UNITED STATES 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 JUNE 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission File Number : 0-10995
PAINE WEBBER GROWTH PROPERTIES LP
(Exact name of registrant as specified in its charter)
Delaware 04-2772109
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and March 31, 1996 (Unaudited)
(In thousands)
ASSETS
June 30 March 31
--------- ---------
Operating investment property, at cost:
Land $ 2,029 $ 2,029
Buildings improvements and equipment 13,854 13,827
--------- ---------
15,883 15,856
Less accumulated depreciation (6,429) (6,263)
---------- ----------
9,454 9,593
Investments in unconsolidated joint
ventures, at equity 1,063 987
Cash and cash equivalents 1,079 1,323
Real estate tax and insurance escrow deposit 93 247
Capital improvement and replacement escrow 287 271
Accounts receivable 2 1
Deferred loan costs, net 492 496
Other assets 27 61
--------- --------
$ 12,497 $ 12,979
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 102 $ 266
Accrued interest payable 225 211
Advances from consolidated venture - 250
Tenant security deposits 18 18
Other liabilities 26 27
Mortgage note payable 6,871 6,890
Partners' capital 5,255 5,317
-------- --------
$ 12,497 $ 12,979
======== ========
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 1996 and 1995 (Unaudited)
(In thousands, except per Unit data)
1996 1995
---- ----
Revenues:
Rental income $ 504 $ 482
Reimbursements from affiliates 41 44
Interest and other income 33 83
-------- -------
578 609
Expenses:
Property operating expenses 243 240
Depreciation 166 168
Interest expense 145 146
Real estate taxes 57 54
Management fees 8 9
General and administrative 66 133
--------- ---------
685 750
Operating loss (107) (141)
Venture partner's share of
consolidated venture's operations 1 1
Partnership's share of unconsolidated
ventures' income 124 51
--------- ---------
Net income (loss) $ 18 $ (89)
========= ========
Per Limited Partnership Unit:
Net income (loss) $0.61 $(3.00)
===== ======
Cash distributions $2.69 $93.14
===== ======
The above per Limited Partnership Unit information is based upon the 29,194
Units of Limited Partnership Interest outstanding during each period.
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the three months ended June 30, 1996 and 1995 (Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at March 31, 1995 $ - $ 8,610
Cash distributions (1) (2,719)
Net loss (1) (88)
-------- --------
Balance at June 30, 1995 $ (2) $ 5,803
======== ========
Balance at March 31, 1996 $ (6) $ 5,323
Cash distributions (1) (79)
Net income - 18
--------- --------
Balance at June 30, 1996 $ (7) $ 5,262
======== ========
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended June 30, 1996 and 1995 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1996 1995
---- ----
Cash flows from operating activities:
Net income (loss) $ 18 $ (89)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Reimbursements from affiliates (41) (44)
Venture partner's share of consolidated
venture's operations (1) (1)
Partnership's share of unconsolidated
ventures' income (124) (51)
Depreciation 166 168
Amortization of deferred loan costs 4 4
Changes in assets and liabilities:
Real estate tax and insurance escrow deposit 154 152
Accounts receivable (1) (2)
Advances from consolidated venture (250) -
Other assets 35 9
Accounts payable and accrued expenses (163) (182)
Accrued interest payable 14 14
Other liabilities (1) (2)
Tenant security deposits - (2)
------- ------
Total adjustments (208) 63
------- ------
Net cash used in operating activities (190) (26)
------- ------
Cash flows from investing activities:
Distributions from unconsolidated joint ventures 88 39
Net withdrawals from (deposits to) capital
improvement and replacement escrow (16) 74
Additions to operating investment property (27) (38)
------- ------
Net cash provided by investing activities 45 75
------- ------
Cash flows from financing activities:
Principal payments on mortgage note payable (19) (18)
Distributions to partners (80) (2,720)
------- ------
Net cash used in financing activities (99) (2,738)
------- ------
Net decrease in cash and cash equivalents (244) (2,689)
Cash and cash equivalents, beginning of period 1,323 3,493
------- ------
Cash and cash equivalents, end of period $ 1,079 $ 804
======== =======
Cash paid during the period for interest $ 127 $ 128
======== =======
See accompanying notes.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
Notes to Financial Statements
1. General
The accompanying financial statements, footnotes and discussion should
be read in conjunction with the financial statements and footnotes contained
in the Partnership's Annual Report for the year ended March 31, 1996.
In the opinion of management, the accompanying financial statements,
which have not been audited, reflect all adjustments necessary to present
fairly the results for the interim period. All of the accounting adjustments
reflected in the accompanying interim financial statements are of a normal
recurring nature.
2. Investments in Unconsolidated Joint Ventures
The Partnership has investments in four unconsolidated joint ventures at
June 30, 1996. Three of the unconsolidated joint ventures own and operate
residential apartment complexes. As discussed further in the Annual Report,
one unconsolidated joint venture (Parkwoods) had owned and operated a
residential apartment complex until the property was completely destroyed by
a fire in October of 1991. On April 15, 1994, this venture sold the land at
the former site of the Parkwoods apartment complex to an affiliate of the
Partnership's co-venture partner for $4,750,000. Despite the sale of the
remaining real property, the Parkwoods joint venture has not been liquidated
to date due to certain outstanding legal matters related to the
aforementioned fire.
On December 23, 1994, Austin Northcastle Partners, a joint venture in
which the Partnership had an interest, sold the property known as the
Northcastle Apartments, located in Austin, Texas, to an unrelated third
party for $6,100,000. Final approval of the sale, which involved the
assumption of the outstanding first mortgage loan secured by the property,
was received from the Department of Housing and Urban Development on April
26, 1995. After transaction costs and the assumption of the outstanding
first mortgage loan, the joint venture received net proceeds of $1,620,000
from the sale. The Partnership's share of such proceeds was $1,581,000, in
accordance with the terms of the joint venture agreement. On June 15, 1995,
the Partnership made a special distribution of $2,627,000, or $90 per unit,
to the Limited Partners which included the net proceeds from the Northcastle
sale and certain excess Partnership reserves.
The unconsolidated joint ventures are accounted for on the equity method
in the Partnership's financial statements because the Partnership does not
have a voting control interest in these ventures. Under the equity method
the investments are carried at cost adjusted for the Partnership's share of
the venture's earnings, losses and distributions. The Partnership's policy
is to recognize its share of ventures' operations three months in arrears.
<PAGE>
Summarized operations of the unconsolidated joint ventures, for the
periods indicated, are as follows:
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three months ended March 31, 1996 and 1995
(in thousands)
1996 1995
---- ----
Rental revenues and expense recoveries $ 1,194 $1,148
Interest and other income 26 23
------ ------
1,220 1,171
Property operating expenses 525 513
Interest expense 393 397
Depreciation 184 216
------ ------
1,102 1,126
------ ------
Net income $ 118 $ 45
======= =======
Net income:
Partnership's share of
combined income (losses) $ 124 $ 51
Co-venturers' share of
combined income (losses) (6) (6)
-------- --------
$ 118 $ 45
======== ========
3. Operating Investment Property
The Partnership has a controlling interest in one joint venture, Nob
Hill Partners, which owns Nob Hill Apartments, a 368-unit apartment complex
located in San Antonio, Texas. As explained further in the Annual Report,
during fiscal 1993 the Partnership assumed control over the affairs of the
joint venture as a result of the withdrawal of the co-venture partner and
the assignment of its remaining interest to First PW Growth Properties,
Inc., the Managing General Partner of the Partnership. Accordingly, the
accompanying financial statements present the financial position, results of
operations and cash flows of this joint venture on a consolidated basis. The
joint venture has a year-end of December 31 for both tax and financial
reporting purposes. Accordingly, the Partnership's policy is to report the
consolidated results of the joint venture on a three-month lag.
On October 18, 1995, the Partnership signed a letter of intent to sell
the Nob Hill Apartments to a third party for $10 million. The sale was
subject to the satisfactory completion of the buyer's due diligence and
formal approval from the U.S. Department of Housing and Urban Development
(HUD) to the buyer's assumption of the outstanding first mortgage loan. In
January 1996, the buyer withdrew the offer to purchase the property. During
the fourth quarter of fiscal 1996, efforts to sell the property were
renewed. During the first quarter of fiscal 1997, a purchase and sale
agreement was signed with a new prospective buyer for a purchase price of
$10 million. This sale is also subject to the satisfactory completion of the
buyer's due diligence and formal approval from HUD to the buyer's assumption
of the outstanding first mortgage loan. Accordingly, there are no assurances
that this transaction will be consummated.
<PAGE>
The following is a summary of property operating expenses for the three
months ended March 31, 1996 and 1995 (in thousands):
1996 1995
----- ----
Repairs and maintenance $ 45 $ 63
Utilities 38 30
Management fees 21 20
Insurance 15 15
Administrative and other 124 112
------ ------
$ 243 $ 240
====== ======
4. Related Party Transactions
The Partnership accrues as income reimbursements due from certain of the
joint ventures for the Partnership's management fees and certain
out-of-pocket expenses, as specified in the respective joint venture
agreements. Such reimbursements totalled $41,000 and $44,000 for the three
months ended June 30, 1996 and 1995, respectively.
Since the Partnership reinstated the payment of regular quarterly
distributions to the Limited Partners effective November 15, 1994, the
Adviser is entitled to earn certain asset management fees. The Adviser earns
management fees equal to approximately 10% of the Distributable Cash
generated by the Partnership, as defined, subject to certain limitations.
Such management fees totalled $8,000 and $9,000 for the three months ended
June 30, 1996 and 1995, respectively.
Included in general and administrative expenses for the three months
ended June 30, 1996 and 1995 is $24,000 and $25,000, respectively,
representing reimbursements to an affiliate of the Managing General Partner
for providing certain financial, accounting and investor communication
services to the Partnership.
The Partnership uses the services of Mitchell Hutchins Institutional
Investors, Inc. ("Mitchell Hutchins") for the managing of cash assets.
Mitchell Hutchins is a subsidiary of Mitchell Hutchins Asset Management,
Inc., an independently operated subsidiary of PaineWebber. Mitchell Hutchins
earned fees of $2,000 and $1,000 (included in general and administrative
expenses) for managing the Partnership's cash assets during the three months
ended June 30, 1996 and 1995, respectively.
5. Mortgage Note Payable
Mortgage note payable at June 30, 1996 and March 31, 1996 consists of
the following debt of Nob Hill Partners, the Partnership's consolidated
joint venture (in thousands):
June 30 March 31
7.375% mortgage note payable
secured by the Nob Hill
operating property. The fair
value of the mortgage note
payable approximated its
carrying value as of March 31,
1996 and December 31, 1995. $6,871 $6,890
====== ======
<PAGE>
The above debt obligation represents a nonrecourse mortgage note payable
to a third party and insured by the U.S. Department of Housing and Urban
Development (HUD). The principal and interest on the note are to be paid in
monthly installments of approximately $49,000 commencing December 1, 1993,
until maturity on November 1, 2023. In addition, the property submits
monthly escrow deposits of approximately $29,000 for taxes, insurance and a
replacement reserve required under the terms of the HUD regulatory
agreement.
6. Contingencies
As discussed in detail in the Partnership's Annual Report for the year
ended March 31, 1996, the Partnership is involved in certain legal actions.
At the present time, the Managing General Partner is unable to determine
what impact, if any, the resolution of these matters may have on the
Partnership's financial statements, taken as a whole.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As discussed further in the Partnership's Annual Report, management began
to market the Nob Hill Apartments property for sale during the spring of 1995.
On October 18, 1995, the Partnership signed a letter of intent with a third
party to sell the Nob Hill Apartments for $10 million. As part of its due
diligence process, the buyer raised certain issues regarding required repairs to
the property and requested a price concession to offset the cost of such
repairs. During the third quarter of fiscal 1996, the Partnership negotiated
with the buyer over the magnitude of the required repairs and the amount of the
costs required to complete the repairs. However, no agreement could be reached
regarding these issues and, in January 1996, the buyer withdrew the offer to
purchase the property. During the fourth quarter of fiscal 1996, efforts to sell
the property were renewed. During the first quarter of fiscal 1997, a purchase
and sale agreement was signed with a new prospective buyer for a purchase price
of $10 million. The sale is subject to the satisfactory completion of the
buyer's due diligence and formal approval from the U.S. Department of Housing
and Urban Development to the buyer's assumption of the outstanding first
mortgage loan. Accordingly, there are no assurances that this transaction will
be consummated. Subsequent to the quarter end, the buyer's due diligence period
was extended through mid-August. While the Nob Hill property is currently 90%
occupied, development of a significant number of new multi-family units is
currently underway. Increased competition has begun to result in pressure to
reduce rental rates or use rent concessions as leasing incentives to maintain
occupancy levels and market share. In addition, despite the recent extensive
capital improvement program at the property, the property's age will require
that ongoing capital expenditures be made to maintain the property's competitive
condition. As a result of these circumstances, management believes that the
value of this 25-year-old, 368-unit, San Antonio, Texas apartment complex may be
at or near its peak for the current market cycle.
The sale of the Nob Hill Apartments, if completed, would position the
Partnership for a possible liquidation within the next 2-to-3 years. However,
there are no assurances that the Partnership could complete the sales of the
remaining properties under acceptable terms within this time frame. Subsequent
to a sale of Nob Hill, the Partnership would have ownership interests in three
remaining apartment properties located in the markets of Boulder, Colorado
(Tantra Lake), greater Dallas (Chisholm Place) and Stockton, California (Grouse
Run). The Boulder market remains strong at the present time due to a history of
healthy population growth, a stable employment base and an established public
policy to limit new apartment construction. Despite a fairly significant amount
of new construction coming on-line in the greater Dallas market during fiscal
1997, the performance of the Chisholm Place Apartments is expected to remain
strong due to the property's larger unit sizes, its excellent location and its
well-maintained physical appearance. Throughout fiscal 1996, the California real
estate market, in which the Partnership's Grouse Run property is located,
continued to be adversely affected by the condition of the region's economy
which, over the past several years, has been hit hard by the cutbacks in
government defense spending and by the reduced rate of growth in the high
technology industries. Operations at Grouse Run, while affected by these
conditions, have remained relatively steady over this period due, in large part,
to the property's location and attractive physical appearance. Management has
been able to maintain high occupancy levels (96% for the quarter ended June 30,
1996) by offering various rental concessions in recent years. Recently,
management has begun to see slight improvement in the local Stockton market
conditions, reflecting the overall improvements in California's economic climate
in recent months. Management of the Partnership expects to see continued gradual
improvement in these market conditions during fiscal 1997. If this trend were to
continue, the Partnership may have a favorable opportunity to sell the Grouse
Run property within the next 2-to-3 years. Management's hold versus sell
decisions for its remaining investments will continue to be based upon an
assessment of the best expected overall returns to the Limited Partners.
The $8.5 million first mortgage loan secured by the Tantra Lake Apartments
was scheduled to mature on July 1, 1996. As discussed further in the Annual
Report, management's goal has been to structure a replacement loan with the
flexibility to permit a future sale of the property in the event that a
liquidation of the Partnership is pursued over the next 2-to-3 years, as
discussed further above. Subsequent to the quarter end, on August 6, 1996, the
Partnership closed on a new loan and the existing first mortgage loan was repaid
in full. The new mortgage loan, in the principal amount of $8,850,000, bears
interest at 7.68% per annum, requires interest-only payments throughout its term
and is scheduled to mature in August 2001. The terms of the new loan will reduce
Tantra Lake's required annual debt service by more than $300,000 and
significantly improve cash flow to the Partnership. In addition, the new loan is
assumable upon a sale and allows for prepayment in full at any time. A penalty
tied to a yield maintenance calculation would be charged for any prepayment in
the first two years of the term. Thereafter, a penalty equal to 1% of the
outstanding principal balance would be due in conjunction with any prepayment
transaction.
As discussed further in the Annual Report, management had filed for a
refund of approximately $450,000 in costs incurred to secure the necessary
building permits which were obtained prior to the sale of the land underlying
the former Parkwoods Apartments from a federal agency responsible for
administering federal aid in connection with the 1991 Oakland fire. An agreement
was reached during the second quarter of fiscal 1996 to a release schedule for
money previously funded by the Parkwoods joint venture to pay for building
permits. The joint venture received a partial refund of such expenses totalling
approximately $146,000 in December 1995. However, the federal agency has
subsequently denied the joint venture's claim for a refund of the remaining
$300,000 in costs incurred. Management believes that the joint venture is
entitled to a full refund of the costs incurred and continues to vigorously
pursue the refund. The federal agency has granted the joint venture a hearing
regarding this matter. The hearing is scheduled to occur during the second
quarter of fiscal 1997. Presently, there are no assurances that any amounts will
be recovered.
At June 30, 1996, the Partnership and its consolidated joint venture had
available cash and cash equivalents of approximately $1,079,000. Such cash and
cash equivalents, along with future cash flow distributions from the
Partnership's operating properties, will be used for the working capital needs
of the Partnership, for the funding of the Partnership's share of capital
improvements or operating deficits of the investment properties, if necessary,
and for distributions to the partners. The source of future liquidity and
distributions to the partners is expected to be through proceeds received from
the sales or refinancings of the four remaining investment properties. Such
sources of liquidity are expected to be adequate to cover the Partnership's
needs on both a short-term and long-term basis.
Results of Operations
Three Months Ended June 30, 1996
The Partnership reported net income of $18,000 for the three-month period
ended June 30, 1996, as compared to a net loss of $89,000 for the same period in
the prior year. This $107,000 favorable change in net operating results is due
to an increase in the Partnership's share of unconsolidated ventures' income of
$73,000 and a decrease in the Partnership's operating loss of $34,000. The
Partnership's share of unconsolidated ventures' income increased as a result of
increases in net income at the Tantra Lakes and Grouse Run joint ventures of
$62,000 and $12,000, respectively. Net income at Tantra Lakes increased mainly
due to an increase in rental income of $36,000. Rental income increased at
Tantra Lakes due to an increase in average monthly rental rates. A decrease in
depreciation expense of $28,000 contributed to the increase in net income at
Tantra Lakes as well. Net income at Grouse Run increased by $12,000 primarily
due to a decrease in real estate tax expense of $33,000. An increase in the
venture's administrative expenses of $12,000 partially offset the decrease in
real estate tax expense. The increase in administrative expenses can be
attributed mainly to an increase in bad debt expense for the current three-month
period.
The Partnership's operating loss decreased by $34,000 for the three months
ended June 30, 1996 mainly due to a decrease in general and administrative
expenses of $67,000. General and administrative expense declined due to a
reduction in certain required professional services. In addition, rental income
from the consolidated Nob Hill joint venture improved by $22,000 for the current
three-month period. The decrease in general and administrative expenses and
increase in rental income were partially offset by a decrease in interest income
of $50,000. Interest income decreased mainly due to a significant decrease in
the average outstanding cash balance for the quarter due to the receipt of the
proceeds from the sale of the Northcastle property during the prior year.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings
As discussed in prior quarterly and annual reports, in November 1994 a
series of purported class actions (the "New York Limited Partnership Actions")
were filed in the United States District Court for the Southern District of New
York concerning PaineWebber Incorporated's sale and sponsorship of 70 limited
partnership investments, including those offered by the Partnership. The
lawsuits were brought against PaineWebber Incorporated and Paine Webber Group
Inc. (together "PaineWebber"), among others, by allegedly dissatisfied
partnership investors. In March 1995, after the actions were consolidated under
the title In re PaineWebber Limited Partnership Litigation, the plaintiffs
amended their complaint to assert claims against a variety of other defendants,
including First PW Growth Properties, Inc. and Properties Associates, which are
the General Partners of the Partnership and affiliates of PaineWebber. On May
30, 1995, the court certified class action treatment of the claims asserted in
the litigation.
In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation in accordance with a
definitive settlement agreement and plan of allocation. On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been preliminarily approved by the court and provides for the complete
resolution of the class action litigation, including releases in favor of the
Partnership and the General Partners, and the allocation of the $125 million
settlement fund among investors in the various partnerships at issue in the
case. As part of the settlement, PaineWebber also agreed to provide class
members with certain financial guarantees relating to some of the partnerships.
The details of the settlement are described in a notice mailed directly to class
members at the direction of the court. A final hearing on the fairness of the
proposed settlement has been scheduled for October 25, 1996.
The status of the other litigation involving the Partnership and its
General Partners remains unchanged from the description provided in the
Partnership's Annual Report on Form 10-K for the year ended March 31, 1996.
Under certain limited circumstances, pursuant to the Partnership Agreement
and other contractual obligations, PaineWebber affiliates could be entitled to
indemnification for expenses and liabilities in connection with the litigation
discussed above. At the present time, the Managing General Partner cannot
estimate the impact, if any, of the potential indemnification claims on the
Partnership's financial statements, taken as a whole. Accordingly, no provision
for any liability which could result from the eventual outcome of these matters
has been made in the accompanying financial statements of the Partnership.
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the registrant during the
quarter for which this report is filed.
<PAGE>
PAINE WEBBER GROWTH PROPERTIES LP
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.
PAINE WEBBER GROWTH PROPERTIES LP
By: FIRST PW GROWTH PROPERTIES, INC.
Managing General Partner
By: /s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: August 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's audited financial statements for the three months ended June 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 1079
<SECURITIES> 0
<RECEIVABLES> 2
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1461
<PP&E> 16946
<DEPRECIATION> 6429
<TOTAL-ASSETS> 12497
<CURRENT-LIABILITIES> 345
<BONDS> 6871
0
0
<COMMON> 0
<OTHER-SE> 5255
<TOTAL-LIABILITY-AND-EQUITY> 12497
<SALES> 0
<TOTAL-REVENUES> 702
<CGS> 0
<TOTAL-COSTS> 539
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145
<INCOME-PRETAX> 18
<INCOME-TAX> 0
<INCOME-CONTINUING> 18
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18
<EPS-PRIMARY> 0.61
<EPS-DILUTED> 0.61
</TABLE>
