SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 1995 Commission file #0-17708
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(Exact name of registrant as specified in its charter)
Illinois 36-3467497
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . 16
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 21
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 2,835,934 4,943,718
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 2,088,283 396,561
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . 200,147 182,211
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,572 14,867
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,357 72,403
------------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 5,319,293 5,609,760
------------- -----------
Investment properties, at cost (note 2):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,835,602 4,835,602
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,376,071 21,375,931
------------- -----------
26,211,673 26,211,533
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . (3,898,099) (3,365,742)
------------- -----------
Total investment properties,
net of accumulated depreciation. . . . . . . . . . . . . . . . . . . . 22,313,574 22,845,791
------------- -----------
Investment in unconsolidated venture, at equity (notes 1, 3 and 6) . . . . . . . . 450,061 569,845
Note receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,380 176,912
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501,895 556,290
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277,595 319,029
------------- -----------
$ 29,003,798 30,077,627
============= ===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . $ 310,463 290,196
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,059 18,890
Amounts due to affiliates (note 4) . . . . . . . . . . . . . . . . . . . . . . . -- 336,414
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266,421 233,724
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,968 311,580
------------- -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . 860,911 1,190,804
------------- -----------
Other liabilities (note 2(b)). . . . . . . . . . . . . . . . . . . . . . . . . . . 302,500 302,500
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,593 59,951
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,983,503 17,219,023
------------- -----------
Commitments and contingencies (notes 1, 2, 3 and 4)
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,213,507 18,772,278
Venture partner's subordinated equity in venture . . . . . . . . . . . . . . . . . 73,558 69,004
Partners' capital accounts (deficits) (note 1):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . (201,716) (1,382)
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (277,054) (280,707)
------------- -----------
(458,770) (262,089)
------------- -----------
Limited partners (34,220.16336 Interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . 29,696,495 29,696,495
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . (12,067,971) (11,657,359)
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,453,021) (6,540,702)
------------- -----------
11,175,503 11,498,434
------------- -----------
Total partners' capital accounts (deficits). . . . . . . . . . . . . . . 10,716,733 11,236,345
------------- -----------
$ 29,003,798 30,077,627
============= ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . $ 961,923 945,501 2,856,386 2,831,772
Interest income. . . . . . . . . . . . . . . . . . . . 75,336 56,214 236,764 151,985
----------- ---------- ----------- -----------
1,037,259 1,001,715 3,093,150 2,983,757
----------- ---------- ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . 372,900 379,404 1,124,430 1,142,362
Depreciation . . . . . . . . . . . . . . . . . . . . . 175,849 197,990 532,357 593,440
Property operating expenses. . . . . . . . . . . . . . 298,839 254,439 861,224 940,230
Professional services. . . . . . . . . . . . . . . . . -- 413 55,516 62,192
Amortization of deferred expenses. . . . . . . . . . . 46,187 44,112 131,479 130,428
Management fees to corporate
general partner (note 4) . . . . . . . . . . . . . . 9,505 9,505 28,516 28,516
General and administrative . . . . . . . . . . . . . . 57,797 36,482 166,330 115,400
----------- ---------- ----------- -----------
961,077 922,345 2,899,852 3,012,568
----------- ---------- ----------- -----------
Operating earnings (loss) . . . . . . . . . . . . 76,182 79,370 193,298 (28,811)
Partnership's share of operations
of unconsolidated ventures
(notes 1, 3 and 5) . . . . . . . . . . . . . . . . . . (47,426) (5,814) (97,410) (58,313)
Venture partner's share of
venture's operations . . . . . . . . . . . . . . . . . (1,603) (1,298) (4,554) (3,611)
----------- ---------- ----------- -----------
Net earnings (loss) . . . . . . . . . . . . . . . $ 27,153 72,258 91,334 (90,735)
=========== ========== =========== ===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- -----------
Net earnings (loss) per
limited partnership
interest (note 1) . . . . . . . . . . . . . . . $ .76 2.02 2.56 (2.55)
=========== ========== =========== ===========
Cash distributions per
limited partnership
interest (note 1) . . . . . . . . . . . . . . . $ 4.00 4.00 12.00 162.00
=========== ========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 91,334 (90,735)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532,357 593,440
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . 131,479 130,428
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,410 58,313
Venture partner's share of venture's
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,554 3,611
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . (17,936) 119,207
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,705) (1,262)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91,954) (87,600)
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,532 32,115
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,434 24,010
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,169 (1,155)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (336,414) (27,233)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,697 34,332
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (54,612) 11,328
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,642 14,475
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . 464,987 813,274
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,691,722) 4,989,562
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (140) (183,870)
Purchase price adjustment (note 3(d)). . . . . . . . . . . . . . . . . . . . . . . . -- 33,210
Partnership's distributions from
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,368 1,148,273
Partnership's contributions to
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (994) --
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,084) (87,163)
------------ -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,746,572) 5,900,012
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1995 1994
------------ ------------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (215,253) (197,287)
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (410,612) (5,543,653)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (200,334) (1,383)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . (826,199) (5,742,323)
------------ -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,107,784) 970,963
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,943,718 583,134
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,835,934 1,554,097
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 1,091,733 1,108,030
============ ===========
Non-cash investing and financing activities. . . . . . . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1994 which are
included in the Partnership's 1994 Annual Report on Form 10-K (File No. 0-
17708) filed on March 25, 1995, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The accompanying consolidated financial statements include the
accounts of the Partnership and one of its ventures, JMB/Warehouse
Associates Limited Partnership (JMB/Warehouse) (note 3(d)). The effect of
all transactions between the Partnership and its consolidated venture has
been eliminated. The equity method of accounting has been applied in the
accompanying financial statements with respect to the Partnership's
interest in JMB/Hahn PDTC Associates, L.P. (Palm Desert). The Partnership,
through JMB/Warner, sold its interest in the Blue Cross Building in
November 1993 (note 3(b)).
The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture described above.
Such adjustments are not recorded on the records of the Partnership. The
net effect of these items is summarized as follows for the nine months
ended September 30:
1995 1994
------------------------ -----------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
----------- --------- ---------- ---------
Net earnings
(loss). . . . . . . . $91,334 180,025 (90,735) 357,265
Net earnings
(loss) per
limited
partnership
interest. . . . . . . $ 2.56 5.05 (2.55) 10.02
======= ======== ======== ========
The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of each period
(34,220.16336). Deficit capital accounts will result, through the duration
of the Partnership, in net gain for financial statement and Federal income
tax purposes.
Partnership distributions from unconsolidated ventures are considered
cash flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. In addition, the Partnership records
amounts held in U.S. Government obligations at cost, which approximates
market. For the purposes of these statements, the Partnership's policy is
to consider all such amounts held with original maturities of three months
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
or less ($1,593,942 and $1,784,317 at September 30, 1995 and December 31,
1994, respectively) as cash equivalents with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.
During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets to be held and used (primarily its consolidated investments in
land, buildings and improvements) whenever their carrying value cannot be
fully recovered through estimated undiscounted future cash flows from
operations and sale. The amount of the impairment loss to be recognized
would be the difference between the long-lived asset's carrying value and
the asset's estimated fair value. Any long-lived assets identified "to be
disposed of" would no longer be depreciated but adjustments for impairment
loss would be made in each period as necessary to report those assets at
the lower of historical cost and fair value less costs to sell. In certain
situations, such estimated fair value could be less than the existing non-
recourse debt which is secured by the property.
The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness. An impairment loss under SFAS 121
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not fully completed its
assessment of the impact of adopting SFAS 121, it is not anticipated that
any significant additional provisions for value impairment would be
required for the properties owned by the Partnership and its consolidated
ventures, or by the Partnership's unconsolidated ventures, in or prior to
the first quarter of 1996. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current impairment policy, without regard to the amount,
if any, of cash proceeds received by the Partnership in connection with the
disposition. Although implementation of this new accounting statement
could significantly impact the Partnership's reported earnings in a period
in which an impairment is recorded, there would be no impact on cash flows.
Further, any such impairment loss would not be recognized for Federal
income tax purposes.
Due to the uncertainty of the Partnership's ability to recover the net
carrying value of the 18 Central Shopping Center through future operations
or sale, the Partnership made a provision for value impairment on such
investment property of $2,638,820. Such provision at December 31, 1994 was
recorded to reduce the carrying value of the investment property to the
then outstanding balance of the non-recourse debt.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(2) INVESTMENT PROPERTIES
(a) General
The Partnership has acquired, either directly or through joint
ventures, two shopping centers, an office complex and five industrial
properties. During 1993, the Partnership through JMB/Warner sold its
interest in the Blue Cross Building. All of the properties owned at
September 30, 1995 were in operation.
The investment properties are pledged as security for the long-term
debt, for which there is no recourse to the Partnership.
(b) 18 Central Shopping Center
In July 1989, the Partnership acquired an existing shopping center in
East Brunswick, New Jersey known as 18 Central Shopping Center.
The Partnership acquired the shopping center for a purchase price of
$14,750,000, including the assumption of a first mortgage loan of
$10,500,000. The total cash investment of the Partnership (exclusive of
acquisition fees and expenses) was $4,355,000 including a transfer fee paid
to the mortgage lender and the holdback of $750,000, which is described
more fully below.
The mortgage loan secured by the 18 Central Shopping Center bore
interest at a rate of 10.2% per annum through its maturity on December 1,
1992. In March 1993, the Partnership modified and extended the mortgage
note to December 1, 1997, at which time the outstanding principal balance
together with all accrued interest will be due and payable. In addition,
the modification also provides the lender with additional interest equal to
50% of the "net sales proceeds" or "net appraised proceeds" (each as
defined) of the property, subject to a minimum amount of $250,000 (or, if
less, 100% of the "net sales proceeds" or "net appraised proceeds") and a
maximum amount of $450,000 of additional interest, $250,000 of which has
been reflected as other liabilities in the accompanying consolidated
financial statements. The Partnership will also be required to pay a loan
extension fee of $52,500, payable at maturity or prepayment of the loan,
which has also been reflected as other liabilities in the accompanying
consolidated financial statements. In connection with the loan
modification and extension, commencing in 1994 the Partnership is required
to deposit quarterly 95% of the "net cash flow" (as defined) from the
property, up to $750,000, and 47.5% in excess of such amount in a
collateral account to be used for the payment of tenant improvement costs,
leasing commissions, other capital expenditures and operating deficits (as
of the date of this report, $92,970 was deposited and no amounts have been
funded from this account).
An affiliate of the General Partners manages the property for a fee
equal to 4% of base and percentage rents from the property.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(3) VENTURE AGREEMENTS
(a) General
The Partnership at September 30, 1995 is party to one joint venture
agreement (Palm Desert) with Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI"), sponsored by the Corporate General Partner and an
affiliate of the seller of the joint venture interest, and one joint
venture agreement with an unaffiliated venture partner. In addition, the
Partnership was a party to a joint venture agreement with Carlyle-XVI for
JMB/Warner, which sold its interest in its property in November 1993 and
was terminated (note 3(b)). Under certain circumstances, either pursuant
to the venture agreements or due to the Partnership's obligations as
general partner, the Partnership may be required to make additional cash
contributions to the ventures. The Partnership at September 30, 1995 owns,
through the above ventures, interests in one regional shopping mall and
five industrial properties which are described below.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.
(b) JMB/Warner
In December 1987, the Partnership, through JMB/Warner acquired an
interest in the Blue Cross Building. On November 2, 1993, JMB/Warner sold
the Blue Cross Building to an unaffiliated purchaser for a sales price of
$76,909,292, of which the Partnership's share was $19,847,559. The
Partnership's share of net cash proceeds (before costs of sale and after
consideration of the prorations) was approximately $6,203,000, all of which
had been received by June 1994.
(c) Palm Desert
In December 1988, the Partnership, Carlyle-XVI and an affiliate of the
seller acquired through Palm Desert an interest in an existing, enclosed
regional shopping center known as Palm Desert Town Center in Palm Desert,
California and a leasehold interest in the underlying land.
The Partnership and Carlyle-XVI acquired their interests in Palm
Desert, subject to a first mortgage loan with an outstanding principal
balance of approximately $43,500,000, for an initial aggregate contribution
of approximately $17,400,000, all of which was paid in cash at closing, of
which the Partnership's share was approximately $2,475,000. The
Partnership's and Carlyle-XVI's initial aggregate contributions were used
to make the distribution to the joint venture partner described below and
to pay a portion of the closing costs. The joint venture partner was
obligated to make and has made contributions to Palm Desert through
December 1994 to pay any operating deficits and to pay a portion of the
returns to the Partnership and Carlyle-XVI. Amounts required to pay the
cost of tenant improvements and allowances and other capital expenditures,
as well as any operating deficits of Palm Desert after December 1994, have
been and are expected to be contributed in the future to Palm Desert 25% by
the joint venture partner and 75% by the Partnership and Carlyle-XVI in the
aggregate. Reference is made to Note 3(c) of Notes to Consolidated
Financial Statements contained in the Partnership's 1994 report on Form 10-
K for further information concerning the joint venture agreement.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The shopping center is being managed pursuant to a long-term agreement
with an affiliate of the joint venture partner. The manager is paid a fee
equal to 3% of the base and percentage rents collected under tenant leases,
increasing to 4% of the base and percentage rents for those years that the
Partnership and Carlyle-XVI have received their current cash return and all
of their cumulative preferred return for current and previous periods. In
addition, under the terms of the management agreement, the manager or an
affiliate will be entitled to receive compensation for leasing services.
(d) JMB/Warehouse
On January 21, 1992, the Partnership and an unaffiliated entity formed
JMB/Warehouse to acquire and operate certain industrial properties located
in Houston, Texas. The Partnership, as sole general partner, has a 99%
interest in JMB/Warehouse. The unaffiliated venture partner ("Warehouse"),
as a limited partner, has a 1% interest in JMB/Warehouse.
On January 21, 1992, JMB/Warehouse purchased Minimax #2, Minimax #3,
1801 West Belt and Pine Forest #17 (the "Houston Properties") for an
aggregate purchase price, excluding closing costs, of $9,182,830, of which
$2,394,728 was paid, in cash, at closing. In February 1993, JMB/Warehouse
purchased Silber #1, for a purchase price, excluding closing costs, of
$3,000,000 of which $2,000,000 was paid, in cash, at closing. In addition,
JMB/Warehouse expects to spend up to $874,000, in the aggregate, for
certain physical improvements and other capital costs relating to the
Houston Properties and Silber #1 which were identified at the time of
purchase. As of September 30, 1995, approximately $710,000 of such amounts
have been spent. JMB/Warehouse's aggregate cash investment in Silber #1 is
approximately $2,190,000 of which the Partnership's share is approximately
$2,168,000. The balance of the purchase price for the Houston Properties
was represented in part by three JMB/Warehouse non-recourse purchase money
notes that are secured, individually, by Minimax #2, Minimax #3 and 1801
West Belt in the aggregate amount of $4,400,057. JMB/Warehouse also
assumed the existing mortgage secured by Pine Forest #17, which had an
outstanding loan balance of $2,388,045 at closing. A portion of Silber
#1's purchase price was funded by a $1,000,000 first mortgage note bearing
interest at a rate of 8.75% per annum. In July 1993, JMB/Warehouse prepaid
principal of $101,736, $141,321 and $152,802 on the Minimax #2, Minimax #3
and 1801 West Belt purchase money notes, respectively. Consequently,
JMB/Warehouse's aggregate cash investment in the Houston Properties is
approximately $3,475,000, excluding certain acquisition and closing costs,
of which the Partnership's share is approximately $3,440,000.
The seller of Minimax #2, Minimax #3, 1801 West Belt and Silber #1 has
provided JMB/Warehouse with a rent guarantee for five tenant spaces with an
aggregate building area of approximately 146,318 square feet. Under the
rent guarantee, the seller remitted monthly rent guarantee payments, as
defined, to JMB/Warehouse for vacant space covered by the rent guarantee
through the earlier of (i) January 21, 1995; or (ii) the date at which rent
commences for a lease for such space. As of February 1994, the Partnership
leased all of the space related to the rent guarantee. Therefore,
JMB/Warehouse did not receive rent guarantee payments for any subsequent
period. Rent guarantee payments received ($141,070 through December 31,
1993 and an additional $33,210 received in June 1994) have been used to
reduce the original purchase price on these properties.
The properties are managed under an agreement pursuant to which the
manager manages the properties, collects all receipts from operations and,
to the extent available from such receipts, pays all expenses of the
properties for a fee of 3% of gross receipts from the properties.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(4) TRANSACTIONS WITH AFFILIATES
Pursuant to the terms of the Partnership Agreement, the General
Partners deferred their share of net cash flow of the Partnership due to
them over a five-year period ending December 1994, to the receipt by the
Holders of Interests of a 5% per annum cumulative non-compounded return on
their Current Capital Accounts (as defined) through such five-year period.
These deferred amounts consisted of the Corporate General Partner's
management fees and the remainder representing the General Partners'
distributive share of net cash flow. In April 1995, the Partnership paid
the cumulative combined amount of such deferred distributions and
management fees which aggregated $188,948 and $314,876, respectively, to
the General Partners. All amounts deferred did not bear interest and were
paid in full.
Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties. In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager's assets is acting as the
property manager of the Houston Properties after the sale on the same terms
that existed prior to the sale.
Fees, commissions and other expenses required to be paid by the
Partnership (and its consolidated ventures) to the General Partners and
their affiliates as of September 30, 1995 and for the nine months ended
September 30, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Unpaid at
September 30,
1995 1994 1995
-------- ------- -------------
<S> <C> <C> <C>
Property management fees . . . . . $ 64,330 103,906 --
Management fees to
corporate general partner . . . . 28,515 28,517 --
Insurance commissions. . . . . . . 2,959 -- --
Reimbursement (at cost)
for out-of-pocket
expenses and salaries
and salary-related
expenses. . . . . . . . . . . . . 54,148 48,977 --
-------- ------- ---------
$149,952 181,400 --
======== ======= =========
</TABLE>
The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries (and salary related expenses) of their officers
and employees and direct expenses of the Corporate General Partner and its
affiliates relating to the administration of the Partnership and operation
of the Partnership's properties. Such costs related to the administration
of the Partnership were $54,079 and $96,962 for the nine months ended
September 30, 1995 and the twelve months ended December 31, 1994,
respectively, all of which were paid as of September 30, 1995.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
The Corporate General Partner of the Partnership has determined to use
independent third-parties to perform certain administrative services
beginning in the fourth quarter of 1995. Use of such third-parties, is not
expected to have a material effect on the operations of the Partnership.
(5) INVESTMENT IN UNCONSOLIDATED VENTURE
Summary financial information for Palm Desert for the nine months
ended September 30, 1995 and 1994 is as follows:
1995 1994
----------- -----------
Total income . . . . . . . . $ 8,066,689 7,665,842
Expenses applicable
to operating income. . . . 9,254,781 8,812,539
----------- -----------
Net earnings (loss). . . . . $(1,188,092) (1,146,697)
=========== ===========
Partnership's share
of earnings (loss) . . . . $ (97,410) (58,313)
=========== ===========
(6) ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1995 and for the three and nine months ended September 30, 1995 and 1994.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
At September 30, 1995, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $2,836,000. Such cash and
cash equivalents and short-term investments of approximately $2,088,000 are
available for distributions to partners, capital improvements including
certain capital and major repair projects to be completed over the next few
years at the 18 Central Shopping Center, and working capital requirements.
The Partnership and its consolidated venture have currently budgeted in
1995 approximately $278,000 for tenant improvements and other capital
expenditures, including leasing costs at 18 Central Shopping Center as
described below. The Partnership's share of such items, including its
share of such items for its unconsolidated venture, in 1995 is currently
budgeted to be approximately $364,000. These amounts are lower than
originally estimated due to deferred projects at 18 Central Shopping
Center. Actual amounts expended in 1995 may vary depending on a number of
factors including actual leasing activity, results of property operations,
liquidity considerations and other market conditions over the course of the
year. The source of capital for such items and for both short-term and
long-term future liquidity and distributions in addition to current cash
and short-term investments, is expected to be through cash generated by the
Partnership's investment properties, and from the sale and refinancing of
the Partnership's remaining investment properties. Because the cash flow
from the Blue Cross Building was a significant portion of the Partnership's
total operating cash flow, beginning in 1994, distributions from operations
were reduced. Pursuant to the Partnership Agreement, the General Partners
deferred over a five-year period their share of net cash flow and
management fees of the Partnership to the receipt by Holders of Interest of
a specified return through December 1994. The cumulative amount of such
deferrals was $503,824 and was paid in full in April 1995. Beginning in
1995, the General Partners are receiving partnership management fees and
distributions of net cash generated from operations on a current basis.
Reference is made to Note 4.
The borrowings of the Partnership and its ventures consist of separate
non-recourse mortgage loans secured by the investment properties
individually and are not obligations of the entire investment portfolio.
For any particular investment property that is incurring deficits or for
which the existing financing has matured, the Partnership or its ventures
may seek a modification or refinancing of the existing indebtedness and, in
the absence of a satisfactory debt modification or refinancing, may decide,
in light of the then existing and expected future market conditions for
such investment property, not to commit additional funds to such investment
property. This would result in the Partnership no longer having an
ownership interest in such property and generally would result in gain to
the Partnership for financial reporting and Federal income tax purposes
with no corresponding distributable proceeds.
The Partnership received through December 1994 preferred returns of
annual cash flow with respect to the Palm Desert Town Center investment
property through contributions from its unaffiliated joint venture partner.
Since the preferred return period has expired, the Partnership's share of
cash flow is dependent upon to the operations of the property.
In December 1992, the mortgage loan, secured by the 18 Central
Shopping Center became due and payable. In March 1993, the Partnership
modified and extended the loan to December 1997. In connection with the
loan modification and extension, commencing in 1994 the Partnership is
required to deposit 95% of the "net cash flow" (as defined) from the
property up to $750,000 and 47.5% in excess of such amount in a collateral
account to be used for the payment of tenant improvement costs, leasing
commissions, other capital expenditures and operating deficits (as of the
date of this report $92,970 was deposited). Reference is made to Note
2(b). In addition, the property requires certain capital and tenant
improvement projects, to be completed over the next several years. These
costs, which are estimated to be approximately $200,000, are currently
budgeted to be paid out of the Partnership's working capital and cash flow
from other investment properties. Due to the uncertainty of the
Partnership's ability to recover the net carrying value of the 18 Central
Shopping Center through future operations or sale, the Partnership made a
provision for value impairment on such investment property of $2,638,820.
Such provision at December 31, 1994 was recorded to reduce the carrying
value of the investment property to the then outstanding balance of the
related non-recourse debt. Reference is made to Note 1. In 1997 tenant
leases representing approximately 33,000 square feet (approximately 38% of
the building) expire. Not all of these leases are expected to renew.
During 1995, the Partnership negotiated a five year lease extension on
approximately 59,000 square feet (approximately 9% of the building) for a
major tenant at the Houston Properties. Previously, the tenant had three
leases which expired at various dates in 1996. The new five year leases
commence at the various expirations and expire at various dates in 2001.
The rental rate achieved under these extensions is less than the rate under
the current leases.
While real estate markets are recuperating, highly competitive market
conditions continue to exist in most locations. The Partnership's
philosophy and approach has been to aggressively and creatively manage the
Partnership's real estate assets to attract and retain tenants. Net
effective rents to the landlord from renewal tenants are much more
favorable than lease terms which can be negotiated with new tenants.
However, the Partnership's capital resources must also be preserved and
allocated in such a manner as to maximize the total value of the portfolio.
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited.
As previously reported, the Partnership has held certain of its
investment properties longer than originally anticipated in an effort to
maximize the return to the Limited Partners. After reviewing the remaining
properties and their competitive marketplace, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of the
remaining assets as quickly as practicable. Therefore, the affairs of the
Partnership are expected to be wound up no later than 1999, (sooner if the
properties are sold or disposed of in the nearer term) barring unforeseen
economic developments. Although the Partnership expects to distribute sale
proceeds from the disposition of the Partnership's remaining assets,
without a dramatic improvement in market conditions, Limited Partners will
receive significantly less than their original investment. In an effort to
reduce the Partnership's administrative expenses, the Partnership has
elected to change to a semi-annual distribution from operations beginning
with the third quarter of 1995.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents and the corresponding
increase in short-term investments at September 30, 1995 as compared to
December 31, 1994 is due primarily to the majority of the Partnership's
investments in U.S. Government obligations being classified as cash
equivalents at December 31, 1994 as compared to the Partnership's holdings
being primarily classified as short-term investments at September 30, 1995.
The aggregate decrease in cash and cash equivalents and short-term
investments is primarily due to the payment of deferred partnership
management fees and distributions to the General Partners. (Reference is
made to Notes 1 and 4).
The increase in interest, rents and other receivables at September 30,
1995 as compared to December 31, 1994 is primarily due to the timing of
receipt of interest related to the Partnership's U.S. Government
obligations.
The increase in prepaid expenses at September 30, 1995 as compared to
December 31, 1994 is primarily due to the timing of payment of insurance
premiums at the 18 Central Shopping Center.
The increase in escrow deposits at September 30, 1995 as compared to
December 31, 1994 is primarily due to the Partnership funding the quarterly
cash flow deposit at the 18 Central Shopping Center as required by the
mortgage loan extension agreement. (Reference is made to Note 2).
The decrease in investment in unconsolidated venture, at equity at
September 30, 1995 as compared to December 31, 1994 is primarily due to
operating losses at the Palm Desert investment property.
The decrease in deferred expenses at September 30, 1995 as compared to
December 31, 1994 is primarily due to the amortization of loan costs at the
18 Central Shopping Center.
The decrease in the balance of accrued rents receivable at September
30, 1995 as compared to December 31, 1994 is primarily due to the
Partnership accruing rental income for certain major tenant leases at
certain investment properties over the full period of occupancy rather than
as due per the terms of their respective leases.
The increase in accounts payable at September 30, 1995 as compared to
December 31, 1994 is primarily due to the timing of payment of expenses at
the Houston Properties.
The decrease in amounts due to affiliates at September 30, 1995 as
compared to December 31, 1994 is primarily due to the payment of deferred
management fees to the corporate general partner. (Reference is made to
Note 4).
The decrease in accrued real estate taxes at September 30, 1995 as
compared to December 31, 1994 is primarily due to the timing of real estate
tax payments at the Houston Properties.
The increase in interest income for the three and nine months ended
September 30, 1995 as compared to the three and nine months ended September
30, 1994 is primarily due to an increase in 1995 in the average daily
balance of U.S. Government obligations and an increase in 1995 in the
average interest rate earned on funds invested.
The decrease in depreciation expense for the three and nine months
ended September 30, 1995 as compared to the three and nine months ended
September 30, 1994 is primarily due to the $2,638,820 provision for value
impairment recorded in 1994 for the 18 Central Shopping Center to reduce
the net carrying value to the then outstanding balance of the related non-
recourse financing. (Reference is made to Note 1).
The decrease in property operating expenses for the nine months ended
September 30, 1995 as compared to the nine months ended September 30, 1994
is primarily due to snow removal and roof repair expenses incurred at the
18 Central Shopping Center in 1994 due to the severe winter weather.
The increases in general and administrative expenses for the three and
nine months ended September 30, 1995 as compared to the three and nine
months ended September 30, 1994 are attributable primarily to an increase
in reimbursable costs to affiliates of the General Partners in 1995 and the
recognition of certain additional prior year reimbursable costs to such
affiliates. Reference is made to Note 4.
The decrease in Partnership's share of operations of unconsolidated
venture for the three and nine months ended September 30, 1995 as compared
to the three and nine months ended September 30, 1994 is primarily due to
the Partnership's venture partner at Palm Desert Shopping Center completing
its obligation to fund deficits resulting in a change in the profit and
loss allocations commencing in 1995. (Reference is made to Notes 3 and 5.)
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties:
<CAPTION>
1994 1995
-------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Palm Desert Town Center
Palm Desert, California . . . . . 97% 95% 96% 97% 97% 96% 93%
2. 18 Central Shopping Center
East Brunswick, New Jersey. . . . 88% 93% 93% 91% 91% 82% 82%
3. Minimax #2,
Houston, Texas (a). . . . . . . . 100% 100% 100% 100% 100% 100% 100%
4. Minimax #3,
Houston, Texas (a). . . . . . . . 100% 91% 100% 100% 100% 100% 100%
5. 1801 West Belt
Houston, Texas (a). . . . . . . . 100% 100% 100% 100% 100% 100% 100%
6. Pine Forest #17
Houston, Texas. . . . . . . . . . 100% 100% 100% 100% 100% 100% 100%
7. Silber #1
Houston, Texas (a). . . . . . . . 100% 100% 100% 100% 100% 100% 100%
<FN>
- - --------------------
(a) This investment property has been 100% leased through February 1994 pursuant to the rent guarantee
agreement entered into in connection with the Partnership's acquisition of the property.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
4-A. The Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus and the Assignment
Agreement set forth as Exhibit B to the Prospectus, copies of which are
hereby incorporated by reference to Exhibit 3 and Exhibit 4-A to the
Partnership's report on Form 10-K for December 31, 1992 (File No. 0-17708)
dated March 19, 1993.
4-B.
through
4-D. Copies of documents relating to certain purchase money
notes secured by Minimax 2, Minimax 3 and 1801 West Belt are hereby
incorporated by reference to Exhibits 4-B through 4-D to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
4-E. Copy of documents relating to the mortgage loan
secured by Pine Forest #17 are hereby incorporated by reference to Exhibit
4-E to the Partnership's report for December 31, 1992 on Form 10-K (File
No. 0-17708) dated March 19, 1993.
4-F. Copy of document relating to the conditional consent
letter agreement secured by the 18 Central Shopping Center are hereby
incorporated by reference to Exhibit 4-F to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
4-G. Copy of documents relating to mortgage loan secured by
Silber #1 is hereby incorporated by reference to Exhibit 4-G to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-17708)
dated March 25, 1994.
4-H. Copy of document relating to the modification of the
mortgage loan secured by 18 Central Shopping Center is hereby incorporated
by reference to Exhibit 4-H to the Partnership's report for December 31,
1993 on Form 10-K (File No. 0-17708) dated March 25, 1994.
10-A. Copy of Agreement together with certain documents
relating to purchase of an interest in Palm Desert Town Center, Palm
Desert, California is hereby incorporated herein by reference to Post-
Effective Amendment No. 4 to the Partnership's Registration Statement on
Form S-11 (File No. 33-9607) dated February 28, 1989.
10-B. Copy of Agreement together with certain documents
relating to the purchase of the 18 Central Shopping Center, East Brunswick,
New Jersey is hereby incorporated herein by reference to Post-Effective
Amendment No. 7 to the Partnership's Registration Statement on Form S-11
(File No. 33-9607) dated July 31, 1989.
10-C. Copy of Purchase and Sale Agreement together with the
Lease Guarantee Agreement for Minimax 2, Minimax 3 and 1801 West Belt are
hereby incorporated by reference to Exhibit 10-C to the Partnership's
report for December 31, 1992 on Form 10-K (File No. 0-17708) dated March
19, 1993.
10-D. Copy of Purchase and Sale Agreement for the
acquisition of Pine Forest #17 is hereby incorporated by reference to
Exhibit 10-D to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-17708) dated March 19, 1993.
10-E. Copies of Limited Partnership Agreement and Formation
of Partnership Agreement relating to JMB/Warehouse Associates are hereby
incorporated by reference to Exhibit 10-E to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-17708) dated March 19, 1993.
10-F. Copy of Purchase and Sale Agreement for the
acquisition of Silber #1 is hereby incorporated by reference to Exhibit 10-
G to the Partnership's report for December 31, 1993 on Form 10-K (File No.
0-17708) dated March 25, 1994.
27. Financial Data Schedule
(b) The following reports on Form 8-K were filed since the
beginning of the last quarter of the period covered by this report.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 9, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000804214
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVII
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,835,934
<SECURITIES> 2,088,283
<RECEIVABLES> 395,076
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,319,293
<PP&E> 26,211,673
<DEPRECIATION> 3,898,099
<TOTAL-ASSETS> 29,003,798
<CURRENT-LIABILITIES> 860,911
<BONDS> 16,983,503
<COMMON> 0
0
0
<OTHER-SE> 10,716,733
<TOTAL-LIABILITY-AND-EQUITY> 29,003,798
<SALES> 2,856,386
<TOTAL-REVENUES> 3,093,150
<CGS> 0
<TOTAL-COSTS> 1,525,060
<OTHER-EXPENSES> 250,362
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,124,430
<INCOME-PRETAX> 193,298
<INCOME-TAX> 0
<INCOME-CONTINUING> 91,344
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91,344
<EPS-PRIMARY> 2.56
<EPS-DILUTED> 2.56
</TABLE>
