<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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: 0-16861
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 94-3028296
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(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
1341 West Robinhood, B-9, Stockton, CA 95207
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (209) 478-0140
N/A
- ---------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report
Indicate by check CK 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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes _CK_ No__
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
Part I. Financial Information
Item 1: Balance Sheets - September 30, 1997 and
December 31, 1996 . . . . . . . . . . . . . . . . . 3
Statements of operations for the nine months ended
September 30, 1997 and 1996 . . . . . . . . . . . . 4
Statements of operations for the three months ended
September 30, 1997 and 1996 . . . . . . . . . . . . 5
Statement of changes in partners' equity (deficit)
for the nine months ended September 30, 1997. . . . 6
Statements of cash flows for the nine months
ended September 30, 1997 and 1996 . . . . . . . . . 7
Notes to Financial Statements . . . . . . . . . . . 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 13
Part II. Other Information . . . . . . . . . . . . . . . . . 14
</TABLE>
2
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PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Property, net $68,884,874 $71,009,033
Cash and cash equivalents 5,350,121 4,997,867
Accounts receivable, affiliate 163,476 163,476
Other assets 92,430 127,687
---------- ----------
$74,490,901 $76,298,063
---------- ----------
---------- ----------
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Mortgage loans payable $58,174,662 $58,897,267
Accounts payable 508,242 459,065
Accounts payable, affiliate 201,264 189,914
Accrued distributions 412,373 412,373
Accrued interest 405,810 409,605
Accrued property taxes 739,521 596,829
Unearned rent and tenant deposits 481,838 453,497
---------- ----------
60,923,710 61,418,550
---------- ----------
Partners' equity (deficit):
Limited partners' equity (64,660 units
authorized and outstanding) 7,712,738 8,998,812
Special limited partners' equity (7,749.5 units
authorized and outstanding) 6,862,188 6,862,188
General partners' deficit (1,007,735) (981,487)
---------- ----------
13,567,191 14,879,513
---------- ----------
$74,490,901 $76,298,063
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
3
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PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the nine months ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Revenues:
Rental $11,622,422 $11,488,297
Land/Lease rentals from affiliates 495,000 495,000
Interest 139,280 117,398
---------- ----------
12,256,702 12,100,695
---------- ----------
Expenses:
Property operating expenses 4,767,106 4,310,831
Property taxes 914,517 920,047
Property management fees to affiliates 347,672 343,891
General and administrative expense 92,795 91,343
Interest expense 3,620,760 3,759,626
Management fees to affiliates 464,896 459,532
Depreciation 2,124,159 2,124,159
---------- ----------
12,331,905 12,009,429
---------- ----------
Net income (loss) $ (75,203) $ 91,266
---------- ----------
---------- ----------
Net income (loss) allocated to General Partners $ (1,504) $ 1,825
---------- ----------
---------- ----------
Net income (loss) allocated to Limited Partners $ (73,699) $ 89,441
---------- ----------
---------- ----------
Net income (loss) allocated to Special
Limited Partners $ -0- $ -0-
---------- ----------
---------- ----------
Net income (loss) per unit of limited
partnership interest $ (1.14) $ 1.38
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
4
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PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the three months ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Revenues:
Rental $ 3,901,743 $ 3,917,205
Land/Lease rentals from affiliates 165,000 165,000
Interest 50,843 43,910
---------- ----------
4,117,586 4,126,155
---------- ----------
Expenses:
Property operating expenses 1,815,343 1,399,229
Property taxes 276,473 289,783
Property management fees to affiliates 116,559 117,409
General and administrative expense 10,819 9,525
Interest expense 1,212,847 1,217,514
Management fees to affiliates 156,068 156,688
Depreciation 708,053 708,053
---------- ----------
4,296,162 3,898,201
---------- ----------
Net income (loss) $ (178,576) $ 227,914
---------- ----------
---------- ----------
Net income (loss) allocated to General Partners $ (3,572) $ 4,558
---------- ----------
---------- ----------
Net income (loss) allocated to Limited Partners $ (175,004) $ 223,356
---------- ----------
---------- ----------
Net income (loss) allocated to Special
Limited Partners $ -0- $ -0-
---------- ----------
---------- ----------
Net income (loss) per unit of limited
partnership interest $ (2.71) $ 3.45
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
5
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PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
For the nine months ended September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Special
Limited Limited General
Total Partners Partners Partners
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partners' equity
(deficit)-
December 31, 1996 $14,879,513 $ 8,998,812 $ 6,862,188 $ (981,487)
Net loss (75,203) (73,699) -0- (1,504)
Distributions (1,237,119) (1,212,375) -0- (24,744)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
September 30, 1997 $13,567,191 $ 7,712,738 $ 6,862,188 $(1,007,735)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See notes to financial statements.
6
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PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (75,203) $ 91,266
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,124,159 2,124,159
Change in other assets 35,257 124,485
Change in account receivable, affiliate -0- 165,000
Change in accounts payable, affiliate 11,350 8,366
Change in accrued liabilities 188,074 286,718
Change in unearned rent and tenant deposits 28,341 16,318
---------- ----------
Total adjustments 2,387,181 2,725,046
---------- ----------
Net cash provided by operating activities 2,311,978 2,816,312
---------- ----------
Cash flows from financing activities:
Proceeds from mortgage loan payable -0- 9,000,000
Mortgage loan principal amortization (722,605) (739,808)
Other mortgage loan repayments -0- (8,882,482)
Distributions to partners (1,237,119) (1,237,119)
---------- ----------
Net cash used in financing activities (1,959,724) (1,859,409)
---------- ----------
Net increase in cash and cash equivalents 352,254 956,903
Cash and cash equivalents, beginning of period 4,997,867 4,151,047
---------- ----------
Cash and cash equivalents, end of period $ 5,350,121 $ 5,107,950
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
7
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PRUDENTIAL-BACHE/A. G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE A - FINANCIAL STATEMENT PREPARATION
The September 30, 1997 financial statements have been prepared without
audit. In the opinion of management, the financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Partnership's financial position, results of operations and cash
flows. The operating results for the nine months ended September 30, 1997
may not necessarily be indicative of the results expected for the full
year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. These financial statements must
be read in conjunction with the financial statements and notes thereto
included in the Partnership's annual report for the year ended December 31,
1996.
NOTE B - PROPERTY
Property is comprised of the following:
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
-------------------------------------
<S> <C> <C>
Apartment buildings $ 77,245,362 $ 77,245,362
Equipment 4,937,209 4,937,209
Land 17,147,732 17,147,732
Land held for lease 2,479,098 2,479,098
----------- -----------
101,809,401 101,809,401
Less: Accumulated depreciation (32,924,527) (30,800,368)
----------- -----------
$ 68,884,874 $ 71,009,033
----------- -----------
----------- -----------
</TABLE>
8
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NOTE C - RELATED PARTY TRANSACTIONS
Set forth below are the fees and other amounts relating to transactions
between the Partnership and the General Partners and their affiliates for
the nine months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
-----------------------
<S> <C> <C>
Expensed to the General Partners:
Supervisory management fee $232,448 $229,766
Special distribution 188,748 186,066
Administrative expense reimbursements 43,700 43,700
------- -------
$464,896 $459,532
------- -------
------- -------
Expensed to A.G. Spanos Management, Inc.:
Property management fees $347,672 $343,891
------- -------
------- -------
Accrued to the Partnership:
Ground rent on Land/Leases $495,000 $495,000
------- -------
------- -------
</TABLE>
Accruals of $162,068 and $152,782 for the supervisory management fee,
special distribution and administrative expense reimbursements and $39,196
and $37,132 for property management fees were outstanding at September 30,
1997 and December 31, 1996, respectively. Ground rent of $163,476 was
receivable from affiliates of the Spanos General Partner at September 30,
1997 and December 31, 1996. General Partners' capital account deficit for
financial accounting purposes exceeds the amount the General Partners would
be obligated to restore if the Partnership were to dissolve.
Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 1,920 Units at September 30, 1997.
9
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NOTE D - CONTINGENCIES
On or about October 18, 1993 a putative class action, captioned Kinnes et
al. v. Prudential Securities Group Inc. et al. (93 Civ. 654) was filed in
the United States District Court for the District of Arizona, purportedly
on behalf of investors in the Partnership against the Partnership, the
Bache General Partner, PSI and a number of other defendants. On or about
November 16, 1993, a putative class action captioned Connelly et al. v.
Prudential-Bache Securities Inc. et al. (93 Civ. 713) was filed in the
United States District Court for the District of Arizona, purportedly on
behalf of investors in the Partnership against the Partnership, the Bache
General Partner, PSI and a number of other defendants. On or about
November 9, 1993, a putative class action entitled Bottner v. A.G. Spanos
Residential Partners-86 et al. (93 Civ. 7708) was filed in the United
States District Court for the Southern District of New York, purportedly on
behalf of investors in the Partnership against the General Partners, PSI,
Prudential Insurance Company of America and certain of their affiliates and
officers.
On or about February 13, 1995 an individual action, captioned Estate of
Jean Adams v. Prudential Securities, Inc. et al. (Case No. 1995 CV 00265)
was filed in the Court of Common Pleas in Stark County, Ohio against PSI,
The Prudential, the General Partners, the Partnership and affiliates of the
Spanos General Partner. The action was removed to the United States
District Court for the Northern District of Ohio (Eastern Division) on
March 15, 1995. Plaintiff alleged misrepresentations, breach of fiduciary
duties and civil conspiracy by defendants in connection with the sale of
units of the Partnership. Plaintiff sought unspecified damages, including
punitive damages.
By order of the Judicial Panel on Multidistrict Litigation dated April 14,
1994, the Kinnes and Bottner cases, by order dated June 8, 1994, the
Connelly case, and by order dated April 7, 1995, the Adams case, were
transferred to a single judge of the United States District Court for the
Southern District of New York and consolidated for pretrial proceedings
under the caption In re Prudential Securities Incorporated Limited
Partnerships Litigation (MDL Docket 1005). On June 8, 1994, plaintiffs in
the transferred cases filed a complaint that consolidated the previously
filed complaints and named as defendants, among others, PSI, certain of its
present and former employees and the General Partners. The Partnership is
not named a defendant in the consolidated complaint, but the name of the
Partnership is listed as being among the limited partnerships at issue in
the case. The consolidated complaint alleges violations of the federal and
New Jersey Racketeer Influenced and Corrupt Organizations Act ("RICO")
statutes, fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third- party beneficiary contracts and breach of implied
covenants in connection with the marketing and sales of limited partnership
interests. Plaintiffs request relief in the nature of rescission of the
purchase of securities and recovery of all consideration and expenses in
connection therewith, as well as compensation for lost use of money
invested less cash
10<PAGE>
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distributions; compensatory damages; consequential damages; treble damages
for defendants' RICO violations (both federal and New Jersey); general
damages for all injuries resulting from negligence, fraud, breaches of
contract, and breaches of duty in an amount to be determined at trial;
disgorgement and restitution of all earnings, profits, benefits, and
compensation received by defendants as a result of their unlawful acts; and
costs and disbursements of the action. On November 28, 1994 the transferee
court deemed each of the complaints in the constituent actions (including
Kinnes and Bottner) amended to conform to the allegations of the
consolidated complaint. On August 9, 1995 the Bache General Partner, PSI
and other Prudential defendants entered into a Stipulation and Agreement of
Partial Compromise and Settlement with legal counsel representing
plaintiffs in the consolidated actions. On November 20, 1995, the court
gave final approval to the settlement, dismissed the Kinnes and Bottner
actions, certified a class of purchasers of specific limited partnerships,
including the Partnership, released all settled claims by members of the
class against the PSI settling defendants and permanently barred and
enjoined class members from instituting, commencing or prosecuting any
settled claim against the released parties. By orders entered August 12,
1996 and October 25, 1996, respectively, the Adams and Connelly cases were
dismissed as to the Bache General Partner, PSI and the other Prudential
defendants. The full amount due under the settlement agreement has been
paid. The consolidated action as well as the Adams and Connelly cases
remain pending against nonsettling defendants, including the Spanos General
Partner and certain of its affiliates. The Partnership is not named a
defendant in the consolidated complaint and the action is not expected to
have a material effect on the Partnership's financial statements;
accordingly, no provision for any loss that may result upon resolution of
this matter has been made in the accompanying financial statements.
On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions. The settlement
contemplated, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and dissolution
of the Partnership. The settlement agreement was preliminarily approved by
the Court on August 28, 1997. Pursuant to the settlement, detailed
information about the proposed auction sale and other terms of the
settlement will be sent to the Limited Partners with proxy solicitation
materials seeking the Limited Partners' consent to the auction sale. The
settlement agreement contains numerous conditions and must be finally
approved by the Court at a fairness hearing at which Limited Partners and
other interested parties will have an opportunity to be heard. There can
be no assurance that the conditions to implementation of the settlement
will be satisfied. The settlement agreement contains numerous conditions
and must be finally approved by the Court at a fairness hearing at which
Limited Partners and other interested parties will have an opportunity to
be heard. There can be no assurance that the conditions to implementation
of the settlement will be satisfied.
11<PAGE>
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On or about April 15, 1994 a multiparty petition entitled Schreiber, et al.
v. Prudential Securities, Inc., et al. (Cause No. 94-17696) was filed in
the 189th Judicial District Court of Harris County, Texas, purportedly on
behalf of investors in the Partnership against the Partnership, the General
Partners, PSI, The Prudential Insurance Company of America and a number of
other defendants. The Petition alleges common law fraud, fraud in the
inducement and negligent misrepresentation in connection with the offering
of limited partnership interests and negligence, breach of fiduciary duty,
civil conspiracy, and violations of the federal Securities Act of 1933
(sections 11 and 12) and of the Texas Securities and Deceptive Trade
Practices statutes. The suit seeks, among other things, compensatory and
punitive damages, costs and attorney's fees. Most of the plaintiffs have
released their claims against the defendants in exchange for monetary
payments by PSI. It is expected that the remaining claims will be resolved
by PSI at no cost to the Partnership. Accordingly, no provision for any
loss that may result upon resolution of this matter has been made in the
accompanying financial statements.
NOTE E - SUBSEQUENT EVENT
The Partnership paid third quarter cash distributions of $404,125 to the
Unitholders and $8,248 to the General Partners in November 1997.
12
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
The Partnership had cash of $5,350,000 at September 30, 1997. There are no
proposed programs for renovation, improvement or development of the
Properties other than maintenance and repairs (including major repairs) in
the ordinary course which will be paid from operations, and the
Partnership's liquidity position is considered satisfactory.
The Partnership's operating activities provided cash of $2,312,000 in the
first nine months of 1997, of which $263,000 reflects timing differences
related to current assets and liabilities. Of the balance, $723,000 was
applied to scheduled principal amortization on the Partnership's mortgage
debt, $1,237,000 was paid in cash distributions, and $89,000 was retained.
Cash flows from financing activities for the nine months ended
September 30, 1996 reflects the repayment of the $8,882,000 balance of the
Mission Trails mortgage with the proceeds from a new $9,000,000 mortgage
from another lender.
On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions. The settlement
contemplates, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and dissolution
of the Partnership. If the settlement agreement is preliminarily approved
by the Court, detailed information about the proposed auction sale and
other terms of the settlement will be sent to the Limited Partners with
proxy solicitation materials seeking the Limited Partners' consent to the
auction sale. The settlement agreement contains numerous conditions and
must be finally approved by the Court at a fairness hearing at which
Limited Partners and other interested parties will have an opportunity to
be heard. There can be no assurance that the conditions to implementation
of the settlement will be satisfied.
Results of Operations
Apartment project rental revenue was $11,622,000 for the first nine months
of 1997, an increase of 1.2% compared to the same period last year,
primarily due to increased rental rates. Average occupancy was 94.3% for
the first nine months of 1997 compared to 95% for the first nine months of
1996.
Property operating expenses increased $456,000, or 10.6%, over the first
nine months of 1996. Operating expenses excluding major repairs and
furnished unit expense increased $240,000 or approximately 6.6% over the
first nine months of 1996. Expense categories showing the greatest
increases were payroll costs, up $114,000 or 11.2%, and maintenance, up
$90,000 or 7.7% reflecting the generally higher costs of operating an aging
property portfolio. Major repairs (i.e., exterior painting, asphalt work
and other expensive repairs that do not recur on an annual basis) increased
to $670,000 for the first nine months of 1997 compared to $419,000 for the
same period last year. Furnished unit expense declined $36,000 over the
first nine months of 1996, reflecting lower furnished unit rentals.
Interest expense declined $139,000; however the 1996 figure included
non-recurring charges for loan fees for the Mission Trails refinancing
($60,000) and corrections to the lender's 1995 interest billings for
Cypress Pointe and Comanche Place ($67,000). The balance of the decrease
reflects lower outstanding principal balances in the first nine months of
1997 compared to the first nine months of 1996. Comparative third quarter
1997 and 1996 operating results generally reflect the same trends.
13
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference to Note D to the financial
statements filed herewith in Item 1 of Part I of the Partnership's
Quarterly Report.
Item 2. Changes in Securities
(None)
Item 3. Defaults Upon Senior Securities
(None)
Item 4. Submission of Matters to a Vote of Security Holders
(None)
Item 5. Other Information
(None)
Item 6. Exhibits and Reports on Form 8-K
Exhibits
4(a) Certificate of Limited Partnership of Registrant as filed
with the Secretary of State of Delaware, incorporated by
reference to Exhibit 4(a) to Amendment No. 1 to
Registration Statement on Form S-11, File No. 33-9139,
filed with the Securities and Exchange Commission on
January 28, 1987.
4(b) Amendment to Certificate of Limited Partnership of
Registrant as filed with the Secretary of State of
Delaware, incorporated by reference to Exhibit 4(b) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.
4(c) Amended and Restated Agreement of Limited Partnership of
Registrant, incorporated by reference to Exhibit 4(c) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.
14
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4(d) Amendments No. 1 through 6 dated June 3, July 2, August 3
and 20, September 10 and October 2, 1987, respectively, to
the Amended and Restated Agreement of Limited Partnership
of Registrant, incorporated by reference to Exhibit 4(d)
to Post-Effective Amendment No. 1 to Registration
Statement on Form S-11, File No. 33-9139, filed with the
Securities and Exchange Commission on November 12, 1987.
4(e) Amendments No. 7 through 13 dated December 4 and 18, 1987
and February 1, March 8 and 25, April 27 and August 12,
1988, respectively, to the Amended and Restated Agreement
of Limited Partnership of Registrant, incorporated by
reference to Exhibit 4(e) of the Annual Report on Form
10-K dated December 31, 1988, File No. 33-9139.
27 Financial Data Schedule (filed herewith)
Reports on Form 8-K
(None)
15
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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.
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS, L.P., I (Registrant)
By: A.G. Spanos Residential Partners-86, General Partner
By: AGS Financial Corporation, a general partner
By: /s/Arthur J. Cole Date: November 14, 1997
---------------------------------
Arthur J. Cole
President and Chief Accounting Officer
By: A.G. Spanos Realty, Inc., a general partner
By: /s/Arthur J. Cole Date: November 14, 1997
---------------------------------
Arthur J. Cole
Vice President and Chief Accounting Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache/A.G. Spanos
Genesis Income Partners L.P., I, and is
qualified entirely by reference to such
financial statements.
</LEGEND>
<RESTATED>
<CIK> 000803399
<NAME> Prudential-Bache/AG Spanos Genesis Income
Partners LP I
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-1-1997
<PERIOD-END> Sep-30-1997
<PERIOD-TYPE> 9-Mos
<CASH> 5350121
<SECURITIES> 0
<RECEIVABLES> 255906
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5606027
<PP&E> 101809401
<DEPRECIATION> 32924527
<TOTAL-ASSETS> 74490901
<CURRENT-LIABILITIES> 2749048
<BONDS> 58174662
0
0
<COMMON> 0
<OTHER-SE> 13567191
<TOTAL-LIABILITY-AND-EQUITY> 74490901
<SALES> 12117422
<TOTAL-REVENUES> 12256702
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8711145
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3620760
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (75203)
<EPS-PRIMARY> (1.14)
<EPS-DILUTED> 0
</TABLE>
