UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission File Number : 0-15035
PAINEWEBBER GROWTH PARTNERS THREE L.P.
(Exact name of registrant as specified in its charter)
Delaware 04-2882258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE L.P.
CONSOLIDATED BALANCE SHEETS
September 30, 1996 and March 31, 1996 (Unaudited)
(In thousands)
ASSETS
September 30 March 31
------------ --------
Operating investment property, at cost:
Land $ 670 $ 670
Buildings 7,932 7,932
Equipment and improvements 572 572
-------- ---------
9,174 9,174
Less accumulated depreciation (3,472) (3,336)
--------- ---------
5,702 5,838
Investment in unconsolidated joint
venture, at equity 95 73
Cash and cash equivalents 853 801
Accounts receivable 2 2
Prepaid expenses - 16
Deferred expenses, net 39 67
Other assets 227 227
--------- ---------
$ 6,918 $ 7,024
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable and accrued expenses $ 131 $ 107
Accrued interest payable 248 231
Loans payable to affiliates 357 357
Advances from consolidated venture 50 95
Deferred management fees payable to affiliate 1,265 1,243
Note payable 8,330 8,330
Partners' deficit (3,463) (3,339)
--------- ---------
$ 6,918 $ 7,024
========= =========
See accompanying notes.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended September 30, 1996 and 1995 (Unaudited)
(In thousands, except per Unit data)
Three Months Ended Six Months Ended
September 30, September 30,
------------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Rental income $ 372 $ 353 $ 738 $ 707
Interest and other income 10 8 19 17
------ ------- ------- ------
382 361 757 724
Expenses:
Property operating expenses 181 186 359 352
Interest expense 139 148 269 288
Depreciation 71 68 136 135
Partnership management fees - 32 22 64
General and administrative 23 46 56 87
------ ------- ------- ------
414 480 842 926
------ ------- ------- ------
Operating loss (32) (119) (85) (202)
Partnership's share of
unconsolidated venture's loss (14) (61) (39) (111)
------ ------- ------- -------
Net loss $ (46) $ (180) $ (124) $ (313)
====== ======= ======= =======
Net loss per Limited
Partnership Unit $(1.69) $ (6.62) $ (4.59) $(11.57)
====== ======= ======= =======
The above net loss per Limited Partnership Unit is based upon the 25,657
Limited Partnership Units outstanding during each period.
See accompanying notes.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
For the six months ended September 30, 1996 and 1995 (Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at March 31, 1995 $ (113) $(2,616)
Net loss (16) (297)
--------- -------
Balance at September 30, 1995 $ (129) $(2,913)
======== =======
Balance at March 31, 1996 $ (143) $(3,196)
Net loss (6) (118)
--------- ---------
Balance at September 30, 1996 $ (149) $(3,314)
======== =======
See accompanying notes.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended September 30, 1996 and 1995 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
1996 1995
---- ----
Cash flows from operating activities:
Net loss $ (124) $ (313)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Partnership's share of unconsolidated
venture's loss 39 111
Depreciation 136 135
Deferred management fees 22 64
Amortization of deferred financing costs 28 28
Changes in assets and liabilities:
Prepaid expenses 16 15
Accounts payable and accrued expenses 24 31
Accrued interest payable 17 17
Advances from consolidated venture (45) (3)
------- -------
Total adjustments 237 398
------- -------
Net cash provided by operating activities 113 85
Cash flows from investing activities:
Contribution to unconsolidated venture (61) (164)
------- ---------
Net increase (decrease) in cash and cash equivalents 52 (79)
Cash and cash equivalents, beginning of period 801 704
-------- --------
Cash and cash equivalents, end of period $ 853 $ 625
======== ========
Cash paid during the period for interest $ 224 $ 243
======== ========
See accompanying notes.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE, L.P.
Notes to Consolidated Financial Statements
1. General
The accompanying financial statements, footnotes and discussions should be
read in connection with the financial statements and footnotes contained in
the Partnership's Annual Report for the year ended March 31, 1996.
In the opinion of management, the accompanying financial statements, which
have not been audited, reflect all adjustments necessary to present fairly
the results for the interim period. All of the accounting adjustments
reflected in the accompanying interim financial statements are of a normal
recurring nature.
2. Operating Investment Property
The Partnership's balance sheet includes one operating investment property
at September 30, 1996 and March 31, 1996; the Summerwind Apartments, owned
by Tara Associates, Ltd., a majority owned and controlled joint venture. The
balance sheet and operating results of Tara Associates, Ltd. are recorded
three months in arrears to the operating results of the Partnership. Tara
Associates, Ltd., a Georgia limited partnership (the "joint venture"), was
organized on December 19, 1983 to acquire and operate a 208-unit apartment
complex, Summerwind Apartments, located in Jonesboro, Georgia. On October 8,
1985, the Partnership acquired a 70% general partnership interest in the
joint venture. The remaining 30% general and limited partnership interests
were owned by John Lie-Nielson (the "co-venturer"). Effective February 23,
1990, the co-venturer's general partnership interest was converted to a
limited partnership interest, thereby giving the Partnership control over
the operating investment property.
Subsequent to the quarter ended September 30, 1996, the Partnership signed a
letter of intent to sell its interest in Tara Associates, Ltd. to an
unrelated third party for $550,000. The sale could be structured as either a
sale of the venture's operating property with an assumption of the
outstanding mortgage debt or as the sale of the Partnership's general
partner interest in the joint venture.The sale remains subject to the
certain due diligence procedures and the potential buyer's receipt of
approval of the sale from the lender, the limited partner and any other
parties whose consent may be required by the loan documents and the limited
partnership agreement. Accordingly, there are no assurances that this sale
transaction will be consummated. If the transaction is completed, the
Partnership expects to receive net proceeds of over $400,000.
The following is a summary of property operating expenses for the three and
six months ended June 30, 1996 and 1995 (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
Property operating expenses:
Repairs and maintenance $ 69 $ 68 $ 135 $ 123
Utilities 17 17 35 33
Property taxes 25 24 50 49
Management fees 19 17 37 35
Salaries and administrative 51 60 102 112
------ ------ ------ ------
$ 181 $ 186 $ 359 $ 352
====== ====== ====== ======
3. Unconsolidated Joint Venture Partnership
The Partnership has an investment in one unconsolidated joint venture, St.
Louis Woodchase Associates, which owns and operates an operating investment
property, as more fully described in the Partnership's Annual Report. The
unconsolidated joint venture is accounted for on the equity method in the
Partnership's financial statements because the Partnership does not have a
voting control interest in the venture. Under the equity method, the
investment is carried at cost adjusted for the Partnership's share of
venture's earnings and losses and distributions. The Partnership recognizes
its share of the operating results of its unconsolidated joint venture based
on financial results of the venture which are three months in arrears to
that of the Partnership.
<PAGE>
Summarized operating results of the unconsolidated joint venture, for the
periods indicated, are as follows:
Condensed Summary of Operations
For the three and six months ended June 30, 1996 and 1995
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Rental revenues $ 376 $ 378 $ 734 $ 736
Other income 17 11 32 21
------ ------- ------- -----
393 389 766 757
Expenses:
Interest expense 157 216 315 433
Property operating expenses 137 145 271 255
Real estate taxes 21 26 43 52
Depreciation 97 88 192 175
-------- -------- -------- -------
412 475 821 915
-------- -------- -------- -------
Net loss $ (19) $ (86) $ (55) $ (158)
======== ======== ======== ======
Net loss:
Partnership's share of
net loss $ (14) $ (61) $ (39) $ (111)
Co-venturer's share of
net loss (5) (25) (16) (47)
-------- -------- -------- ------
$ (19) $ (86) $ (55) $ (158)
======== ======== ======== ======-
4. Note Payable
Note payable at September 30, 1996 and March 31, 1996 consists of the
following (in thousands):
September 30 March 31
------------ --------
Mortgage loan payable by the
consolidated Tara Associates, Ltd.
which secures Housing Authority of
Clayton County Collateralized
Loan-to-Lender Housing Revenue
Bonds. The non-recourse mortgage
loan is secured by a deed to
secure debt and a security
agreement covering Tara
Associates, Ltd.'s real and
personal property. The loan bears
interest at a floating rate which
is reset weekly based on the
market rate for tax exempt
securities with similar
maturities. The loan is subject to
various prepayment provisions
including a mandatory redemption
on March 16, 1997, the first
scheduled remarketing date, as
defined. The fair value of the
mortgage note payable approximated
its carrying value as of June 30,
1996 and December 31, 1995. $ 8,330 $ 8,330
========== ========
<PAGE>
5. Related Party Transactions
The Adviser earned management fees of $22,000 and $64,000 for the six-month
periods ended September 30, 1996 and 1995, respectively. A limitation on
cumulative management fees payable to the Adviser was reached in the first
quarter of fiscal 1997. Deferred management fees at September 30, 1996 and
March 31, 1996 consist of $1,265,000 and $1,243,000, respectively, due to
PWPI. See the Partnership's Annual Report for further information regarding
deferred management fees.In connection with a potential settlement of the
litigation referred to in Note 6, the Adviser has preliminarily agreed to
forego payment of these deferred management fees. Any recognition of a gain
from the forgiveness of these management fees would be deferred until the
settlement of the litigation is finalized.
Included in general and administrative expenses for the six-month periods
ended September 30, 1996 and 1995 is $18,000 and $23,000, respectively,
representing reimbursements to an affiliate of the Managing General Partner
for providing certain financial, accounting and investor communication
services to the Partnership.
Also included in general and administrative expenses for both of the
six-month periods ended September 30, 1996 and 1995 is $1,000, representing
fees earned by Mitchell Hutchins Institutional Investors, Inc. for managing
the Partnership's cash assets.
6. Contingencies
As discussed in detail in the Partnership's Annual Report for the year ended
March 31, 1996, the Partnership is involved in certain legal actions. At the
present time, the Managing General Partner is unable to determine what
impact, if any, the resolution of these matters may have on the
Partnership's financial statements, taken as a whole.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As discussed in the Annual Report, the Summerwind joint venture is
currently generating excess cash flow from operations as a result of the low
level of the variable interest rate on the venture's first mortgage loan. Such
excess cash flow is being used to pay Partnership operating expenses, except for
Partnership management fees, the payment of which has been deferred since
September of 1986. The debt secured by the Summerwind property, which requires
interest-only payments on a monthly basis, was provided by tax-exempt revenue
bonds issued by a local housing authority. During the first half of fiscal 1997,
the interest rate on such debt, which is tied to comparable tax-exempt bond
obligations, averaged approximately 6% per annum on the venture's $8.3 million
debt obligation. Current cash flow from the venture's operations would be
sufficient to cover interest-only payments at an average rate of approximately
9%. Nonetheless, such cash flow would likely not be sufficient to support
conventional financing, including monthly principal amortization, at current
market interest rates. The revenue bonds which are secured by the mortgage loan
encumbering the Summerwind property are also secured by an irrevocable letter of
credit agreement between the lender and the Housing Authority of Clayton County.
The letter of credit, which will expire on March 16, 1997, is an irrevocable
obligation of the lender up to an amount sufficient to pay the then outstanding
principal of the bonds plus 45 days interest calculated at 15% per annum. The
mortgage loan secured by the Summerwind Apartments is subject to various
prepayment provisions including a mandatory redemption on March 16, 1997, the
first scheduled remarketing date, as defined, which coincides with the
expiration of the letter of credit agreement. Unless the letter of credit is
replaced or extended, the venture's mortgage loan will become immediately due
and payable upon this scheduled expiration date.
Subsequent to the end of the current quarter, the Partnership signed a
letter of intent with an unrelated third party to sell its interest in the joint
venture which owns the Summerwind Apartments for $550,000 in cash. The sale
could be structured as either a sale of the venture's operating property with an
assumption of the outstanding mortgage debt or as the sale of the Partnership's
general partner interest in the joint venture. The sale remains subject to
certain due diligence procedures and the potential buyer's receipt of approval
of the sale by the lender, the limited partner and any other parties whose
consent may be required by the loan documents and the limited partnership
agreement. Accordingly, there are no assurances that this sale transaction will
be consummated. If the transaction is completed, the Partnership expects to
receive over $400,000 in net proceeds.
On September 13, 1995, the Partnership, along with its co-venture partner,
refinanced the mortgage debt secured by the Woodchase Apartments with a new
lender. The new non-recourse mortgage loan was in the initial principal amount
of $8,200,000 and bears interest at a rate of 7.5% per annum. The new loan
requires monthly principal and interest payments of approximately $57,000 and
matures on October 1, 2002. The proceeds of the new loan were used to repay the
existing $8 million debt which encumbered the Woodchase property, as well as to
cover a portion of the refinancing costs. The Partnership advanced $164,000 to
the venture to cover the remaining transaction costs. Although the principal
amount of the new loan increased slightly, the venture's annual debt service
payments have been reduced by approximately $112,000 due to the reduction in the
interest rate, resulting in positive cash flow for the joint venture. As a
result, during the quarter ended December 31, 1995 the Partnership received a
cash flow distribution of $164,000 from the joint venture in repayment of the
advances referred to above which were made in connection with the September 1995
refinancing transaction.
In refinancing the Woodchase debt obligation, management obtained assumable
financing which reduces debt service costs and enhances the marketability of the
property for a possible sale. An analysis of the estimated value of the
Woodchase property places the potential sale price above the level of the
current debt balance by between $2 million to $3 million. If the Partnership
successfully closes the sale of its interest in the Summerwind, as discussed
above, a sale of the Woodchase investment in the near-term would be likely. A
sale of the two remaining real estate assets would initiate a liquidation of the
Partnership which could be accomplished during calendar 1997.
Upon the sale or disposition of the Partnership's investments, the taxable
gain or loss incurred will be allocated among the partners. In the case where a
taxable gain would be incurred, gain would first be allocated to the General
Partners in an amount at least sufficient to eliminate their deficit capital
balance. Any remaining gain would then be allocated to the Limited Partners. In
certain cases, the Limited Partners could be allocated taxable income in excess
of any liquidation proceeds that they may receive. Additionally, in cases where
the disposition of any investment involves a foreclosure by, or voluntary
conveyance to, the mortgage lender, taxable income could occur without the
distribution of cash. Income from the sale or disposition of the Partnership's
investments would represent passive income to the partners which could be offset
by each partner's existing passive losses, including any carryovers from prior
years.
At September 30, 1996, the Partnership and its consolidated joint venture
had available cash and cash equivalents of approximately $853,000. As discussed
further above, the consolidated Summerwind joint venture currently generates
positive cash flow because the variable interest rate on the venture's
outstanding mortgage indebtedness is presently at a fairly low level. As long as
this variable rate remains low, the venture should provide excess cash flow
sufficient to cover the Partnership's operating expenses. In the event that this
interest rate rises significantly in the near future, the Partnership's cash
flow may be impaired. The balance of cash and cash equivalents will be used for
the working capital needs of the Partnership and its consolidated joint venture.
The source of future liquidity and distributions to the partners is expected to
be through proceeds, if any, received from the sale or refinancing of the two
remaining investment properties.
Results of Operations
Three Months Ended September 30, 1996
The Partnership's net loss decreased by $134,000 for the three months
ended September 30, 1996, when compared to the same period in the prior year.
This decrease in the Partnership's net loss was the result of a decrease in the
Partnership's operating loss of $87,000 and a decrease in the Partnership's
share of unconsolidated venture's loss of $47,000. Operating loss decreased due
to an increase in revenues of $21,000 and a decrease in expenses of $66,000.
Revenues increased primarily due to an increase in rental revenue from the
consolidated Summerwind joint venture of $19,000. This increase in rental
revenue is due to an increase in average rental rates at the Summerwind
Apartments. Expenses decreased mainly due to decreases in management fee expense
of $32,000, general and administrative expenses of $23,000 and interest expense
of $9,000. Management fees decreased as a result of the Partnership having
reached a limitation during the first quarter of fiscal 1997 on the cumulative
amount of allowable management fees payable to the Adviser pursuant to the
Partnership's advisory contract. General and administrative expenses decreased
mainly due to a decrease in certain professional fees incurred when compared to
the prior year. Interest expense decreased as a result of a decrease in the
average interest rate paid during the current three-month period on the variable
rate mortgage loan secured by the Summerwind Apartments.
The Partnership's share of unconsolidated venture's loss, which represents
the operating results of the Woodchase joint venture, decreased mainly due to a
decrease in the venture's interest expense of $59,000. Interest expense
decreased due to the September 1995 refinancing of the venture's prior mortgage
debt, as discussed further above, which resulted in a lower interest rate and
lower debt service costs.
Six Months Ended September 30, 1996
The Partnership's net loss decreased by $189,000 for the six months ended
September 30, 1996, when compared to the same period in the prior year. This
decrease in the Partnership's net loss was the result of a decrease in the
Partnership's operating loss of $117,000 and a decrease in the Partnership's
share of unconsolidated venture's loss of $72,000. Operating loss decreased due
to an increase in revenues of $33,000 and a decrease in expenses of $84,000.
Revenues increased primarily due to an increase in rental revenue from the
consolidated Summerwind joint venture of $31,000. Rental revenue increased due
to an increase in average rental rates at the Summerwind Apartments. Expenses
decreased mainly due to decreases in management fee expense of $42,000, general
and administrative expenses of $31,000 and interest expense of $19,000.
Management fees decreased as a result of the Partnership having reached a
limitation during the first quarter of fiscal 1997 on the cumulative amount of
allowable management fees payable to the Adviser pursuant to the Partnership's
advisory contract. General and administrative expenses decreased mainly due to a
decrease in certain professional fees incurred when compared to the prior year.
Interest expense decreased as a result of a decrease in the average interest
rate paid during the current six-month period on the variable rate mortgage loan
secured by the Summerwind Apartments.
The Partnership's share of unconsolidated venture's loss, which represents
the operating results of the Woodchase joint venture, decreased mainly due to a
decrease in the venture's interest expense of $118,000. Interest expense
decreased due to the September 1995 refinancing of the venture's prior mortgage
debt, as discussed further above, which resulted in a lower interest rate and
lower debt service costs.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings
As discussed in prior quarterly and annual reports, in November 1994 a
series of purported class actions (the "New York Limited Partnership Actions")
were filed in the United States District Court for the Southern District of New
York concerning PaineWebber Incorporated's sale and sponsorship of various
limited partnership investments, including those offered by the Partnership. The
lawsuits were brought against PaineWebber Incorporated and Paine Webber Group
Inc. (together "PaineWebber"), among others, by allegedly dissatisfied
partnership investors. In March 1995, after the actions were consolidated under
the title In re PaineWebber Limited Partnership Litigation, the plaintiffs
amended their complaint to assert claims against a variety of other defendants,
including Third PW Growth Properties, Inc. and Properties Associates 1985, L.P.
("PA1985"), which are the General Partners of the Partnership and affiliates of
PaineWebber. On May 30, 1995, the court certified class action treatment of the
claims asserted in the litigation.
In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation in accordance with a
definitive settlement agreement and plan of allocation. On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been preliminarily approved by the court and provides for the complete
resolution of the class action litigation, including releases in favor of the
Partnership and the General Partners, and the allocation of the $125 million
settlement fund among investors in the various partnerships at issue in the
case. As part of the settlement, PaineWebber also agreed to provide class
members with certain financial guarantees relating to some of the partnerships.
The details of the settlement are described in a notice mailed directly to class
members at the direction of the court. A final hearing on the fairness of the
proposed settlement is scheduled to continue in November 1996.
With regard to the Abbate action described in the Annual Report on Form
10-K for the year ended March 31, 1996, in September 1996 the court dismissed
many of the plaintiffs' claims as barred by the applicable statutes of
limitations. The eventual outcome of this litigation and the potential impact,
if any, on the Partnership's unitholders remains undeterminable at the present
time.
The status of the other litigation involving the Partnership and its
General Partners remains unchanged from the description provided in the
Partnership's Annual Report on Form 10-K for the year ended March 31, 1996.
Under certain limited circumstances, pursuant to the Partnership Agreement
and other contractual obligations, PaineWebber affiliates could be entitled to
indemnification for expenses and liabilities in connection with the litigation
discussed above. However, PaineWebber has agreed not to seek indemnificaiton for
any amounts it is required to pay in connection with the settlement of the New
York Limited Partnership Actions.At the present time, the General Partners
cannot estimate the impact, if any, of the potential indemnification claims on
the Partnership's financial statements, taken as a whole. Accordingly, no
provision for any liability which could result from the eventual outcome of
these matters has been made in the accompanying financial statements of the
Partnership.
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.
<PAGE>
PAINEWEBBER GROWTH PARTNERS THREE 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.
PAINEWEBBER GROWTH PARTNERS THREE L.P.
By: THIRD PW GROWTH PROPERTIES, INC.
Managing General Partner
By: /s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: November 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's audited financial statements for the six months ended
September 30, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 853
<SECURITIES> 0
<RECEIVABLES> 2
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 855
<PP&E> 9,269
<DEPRECIATION> 3,472
<TOTAL-ASSETS> 6,918
<CURRENT-LIABILITIES> 786
<BONDS> 8,330
0
0
<COMMON> 0
<OTHER-SE> (3,463)
<TOTAL-LIABILITY-AND-EQUITY> 6,918
<SALES> 0
<TOTAL-REVENUES> 757
<CGS> 0
<TOTAL-COSTS> 573
<OTHER-EXPENSES> 39
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 269
<INCOME-PRETAX> (124)
<INCOME-TAX> 0
<INCOME-CONTINUING> (124)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (124)
<EPS-PRIMARY> (4.59)
<EPS-DILUTED> (4.59)
</TABLE>
