<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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 0-27496
CRONOS GLOBAL INCOME FUND XVI, L.P.
(Exact name of registrant as specified in its charter)
California 94-3230380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
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 X No .
---- ----
<PAGE> 2
CRONOS GLOBAL INCOME FUND XVI, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1996 (unaudited) and December 31, 1995 4
Statements of Operations for the three-month period ended September 30, 1996 and the period
March 29, 1996 (Commencement of Operations) to September 30, 1996 (unaudited) 5
Statement of Cash Flows for the period March 29, 1996, (Commencement of Operations)
to September 30, 1996 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events 14
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of
September 30, 1996 and December 31, 1995, statements of operations
for the three months ended September 30, 1996 and the period March
29, 1996 (commencement of operations) to September 30, 1996, and
statement of cash flows for the period March 29, 1996
(commencement of operations) to September 30, 1996.
3
<PAGE> 4
CRONOS GLOBAL INCOME FUND XVI, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ ------------
Assets
<S> <C> <C>
Current assets:
Cash, includes $553,834 at September 30, 1996 and $100
at December 31, 1995 in interest-bearing accounts $ 805,109 $ 100
Net lease receivables due from Leasing Company
(notes 1 and 2) 260,523 --
------------ ------------
Total current assets 1,065,632 100
------------ ------------
Container rental equipment, at cost 23,304,430 --
Less accumulated depreciation 545,765 --
------------ ------------
Net container rental equipment 22,758,665 --
------------ ------------
Organizational costs, net 1,077,407 --
------------ ------------
$ 24,901,704 $ 100
============ ============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner (notes 1 and 3) $ 103,202 $ --
Due to manufacturers 1,980,660 --
------------ ------------
Total current liabilities 2,083,862 --
------------ ------------
Partners' capital (deficit):
General partner (409) --
Limited partners 22,818,251 100
------------ ------------
Total partners' capital 22,817,842 100
------------ ------------
$ 24,901,704 $ 100
============ ============
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE> 5
CRONOS GLOBAL INCOME FUND XVI, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three For the Period March 29, 1996
Months Ended (Commencement of Operations)
September 30, 1996 through September 30, 1996
------------------ -----------------------------
<S> <C> <C>
Net lease revenue (notes 1 and 4) $474,803 $685,769
Other operating expenses:
Depreciation and amortization 408,993 591,295
Other general and administrative expenses 6,591 12,003
-------- --------
415,584 603,298
-------- --------
Earnings from operations 59,219 82,471
Other income:
Interest income 12,663 40,537
-------- --------
Net earnings $ 71,882 $123,008
======== ========
Allocation of net earnings:
General partner $ 10,025 $ 11,796
Limited partners 61,857 111,212
-------- --------
$ 71,882 $123,008
======== ========
Limited partners' per unit
share of net earnings $ .06 $ .15
======== ========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE> 6
CRONOS GLOBAL INCOME FUND XVI, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period March 29, 1996,
(Commencement of Operations)
through September 30, 1996
------------------------------
<S> <C>
Net cash provided by operating activities $ 456,296
Cash flows used in investing activities:
Purchase of container rental equipment (20,212,460)
Acquisition fees to general partner (1,010,623)
------------
Net cash used in investing activities (21,223,083)
------------
Cash flows provided by (used in) financing activities:
Capital contributions 25,509,480
Underwriting commissions (2,550,858)
Offering and organizational expenses (1,122,938)
Distribution to partners (263,888)
------------
Net cash provided by financing activities 21,571,796
------------
Net increase in cash and cash equivalents 805,009
Cash and cash equivalents at January 1 100
------------
Cash and cash equivalents at September 30 $ 805,109
============
</TABLE>
The accompanying notes are an integral part of these statements
6
<PAGE> 7
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XVI, L.P. (the "Partnership") is a
limited partnership organized under the laws of the State of
California on September 1, 1995, for the purpose of owning and
leasing marine cargo containers, special purpose containers and
container-related equipment. Cronos Capital Corp. ("CCC") is the
general partner and, with its affiliate Cronos Containers Limited
(the "Leasing Company"), manages and controls the business of the
Partnership.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent Agreement whereby
the Leasing Company has the responsibility to manage the leasing
operations of all equipment owned by the Partnership. Pursuant to
the Agreement, the Leasing Company is responsible for leasing,
managing and re-leasing the Partnership's containers to ocean
carriers and has full discretion over which ocean carriers and
suppliers of goods and services it may deal with. The Leasing
Agent Agreement permits the Leasing Company to use the containers
owned by the Partnership, together with other containers owned or
managed by the Leasing Company and its affiliates, as part of a
single fleet operated without regard to ownership. Since the
Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it
is accounted for as a lease under which the Partnership is lessor
and the Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating
expenses and management fees to CCC and the Leasing Company. The
Leasing Company leases containers to ocean carriers, generally
under operating leases which are either master leases or term
leases (mostly two to five years). Master leases do not specify
the exact number of containers to be leased or the term that each
container will remain on hire but allow the ocean carrier to pick
up and drop off containers at various locations; rentals are based
upon the number of containers used and the applicable per-diem
rate. Accordingly, rentals under master leases are all variable
and contingent upon the number of containers used. Most containers
are leased to ocean carriers under master leases; leasing
agreements with fixed payment terms are not material to the
financial statements. Since there are no material minimum lease
rentals, no disclosure of minimum lease rentals is provided in
these financial statements.
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue
is recognized when earned.
The Partnership has determined that for accounting purposes the
Leasing Agent Agreement is a lease, and the receivables, payables,
gross revenues and operating expenses attributable to the
containers managed by the Leasing Company are, for accounting
purposes, those of the Leasing Company and not of the Partnership.
Consequently, the Partnership's balance sheets and statements of
operations display the payments to be received by the Partnership
from the Leasing Company as the Partnership's receivables and
revenues.
(Continued)
7
<PAGE> 8
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(d) Financial Statement Presentation
These financial statements have been prepared without audit.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting procedures have been omitted. It is suggested
that these financial statements be read in conjunction with the
financial statements and accompanying notes in the Partnership's
latest annual report on Form 10-K.
The preparation of financial statements in conformity with
generally accepted accounting principles (GAAP) requires the
Partnership 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 the reported amounts of revenues and expenses
during the reported period.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion
of management, necessary to a fair statement of the financial
condition and results of operations for the interim periods
presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base
management fees payable, and reimbursed administrative expenses payable
to CCC, the Leasing Company, and its affiliates from the rental billings
payable by the Leasing Company to the Partnership under operating leases
to ocean carriers for the containers owned by the Partnership. Net lease
receivables at September 30, 1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $6,955 at September 30, 1996 $633,816 $ --
Less:
Direct operating payables and accrued expenses 244,431 --
Damage protection reserve 5,800 --
Base management fees 66,229 --
Reimbursed administrative expenses 56,833 --
-------- -----
$260,523 $ --
======== =====
</TABLE>
(Continued)
8
<PAGE> 9
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(3) Due to General Partner
The amount due to CCC and its affiliates at September 30, 1996 consists
of acquisition fees.
(4) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
management fees and reimbursed administrative expenses to CCC, the
Leasing Company, and its affiliates from the rental revenue billed by
the Leasing Company under operating leases to ocean carriers for the
containers owned by the Partnership. Net lease revenue for the three
months ended September 30, 1996 and the period March 29, 1996
(commencement of operations) through September 30, 1996 was as follows:
<TABLE>
<CAPTION>
Three For the Period March 29, 1996
Months Ended (Commencement of Operations)
September 30, 1996 through September 30, 1996
------------------ -----------------------------
<S> <C> <C>
Rental revenue $ 702,215 $1,037,710
Rental equipment operating expenses 140,061 223,262
Base management fees 48,783 71,846
Reimburse administrative expenses 38,568 56,833
---------- ----------
$ 474,803 $ 685,769
========== ==========
</TABLE>
(Continued)
9
<PAGE> 10
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(5) Equipment Purchases
As of September 30, 1996, the Partnership had purchased the following
types of equipment:
<TABLE>
<CAPTION>
Purchased from
Purchased Container Total
Equipment Type from CCC Manufacturers Purchased
-------------- --------- -------------- ---------
<S> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot - 3,477 3,477
Forty-foot - 449 449
Forty-foot high-cube - 360 360
Refrigerated Cargo Containers:
Twenty-foot - 90 90
Forty-foot high-cube - 300 300
Tank Containers:
Twenty-foot - 52 52
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Partnership through September 30, 1996 was
$22,193,120, of which $20,212,460 was paid from the Net Proceeds of this
offering, and $1,980,660 remained payable to equipment manufacturers.
This equipment had been acquired from third-party container
manufacturers located in Taiwan, South Korea, India, the People's
Republic of China, Thailand, Germany, Mexico, and the United Kingdom. At
September 30, 1996, the Partnership had committed to purchase from
container manufacturers an additional 200 forty-foot and 100 forty-foot
high-cube dry cargo containers, at an aggregate manufacturers' invoice
cost of approximately $1,004,500. The Partnership expects to accept
delivery of this new equipment during the fourth quarter of 1996. The
Partnership's purchase obligations are conditional upon its raising
sufficient gross proceeds from its offering to fund the purchases.
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between September 30, 1996 and
December 31, 1995.
The Registrant's primary objective is to generate cash flow from
operations for distribution to its Limited Partners. Aside from the
initial working capital reserve retained from Gross Proceeds (equal
to approximately 1% of such Proceeds), the Registrant relies
primarily on net lease revenue receipts to meet this objective.
The Registrant commenced offering limited partnership interests to
the public on December 28, 1995. The Registrant commenced operations
on March 29, 1996 when the minimum subscription proceeds of
$2,000,000 were obtained from at least 100 subscribers (excluding
from such count, Pennsylvania residents, the General Partner, and
affiliates of the General Partner). At September 30, 1996, the
Registrant had raised $25,508,580 through the offering of limited
partnership interests, from which it had paid brokerage commissions,
reimbursed the General Partner for public offering expenses, and
purchased equipment. The offering of the Partnership interests shall
continue until no later than December 27, 1997, or until all of the
units are sold, whichever first occurs.
The Registrant's cash balances as of September 30, 1996 included the
unused proceeds of the offering, together with interest earned
thereon and amounts reserved as working capital. The following table
sets forth the use of said subscription proceeds as of September 30,
1996.
<TABLE>
<CAPTION>
Percentage of
Amount Gross Proceeds
------ --------------
<S> <C> <C>
Gross Subscription Proceeds $25,508,580 100.0%
Public Offering Expenses:
Underwriting Commissions 2,550,858 10.0%
Offering and Organizational Expenses 1,122,938 4.4%
----------- -----
Total Public Offering Expenses 3,673,796 14.4%
----------- -----
Net Proceeds 21,834,784 85.6%
Acquisition Fees 1,010,623 4.0%
Working Capital Reserve 255,086 1.0%
Unexpended Proceeds 356,615 1.4%
----------- -----
Gross Proceeds Invested in Equipment $20,212,460 79.2%
=========== =====
</TABLE>
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base
management fees payable, and reimbursed administrative expenses
payable to CCC and its affiliates from the rental billings payable
by the Leasing Company to the Registrant. During the Registrant's
first year of operations, and pending the build-up of the
Registrant's fleet of Equipment, the General Partner and its
11
<PAGE> 12
affiliates have agreed to defer the deduction of all base management
fees and reimbursable administrative expenses from the leasing
receivables due to the Registrant. At September 30, 1996, these
deferred fees and expenses totaled $123,062.
At September 30, 1996, the Registrant had committed to purchase from
container manufacturers an additional 200 twenty-foot and 100
forty-foot high-cube dry cargo containers at an aggregate
manufacturers' invoice cost of approximately $1,004,500. The
Registrant expects to accept delivery of this new Equipment during
the fourth quarter of 1996. The Registrant's purchase obligations
are conditional upon its raising sufficient gross proceeds from its
offering to fund the purchases. To date, the Registrant has not
sought a bridge loan. The Registrant may secure a bridge loan from
one or more unaffiliated commercial lending sources to allow the
Registrant to take advantage of Equipment purchasing opportunities
during the remaining period of time that the units of the Registrant
are offered and sold to the public.
Cash distributions from operations are allocated 5% to the General
Partner and 95% to the Limited Partners. Distribution of sales
proceeds are allocated 1% to the General Partner and 99% to the
Limited Partners. This sharing arrangement will remain in place
until the Limited Partners receive aggregate distributions in an
amount equal to their capital contributions plus an 8% cumulative,
compounded (daily) annual return on their adjusted capital
contributions. Thereafter, all distributions will be allocated 15%
to the General Partner and 85% to the Limited Partners.
Distributions are paid monthly, based upon cash flow from operations
and cash generated from container sales proceeds. During its initial
years of operations and at the discretion of the General Partner,
the Registrant will use cash generated from sales proceeds to
purchase and replace Equipment which have been lost or damaged
beyond repair. During the period from March 29, 1996 through
September 30, 1996, the Registrant provided cash from operations in
the amount of $456,296 and distributed $250,683 and $13,205 to the
Limited Partners and the General Partner, respectively.
2) Material changes in the results of operations between the three-month
periods ended September 30, 1996 and September 30, 1995, the period
ended March 29, 1996 (commencement of operations) to September 30, 1996
and the nine-month period ended September 30, 1995.
The Registrant did not commence operations until March 29, 1996,
therefore a discussion of comparative periods cannot be made. For
the period March 29, 1996 to September 30, 1996, the Registrant's
net earnings were $123,008, comprised of net lease revenue, less
depreciation and amortization of $591,295, as well as other general
and administrative expenses and interest income.
The Registrant's net lease revenue is determined by deducting direct
operating expenses, management fees and reimbursed administrative
expenses from the rental revenues billed by the Leasing Company from
the leasing of the Registrant's containers. The Registrant's net
lease revenue is directly related to the size of its fleet as well
as the utilization and lease rates of the equipment owned by the
Registrant. Direct operating expenses include repositioning costs,
storage and handling expenses, agent fees and insurance premiums, as
well as provisions for doubtful accounts and repair costs for
containers covered under damage protection plans. Direct operating
costs are affected by the quantity of off-hire containers as well as
the frequency at which the containers are redelivered. During the
build-up phase of the Registrant's fleet, direct operating costs may
be greater if containers purchased directly from container
manufacturers experience an off-hire period while they are marketed
and repositioned for initial lease-out. During that period, the
Registrant incurs storage, handling and repositioning costs. At the
same time, direct operating costs may be lessened with respect to
containers purchased directly from the General Partner. Such
containers are generally on-hire and generating revenues at the time
of purchase.
12
<PAGE> 13
The Registrant's fleet size, as measured in twenty-foot equivalent
units ("TEU"), and average utilization rates at March 31, 1996, June
30, 1996 and September 30, 1996 were as follows:
<TABLE>
<CAPTION>
March 31, June 30, September 30,
1996 1996 1996
------------- ------------- -------------
<S> <C> <C> <C>
Fleet size (measured in twenty-
foot equivalent units (TEU)):
Dry cargo containers 600 4,386 5,095
Refrigerated containers 235 490 690
Tank containers 17 48 52
Average utilization:
Dry cargo containers 15.5% 63.4% 70.4%
Refrigerated containers - % 88.7% 52.3%
Tank containers - % 75.0% 88.5%
</TABLE>
The Registrant commenced its operations during a period of general
softening within the container leasing market. At September 30, 1996,
container inventories industry wide remained at larger-than-usual
levels, resulting in lower utilizations. One positive effect of these
excess inventories is that the Registrant has acquired containers from
manufacturers at favorable prices. Market conditions have subjected base
per-diem rental rates to downward pressures. Since the first quarter of
1996, the Leasing Company has implemented various market strategies,
including but not limited to, offering incentives to shipping companies
and repositioning containers to higher demand locations in order to
counter these market conditions. Ancillary revenues have fluctuated,
favoring a downward trend. At the same time, incentives offered to
shipping companies in the form of free days have risen. Currently, there
are no visible signs of improvement in the leasing market and hence
further downward pressure on rental rates can be expected in ensuing
quarters. These leasing market conditions should restrain the
Registrant's results from operations during its build-up phase of
operations during 1996 and 1997.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events
Equipment Acquisitions
Pursuant to the undertakings made in its Registration Statement
No. 33-98290, Section 7.2 (h) of the Partnership Agreement, the
Registrant had purchased the following types of equipment as of
September 30, 1996:
<TABLE>
<CAPTION>
Purchased Registrant's
Purchased from from Container Total Average Cost
Equipment Type the General Partner Manufacturers Purchased Per Container
-------------- ------------------- -------------- --------- -------------
<S> <C> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot - 3,477 3,477 $ 2,369
Forty-foot - 449 449 $ 3,558
Forty-foot high-cube - 360 360 $ 4,001
Refrigerated Cargo Containers:
Twenty-foot - 90 90 $21,108
Forty-foot high-cube - 300 300 $25,655
Tank Containers:
Twenty-foot - 52 52 $25,393
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Registrant through September 30, 1996
was $22,193,120, of which $20,212,460 was paid from the Net
Proceeds of this offering, and $1,980,660 remained payable to
equipment manufacturers. This equipment had been acquired from
third-party container manufacturers located in Taiwan, South
Korea, India, the People's Republic of China, Thailand, Germany,
Mexico, and the United Kingdom. At September 30, 1996, the
Registrant had committed to purchase from container manufacturers
an additional 200 forty-foot and 100 forty-foot high-cube dry
cargo containers, at an aggregate manufacturers' invoice cost of
approximately $1,004,500.
14
<PAGE> 15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and
restated as of December 28, 1995 *
3(b) Certificate of Limited Partnership of the Registrant **
10 Form of Leasing Agent Agreement with Cronos Containers ***
Limited
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
In lieu of filing a current report on Form 8-K, the Registrant has
provided in Part II, Item 5 hereof, a description of its purchase of
marine cargo containers during the period March 29, 1996 (commencement
of operations) to September 30, 1996.
- ---------------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 28, 1995, included as part of Registration
Statement on Form S-1 (No. 33-98290)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-98290)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-98290)
15
<PAGE> 16
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.
CRONOS GLOBAL INCOME FUND XVI, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ JOHN KALLAS
--------------------------
John Kallas
Vice President, Treasurer
Principal Financial & Accounting Officer
Date: November 11, 1996
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and
restated as of December 28, 1995 *
3(b) Certificate of Limited Partnership of the Registrant **
10 Form of Leasing Agent Agreement with Cronos Containers ***
Limited
27 Financial Data Schedule Filed with this document
</TABLE>
- ---------------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 28, 1995, included as part of Registration
Statement on Form S-1 (No. 33-98290)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-98290)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-98290)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT SEPTEMBER 30, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS
FOR THE PERIOD MARCH 29, 1996 TO SEPTEMBER 30, 1996 (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS
PART OF ITS REPORT ON FORM 10-Q FOR THE PERIOD MARCH 29, 1996 TO SEPTEMBER 30,
1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 805,109
<SECURITIES> 0
<RECEIVABLES> 260,523
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,065,632
<PP&E> 23,304,430
<DEPRECIATION> 545,765
<TOTAL-ASSETS> 24,901,704
<CURRENT-LIABILITIES> 2,083,862
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 22,817,842
<TOTAL-LIABILITY-AND-EQUITY> 24,901,704
<SALES> 0
<TOTAL-REVENUES> 685,769
<CGS> 0
<TOTAL-COSTS> 603,298
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123,008
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
