FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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: 0-26048
WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
California 33-0563307
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
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 ____ No X
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
(a California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED March 31, 1998
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, March 31, 1998 and December 31, 1997.....................3
Statements of Operations
For the three months ended March 31, 1998 and 1997..................4
Statements of Partners' Equity
For the three months ended March 31, 1998 and 1997..................5
Statements of Cash Flows
For the three months ended March 31, 1998 and 1997..................6
Notes to Financial Statements............................................8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................16
Item 6. Exhibits and Reports on Form 8-K...................................16
Signatures .........................................................17
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
ASSETS 1998 1997
---- ----
Cash and cash equivalents $ 778,591 $ 778,448
Investment in limited
partnerships 4,778,445 4,976,247
Due from affiliate - -
Other assets 2,250 3,000
--------- ---------
$ 5,561,431 $ 5,757,695
========= =========
LIABILITIES AND PARTNERS'
EQUITY
Liabilities:
Payables to limited partnerships $ 84,303 $ 84,303
Accrued fees and expenses due to
general partner and affiliates 71,967 65,235
--------- ---------
Total liabilities 156,270 149,538
--------- ---------
Partners' equity:
General partner (45,849) (43,819)
Limited partners (10,000 units
authorized, issued and outstanding) 5,451,010 5,651,976
--------- ---------
Total partners' equity 5,405,161 5,608,157
--------- ---------
$ 5,561,431 $ 5,757,695
========= =========
See Notes to Financial Statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1998 and 1997
1998 1997
---- ----
Interest income $ 6,187 $ 9,629
--------- ---------
Operating expenses:
Amortization 7,827 7,781
Asset management fees 10,000 10,000
Other 5,856 1,173
--------- ---------
Total operating expenses 23,683 18,954
--------- ---------
Loss from operations (17,496) (9,325)
Equity in losses from
limited partnerships (185,500) (183,463)
--------- ---------
Net loss $ (202,996) $ (192,788)
========= =========
Net loss allocated to:
General partner $ (2,030) $ (1,928)
========= =========
Limited partners $ (200,966) $ (190,860)
========= =========
Net loss per limited
partner unit (10,000 units
issued and outstanding) $ (20) $ (19)
========= =========
See Notes to Financial Statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
For the Three Months Ended March 31, 1998 and 1997
For the Three Months Ended March 31, 1998
General Limited
Partner Partner Total
------- ------- -----
Equity (deficit), December 31, 1997 $ (43,819) $ 5,651,976 $ 5,608,157
Net loss for the three months ended
March 31, 1998 (2,030) (200,966) (202,996)
------- --------- ---------
Equity (deficit), March 31, 1998 $ (45,849) $ 5,451,010 $ 5,405,161
======= ========= =========
For the Three Months Ended March 31, 1997
General Limited
Partner Partner Total
------- ------- -----
Equity (deficit), December 31, 1996 $ (35,545) $ 6,471,100 $ 6,435,555
Net loss for the three months ended
March 31, 1997 (1,928) (190,860) (192,788)
------- --------- ---------
Equity (deficit), March 31, 1997 $ (37,473) $ 6,280,240 $ 6,242,767
======= ========= =========
See Notes to Financial Statements
5
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS For the Three
Months Ended March 31, 1998 and 1997
1998 1997
Cash flows provided by operating activities:
Net loss $ (202,996) $ (192,788)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Equity in losses from limited partnerships 185,500 183,463
Amortization 7,827 7,781
Asset management fee 10,000 10,000
Change in other assets (2,145) 986
Accrued fees and expense due
to general partner and affiliates (3,268) (315)
---------- ----------
Net cash used in operating activities (5,082) 9,127
---------- ----------
Cash flows used in investing activities:
Investments in limited partnerships
Distribution from limited partnerships 5,225 3,725
Acquisition fees and costs - (5,502)
Net cash used in investing activities 5,225 (1,777)
---------- ----------
Net increase (decrease) in cash and cash
equivalents 143 7,350
Cash and cash equivalents, beginning of period 778,448 997,025
---------- ----------
Cash and cash equivalent, end of period $ 778,591 $ 1,004,375
========== =========
See Notes to Financial Statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS - CONTINUED
For the Three Months Ended March 31, 1998 and 1997
.
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
1998 1997
---- ----
Interest paid - -
$ $
===== =====
Income taxes paid - -
$ $
===== =====
See Notes to Financial Statements
7
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Organization
- ------------
WNC Housing Tax Credit Fund IV, L.P., Series 1 (the "Partnership") was formed
under the California Revised Limited Partnership Act on May 4, 1993, and
commenced operations on October 20, 1993. The Partnership was formed to invest
primarily in other limited partnerships which own and operate multi-family
housing complexes that qualify for low income housing credits.
The general partner of the Partnership is WNC Tax Credit Partners IV, L.P. (the
"General Partner"), a California limited partnership. WNC & Associates, Inc. is
the general partner of the General Partner. Wilfred N. Cooper, Sr., through the
Cooper Revocable Trust, owns 66.8% of the outstanding stock of WNC & Associates,
Inc. John B. Lester, Jr. is the original limited partner of Series 1 and owns,
through the Lester Family Trust, 28.6% of the outstanding stock of WNC &
Associates, Inc.
General
- -------
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the audited financial statements and related notes thereto
contained in the Partnership's Annual Report on Form 10-K for the period ended
December 31, 1997. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year end. The results of operations for
the interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of the General Partner, the unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1998 and the results of
operations for the three months ended March 31, 1998 and 1997 and changes in
cash flows for the three months ended March 31, 1998 and 1997. .
Allocations Under the Terms of the Partnership Agreement
The General Partner has a 1% interest in operating profits and losses, taxable
income and loss and in cash available for distribution from the Partnership. The
limited partners are allocated the remaining 99% of these items in proportion to
their respective investments.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
After the limited partners have received sale or refinancing proceeds equal to
their capital contributions and their return on investment (as defined in the
Partnership's Agreement of Limited Partnership) and the General Partner has
received a subordinated disposition fee (as described in Note 4 below), any
additional sale or refinancing proceeds will be distributed 90% to the limited
partners (in proportion to their respective investments) and 10% to the General
Partner.
Method of Accounting For Investment in Limited Partnerships
- -----------------------------------------------------------
The investment in limited partnerships is accounted for on the equity method of
accounting whereby the Partnership adjusts its investment balance for its share
of each limited partnership's results of operations and for any distributions
received. Costs incurred by the Partnership in acquiring the investments in
limited partnerships are capitalized as part of the investment account.
Losses from the limited partnerships will not be recognized to the extent that
the individual investment balance would be adjusted below zero.
Offering Expenses
- -----------------
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital.
Organization Costs
- ------------------
Organization costs will be amortized on the straight-line method over 60 months.
Cash and Cash Equivalents
- -------------------------
The Partnership considers investments with an original maturity of three months
or less as cash equivalents.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------
As of March 31, 1998 and 1997 the Partnership had acquired limited partnership
interests in twenty limited partnerships each of which owns one multi-family
housing complex. As of March 31, 1998 and 1997 construction of all multi-family
housing complexes was complete.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
- -------------------------------------------------------
The Partnership, as a limited partner, is generally a 99% owner and generally
entitled to 99% of the operating profits and losses of the limited partnerships
upon the acquisition of its limited partnership interest. The Partnership is a
95% owner of two of the partnerships, Beckwood Manor and Evergreen Four.
Following is a summary of the components of investment in limited partnerships
as of March 31, 1998 and December 31, 1997:
1998 1997
---- ----
Investment balance,
beginning of period $ 4,976,247 $ 5,771,116
Equity in loss of limited
partnership (185,500) (764,430)
Tax credit adjustments - -
Distributions (5,225) (7,525)
Capitalized acquisition fees - 5,502
Amortization of capitalized
acquisition costs (7,077) (28,416)
--------- ---------
Investment balance,
end of period $ 4,778,445 $ 4,976,247
========= =========
Combined and condensed financial information from the financial statements of
the limited partnerships with operations for the three months ended March 31,
1998 and 1997 is as follows:
1998 1997
---- ----
Total revenue $ 795,500 $ 763,000
--------- ---------
Interest expense 254,700 244,500
Depreciation and amortization 266,000 255,400
Operating expenses 460,800 449,700
--------- ---------
Total expenses 981,500 949,600
--------- ---------
Net loss $ (186,000) $ (186,600)
========= =========
Net loss allocable to the
Partnership $ (185,500) $ (183,463)
========= =========
10
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of its Agreement of Limited Partnership, the Partnership is
obligated to the General Partner or its affiliates for the following items:
Acquisition fees of up to 8% of the gross proceeds from the sale of
Partnership units as compensation for services rendered in connection
with the acquisition of Local Limited Partnerships. As of March 31,
1998 the Partnership incurred acquisition fees of $800,000. Accumulated
amortization of these capitalized costs was $103,967and $77,300 as of
March 31, 1998 and 1997, respectively.
Reimbursement of costs incurred by the General Partner in connection
with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1.2% of the gross proceeds. As of
March 31, 1998 and 1997, the Partnership incurred acquisition costs of
$49,160 and $49,160, respectively, which have been included in
investments in limited partnerships. Accumulated amortization amounted
to $5,281 and $3,486 at March 31, 1998 and 1997, respectively.
An annual asset management fee equal to the greater amount of (i)
$2,000 for each apartment complex, or (ii) 0.275% of gross proceeds. In
either case, the fee will be decreased or increased annually based on
changes to the Consumer Price Index. However, in no event will the
maximum amount exceed 0.2% of the invested assets of the Local Limited
Partnerships, including the partnerships allocable share of the
mortgages. Management fees of $10,000 and $10,000 were incurred for the
periods ended March 31, 1998 and 1997.
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 16% through December
31, 2003 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
An affiliate of the General Partner provides management services for
one of the properties in the limited partnerships. Management fees of
$9,587 earned by the affiliate during 1998.
11
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)
- -----------------------------------------------
Accrued fees and advances due to/(from) General Partner and affiliates consist
of the following at March 31, 1998 and December 31, 1997:
1998 1997
---- ----
Asset management fee payable $ 71,667 $ 61,667
Advances 300 3,568
------ ------
$ 71,967 $ 65,235
====== ======
NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS
- ----------------------------------------
Payable to limited partnerships represent amounts which are due at various times
based on conditions specified in the respective limited partnership agreements.
These contributions are payable in installments, are generally due upon the
limited partnerships achieving certain operating benchmarks and are generally
expected to be paid within two years of the Partnership's initial investment.
NOTE 5 - INCOME TAXES
- ---------------------
The Partnership will not make a provision for income taxes since all items of
taxable income and loss will be allocated to the partners for inclusion in their
respective income tax returns.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
WNC Housing Tax Credit Fund IV, L.P., Series 1 (the Partnership) is a California
Limited Partnership formed under the laws of the State of California on May 4,
1993 to acquire limited partnership interests in limited partnerships ("Limited
Partnerships") which own multifamily apartment complexes that are eligible for
low-income housing federal income tax credits (the "Housing Tax Credit").
The Partnership's offering of units terminated on July 18, 1995.
Liquidity and Capital Resources
- -------------------------------
On July 18, 1995, the Partnership sold the last of its total of 10,000 Units. No
additional Units will be issued with respect to the Partnership. As of March 31,
1998 and December 31, 1997, the Partnership received a total of $10,000,000 from
the sale of Units. Substantially all the $10,000,000 has been committed to the
purchase price and acquisition fees and costs of investment in Limited
Partnerships, reserves and expenses of the offering.
As of March 31, 1998 and December 31, 1997 the Partnership was indebted to WNC &
Associates, Inc. in the amount of approximately $72,000 and $65,000,
respectively. The component items of such indebtedness were as follows: advances
to pay front-end fees of approximately $0 and $0, respectively, and advances for
operating expenses of approximately $72,000 and $65,000, respectively.
The Partnership had made capital contributions to Limited Partnerships in the
amount of approximately $7,093,000 as of March 31,1998 and December 31, 1997.
The Partnership does not anticipate further needs of either bank financing or
loans from affiliates of the General Partner.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $140 for the period ended
March 31, 1998. This increase in cash consists of cash used by operating
activities of approximately $5,100 offset by cash used in investing activities
of approximately $0. Cash used by the investing activities of the Partnership
consisted of payment of distributions from Limited Partnerships of 5,200. Cash
provided by operating activities consisted primarily of interest received on
cash deposits, and cash used in operations consisted primarily of payments for
operating fees and expenses. The major components of all these activities are
discussed in greater detail below.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $7,400 for the period
ended March 31, 1997. This increase in cash consists of cash used by investing
and cash provided by investing and operating activities.
Prior to sale of the Apartment Complexes, it is not expected that any of the
Limited Partnerships in which the Partnership has invested or will invest will
generate cash from operations sufficient to provide distributions to the Limited
Partners in any material amount. Such cash from operations, if any, would first
13
<PAGE>
be used to meet operating expenses of the Partnership, including payment of the
asset management fee to the General Partner. As a result, it is not anticipated
that the Partnership will provide distributions to the Limited Partners prior to
the sale of the Apartment Complexes.
The Partnership's investments will not be readily marketable and may be affected
by adverse general economic conditions which, in turn, could substantially
increase the risk of operating losses for the Apartment Complexes, the Limited
Partnerships and the Partnership. These problems may result from a number of
factors, many of which cannot be controlled by the General Partner.
Nevertheless, the General Partner anticipates that capital raised from the sale
of the Units will be sufficient to fund the Partnership's investment commitments
and proposed operations.
The Partnership has established working capital reserves of $622,321 of capital
contributions, an amount which is anticipated to be sufficient to satisfy
general working capital and administrative expense requirements of the
Partnership excluding payment of the asset management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited Partners
and other investor servicing obligations of the Partnerships. Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
operating costs. The Partnership's liquidity could also be affected by defaults
or delays in payment of the Limited Partners' promissory notes, from which a
portion of the working capital reserves is expected to be funded. To the extent
that working capital reserves are insufficient to satisfy the cash requirements
of the Partnerships, it is anticipated that additional funds would be sought
through bank loans or other institutional financing. The General Partner may
also apply any cash distributions received from the Limited Partnerships for
such purposes or to replenish or increase working capital reserves.
Under the Partnership Agreements the Partnership does not have the ability to
assess the Limited Partners for additional capital contributions to provide
capital if needed by the Partnership or Limited Partnerships. Accordingly, if
circumstances arise that cause the Limited Partnerships to require capital in
addition to that contributed by the Partnership and any equity contributed by
the general partners of the Limited Partnerships, the only sources from which
such capital needs will be able to be satisfied (other than the limited reserves
available at the Partnership level) will be (i) third-party debt financing
(which may not be available, if, as expected, the Apartment Complexes owned by
the Limited Partnerships are already substantially leveraged), (ii) additional
equity contributions or advances of the general partners of the Limited
Partnerships (in this regard, each local general partner is required to fund
operating deficits, but only for a period of two years following construction
completion), (iii) other equity sources (which could adversely affect the
Partnerships' interest in Housing Tax Credits, cash flow and/or proceeds of sale
or refinancing of the Apartment Complexes and result in adverse tax consequences
to the Limited Partners), or (iv) the sale or disposition of the Apartment
Complexes (which could have the same adverse effects as discussed in (iii)
above). There can be no assurance that funds from any of such sources would be
readily available in sufficient amounts to fund the capital requirement of the
Limited Partnerships in question. If such funds are not available, the Limited
Partnerships would risk foreclosure on their Apartment Complexes if they were
unable to re-negotiate the terms of their first mortgages and any other debt
secured by the Apartment Complexes to the extent the capital requirements of the
Limited Partnerships relate to such debt.
The Partnership's capital needs and resources are expected to undergo major
changes during their first several years of operations as a result of the
completion of their offerings of Units and their acquisition of investments.
Thereafter, the Partnership's capital needs and resources are expected to be
relatively stable over the holding periods of the investments except to the
extent of proceeds received in payment of promissory notes and disbursed to fund
the deferred obligations of the Partnership.
14
<PAGE>
Results of Operations
- ---------------------
As of December 31, 1997 and March 31, 1998 the Partnership had acquired
interests in 20 Limited Partnerships. Each of the multi-family housing complexes
owned by the Limited Partnerships receives government assistance and each of
them has received a reservation for Housing Tax Credits. As of December 31, 1997
and March 31, 1998 all of the multi-family housing complexes had commenced
operations.
As reflected on its Statements of Operations, the Partnership had a loss of
approximately $203,000 and $193,000 for the three months ended March 31, 1998
and 1997 respectively. The component items of revenue and expense are discussed
below.
Revenue. The Partnership's revenues have consisted and are anticipated to
consist entirely of interest earned on Promissory Notes and cash deposits held
in financial institutions (i) as reserves, or (ii) pending investment in Limited
Partnerships. Interest revenue in future years will be a function of prevailing
interest rates and the amount of cash balances. It is anticipated that the
Partnership will maintain cash reserves in an amount not materially in excess of
the minimum amount required by its Partnership Agreement, which is 3% of capital
contributions.
Expenses. The most significant component of operating expenses has been and is
expected to be the Asset Management Fee. The Asset Management Fee is equal to
the greater of (i) $2,000 for each Apartment Complex or (ii) 0.275% of gross
proceeds, and will be decreased or increased annually based on changes to the
Consumer Price Index.
Amortization expense consist of the amortization over a period of 30 years of
the Acquisition Fee and other expenses attributable to the acquisition of
Limited Partnership Interests.
Equity in Losses from Limited Partnership. The Partnership's equity in losses
from Limited Partnerships is equal to 95%-99% of the aggregate net losses of
each Limited Partnership incurred after admission of the Partnership as a
limited partner thereof.
After rent-up all Limited Partnerships are expected to generate losses during
each year of operations; this is so because, although rental income is expected
to exceed cash operating expenses, depreciation and amortization deductions
claimed by the Limited Partnerships are expected to exceed net rental income.
The Partnership accounts for its investments in Limited Partnerships using the
equity method of accounting, whereby The Partnership reduces its investment
balance for its share of Limited Partnerships' losses and distributions. Losses
are not recognized to the extent that the investment balance would be adjusted
below zero.
15
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
None.
No reports on Form 8-K were filed during the quarter ended March 31,
1998.
16
<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.
WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
By: WNC Tax Credit Partners IV, L.P. General Partner
By: WNC & ASSOCIATES, INC. General Partner
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr.
President, WNC & Associates, Inc.
Date: July 14, 1999
By: /s/ Michael L. Dickenson
- -----------------------------------------------------
Michael L. Dickenson
Vice President - Chief Financial Officer, WNC & Associates, Inc.
Date: July 14, 1999
17
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<ARTICLE> 5
<CIK> 0000913496
<NAME> WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 778,591
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 778,591
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,561,431
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,405,161
<TOTAL-LIABILITY-AND-EQUITY> 5,561,431
<SALES> 0
<TOTAL-REVENUES> 6,187
<CGS> 0
<TOTAL-COSTS> 23,683
<OTHER-EXPENSES> 185,500
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (202,996)
<INCOME-TAX> 0
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<EPS-BASIC> (20)
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</TABLE>
