<PAGE>
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 March 31, 1998
[ ] 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 0-10430
DE ANZA PROPERTIES - XII, LTD.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3601367
(State or other jurisdiction of (IRS Employer Iden-
incorporation or organization) tification Number)
9171 WILSHIRE BOULEVARD, SUITE 627
BEVERLY HILLS, CALIFORNIA 90210
(Address of principal executive offices, including zip code)
(310) 550-1111
(The registrant's telephone number, including area code)
NO CHANGE
(Former name, former address and former fiscal year,
if changed since last report)
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 ___
---
Pursuant to the Securities Exchange Act of 1934 Release 15502 and Rule
240.0-3(b) (17 CFR 240.0-3(b)), the pages of this document have been numbered
sequentially. The total number of pages contained herein is 16.
1
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
- ------ ---------------------
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets 3
Statements of Income 5
Statements of Changes in Partners'
Capital (Deficit) 6
Statements of Cash Flows 7
Notes to Financial Statements 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 14
PART II. OTHER INFORMATION 15
- ------- -----------------
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------- ------------
ASSETS
<S> <C> <C>
CASH AND CASH EQUIVALENTS - Note 1 $ 550,832 $ 876,533
ACCOUNTS RECEIVABLE 27,513 2,289
PREPAID EXPENSES 31 38,312
---------- ----------
578,376 917,134
---------- ----------
NOTES RECEIVABLE - Note 5 148,401 217,248
---------- ----------
PROPERTY AND EQUIPMENT - Notes 2 and 5
Land 4,721 1,179,884
Land improvements 2,940 3,560,450
Buildings and improvements 18,950 9,914,217
Furniture and equipment - 484,385
---------- ----------
26,611 15,138,936
Less accumulated depreciation 12,879 7,270,812
---------- ----------
13,732 7,868,124
---------- ----------
OTHER ASSETS
Loan costs - less accumulated amortization
of $26,497 at December 31, 1997 -
Note 2 - 70,837
Prepaid sale costs - Note 5 1,710 45,754
Other 1,000 1,000
---------- ----------
2,710 117,591
---------- ----------
$ 743,219 $9,120,097
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Balance Sheets (Continued)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
<S> <C> <C>
ACCOUNTS PAYABLE AND ACCRUED EXPENSES -
including $15,265 and $8,768 due to
related party at March 31, 1998
and December 31, 1997, respectively $ 52,131 $ 124,114
DEPOSITS AND ADVANCE RENTALS - 43,885
SECURED NOTE PAYABLE - Note 2 - 4,170,474
--------- ----------
52,131 4,338,473
--------- ----------
PARTNERS' CAPITAL (DEFICIT)
General partners - (1,629,110)
Limited partners, 22,719 units issued
and outstanding 691,088 6,410,734
--------- ----------
691,088 4,781,624
--------- ----------
$ 743,219 $9,120,097
========= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
------------ ------------
<S> <C> <C>
INCOME
Rent $ 83,150 $571,906
Interest and dividends 74,227 12,450
Other 6,263 7,736
Gain on sale of property and equipment 11,656,725 -
----------- --------
11,820,365 592,092
----------- --------
EXPENSES
Depreciation and amortization 70,887 103,504
Salaries - including $3,255 and $3,723
paid to related party in 1998 and
1997, respectively - Note 3 53,397 47,531
Professional fees and services -
including $7,797 and $13,091 paid
to related party in 1998 and 1997,
respectively - Note 3 52,147 45,426
Other 13,644 15,502
Insurance 13,167 14,922
Interest 11,349 76,483
Maintenance, repairs and supplies 11,307 52,993
Payroll taxes and employee benefits 9,195 11,448
Utilities 6,510 45,215
Real estate taxes 5,636 39,308
----------- --------
247,239 452,332
----------- --------
NET INCOME $11,573,126 $139,760
=========== ========
NET INCOME
GENERAL PARTNERS $ 1,629,110 $ 1,398
=========== ========
LIMITED PARTNERS $ 9,944,016 $138,362
=========== ========
INCOME PER 1% GENERAL
PARTNER INTEREST - Note 4 $ 16,291.10 $ 13.98
=========== ========
INCOME PER LIMITED
PARTNERSHIP UNIT - Note 4 $ 437.70 $ 6.09
=========== ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
(A Limited Partnership)
Statements of Changes in Partners' Capital (Deficit)
(Unaudited)
For the Three Months Ended March 31, 1998 and
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
General Limited
Total Partners Partners
------------------ ------------------ ------------------
<S> <C> <C> <C>
BALANCE - January 1, 1997 $ 3,586,232 $(1,648,564) $ 5,234,796
DISTRIBUTIONS TO PARTNERS (750,000) - (750,000)
NET INCOME - for the year
ended December 31, 1997 1,945,392 19,454 1,925,938
------------ ----------- ------------
BALANCE - December 31, 1997 4,781,624 (1,629,110) 6,410,734
DISTRIBUTIONS TO PARTNERS (15,663,662) - (15,663,662)
NET INCOME - for the three
months ended March 31,
1998 11,573,126 1,629,110 9,944,016
------------ ----------- ------------
BALANCE - March 31, 1998 $ 691,088 - $ 691,088
============ =========== ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Gross rents received from real estate
operations $ 45,164 $ 570,381
Cash paid to suppliers and employees -
including $26,119 and $21,700
paid to related party in 1998
and 1997, respectively (209,992) (227,388)
Interest paid (25,561) (77,388)
Interest and other income received 74,866 20,471
----------- ---------
Net cash (used in) provided by
operating activities (115,523) 286,076
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (1,716) (32,588)
Payments received on notes receivable 68,847 53,244
Sale of property and equipment 20,000,000 -
Sales and closing costs (443,173) (4,656)
----------- ---------
Net cash provided by
investing activities 19,623,958 16,000
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (15,663,662) (187,500)
Principal payments on secured
notes payable (4,170,474) (12,602)
----------- ---------
Net cash used in
financing activities (19,834,136) (200,102)
----------- ---------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (325,701) 101,974
CASH AND CASH EQUIVALENTS:
BALANCE AT BEGINNING OF PERIOD 876,533 631,598
----------- ---------
BALANCE AT END OF PERIOD $ 550,832 $ 733,572
=========== =========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
------------ -------------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
(USED IN) PROVIDED BY OPERATING ACTIVITIES
Net income $ 11,573,126 $139,760
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities
Depreciation and amortization 70,887 103,504
Gain on sale of property and equipment (11,656,725) -
Changes in operating assets and
liabilities
(Increase) decrease in accounts
receivable (25,224) 1,022
Decrease in prepaid expenses 38,281 14,829
(Decrease) increase in accounts
payable and accrued expenses (71,983) 29,623
Decrease in deposits and advance
rentals (43,885) (2,662)
------------ --------
Net cash (used in) provided by
operating activities $ (115,523) $286,076
============ ========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Notes to Financial Statements
(Unaudited)
March 31, 1998 and December 31, 1997 and
For the Three Months Ended March 31, 1998 and 1997
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
have been included. Operating results during the three months ended
March 31, 1998 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto
included in the Partnership's annual report on Form 10-K for the year
ended December 31, 1997.
Cash and Cash Equivalents
-------------------------
The Partnership invests its cash not needed for working capital in
highly liquid short-term investments consisting primarily of money
market funds and certificates of deposit, with original maturities
ranging generally from one to three months. The Partnership considers
all such items to be cash equivalents.
Depreciation
------------
Pursuant to generally accepted accounting principles the Partnership
ceased to depreciate Warner Oaks Apartments ("Warner Oaks") from the
time it determined to sell the property (see Note 5).
NOTE 2 - SECURED NOTE PAYABLE
Secured note payable at December 31, 1997 consisted of the following:
Note collateralized by a first
trust deed, payable in monthly
installments of $29,997, including
interest until December 15,
1997. Thereafter, the monthly
payment changes annually on each
December 15th. Interest accrues at
2.5% over the FHLB's 11th District
Cost of Funds Index, not to exceed
12.9%, adjusted monthly. Unpaid
principal and accrued interest are
due November 15, 2008. The interest
rate in effect at December 31, 1997
was 7.39%. The note was paid on
January 14, 1998 upon the sale of
Warner Oaks. $4,170,474
==========
9
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
(Unaudited)
March 31, 1998 and December 31, 1997 and
For the Three Months Ended March 31, 1998 and 1997
NOTE 3 - TRANSACTIONS WITH RELATED PARTIES
Pursuant to a former management agreement dated October 1, 1985, as
amended, De Anza Assets, Inc., a former affiliate of the operating
general partner (OGP), was paid a management fee in the amount of 5%
of the annual gross receipts from the operations of the Partnership's
properties. The payment of this fee is subordinated to the priority
distribution to the limited partners of 7% of their adjusted capital
contributions each year and is noncumulative, except in the case of a
sale, refinancing or other disposition of the Partnership's
properties. In that case, the difference between the management fee
actually paid and the management fee that would have been paid if it
were not subordinated is payable out of proceeds of the sale,
refinancing or other disposition after payment of the limited
partners' priority return and capital contribution and the general
partners' incentive interest. However, management fees payable
subsequent to a consummated refinancing are not subordinated to the
limited partners' priority return to the extent the subordination
would have been caused by increased debt service charges. At December
31, 1996, cumulative accrued fees of $565,022 to De Anza Assets, Inc.
were subordinated and included in management and condominium
conversion fees payable to affiliate or related party. Shortly before
the sale to an affiliate of Manufactured Home Communities, Inc.
(MHC), as discussed in Note 5, De Anza Assets, Inc. assigned its
rights to receipt of these fees to the Gelfand Family Trust. In
December 1997, this payable was written off when it became apparent
that it would not be paid from proceeds from the then pending sale of
Warner Oaks Apartments under the terms of the partnership agreement.
On August 18, 1994, subsequent to the sale of the Mark and the
property management business of De Anza Group, Inc. (DAG), as
discussed in Note 5, the property management of Warner Oaks and the
two remaining spaces at San Luis Bay was assumed by Terra Vista
Management, Inc. (Terra Vista). Terra Vista is wholly owned by
Michael D. Gelfand, president of the OGP and the son of Herbert M.
Gelfand. Herbert M. Gelfand, together with Beverly Gelfand, is the
sole shareholder of the OGP and an individual general partner. The
Partnership has determined, that based on the anticipated net
proceeds from the disposition or refinancing of the property and
their allocation under the terms of the Partnership Agreement, that
it is not probable any deferred management fees would be paid.
However, in the event there were sufficient proceeds, the deferred
management fees would be paid at that time. At December 31, 1996,
cumulative accrued fees to Terra Vista of $153,500, were subordinated
and included in management and condominium conversion fees payable to
affiliate or related party. The Gelfand Family Trust had agreed to
share equally any payment which is made to the Gelfand Family Trust
for deferred management fees with Terra Vista until Terra Vista has
been paid all outstanding deferred management fees due Terra Vista.
In December 1997, this payable was written off when it became
apparent that it would not be paid from proceeds from the then
pending sale of Warner Oaks Apartments under the terms of the
partnership agreement.
Pursuant to the partnership agreement, a condominium conversion fee
equal to 1% of the sales price of the San Luis Bay homesites sold is
due to an
10
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
(Unaudited)
March 31, 1998 and December 31, 1997 and
For the Three Months Ended March 31, 1998 and 1997
NOTE 3 - TRANSACTIONS WITH RELATED PARTIES (Continued)
affiliate of the OGP (see Note 5). Payment of this fee was deferred
pursuant to the partnership agreement's requirement regarding
subordination to payment of the limited partners' priority return and
capital contribution, the general partners' incentive interest and
deferred management fees. Subordinated cumulative accrued fees of
$77,809 were included in management and condominium conversion fees
payable to an affiliate or related party at December 31, 1996.
Shortly before the sale to MHC, De Anza Assets, Inc. assigned its
rights to receive these fees to the Gelfand Family Trust. In December
1997, this payable was written off when it became apparent that it
would not be paid from proceeds from the then pending sale of Warner
Oaks Apartments under the terms of the partnership agreement.
In addition, Terra Vista was paid $26,119 and $21,700 during the
three months ended March 31, 1998 and 1997, respectively, for
performing bookkeeping, legal, regional management, computer,
disposition and investor relations services necessary for the
operation of the Partnership and its properties.
NOTE 4 - INCOME PER 1% GENERAL PARTNER INTEREST AND LIMITED
PARTNERSHIP UNIT
Income per limited partnership unit is computed based on the limited
partners' share of net income as shown on the Statements of Income
and Changes in Partners' Capital (Deficit) and the number of limited
partnership units outstanding (22,719 units). The general partners'
share of net income has not been included in this computation. Income
per 1% general partner interest is computed based on the general
partners' share of net income as shown on the Statements of
Operations and Changes in Partners' Capital (Deficit).
NOTE 5 - SALE OF PROPERTY AND EQUIPMENT
San Luis Bay
------------
On May 2, 1989, the Partnership entered into an agreement to sell San
Luis Bay Mobile Estates (the 162-space mobile home community in Avila
Beach, California) to the residents for an aggregate sales price of
$8,850,000 and, pursuant to that agreement, subdivided the property
into condominium units in 1991. The Partnership provided purchase
money financing for up to 80% of the individual homesite price,
payable in monthly payments, including interest at 10%, based on a
loan amortization schedule of 30 years, with a balloon payment of
unpaid principal and interest due at the end of seven years. At March
31, 1998 and December 31, 1997, respectively, the outstanding amounts
due under such notes totaled $148,401 and $217,248. Those residents
who purchased their homesites for cash received a 10% discount off
their purchase price.
11
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
(Unaudited)
March 31, 1998 and December 31, 1997 and
For the Three Months Ended March 31, 1998 and 1997
NOTE 5 - SALE OF PROPERTY AND EQUIPMENT (Continued)
San Luis Bay (continued)
------------------------
The Partnership sold 160 homesites prior to 1995. On May 1, 1997, the
Partnership sold one of the two remaining spaces at San Luis Bay for
$100,000. Net proceeds, after commission and sale and closing costs
of $7,112, was $92,888. The sole remaining homesite is leased to a
resident.
The Mark
--------
On August 18, 1994 the Partnership sold The Mark to an affiliate of
MHC, a real estate investment trust, as part of an overall
transaction for the sale of the related management business of DAG
and other mobile home communities affiliated with DAG. In connection
with the sale, the Partnership established various reserves totaling
$230,097. The $230,097 was used to establish the following cash
reserves:
<TABLE>
<S> <C>
MHC Reserve $ 42,000
General Reserve 130,094
Independent Committee Reserve 58,003
</TABLE>
The MHC Reserve was required by MHC. It was released in 1995, at
which time the gain on sale was recognized. The General Reserve and
Independent Committee Reserve were established to fund contingent
liabilities that may arise out of the MHC transaction. During 1996
and 1995, $29,001 of the Independent Committee Reserve and the
$42,000 MHC Reserve, respectively, were released and distributed to
the limited partners as a return of original capital. During 1997,
the balance of the reserves, $159,096, was released.
Pursuant to the guidelines of Financial Accounting Standards No. 66,
"Accounting for Sales of Real Estate," the Partnership deferred in
1994 the recognition of gain on that portion of the sales proceeds,
represented by the MHC Reserve, General Reserve and Independent
Committee Reserve, totaling $230,097. As these reserves were released
or expended, gain on sale was recognized. During 1996 and 1995, the
Partnership recognized as income $29,001 attributable to the
Independent Committee Reserve released and $42,000 attributable to
the MHC Reserve released, respectively. During 1997, the Partnership
recognized as income $29,001 and $130,094 attributable to the
Independent Committee Reserve released and the General Reserve
released, respectively.
12
<PAGE>
DE ANZA PROPERTIES - XII, LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
(Unaudited)
March 31, 1998 and December 31, 1997 and
For the Three Months Ended March 31, 1998 and 1997
NOTE 5 - SALE OF PROPERTY AND EQUIPMENT (continued)
Warner Oaks Apartments
----------------------
In March 1997, the Partnership began actively marketing the Warner
Oaks Apartment complex. In accordance with Statement of Financial
Accounting Standards No. 121, the Partnership ceased depreciating the
assets' carrying value at that time. On October 15, 1997, the
Partnership entered into a contract to sell Warner Oaks Apartments to
Bay Apartment Communities, Inc., a Maryland Corporation, unaffiliated
with the Partnership, for an all-cash price of $20,000,000. The sale
closed on January 14, 1998. After payment of mortgage debt of
$4,170,474, broker's commission of $300,000, transfer taxes of
$112,000 and sales costs of approximately $75,217, the Partnership
netted sale proceeds of $15,342,309. On February 19, 1998, net
proceeds of $15,329,526 were distributed to the limited partners as a
combination of gain distributions and return of original capital. The
Partnership ceased operations, will sell or collect its remaining
assets, settle outstanding liabilities and terminate upon release and
distribution of remaining cash reserves.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
The Partnership's quick ratio increased to 10.6:1 from 3.9:1, including cash
balances of $550,832 and $876,533 at March 31, 1998 and December 31, 1997,
respectively. The increase is due to a decrease in deposits and advance
rentals and operating payables following the sale of Warner Oaks Apartments.
The Partnership's cash balance is its immediate source of liquidity.
On January 14, 1998, the Partnership sold Warner Oaks Apartments, as discussed
in Note 5 to the financial statements, and expects to wind up its operations
in 1998 and dissolve. The Warner Oaks Apartments sale and related distribution
leaves the Partnership with only one space at San Luis Bay Mobile Estates,
notes receivables and cash reserves as assets. The Partnership expects to sell
its remaining space at San Luis Bay and collect its notes receivable (all of
which mature in 1998) in order to liquidate and terminate the Partnership in
1998. No assurance can be given, however, that such termination will occur. As
of March 31, 1998, the amount of the notes receivable outstanding was
approximately $148,000.
Other than as described elsewhere, there are no known trends, demands,
commitments, events or uncertainties which are reasonably likely to materially
affect the Partnership's liquidity.
Results of Operations
- ---------------------
The comparison of results of operations for the three months ended March 31,
1998 and 1997 is dominated by the sale of Warner Oaks Apartments.
Rental and other income decreased 84.6% during the three months ended March
31, 1998 over the same period in 1997 primarily due to the sale of Warner Oaks
Apartments on January 14, 1998. Interest and dividend income increased during
the three months ended March 31, 1998 over the same period in 1997 because
interest was earned on sale proceeds held for a short period until their
distribution.
Expenses decreased 45.3% during the three months ended March 31, 1998 over the
same period in 1997 primarily due to the sale of Warner Oaks Apartments on
January 14, 1998. Additionally, according to generally accepted accounting
principles, from the time the Partnership determined to sell Warner Oaks
Apartments it ceased to depreciate the carrying value of the assets. This
decrease in depreciation expense is offset in part by the write off of loan
costs in 1998 following the repayment of mortgage debt with Warner Oaks
Apartments sale proceeds and higher salary costs in 1998 attributable to
severance salaries and bonuses paid to Warner Oaks Apartments employees.
Other than as described above, there are no known trends or uncertainties
which have had or can be reasonably expected to have a material effect on
continuing operations.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM NUMBER
- -----------
1. LEGAL PROCEEDINGS
No new material legal proceedings were commenced during the three months
ended March 31, 1998 and there are none pending.
2. CHANGES IN SECURITIES
None.
3. DEFAULTS UPON SENIOR SECURITIES
None.
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5. OTHER INFORMATION
None.
6. EXHIBITS AND REPORTS ON FORM 8-K
Form 8-K filed January 29, 1998 relating to the Warner Oaks Apartments sale
on January 14, 1998.
15
<PAGE>
PART II. OTHER INFORMATION (Continued)
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.
DE ANZA PROPERTIES - XII, LTD.
(Registrant)
By DE ANZA CORPORATION
A California Corporation
Operating General Partner
Date: May 13, 1998 By /s/ Michael D. Gelfand
----------------------
Michael D. Gelfand
President and
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 550,832
<SECURITIES> 0
<RECEIVABLES> 175,914
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 726,777
<PP&E> 26,611
<DEPRECIATION> 12,879
<TOTAL-ASSETS> 743,219
<CURRENT-LIABILITIES> 52,131
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 691,088
<TOTAL-LIABILITY-AND-EQUITY> 743,219
<SALES> 83,150
<TOTAL-REVENUES> 11,820,365
<CGS> 0
<TOTAL-COSTS> 165,003
<OTHER-EXPENSES> 70,887
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,349
<INCOME-PRETAX> 11,573,126
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 11,573,126
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,573,126
<EPS-PRIMARY> 437.70<F1>
<EPS-DILUTED> 437.70
<FN>
<F1>EPS IS PER LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
