10-Q
1
FORM 10-Q FOR QUARTER ENDED MARCH 31, 1996
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
FOR QUARTER ENDED MARCH 31, 1996
COMMISSION FILE NUMBER 2-92352
HOUSING PROGRAMS LIMITED
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3906167
9090 Wilshire Blvd., Suite 201
Beverly Hills, Calif. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Securities Registered Pursuant to
Section 12(b) or 12(g) of the Act
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve 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
--- ---
2
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, March 31, 1996 and December 31, 1995 ........1
Statements of Operations,
Three Months Ended March 31, 1996 and 1995..............2
Statement of Partners' Equity (Deficiency),
Three Months Ended March 31, 1996 ......................3
Statements of Cash Flow,
Three Months Ended March 31, 1996 and 1995..............4
Notes to Financial Statements ...............................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation....................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................11
Item 6. Exhibits and Reports on Form 8-K........................12
Signatures.......................................................13
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HOUSING PROGRAMS LIMITED
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
ASSETS
1996 1995
(Unaudited) (Audited)
----------- ---------
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $ 14,508,783 $ 14,470,783
CASH AND CASH EQUIVALENTS (Notes 1 and 2) 1,070,803 595,330
SHORT TERM INVESTMENTS (Note 1) 125,000 125,000
------------ ------------
TOTAL ASSETS $ 15,704,586 $ 15,191,113
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Notes 3 and 6) $ 10,169,743 $ 10,169,743
Accrued interest payable (Notes 3 and 6) 10,117,326 9,864,545
Accrued fees and expenses due general
partners (Note 4) 1,103,257 990,393
Accounts payable and other liabilities (Note 2) 433,617 15,432
------------ ------------
21,823,943 21,040,113
------------ ------------
COMMITMENTS AND CONTINGENCIES
(Notes 2, 4 and 5)
PARTNERS' EQUITY (DEFICIENCY):
General partners (311,940) (309,236)
Limited partners (5,807,417) (5,539,764)
------------ ------------
(6,119,357) (5,849,000)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 15,704,586 $ 15,191,113
============ ============
The accompanying notes are an integral part of these financial statements.
1
4
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---- ----
INTEREST INCOME $ 6,716 $ 5,361
--------- ---------
OPERATING EXPENSES:
Management fees - general partner (Note 4) 131,663 142,224
General and administrative (Note 4) 15,019 17,570
Legal and accounting (Note 4) 44,804 58,247
Interest (Notes 3 and 4) 268,988 241,532
--------- ---------
Total operating expenses 460,474 459,573
--------- ---------
LOSS FROM OPERATIONS (453,758) (454,212)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME 145,401 143,419
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 38,000 18,620
--------- ---------
NET LOSS $(270,357) $(292,173)
========= =========
NET LOSS PER LIMITED PARTNERSHIP INTEREST $ (22) $ (24)
========= =========
The accompanying notes are an integral part of these financial statements.
2
5
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENT OF PARTNERS' EQUITY (DEFICIENCY)
THREE MONTHS ENDED MARCH 31, 1996
(Unaudited)
General Limited
Partners Partners Total
-------- -------- -----
PARTNERSHIP INTERESTS
March 31, 1996 12,368
===========
DEFICIENCY, January 1, 1996 $ (309,236) $(5,539,764) $(5,849,000)
Net loss for the three months
ended March 31, 1996 (2,704) (267,653) (270,357)
----------- ----------- -----------
DEFICIENCY, March 31, 1996 $ (311,940) $(5,807,417) $(6,119,357)
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
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6
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (270,357) $ (292,173)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (38,000) (18,620)
Increase in accrued interest payable 252,781 241,532
Increase in accrued fees and
expenses due general partners 112,864 92,226
Increase in accounts payable 418,185 421,854
----------- -----------
Net cash provided by operating activities 475,473 444,819
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital -- 16,897
Increase in advances to limited partnership -- (10,331)
Decrease in short term investments -- 8,233
----------- -----------
Net cash provided by investing activities -- 14,799
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 475,473 459,618
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 595,330 624,935
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,070,803 $ 1,084,553
=========== ===========
The accompanying notes are an integral part of these financial statements.
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual audited financial
statements; accordingly, the financial statements included herein should be
reviewed in conjunction with the financial statements and related notes thereto
contained in the Housing Programs Limited (the "Partnership") annual report for
the year ended December 31, 1995. National Partnership Investments Corp.
("NAPICO") is the corporate general partner for the Partnership. 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 NAPICO, the accompanying unaudited financial statements
contain all adjustments (consisting primarily of normal recurring accruals)
necessary to present fairly the financial position of the Partnership at March
31, 1996 and the results of operations for the three and three months then ended
and changes in cash flow for the three months then ended.
ORGANIZATION
The Partnership is a limited partnership which was formed under the laws of the
State of California on May 15, 1984. On September 12, 1984, the Partnership
offered 3,000 units consisting of 6,000 limited partnership interests and
warrants to purchase a maximum of 6,000 additional limited partnership interests
through a public offering .
The general partners of the Partnership are Housing Programs Corporation II,
NAPICO, and Coast Housing Investment Associates ("CHIA"). LB I Group Inc. owns
100 percent of the stock of Housing Programs Corporation II. Casden Investment
Corp. owns 100 percent of NAPICO's stock. CHIA is a limited partnership formed
under the California Limited Partnership Act and consists of Messrs. Nicholas G.
Ciriello, general partner and Charles H. Boxenbaum, limited partner. Mr.
Boxenbaum is currently the chief executive officer of NAPICO. The business of
the Partnership is conducted primarily by its general partners as the
Partnership has no employees of its own.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investments in local limited partnerships are accounted for on the
equity method. Acquisition, selection fees and other costs related to
the acquisition of the projects have been capitalized to the investment
accounts.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited
partnership interests outstanding during the year. The number of
limited partnership interests was 12,368 for all years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of
deposit with an original maturity of three months or less.
SHORT TERM INVESTMENTS
Short term investments consist of bank certificates of deposit and
other securities with original maturities ranging from more than three
months to twelve months. The fair value of these securities, which have
been classified as held for sale, approximates their carrying value.
INCOME TAXES
No provision has been made for income taxes in the accompanying
financial statements since such taxes, if any, are the liability of the
individual partners.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership now holds limited partnership interests in 18 limited
partnerships. As a result of the loss of the Montecito Hotel on July
18, 1995 through foreclosure proceedings, the number of limited
partnership interests now held by the Partnership has been reduced from
19 to 18. The 18 lower-tier limited partnerships own residential rental
projects consisting of a total of 2,686 apartment units. The mortgage
loans of these projects are insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to 99 percent of the
income and losses of the lower-tier limited partnerships.
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9
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership's allocated portion of equity in losses from the
lower-tier limited partnerships is recognized in the financial
statements of the Partnership until the Partnership's investment
account in the applicable lower-tier limited partnership is reduced to
a zero balance. Losses incurred after the investment account is reduced
to zero are not recognized.
Distributions from the limited partnerships are treated as a reduction
of capital until the Partnership's investment account balance in the
applicable lower-tier limited partnership has been reduced to the
lesser of zero or a negative amount equal to future capital
contributions required to be made by the Partnership to the applicable
lower-tier limited partnership. Subsequent distributions are treated as
income.
The following is a summary of the Partnership's investment in
lower-tier limited partnerships as of March 31, 1996:
Balance, beginning of period $ 14,470,783
Amortization of acquisition costs (9,000)
Equity in income of limited partnerships 47,000
------------
Balance, end of period $ 14,508,783
============
The following are unaudited combined estimated statements of operations
for the three months ended March 31, 1996 and 1995 for the limited
partnerships in which the Partnership has investments:
1996 1995
---- ----
INCOME
Rental and Other $ 4,283,000 $ 4,204,000
EXPENSES
Depreciation 881,000 877,000
Interest 927,000 943,000
Operating 2,823,000 2,790,000
----------- -----------
Total expenses 4,631,000 4,610,000
----------- -----------
NET LOSS $ (348,000) $ (406,000)
=========== ===========
Included in cash and accounts payable and other liabilities is $419,723
received by the Partnership from certain limited partnerships that is
payable on their behalf to various lenders.
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10
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests in the lower-tier partnerships from partners who
subsequently withdrew from the applicable lower-tier partnership. The
Partnership is obligated for non-recourse notes payable in the
aggregate outstanding principal amount as of March 31, 1996 of
$10,169,743, bearing interest at 9.5 percent, to such sellers of the
partnership interests. The notes have principal maturity dates ranging
from October 1996 to December 1999 or upon the sale or refinancing of
the underlying partnership properties. The notes are collateralized by
the Partnership's investment in the applicable investee limited
partnerships and are payable only out of cash distributions from the
applicable investee partnerships, as defined in the notes. Unpaid and
accrued interest is due at maturity of the notes.
The Partnership is currently negotiating for the sale of Deep Lake
Hermitage. There is a $1,500,000 note payable by the Partnership to a
seller of interests in the lower tier partnership that owns the Deep
Lake Hermitage property. That note, together with accrued interest
thereon of $1,402,846, becomes due in December, 1996. Based on the
current estimated value of the Deep Lake Hermitage property, it is
anticipated that the sale will not generate sufficient funds to fully
repay the note payable.
NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS
Under the terms of the Partnership's Restated Certificate and Agreement
of Limited Partnership, the Partnership is obligated to the general
partners for an annual management fee equal to 0.5 percent of the
invested assets of the limited partnerships. Invested assets is defined
as the costs of acquiring project interests including the proportionate
amount of the mortgage loans related to the Partnership's interests in
the capital accounts of the respective limited partnerships.
The Partnership also reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $7,462 for the three months ended March 31,
1996 and 1995, and is included in operating expenses.
As of March 31, 1996, the fees and expenses due the general partners
exceeded the Partnership's cash, and cash equivalents. The general
partners, during the forthcoming year, will not demand payment of
amounts due in excess of such cash or such that the Partnership would
not have sufficient operating cash.
An affiliate of NAPICO is the general partner in 10 of the limited
partnerships, and another affiliate receives property management fees
of approximately 5 to 6% of revenues from five of these partnerships.
For the three months ended March 31, 1996 and 1995, approximate by
$58,900 and $58,600, respectively, was paid to the affiliate for
property management fees.
Pursuant to the Memorandum of Understanding entered into on August 11,
1995, the Partnership paid to the affiliated management company $16,207
in interest on May 1, 1996. The interest relates to funds advanced to
the Partnership by the master disbursement account maintained by the
management company. In addition, the Partnership on May 1, 1996
reimbursed Housing Programs Corporation II $15,000 for professional
fees, which were estimated to have been paid on behalf of the
Partnership in connection with issues raised in the
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)
Memorandum of Understanding. These amounts are included in operating
expenses for the three months ended March 31, 1996 and in accrued fees
and expenses due general partners at March 31, 1996.
NOTE 5 - CONTINGENCIES
NAPICO is a plaintiff in various lawsuits and has also been named as
defendant in other lawsuits arising from transactions in the ordinary
course of business. In the opinion of management and NAPICO, the claims
will not result in any material liability to the Partnership.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to
estimate that value. The notes payable are collateralized by the
Partnership's investments in investee limited partnerships and are
payable only out of cash distributions from the investee partnerships.
The operations generated by the investee limited partnerships, which
account for the Partnership's primary source of revenues, are subject
to various government rules, regulations and restrictions which make it
impracticable to estimate the fair value of the notes payable and
related accrued interest. The carrying amount of other assets and
liabilities reported on the balance sheets that require such disclosure
approximates fair value due to their short-term maturity.
9
12
HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income
earned from investing available cash and distributions from limited
partnerships in which the Partnership has invested. It is not expected
that any of the local limited partnerships in which the Partnership has
invested will generate cash flow sufficient to provide for
distributions to limited partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds. The
Partnership may also receive distributions from the lower-tier limited
partnerships in which it has invested, however, such amounts are not
expected to be material.
Operating expenses of the Partnership consist of recurring general and
administrative expenses, professional fees for services rendered to the
Partnership and accrued interest on the notes payable. In addition, an
annual Partnership management fee in an amount equal to .5 percent of
invested assets is payable to the general partners.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized.
Distributions received from limited partnerships are treated as return
of capital until the investment balance has been reduced to zero or to
a negative amount equal to future capital contributions required.
Subsequent distributions received are treated as income.
Except for certificates of deposit and money market funds, the
Partnership's investments consist entirely of interests in other
limited partnerships owning government assisted housing projects.
Available cash is invested to provide interest income as reflected in
the statements of operations. These funds can be converted to cash to
meet obligations as they arise. The Partnership intends to continue
investing available funds in this manner.
The Montecito Local Partnership had been operating at a deficit, and
the general partner of the Montecito Local Partnership was unsuccessful
in its attempts to negotiate a mortgage modification with the lender to
improve the situation. No mortgage payments were made since June 6,
1994 and the mortgage was in default. On July 18, 1995, the property
was foreclosed upon by the lender. The Partnership's original
investment in the Montecito Local Partnership represented approximately
5% of the Partnership's total capital raised. The Partnership's
financial statements reflect no investment in the Montecito Local
Partnership at March 31, 1996 and December 31, 1995.
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 1996, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership. In the opinion of management
and NAPICO, the claims will not result in any material liability to the
Partnership.
Housing Programs Corporation II, a general partner of the Partnership, and
certain of its affiliates, on their own behalf and on behalf of the Partnership
and certain other partnerships with which they are associated (collectively, the
"Plaintiff Partnerships"), and NAPICO, and certain of its affiliates, have
entered into a Memorandum of Understanding dated August 11, 1995 and a
Supplement to Memorandum of Understanding dated April 30 1996 (the "MOU"). In
addition to establishing certain Partnership controls, the MOU resolves and
settles various management and control issues which were under discussion for
some time and various claims which were raised in a lawsuit filed in the Los
Angeles Superior Court on June 9, 1995 by Housing Programs Corporation II, the
Partnership, and others against, among others , NAPICO ("the Lawsuit"). All
parties entered into the MOU without any admission of wrongdoing or liability by
any defendant as to any claim in the Lawsuit, in a desire to avoid continued
litigation that would be expensive, time consuming and complex.
By virtue of the MOU, the parties thereto have agreed, among other things, to
the following:
1. An analysis was prepared of the books and records of the
Partnership including an analysis of the books and records of
the master disbursement account maintained by an affiliate of
NAPICO. Based on the analysis, the Partnership paid NAPICO and
its affiliates $16,207 in interest on May 1, 1996, related to
funds advanced to the Partnership by the master disbursement
account.
2. HAPI Management, Inc. ("HAPI"), an affiliate of NAPICO shall
continue to manage the five Partnership properties it
currently manages, subject to various agreed-upon
modifications to the existing management agreements, and HAPI
will not manage the other properties of the Partnership. All
future management arrangements with HAPI will be subject to
Housing Programs Corporation II's reasonable approval.
3. On May 1, 1996, the Partnership reimbursed Housing Programs
Corporation II $15,000 for professional fees, which were
estimated to have been paid behalf of the Partnership in
connection with issues raised in the MOU.
4. The Partnership has engaged an independent Cash Manager,
designated by Housing Programs Corporation II, and approved by
NAPICO, to perform cash management services, including
maintenance of the Partnership's bank accounts and reserves,
payment of property management fees and other accounts
payable, payments to affiliates of NAPICO, and payment of cash
distributions, if any, to the Limited Partners. NAPICO has
agreed to prepare detailed annual budgets to be approved by
Housing Programs Corporation II and thereafter used by the
Cash Manager as a guide and control over Partnership
operations.
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS (CONTINUED)
5. Upon the uncured breach of certain provisions of the MOU, or
upon a future breach of NAPICO's fiduciary duties, Housing
Programs Corporation II may cause NAPICO to resign as a
general partner of the Partnership and become a limited
partner thereof.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the quarter ended
March 31, 1996.
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HOUSING PROGRAMS LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1996
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.
HOUSING PROGRAMS LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
Date:
---------------------------
By:
---------------------------
Charles Boxenbaum
Chairman of the Board
Date:
---------------------------
By:
---------------------------
Shawn Horwitz
Executive Vice President and
Chief Financial Officer
EX-27
2
FINANCIAL DATA SCHEDULE
5
3-MOS
DEC-31-1996
JAN-01-1996
MAR-31-1996
1070803
0
0
0
0
1195803
0
0
15704586
433617
0
0
0
0
(6119357)
15704586
0
152117
0
0
191486
0
229486
270357
0
270357
0
0
0
270357
0
0