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 the quarter ended
March 31, 1998 Commission file number 0-8915
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(Exact name of registrant as specified in its charter)
Illinois 36-2875192
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 13
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 4,483,669 4,078,008
Rents and other receivables . . . . . . . . . . . . . . . . . . . . 652,512 773,584
Escrow deposits and other assets. . . . . . . . . . . . . . . . . . 401,513 304,079
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 5,537,694 5,155,671
------------ -----------
Property held for sale or disposition . . . . . . . . . . . . . . . . 16,148,745 16,148,745
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,183,781 1,222,059
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 1,136,757 1,211,580
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . 1,131,265 1,473,172
------------ -----------
$ 25,138,242 25,211,227
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1998 1997
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 22,596,906 23,002,015
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,072,259 1,087,454
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 173,055 176,157
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 23,842,220 24,265,626
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 51,609 54,562
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 23,893,829 24,320,188
Venture partner's subordinated equity in venture. . . . . . . . . . . 105,529 105,529
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (617,511) (631,646)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (676,244) (676,244)
------------ -----------
(1,292,755) (1,306,890)
------------ -----------
Limited partners (18,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 16,269,038 16,269,038
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . 15,654,122 15,314,883
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (29,491,521) (29,491,521)
------------ -----------
2,431,639 2,092,400
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 1,138,884 785,510
------------ -----------
$ 25,138,242 25,211,227
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,149,467 2,225,521
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,092 66,640
----------- -----------
2,219,559 2,292,161
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 524,782 560,494
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 859,540 862,690
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 26,000 24,059
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 54,637 61,322
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 29,319 34,714
----------- ----------
1,494,278 1,543,279
----------- ----------
725,281 748,882
Venture partner's share of
venture's operations. . . . . . . . . . . . . . . . . . . . . . . . . . . (371,907) (389,139)
----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . $ 353,374 359,743
=========== ==========
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . . . $ 18.84 19.18
=========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . . . $ -- --
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 353,374 359,743
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 54,637 61,322
Venture partner's share of venture's operations . . . . . . . . . . . . 371,907 389,139
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 121,072 (334,695)
Escrow deposits and other assets. . . . . . . . . . . . . . . . . . . . (97,434) (123,028)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 74,823 (53,830)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,195) 166,383
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,102) (2,831)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (2,953) 10,346
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 857,129 472,549
------------ -----------
Cash flows from investing activities:
Additions to investment property. . . . . . . . . . . . . . . . . . . . . -- (108,763)
Payments of deferred expenses . . . . . . . . . . . . . . . . . . . . . . (16,359) (26,490)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (16,359) (135,253)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (405,109) (369,669)
Distributions to venture partner. . . . . . . . . . . . . . . . . . . . . (30,000) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (435,109) (369,669)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 405,661 (32,373)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 4,078,008 3,840,380
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 4,483,669 3,808,007
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 527,884 563,325
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1997 which are
included in the Partnership's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership record an
impairment loss on its property to be held for investment whenever its
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from its operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to a plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term. In accordance with SFAS 121, any property
identified as "held for sale or disposition" is no longer depreciated.
Adjustments for impairment loss for such property (subsequent to the date
of adoption of SFAS 121) are made in each period as necessary to report
these properties at the lower of carrying value or fair value less costs to
sell. The adoption of SFAS 121 did not have any effect on the
Partnership's financial position, results of operations or liquidity.
As the venture has committed to a plan to sell the Partnership's
remaining property, the property was classified as held for sale as of
December 31, 1996, and therefore, is not subject to continued depreciation
beginning January 1, 1997. The results of operations, net of venture
partner's share, of the Partnership's remaining property included in the
accompanying consolidated financial statements was $371,907 and $396,899,
respectively, for the three months ended March 31, 1998 and 1997.
Certain amounts in the 1997 Financial Statements have been
reclassified in order to conform with the 1998 presentation.
<PAGE>
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1998 and for the three months ended March 31, 1998 and 1997 are as follows:
Unpaid at
March 31,
1998 1997 1998
------ ------ -------------
Reimbursement (at cost) for
out-of-pocket expenses. . . $ 20 -- --
====== ====== ====
OAKRIDGE VENTURE
Occupancy at the property was 94% at March 31, 1998. As discussed
below, the Partnership sold its interest in the venture to the venture
partner in April 1998.
Montgomery Ward, an anchor department store, which owns its own
facility at Oakridge Mall, filed for bankruptcy protection pursuant to
Chapter 11 of the Federal Bankruptcy Code on July 7, 1997. The anchor
store continues to operate and fulfill its obligations under its operating
agreement.
The Partnership had been in discussions with potential buyers for the
Oakridge Shopping Mall (on behalf of the venture) or the Partnership's
interest in the property. Per the venture agreement, the venture partner
held the right of first opportunity to purchase the Partnership's interest
in the venture had the Partnership pursued a sale of the property.
Pursuant to the venture agreement, if the venture partner elected to
exercise its right of first opportunity, the venture partner would then
have 90 days after making such an election to close such sale. The
purchase price of the Partnership's interest would be such as would produce
for the Partnership the same consideration as the sale of the property to
an unaffiliated third party.
On April 8, 1998, the Partnership sold its interest to the venture
partner for $31,950,000 ($20,700,000 plus the assumption of the
Partnership's share of the mortgage loan of approximately $11,250,000).
The Partnership received approximately $20,900,000 in cash at closing
including a distribution of previously undistributed cash flow from
operations of approximately $494,000 and adjustments for prorations and
closing costs, but before consideration of certain costs of sale incurred
by the Partnership, including a sale commission due to the General Partner.
Pursuant to the sale agreement, a cash reserve of $250,000 was established
to pay for certain costs that may be incurred related to certain
maintenance items at the property. Any funds remaining in the cash reserve
at December 1, 1998 will be distributed one-half to the Partnership and
one-half to the venture partner. As a result of this transaction, the
Partnership will recognize a gain of approximately $23,000,000 for
financial reporting purposes and expects to realize a gain of approximately
$24,000,000 for Federal income tax purposes in 1998.
In addition, in connection with the sale of the Partnership's interest
in the venture and as is customary in such transactions, the Partnership
agreed to certain representations, warranties and covenants with a
stipulated survival period which expires December 1, 1998. Although it is
not expected, the Partnership may ultimately have some liability under such
representations, warranties and covenants which are limited to actual
damages and shall in no event exceed $1,000,000. Additionally, the
Partnership provided a representation regarding its title relating to its
Partnership interest in the venture. Such representation is for the full
proceeds from sale of the interest and also expires December 1, 1998. The
Partnership's interest in the venture was its only remaining property
investment and due to its sale, the Partnership intends to wind up its
affairs and liquidate by year end 1998.
<PAGE>
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1998 and for the three months ended March 31, 1998 and 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
During 1997, some of the Holders of Interests in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at amounts between
$350 and $485 per Interest. The Partnership recommended against acceptance
of these offers on the basis that, among other things, the offer prices
were inadequate. Such offers have expired. The Partnership had also
received requests from other unaffiliated third parties for the list of
Holders of Interests.
The board of directors of JMB Realty Corporation ("JMB"), the
corporate general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
The Partnership had been made aware that, in April 1998, an
unaffiliated third party made an unsolicited tender offer to some of the
Holders of Interests. The offer seeks to purchase up to 4.9% of the
Interests in the Partnership at $375 per Interest. Such offer expires in
May 1998. The Special Committee recommended against acceptance of this
offer on the basis that, among other things, the offer price is inadequate.
As of the date of this report, the Partnership is aware that 3.84% of
the outstanding Interests have been purchased by all such unaffiliated
third parties either pursuant to such tender offers or through negotiated
purchases. It is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.
At March 31, 1998, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $4,484,000. Such funds will be
utilized for working capital requirements and distributions to partners.
The sources of capital (in addition to the cash and cash equivalents) for
future liquidity and distributions will be through net cash generated by
Oakridge and from the sale of the Partnership's interest in Oakridge, as
discussed below.
Oakridge Mall has been considered held for sale or disposition as of
December 31, 1996. On April 8, 1998, the Partnership sold its interest to
the venture partner for $31,950,000 ($20,700,000 plus the assumption of the
Partnership's share of the mortgage loan of approximately $11,250,000).
Reference is made to the Notes for a further description of such sale.
Proceeds from the sale of the Partnership's interest, less any reserve
deemed appropriate by the General Partner, are expected to be distributed
to the partners in August 1998. The Partnership's interest in the venture
was its only remaining property investment and due to its sale, the
Partnership intends to wind up its affairs and liquidate by year end 1998.
The Partnership will distribute its remaining cash after payment of
expenses and liabilities. During 1998, it is currently expected that the
partnership will distribute sale and final liquidating distributions in the
<PAGE>
aggregate in excess of $1,000 per Limited Partnership Interest. However,
this is an estimate only and the sale and final liquidating distribution to
the Limited Partners, which will depend on, among other things, amounts
needed to pay or provide for the Partnership's remaining expenses and
liabilities, may vary from such estimate.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at March 31, 1998 as
compared to December 31, 1997 is due primarily to the temporary investment
of cash generated from operations at the Oakridge investment property.
The decrease in rents and other receivables at March 31, 1998 as
compared to December 31, 1997 is primarily due to the timing of tenant
rental receipts at the Oakridge investment property.
The increase in escrow deposits and other assets at March 31, 1998 as
compared to December 31, 1997 is primarily due to the timing of payment of
real estate taxes at the Oakridge investment property.
The decrease in venture partner's deficit in venture at March 31, 1998
as compared to December 31, 1997 is due to the allocation to the venture
partner of its share of operations of the Oakridge investment property.
The decrease in rental income for the three months ended March 31,
1998 as compared to the three months ended March 31, 1997 is primarily due
to the collection in 1997 of delinquent rents from certain tenants at the
Oakridge investment property which had been previously deemed uncollectible
by the Oakridge venture.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
remaining investment property.
<CAPTION>
1997 1998
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Oakridge Mall
San Jose, California. . . 91% 90% 90% 94% 94%
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated October 17,
1977, as supplemented on December 5, 1977, January 16, 1978 and March 28,
1978, as filed with the Commission pursuant to Rules 424(b) and 424(c), is
hereby incorporated herein by reference to Exhibit 3-A to the Partnership's
Report for December 31, 1993 on Form 10-K of the Securities Exchange Act of
1934 (File No. 0-8915) filed on March 25, 1994.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, and which agreement is hereby
incorporated herein by reference to Exhibit 3-B to the Partnership's Report
for December 31, 1993 on Form 10-K of the Securities Exchange Act of 1934
(File No. 0-8915) filed on March 25, 1994.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to
Exhibit 3-C to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-8915) dated November 8, 1996.
4-A. Secured promissory note #1 dated February 15, 1995 in
the amount of $23,900,000 relating to the refinancing of the mortgage note
by Oakridge Associates, Ltd. which owns Oakridge Mall in San Jose,
California is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-8915) dated May 11,
1995.
4-B. Secured promissory note #2 dated February 15, 1995 in
the amount of $3,100,000 relating to the refinancing of the mortgage note
by Oakridge Associates, Ltd. which owns Oakridge Mall in San Jose,
California is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-8915) dated May 11,
1995.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in Oakridge Mall in San Jose, California, are
hereby incorporated herein by reference to the Partnership's Registration
Statement on Form S-11 (File No. 2-59231) dated October 17, 1977 as
amended.
10-B. Closing statement dated February 15, 1995 relating to
the refinancing by Oakridge Associates, Ltd. which owns Oakridge Mall in
San Jose, California is hereby incorporated herein by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-8915)
dated May 11, 1995.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 13, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,483,669
<SECURITIES> 0
<RECEIVABLES> 1,054,025
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,537,694
<PP&E> 16,148,745
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,138,242
<CURRENT-LIABILITIES> 23,842,220
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,138,884
<TOTAL-LIABILITY-AND-EQUITY>25,138,242
<SALES> 2,149,467
<TOTAL-REVENUES> 2,219,559
<CGS> 0
<TOTAL-COSTS> 914,177
<OTHER-EXPENSES> 55,319
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 524,782
<INCOME-PRETAX> 725,281
<INCOME-TAX> 0
<INCOME-CONTINUING> 353,374
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 353,374
<EPS-PRIMARY> 18.84
<EPS-DILUTED> 18.84
</TABLE>
