FORM 10-KSB.-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1994 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-16877
FOX STRATEGIC HOUSING INCOME PARTNERS
(Name of small business issuer in its charter)
California 94-3016373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza,
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $ 3,281,000
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. Market value information for Registrant's Partnership Interests is not
available. Should a trading market develop for these Interests, it is the
Managing General Partner's belief that the aggregate market value of the voting
partnership interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Fox Strategic Housing Income Partners (the "Partnership or "Registrant") is a
publicly-held limited partnership organized in June 1984, under the Uniform
Limited Partnership Act of the California Corporations Code. Fox Partners VIII,
a California general partnership, is the general partner of the Partnership.
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California corporation and Fox Realty Investors ("FRI") are the general partners
of Fox Partners VIII.
The Partnership, through its public offering of Limited Partnership Units, sold
26,111 units aggregating $26,111,000. The Partnership was formed for the
purpose of acquiring fee and other forms of equity interests in various types of
real property. The Partnership currently owns two apartment complexes. The
Managing General Partner of the Partnership intends to maximize the operating
results and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors. Such
results may best be achieved through property sales, refinancings, debt
restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP"), an affiliate of the Managing General Partner,
provides property management services to each of the Partnership's investment
properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
also with hundreds of similar apartment properties throughout the urban area,
some of which may be owned or operated by affiliates of the Managing General
Partner. Such competition is primarily on the basis of location, rents,
services and amenities. In addition, the Partnership competes with significant
numbers of individuals and organizations (including similar partnerships, real
estate investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc.
("NPI Equity"), the managing partner of FRI and National Property Investors,
Inc. ("NPI"), which was the sole shareholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust, an affiliate of Insignia. In connection with these transactions,
affiliates of Insignia appointed new officers and directors of NPI, NPI Equity
and FCMC. See "Item 9. Directors, Executive officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act."
During the fourth quarter of 1997 Insignia Properties L.P. ("IPLP"), an
affiliate of Insignia, acquired 3,919 Units of limited partnership interest in
the Partnership (representing approximately 16% of the total outstanding units)
pursuant to its August 28, 1997 tender offer. Pursuant to its Schedule 13D
filed with the Securities and Exchange Commission, IPLP holds a total of 4,070
units in the Partnership (representing approximately 15.59% of the total
outstanding units). As a result of its ownership of these units, IPLP could be
in a position to influence all voting decisions with respect to the Partnership.
Under the Partnership Agreement, unitholders holding a majority of the units are
entitled to take certain action with respect to a variety of matters. When
voting on such matters, IPLP would, in all likelihood, vote its units in a
manner favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. See "Item 6. Management's
Discussion and Analysis or Plan of Operation" for additional information with
respect to this tender offer.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Barrington Place Apartments 7/89 Fee ownership, subject Residential rental
Westlake, Ohio to a first mortgage 164 units
Wood View Apartments 9/87 Fee ownership, subject Residential rental
Atlanta, Georgia to a first mortgage 180 units
SCHEDULE OF PROPERTIES (IN THOUSANDS):
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Barrington Place $ 11,407 $ 3,554 5-30 yrs. S/L $ 7,758
Wood View Apartments 9,957 2,862 5-30 yrs. S/L 6,875
Total $ 21,364 $ 6,416 $ 14,633
See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES (IN THOUSANDS):
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Barrington Place $ 4,056 10.9% (a) 8/1/98 $ 4,510
Wood View 3,780 10.9% (a) 8/1/98 4,203
Total $ 7,836
(a)Each property is cross-collateralized by a first mortgage which secures the
entire amount of the loan. The mortgage is a zero coupon mortgage with
payments due on the then outstanding original principal amount of the loan as
follows: 30 percent in August 1997, with the remaining principal balance
plus all accrued and unpaid interest due in August 1998.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Barrington Place $ 9,409/unit $ 9,104/unit 93% 96%
Wood View 8,919/unit 8,673/unit 93% 94%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. Both of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Managing General Partner believes that both of the properties are adequately
insured. No individual tenant leases 10% or more of the available rental space
of the respective properties.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands)
1997 1997
Billing Rate
Barrington Place $ 163 5.44%
Wood View 108 3.25%
ITEM 3. LEGAL PROCEEDINGS
In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
affiliates of Insignia Financial Group, Inc. ("Insignia") act as general
partner. On September 5, 1997, a partnership claiming to be a holder of limited
partnership units in one of the Tender Partnerships, filed a complaint with
respect to a putative class action in the Court of Chancery in the State of
Delaware in and for New Castle County (the "City Partnerships complaint")
challenging the actions of the defendants (including Insignia and certain
Insignia affiliates) in connection with the tender offers. Neither the
Partnership nor the Managing General Partner were named as defendants in the
action. The City Partnerships complaint alleges that, among other things, the
defendants have intentionally mismanaged the Tender Partnerships and coerced the
limited partners into selling their units pursuant to the tender offers for
substantially lower prices than the units are worth. The plaintiffs also allege
that the defendants breached an alleged duty to provide an independent analysis
of the fair market value of the limited partnership units, failed to appoint a
disinterested committee to review the tender offer and did not adequately
consider other alternatives available to the limited partners.
On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Kline
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control over the Tender Partnerships
at substantially lower prices than the units are worth. On September 24, 1997,
the court denied the plaintiffs' application for a temporary restraining order
and their request for preliminary injunctive relief preventing the completion of
the tender offers.
On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Heller
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control of the Tender Partnerships
at substantially lower prices than the units are worth. The Plaintiffs also
allege that the defendants breached an alleged duty to retain an independent
advisor to consider alternatives to the tender offers.
The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and has been advised
that the Plaintiffs in each such action intend to discontinue their actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 26,111 Limited
Partnership Units aggregating $26,111,000. As of January 1, 1998 the
Partnership had 26,111 units outstanding held by 1,315 Limited Partners of
record. There is no intention to sell additional Limited Partnership Units nor
is there an established market for these Units.
No distributions were made or declared in 1997 or 1996. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales, refinancings, and the availability of cash reserves. Cash
distributions are expected to remain suspended as a result of the pending debt
maturity in August 1998, as discussed in "Item 6."
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1997, was
approximately $106,000 versus a net loss of approximately $281,000 for the year
ended December 31, 1996. The increase in net income is attributable to
increased rental revenue and decreases in operating and general and
administrative expenses. The increase in rental revenue is due to an increase
in rental rates at the Partnership properties, which more than offset the slight
decreases in occupancy at the properties. Included in operating expenses for
the year ended December 31, 1997 is approximately $49,000 of major repairs and
maintenance comprised primarily of major landscaping. Included in operating
expenses for the year ended December 31, 1996 is approximately $213,000 of major
repairs and maintenance comprised primarily of an exterior painting project of
$122,000 at Wood View. Also contributing to the decrease in operating expenses
were savings in personnel costs at Wood View due to job sharing. In addition to
the decrease in operating expenses was a decrease in general and administrative
expenses due to a reduction in expense reimbursements paid to affiliates of the
Managing General Partners. This decrease is directly related to the costs
incurred in connection with the transition and relocation of the administration
offices during 1996. Increased other income also contributed to the increased
net income for the year, primarily due to increased interest income. Interest
income increased due to higher average cash balances for the year ended December
31, 1997, compared to the corresponding period in 1996.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
increases in expense. As part of this plan, the Managing General Partner
attempts to protect the Partnership from the burden of inflation-related
increases in expenses by increasing rents and maintaining a high overall
occupancy level. However, due to changing market conditions, which can result
in the use of rental concessions and rental reductions to offset softening
market conditions, there is no guarantee that the Managing General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $4,968,000 as compared to approximately $4,315,000 at December 31,
1996. The net increase in cash and cash equivalents for the years ended
December 31, 1997 and 1996 is $653,000 and $2,906,000, respectively. Net cash
provided by operating activities increased primarily due to the increase in
revenues and the decrease in operating, and general and administrative expenses
discussed above. The decrease in cash provided by investing activities is the
result of proceeds from a maturing investment in 1996. The increase in cash
used in financing activities is due to the increase in mortgage payments
required in 1997 compared to 1996.
The Partnership has no material capital programs scheduled to be performed in
1998, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
The Partnership's properties are cross-collateralized by a zero coupon first
mortgage which secures the entire amount of the note payable. Interest accrues
on the amount borrowed at a contract rate of 10.9 percent per annum, with the
interest accrued added to principal each January and July. As of December 31,
1997, approximately $5,646,000 in accrued interest has been added to the
principal of this note. The Partnership was required to repay a specified
percentage of the then outstanding original principal amount of the loan as
follows: 20 percent in August 1995, 20 percent in August 1996, and 30 percent
in August 1997. In addition, provided that the Partnership generated income in
an amount as defined in the note agreement, it was required to repay a specified
percentage of the then outstanding accrued interest added to principal as
follows: 20 percent in August 1995, 20 percent in August 1996, and 30 percent
in August 1997. The remaining principal balance plus all accrued and unpaid
interest is due in August 1998. In August 1995, the Partnership paid
approximately $1,947,000 (which included $970,000 of accrued interest added to
principal). In August 1996, the Partnership paid $782,000, which is 20 percent
of the then outstanding original principal balance (no additional payment of
accrued interest was required). In August 1997, the Partnership paid
approximately $938,000, which is 30 percent of the then outstanding original
principal balance (no additional payment of accrued interest was required),
resulting in principal plus accrued interest due in August 1998 of approximately
$8,713,000.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness and accrued interest mature August 1, 1998, at which time
a balance of approximately $8,713,000 will be due. Since the properties are
generating sufficient cash flow it is expected that the properties will be
refinanced. If the properties can not be refinanced or the existing debt
restructured, it is anticipated that they will be sold. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales, refinancings, and the availability of cash reserves. In
addition, distributions may be limited by the debt repayments discussed above.
No cash distributions were paid during the year ended December 31, 1997 or 1996.
Cash distributions are expected to remain suspended as a result of the pending
debt maturity which is discussed above.
On August 28, 1997, IPLP commenced tender offers for limited partnership
interests in six real estate limited partnerships (including the Partnership) in
which various Insignia affiliates act as general partner. The Purchaser offered
to purchase up to 11,750 of the outstanding units of limited partnership
interest in the Partnership at $260.00 per Unit, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
August 28, 1997 (the "Offer to Purchase") and the related Assignment of
Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to
the Tender Offer Statement on Schedule 14D-1 originally filed with the
Securities and Exchange Commission on August 28, 1997. Because of the existing
and potential future conflicts of interest (described in the Partnership's
Statements on Schedule 14D-9 filed with the Securities and Exchange Commission),
neither the Partnership nor the General Partner expressed any opinion as to the
Offer to Purchase and made no recommendation as to whether unit holders should
tender their units in response to the Offer to Purchase. In addition, because of
these conflicts of interest, including, as a result of the Purchaser's
affiliation with various Insignia affiliates that provide property management
services to the Partnership's properties, the manner in which the Purchaser
votes its limited partner interest in the Partnership may not always be
consistent with the best interests of other limited partners. As a result of
the tender offer, Insignia Properties L.P. purchased 3,919 of the outstanding
limited partner units of the Partnership. See "Item 1. Description of
Business."
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter ("the Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
FOX STRATEGIC HOUSING INCOME PARTNERS
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997
and 1996
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997
and 1996
Notes to Consolidated Financial Statements
Independent Auditors' Report
To the Partners
Fox Strategic Housing Income Partners
a California Limited Partnership
Greenville, South Carolina
We have audited the accompanying consolidated balance sheet of Fox Strategic
Housing Income Partners, a California Limited Partnership (the "Partnership"),
and its subsidiary, as of December 31, 1997, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for each of the two years in the period ended December 31, 1997. These
consolidated financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Fox
Strategic Housing Income Partners, a California Limited Partnership, and its
subsidiary, as of December 31, 1997, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
January 26, 1998
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 4,968
Receivables and deposits 106
Other assets 34
Investment properties:
Land $ 3,119
Buildings and related personal property 18,245
21,364
Less accumulated depreciation (6,416) 14,948
$20,056
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 40
Tenant security deposit liabilities 49
Accrued property taxes 171
Accrued interest 356
Other liabilities 50
Mortgage notes payable 7,836
Partners' Capital (Deficit)
General partner's $ (207)
Limited partners' (26,111 units issued and outstanding) 11,761 11,554
$20,056
See Accompanying Notes to Consolidated Financial Statements
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 2,922 $ 2,875
Other income 359 323
Total revenues 3,281 3,198
Expenses:
Operating 1,097 1,349
General and administrative 233 316
Interest 921 922
Depreciation 626 607
Property taxes 298 285
Total expenses 3,175 3,479
Net income (loss) $ 106 $ (281)
Net income (loss) allocated to general partner $ 21 $ (47)
Net income (loss) allocated to limited partners 85 (234)
$ 106 $ (281)
Net income (loss) per limited partnership unit $ 3.26 $ (8.96)
See Accompanying Notes to Consolidated Financial Statements
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 26,111 $ -- $ 26,111 $ 26,111
Partners' (deficit) capital at
December 31, 1995 26,111 $ (181) $ 11,910 $ 11,729
Net loss for the year
ended December 31, 1996 (47) (234) (281)
Partners' (deficit) capital
at December 31, 1996 26,111 (228) 11,676 11,448
Net income for the year ended
December 31, 1997 21 85 106
Partners' (deficit) capital
at December 31, 1997 26,111 $ (207) $ 11,761 $ 11,554
See Accompanying Notes to Consolidated Financial Statements
FOX STRATEGIC HOUSING INCOME PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 106 $ (281)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 626 607
Amortization of loan costs 40 35
Interest added to note payable principal 525 530
Change in accounts:
Receivables and deposits 100 (188)
Other assets (7) 22
Accounts payable 11 24
Tenant security deposit liabilities (19) (2)
Accrued property taxes 11 87
Accrued interest payable 356 358
Other liabilities 5 37
Net cash provided by operating activities 1,754 1,229
Cash flows from investing activities:
Property improvements and replacements (163) (171)
Proceeds from cash investments -- 2,630
Net cash (used in) provided by
investing activities (163) 2,459
Cash flows from financing activities:
Repayment of mortgage note payable principal (938) (782)
Net cash used in financing activities (938) (782)
Net increase in cash and cash equivalents 653 2,906
Cash and cash equivalents at beginning of period 4,315 1,409
Cash and cash equivalents at end of period $ 4,968 $ 4,315
Supplemental disclosure of noncash investing and
financing activities:
Beginning accrued interest added to note
payable principal $ 358 $ 355
See Accompanying Notes to Consolidated Financial Statements
FOX STRATEGIC HOUSING INCOME PARTNERS
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Fox Strategic Housing Income Partners (the "Partnership") is a
limited partnership organized under the laws of the State of California to
acquire, manage and ultimately sell income-producing properties. The
Partnership currently owns two apartment buildings located in Atlanta, Georgia,
and Westlake, Ohio. Fox Partners VIII, a California general partnership, is the
general partner. The general partners of Fox Partners VIII are Fox Capital
Management Corporation ("FCMC" or the "Managing General Partner"), a California
corporation, and Fox Realty Investors ("FRI"), a California general partnership.
The Partnership was organized in 1984 and commenced operations in 1987. The
capital contributions of $26,111,000 ($1,000 per unit) were made by the limited
partners including one limited partnership unit purchased by an affiliate of
FCMC.
Consolidation: The consolidated financial statements include the statements of
the Partnership and a wholly-owned subsidiary. All significant intercompany
transactions and balances have been eliminated.
Allocations to Partners: Net income, net loss, and distributions of cash of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the partnership agreement.
Fair Value of Financial Instruments: "Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments", as amended by "SFAS No. 119, Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity and considering the significant prepayment penalties
associated with the debt, approximates its carrying balance.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with "SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", the Partnership records impairment losses on long-
lived assets used in operations when events and circumstances indicate that the
assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amounts of those assets.
Income Tax: No provision has been made in the financial statements for Federal
income taxes because, under current law, no Federal income taxes are paid
directly by the Partnership. The unit holders are responsible for their
respective shares of Partnership net income or loss. The Partnership reports
certain transactions differently for tax than for financial statement purposes.
Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives ranging from fifteen to thirty years for buildings and
improvements and five to seven years for furnishings.
Cash and Cash Equivalents: Includes cash on hand and in banks, certificates of
deposit, and money market funds with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases.
Deferred Financing Costs: Financing costs relating to the zero coupon mortgage
are deferred and amortized, as interest expense, over the ten year life of the
mortgage and included in other assets. At December 31, 1997, accumulated
amortization of deferred financing costs totaled $340,000.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged the space and is current on its
rental payments.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $40,000
and $44,000 for the years ended December 31, 1997 and 1996, respectively.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications: Certain reclassifications have been made to the 1996
balances to conform to the 1997 presentation.
NOTE B - MORTGAGE NOTE PAYABLE
The principle terms of the mortgage note payable are as follows (in thousands):
Principal Principal
Balance At Balance
December 31, Interest Maturity Due At
Property 1997 Rate Date Maturity
Barrington Place $ 4,056 10.9% 8/1/98 $ 4,510
Wood View 3,780 10.9% 8/1/98 4,203
Total $ 7,836
Each of the Partnership's properties is cross-collateralized by a zero coupon
first mortgage which secures the entire amount of the note payable. Interest
accrues on the amount borrowed at a contract rate of 10.9 percent per annum,
with the accrued interest added to principal each January and July. As of
December 31, 1997, approximately $5,646,000 in accrued interest has been added
to the principal of this note. The Partnership was required to repay a
specified percentage of the then outstanding original principal amount of the
loan as follows: 20 percent in August 1995, 20 percent in August 1996, and 30
percent in August 1997. In addition, provided that the Partnership generated
income in an amount as defined in the note agreement, it was required to repay a
specified percentage of the then outstanding accrued interest added to principal
as follows: 20 percent in August 1995, 20 percent in August 1996, and 30
percent in August 1997. The remaining principal balance plus all accrued and
unpaid interest is due in August 1998. In August 1995, the Partnership paid
approximately $1,947,000 (which included $970,000 of accrued interest added to
principal). In August 1996, the Partnership paid $782,000, which is 20 percent
of the then outstanding original principal balance (no additional payment of
accrued interest was required). In August 1997, the Partnership paid
approximately $938,000, which is 30 percent of the then outstanding original
principal balance (no additional payment of accrued interest was required),
resulting in principal plus accrued interest due in August 1998 of approximately
$8,713,000. As the properties generate sufficient cash flow it is expected that
the properties will be refinanced. If the properties can not be refinanced or
the existing debt restructured, it is anticipated that they will be sold.
Amortization of deferred financing costs totaled approximately $40,000 and
$35,000 for the years ended December 31, 1997 and 1996, respectively.
NOTE C - INCOME TAXES
The Partnership files its tax return on an accrual basis and has computed
depreciation for tax purposes using accelerated methods, which are not in
accordance with generally accepted accounting principles. A reconciliation of
the net income (loss) per the consolidated financial statements to the net
taxable income (loss) to partners is as follows (in thousands, except unit
data):
1997 1996
Net income (loss) as reported $ 106 $ (281)
Add (deduct):
Depreciation differences (52) (89)
Other 2 7
Federal taxable income (loss) $ 56 $ (363)
Federal taxable income (loss)
per limited partnership unit $ 2 $ (14)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
Net assets as reported $11,554
Organization expenses 11
Capital account adjustment 1,030
Payments credited to rental property 143
Depreciation (462)
Gain on sale of property (271)
Other taxes expenses (12)
Other 22
Net assets - Federal tax basis $12,015
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of Insignia, FCMC, and affiliates of
FCMC were incurred in 1997 and 1996 (in thousands):
For the Years Ended
December 31,
1997 1996
Property management fees (included in operating
expenses) $153 $150
Reimbursement for services of affiliates (included
in general and administrative, operating expenses
and investment properties) (1) 74 161
(1)Included in "Reimbursements for services of affiliates" for 1997 and 1996 is
approximately $2,000 and $3,000, respectively, in reimbursements for
construction oversight costs.
For the period of January 19, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The current agent assumed the financial obligations to the affiliate of
the Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations is not significant.
In accordance with the Partnership Agreement, the Partnership's net loss in 1996
was allocated 100% to the General Partner until the cumulative loss allocated
equaled cumulative income allocated to the General Partner subsequent to
December 31, 1991. This level was reached in 1996; thereafter, the net loss is
allocated 100% to the limited partners until their capital accounts are zero.
For 1997, the Partnership's net income is allocated 20% to the General Partner
until cumulative income is equal to 2.0408 percent of the total Original
Invested Capital. In addition, two percent of cash distributions are allocated
to the General Partner.
In accordance with the Partnership Agreement, as the Partnership has completed
the acquisition phase, the obligation to pay certain partnership management fees
is subordinate to the Partnership's obligation to pay certain returns to the
limited partners. At December 31, 1997, $492,000 of Partnership management fees
have been subordinated to an 8% annualized return to the limited partners. It
is unlikely that these fees will ever be due. Accordingly, the subordinated
management fee has not been recorded as a liability. Upon sale of all properties
and termination of the Partnership the general partners may be required to
contribute certain funds to the Partnership in accordance with the Partnership
Agreement.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC and NPI Equity Investments II,
Inc. ("NPI Equity"), the managing partner of FRI. In connection with these
transactions, affiliates of Insignia appointed new officers and directors of NPI
Equity and FCMC.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Barrington Place $ 4,056 $ 1,152 $ 10,180 $ 75
Wood View Apartments 3,780 1,981 7,366 610
Totals $ 7,836 $ 3,133 $ 17,546 $ 685
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Year Of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Barrington Place $1,138 $10,269 $11,407 $3,554 1989 07/89 5-30
Wood View 1,981 7,976 9,957 2,862 1982 09/87 5-30
Totals $3,119 $18,245 $21,364 $6,416
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 21,201 $ 21,030
Property improvements 163 171
Balance at end of year $ 21,364 $ 21,201
Years Ended December 31,
1997 1996
Accumulated Depreciation
Balance at beginning of year $ 5,790 $ 5,183
Additions charged to expense 626 607
Balance at end of year $ 6,416 $ 5,790
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $21,513,000 and approximately
$21,350,000, respectively. The accumulated depreciation taken for Federal
income tax purposes at December 31, 1997 and 1996, is approximately $6,880,000
and approximately $6,202,000, respectively.
NOTE F - TENDER OFFER AND LEGAL PROCEEDINGS
On August 28, 1997, IPLP commenced tender offers for limited partnership
interests in six real estate limited partnerships (including the Partnership) in
which various Insignia affiliates act as general partner. The Purchaser offered
to purchase up to 11,750 of the outstanding units of limited partnership
interest in the Partnership at $260.00 per Unit, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
August 28, 1997 (the "Offer to Purchase") and the related Assignment of
Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to
the Tender Offer Statement on Schedule 14D-1 originally filed with the
Securities and Exchange Commission on August 28, 1997. Because of the existing
and potential future conflicts of interest (described in the Partnership's
Statements on Schedule 14D-9 filed with the Securities and Exchange Commission),
neither the Partnership nor the General Partner expressed any opinion as to the
Offer to Purchase and made no recommendation as to whether unit holders should
tender their units in response to the Offer to Purchase. In addition, because of
these conflicts of interest, including, as a result of the Purchaser's
affiliation with various Insignia affiliates that provide property management
services to the Partnership's properties, the manner in which the Purchaser
votes its limited partner interest in the Partnership may not always be
consistent with the best interests of other limited partners. As a result of
the tender offer, Insignia Properties L.P. purchased 3,919 of the outstanding
limited partner units of the Partnership.
Pursuant to its Schedule 13D filed with the Securities and Exchange Commission,
IPLP holds a total of 4,070 units in the Partnership (representing approximately
15.59% of the total outstanding units). As a result of its ownership of these
units, IPLP could be in a position to influence all voting decisions with
respect to the Partnership. Under the Partnership Agreement, unitholders holding
a majority of the units are entitled to take certain action with respect to a
variety of matters. When voting on such matters, IPLP would, in all likelihood,
vote its units in a manner favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.
In September 1997, the Partnership along with the General Partner, Insignia, and
certain Insignia affiliates, was named as a defendant in three separate actions
regarding alleged mismanagement of the Partnership and coercion of the limited
partners into selling their units pursuant to the tender offers for
substantially lower prices than the units are worth. The Managing General
Partner believes that these allegations are without merit and has been informed
that the plaintiffs in each of these actions intend to discontinue the action.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of Fox Capital Management Corporation ("FCMC"
or the "Managing General Partner") are set forth below. There are no family
relationships between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of FCMC since June 1996.
He has acted as Senior Vice President of Insignia Properties Trust ("IPT"),
parent of the Managing General Partner, since May 1997. Mr. Jarrard previously
acted as Managing Director-Partnership Administration of Insignia from January
1991 through September 1997, and served as Managing Director-Partnership
Administration and Asset Management of Insignia from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of FCMC since June 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Insignia's Chief Operating Officer. He has also served as Insignia's
Secretary from January 1992 to June 1996 and as Chief Financial Officer from
January 1992 to August 1996.
Martha L. Long has been Controller of FCMC since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior
Vice President - Finance in January 1997. Prior to that time, she was Senior
Vice President and Controller of the First Savings Bank in Greenville, South
Carolina.
Robert D. Long, Jr. has been Vice President of FCMC since January 2, 1998. Mr.
Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia, in September 1993. Since 1994 he has acted as Vice President and
Chief Accounting officer of the MAE subsidiaries. Mr. Long was an accountant
for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of FCMC since January 29,
1998 and Insignia's Assistant Secretary since April 30, 1997. Since July 1996
he has also served as Insignia's Associate General Counsel. From September 1992
until June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird
LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of FCMC since June 1996 and
Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of December 31, 1997, no person was known by
the Registrant to own of record or beneficially more than five percent of
the Limited Partnership Units of the Registrant:
NUMBER OF PERCENT
NAME AND ADDRESS UNITS OF TOTAL
Insignia Properties, L.P. 4,070.00 15.59%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
(b) Beneficial Owners of Management
Except as described in 11(a) above, neither FCMC nor any of the directors
or officers or associates of FCMC own any Units of the Partnership of
record or beneficially.
Pursuant to its Schedule 13D filed with the Securities and Exchange Commission,
IPLP holds a total of 4,070 units in the Partnership (representing approximately
15.59% of the total outstanding units). As a result of its ownership of these
units, IPLP could be in a position to influence all voting decisions with
respect to the Partnership. Under the Partnership Agreement, unitholders holding
a majority of the units are entitled to take certain action with respect to a
variety of matters. When voting on such matters, IPLP would, in all likelihood,
vote its units in a manner favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of FCMC.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
For the Years Ended
December 31,
1997 1996
Property management fees $ 153 $ 150
Reimbursement for services of affiliates (1) 74 161
(1)Included in "Reimbursements for services of affiliates" for 1997 and 1996 is
approximately $2,000 and $3,000, respectively, in reimbursements for
construction oversight costs.
For the period of January 19, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The current agent assumed the financial obligations to the affiliate of
the Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations is not significant.
In accordance with the Partnership Agreement, in 1997, the Partnership's net
income is allocated 20% to the General Partner until cumulative income is equal
to 2.0408 percent of the total original invested capital. For 1996, the
Partnership's net loss was allocated 100% to the General Partner until the
cumulative loss allocated equaled cumulative income allocated to the General
Partner subsequent to December 31, 1991. This level was reached in 1996,
thereafter, the net loss is allocated 100% to the limited partners until their
capital accounts are zero. In addition, two percent of cash distributions are
allocated to the General Partner.
In accordance with the Partnership Agreement, as the Partnership has completed
the acquisition phase, the obligation to pay certain Partnership management fees
is subordinate to the Partnership's obligation to pay certain returns to the
limited partners. At December 31, 1997, $492,000 of Partnership management fees
have been subordinated to an 8% annualized return to the limited partners. It
is unlikely that these fees will ever be due. Accordingly, the subordinated
management fee has not been recorded as a liability. Upon sale of all properties
and termination of the Partnership the general partners may be required to
contribute certain funds to the Partnership in accordance with the Partnership
Agreement.
On August 28, 1997, IPLP commenced tender offers for limited partnership
interests in six real estate limited partnerships (including the Partnership) in
which various Insignia affiliates act as general partner. The Purchaser offered
to purchase up to 11,750 of the outstanding units of limited partnership
interest in the Partnership at $260.00 per Unit, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
August 28, 1997 (the "Offer to Purchase") and the related Assignment of
Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to
the Tender Offer Statement on Schedule 14D-1 originally filed with the
Securities and Exchange Commission on August 28, 1997. Because of the existing
and potential future conflicts of interest (described in the Partnership's
Statements on Schedule 14D-9 filed with the Securities and Exchange
Commission), neither the Partnership nor the General Partner expressed any
opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase.
In addition, because of these conflicts of interest, including, as a result of
the Purchaser's affiliation with various Insignia affiliates that provide
property management services to the Partnership's properties, the manner in
which the Purchaser votes its limited partner interest in the Partnership may
not always be consistent with the best interests of other limited partners. As
a result of the tender offer, Insignia Properties L.P. purchased 3,919 of the
outstanding limited partner units of the Partnership. See "Item 1. Description
of Business."
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1997: None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FOX STRATEGIC HOUSING INCOME PARTNERS
(a California Limited Partnership)
By: FOX PARTNERS VIII
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 16, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
/s/ William H. Jarrard, Jr. President and Director
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President and Treasurer
Ronald Uretta
FOX STRATEGIC HOUSING INCOME PARTNERS
EXHIBIT INDEX
Exhibit Number
2. NPI, Inc. Stock Purchase Agreement, dated as
of August 17, 1995, incorporated by reference
to the Partnership's Current Report on Form
8-K dated August 17, 1995.
3.4. Agreement of Limited Partnership,
incorporated by reference to Exhibit A to the
prospectus of the Partnership dated March 24,
1987, and thereafter supplemented, included
in the Registrant's Registration Statement on
Form S-11 (Reg. No. 33-8481).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Fox
Strategic Housing Income Partners 1997 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000800080
<NAME> FOX STRATEGIC HOUSING INCOME PARTNERS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,968
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 21,364
<DEPRECIATION> (6,416)
<TOTAL-ASSETS> 20,056
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,836
0
0
<COMMON> 0
<OTHER-SE> 11,554
<TOTAL-LIABILITY-AND-EQUITY> 20,056
<SALES> 0
<TOTAL-REVENUES> 3,281
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,175
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 921
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106
<EPS-PRIMARY> 3.26<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
