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 June 30, 1996 Commission File #2-79095
JMB MORTGAGE PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3198533
(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
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
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 709,051 2,410,051
Rents, interest and other receivables . . . . . . . . . . . . . . . . 134,063 149,359
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 19,833 8,377
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 862,947 2,567,787
----------- -----------
Investment property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400,000 2,400,000
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 7,415,293 7,233,901
----------- -----------
9,815,293 9,633,901
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 365,170 240,433
----------- -----------
Total investment property,
net of accumulated depreciation . . . . . . . . . . . . . . 9,450,123 9,393,468
Mortgage note receivable (net of allowance for loan loss
of $1,145,000 in 1996 and 1995) . . . . . . . . . . . . . . . . . . . 1,267,000 1,332,000
Settlement note receivable. . . . . . . . . . . . . . . . . . . . . . . 80,500 86,500
Deferred costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,420 9,816
----------- -----------
$11,691,990 13,389,571
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,217 20,116
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,059 16,668
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 127,046 124,203
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 967,401 957,006
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,158,723 1,117,993
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 56,914 56,879
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 1,215,637 1,174,872
Venture partners' subordinated equity in venture. . . . . . . . . . . . 3,928,774 3,839,288
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 481,222 473,672
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (717,075) (667,968)
----------- -----------
(234,853) (193,296)
----------- -----------
Limited partners (39,695 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 34,918,348 34,918,348
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 16,806,912 16,806,912
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (44,942,828) (43,156,553)
----------- -----------
6,782,432 8,568,707
----------- -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 6,547,579 8,375,411
----------- -----------
$11,691,990 13,389,571
=========== ===========
<FN>
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 251,968 417,147 558,946 746,851
Interest income . . . . . . . . . . . . . . . . 23,799 33,285 64,975 67,692
----------- ---------- ----------- ----------
275,767 450,432 623,921 814,543
----------- ---------- ----------- ----------
Expenses:
Depreciation. . . . . . . . . . . . . . . . . . 64,252 60,075 124,737 120,075
Property operating expenses . . . . . . . . . . 103,385 214,751 220,774 295,508
Mortgage investment servicing fees. . . . . . . 7,112 12,165 14,225 34,435
Professional services . . . . . . . . . . . . . 10,744 7,550 30,744 40,075
Amortization of deferred costs. . . . . . . . . 1,675 -- 2,517 --
General and administrative. . . . . . . . . . . 64,339 31,033 133,888 58,330
----------- ---------- ----------- ----------
251,507 325,574 526,885 548,423
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . 24,260 124,858 97,036 266,120
Venture partners' share of
venture's operations. . . . . . . . . . . . . . (35,976) (61,117) (89,486) (135,913)
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . $ (11,716) 63,741 7,550 130,207
=========== ========== =========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . $ (.48) 1.53 -- 3.13
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ 45.00 2.50 45.00 25.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,550 130,207
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,737 120,075
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . . . 2,517 --
Venture partners' share of venture's operations . . . . . . . . . . . . 89,486 135,913
Changes in:
Rents, interest and other receivables . . . . . . . . . . . . . . . . . . 15,296 (121,002)
Amount due from affiliate . . . . . . . . . . . . . . . . . . . . . . . . -- 302,250
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,456) --
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . . -- 48
Amount due to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . -- 59,144
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,101 81
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . 2,843 118,288
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . 10,395 (2,540)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,609) 15,344
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . 35 41,879
----------- -----------
Net cash provided by (used in) operating activities . . . . . . . 268,895 799,687
----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (15,172)
Additions to investment property. . . . . . . . . . . . . . . . . . . . . (181,392) (11,489)
Reduction in loan carrying value due to borrower payments . . . . . . . . 65,000 40,000
Payments received on settlement note from former loan guarantor . . . . . 6,000 1,000
Payment of deferred costs . . . . . . . . . . . . . . . . . . . . . . . . (24,121) (11,075)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . (134,513) 3,264
----------- -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (296,763)
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . -- (158,200)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (1,786,275) (992,375)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (49,107) (6,139)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . (1,835,382) (1,453,477)
----------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . (1,701,000) (650,526)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 2,410,051 1,104,277
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 709,051 453,751
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- --
=========== ===========
Non-cash investing and financing activities:
Balance due on mortgage note receivable . . . . . . . . . . . . . . . . $ -- 6,063,135
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . -- 735,567
Provision for loan loss . . . . . . . . . . . . . . . . . . . . . . . . -- (1,002,000)
Capitalized costs . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 6,699
Venture partners' interests . . . . . . . . . . . . . . . . . . . . . . -- 3,796,599
----------- -----------
Net initial carrying value of investment property . . . . . . . . $ -- 9,600,000
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995
which are included in the Partnership's 1995 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 these
estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
As further described in Note 3 of Notes to Consolidated Financial
Statements included in the Partnership's 1995 Annual Report, since the
distribution of net cash flow (as defined) exceeded the net profits earned
by the Partnership during the period, the General Partners were allocated
100% of the Partnership's net profits for the six months ended June 30,
1996. Such allocation had no effect on total Partnership assets or net
profits.
Certain amounts in the 1995 consolidated financial statements have
been reclassified to conform to the 1996 presentation.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees and other expenses
required to be paid by the Partnership to the General Partners and their
affiliates as of June 30, 1996 and for the six months ended June 30, 1996
and 1995 were as follows:
UNPAID AT
JUNE 30,
1996 1995 1996
------- ------ ---------
Property management
and leasing fees . . . . . . $21,265 25,829 3,160
Reimbursement (at cost)
for out-of-pocket salary and
salary-related expenses
related to the on-site
and other costs for the
Partnership and its
investment property. . . . . 31,381 34,090 27,970
------- ------ ------
$52,646 59,919 31,130
======= ====== ======
Cumulative unpaid mortgage investment servicing fees aggregate
$936,271 (of which $932,715 is subordinated) at June 30, 1996, all of which
have been accrued in the accompanying consolidated financial statements.
The General Partners have continued to defer payment of their share of
distributions of repayment proceeds amounting to $617,523.
All amounts deferred or currently payable to the General Partners or
their affiliates do not bear interest.
SPRING HILL FASHION CENTER, WEST DUNDEE, ILLINOIS
A major tenant, which occupied approximately 24% of the leasable space
at the property and which was operating under Chapter 11 bankruptcy
protection, did not exercise its renewal option when its lease expired in
October 1995 and vacated its space. The Spring Hill joint venture (the
"venture"), however, executed a ten-year lease (in February 1996) with a
replacement tenant for this space at rental rates lower than those of the
former tenant. The replacement tenant's occupancy in late June 1996 has
resulted in the property being 93% occupied at June 30, 1996, up from 67%
at March 31, 1996. The venture is conserving its working capital in order
to fund certain costs associated with the replacement tenant's move-in.
Although the venture is actively pursuing the sale of this property, there
can be no assurance that a satisfactory sale transaction will be completed
by the end of 1996.
OAK COURT OF WESTMONT SHOPPING CENTER, WESTMONT, ILLINOIS
The borrower previously executed a ten-year lease with a tenant for
approximately 7,300 square feet (24% of the leasable space) at the
property. This tenant's occupancy during the second quarter of 1996 has
resulted in the property being 100% occupied at June 30, 1996, up from 76%
at March 31, 1996.
Due to the property's previous high levels of vacancy, the borrower
has made only partial interest payments since July, 1989 to the extent of
cash generated by the property, with $1,670,000 of basic interest ($185,000
of which is due for 1996) remaining uncollected at June 30, 1996. The
manager of the property, an affiliate of the borrower, is currently
deferring a portion of its management fees in order to increase the cash
flow available to the Partnership. The borrower has been unable to either
sell the property or to obtain replacement long-term financing in order to
repay the loan on its scheduled maturity date of January 14, 1995. The
Partnership has worked closely with the borrower in an effort to lease up
previous vacant space at the property and is currently working with the
borrower to either sell or obtain replacement financing. Subsequent to
June 30, 1996, the Partnership reached an agreement in principle with the
borrower to pay off the loan at a specified amount prior to December 31,
1996. There can be no assurance that such loan will be repaid by such
date. Due to the Partnership's prior provisions for loan loss on this
mortgage loan ($1,603,000 in the aggregate), such payoff, if received per
the terms of the agreement in principle, would yield a gain of
approximately $400,000 for financial reporting purposes but a loss of
approximately $1,575,000 for Federal income tax reporting purposes. Not
withstanding such agreement in principle, the Partnership has classified
this mortgage note receivable as a noncurrent asset in the accompanying
consolidated balance sheets.
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 June 30, 1996
and for the three and six months ended June 30, 1996 and 1995.
PART 1. 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 consolidated
financial statements for additional information concerning the
Partnership's investments.
During the second quarter some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 1,844 Interests in the Partnership at $120 per
Interest. The Partnership recommended against acceptance of this offer on
the basis that, among other things, the offer price was inadequate. In
June such offer expired with approximately 672 Interests being purchased by
such unaffiliated third party pursuant to such offer. In addition, the
Partnership has, from time to time, received inquires from other third
parties that may consider making offers for Interests, including requests
for the list of Limited Partners in the Partnership. These inquiries are
generally preliminary in nature. 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. 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. Expenses incurred in connection with the previous tender
offer(s) and additional potential tender offers for Interests are expected
to increase Partnership operating expenses in the third quarter.
After reviewing the remaining investments and their competitive
marketplace, the General Partners of the Partnership expect to be able to
liquidate as quickly as practicable. Therefore, the affairs of the
Partnership are expected to be wound up as soon as it is feasibly possible,
barring unforeseen economic developments.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at June 30, 1996 as compared
to December 31, 1995 is attributable primarily to the Partnership's
distribution in May 1996 of approximately $1,835,000 ($45 per Interest to
the Limited Partners and the General Partners' share of such distribution).
The decrease in mortgage note receivable at June 30, 1996 as compared
to December 31, 1995 is the result of a $65,000 reduction in the carrying
value of the loan secured by the Oak Court of Westmont Shopping Center,
such amount representing payments received from the borrower in 1996
pursuant to the Partnership's policy of reflecting all payments collected
on this loan as principal payments.
Rental income decreased for the three and six months ended June 30,
1996 as compared to the three and six months ended June 30, 1995 primarily
as a result of a decrease in average occupancy arising from the vacating of
a major tenant during the fourth quarter of 1995 at the Spring Hill Fashion
Center. The Spring Hill joint venture executed a ten-year lease in
February 1996 with a replacement tenant for this space at rental rates
lower than those of the former tenant, with the replacement tenant taking
occupancy in late June 1996. Such decrease in rental income was partially
offset by the collection of a $17,000 tenant lease termination fee in 1996.
Property operating expenses decreased for the three and six months
ended June 30, 1996 as compared to the three and six months ended June 30,
1995 primarily as a result of a decrease in real estate tax expense
recognized in 1996 at the Spring Hill Fashion Center. Such decrease was
partly offset by an increase in tenant-related legal fees and in allowances
for doubtful accounts in 1996 at the property.
Mortgage investment servicing fees decreased for the three and six
months ended June 30, 1996 as compared to the three and six months ended
June 30, 1995 as a result of the lenders (including the Partnership)
obtaining legal title to the Spring Hill Fashion Center in May 1995.
The increases in general and administrative expenses for the three and
six months ended June 30, 1996 as compared to the three and six months
ended June 30, 1995 are attributable primarily to the timing of the
recognition of costs for certain outsourcing services, the recognition of
certain prior year reimbursable costs to affiliates of the General Partners
and the timing of the recognition of certain printing costs in 1996.
Venture partners' share of venture's operations decreased for the
three and six months ended June 30, 1996 as compared to the same periods in
1995 primarily as a result of the aforementioned decrease in rental income
at the Spring Hill Fashion Center as a result of the vacating of a major
tenant during the fourth quarter of 1995.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's
owned or reflected as owned investment property.
<CAPTION>
1995 1996
------------------------------- -------------------------------
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>
Spring Hill Fashion Center
Shopping Center
West Dundee, Illinois. . . 94%* 94% 92% 75% 67% 93%
<FN>
- --------------------
* This property was reflected as owned at March 31, 1995 although title did not transfer to the Partnership
and its affiliated lenders (through a joint venture) pursuant to a deed in lieu of foreclosure until May 1995.
</TABLE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10-A. Promissory Note ($2,495,000) for the Oak Court of Westmont
Shopping Center, dated January 14, 1985, between WBR Westmont Associates,
an Illinois limited partnership, LaSalle National Bank, Trustee, and JMB
Mortgage Partners, Ltd., an Illinois limited partnership is hereby
incorporated herein by reference to the Partnership's report on Form 10-K
(File No. 2-79095) for December 31, 1992, dated March 19, 1993.
10-B. Promissory Note ($350,000) for the Oak Court of Westmont
Shopping Center, dated January 14, 1985, between WBR Westmont Associates,
an Illinois limited partnership, LaSalle National Bank, Trustee, and JMB
Mortgage Partners, Ltd., an Illinois limited partnership is hereby
incorporated herein by reference to the Partnership's report on Form 10-K
(File No. 2-79095) for December 31, 1992, dated March 19, 1993.
10-C. Agreement for Deed in Lieu of Foreclosure and related
agreements dated as of April 4, 1995 between borrower and lenders relating
to Spring Hill Fashion Center are incorporated herein by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 2-79095)
dated March 25, 1996.
10-D. Agreement of General Partnership of JMB/Spring Hill
Associates dated May 1, 1995 between JMB Mortgage Partners, Ltd., JMB
Mortgage Partners, Ltd.-II and JMB Mortgage Partners, Ltd.-III is
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 2-79095) dated March 25, 1996.
27. Financial Data Schedule.
(b) No reports on Form 8-K were required or have been filed for
the quarter covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Partnership has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JMB MORTGAGE PARTNERS, LTD.
BY: JMB Realty Corporation
(Corporate General Partner)
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Date: August 9, 1996
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: August 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 709,051
<SECURITIES> 0
<RECEIVABLES> 153,896
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 862,947
<PP&E> 9,815,293
<DEPRECIATION> 365,170
<TOTAL-ASSETS> 11,691,990
<CURRENT-LIABILITIES> 1,158,723
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 6,547,579
<TOTAL-LIABILITY-AND-EQUITY> 11,691,990
<SALES> 558,946
<TOTAL-REVENUES> 623,921
<CGS> 0
<TOTAL-COSTS> 348,028
<OTHER-EXPENSES> 178,857
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 97,036
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,550
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,550
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
