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, 1995
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: 0-18151
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3286866
(State of organization) (IRS Employer Identification No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-1054
Former name, former address and former fiscal year, if changed since last
report: not applicable
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>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, December 31,
1995 1994
ASSETS
<S> <C> <C>
Real estate, at cost:
Buildings and improvements $ 52,195,756 $ 55,690,646
Land and land improvements 6,906,449 13,161,632
59,102,205 68,852,278
Accumulated depreciation 22,894,436 22,452,497
36,207,769 46,399,781
Real estate held for sale 2,276,381 -
Cash and cash equivalents, at cost
which approximates market 1,216,188 663,387
Deferred expenses, net 1,453,484 1,655,347
Accounts receivable 1,358,694 1,870,771
Restricted cash 3,776,892 4,042,780
Other assets 418,361 465,922
$ 46,707,769 $ 55,097,988
LIABILITIES AND PARTNERS' CAPITAL DEFICIENCY
Mortgage notes payable $ 48,174,949 $ 54,936,984
Due to affiliates 6,256,277 6,712,665
Accounts payable and accrued expenses 3,342,364 3,270,432
Other liabilities 482,648 509,280
Excess of distributions and losses over
cost of investment in unconsolidated partnerships 7,288,382 6,704,781
Minority interests 1,220,822 1,243,540
66,765,442 73,377,682
Partners' capital deficiency:
General partners (3,331,349) (3,260,230)
Limited partners ($1,000 per Unit,
78,594 Units issued) (16,726,324) (15,019,464)
Total partners' capital deficiency (20,057,673) (18,279,694)
$ 46,707,769 $ 55,097,988
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 1995 and 1994
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Hotel operating $ 5,272,445 $ 5,297,067 $20,143,508 $19,818,221
Rental 349,505 551,920 1,095,016 1,613,429
Interest and other 33,139 30,073 98,062 86,944
5,655,089 5,879,060 21,336,586 21,518,594
Expenses:
Hotel operating 4,555,639 4,631,065 14,851,972 15,031,558
Property operating 131,098 124,508 264,191 397,960
Interest 1,319,332 1,309,050 4,194,648 3,860,770
Depreciation 589,528 860,055 1,641,738 2,550,040
Amortization 50,635 70,572 188,837 240,941
Equity in net losses of
unconsolidated partnerships 173,715 336,051 623,385 607,619
General and administrative 112,167 92,985 341,455 290,580
Loss (gain) on write-down of real estate
sold/held for sale (12,110) - 1,031,057 -
6,920,004 7,424,286 23,137,283 22,979,468
Loss before minority interest (1,264,915) (1,545,226) (1,800,697) (1,460,874)
Minority interest in earnings
of consolidated partnerships 24,991 31,244 22,718 31,144
Net loss $(1,239,924) $(1,513,982) $(1,777,979) $(1,429,730)
Net loss allocated to:
Limited partners $(1,190,327) $(1,453,423) $(1,706,860) $(1,372,541)
General partners (49,597) (60,559) (71,119) (57,189)
$(1,239,924) $(1,513,982) $(1,777,979) $(1,429,730)
Net loss per Unit of limited partnership
interest $(15.15) $(18.49) $(21.72) $(17.46)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL DEFICIENCY
Nine months ended September 30, 1995
<CAPTION>
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital deficiency
at January 1, 1995 $(15,019,464) $(3,260,230) $(18,279,694)
Net loss (1,706,860) (71,119) (1,777,979)
Partners' capital deficiency
at September 30, 1995 $(16,726,324) $(3,331,349) $(20,057,673)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1995 and 1994
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,777,979) $(1,429,730)
Adjustments to reconcile net loss to net
cash flow from operating activities:
Depreciation and amortization 1,830,575 2,790,981
Loss on write-down of real estate sold/held for sale 1,031,057 -
Equity in net losses of unconsolidated partnerships 623,385 607,619
Minority interests in joint ventures' operations (22,718) (31,144)
Decrease (increase) in:
Deferred expenses 13,026 (183,180)
Accounts receivable 512,077 (174,164)
Restricted cash 265,888 (1,224,304)
Other assets 47,561 60,227
Increase (decrease) in:
Accounts payable and accrued expenses 71,932 (43,342)
Due to affiliates (456,388) 252,572
Other liabilities (26,632) 15,302
Net cash provided by operating activities 2,111,784 640,837
Cash flows from investing activities:
Net proceeds from sale of real estate 5,764,052 -
Investments in real estate (521,216) (721,115)
(Investment in) distributions from
unconsolidated partnerships (39,784) 94,810
Net cash provided by (used in) investing activities 5,203,052 (626,305)
Cash flows from financing activities:
(Repayment of) proceeds from mortgage notes payable (6,762,035) 67,094
Additional investment by minority interest - 90,803
Net cash (used in) provided by financing activities (6,762,035) 157,897
Increase in cash and cash equivalents 552,801 172,429
Cash and cash equivalents at beginning of period 663,387 1,221,573
Cash and cash equivalents at end of period $ 1,216,188 $ 1,394,002
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,438,310 $ 3,181,814
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Consolidated Statements of Cash Flows
Nine months ended September 30, 1995 and 1994
(Cont'd)
<CAPTION>
1995 1994
<S> <C> <C>
Supplemental disclosure of non-cash investing activities:
Reclassification of real estate held for sale:
Real estate, at cost
Land $ 2,276,381 $ -
Real estate held for sale $ 2,276,381 $ -
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Notes to Consolidated Financial Statements
1. The Partnership
Dean Witter Realty Growth Properties, L.P. (the "Partnership") was formed
as a limited partnership in 1985 under the laws of the State of Delaware.
The Managing General Partner of the Partnership is Dean Witter Realty
Growth Properties Inc., which is wholly-owned by Dean Witter Realty Inc.
("Realty").
Assets of the Partnership are subject to substantial leverage. All
mortgage notes payable are secured by the real estate and are not general
obligations of the Partnership.
The Partnership's current restricted cash balances are being reserved
primarily for debt service, working capital, and the replacement of
certain furniture, fixtures and equipment at the hotel pursuant to the
hotel loan and management agreements.
The financial statements include the accounts of the Partnership, Bayport
Ltd.'s investment in the Bayport hotel, and Braker Associates on a
consolidated basis. The Partnership's investments in Peninsula/DW
Associates and the Bayport office building are accounted for on the
equity method.
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
Net loss per Unit amounts are calculated by dividing net loss allocated
to Limited Partners, in accordance with the Partnership Agreement, by the
weighted average number of Units outstanding.
Effective January 1, 1995, the Partnership has adopted the provisions of
Financial Accounting Standards 121 regarding the impairment of long lived
assets; adoption was not required until after December 31, 1995. If the
partnership had adopted the provision of this standard in 1994, the
Partnership would have recognized an impairment loss of approximately $1
million on the Braker Properties which were subsequently sold in 1994,
rather than in 1995 when the decision was made to sell the property as
described in Note 2.
In the opinion of management, the accompanying financial statements,
which have not been audited, include all adjustments necessary to present
fairly the results for the interim periods. Except for the transactions
discussed in Note 2 regarding the sales at Braker Center, such
adjustments consist only of normal recurring accruals.
Certain 1994 amounts have been reclassified to conform to 1995
presentation.
2. Real Estate
During the second quarter of 1995, the Partnership determined to sell the
warehouse and the undeveloped land at Braker Center. Accordingly, the
property was reclassified to real estate held for sale, and its carrying
value was reduced to $8.2 million (its estimated fair value net of
selling costs), resulting in a loss of approximately $1,043,000. The
Partnership also paid a fee of approximately $165,000 (included in
interest expense) to the mortgage lender on the warehouse for an
extension of the maturity of the $3.7 million mortgage loan through
October 1, 1995.
In August 1995, the Partnership entered into an Agreement of Sale with
Hill Partners, Inc., an unaffiliated party, to sell these properties for
a minimum sales price which was approximately $12,000 more than their
reduced carrying value. The closing of the sale of the warehouse and one
parcel of land, for a net purchase price of approximately $5,764,000,
took place on September 1, 1995. At closing, the Partnership repaid the
$3.7 million mortgage note which was the only debt encumbering the
property.
The closings of the sales of three of the remaining parcels of land are
scheduled to occur in November 1995 and February 1996. The closing of
the sale of the final parcel of land is scheduled to occur in February
1997. Pursuant to the Agreement of Sale, the Partnership may continue
to market the final parcel prior to the closing date of the sale of that
parcel. If the final parcel is sold to a third party, the excess of the
proceeds from such sale over the purchase price otherwise to be paid by
Hill Partners, Inc. will be divided between the Partnership and Hill
Partners, Inc.
The sale of the warehouse and vacant land will reduce future Partnership
earnings and cash flow. The aggregate net income from these properties
during the three- and nine-month periods ended September 30, 1995
(including interest expense of approximately $225,000 and $56,000,
respectively) was approximately $14,000 and $75,000, respectively.
In December 1994, the partnership which owns the four office/R&D
buildings at Braker Center ("Office/R&D Building Partnership") was in
default on its loan. The Office/R&D Building Partnership has two general
partners: (i) L.S. Braker Associates ("Braker Associates"), a subsidiary
of the Partnership, and (ii) an unaffiliated partner. The unaffiliated
general partner caused the Office/R&D Building Partnership to file for
protection under Chapter 11 of the United States Bankruptcy Code. Braker
Associates had not consented to the filing and the unaffiliated general
partner has initiated litigation to compel it to do so. The ultimate
outcome of the litigation and the Office/R&D Building Partnership's
Chapter 11 reorganization is uncertain. No write-down of the property
was deemed necessary.
In May 1995, the Partnership and Hyatt Hotel Corporation modified the
management agreement for the hotel at Bayport Plaza. Under the terms of
the new agreement, Hyatt is entitled to an annual fee equal to a
percentage of the hotel's net revenues in excess of annual debt service,
not to exceed an overall percentage cap. In addition, Hyatt has agreed
to certain expense reductions that should increase the hotel's cash flow.
During the second quarter of 1995, the Partnership prepaid $3 million of
the senior debt at the hotel with accumulated cash.
3. Related Party Transactions
Prior to 1994, the Partnership borrowed funds from an affiliate of Realty
to fund property operating deficits and capital expenditures at certain
properties. Interest expense, calculated at the prime rate, was $196,067
and $138,952 for the nine months ended September 30, 1995 and 1994,
respectively. The prime rate was 8.75% at September 30, 1995. At
September 30, 1995 and 1994, the balances due to the affiliate, including
accrued interest, were $3,026,716 and $2,772,678, respectively.
During the third quarter of 1995, the affiliate and the Partnership
agreed to amend and restate the Partnership's borrowing relationship.
The Partnership agreed to repay all outstanding amounts borrowed from the
affiliate, including accrued and unpaid interest, no later than April 1,
1996. In addition, new advances to the Partnership under the
Partnership's line of credit are capped at $500,000. The amended and
restated credit facility expires July 31, 1996.
Additionally, in conjunction with a 1991 refinancing of the hotel at
Bayport Plaza, an affiliate of Realty guaranteed a maximum of $5,350,000
of the first mortgage debt. Advances (all of which were made prior to
1994) by the guarantor to the first mortgage lender under this guaranty
(which constitute loans from the guarantor to the Partnership which must
be repaid by the Partnership) equalled $2,166,098 through September 30,
1995 and 1994. Consequently, the remaining potential liability of the
guarantor to the lender under the guaranty as of September 30, 1995 was
$3,183,902. Interest expense, calculated at the prime rate, was $181,691
and $129,052 for the nine months ended September 30, 1995 and 1994,
respectively. At September 30, 1995 and 1994, the balances the
Partnership owed the guarantor, including accrued interest, were
$2,804,788 and $2,569,378 as of September 30, 1995 and 1994,
respectively. No portion of this indebtedness to the affiliate has been
repaid to date.
The Managing General Partner is entitled to receive a management fee
based on a percentage of the Partnership's distributable cash. Because
there was no distributable cash flow, the Managing General Partner did
not receive a fee for the nine months ended September 30, 1995 or 1994.
As of September 30, 1995 and 1994, $422,987 of management fees earned
prior to 1992 remained unpaid.
Realty performs administrative functions, processes investor transactions
and prepares tax information for the Partnership. For the nine months
ended September 30, 1995 and 1994, the Partnership incurred $163,811 and
$170,208, respectively, for these services. As of September 30, 1995 and
1994, the balances due to Realty were $1,786 and $861,264, respectively.
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership raised $78,594,000 in a public offering which was
terminated in 1986. The Partnership has no plans to raise additional
capital.
The Partnership used the proceeds from the offering to make leveraged
investments in four properties (one of which was lost through foreclosure
in July 1992). No additional investments are planned.
Office space absorption nationwide remains positive but has recently
slowed somewhat. Continued space absorption and restrained construction
are reducing vacancy levels of office properties in certain markets.
With the substantial amount of office space still available, however,
rental rates are improving only modestly and in select regions. At
current rental rates, significant office construction activity is
considered unlikely in the near-term in all but a few markets. Research
and development space in certain areas continues to be in demand as a
result of increasing investment in technology. The balance between
supply and demand in the hotel industry and an increase in consumer
travel have caused occupancies at many hotels to rise.
Real estate markets are generally divided into sub-markets by geographic
location and property type. Not all sub-markets have been affected
equally by the above factors.
The Partnership's liquidity depends upon cash flow from operations of its
properties and expenditures for tenant improvements and leasing
commissions in connection with the leasing of vacant space. For the
three and nine months ended September 30, 1995, all the Partnership's
property investments generated positive cash flow from operations. The
Partnership expects that they will continue to do so.
The Partnership's current restricted cash balances are being reserved
primarily for debt service, working capital, and the replacement of
certain furniture, fixtures and equipment at the hotel pursuant to the
hotel loan and management agreements.
Through September 30, 1995, such reserves were used to fund approximately
$521,000 of capital improvements at the hotel consisting primarily of
room furnishings. The Partnership expects to incur approximately
$180,000 of such capital expenditures for the remainder of 1995.
In May 1994, the partnerships that own the Peninsula Office Park
properties completed an extension and modification agreement for mortgage
loans on the properties. Under this agreement, the lender agreed to
reduce the interest accrual and pay rates under the loans to 9.5%, and
8.25%, respectively, and to extend the maturity dates to December 1,
1996. The borrowers may further extend the maturity dates of the
modified loans if they make partial paydowns of the mortgage debt.
During the revised loan term, the borrowers are prohibited from making
cash distributions to the Partnership and the Partnership's joint venture
partner.
As of September 30, 1995, the Partnership has borrowed $5,831,504,
including accrued and unpaid interest, from an affiliate of the Managing
General Partner. During the third quarter of 1995, the affiliate and the
Partnership agreed to amend and restate the Partnership's borrowing
relationship. The Partnership agreed to repay all outstanding amounts
borrowed from the affiliates, including accrued and unpaid interest, no
later than April 1, 1996. In addition, new advances to the Partnership
under the Partnership's line of credit are capped at $500,000. The
amended and restated credit facility expires July 31, 1996.
The Partnership has not paid a distribution to the Partners since the
fourth quarter of 1990. Through September 30, 1995, the General Partners
have deferred cash distributions totaling $262,316.
During the second quarter of 1995, the Partnership determined to sell the
warehouse and the undeveloped land at Braker Center in 1995 because it
believed an attractive price could be obtained considering various market
and property-specific factors, including the strength in the Austin,
Texas industrial market in general, the overall strength in the warehouse
market in particular, and the fact that the warehouse was 100% occupied
pursuant to a lease with Dell Computer through 2001.
As disclosed in Note 2 to the consolidated financial statements in Item
1, the closing for the warehouse and a portion of the vacant land at the
Braker Center took place on September 1, 1995. The net sales proceeds
of $5.7 million were used to repay the $3.7 million mortgage loan
outstanding on the warehouse and approximately $1.0 million of amounts
due to affiliates for various services, as described in Note 3 to the
consolidated financial statements in Item 1. The remaining proceeds will
be retained by the Partnership as reserves for debt reduction and other
Partnership purposes.
The aggregate net income from the warehouse and vacant land during the
three- and nine-month periods ended September 30, 1995 (including
interest expense of approximately $225,000 and $56,000, respectively) was
approximately $14,000 and $75,000, respectively.
Operations
Fluctuations in the Partnership's operating results for the three and
nine months ended September 30, 1995, as compared to 1994, are primarily
attributable to the following:
The increase in hotel operating revenue is primarily the result of
increased food and beverage income. Hotel operating expenses declined
because increases in food and beverage costs were more than offset by
decreased management fees.
The decreases in rental revenue and property operating expense are
attributable to the sale of one of the warehouses at Braker Center in
March 1994 and, to a lesser extent, the sale of the warehouse at Braker
Center in September 1995. Rental revenue also decreased because of lower
pass-through revenue in 1995 than in 1994.
The increase in interest expense is primarily due to higher average
interest rates in 1995.
Depreciation expense decreased primarily because certain of the assets
at the hotel at Bayport Plaza are fully depreciated.
Increases in general and administrative expenses are primarily
attributable to increased legal fees in regard to the modification of the
Hyatt Management Agreement.
A summary of the hotel, office and warehouse/research and development
building markets where the Partnership's properties are located and the
performance of each property is as follows:
The hotel market in the Westshore area of Tampa Bay, FL continued to
improve during the third quarter of September 30, 1995 as a result of
improvements in the economy and a lack of new supply. Average occupancy
for the nine-month period ended September 30, 1995, as compared to the
same time period in 1994 decreased slightly from 69% to 68%.
The Bayport Plaza Office Building, located in the same project as the
Hotel, is in a strong market due to a lack of new construction. The
market vacancy rate for Class A buildings in the Westshore market is
approximately 12%. However, the downtown Tampa market is significantly
weaker, and this may adversely impact the Westshore market. During the
third quarter of 1995, occupancy at the property increased slightly from
97% to 98%. No significant leases expire during the remainder of 1995
or 1996.
The Partnership's remaining investment in Braker Center, located in the
Austin, TX industrial market, consists of four office/research and
development buildings and vacant land. The industrial building market
in Austin, with a current vacancy rate of approximately 5%, remains
strong. During the third quarter of 1995, occupancy at the four
office/research and development buildings increased from 90% to 97%. No
significant leases expire during the remainder of 1995 or 1996. The
warehouse and vacant land are in the process of being sold; see Note 2
to the consolidated financial statements in Item 1.
The office market in San Mateo, CA, the location of Peninsula Office
Park, is characterized by declining vacancy rates (approximately 3% at
September 30, 1995), steady leasing activity, and diminishing
availability of space greater than 20,000 square feet. During the third
quarter of 1995, occupancy at the six office buildings decreased slightly
from 100% to 99%. The 17,000 square foot restaurant remains vacant. No
significant leases expire during the remainder of 1995 or 1996.
Inflation
Inflation has been consistently low during the periods presented in the
financial statements and, as a result, has not had a significant effect
on the operations of the Partnership or its properties.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - not applicable.
(b) Reports on Form 8-K -
Report, dated September 1, 1995, of the Agreement to sell one of
the warehouses and the vacant land at the Braker Center.
<PAGE>
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
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.
DEAN WITTER REALTY GROWTH
PROPERTIES, L.P.
By: Dean Witter Realty Growth
Properties Inc.
Managing General Partner
Date: November 14, 1995 By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: November 14, 1995 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate and real
estate joint ventures. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
unaudited financial statements.
</LEGEND>
<CIK> 0000765923
<NAME> DEAN WITTER REALTY GROWTH PROPERTIES L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,216,188
<SECURITIES> 0
<RECEIVABLES> 1,358,694
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,707,769<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (20,057,673)<F2>
<TOTAL-LIABILITY-AND-EQUITY> 46,707,769<F3>
<SALES> 0
<TOTAL-REVENUES> 21,336,586<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,888,860
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,194,648
<INCOME-PRETAX> (1,777,979)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,777,979)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,777,979)<F5>
<EPS-PRIMARY> (21.72)<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $36,207,769, real estate held for sale of $2,276,381, net
deferred expenses of $1,453,484, restricted cash of $3,776,892 and
other assets of $418,361.
<F2>Represents partners' capital deficiency.
<F3>Liabilities include mortgage notes payable of $48,174,949,
investments in unconsolidated partnerships of $7,288,382, due to
affiliates of $6,256,277, minority interests of $1,220,822 and
accounts payable and other liabilities of $3,825,012.
<F4>Total revenue includes hotel operating revenue of $20,143,508, rental
revenue of $1,095,016 and interest and other revenue of $98,062.
<F5>Net loss includes loss on write-down of real estate sold/held for sale
of $1,031,057.
<F6>Represents net loss per Unit of limited partnership interest.
</FN>
</TABLE>
