Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended June 30, 1997
|_| 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 0-28368
ATEL Cash Distribution Fund VI, L.P.
(Exact name of registrant as specified in its charter)
California 94-3207229
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
235 Pine Street, 6th Floor, San Francisco, California 94104
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X|
No |_|
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(Unaudited)
ASSETS
1997 1996
---- ----
Cash and cash equivalents $661,643 $1,123,336
Accounts receivable 9,166,630 6,198,258
Investments in leases 172,289,921 185,510,097
------------------ -----------------
Total assets $182,118,194 $192,831,691
================== =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $86,172,114 $80,789,732
Line of credit 6,000,000 15,598,257
Accounts payable:
General Partner 185,528 45,070
Equipment purchases 441,852 638,379
Other 327,330 415,008
Accrued interest payable 3,227,826 1,746,206
Unearned operating lease income 644,145 397,883
------------------ -----------------
Total liabilities 96,998,795 99,630,535
Partners' capital:
General Partner (199,372) (118,690)
Limited Partners 85,318,771 93,319,846
------------------ -----------------
Total partners' capital 85,119,399 93,201,156
------------------ -----------------
Total liabilities and partners' capital $182,118,194 $192,831,691
================== =================
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF OPERATIONS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
Revenues:
Leasing activities:
<S> <C> <C> <C> <C>
Operating lease revenues $17,658,555 $9,500,698 $8,857,827 $5,508,771
Direct financing leases 125,600 110,218 60,359 53,907
Gain on sales of assets 60,113 9,380 49,308 3,856
Interest income 13,680 38,926 7,808 22,640
Other 1,467 1,965 (498) 637
----------------- ---------------- ------------------ -----------------
17,859,415 9,661,187 8,974,804 5,589,811
Expenses:
Depreciation and amortization 13,776,065 7,438,946 6,816,305 4,136,863
Interest 4,292,369 1,919,915 2,157,074 1,152,283
Equipment and incentive management fees 698,428 421,628 335,242 145,268
Other 429,575 141,343 240,208 124,034
Administrative cost reimbursements 190,972 280,394 92,446 163,614
Provision for losses 178,594 96,599 89,748 55,885
Professional fees 47,844 123,552 29,808 79,687
----------------- ---------------- ------------------ -----------------
19,613,847 10,422,377 9,760,831 5,857,634
----------------- ---------------- ------------------ -----------------
Net loss ($1,754,432) ($761,190) ($786,027) ($267,823)
================= ================ ================== =================
Net loss:
General partner ($17,544) ($7,612) ($7,860) ($2,678)
Limited partners (1,736,888) (753,578) (778,167) (265,145)
----------------- ---------------- ------------------ -----------------
($1,754,432) ($761,190) ($786,027) ($267,823)
================= ================ ================== =================
Weighted average number of units
outstanding 12,500,050 7,800,111 12,500,050 8,559,764
Net loss per limited partnership unit ($0.14) ($0.10) ($0.06) ($0.03)
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
SIX MONTH PERIOD ENDED
JUNE 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners General
Units Amount Partner Total
<S> <C> <C> <C> <C>
Balance December 31, 1996 12,500,050 $93,319,846 ($118,690) $93,201,156
Other syndication costs to affiliates (41,174) - (41,174)
Distributions to partners (6,223,013) (63,138) (6,286,151)
Net loss (1,736,888) (17,544) (1,754,432)
----------------- ---------------- ------------------ -----------------
Balance June 30, 1997 12,500,050 $85,318,771 ($199,372) $85,119,399
================= ================ ================== =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENT OF CASH FLOWS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating activities:
Net loss ($1,754,432) ($761,190) ($786,027) ($267,823)
Adjustments to reconcile net loss to net cash
provided by operations
Depreciation and amortization 13,776,065 7,438,946 6,816,305 4,136,863
Gain on sales of assets (60,113) (9,380) (49,308) (3,856)
Provision for losses 178,594 96,599 89,748 55,885
Changes in operating assets and liabilities:
Accounts receivable (2,968,372) (684,467) (3,025,544) (1,567,815)
Accounts payable, general partner 140,458 (50,540) 25,500 136,873
Accounts payable, other (87,678) 86,597 8,757 (91,853)
Accrued interest expense 1,481,620 69,514 1,208,244 264,681
Unearned lease income 246,262 (87,367) 52,987 (209,381)
----------------- ---------------- ------------------ -----------------
Net cash provided by operating activities 10,952,404 6,098,712 4,340,662 2,453,574
----------------- ---------------- ------------------ -----------------
Investing activities:
Purchase of equipment on operating leases (1,338,943) (54,863,984) (603,733) (21,121,597)
Reduction in net investment in direct
financing leases 299,201 236,138 150,736 119,271
Proceeds from sales of assets 202,660 103,247 92,805 27,322
Purchase of equipment on direct financing
leases (33,815) (109,416) - (109,416)
Payments of initial direct costs to General
Partner - (1,551,040) - (484,872)
Purchase of residual interests - (335,140) - -
----------------- ---------------- ------------------ -----------------
Net cash used in investing activities (870,897) (56,520,195) (360,192) (21,569,292)
----------------- ---------------- ------------------ -----------------
</TABLE>
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF CASH FLOWS
(Continued)
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Financing activities:
Borrowings on line of credit 460,974 39,479,380 460,974 13,205,207
Repayment of line of credit (10,059,231) (50,496,822) (8,960,974) (28,180,813)
Proceeds of long-term non-recourse debt 10,686,017 39,734,152 9,774,981 22,013,703
Repayment of long-term non-recourse debt (5,303,635) (728,003) (2,208,478) (492,886)
Distributions to partners (6,286,151) (3,583,893) (3,188,313) (1,979,731)
Payment of syndication costs to General
Partner (41,174) (4,437,955) (9,627) (2,786,391)
Capital contributions contributed - 30,629,290 - 15,790,010
----------------- ---------------- ------------------ -----------------
Net cash provided by (used in) financing
activities (10,543,200) 50,596,149 (4,131,437) 17,569,099
----------------- ---------------- ------------------ -----------------
Net (decrease) increase in cash and
cash equivalents (461,693) 174,666 (150,967) (1,546,619)
Cash at beginning of period 1,123,336 2,074,913 812,610 3,796,198
----------------- ---------------- ------------------ -----------------
Cash at end of period $661,643 $2,249,579 $661,643 $2,249,579
================= ================ ================== =================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $2,810,749 $1,850,401 $948,830 $1,082,769
================= ================ ================== =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
1. Summary of significant accounting policies:
Interim financial statements:
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners, necessary to a fair statement of financial
position and results of operations for the interim periods presented. All such
adjustments are of a normal recurring nature. These unaudited interim financial
statements should be read in conjunction with the most recent report on Form
10K.
2. Organization and partnership matters:
ATEL Cash Distribution Fund VI, L.P. (the Fund), was formed under the laws of
the State of California on June 29 , 1994, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. Contributions in
the amount of $600 were received as of July 21, 1994, $100 of which represented
the General Partner's (ATEL Financial Corporation's) continuing interest, and
$500 of which represented the Initial Limited Partners' capital investment.
As of December 31, 1994, the Fund had not commenced operations other than those
relating to organizational matters. The Fund, or the General Partner on behalf
of the Fund, will incur costs in connection with the organization, registration
and issuance of the Limited Partnership Units (Units). The amount of such costs
to be borne by the Fund is limited by certain provisions of the Partnership
Agreement. Operations commenced January 3, 1995.
The Partnership does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their individual tax
returns.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
3. Investment in leases:
The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or Reclass-
December 31, Amortization ifications & June 30,
1996 Additions of Leases Dispositions 1997
---- --------- --------- - ------------- ----
<S> <C> <C> <C> <C> <C>
Net investment in operating
leases $177,700,195 $1,142,416 ($13,150,672) ($161,201) $165,530,738
Net investment in direct
financing leases 3,442,129 33,815 (299,201) - 3,176,743
Assets held for sale or lease 44,318 - - 18,654 62,972
Residual interests 379,551 - - - 379,551
Reserve for losses (322,706) (178,594) - - (501,300)
Initial direct costs, net of
accumulated amortization 4,266,610 - (625,393) - 3,641,217
-------------------- ------------------ ---------------- ------------------ -----------------
$185,510,097 $997,637 ($14,075,266) ($142,547) $172,289,921
==================== ================== ================ ================== =================
</TABLE>
Property on operating leases consists of the following:
<TABLE>
<CAPTION>
Acquisitions & Balance
December 31, Dispositions June 30,
1996 1st Quarter 2nd Quarter 1997
---- ----------- ----------- ----
<S> <C> <C> <C> <C>
Transportation $101,516,495 ($67,540) $101,448,955
Construction 32,643,774 - 32,643,774
Manufacturing 30,738,706 - 30,738,706
Materials handling 18,727,504 - 18,727,504
Office automation 11,352,842 538,683 $40,323 11,931,848
Miscellaneous 3,683,663 - - 3,683,663
Communications 658,185 - - 658,185
Medical 343,409 - - 343,409
Food processing 317,520 - - 317,520
----------------- ---------------- ------------------ -----------------
199,982,098 471,143 40,323 200,493,564
Less accumulated depreciation (22,281,903) (6,631,769) (6,049,154) (34,962,826)
----------------- ---------------- ------------------ -----------------
$177,700,195 ($6,160,626) ($6,008,831) $165,530,738
================= ================ ================== =================
</TABLE>
All of the property on leases was acquired in 1995, 1996 and 1997.
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
3. Investment in leases (continued):
At June 30, 1997, the aggregate amounts of future minimum lease payments are as
follows:
Direct
Year ending Operating Financing
December 31, Leases Leases Total
------------ ------ ------ -----
1997 $16,206,420 $417,176 $16,623,596
1998 32,625,397 471,458 33,096,855
1999 29,544,227 231,052 29,775,279
2000 24,941,248 170,983 25,112,231
2001 15,548,120 105,538 15,653,658
Thereafter 34,015,320 592,560 34,607,880
----------------- ---------------- ------------------
$152,880,732 $1,988,767 $154,869,499
================= ================ ==================
4. Non-recourse debt:
Notes payable to financial institutions are due in varying monthly and
semi-annual installments of principal and interest. The notes are secured by
assignments of lease payments and pledges of the assets which were purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 11.186%.
Future minimum principal payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
------------ --------- -------- -----
1997 $8,519,973 $2,615,677 $11,135,650
1998 16,123,942 7,792,128 23,916,070
1999 18,005,658 4,912,475 22,918,133
2000 15,298,516 3,495,033 18,793,549
2001 8,155,658 2,368,177 10,523,835
Thereafter 20,068,367 7,225,579 27,293,946
----------------- ---------------- ------------------
$86,172,114 $28,409,069 $114,581,183
================= ================ ==================
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
5. Related party transactions:
The terms of the Limited Partnership Agreement provide that the General Partner
and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
The General Partner and/or Affiliates earned fees, commissions and
reimbursements, pursuant to the Limited Partnership Agreement as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Incentive management fees (computed as 3.25% of distributions of cash from
operations, as defined in the Limited Partnership Agreement) and equipment
management fees (computed as 3.5% of gross revenues from operating leases, as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement). $698,428 $421,628
Reimbursement of administrative costs 190,972 280,394
Reimbursement of other syndication costs 41,174 1,528,172
Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital) - 2,909,783
Acquisition fees equal to 3.0% of the equipment purchase price, for evaluating
and selecting equipment to be acquired (not to exceed approximately 4.5% of
Gross Proceeds, included in property on operating leases). - 1,551,040
------------------ -----------------
$930,574 $6,691,017
================== =================
</TABLE>
<PAGE>
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(Unaudited)
6. Partner's capital:
As of June 30, 1997, 12,500,050 Units ($125,000,500) were issued and
outstanding. The Fund's registration statement with the Securities and Exchange
Commission became effective November 23, 1994 and its offering was concluded on
November 23, 1996. The Fund is authorized to issue up to 12,500,050 Units,
including the 50 Units issued to the initial limited partners.
The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partner.
Available Cash from Operations and Cash from Sales and Refinancing, as defined
in the Limited Partnership Agreement, shall be distributed as follows:
First, 95% (95.75% after June 30, 1995) of Distributions of Cash from
Operations to the Limited Partners, 1% of Distributions of Cash from
Operations to the General Partner and 4% (3.25% after June 30, 1995) ( to
an affiliate of the General Partner as Incentive Management Compensation,
99% of Distributions of Cash from Sales or Refinancing to the Limited
Partners and 1% of Cash from Sales or Refinancing to the General Partner.
Second, the balance to the Limited Partners until the Limited Partners have
received Aggregate Distributions in an amount equal to their Original
Invested Capital, as defined, plus a 8% per annum cumulative (compounded
daily) return on their Adjusted Invested Capital.
Third, an affiliate of the General Partner will receive as Incentive
Management Compensation, 4% (3.25% after June 30, 1995) of remaining Cash
from Sales or Refinancing.
Fourth, the balance to the Limited Partners.
7. Line of credit:
The Partnership participates with the General Partner and certain of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions which expires on October 28, 1997. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.
At June 30, 1997, the Partnership had $6,000,000 of borrowings under the line of
credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of June 30,
1997.
8. Commitments:
As of June 30, 1997, the Partnership had outstanding commitments to purchase
lease equipment totaling approximately $3,784,000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
During the first and second quarters of 1996, the Partnership's primary
activities were raising funds through its offering of Limited Partnership Units
(Units) and engaging in equipment leasing activities. As of November 23, 1996,
the Partnership had received and accepted subscriptions for 12,500,000 Units
($125,000,000) and the Partnership's offering was closed. During the first half
of 1997, the Partnership's primary activity was engaging in equipment leasing
activities.
The liquidity of the Partnership will vary in the future, increasing to the
extent cash flows from leases exceed expenses, and decreasing as lease assets
are acquired, as distributions are made to the limited partners and to the
extent expenses exceed cash flows from leases.
As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial lease terms expire, the Partnership will re-lease or sell the
equipment. The future liquidity beyond the contractual minimum rentals will
depend on the General Partner's success in re-leasing or selling the equipment
as it comes off lease.
The Partnership participates with the General Partner and certain of its
affiliates in a $90,000,000 revolving line of credit with a financial
institution. The line of credit expires on October 28, 1997.
The Partnership anticipates reinvesting a portion of lease payments from assets
owned in new leasing transactions. Such reinvestment will occur only after the
payment of all obligations, including debt service (both principal and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.
The Partnership currently has available adequate reserves to meet contingencies,
but in the event those reserves were found to be inadequate, the Partnership
would likely be in a position to borrow against its current portfolio to meet
such requirements. The General Partner envisions no such requirements for
operating purposes.
As of June 30, 1997, the Partnership had borrowed $96,305,533 with a remaining
unpaid balance of $86,172,114. The General Partner expects that aggregate
borrowings in the future will not exceed 50% of aggregate equipment cost. In any
event, the Agreement of Limited Partnership limits such borrowings to 50% of the
total cost of equipment, in aggregate.
No commitments of capital have been or are expected to be made other than for
the acquisition of additional equipment. Such commitments totaled approximately
$3,784,000 as of June 30, 1997.
If inflation in the general economy becomes significant, it may affect the
Partnership inasmuch as the residual (resale) values and rates on re-leases of
the Partnership's leased assets may increase as the costs of similar assets
increase. However, the Partnership's revenues from existing leases would not
increase, as such rates are generally fixed for the terms of the leases without
adjustment for inflation.
If interest rates increase significantly, the lease rates that the Partnership
can obtain on future leases will be expected to increase as the cost of capital
is a significant factor in the pricing of lease financing. Leases already in
place, for the most part, would not be affected by changes in interest rates.
<PAGE>
Cash Flows, 1997 vs. 1996:
Six months:
In 1997, the Partnership's primary source of cash was rents from operating
leases. Cash provided by operations increased by $4,853,692 (from $6,098,712 in
1996 to $10,952,404 in 1997). This increase was due to an increase of $8,157,857
in operating lease rents.
The only sources of cash from investing activities were direct financing lease
rents and proceeds from sales of lease assets. Neither of these was significant
compared to operating sources of cash.
The Partnership's most significant source of cash from financing activities in
1997 was proceeds of non-recourse debt. The proceeds of this debt were used to
make payments on the Partnership's line of credit. In 1996, the proceeds of the
Partnership's offering was also a significant source of cash. The offering was
concluded in the fourth quarter of 1996.
Three months:
Operating lease rents were the primary source of cash from operating activities
in 1997. These rents increased by $3,349,056 compared to 1996.
As noted above for the six month period, proceeds from asset sales and direct
financing lease rents were the only sources of cash from investing activities in
1997 and were not significant.
The primary source of cash from financing activities in 1997 was proceeds from
non-recourse debt. The proceeds of this debt were used to pay down the line of
credit.
Results of operations
In 1997, operations resulted in a net loss of $1,754,432 (six months) and
$786,027 (three months). Operations resulted in a net loss in 1996 of $761,190
(six months) and $267,823 (three months). The Partnership's primary source of
revenues is from operating leases. This is expected to remain true in future
periods. Depreciation expense is the single largest expense of the Partnership
and is expected to remain so in future periods. Operating lease rents and
depreciation of operating lease assets have increased compared to 1996 due to
purchases of lease assets over the last year. Equipment management fees are
based on the Partnership's rental revenues and have increased as revenues have
increased. Incentive management fees are based on the levels of distributions to
limited partners. As the number of units outstanding increased, the incentive
management fee has increased. Interest expense is related to the borrowings
under the line of credit and non-recourse debt and has increased because of
increased debt balances compared to 1996.
As of June 30, 1996, the Partnership's offering of Units of Limited Partnership
interest was continuing. Significant amounts of asset acquisitions and debt
financing were also taking place. Because of these factors, the results of
operations in 1996 are not comparable to 1997.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable.
Item 2. Changes In Securities.
Inapplicable.
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission Of Matters To A Vote Of Security Holders.
Inapplicable.
Item 5. Other Information.
Inapplicable.
Item 6. Exhibits And Reports On Form 8-K.
(a) Documents filed as a part of this report
1. Financial Statements
Included in Part I of this report:
Balance Sheets, June 30, 1997 and December 31, 1996.
Statements of operations for the six and three month
periods ended June 30, 1997 and 1996.
Statement of changes in partners' capital for the six
month period ended June 30, 1997.
Statements of cash flows for the six and three month
periods ended June 30, 1997 and 1996.
Notes to the Financial Statements
2. Financial Statement Schedules.
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
(b) Report on Form 8-K
None
<PAGE>
SIGNATURES
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.
Date:
August 14, 1997
ATEL CASH DISTRIBUTION FUND VI, L.P.
(Registrant)
By: ATEL Financial Corporation
General Partner of Registrant
By: /s/ A. J. BATT
----------------------------------
A. J. Batt
President and Chief Executive
Officer of General Partner
By: /s/ DEAN L. CASH
----------------------------------
Dean L. Cash
Executive Vice President
of General Partner
By: /s/ F. RANDALL BIGONY
------------------------------------------
F. Randall Bigony
Principal financial officer
of registrant
By: /s/ DONALD E. CARPENTER
------------------------------------------
Donald E. Carpenter
Principal accounting
officer of registrant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> dec-31-1997
<PERIOD-START> jan-01-1997
<PERIOD-END> jun-30-1997
<CASH> 661,643
<SECURITIES> 0
<RECEIVABLES> 9,166,630
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 182,118,194
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 85,119,399
<TOTAL-LIABILITY-AND-EQUITY> 182,118,194
<SALES> 0
<TOTAL-REVENUES> 17,859,415
<CGS> 0
<TOTAL-COSTS> 14,713,309
<OTHER-EXPENSES> 429,575
<LOSS-PROVISION> 178,594
<INTEREST-EXPENSE> 4,292,369
<INCOME-PRETAX> (1,754,432)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,754,432)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,754,432)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
