<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
----------------------
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 0-14505
--------
Enstar Income Program II-2, L.P.
-------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-1628872
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
10900 Wilshire Boulevard - 15th Floor
Los Angeles, California 90024
---------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (310) 824-9990
including area code: --------------
- -------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
<PAGE>
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM II-2, L.P.
CONDENSED BALANCE SHEETS
--------------------------------
--------------------------------
<TABLE>
<CAPTION>
December 31, March 31,
1998* 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 4,468,300 $ 4,869,000
Accounts receivable, less allowance of $3,400 and
$7,600 for possible losses 87,900 46,500
Prepaid expenses and other assets 306,100 456,600
Property, plant and equipment, less accumulated
depreciation and amortization of $7,490,400 and $7,618,100 2,758,600 2,648,500
Franchise cost, net of accumulated
amortization of $1,225,900 and $1,251,700 169,000 143,200
Deferred charges, net 7,400 5,100
----------- -----------
$ 7,797,300 $ 8,168,900
----------- -----------
----------- -----------
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Accounts payable $ 273,100 $ 227,400
Due to affiliates 332,300 468,400
----------- -----------
TOTAL LIABILITIES 605,400 695,800
----------- -----------
COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partners (1,800) 1,000
Limited partners 7,193,700 7,472,100
----------- -----------
TOTAL PARTNERSHIP CAPITAL 7,191,900 7,473,100
----------- -----------
$ 7,797,300 $ 8,168,900
----------- -----------
----------- -----------
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
2
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
CONDENSED STATEMENTS OF OPERATIONS
----------------------------------
----------------------------------
<TABLE>
<CAPTION>
Unaudited
-------------------------------
Three months ended
March 31,
-------------------------------
1998 1999
--------- ----------
<S> <C> <C>
REVENUES $ 996,200 $ 969,000
--------- ---------
OPERATING EXPENSES:
Service costs 311,000 330,700
General and administrative expenses 120,000 116,600
General Partner management fees
and reimbursed expenses 138,500 130,100
Depreciation and amortization 165,100 155,800
--------- ---------
734,600 733,200
--------- ---------
OPERATING INCOME 261,600 235,800
--------- ---------
OTHER INCOME (EXPENSE):
Interest income 37,800 49,000
Interest expense (3,200) (3,600)
--------- ---------
34,600 45,400
--------- ---------
NET INCOME $ 296,200 $ 281,200
--------- ---------
--------- ---------
Net income allocated to General Partners $ 3,000 $ 2,800
--------- ---------
--------- ---------
Net income allocated to Limited Partners $ 293,200 $ 278,400
--------- ---------
--------- ---------
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 9.81 $ 9.32
--------- ---------
--------- ---------
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,880 29,880
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
STATEMENTS OF CASH FLOWS
--------------------------------
--------------------------------
<TABLE>
<CAPTION>
Unaudited
-------------------------------
Three months ended
March 31,
-------------------------------
1998 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 296,200 $ 281,200
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 165,100 155,800
Amortization of deferred loan costs -
Increase (decrease) from changes in:
Accounts receivable, prepaid expenses and other assets (5,400) (109,100)
Accounts payable and due to affiliates (189,400) 90,400
----------- -----------
Net cash provided by operating activities 266,500 418,300
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (54,400) (17,600)
Increase in intangible assets (3,300) -
----------- -----------
Net cash used in investing activities (57,700) (17,600)
----------- -----------
INCREASE IN CASH 208,800 400,700
CASH AT BEGINNING OF PERIOD 3,078,800 4,468,300
----------- -----------
CASH AT END OF PERIOD $ 3,287,600 $ 4,869,000
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
---------------------------------------
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
months ended March 31, 1999 and 1998 are unaudited. These condensed interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Partnership's latest Annual
Report on Form 10-K. In the opinion of management, such statements reflect
all adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of the results of such periods. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES
The Partnership has a management and service agreement with a wholly
owned subsidiary of the Corporate General Partner (the "Manager") for a
monthly management fee of 5% of revenues, excluding revenues from the sale of
cable television systems or franchises. Management fee expense approximated
$48,500 for the three months ended March 31, 1999.
In addition to the monthly management fee described above, the
Partnership reimburses the Manager for direct expenses incurred on behalf of
the Partnership and for the Partnership's allocable share of operational
costs associated with services provided by the Manager. All cable television
properties managed by the Corporate General Partner and its subsidiary are
charged a proportionate share of these expenses. The Corporate General
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to
provide corporate management services for the Partnership. Corporate office
allocations and district office expenses are charged to the properties served
based primarily on the respective percentage of basic subscribers or homes
passed (dwelling units within a system) within the designated service areas.
The total amount charged to the Partnership for these services approximated
$81,600 for the three months ended March 31, 1999. Management fees and
reimbursed expenses due the Corporate General Partner are non-interest
bearing.
The Partnership also receives certain system operating management
services from an affiliate of the Corporate General Partner in addition to
the Manager due to the fact that there are no such employees directly
employed by one of the Partnership's cable systems. The Partnership
reimburses the affiliate for its allocable share of the affiliate's
operational costs. The total amount charged to the Partnership for these
costs approximated $13,600 for the three months ended March 31, 1999. No
management fee is payable to the affiliate by the Partnership and there is no
duplication of reimbursed expenses and costs paid to the Manager.
Substantially all programming services have been purchased through
FCLP. FCLP, in the normal course of business, purchases cable programming
services from certain program suppliers owned in whole or in part by
affiliates of an entity that became a general partner of FCLP on September
30, 1998. Such purchases of programming services are made on behalf of the
Partnership and the other partnerships managed by the Corporate General
Partner as well as for FCLP's own cable television operations. FCLP charges
the Partnership for these services based on an estimate of what
5
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
---------------------------------------
2. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (CONTINUED)
the Corporate General Partner could negotiate for such programming services
for the 15 partnerships managed by the Corporate General Partner as a group.
The Partnership recorded programming fee expense of $225,700 for the three
months ended March 31, 1999. Programming fees are included in service costs
in the statements of operations.
3. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Earnings and losses per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, earnings and losses have been allocated 99% to the Limited
Partners and 1% to the General Partners. The General Partners do not own
units of partnership interest in the Partnership, but rather hold a
participation interest in the income, losses and distributions of the
Partnership.
6
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act") required the Federal Communications Commission ("FCC")
to, among other things, implement extensive regulation of the rates charged
by cable television systems for basic and programming service tiers,
installation, and customer premises equipment leasing. Compliance with those
rate regulations has had a negative impact on the Partnership's revenues and
cash flow. The Telecommunications Act of 1996 (the "1996 Telecom Act")
substantially changed the competitive and regulatory environment for cable
television and telecommunications service providers. Among other changes, the
1996 Telecom Act ended the regulation of cable programming service tier rates
on March 31, 1999. There can be no assurance as to what, if any, further
action may be taken by the FCC, Congress or any other regulatory authority or
court, or the effect thereof on the Partnership's business. Accordingly, the
Partnership's historical financial results as described below are not
necessarily indicative of future performance.
This Report includes certain forward looking statements regarding,
among other things, future results of operations, regulatory requirements,
competition, capital needs and general business conditions applicable to the
Partnership. Such forward looking statements involve risks and uncertainties
including, without limitation, the uncertainty of legislative and regulatory
changes and the rapid developments in the competitive environment facing
cable television operators such as the Partnership. In addition to the
information provided herein, reference is made to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1998 for additional
information regarding such matters and the effect thereof on the
Partnership's business.
RESULTS OF OPERATIONS
The Partnership's revenues decreased from $996,200 to $969,000, or by
2.7%, for the three months ended March 31, 1999 as compared to the
corresponding period in 1998. Of the $27,200 decrease, $26,000 was due to
decreases in the number of subscriptions for basic, premium, tier and
equipment rental services and $1,200 was due to decreases in other revenue
producing items. As of March 31, 1999, the Partnership had approximately
8,900 basic subscribers and 1,900 premium service units.
Service costs increased from $311,000 to $330,700, or by 6.3%, for
the three months ended March 31, 1999 as compared to the corresponding period
in 1998. Service costs represent costs directly attributable to providing
cable services to customers. The increase was primarily due to decreases in
the capitalization of labor and overhead costs resulting from reductions in
1998 rebuild construction activity in the Jerseyville, Illinois franchise
area. Higher programming fees also contributed to the increase. Programming
fees increased primarily as a result of higher rates charged by program
suppliers.
General and administrative expenses decreased from $120,000 to
$116,600, or by 2.8%, for the three months ended March 31, 1999 as compared
to the corresponding period of 1998. The decrease was primarily the result of
decreases in professional fees, including audit fees, marketing costs and bad
debt expense. These decreases were largely offset by increases in insurance
premiums.
7
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
RESULTS OF OPERATIONS (CONTINUED)
Management fees and reimbursed expenses decreased from $138,500 to
$130,100, or by 6.1%, for the three months ended March 31, 1999 as compared
to the corresponding period of 1998. Management fees decreased in direct
relation to decreased revenues as described above. Reimbursed expenses
decreased primarily due to lower allocated personnel costs resulting from
staff reductions.
Depreciation and amortization expense decreased from $165,100 to
$155,800, or by 5.6%, for the three months ended March 31, 1999 as compared
to the corresponding period of 1998. The decrease was primarily due to
certain plant assets becoming fully depreciated.
Operating income decreased from $261,600 to $235,800, or by 9.9%, for
the three months ended March 31, 1999 as compared to the corresponding period
in 1998, primarily due to decreases in revenues and increases in insurance
costs as described above.
Interest income, net of interest expense, increased from $34,600 to
$45,400, or by 31.2%, for the three months ended March 31, 1999 as compared
to the corresponding period in 1998. The increase was primarily due to higher
average cash balances available for investment during the period.
Due to the factors described above, the Partnership's net income
decreased from $296,200 to $281,200, or by 5.1%, for the three months ended
March 31, 1999 as compared to the corresponding period in 1998.
Based on its experience in the cable television industry, the
Partnership believes that operating income before depreciation and
amortization ("EBITDA") and related measures of cash flow serve as important
financial analysis tools for measuring and comparing cable television
companies in several areas, such as liquidity, operating performance and
leverage. EBITDA is not a measurement determined under generally accepted
accounting principles ("GAAP") and does not represent cash generated from
operating activities in accordance with GAAP. EBITDA should not be considered
by the reader as an alternative to net income as an indicator of financial
performance or as an alternative to cash flows as a measure of liquidity. In
addition, the definition of EBITDA may not be identical to similarly titled
measures used by other companies. EBITDA as a percentage of revenues
decreased from 42.8% to 40.4% during the three months ended March 31, 1999,
as compared to the corresponding period in 1998. The decrease was primarily
caused by lower revenues and higher insurance costs as described above.
EBITDA decreased from $426,700 to $391,600, or by 8.2%, as a result.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available
cash flow from operations and proceeds from the sale of cable systems, if
any, after providing for expenses, debt service and capital requirements
relating to the expansion, improvement and upgrade of its cable systems.
Based on its belief that the market for cable systems has generally
improved, the Corporate General Partner is evaluating strategies for
liquidating the Partnership. These strategies include the potential sale of
substantially all of the Partnership's assets to third parties and/or
affiliates of the Corporate General Partner, and the subsequent liquidation
of the Partnership. The Corporate General
8
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Partner expects to complete its evaluation within the next several months and
intends to advise unitholders promptly if it believes that commencing a
liquidating transaction would be in the best interests of unitholders.
At March 31, 1999, the Partnership had no debt outstanding. The
Partnership relies upon the availability of cash generated from operations to
fund its ongoing expenses and capital requirements. The Partnership is
required to rebuild its Jerseyville, Illinois cable system at an estimated
total cost of approximately $94,800 under a provision of its franchise
agreement. The Partnership is also rebuilding portions of its cable systems
in surrounding communities at an estimated additional cost of approximately
$1,968,900. Project costs related to the required rebuild in Jerseyville
approximated $90,200 from inception through December 31, 1998 and rebuild
costs in the surrounding communities amounted to $1,873,500 from inception
through December 31, 1998. The Partnership is budgeted to spend approximately
$100,000 in 1999 to complete the two projects. Other capital expenditures
budgeted for 1999 include $486,800 for replacement and upgrade of other
assets. Capital expenditures approximated $17,600 in the first three months
of 1999. Additionally, the Partnership is required to upgrade its cable plant
in Malden, Missouri at an estimated cost of approximately $1,800,000, the
start of which is dependent upon obtaining a renewal of the franchise
agreement for that community. The Partnership also has tentative plans for a
project in 2001 to upgrade its Pana, Illinois cable system at an estimated
cost of approximately $1.1 million.
The Corporate General Partner believes that cash flow from operations
will be adequate to meet the Partnership's current liquidity requirements,
including the funding for capital expenditures discussed above. However, as a
result of such liquidity requirements, the Corporate General Partner has
concluded that it is not prudent for the Partnership to resume paying
distributions at this time.
Beginning in August 1997, the Corporate General Partner elected to
self-insure the Partnership's cable distribution plant and subscriber
connections against property damage as well as possible business
interruptions caused by such damage. The decision to self-insure was made due
to significant increases in the cost of insurance coverage and decreases in
the amount of insurance coverage available.
In October 1998, FCLP reinstated third party insurance coverage for
all of the cable television properties owned or managed by FCLP to cover
damage to cable distribution plant and subscriber connections and against
business interruptions resulting from such damage. This coverage is subject
to a significant annual deductible which applies to all of the cable
television properties owned or managed by FCLP.
Approximately 72% of the Partnership's subscribers are served by its
system in Hillsboro, Illinois and neighboring communities. Significant damage
to the system due to seasonal weather conditions or other events could have a
material adverse effect on the Partnership's liquidity and cash flows. The
Partnership continues to purchase insurance coverage in amounts its
management views as appropriate for all other property, liability,
automobile, workers' compensation and other types of insurable risks.
During the first quarter of 1999, FCLP, on behalf of the Corporate
General Partner, continued its identification and evaluation of the
Partnership's Year 2000 business risks and its exposure to
9
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
computer systems, to operating equipment which is date sensitive and to the
interface systems of its vendors and service providers. The evaluation has
focused on identification and assessment of systems and equipment that may
fail to distinguish between the year 1900 and the year 2000 and, as a result,
may cease to operate or may operate improperly when dates after December 31,
1999 are introduced.
Based on a study conducted in 1997, FCLP concluded that certain of
the Partnership's information systems were not Year 2000 compliant and
elected to replace such software and hardware with applications and equipment
certified by the vendors as Year 2000 compliant. FCLP installed a number of
the new systems in the first quarter of 1999. The total anticipated cost,
including replacement software and hardware, will be borne by FCLP. FCLP is
continuing to utilize internal and external resources to extend the
functionality of the new systems. FCLP does not believe that any other
significant information technology projects affecting the Partnership have
been delayed due to efforts to identify and address Year 2000 issues.
Additionally, FCLP has continued to inventory the Partnership's
operating and revenue generating equipment to identify items that need to be
upgraded or replaced and has surveyed cable equipment manufacturers to
determine which of their models require upgrade or replacement to become Year
2000 compliant. Identification and evaluation, while ongoing, are
substantially completed and a plan has been developed to remediate
non-compliant equipment prior to January 1, 2000. Upgrade or replacement,
testing and implementation will be performed over the remaining months of
1999. The cost of such replacement or remediation, currently estimated at
$82,900, is not expected to have a material effect on the Partnership's
financial position or results of operations. The Partnership had not incurred
any costs related to the Year 2000 project as of March 31, 1999. FCLP plans
to inventory, assess, replace and test equipment with embedded computer chips
in a separate segment of its project, presently scheduled for the second half
of 1999.
FCLP has continued to survey the Partnership's significant third
party vendors and service suppliers to determine the extent to which the
Partnership's interface systems are vulnerable should those third parties
fail to solve their own Year 2000 problems on a timely basis. Approximately
80% of the Partnership's most critical equipment vendors have responded to
the surveys regarding the Year 2000 compliance of their products. Additional
compliance information has been obtained for specific products from vendor
Web sites. Among the most significant service providers upon which the
Partnership relies are programming suppliers, power and telephone companies,
various banking institutions and the Partnership's customer billing service.
A majority of these service suppliers either have not responded to FCLP's
inquiries regarding their Year 2000 compliance programs or have responded
that they are unsure if they will become compliant on a timely basis.
Consequently, there can be no assurance that the systems of other companies
on which the Partnership must rely will be Year 2000 compliant on a timely
basis.
FCLP is developing a contingency plan in 1999 to address possible
situations in which various systems of the Partnership, or of third parties
with which the Partnership does business, are not compliant prior to January
1, 2000. Considerable effort has been directed toward distinguishing between
those contingencies with a greater probability of occurring from those whose
occurrence is considered remote. Moreover, such a plan has focused on systems
whose failure poses a material risk to the Partnership's results of
operations and financial condition.
10
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Partnership's most significant Year 2000 risk is an interruption
of service to subscribers, resulting in a potentially material loss of
revenues. Other risks include impairment of the Partnership's ability to bill
and/or collect payment from its customers, which could negatively impact its
liquidity and cash flows. Such risks exist primarily due to technological
operations dependent upon third parties and to a much lesser extent to those
under the control of the Partnership. Failure to achieve Year 2000 readiness
in either area could have a material adverse impact on the Partnership. The
Partnership is unable to estimate the possible effect on its results of
operations, liquidity and financial condition should its significant service
suppliers fail to complete their readiness programs prior to the Year 2000.
Depending on the supplier, equipment malfunction or type of service provided,
as well as the location and duration of the problem, the effect could be
material. For example, if a cable programming supplier encounters an
interruption of its signal due to a Year 2000 satellite malfunction, the
Partnership will be unable to provide the signal to its cable subscribers,
which could result in a loss of revenues, although the Partnership would
attempt to provide its customers with alternative program services for the
period during which it could not provide the original signal. Due to the
number of individually owned and operated channels the Partnership carries
for its subscribers, and the packaging of those channels, the Partnership is
unable to estimate any reasonable dollar impact of such interruption.
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
Operating activities provided $151,800 more cash in the three months
ended March 31, 1999 than in the corresponding period of 1998. The
Partnership used $279,800 less cash for the payment of amounts owed to
affiliates and third-party creditors in the 1999 period due to differences in
the timing of payments. Changes in accounts receivable and prepaid expenses
used $103,700 more cash in the first three months of 1999 due to differences
in the timing of receivable collections and in the payment of prepaid
expenses.
Investing activities used $40,100 less cash in the three months ended
March 31, 1999 than in the corresponding three months of 1998, due to a
$36,800 decrease in expenditures for tangible assets, and a $3,300 decrease
in spending for intangible assets.
INFLATION
Certain of the Partnership's expenses, such as those for wages and
benefits, equipment repair and replacement, and billing and marketing
generally increase with inflation. However, the Partnership does not believe
that its financial results have been, or will be, adversely affected by
inflation in a material way, provided that Partnership is able to increase
its service rates periodically, of which there can be no assurance.
11
<PAGE>
ENSTAR INCOME PROGRAM II-2, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) None
(b) No reports on Form 8-K were filed during the quarter for
which this report is filed.
<PAGE>
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.
ENSTAR INCOME PROGRAM II-2, L.P.
a GEORGIA LIMITED PARTNERSHIP
-----------------------------------
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: May 14, 1999 By: /s/ Michael K. Menerey
--------------------------------
Michael K. Menerey,
Executive Vice President,
Chief Financial Officer and Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1999, AND THE STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,869,000
<SECURITIES> 0
<RECEIVABLES> 54,100
<ALLOWANCES> 7,600
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 10,266,600
<DEPRECIATION> 7,618,100
<TOTAL-ASSETS> 8,168,900
<CURRENT-LIABILITIES> 695,800
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,168,900
<SALES> 0
<TOTAL-REVENUES> 969,000
<CGS> 0
<TOTAL-COSTS> 733,200
<OTHER-EXPENSES> (49,000)
<LOSS-PROVISION> 10,500
<INTEREST-EXPENSE> 3,600
<INCOME-PRETAX> 281,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 281,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 281,200
<EPS-PRIMARY> 9.32
<EPS-DILUTED> 0
</TABLE>
