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 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_____________
Commission file number 0-14258
--------
MCNEIL REAL ESTATE FUND XV, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2941516
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (972) 448-5800
-----------------------------
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
--------------- --------------
ASSETS
- ------
Real estate investments:
<S> <C> <C>
Land..................................................... $ 7,087,195 $ 7,087,195
Buildings and improvements............................... 45,472,033 44,889,821
-------------- -------------
52,559,228 51,977,016
Less: Accumulated depreciation.......................... (21,952,370) (20,428,022)
-------------- -------------
30,606,858 31,548,994
Cash and cash equivalents................................... 1,417,134 2,079,352
Cash segregated for security deposits....................... 290,086 249,574
Accounts receivable......................................... 15,029 6,691
Prepaid expenses and other assets........................... 64,835 43,905
Escrow deposits............................................. 373,764 364,431
Deferred borrowing costs (net of accumulated
amortization of $233,195 and $172,430 at
September 30, 1996 and December 31, 1995,
respectively)............................................ 776,137 836,902
-------------- -------------
$ 33,543,843 $ 35,129,849
============== =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage notes payable, net................................. $ 23,951,806 $ 24,216,133
Accounts payable............................................ 6,224 42,258
Accrued property taxes...................................... 292,778 164,534
Accrued expenses............................................ 93,530 197,112
Accrued interest............................................ 167,308 169,346
Payable to affiliates - General Partner..................... 65,397 48,469
Security deposits and deferred rental revenue............... 277,899 254,144
-------------- -------------
24,854,942 25,091,996
-------------- -------------
Partners' equity (deficit):
Limited partners - 120,000 limited partnership units
authorized; 102,836 limited partnership units issued
and outstanding at September 30, 1996 and
December 31, 1995............................. 9,071,215 10,394,645
General Partner.......................................... (382,314) (356,792)
-------------- -------------
8,688,901 10,037,853
-------------- -------------
$ 33,543,843 $ 35,129,849
============== =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
1996 1995 1996 1995
-------------- --------------- -------------- --------------
Revenue:
<S> <C> <C> <C> <C>
Rental revenue................ $ 2,023,161 $ 1,970,982 $ 5,997,714 $ 5,802,600
Interest...................... 27,240 59,585 79,687 160,925
Gain on legal settlement...... - - - 35,263
------------- ------------- ------------- -------------
Total revenue............... 2,050,401 2,030,567 6,077,401 5,998,788
------------- ------------- ------------- -------------
Expenses:
Interest...................... 527,252 605,922 1,609,136 1,793,579
Depreciation.................. 509,947 477,843 1,524,348 1,433,529
Property taxes................ 112,947 100,455 341,173 301,365
Personnel expenses............ 233,629 230,980 676,194 650,127
Utilities..................... 91,517 100,610 263,333 280,112
Repair and maintenance........ 253,491 228,267 702,750 600,536
Property management
fees - affiliates........... 101,305 98,560 303,788 291,064
Other property operating
expenses.................... 110,276 120,645 340,807 364,161
General and administrative.... 54,512 167,459 108,961 200,964
General and administrative -
affiliates.................. 54,523 60,408 165,604 185,006
------------- ------------- ------------- -------------
Total expenses.............. 2,049,399 2,191,149 6,036,094 6,100,443
------------- ------------- ------------- -------------
Net income (loss)................ $ 1,002 $ (160,582) $ 41,307 $ (101,655)
============= ============= ============= =============
Net loss allocable to limited
partners...................... $ (122,824) $ (71,861) $ (323,449) $ (487,150)
Net income allocable to
General Partner............... 123,826 127,222 364,756 385,495
------------- ------------- ------------- -------------
Net income....................... $ 1,002 $ 55,361 $ 41,307 $ (101,655)
============= ============= ============= =============
Net loss per limited
partnership unit.............. $ (1.19) $ (.70) $ (3.15) $ (4.74)
============= ============ ============= =============
Distribution per limited
partnership unit.............. $ 4.86 $ - $ 9.72 $ -
============= ============ ============= =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity
--------------- --------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1994.............. $ (348,250) $ 11,104,028 $ 10,755,778
Net income (loss)......................... 385,495 (487,150) (101,655)
Management Incentive Distribution......... (409,922) - (409,922)
------------- ------------- -------------
Balance at September 30, 1995............. $ (372,677) $ 10,616,878 $ 10,244,201
============= ============= =============
Balance at December 31, 1995.............. $ (356,792) $ 10,394,645 $ 10,037,853
Net income (loss)......................... 364,756 (323,449) 41,307
Management Incentive Distribution......... (390,278) - (390,278)
Limited partner distribution.............. - (999,981) (999,981)
------------- ------------- -------------
Balance at September 30, 1996............. $ (382,314) $ 9,071,215 $ 8,688,901
============= ============= =============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------------
1996 1995
------------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Cash received from tenants........................ $ 5,977,043 $ 5,791,655
Cash received from legal settlement............... - 35,263
Cash paid to suppliers............................ (2,163,646) (1,942,825)
Cash paid to affiliates........................... (462,743) (476,769)
Interest received................................. 79,687 160,925
Interest paid..................................... (1,516,055) (1,696,984)
Property taxes paid............................... (315,631) (375,721)
----------------- --------------
Net cash provided by operating activities............ 1,598,655 1,495,544
----------------- --------------
Net cash used in investing activities:
Additions to real estate investments.............. (582,212) (764,227)
----------------- --------------
Cash flows from financing activities:
Proceeds from refinancing or mortgage
notes payable................................... - 1,367,557
Principal payments on mortgage notes
payable......................................... (298,681) (323,572)
Deferred borrowing costs paid..................... - (122,381)
Management Incentive Distribution................. (379,999) (399,830)
Limited partner distribution...................... (999,981) -
------------------ --------------
Net cash provided by (used in) financing
activities........................................ (1,678,661) 521,774
------------------ --------------
Net increase (decrease) in cash and cash
equivalents....................................... (662,218) 1,253,091
Cash and cash equivalents at beginning of
period............................................ 2,079,352 3,284,547
----------------- --------------
Cash and cash equivalents at end of period........... $ 1,417,134 $ 4,537,638
================= ==============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XV, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income (Loss) to Net Cash Provided by
Operating Activities
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
Net income (loss).................................... $ 41,307 $ (101,655)
--------------- --------------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation...................................... 1,524,348 1,433,529
Amortization of discounts on mortgage
notes payable................................... 34,354 36,920
Amortization of deferred borrowing costs.......... 60,765 54,875
Changes in assets and liabilities:
Cash segregated for security deposits........... (40,512) 4,820
Accounts receivable............................. (8,338) (15,558)
Prepaid expenses and other assets............... (20,930) 39,272
Escrow deposits................................. (9,333) (208,683)
Accounts payable................................ (36,034) 77,041
Accrued property taxes.......................... 128,244 27,189
Accrued expenses................................ (103,582) 137,469
Accrued interest................................ (2,038) 4,800
Payable to affiliates - General Partner......... 6,649 (699)
Security deposits and deferred rental
revenue....................................... 23,755 6,224
--------------- --------------
Total adjustments............................. 1,557,348 1,597,199
--------------- --------------
Net cash provided by operating activities............ $ 1,598,655 $ 1,495,544
=============== ==============
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XV, LTD.
Notes to Financial Statements
(Unaudited)
September 30, 1996
NOTE 1.
- -------
McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited partnership organized under the provisions of the California
Uniform Limited Partnership Act. The general partner of the Partnership is
McNeil Partners, L.P. (the "General Partner"), a Delaware limited partnership,
an affiliate of Robert A. McNeil. The Partnership is governed by an amended and
restated limited partnership agreement, dated October 11, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.
NOTE 2.
- -------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XV, Ltd., c/o McNeil Real Estate Management, Inc.,
Investor Relations, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
- -------
The Partnership pays property management fees equal to 5% of gross rental
receipts of the Partnership's properties to McNeil Real Estate Management, Inc.
("McREMI"), an affiliate of the General Partner, for providing property
management services and leasing services.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
Under terms of the Amended Partnership Agreement, the Partnership is paying a
Management Incentive Distribution ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. The
maximum MID percentage decreases subsequent to 1999. Tangible asset value is
determined by using the greater of (i) an amount calculated by applying a
capitalization rate of 9% to the annualized net operating income of each
property or (ii) a value of $10,000 per apartment unit to arrive at the property
tangible asset value. The property tangible asset value is then added to the
book value of all other assets excluding intangible items.
<PAGE>
MID will be paid to the extent of the lesser of the Partnership's excess cash
flow, as defined, or net operating income, as defined ("the Entitlement
Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay
the distribution in which event any unpaid portion not taken in limited
partnership units ("Units") will be deferred and is payable, without interest,
from the first available cash and/or (ii) in Units. A maximum of 50% of the MID
may be paid in Units. The number of Units issued in payment of the MID is based
on the greater of $50 per Unit or the net tangible asset value, as defined, per
Unit.
Any amount of the MID that is paid to the General Partner in Units will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined, and accordingly is
treated as a distribution.
Compensation, reimbursements and distributions paid to or accrued for the
benefit of the General Partner and its affiliates are as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
Property management fees - affiliates................ $ 303,788 $ 291,064
Charged to general and administrative -
affiliates:
Partnership administration........................ 165,604 185,006
--------------- ---------------
$ 469,392 $ 476,070
=============== ===============
Charged to General Partner's deficit:
MID............................................... $ 390,278 $ 409,922
=============== ===============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing real properties. At September 30, 1996, the
Partnership owned four apartment properties. Three of the four Partnership's
properties are subject to mortgage notes.
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Revenue:
Partnership revenues increased by $78,613 and $19,834, respectively, for the
nine and three months ended September 30, 1996, as compared to the same periods
last year. Rental revenue increased by $195,115, while interest income decreased
by $81,237.
Rental revenue for the first nine months of 1996 was $5,997,714 as compared to
$5,802,599 for the same period in 1995. The increase in rental revenue of
$195,114 is due to increases in market rental rates at all of the Partnership's
properties.
Interest income for the nine months decreased due to smaller average cash
balances invested in interest-bearing accounts.
The Partnership also recognized a gain on legal settlement of $35,263 as a
result of the settlement with Southmark received in 1995. No such gains have
been recognized in 1996.
Expenses:
Partnership expenses decreased by $64,349 or 1% and $141,750 or 6% for the nine
and three months ended September 30, 1996, respectively. Decreases in mortgage
interest, utilities, other property operating, general and administrative and
general and administrative - affiliates expense were offset by increases in
depreciation, property taxes and repair and maintenance.
Mortgage interest expense decreased for the period ended September 30, 1996,
compared to the same period in 1995, by $184,443 or 10%. The decrease is due to
the payoff of the Cedar Run mortgage note payable in December 1995.
Depreciation expense for the nine and three months ended September 30, 1996
increased by $90,819 or 6% and $32,104 or 7%, respectively, as compared to the
same periods in 1995. This increase is due to capital improvements made at the
property. As of September 30, 1996, the Partnership made $582,212 in capital
improvements for the year.
Property tax expense for the period ended September 30, 1996 was $341,173 as
compared to $301,365 in 1995. The increase of $39,808 or 13% is a result of an
increase in the assessed property value at Arrowhead and Mountain Shadows.
Repairs and maintenance expense for the nine and three months ended September
30, 1996 increased by $102,214 or 17% and $25,224 or 11%, respectively, compared
to the same periods in 1995. The increase is due to the replacement of
carpeting, which met the Partnership's criteria for capitalization based on the
magnitude of replacements in 1995, but were expensed in 1996. In addition,
furniture rental increased at Mountain Shadows due to an increase in corporate
unit leases where furniture is provided by the lease.
Other property operating expenses decreased $23,354 or 6% and $10,369 or 9%,
respectively, for the nine and three months ended September 30, 1996, as
compared to 1995. This decrease is primarily due to a decrease in hazard
insurance and bad debts in 1996.
<PAGE>
General and administrative expenses decreased $92,003 or 46% and $112,947 or 67%
for the nine and three months, respectively, of 1996 as compared to the same
periods last year. The decrease is due to costs incurred, by the Partnership, in
the third quarter of 1995 to evaluate and disseminate information regarding an
unsolicited tender offer. The Partnership anticipates incurring such costs in
the fourth quarter of 1996 in response to an additional unsolicited tender
offer, as discussed in Item 5 - Other Information.
General and administrative - affiliates expense decreased by $19,402 or 10% for
the first nine months of 1996 as compared to the same period last year due to
the reduction of overhead expenses allocable to the Partnership.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's primary source of cash flows is from operating activities
which generated $1,598,655 of cash in the first nine months of 1996 as compared
to $1,495,544 for the same period in 1995. The increase in cash of $103,111 was
mainly the result of an increase in cash received from tenants and a decrease in
mortgage interest paid due to the payoff of the Cedar Run mortgage which was
partially offset by an increase in cash paid to suppliers.
The Partnership expended $582,212 and $764,227 for capital improvements to its
properties in the first nine months of 1996 and 1995, respectively.
During the first nine months of 1996, the Partnership paid distributions of
$991,981 to the limited partners and MID payments of $379,999. The principle
payments on the mortgage notes payable declined slightly in 1996 as a result of
the pay off of the mortgage notes on Cedar Run in December 1995. The Partnership
also paid $122,301 in deferred borrowing costs in 1995.
Short-term liquidity:
At September 30, 1996, the Partnership held cash and cash equivalents of
$1,417,134, down $662,218 from the balance at December 31, 1995. This balance
provides a comfortable level of working capital for the Partnership's
operations.
During 1996, operations of the Partnership's properties are expected to provide
positive cash flow from operations. Management will perform routine repairs and
maintenance on the properties to preserve and enhance their value in the market.
In 1996, the Partnership has budgeted to spend approximately $638,000 on capital
improvements, which are expected to be funded from operations of the properties.
Long-term liquidity:
While the present outlook for Partnership's liquidity is favorable, market
conditions may change and property operations can deteriorate. In that event,
the Partnership would require other sources of working capital. No such other
sources have been identified, and the Partnership has no established lines of
credit. Other possible actions to resolve working capital deficiencies include
refinancing or renegotiating terms of existing loans, deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the competitiveness or marketability of the properties, or arranging
working capital support from affiliates. No affiliate support has been required
in the past, and there is no assurance that support would be provided in the
future, since neither the General Partner nor any affiliates have any obligation
in this regard.
<PAGE>
The partnership has determined to begin an orderly liquidation of all the
Partnership's assets. Although there can be no assurance as to the timing of any
liquidation it is anticipated that such liquidation would result in
distributions to the limited partners of the cash proceeds from the sale of the
Partnership's properties, subject to cash reserve requirements, as they are sold
with the last property disposition before December 2001 followed by a
dissolution of the Partnership.
Income allocations and distributions:
Terms of the Amended Partnership Agreement specify that income before
depreciation is allocated to the General Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 99:1 to the limited partners and
the General Partner, respectively. Therefore, for the nine months ended
September 30, 1996 and 1995, $364,756 and $385,495, respectively, was allocated
to the General Partner. The limited partners received allocations of $(323,449)
and $(487,150) for the nine months ended September 30, 1996 and 1995,
respectively.
During 1996, the limited partners received a cash distribution of $999,991. The
distribution consisted of funds from operations. A distribution of $390,278 for
the MID was accrued by the Partnership for the period ended September 30, 1996
for the General Partner.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.,
and McNeil Real Estate Fund XXV, L.P. vs. High River Limited Partnership,
Riverdale Investors Corp., Inc., Carl C. Icahn, and Unicorn Associates
Corporation - United States District Court for the Central District of
California, Case No. 96-5680SVW.
On August 12, 1996 High River Limited Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships referenced above
demanding lists of the names, current residences or business addresses and
certain other information concerning the unitholders of such partnerships. On
August 19, 1996, these partnerships commenced the above action seeking, among
other things, to declare that such partnerships are not required to provide High
River with a current list of unitholders on the grounds that the defendants
commenced a tender offer in violation of the federal securities laws by filing
certain Schedule 13D Amendments on August 5, 1996.
On October 17, 1996, the presiding judge denied the partnerships requests for a
permanent and preliminary injunction to enjoin High River's tender offers and
granted the defendants request for an order directing the partnerships to turn
over current lists of unitholders to High River forthwith. On October 24, 1996,
the partnerships delivered the unitholder lists to High River.
<PAGE>
ITEM 5. OTHER INFORMATION
- ------- -----------------
On September 20, 1996, High River announced that it had commenced a tender offer
for any and all units of the Partnership at $100.24 per unit (the original offer
price of $105.10 was reduced by the August 1996 distributions to unitholders of
$4.86 per unit). The tender was originally due to expire October 18, 1996,
however, this offer has been extended until November 22, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Partnership Agreement
dated October 11, 1991. (1)
11. Statement regarding computation of net loss
per limited partnership unit: Net loss per
limited partnership unit is computed by
dividing net loss allocated to the limited
partners by the number of limited
partnership units outstanding. Per unit
information has been computed based on
102,836 and 102,846 limited partnership
units outstanding in 1995 and 1994,
respectively.
27. Financial Data Schedule for the quarter
ended September 30, 1996.
(1) Incorporated by reference to the Annual Report of Registrant,
on Form 10-K for the period ended December 31, 1991, as filed
on March 30, 1992.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended September 30, 1996.
<PAGE>
McNEIL REAL ESTATE FUND XV, LTD.
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:
McNEIL REAL ESTATE FUND XV, Ltd.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
November 14, 1996 By: /s/ Donald K. Reed
- ----------------- ----------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
November 14, 1996 By: /s/ Ron K. Taylor
- ----------------- ----------------------------------------
Date Ron K. Taylor
Acting Chief Financial Officer of
McNeil Investors, Inc.
November 14, 1996 By: /s/ Brandon K. Flaming
- ----------------- ----------------------------------------
Date Brandon K. Flaming
Chief Accounting Officer of McNeil
Real Estate Management, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,417,134
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 290,086
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,559,228
<DEPRECIATION> (21,952,370)
<TOTAL-ASSETS> 33,543,843
<CURRENT-LIABILITIES> 0
<BONDS> 23,951,806
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 33,543,843
<SALES> 5,997,714
<TOTAL-REVENUES> 6,077,401
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,426,958
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,609,136
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 41,307
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,307
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
