FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
------------ ------------
Commission File number: 0-15837
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
----------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 33-0202964
-------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California 94402
---------------------- -----------
(Address of principal executive offices) (Zip Code)
(415) 343-9300
------------------------------
(Registrant's telephone number)
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
---- ----
Total number of units outstanding as of March 31, 1996: 35,742,572
NO EXHIBIT INDEX REQUIRED
Page 1 of 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except Units outstanding)
(Unaudited)
March 31, December 31,
Assets 1996 1995
------- ----------- ------------
Real estate investments, at cost:
Land $ 4,192 $ 4,192
Building and improvements 25,934 25,903
-------- --------
30,126 30,095
Less accumulated depreciation (9,808) (9,543)
-------- --------
Net real estate investments 20,318 20,552
Cash and cash equivalents 873 591
Note receivable 2,000 2,000
Accounts receivable, net 185 177
Prepaid expenses and other assets 291 159
Deferred financing costs and other
fees (net of accumulated
amortization of $1,113 and
$1,225 in 1996 and 1995,
respectively) 550 568
-------- --------
Total assets $ 24,217 $ 24,047
======== ========
(continued)
See accompanying notes to financial statements.
Page 2 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets - continued
(in thousands, except Units outstanding)
(Unaudited)
March 31, December 31,
1996 1995
----------- -----------
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Notes payable - secured $ 16,419 $ 15,345
Participating notes:
Notes issued 4,591 4,591
Accrued interest, thereon 4,410 4,582
Less: Notes held in trust (3,192) (2,329)
Accrued interest, thereon (2,960) (2,297)
-------- --------
Net due to outside holders 2,849 4,547
Accrued interest payable 751 719
Accounts payable and accrued expenses 419 380
Payable to affiliate 15 ---
Deferred income and security
deposits 65 63
-------- --------
Total liabilities 20,518 21,054
Partners' equity (deficit):
General Partner (390) (397)
Limited Partners, 35,742,572
Equity Units outstanding 4,089 3,390
-------- --------
Total partners' equity 3,699 2,993
-------- --------
Total liabilities and
partners' equity $ 24,217 $ 24,047
======== ========
See accompanying notes to financial statements.
Page 3 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
Three months ended
March 31,
-------------------
1996 1995
------- -------
Revenues:
Operating $ 1,989 $ 2,535
Interest and other 109 130
Gain on sale of asset --- 155
-------- --------
Total revenues 2,098 2,820
-------- --------
Expenses:
Operating (including $460 and
$652 paid to affiliates in
the three months ended March
31, 1996 and 1995, respectively) 1,132 1,592
General and administrative
(including $70 and $115 paid
to affiliates in the three
months ended March 31, 1996
and 1995, respectively) 103 138
Depreciation and amortization 303 464
Interest 424 744
-------- --------
Total expenses 1,962 2,938
-------- --------
Income(loss) before extraordinary item 136 (118)
Extraordinary item:
Gain from Participating Notes
purchased 570 1,908
-------- --------
Total extraordinary items 570 1,908
-------- --------
Net income $ 706 $ 1,790
======== ========
Net income (loss) per Equity Unit $ 0.02 $ 0.05
======== ========
Distributions per Equity Unit $ --- $ ---
======== ========
See accompanying notes to financial statements.
Page 4 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity (Deficit)
(in thousands)
For the three months ended March 31, 1996 and 1995
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
-------- -------- --------
Balance at December 31, 1994 $ (407) $ 2,431 $ 2,024
Net income 18 1,772 1,790
-------- -------- --------
Balance at March 31, 1995 $ (389) $ 4,203 $ 3,814
======== ======== ========
Balance at December 31, 1995 $ (397) $ 3,390 $ 2,993
Net 7 699 706
-------- -------- --------
Balance at March 31, 1996 $ (390) $ 4,089 $ 3,699
======== ======== ========
See accompanying notes to financial statements.
Page 5 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows (in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1996 1995
------ ------
<S> <C> <C>
Cash flows provided by (used for) operating activities:
Net income $ 706 $ 1,790
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 303 464
Gain on sale of assets --- (155)
Gain from Participating Notes purchased (570) (1,908)
Changes in assets and liabilities:
Accounts receivable (8) (64)
Prepaid expenses and other assets (132) (48)
Deferred financing and other fees (20) (148)
Accounts payable and accrued expenses 39 130
Payable to affiliate 15 312
Accrued interest payable 69 74
Deferred income and security deposits 2 (63)
-------- --------
Net cash provided by operating activities 404 680
-------- --------
Investing activities:
Acquisitions of and additions to real estate (31) (75)
Proceeds from sale of Millwood --- 9,349
-------- --------
Net cash provided by (used for) financing activities (31) 9,274
-------- --------
Financing activities:
Notes payable principal payments (26) (7,618)
Repayment of unsecured note payable --- (2,007)
Borrowings on unsecured notes payable --- 2,000
Borrowings on secured notes payable 1,100 ---
Buy-back of Participating Note units - discounted (1,165) (2,190)
-------- --------
Net cash used for financing activities (91) (9,815)
-------- --------
Net increase in cash and cash equivalents 282 139
Cash and cash equivalents at beginning of period 591 801
-------- --------
Cash and cash equivalents at end of period $ 873 $ 940
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 661 $ 643
======== ========
Supplemental disclosure of noncash transactions:
Reduction of accrued interest payable resulting from
purchase of Participating Notes at discount $ 870 $ 1,908
======== ========
See accompanying notes to financial statements.
Page 6 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 1996
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
-------------------------------------------------------
--In the opinion of Glenborough Corporation (formerly Glenborough
Realty Corporation), the managing general partner, the
accompanying unaudited financial statements contain all
adjustments (consisting of only normal accruals) necessary to
present fairly the financial position of Outlook Income Fund 9, A
California Limited Partnership (the "Partnership"), as of March
31, 1996 and December 31, 1995, and the related statements of
operations and the changes in partners' equity and cash flows for
the three months ended March 31, 1996 and 1995.
Note 2. REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in
conjunction with the Notes to Financial Statements included in
the 1995 audited financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
----------------------------
Glenborough Corporation and Glenborough Hotel Group (collectively
"Glenborough") have been compensated for management services.
Included in operating expenses for the three months ended March
31, 1996 and 1995, are the following amounts paid to Glenborough:
1996 1995
-------- --------
Property management fees $ 35,400 $ 57,700
Property salaries (reimbursed) 36,300 66,100
Hotel management fees 67,000 73,600
Hotel salaries (reimbursed) 321,300 454,600
The Partnership also reimbursed Glenborough for expenses incurred
for services provided to the Partnership such as accounting,
investor services, data processing, duplicating and office
supplies, legal and administrative services and the actual costs
of goods and materials used for or by the Partnership.
Glenborough was reimbursed $70,300 and $114,700 by the
Partnership for such expenses during the three months ended March
31, 1996 and 1995, respectively. Such amounts are included in
general and administrative expenses.
Note 4. PROPERTY SALES
--------------
On March 28, 1995, the Partnership sold Millwood Estates
Apartments to an unaffiliated third party for $10,400,000, out of
which $7,572,400 was used to payoff the outstanding note secured
Page 7 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 1996
(Unaudited)
by the property. In addition, sales proceeds were used to payoff
a $2,000,000 short-term note payable obtained in connection with
the repurchase of Participating Notes (as discussed in Note 5).
After closing costs and the payoff of the notes, the Partnership
netted cash proceeds in the amount of $152,300. The Partnership
recognized a gain on sale on its 1995 Statement of Operations in
the amount of $155,000.
Note 5. PURCHASE OF PARTICIPATING NOTES
-------------------------------
In January 1994, the Partnership sent a "Conditional Offer to
Purchase 12% Participating Notes" ("the Offer") to all Note
investors. The Offer was made to Noteholders in an effort to
reduce the impact of the Notes' accrued interest on the value of
the Equity Units. Buying back these notes provides a significant
interest savings to the Partnership, which benefits the Equity
Unit investors (whose returns are subordinated to the
Noteholders' receiving a return of principal plus 12% simple
deferred interest per annum).
Approximately 45% of the Noteholders accepted the Offer and the
repurchase occurred in March 1995. The repurchase totalled
$2,102,000 in original Note principal. The related accrued
interest on these Notes was $1,915,000, which was not paid and
represented the discount the Partnership received in the buyback.
The Partnership used the proceeds from a $2,000,000 short-term
loan to fund the repurchase (further discussion follows). The
forgiveness of accrued interest was recognized as an
extraordinary gain on the Partnership's 1995 statement of
operations. The Notes and accrued interest will be held in trust
for the benefit of the Partnership.
On January 27, 1995, the Partnership borrowed $2,000,000 from an
unaffiliated lender to facilitate the repurchase of Notes as
discussed above. Since the Partnership was relying on the
proceeds from the sale of a property to fund the purchase of the
Notes, which would not be available until the sale of Millwood
Estates, the Partnership borrowed the money necessary to
facilitate the purchase in order to meet the deadline required by
the Offer. The loan was paid off on March 28, 1995 with a
portion of the proceeds from the sale of Millwood Estates
Apartments.
On June 9, 1995, in accordance with the Participating Notes
Indenture and as a result of the sale of Millwood Estates, the
Partnership retired $637,000 in notes and $592,000 in related
accrued interest. Of this amount, the Partnership paid $609,000
($314,000 of Participating Notes principal and accrued interest
Page 8 of 15
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 1996
(Unaudited)
of $295,000) to outside Noteholders, the remainder represented a
retirement of notes held in trust for the Partnership.
In June 1995, the Partnership sent a second "Conditional Offer to
Purchase 12% Participating Notes" (the "Second Offer") to the
remaining Noteholders. The Second Offer is for the repurchase of
the Notes for a price equal to 135% of the Noteholders original
investment (i.e. the purchase price for each Note is $1.35
compared to an approximate current Note and accrued interest
value of $1.95). The Second Offer expired October 31, 1995, but
the Partnership extended the expiration to December 31, 1995. As
of March 31, 1996, 177 Noteholders accepted the Second Offer of
which 150 have been paid. The Partnership will purchase the
notes held by the 27 noteholders not paid to date when they have
obtained replacement notes from the Trustee. The Partnership
purchased $864,000 in original Note principal and paid $302,000
of related accrued interest for a total purchase price of
$1,166,000, resulting in a gain to the Partnership of $568,000.
The Partnership borrowed $1,100,000 on a $2,000,000 line of
credit with an unaffiliated lender to fund the repurchase (see
Note 7 for further discussion).
Note 6. PROPERTY HELD PENDING FORECLOSURE
---------------------------------
In 1995, based on the continued low occupancy due to market
saturation, and the property's inability to meet debt service
payments, management negotiated a deed-in-lieu of foreclosure
with the lender on the Regency Residence property. The
Partnership paid all net cash flow (defined as all income
collected less operating expenses) to the lender from November
1994 until title to the property passed on May 26, 1995. The
principal balance of the note secured by the property on May 26,
1995 was $3,537,000, with accrued interest in the amount of
$98,700.
Note 7. NOTE PAYABLE SECURED
--------------------
In the first quarter of 1996, the Partnership borrowed an
additional $1,100,000 on a $2,000,000 line of credit with an
unaffiliated third-party for a total outstanding at March 31,
1996 of $1,600,000. Interest is payable monthly at 10.25% until
maturity in May 1996 at which time the partnership plans to
extend the loan for a fee. Proceeds from the loan were used to
supplement cash in order to facilitate the repayment of
Participating Notes and related accrued interest as a result of
the Second Offer repurchase.
Page 9 of 15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Outlook Income Fund 9 was formed to invest in improved, income-
producing real estate with the following objectives: (i)
preserve and protect capital, (ii) provide substantially tax-
sheltered distributions to Equity Unitholders, and (iii) offer
the potential for appreciation in value.
The Partnership's original plan was to pay 9% current
distributions to the Equity Unit investors. The primary source
for these distributions was to be two-fold: First, income
warranties given by sellers to maintain property income at a high
level while the properties were in their start-up phase; and
second, deferred interest debt that allowed the Partnership to
use borrowed money without having to make current loan payments.
Most of the Partnership's debt, including the Notes, was of this
type. Thus, the income warranties subsidized the property
income, and the deferred interest debt allowed cash flow that
would normally have been required for debt service to be used for
distributions. By using these techniques, the Partnership was
able to pay distributions at a high level in the hope that the
actual property cash flow and value of the properties would
increase enough that, (i) when the income warranties and interest
deferrals expired, the property cash flow would be able to make
the new loan payments without reducing distributions, and (ii)
when the property was sold, the value would have increased enough
to absorb the higher mortgage balance without eroding the
original equity. It is now evident that the original overall
plan will not be realized. All distributions made by the
Partnership to its investors have represented return of capital.
The Partnership historically paid more in distributions than it
earned, and had depleted its reserves. Additionally, all income
warranties expired prior to December 31, 1991 and in 1992, the
deferred interest debt was restructured and loan payments
commenced. All distributions have been suspended until the
Partnership's reserves can be rebuilt to a level of at least
$2,000,000. The Partnership's March 31, 1996 cash balance was
$873,000. At this time, management is unable to predict when
distributions will resume.
In January 1994, the Partnership sent a "Conditional Offer to
Purchase 12% Participating Notes" ("the Offer") to all Note
investors. The Offer was being made to Noteholders in an effort
to reduce the impact of the Notes' accrued interest on the value
of the Equity Units. The Offer was contingent upon selling one
or more properties or otherwise obtaining financing to raise the
cash needed to repurchase the Notes at a discount. The Offer
originally expired December 1, 1994 but was extended an
additional 60 days. Approximately 45% of the Noteholders
accepted the Offer. Buying back these notes provided a
significant interest savings to the Partnership, which benefits
the Equity Unit investors (whose returns are subordinated to the
Page 10 of 15
Noteholders' receiving a return of principal plus 12% simple
deferred interest per annum).
On June 9, 1995, in accordance with the Participating Notes
Indenture and as a result of the sale of Millwood Estates, the
Partnership retired $637,000 in notes and $592,000 in related
accrued interest. Of this amount, the Partnership paid $609,000
($314,000 of Participating Notes principal and accrued interest
of $295,000) to outside Noteholders, the remainder represented a
retirement of notes held in trust for the Partnership.
In June 1995, the Partnership sent a second "Conditional Offer to
Purchase 12% Participating Notes" (the "Second Offer") to the
remaining Noteholders. The Second Offer is for the repurchase of
the Notes for a price equal to 135% of the Noteholders original
investment (i.e. the purchase price for each Note is $1.35
compared to an approximate current Note and accrued interest
value of $1.95). The Second Offer expired October 31, 1995, but
the Partnership extended the expiration to December 31, 1995. As
of March 31, 1996, 177 Noteholders accepted the Second Offer of
which 150 have been paid. The Partnership will purchase the
notes held by the 27 noteholders not paid to date when they have
obtained replacement notes from the Trustee. The Partnership
repurchased $864,000 in original Note principal and paid $302,000
of related accrued interest for a total purchase price of
$1,166,000, resulting in a gain to the Partnership of $568,000.
In the first quarter of 1996, the Partnership borrowed an
additional $1,100,000 on a $2,000,000 line of credit with an
unaffiliated third-party for a total outstanding at March 31,
1996 of $1,600,000. Interest is payable monthly at 10.25% until
maturity in May 1996. Proceeds from the loan were used to
supplement cash in order to facilitate the repayment of
Participating Notes and related accrued interest as a result of
the Second Offer repurchase.
On March 28, 1995, the Partnership sold Millwood Estates
Apartments to an unaffiliated third party for $10,400,000, out of
which $7,572,400 was used to payoff the outstanding note secured
by the property. In addition, sales proceeds were used to payoff
the $2,000,000 note payable used to repurchase Participating
Notes (as discussed in Note 9). The Partnership recognized a
gain on sale on its 1995 Statement of Operations in the amount of
$155,000.
Prepaid expenses and other assets increased $132,000 from
December 31, 1995 to March 31, 1996 primarily due to an increase
in payments made to property tax impound accounts which are
required by two lenders who hold the notes secured by the Lake
Mead and Bryant Lake properties. Property taxes for these
properties are primarily due in the fourth quarter of each
calendar year.
The accrual for property taxes also accounts for the accrued
expenses increase of approximately $39,000 from $380,000 at
December 31, 1995 to $419,000 at March 31, 1996.
Page 11 of 15
Management's ongoing business plan for the Partnership is to
preserve capital and rebuild reserves. As previously discussed,
management has restructured its deferred interest debt which has
lowered interest expense and stabilized payments. By attempting
to build reserves, suspending distributions, and prudent day to
day management of income and expenditures, management is striving
to maintain stable operations and endure the challenge of the
market.
Results of Operations
----------------------
Operating revenues of $1,989,000 for the three months ended March
31, 1996 decreased $546,000 compared to the three months ended
March 31, 1995 primarily due to the disposition of the Millwood
and Regency Residence properties which accounted for $444,000 and
$367,000 of the decrease, respectively, netted with an increase
in revenues of the Tempe Hotel due to significant increase in
average daily room rate.
Operating expenses of $1,132,000 for the three months ended March
31, 1996 decreased $460,000 compared to the three months ended
March 31, 1995 primarily due to the disposition of the Millwood
and Regency Residence properties which accounted for a $268,000
and $319,000 decrease, respectively.
General and administrative expenses decreased by $35,000 or 25%
from $138,000 for the three month period ended March 31, 1995, to
$103,000 for the same period in 1996 due to decreases in overhead
as a result of the disposition of the Millwood and Regency
Residence properties.
The decrease in depreciation and amortization of $161,000 from
March 31, 1995 to March 31, 1996 is a result of the decrease in
depreciable assets relating to the disposition of the Millwood
and Regency Residence properties.
The decrease in interest expense of $320,000 from March 31, 1995
to March 31, 1996 is a result of the disposition of the Millwood
and Regency Residence properties and their related notes payable
which accounted for a $180,000 and $80,000 decrease,
respectively. In addition, $170,000 of the decrease relates to
the combination of the repurchase and the paydown of the
Participating Notes by the Partnership.
LAKE MEAD ESTATES:
Lake Mead Estates was 93% and 97% occupied at March 31, 1996 and
1995, respectively. The property's Clark county economy
experienced a slow-down during the early 90's but stabilized
during 1993. Lower interest rates attracted first time home
buyers from rental housing and the local defense industry has
been down-sizing due to cut-backs. Despite these conditions,
management has kept occupancy above 90% and raised average rental
rates without jeopardizing occupancy by offering clean, well
maintained facilities, a supportive staff and a strong resident
retention program. Demand for off-base housing from the military
Page 12 of 15
sector has increased and management anticipates continued high
occupancy with special incentives for new tenants. The property
has provided positive cash flow for the Partnership so far during
1996 after making debt service payments and capital improvements.
BRYANT LAKE PHASES I AND II:
Bryant Lake Phases I and II was 100% leased at March 31, 1996 and
1995. The next lease expiration date is December, 1996. The
property is not encumbered by debt and has provided positive cash
flow to the Partnership in 1996.
BRYANT LAKE PHASE III:
Bryant Lake Phase III was 100% occupied at March 31, 1996
compared to 96% as of March 31, 1995. The next lease expirations
are in October 1996. The property has provided positive cash
flow for the Partnership during 1996 after debt service payments.
COUNTRY SUITES BY CARLSON - MEMPHIS:
Country Suites By Carlson - Memphis year-to-date occupancy was
69% as of March 31, 1996, compared to 72% as of March 31, 1995.
The hotel maintained its share of the market with a slight
increase in average rental rates. Average daily room rates
increased from $51.53 to $55.30 when comparing the three month
period ended March 31, 1995 to 1996, respectively.
Marketing efforts have focused on account development in the
commercial business segments including small local companies and
contracts with larger nation-wide firms. Business from the
government/military sector also continue to provide a strong
revenue base for the hotel, as did a sector of transient guests
(guests who stay from one to five days) who account for higher
rated business.
COUNTRY SUITES BY CARLSON - TEMPE:
The hotel's average occupancy for the three months ended March
31, 1996 was 94% compared to 89% at March 31, 1995. The average
daily room rate, however, increased sharply from $58.47 at March
31, 1995 to $73.02 at March 31, 1996. This increase is
attributable to the maturation of the franchise reservation
system, which earns higher-rated business.
Marketing efforts continued to focus on the tour groups while
developing commercial accounts for non-tourist seasons. (Tour
group revenue is the single largest contributor to room revenue
in 1995). The hotel's connection with the Country Suites By
Carlson franchise affiliates it with a well established suite
hotel chain, which should gradually elevate occupancy through
referral services and accelerate national recognition.
Significant capital improvements were completed in 1993 to
improve the image of the building and bring the property up to
the new franchise standards.
Page 13 of 15
Page 14 of 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) No reports on Form 8-K were filed during the
period ended March 31, 1996.
Page 15 of 15
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.
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation
a California corporation
Managing General Partner
Date: May 14, 1996 By: /s/ Andrew Batinovich
----------------------------
Andrew Batinovich
Senior Vice President,
Chief Financial Officer
and Director
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<ARTICLE> 5
<CIK> 0000801449
<NAME> OUTLOOK INCOME FUND 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 873
<SECURITIES> 0
<RECEIVABLES> 177
<ALLOWANCES> (8)
<INVENTORY> 0
<CURRENT-ASSETS> 1349
<PP&E> 30126
<DEPRECIATION> (9808)
<TOTAL-ASSETS> 24214
<CURRENT-LIABILITIES> 1185
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3699
<TOTAL-LIABILITY-AND-EQUITY> 24217
<SALES> 0
<TOTAL-REVENUES> 2098
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1538
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 424
<INCOME-PRETAX> 136
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 570
<CHANGES> 0
<NET-INCOME> 706
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
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