November 13, 1996
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Apartments Associates, L.P.
Report on Form 10-Q Edgar for Quarter Ended September 30, 1996
File No. 0-10057
Dear Sir/Madam:
Pursuant to the requirements of Rule 901(d) of Regulation S-T, enclosed is one
copy of subject report.
Please stamp and return the enclosed copy of this letter in the enclosed
stamped, self-addressed envelope to acknowledge receipt of this filing.
Very truly yours,
/s/Marie D. Reynolds
Marie D. Reynolds
Assistant Controller
BFAA-10Q3.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
(Mark One)
[ 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
------------------- ---------------
For Quarter Ended September 30, 1996 Commission file number 0-10057
------------------- ---------
Boston Financial Apartments Associates, L.P.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2734133
-------------- --------------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
----------------------- ------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (617) 439-3911
- --------------------------------------------------- -------------
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>
- ------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
Item 1. Financial Statements
Balance Sheets - September 30, 1996 (Unaudited)
and December 31, 1995 1
Statements of Operations (Unaudited) - For the Three
and Nine Months Ended September 30, 1996 and 1995 2
Statement of Changes in Partners' Equity (Deficiency)(Unaudited)-
For the Nine Months Ended September 30, 1996 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended September 30, 1996 and 1995 4
Notes to the Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Items 1-6 11
SIGNATURE 12
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 120,186 $ 121,361
Interest receivable 4,207 18,444
Other current assets 4,069 5,594
------------- -------------
Total current assets 128,462 145,399
Marketable securities, at fair value (Note 1) 736,438 998,083
Investments in Local Limited Partnerships (Note 2) - -
------------- -------------
Total Assets $ 864,900 $ 1,143,482
============= =============
Liabilities and Partners' Deficiency
Current liabilities:
Accounts payable to affiliate $ 13,424 $ 8,972
Accounts payable and accrued expenses 19,032 20,667
Notes payable and accrued interest 1,210,000 1,168,750
------------- -------------
Total current liabilities 1,242,456 1,198,389
Partners' Deficiency (377,556) (54,907)
------------- -------------
Total Liabilities and Partners' Deficiency $ 864,900 $ 1,143,482
============= =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- -------------- --------
Revenue:
<S> <C> <C> <C> <C>
Distribution $ 25,613 $ 18,030 $ 132,277 $ 235,038
Investment and other 17,264 13,610 41,309 50,515
----------- ----------- ----------- -----------
Total Revenue 42,877 31,640 173,586 285,553
----------- ----------- ----------- -----------
Expenses:
General and administrative expense
(includes reimbursement to affiliate in
the amounts of $56,617 and $53,898
in 1996 and 1995, respectively) 28,642 27,578 98,297 94,903
Interest 13,750 13,750 41,250 41,250
Management fees, related party 2,561 1,803 13,228 23,504
----------- ----------- ----------- -----------
Total Expenses 44,953 43,131 152,775 159,657
----------- ----------- ----------- -----------
Income (loss) before loss on liquidation
of interest in Local Limited
Partnership, equity in income of Local Limited
Partnerships and cancellation of indebtedness (2,076) (11,491) 20,811 125,896
Loss on liquidation of interest in Local
Limited Partnership - - - (773,964)
Equity in income of Local Limited
Partnerships - - - 1,980,282
----------- ----------- ----------- -----------
Income (loss) before extraordinary item (2,076) (11,491) 20,811 1,332,214
Extraordinary gain on cancellation
of indebtedness - - - 61,000
----------- ----------- ----------- -----------
Net Income (Loss) $ (2,076) $ (11,491) $ 20,811 $ 1,393,214
=========== =========== =========== ===========
Net Income (Loss) allocated:
To General Partners $ (103) $ (574) $ 1,041 $ 100,619
To Limited Partners (1,973) (10,917) 19,770 1,292,595
----------- ----------- ----------- -----------
$ (2,076) $ (11,491) $ 20,811 $ 1,393,214
=========== =========== =========== ===========
Income (Loss) before extraordinary
item allocated to the Limited
Partners per Limited Partnership
Unit (21,915 Units) $ (0.09) $ (0.51) $ 0.90 $ 56.33
========== =========== =========== ===========
Extraordinary gain on cancellation
of indebtedness allocated to the
Limited Partners per Limited
Partnership Unit (21,915 Units) $ - $ - $ - $ 2.65
=========== =========== =========== ===========
Net Income (Loss) per Limited Partnership
Unit (21,915 Units) $ (0.09) $ (0.51) $ 0.90 $ 58.98
========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Nine Months Ended September 30, 1996
<TABLE>
<CAPTION>
Net
Unrealized
General Limited Gains
Partners Partners (Losses) Total
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ (907,785) $ 841,376 $ 11,502 $ (54,907)
Cash distribution - (328,725) - (328,725)
Net change in net unrealized
gains on marketable securities
available for sale - - (14,735) (14,735)
Net Income 1,041 19,770 - 20,811
------------ ----------- -------- -----------
Balance at September 30, 1996 $ (906,744) $ 532,421 $ (3,233) $ (377,556)
============ =========== ======== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ---------
<S> <C> <C>
Net cash used for operating activities $ (77,557) $ (82,325)
------------- ------------
Cash flows from investing activities:
Purchases of marketable securities (276,004) (860,880)
Proceeds from sales and maturities
of marketable securities 548,834 915,674
Cash distributions received from Local
Limited Partnerships 132,277 1,059,871
------------ ------------
Net cash provided by investing activities 405,107 1,114,665
------------ ------------
Cash flows from financing activities:
Cash distributions (328,725) (657,450)
Payment of note payable and accrued interest - (624,833)
------------ ------------
Net cash used for financing activities (328,725) (1,282,283)
------------ ------------
Net decrease in cash and cash equivalents (1,175) (249,943)
Cash and cash equivalents, beginning 121,361 350,435
------------ ------------
Cash and cash equivalents, ending $ 120,186 $ 100,492
============ ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
Notes to the Financial Statements
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included with the Partnership's 10-K for the year
ended December 31, 1995. In the opinion of management, these financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Partnership's financial position
and results of operations. The results of operations for the periods may not be
indicative of the results to be expected for the year. Certain reclassifications
have been made to prior period financial statements to conform to current period
classifications.
1. Marketable Securities
A summary of marketable securities is as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by the US
Treasury $ 498,544 $ 2,451 $ (3,493) $ 497,502
Mortgage backed securities 214,531 - (2,157) 212,374
Other debt securities 26,596 - (34) 26,562
----------- --------- -------- -----------
Balance at September 30, 1996 $ 739,671 $ 2,451 $ (5,684) $ 736,438
=========== ========= ======== ===========
Debt securities issued by the US
Treasury and other US
government agencies $ 729,567 $ 9,410 $ - $ 738,977
Mortgage backed securities 97,453 259 - 97,712
Other debt securities 159,561 2,094 (261) 161,394
----------- --------- -------- -----------
Balance at December 31, 1995 $ 986,581 $ 11,763 $ (261) $ 998,083
=========== ========= ======== ===========
</TABLE>
The contractual maturities at September 30, 1996 are as follows:
<TABLE>
<CAPTION>
Fair
Cost Value
<S> <C> <C>
Due in one year or less $ 96,205 $ 98,575
Due in one year to five years 428,935 425,489
Mortgage backed securities 214,531 212,374
---------- ----------
$ 739,671 $ 736,438
========== ==========
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
1. Marketable Securities (continued)
Actual maturities may differ from contractual maturities because some issuers
have the right to call or prepay obligations. Proceeds from the sales of fixed
maturities were approximately $549,000 and $916,000 during the nine months ended
September 30, 1996 and 1995, respectively. Gross gains of $28,590 and $4,284 and
gross losses of $2,670 and $7,474 were realized on these sales for the nine
months ended September 30, 1996 and 1995, respectively.
2. Investments in Local Limited Partnerships
As of September 30, 1996 and December 31, 1995, the Partnership's Investment in
Local Limited Partnerships, at cost, was as follows:
<TABLE>
<CAPTION>
Capital Contribu- Net Equity Cash
tions and Related in Income Distributions
Local Limited Acquisition Costs (Losses) Received Net
Partnerships (Cumulative) (Cumulative) (Cumulative) (1) Investment
- ----------------------------- ----------------- ------------ ------------------ ------------
<S> <C> <C> <C> <C>
Bear Creek $ 796,556 $ (200,574) $ (595,982) $ -
Buttonwood Tree 1,482,996 (1,482,996) - -
Captain's Landing 1,057,682 (1,057,682) - -
Chelsea Village 2,076,589 (2,076,589) - -
Mountain View 422,593 (422,593) - -
Oakdale Manor 1,522,621 (1,522,621) - -
Oakwood Terrace 614,643 (614,643) - -
Overland Station 1,232,286 816,511 (1,274,833) 773,964
Park Hill 825,501 (687,453) (138,048) -
Pheasant Ridge 1,050,237 (972,180) (78,057) -
The Woods of Castleton 2,025,681 (2,025,681) - -
Westpark Plaza 1,846,469 (1,115,914) (730,555) -
Woodbridge 1,077,161 (1,060,493) (16,668) -
Woodmeade South 1,619,452 (1,619,452) - -
Youngstoun 935,861 (935,861) - -
-------------- ------------- -------------- ------------
Subtotal 18,586,328 (14,978,221) (2,834,143) 773,964
Less dispositions:
Overland Station (1,232,286) (816,511) 1,274,833 (773,964)
Captain's Landing (1,057,682) 1,057,682 - -
Oakwood Terrace (614,643) 614,643 - -
-------------- ------------- -------------- ------------
Balance at
September 30, 1996 $ 15,681,717 $ (14,122,407) $ (1,559,310) $ -
============== ============= ============== ============
Balance at
December 31, 1995 $ 15,681,717 $ (14,254,684) $ (1,427,033) $ -
============== ============= ============== ============
</TABLE>
(1) Included in cash distributions received is cumulative distribution income of
$942,140 which was received from six Local Limited Partnerships with carrying
values of zero.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
Summarized financial information from the combined financial statements of all
Local Limited Partnerships in which the Partnership has invested is as follows:
Summarized Balance Sheets - September 30, 1996 (Unaudited)
<TABLE>
<CAPTION>
Assets:
<S> <C>
Investment property, net $ 33,570,953
Current assets 1,990,725
Other assets 3,823,349
--------------
Total Assets $ 39,385,027
==============
Liabilities and Partners' Deficiency:
Long-term debt $ 55,131,476
Current liabilities 6,049,162
Other debt 4,742,373
--------------
Total Liabilities 65,923,011
Partners' Deficiency (26,537,984)
--------------
Total Liabilities and Partners' Deficiency $ 39,385,027
==============
Summarized Income Statements - For the
Nine Months Ended September 30, 1996 (Unaudited)
Rental and other revenue $ 8,435,863
------------
Expenses:
Operating 4,578,630
Interest 3,157,844
Depreciation and amortization 1,425,100
------------
Total Expenses 9,161,574
Net Loss $ (725,711)
============
Partnership's share of net loss $ (715,549)
============
Other Partners' share of net loss $ (10,162)
============
</TABLE>
For the nine months ended September 30, 1996, the Partnership has not recognized
$886,771 of equity in losses relating to eight Local Limited Partnerships where
cumulative equity in losses and cumulative distributions have exceeded its total
investments. Also, during the nine months ended September 30, 1996, the
Partnership recognized $38,945 of equity in losses which were previously
unrecognized.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
Notes to the Financial Statements (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
The local general partner of Mountain View Apartments and Woodmeade South
Apartments placed both of the properties into Chapter 11 bankruptcy. The
effective date of the bankruptcy plan was March 24, 1996. In order for the
Partnership to retain an equity interest in these two properties, the bankruptcy
plan required that the Partnership make additional contributions. Management of
the Partnership has decided that additional contributions would not be in the
best interest of the Partnership. Motions for final decrees and to close the
cases were filed in September for both properties. An objection by the
Partnership was not filed by the required October 1996 deadline since the
Partnership has elected not to preserve its equity position through a capital
infusion. The Partnership's relinquishment of its equity interest in these two
Local Limited Partnerships will have no material impact on the Partnership
financial statements, since the Partnership is a limited partner and the two
Local Limited Partnerships currently have carrying values of zero.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At September 30, 1996, the Partnership had cash and cash equivalents of $120,186
as compared with $121,361 at December 31, 1995. The net change in cash and cash
equivalents is due to cash distributions received from Local Limited
Partnerships and proceeds received from the sales and maturities of marketable
securities in excess of purchases of marketable securities. Offsetting these
increases are distributions paid to limited partners and net cash used for
operating activities.
At September 30, 1996, approximately $824,000 of cash, cash equivalents and
marketable securities have been designated as Reserves. The Reserves as defined
in the Partnership Agreement were established to be used for working capital of
the Partnership and contingencies related to the ownership of Local Limited
Partnership interests. Reserves may be used to fund Partnership operating
deficits, if the Managing General Partner deems funding appropriate in order to
protect its investment.
Since the Partnership has invested as a limited partner in all Local Limited
Partnerships, it has no contractual obligation to provide additional funds to
Local Limited Partnerships beyond its specified investment. At September 30,
1996, it did not have any contractual or other obligation to any Local Limited
Partnership which had not been paid or provided for.
Future cash distributions will be derived almost exclusively from distributions
of net cash provided by operations of the Local Limited Partnerships. Such cash
is not expected to be significant in 1996, and therefore, there is no assurance
that adequate cash will be available to warrant cash distributions in future
years.
Results of Operations
The Partnership's results of operations for the three months ended September 30,
1996 resulted in net loss of $2,076 as compared to net loss of $11,491 for the
same period in 1995. The slight decrease in net loss is primarily attributable
to increases in distributions received from Local Limited Partnerships and
investment income.
The Partnership's result of operations for the nine months ended September 30,
1996 resulted in a net income of $20,811 as compared to net income of $1,393,214
for the same period in 1995. The 1995 income position was attributable to equity
in income generated by the sale of Overland Station. This income was
supplemented by cancellation of indebtedness income, also resulting from the
Overland Station sale. Offsetting these items was a loss on the liquidation of
the Overland Station investment. The distribution income from Local Limited
Partnerships is significantly lower in 1996.
Equity in losses of Local Limited Partnerships is zero for the three and nine
months ended September 30, 1996 and for the three months ended September 30,
1995. This is a result of cumulative equity in losses for all Local Limited
Partnerships in excess of the investments in these Local Limited Partnerships.
For the nine months ended September 30, 1996 and 1995, cash distributions were
received from three Local Limited Partnerships. Please refer to the "Property
Discussions" section for additional information on property operations.
Property Discussions
HUD has a program to sell all performing and non-performing mortgages in a
public auction that is scheduled to take place on a region-by-region basis over
the next few years. The mortgages of Oakdale Manor and Woods of Castleton, were
sold at the May 1996 HUD non-performing loan auction. The Local General Partner
of Woods of Castleton has been in contact with the buyer of the property's
mortgage. At this time the property will continue to make its debt service
payments. As for the Oakdale Manor mortgage, the mortgage purchaser has
initiated foreclosure proceedings. The local general partner filed Chapter 11
bankruptcy petition and received a temporary stay of foreclosure. Based on the
property's market, age, condition and its debt level, the Managing General
Partner
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Property Discussions (continued)
has decided that additional capital contributions would not be in the best
interest of the Partnership. In the likely event that the Partnership
relinquishes its equity interest in this Local Limited Partnership, it will not
result in a material impact on the Partnership financial statements, because the
Partnership is a limited partner and this Local Limited Partnership currently
has a carrying value of zero. For tax purposes, there may be a gain on disposal
of the Local Limited Partnership recognized by the Partnership, in which case
this gain would be allocated to the Limited Partners, resulting in taxable
income. The tax liability for individual Limited Partners will depend on the
extent to which they have used current and suspended losses from this
investment.
Chelsea Village's mortgage was sold in the August 1996 auction. The continued
feasibility of this property will depend on the ability of the Local General
Partner of the Partnership or their respective affiliates to negotiate a
satisfactory arrangement with the buyer.
As previously reported, the local general partner of Mountain View Apartments
and Woodmeade South Apartments placed both of the properties into Chapter 11
bankruptcy. The effective date of the bankruptcy plan was March 24, 1996. In
order for the Partnership to retain an equity interest in these two properties,
the bankruptcy plan required that the Partnership make additional contributions.
Management of the Partnership has decided that additional contributions would
not be in the best interest of the Partnership. The Partnership's relinquishment
of its equity interest in these two Local Limited Partnerships will have no
material impact on the Partnership financial statements, because the Partnership
is a limited partner and the two Local Limited Partnerships currently have
carrying values of zero. For tax purposes, there may be a gain on disposal of
the Local Limited Partnership recognized by the Partnership, in which case this
gain would be allocated to the Limited Partners, resulting in taxable income.
The tax liability for individual Limited Partners will depend on the extent to
which they have used current and suspended losses from this investment.
Property Dispositions
As previously reported, the Managing General Partner of Overland Station
Investment Company sold the property on January 12, 1995. The results of this
transaction are reflected in the September 30, 1995 financial information
included in this report. Please refer to Form 10-K dated December 31, 1995 for
additional information.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K
(a)Exhibits - None
(b)Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1996.
<PAGE>
- -------------------------------------------------------------------------------
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
- ------------------------------------------------------------------------------
(A Limited Partnership)
SIGNATURE
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.
BOSTON FINANCIAL APARTMENTS
ASSOCIATES, L.P.
By: BFTG Residential Properties, Inc.
its Managing General Partner
/s/ Fred N. Pratt, Jr. Dated: November 13, 1996
---------------------
By: Fred N. Pratt, Jr.
President, Chief Executive Officer
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 120,186
<SECURITIES> 736,438
<RECEIVABLES> 4,207
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,069
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 864,900
<CURRENT-LIABILITIES> 1,242,456<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (377,556)
<TOTAL-LIABILITY-AND-EQUITY> 864,900
<SALES> 0
<TOTAL-REVENUES> 173,586<F2>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 111,525<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 41,250
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,811
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0
<FN>
<F1>Includes: Accounts payable to affiliate of $13,424, Accounts payable
and accrued expenses of $19,032 and $1,210,000 of Notes payable and
accrued interest.
<F2>Represents Distribution income of $132,277 and Investment and other income
of $41,309.
<F3>Includes $98,297 of General and administrative expenses and $13,228 of
Management fees.
</FN>
</TABLE>
