<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 1995
----------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 0-15700
------------------------------------
WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0202608
--------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
-------------------------------------------------------------------
(Address of principal executive offices)
(619) 746-2411
----------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 (_)
--- ---
1
<PAGE>
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II
-------
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURE
2
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
<TABLE>
<CAPTION>
September 30, 1995
----------------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,322,700
Buildings and improvements 6,183,700
Fixtures and equipment 70,100
------------------
7,576,500
Less accumulated depreciation (2,914,500)
------------------
4,662,000
Investments in joint ventures 2,613,800
Cash and cash equivalents 131,600
Deposit on property 50,000
Other assets 56,300
------------------
$ 7,513,700
==================
<CAPTION>
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
<S> <C>
Liabilities:
Accounts payable $ 22,500
Accrued liabilities 89,900
Tenant deposits and other liabilities 31,000
------------------
143,400
------------------
Partners' equity:
Limited partners 7,475,300
General partners (105,000)
------------------
7,370,300
------------------
$ 7,513,700
==================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
1995 1994
--------------- -----------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 280,400 $ 261,600
Equity in earnings of joint ventures 30,900 6,600
Interest 3,700 2,800
Other 6,900 11,900
-------------- --------------
321,900 282,900
-------------- --------------
COSTS AND EXPENSES
- ------------------
Property operating costs 222,600 185,800
Depreciation and amortization 74,400 81,500
General and administrative:
Related parties 15,700 18,100
Other 11,100 9,800
-------------- --------------
323,800 295,200
-------------- --------------
Operating loss (1,900) (12,300)
Gain on sale of property held for investment 400,000
-------------- --------------
Net (loss) income $ (1,900) $ 387,700
============== ==============
Net (loss) income - general partners $ (100) $ 3,900
============== ==============
Net (loss) income - limited partners $ (1,800) $ 383,800
============== ==============
Net (loss) income per limited partnership
unit $ (0.01) $ 1.91
============== ==============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
--------------------------------
1995 1994
---------------- ---------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 810,600 $ 782,900
Equity in earnings of joint ventures 69,500 30,800
Interest 11,800 5,600
Other 36,000 28,600
-------------- -------------
927,900 847,900
-------------- -------------
COSTS AND EXPENSES
- ------------------
Property operating costs 580,700 505,700
Depreciation and amortization 221,300 243,600
General and administrative:
Related parties 50,600 57,600
Other 40,700 35,000
-------------- -------------
893,300 841,900
-------------- -------------
Operating income 34,600 6,000
Gain on sale of property held for investment 400,000
-------------- -------------
Net income $ 34,600 $ 406,000
============== =============
Net income - general partners $ 300 $ 4,100
============== =============
Net income - limited partners $ 34,300 $ 401,900
============== =============
Net income per limited partnership unit $ 0.17 $ 2.00
============== =============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 34,600 $ 406,000
Adjustments to reconcile net income to net
cash
provided by operating activities:
Depreciation and amortization 221,300 243,600
Equity in earnings of joint ventures (69,500) (30,800)
Joint ventures' cash distributions 69,500 30,800
Loss (gain) on sale of property held for 500 (405,900)
investment
Changes in operating assets and
liabilities:
Other assets 18,200 86,500
Accounts payable (3,700) 7,500
Accrued liabilities 74,400 70,500
Tenant deposits and other liabilities 7,000 (4,300)
-------------- -------------
Net cash provided by operating activities 352,300 403,900
-------------- -------------
Cash flows from investing activities:
Increase in property held for investment (78,900) (29,000)
Investment in joint venture (207,600)
Deposit on property (50,000)
Proceeds from sale of property held for
investment 60,800 401,600
Joint ventures' cash distributions 110,900 85,200
-------------- -------------
Net cash (used in) provided by investing
activities (164,800) 457,800
-------------- -------------
Cash flows from financing activities:
Cash distributions (339,400) (409,100)
Repurchase of limited partnership units (19,700)
-------------- -------------
Net cash used in financing activities (359,100) (409,100)
-------------- -------------
Net (decrease) increase in cash and cash
equivalents (171,600) 452,600
Cash and cash equivalents at beginning of
period 303,200 251,500
-------------- -------------
Cash and cash equivalents at end of period $ 131,600 $ 704,100
============== =============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at September 30, 1995 and the related statements of operations
for the three and nine months ended September 30, 1995 and 1994 and the
statements of cash flows for the nine months ended September 30, 1995 and 1994
are unaudited. However, in the opinion of the General Partners, they contain
all adjustments, of a normal recurring nature, necessary for a fair presentation
of such financial statements. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Partnership's annual
financial statements and notes. Certain 1994 amounts have been reclassified to
conform with the 1995 presentation.
NOTE 2. INVESTMENTS IN JOINT VENTURES
-----------------------------
On September 15, 1995, the Partnership and Windsor Park Properties 3, an
affiliated limited partnership, obtained a $1,200,000 loan collateralized by the
Harmony Ranch manufactured home community, a jointly owned property. The loan
is payable in monthly interest only installments bearing interest at 90 day
LIBOR plus 2.95% (8.87% at September 30, 1995), and is due in September 2002.
The Partnership is contingently liable for the full amount of the loan.
On September 20, 1995, the Partnership purchased a 33% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the property were acquired by Windsor Park Properties 5 and Windsor
Park Properties 6, both California limited partnerships which have the same
General Partners as the Partnership. The Partnership's cost of its 33% interest
in the property was $957,600. In connection with the purchase, the Partnership,
Windsor Park Properties 5 and Windsor Park Properties 6 assumed a $3,737,100
loan, collateralized by the property. The loan is payable in monthly
installments and bears interest at 50% of 6 month LIBOR plus 6.26% until June
2003 (9.29% at September 30, 1995). Thereafter, the interest rate increases to
50% of 6 month LIBOR plus 7.26% until the note matures in July 2023. In a
separate agreement, the seller of the property will reimburse the Partnership
for any interest expense which, in total, exceeds 9.1% during the three year
period subsequent to the purchase.
The Partnership's investments in joint ventures consist of interests in three
manufactured home communities at September 30, 1995 and two manufactured home
communities at September 30, 1994. The combined condensed results of operations
of these properties (including the operations of Rancho Margate since its
purchase) for the nine months ended September 30, 1995 and 1994 follows:
7
<PAGE>
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Total revenues $ 718,100 610,300
---------- -----------
Expenses:
Property operating 380,500 360,400
Depreciation 203,500 191,500
Interest 25,300 16,400
---------- ----------
609,300 568,300
---------- ----------
Net income $ 108,800 $ 42,000
========== ==========
</TABLE>
NOTE 3. NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT
- -------------------------------------------------------
Net income (loss) per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the
period and the net income (loss) allocated to the Limited Partners. The
weighted average number of limited partnership units outstanding during the
three and nine months ended September 30, 1995 was 200,348 and 200,682,
respectively; and 201,000 for the three and nine months ended September 30,
1994.
NOTE 4. RELATED PARTY TRANSACTIONS
--------------------------
The General Partners of the Partnership are The Windsor Corporation, a
California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the
president, chief executive officer and the principal stockholder of The Windsor
Corporation.)
The General Partners and their affiliates are entitled to receive various fees
and compensation from the Partnership which are summarized as follows:
Operational Stage
- -----------------
The Partnership's investment properties were managed by Windsor Asset
Management, Inc. (WAMI), an affiliate of The Windsor Corporation, until November
1994. At that time, WAMI was merged into an independent property management
company. For management services, WAMI received 5 percent of gross property
receipts. During the three and nine months ended September 30, 1994, WAMI
received fees of $12,600 and $39,100, respectively. WAMI received no fees
during the three and nine months ended September 30, 1995.
The net profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99 percent to the Limited Partners and 1 percent
to the General Partners.
The Partnership reimburses The Windsor Corporation and affiliates for certain
direct expenses, and employee, executive and administrative time, which are
incurred on the Partnership's behalf. The Partnership was charged $17,900 and
$20,200 for such costs during the three months ended September 30, 1995 and
1994, respectively; and $57,400 and $64,900 during the nine months ended
September 30, 1995 and 1994, respectively.
8
<PAGE>
Liquidation Stage
- -----------------
The General Partners receive 1 percent of profits, losses and cash distributions
from the sale or financing of Partnership properties. This participation
increases to 15 percent after the Limited Partners have received their original
invested capital plus a 9% cumulative, non-compounded annual return.
During the three months ended September 30, 1995 and 1994, the General Partners
received cash distributions of $1,100 and $1,400, respectively; and $3,400 and
$4,100 for the nine months ended September 30, 1995 and 1994, respectively.
NOTE 5. DISTRIBUTIONS TO LIMITED PARTNERS
- ------------------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to limited partners for the nine months ended September 30, 1995 and 1994
follows:
<TABLE>
<CAPTION>
1995 1994
--------------------- --------------------
Per Per
Amount Unit Amount Unit
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net income
- limited partners $ 34,300 $ 0.17 $ 401,900 $ 2.00
Return of capital 301,700 1.50 3,100 0.01
------------ ------ --------- ------
$ 336,000 $ 1.67 $ 405,000 $ 2.01
============ ====== ========= ======
</TABLE>
NOTE 6. SUBSEQUENT EVENTS
-----------------
On October 9, 1995, the Partnership obtained a $1,745,000 loan collateralized by
the Sunset Vista and Sunrise Village manufactured home communities. The loan
provides for an initial draw of $1,400,000, and a $345,000 earnout may be
requested prior to July 1996, should the Partnership's investment properties
meet certain net operating income levels. The loan is payable in monthly
interest only installments bearing interest at 90 day LIBOR plus 2.95%, and is
due in October 2002.
On October 11, 1995, the Partnership purchased a 33% interest in the Winter
Haven manufactured home community located in Winter Haven, Florida. The
remaining interests in the property were acquired by Windsor Park Properties 5
and Windsor Park Properties 6, both California limited partnership which have
the same General Partners as the Partnership. The Partnership's cost of its 33%
interest in the property was approximately $636,100. In connection with the
purchase, the Partnership, Windsor Park Properties 5 and Windsor Park Properties
6 assumed a $1,641,600 loan, collateralized by the property. The loan is
payable in monthly installments and bears interest at 50% of 6 month LIBOR plus
6.26% until June 2003. Thereafter, the interest rate increases to 50% of 6
month LIBOR plus 7.26% until the note matures in June 2023. In a separate
agreement, the seller of the property will reimburse the Partnership for any
interest expense which, in total, exceeds 9.1% during the three year period
subsequent to the purchase.
9
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Changes in Financial Condition
- ------------------------------
September 30, 1995 as compared to December 31, 1994
- ---------------------------------------------------
The Partnership's primary sources of cash during the nine months ended September
30, 1995 were from the operations of its investment properties and joint venture
cash distributions. The primary uses of cash during the same period were for
the purchase of an interest in an investment property and cash distributions to
partners.
On September 15, 1995, the Partnership and Windsor Park Properties 3, an
affiliated limited partnership, obtained a $1,200,000 loan collateralized by the
Harmony Ranch manufactured home community, a jointly owned property. The loan
is payable in monthly interest only installments bearing interest at 90 day
LIBOR plus 2.95%, and is due in September 2002.
On September 20, 1995, the Partnership purchased a 33% interest in the Rancho
Margate manufactured home community located in Margate,Florida. The remaining
interests in the property were acquired by Windsor Park Properties 5 and Windsor
Park Properties 6, both California limited partnerships which have the same
General Partners as the Partnership. The Partnership's cost of its 33% interest
in the property was $957,600. In connection with the purchase, the Partnership,
Windsor Park Properties 5 and Windsor Park Properties 6 assumed a $3,737,100
loan, collateralized by the property. The loan is payable in monthly
installments and bears interest at 50% of 6 month LIBOR plus 6.26% until June
2003. Thereafter, the interest rate increases to 50% of 6 month LIBOR plus
7.26% until the note matures in July 2023. In a separate agreement, the seller
of the property will reimburse the Partnership for any interest expense which,
in total, exceeds 9.1% during the three year period subsequent to the purchase.
The seller has escrowed $87,000 to satisfy this potential obligation.
On October 9, 1995, the Partnership obtained a $1,745,000 loan, collateralized
by the Sunset Vista and Sunrise Village manufactured home communities. The loan
provides for an initial draw of $1,400,000 and a $345,000 earnout may be
requested prior to July 1996, should the Partnership's investment properties
meet certain net operating income levels. The loan is payable in monthly
interest only bearing interest at 90 day LIBOR plus 2.95% and is due in October
2002.
On October 11, 1995, the Partnership purchased a 33% interest in the Winter
Haven manufactured home community located in Winter Haven, Florida. The
remaining interests in the property were acquired by Windsor Park Properties 5
and Windsor Park Properties 6, both California limited partnerships which have
the same General Partners as the Partnership. The Partnership's cost of its 33%
interest in the property was $636,100. In connection with the purchase, the
Partnership, Windsor Park Properties 5 and Windsor Park Properties 6 assumed a
$1,641,600 loan, collateralized by the property. The loan is payable in monthly
installments and bears interest at 50% of 6 month LIBOR plus 6.26% until June
2003. Thereafter, the interest rate increases to 50% of 6 month LIBOR plus
7.26% until the note matures in June 2023. In a separate agreement, the seller
of the property will reimburse the Partnership for any interest expense which,
in total, exceeds 9.1% during the three year period subsequent to the purchase.
The seller has escrowed $20,000 to satisfy this potential obligation.
10
<PAGE>
The General Partners currently anticipate purchasing an interest in one
additional investment property early in 1996.
The future sources of cash for the Partnership will be provided from property
operations and cash reserves. The future uses of cash will be for Partnership
administration, capital expenditures, an investment property acquisition, debt
service and distributions to partners. The General Partners believe that the
future sources of cash are sufficient to meet the working capital requirements
of the Partnership for the foreseeable future.
Results of Operations
- ---------------------
Three months ended September 30, 1995 as compared to three months ended
- -----------------------------------------------------------------------
September 30, 1994
- ------------------
The Partnership incurred a net loss of $1,900 ($0.01 per limited partnership
unit) for the three months ended September 30, 1995 and realized net income of
$387,700 ($1.91 per limited partnership unit) for the three months ended
September 30, 1994.
The decrease in net income in 1995 is due mainly to a $400,000 gain on sale of
investment property recognized in September 1994. This gain on sale had been
deferred since the sale of the Riverview property in August 1993 and related to
sales proceeds withheld pending the correction of a technical title defect at
the property. In September 1994, upon the correction of the defect and the
receipt of the sales proceeds, the Partnership recognized the gain.
Rent and utilities revenues increased from $261,600 in 1994 to $280,400 in 1995.
The overall occupancy of the Partnership's two wholly-owned properties increased
from 65% at September 30, 1994 to 78% at September 30, 1995, due mainly to a
significant increase in occupancy at Sunset Vista in Magna, Utah. Sunset Vista
increased occupancy from 51% at September 30, 1994 to 100% at September 30, 1995
due to a strong local economy.
Equity in earnings of joint ventures, which reflects the Partnership's share of
the net income of the Big Country Estates, Harmony Ranch and Rancho Margate
manufactured home communities, was $30,900 and $6,600 for the three months ended
September 30, 1995 and 1994, respectively. These results are not directly
comparable as the interest in Rancho Margate was purchased in September 1995.
The increase in 1995 is due primarily to the purchase of Rancho Margate as well
as an overall occupancy increase at Big Country and Harmony Ranch. Big Country
and Harmony Ranch increased occupancy from 84% at September 30, 1994 to 89% at
September 30, 1995. In addition, Harmony Ranch implemented an $8 per month rent
raise effective October 1994.
Depreciation and amortization expense decreased from $81,500 in 1994 to $74,400
in 1995. The decrease is due mainly to a $1,000,000 provision for estimated
loss in value of the Sunrise Village manufactured home community recorded in
December 1994. A portion of the provision was allocated to the depreciable
basis of the property, thereby reducing future depreciation expense.
Nine months ended September 30, 1995 as compared to nine months ended September
- -------------------------------------------------------------------------------
30, 1994
- --------
The Partnership realized net income of $34,600 and $406,000 for the nine months
ended September 30, 1995 and 1994, respectively. Net income per limited
partnership unit was $0.17 in 1995 and $2.00 in 1994. The decrease in net
income in 1995 is mainly attributable to the $400,000 gain on sale recognized in
1994, as discussed previously.
Rent and utilities revenues increased from $782,900 in 1994 to $810,600 in 1995
due to occupancy level increases discussed previously.
11
<PAGE>
Equity in earnings of joint ventures, which reflects the Partnership's share of
the net income of the Big County Estates, Harmony Ranch, and Rancho Margate
manufactured home communities, was $69,500 and $30,800 for the nine months ended
September 30, 1995 and 1994, respectively. The reasons for the increase were
discussed previously.
Property operating expenses increased from $505,700 in 1994 to $580,700 in 1995
due to higher wage, utilities, and repairs and maintenance expenses.
Depreciation and amortization expense decreased from $243,600 in 1994 to
$221,300 in 1995 due to the $1,000,000 provision for estimated loss in value
recorded in December 1994, as discussed previously.
12
<PAGE>
PART II
-------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
1) A Form 8-K (dated October 2, 1995) was filed with regards to the
Partnership's acquisition of a 33% interest in the Rancho Margate
manufactured home community located in Margate, Florida.
The item reported in this current report was Item 2 (acquisition
or disposition of assets).
2) A Form 8-K/A (dated October 25, 1995) was filed with regards to
the Partnership's acquisitions of 33% interests in both the
Rancho Margate and Winter Haven manufactured home communities
located in Margate, Florida and Winter Haven, Florida,
respectively.
The items reported in this current report were Item 2
(acquisition or disposition of assets) and Item 7 (financial
statements, proforma financial information and exhibits).
A summary of the financial information included in the report
follows:
a) Financial Statements and Proforma Financial Information of
Rancho Margate Manufactured Home Community.
b) Financial Statements and Proforma Financial Information of
Winter Haven Manufactured Home Community.
c) Proforma Financial Information of Windsor Park Properties 4.
13
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WINDSOR PARK PROPERTIES 4,
A California Limited Partnership
---------------------------------
(Registrant)
By: The Windsor Corporation, General Partner
By /s/John A. Coseo, Jr.
--------------------------------------------------
JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: November 6, 1995
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 4 AT SEPTEMBER 30, 1995 AND THE RELATED
STATEMENTS OF OPERATIONS AND OF CASH FLOWS FOR THE NINE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 131,600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,576,500
<DEPRECIATION> 2,914,500
<TOTAL-ASSETS> 7,513,700
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,370,300<F1>
<TOTAL-LIABILITY-AND-EQUITY> 7,513,700
<SALES> 0
<TOTAL-REVENUES> 927,900
<CGS> 0
<TOTAL-COSTS> 580,700
<OTHER-EXPENSES> 312,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 34,600
<INCOME-TAX> 0
<INCOME-CONTINUING> 34,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,600
<EPS-PRIMARY> 0.17<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited and general partners equity.
<F2>Net income per limited partnership unit.
</FN>
</TABLE>
