<PAGE> 1
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 Quarter Ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16285
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
---------------------------------------------------------
(Exact name of registrant as specified in its partnership
agreement)
MARYLAND 52-1490861
- -----------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of the organization) Identification No.)
100 Light Street - Baltimore, MD 21202
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(410)539-0000
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(Registrant's telephone number, including area code)
111 South Calvert Street - Baltimore, MD 21203-1476
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(Former address)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENTS OF NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------- -----------
(Unaudited)
ASSETS (Liquidation Basis):
<S> <C> <C>
Investment in real estate $14,587,886 $22,796,248
Cash and cash equivalents 2,724,186 5,245,307
Tenant accounts receivable 360,932 367,393
Escrows 99,582 178,757
Other assets 41,750 160,059
----------- -----------
Total assets 17,814,336 28,747,764
----------- -----------
LIABILITIES (Liquidation Basis):
Long-term debt 12,133,596 19,429,050
Interest payable 1,465,344 1,417,295
Accounts payable and accrued expenses 182,077 161,607
Security deposits 68,758 103,175
Due to related parties 9,848 70,436
----------- -----------
Total liabilities 13,859,623 21,181,563
----------- -----------
Net assets in liquidation $ 3,954,713 $ 7,566,201
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 3
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENT OF CHANGES OF NET ASSETS IN LIQUIDATION
for the period from January 1, 1998 to March 31, 1998
<TABLE>
<S> <C>
Net assets in liquidation at December 31, 1997 $7,566,201
----------
Increase (decrease) during the period:
Operating activities:
Interest income 49,870
Leasing commissions (33,454)
Net loss from operating activities (27,904)
----------
(11,488)
----------
Liquidating activities:
Distributions to partners (3,600,000)
----------
(3,600,000)
----------
Net decrease in net assets in liquidation (3,611,488)
----------
Net assets in liquidation at March 31, 1998 $3,954,713
==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 4
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the quarter ended
March 31, 1997
---------------------
<S> <C>
Income:
Rental income $1,338,422
Tenant reimbursement income 264,117
----------
Total income 1,602,539
----------
Operating expenses:
Interest expense 662,044
Depreciation 340,661
Repairs and maintenance 230,941
Taxes and insurance 187,355
Management and leasing to related parties 87,000
Amortization 32,509
Other expenses 238,692
----------
Total operating expenses 1,779,202
----------
Loss from rental operations (176,663)
Other income:
Interest income 34,905
----------
Net loss $ (141,758)
==========
Net loss allocated to general partners $ (1,418)
==========
Net loss allocated to assignee
limited partners $ (140,340)
==========
Net loss allocated to assignee
limited partners per unit (1,200,000
units issued and outstanding) $ (0.12)
==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 5
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
March 31, 1997
--------------------------
<S> <C>
Cash flows from operating activities:
Net loss $ (141,758)
----------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 373,170
Changes in operating assets and liabilities:
Increase in tenant accounts receivable, net (8,264)
Decrease in prepaid expenses and other assets 136,140
Increase in accounts payable and accrued
expenses and other liabilities 15,184
Increase in accrued interest payable 107,440
Increase in due to related parties 640
----------
Total adjustments 624,310
----------
Net cash provided by operating activities 482,552
----------
Cash flows from investing activities:
Improvements of real estate (62,762)
----------
Net cash used in investing activities (62,762)
----------
Cash flows from financing activities:
Retirement of long-term debt (300,000)
Principal payments on long-term debt (155,038)
Financing fees (97,234)
----------
Net cash used in financing activities (552,272)
----------
Net decrease in cash and cash equivalents (132,482)
Cash and cash equivalents at beginning of period 3,051,221
----------
Cash and cash equivalents at end of period $2,918,739
==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 554,604
==========
</TABLE>
The accompanying notes are an integral part of this statement
<PAGE> 6
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 1998
--------------
NOTE A - BASIS OF PRESENTATION:
The accompanying unaudited financial statements of Mid-Atlantic Centers
Limited Partnership (the "Partnership") have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
necessary for a fair presentation have been included. All adjustments
made in the interim period were of a normal recurring nature. Operating
results of any interim period are not necessarily indicative of the
results that may be expected for a full year. These financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Partnership's annual report on Form
10-K for the year ended December 31, 1997.
Liquidation Basis of Accounting
Effective December 31, 1997, the general partners determined to
liquidate the partnership and adopt a plan of liquidation. This plan
consists of selling, or otherwise disposing of the Partnership's
remaining shopping centers, liquidating all assets remaining after the
sale of the shopping centers, and distributing the net proceeds to the
assignee limited partners.
The Partnership adopted the liquidation basis of accounting effective
December 31, 1997. Under the liquidation basis of accounting, assets
are stated at their estimated net realizable values and liabilities are
stated at their anticipated payable amounts. The valuation of assets
and liabilities necessarily requires estimates and assumptions, and
there are uncertainties in carrying out the dissolution of the
Partnership. The actual values upon dissolution and costs associated
therewith could be higher or lower than the amounts recorded.
The accompanying statements of net assets in liquidation and statement
of changes of net assets in liquidation reflect the transactions of the
Partnership utilizing liquidation accounting concepts as required by
generally accepted accounting principles. Prior to December 31, 1997,
the Partnership recorded results of operations using the accrual basis
of accounting. Comparison of results to prior years, therefore, is not
meaningful.
Investment in Real Estate
Investment in real estate at March 31, 1998 and December 31, 1997
consists of land, buildings and improvements which are stated at
estimated liquidation value. Investment in real estate at March 31,
1998 includes values for Quality Center, Woodlawn Village and Tarrytown
Mall as described in Note D - Sale of Certain Shopping Centers and Plan
of Liquidation.
<PAGE> 7
Rental Income
Certain leases provide for either abatement of rents or scheduled rent
increases over the life of the lease. Prior to the date of the
adoption of the plan of liquidation, rental income was recorded on a
straight-line basis of equal monthly payments over the respective terms
of such leases. The balance of these receivables were written off upon
adoption of liquidation accounting.
Statement of Cash Flows
For purposes of the statement of cash flows as of March 31, 1997, the
Partnership considers cash in banks, commercial paper and repurchase
agreements with original maturities of less than three months to be
cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE B - RELATED PARTY TRANSACTIONS:
During the quarter ended March 31, 1998, the Partnership paid First
Washington Management, Inc., an affiliate of FW Realty Limited
Partnership, one of the general partners, $42,417 and Legg Mason Realty
Capital, Inc., an affiliate of Realty Capital IV Limited Partnership,
the other general partner, $33,412 for management fees and
reimbursement of operating expenses. At March 31, 1998, an aggregate
of $9,848 was payable to First Washington Management, Inc. and Legg
Mason Realty Capital, Inc. for management fees and reimbursement of
operating expenses.
NOTE C - PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS:
Partnership allocations and distributions are made in the manner
prescribed by the Partnership Agreement and as more fully described in
Note F to the Partnership's financial statements in the annual report
on Form 10-K for the year ended December 31, 1997.
In February 1998, the Partnership made a cash distribution totaling
$3,600,000 or $3 per Assignee Limited Partnership Unit ("Unit") to
Unitholders of record as of February 1, 1998. This distribution
represented proceeds from the sale of shopping centers.
NOTE D - SALE OF CERTAIN SHOPPING CENTERS AND PLAN OF LIQUIDATION
On January 29, 1998, the Partnership sold Lynnwood Place Shopping
Center to an unrelated third party for a contract price of $6,365,000.
The carrying value of this property had been adjusted at December 31,
1997 to reflect the actual sale transaction and estimated operating
<PAGE> 8
revenues and expenses expected to be recorded in 1998 for the period
prior to the sale.
On March 2, 1998, the Partnership sold Edgewood Plaza Shopping Center
to an unrelated third party for a contract price of $2,220,000. The
carrying value of this property had been adjusted at December 31, 1997
to reflect the actual sale transaction and estimated operating revenues
and expenses expected to be recorded in 1998 for the period prior to
the sale.
On March 27, 1998, the Partnership entered into an agreement to sell
Quality Center Shopping Center to an unrelated third party for a
contract price of $4,480,000. The transaction is scheduled to close in
May 1998. Although the contract purchaser's deposit of $150,000 is
subject to risk of forfeiture subject only to limited conditions, there
can be no assurance that the transaction will close. The carrying value
of this property has been adjusted at March 31, 1998 to reflect this
proposed sale transaction and estimated operating revenues and expenses
expected to be recorded prior to closing.
On April 30, 1998, the Partnership sold Woodlawn Village Shopping
Center to an unrelated third party for a contract price of $2,375,000.
The carrying value of this property has been adjusted at March 31, 1998
to reflect the actual sale transaction and estimated operating revenues
and expenses expected to be recorded in 1998 for the period prior to
the sale.
The disposition of Tarrytown Mall is expected to be resolved following
discussions with that center's mortgage lenders. The appraisal value
of this property as of December 1, 1997 was below the level of the
outstanding mortgage debt on the property. As a result, the carrying
value of this property has been adjusted at March 31, 1998 and December
31, 1997 to the outstanding balance of the mortgage debt on the
property and accrued interest as of the respective dates. The
Partnership's net equity in Tarrytown Mall is effectively zero.
In February and May 1998, the Partnership made distributions totaling
$3,600,000 and $2,400,000, respectively, to the limited partners. These
distributions represented proceeds from the sale of shopping centers.
It is the plan of the general partners to make one additional
distribution to the limited partners subsequent to the liquidation of
all partnership assets and satisfaction of all partnership liabilities.
The net amount ultimately available for distribution from the
liquidated partnership depends on factors which cannot be predicted
with certainty such as the amounts realized on the sale of remaining
assets, carrying costs of the assets prior to sale, collection of
receivables, settlement of claims and commitments and the amount of
revenue and expenses of the Partnership until completely liquidated.
NOTE E - SUBSEQUENT EVENTS
On April 30, 1998, the Partnership sold Woodlawn Village Shopping
Center as discussed in Note D. The sale of this center resulted in a
net gain which has been reflected in the net realizable value of the
investment in real estate on the accompanying statement of net assets
in liquidation as of March 31, 1998.
<PAGE> 9
As stated above in Note D, in May 1998, the Partnership made a cash
distribution totaling $2,400,000 or $2 per Unit to Unitholders of
record as of May 1, 1998. This distribution represents proceeds from
the sale of shopping centers.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The matters discussed in this Form 10-Q include forward-looking
statements as contemplated by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements which relate to
future operations, strategies, financial results, or other
developments. Forward-looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant
business, economic and competitive risks, uncertainties and
contingencies, many of which are beyond the Partnership's control and
many of which, with respect to future business decisions, are subject
to change. These risks, uncertainties and contingencies can affect
actual results and could cause actual results to differ materially from
those expressed in any forward-looking statements made by the
Partnership.
The General Partners approved a plan of liquidation effective December
31, 1997. The plan provides that the Partnership sell or otherwise
dispose of the Partnership's remaining shopping centers, liquidate all
assets remaining after sale of the shopping centers and distribute net
proceeds to the assignee limited partners in 1998. The Partnership
adopted the liquidation basis of accounting effective December 31,
1997. Prior to that date, the Partnership recorded results of
operations using the accrual basis of accounting.
Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their
anticipated settlement amounts. The valuation of assets and
liabilities necessarily requires many estimates and assumptions, and
there are substantial uncertainties in carrying out the dissolution of
the Partnership. The actual values upon dissolution and costs
associated therewith could be higher or lower than the amounts
recorded. In connection with the planned liquidation, the Partnership
has recorded a reserve for additional expenses to reflect the
Partnership's estimate of the costs associated with the liquidation.
The Partnership's rental income from its shopping center properties
consists of base rents from tenants occupying space in each shopping
center. In addition, certain leases provide for additional rent
computed based on a percentage of gross sales in excess of specified
levels. In some cases, leases provide for rent abatements and
scheduled rent increases over the life of the lease. Prior to the
adoption of liquidation basis of accounting, to the extent a lease
provided for rent abatements or adjustments, the Partnership, in
<PAGE> 10
accordance with generally accepted accounting principles, recognized
rental income on the basis of equal monthly payments over the term of
such lease. The balance of the receivables related to the recording of
rental income on a straight-line basis were written off upon adoption
of liquidation accounting.
CASH FLOW
The Partnership recorded a $2,521,121 net decrease in cash and cash
equivalents in the three months ended March 31, 1998. The decrease in
cash and cash equivalents is primarily attributable to the payment of
distributions to limited partners totaling $3,600,000 in February 1998
which was offset in part by net proceeds from the sales of Lynnwood
Place Shopping Center and Edgewood Plaza Shopping Center. The sale of
Lynnwood Place on January 29, 1998 and Edgewood Plaza on March 2, 1998
contributed approximately $249,000 and $912,000, respectively, to cash
and cash equivalents after payment of mortgage debt and transaction
expenses related to the sale. See the discussions of the sales of
Lynnwood Place and Edgewood Plaza in Liquidity and Capital Resources
herein.
LIQUIDITY AND CAPITAL RESOURCES
The cash and cash equivalents position of the Partnership at March 31,
1998 decreased $2,521,121 from that at December 31, 1997.
On January 29, 1998, the Partnership sold Lynnwood Place Shopping
Center to an unrelated third party for a contract price of $6,365,000.
The carrying value of this property had been adjusted at December 31,
1997 to reflect the actual sale transaction and estimated operating
revenues and expenses expected to be recorded in 1998 for the period
prior to the sale. Net proceeds from the sale, after satisfaction of
the mortgage debt and transaction expenses and adjustments for mortgage
escrow balances, were approximately $249,000 or $0.21 per Assignee
Limited Partnership Unit ("Unit") which approximates the appraised net
equity of Lynnwood Place included in the appraised value of the
Partnership's portfolio at the end of 1997.
On March 2, 1998, the Partnership sold Edgewood Plaza Shopping Center
to an unrelated third party for a contract price of $2,220,000. The
carrying value of this property had been adjusted at December 31, 1997
to reflect the actual sale transaction and estimated operating revenues
and expenses expected to be recorded in 1998 for the period prior to
the sale. Net proceeds from the sale, after satisfaction of the
mortgage debt and transaction expenses and adjustments for mortgage
escrow balances, were approximately $912,000 or $0.76 per Unit which
approximates the appraised net equity of Edgewood Plaza included in the
appraised value of the Partnership's portfolio at the end of 1997.
On April 30, 1998, the Partnership sold Woodlawn Village Shopping
Center to an unrelated third party for a contract price of $2,375,000.
Net proceeds from the sale, after payment of the outstanding mortgage
balance and expenses of sale and adjustments for mortgage escrow
balances, were approximately $500,000 or $0.42 per Unit which slightly
exceeds the appraised net equity of Woodlawn Village included in the
appraised value of the Partnership's portfolio at the end of 1997.
<PAGE> 11
In February 1998, the Partnership made a cash distribution totaling
$3,600,000 or $3 per Unit to Unitholders of record as of February 1,
1998. This distribution represented proceeds from the sale of shopping
centers. As of March 31, 1998, cumulative cash distributions of
$17,447,888 and $62,391 had been made to Limited Partners and General
Partners, respectively.
Subsequent to March 31, 1998, as a result of receipt of the net
proceeds from the sale of Woodlawn Village and prior sale transactions,
the Partnership made a cash distribution of $2,400,000 or $2 per Unit
payable to Unitholders of record as of May 1, 1998. This distribution
is from net sales proceeds and directly reduces the net asset value of
the Partnership.
The General Partners intend to make a final distribution to Unitholders
subsequent to the liquidation of all partnership assets and provision
for all partnership liabilities. It is the goal of the General
Partners to accomplish this liquidation in the current calendar year.
The net amount ultimately available for distribution depends on several
factors, particularly amounts realized on the sale of the remaining
assets, carrying costs of the assets prior to sale, collection of
receivables, settlement of claims and commitments and the amount of
revenues and expenses of the Partnership until completely liquidated.
The Partnership continues to own Quality Center and Tarrytown Mall.
Quality Center is under contract of sale as discussed below. The
disposition of Tarrytown Mall will be resolved following discussions
with that center's mortgage lenders. As a result of an appraised value
of Tarrytown Mall below the outstanding balance of non-recourse debt,
the Partnership has estimated its net equity in that property at zero.
The Partnership has entered into an agreement to sell Quality Center to
an unrelated third party for a contract price of $4,480,000. The
transaction is scheduled to close in May. The net proceeds from the
sale, after payment of the related mortgage debt and transaction
expenses, are expected to be approximately $595,000 or $0.50 per Unit
which approximates the appraised net equity of Quality Center included
in the appraised value of the Partnership's portfolio at the end of
1997. Although the contract purchaser's deposit of $150,000 is subject
to risk of forfeiture subject only to limited conditions, there can be
no assurance that the transaction will close.
The Quality Center mortgage, which had an outstanding principal balance
of $3,645,906 at March 31, 1998, matures on August 1, 1998. The
Partnership anticipates that the Partnership will close the sale of
this property prior to the maturity date of August 1, 1998. If the
Partnership is unable to sell this property, extend this loan or
refinance on acceptable terms, the Partnership may be required to seek
additional borrowing or default on its obligation.
At March 31, 1998, Tarrytown Mall was subject to $6,722,437 in mortgage
indebtedness, of which $1,337,440 is a first trust mortgage and
$5,384,997 is a second trust mortgage. In addition, at March 31, 1998,
$12,104 in interest was accrued with respect to the first mortgage and
$1,409,632 in interest was accrued with respect to the second mortgage.
Both the first and second mortgages (principal and interest) are
nonrecourse to the Partnership. The first trust mortgage requires
principal payments of $22,500 per month until June 30, 1998 when
required principal payments are scheduled to increase to $54,000 per
<PAGE> 12
month. The Partnership is unable to predict whether cash flow from
operations at Tarrytown Mall will be sufficient to meet the July 1998
scheduled increase in the monthly principal payments under the first
trust mortgage.
The second trust mortgage requires that after payment of first trust
debt service and capital improvements made with respect to Tarrytown
Mall, net cash flow from operations from that center be applied to
second trust mortgage interest and principal curtailments. To the
extent that net cash flow is insufficient to make second trust debt
service payments, unpaid interest on the second trust loan is accrued
rather than paid. Accrued and unpaid interest bears interest at 8% per
annum and is due at the maturity of the loan or earlier to the extent
net cash flow is available.
In accordance with liquidation accounting, the Partnership adjusted the
carrying value of Tarrytown Mall to the sum of the outstanding balance
of the mortgage debt on the property and accrued interest as of March
31, 1998 and December 31, 1997. In addition, escrow balances and other
assets related to Tarrytown Mall were written off to reflect the assets
at their estimated realizable values. Interest payable in the
Partnership's financial statements includes approximately $1,421,736
with respect to Tarrytown Mall, which is payable out of cash flow from
operations and sale or refinancing proceeds from that property and is
not reflective of the fact that the principal and interest related to
the Tarrytown Mall mortgages are nonrecourse to the Partnership.
The Partnership has initiated discussions with Tarrytown Mall's second
trust mortgage lender regarding disposition of that center. Payment
obligations with respect to Tarrytown Mall indebtedness are currently
limited to funds generated by current operations at that property.
No value was ascribed to Tarrytown Mall (or the related escrow or other
asset accounts) in the estimated net asset value of the Partnership's
portfolio at the end of 1997 of $6.31 per Unit.
RESULTS OF OPERATIONS
Because the Partnership adopted the liquidation basis of accounting on
December 31, 1997, a comparison of the results of operations is not
meaningful. The Partnership's operating results have been reflected on
the statement of changes of net assets in liquidation.
For the three months ended March 31, 1998, the Partnership incurred a
net operating loss of $27,904. Interest income for the three months
ended March 31, 1998 of $49,870 resulted from the temporary investment
of proceeds from the sales of shopping centers.
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule for the three months ended
March 31, 1998.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Partnership during the
quarter ended March 31, 1998.
<PAGE> 14
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.
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
By: Realty Capital IV Limited Partnership
General Partner
By: LMRC IV, Inc., General Partner
Date: May 13, 1998 By: /s/ Richard J. Himelfarb
------------------ -----------------------------------
Richard J. Himelfarb, President
By: FW Realty Limited Partnership,
General Partner
By: FW Corporation, General Partner
Date: May 13, 1998 By: /s/ William J. Wolfe
------------------ ---------------------------------
William J. Wolfe, President
EXHIBIT INDEX
Exhibit
Number
27.1 Financial Data Schedule for the three months
ended March 31, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF NET ASSETS IN LIQUIDATION AND STATEMENT OF CHANGES OF
NET ASSETS IN LIQUIDATION. THE PARTNERSHIP'S FINANCIAL STATEMENTS
ARE PRESENTED UTILIZING THE LIQUIDATION BASIS OF ACCOUNTING.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> $2,724,186
<SECURITIES> $0
<RECEIVABLES> $360,932
<ALLOWANCES> $0
<INVENTORY> $0
<CURRENT-ASSETS> $0
<PP&E> $14,587,886
<DEPRECIATION> $0
<TOTAL-ASSETS> $17,814,336
<CURRENT-LIABILITIES> $0
<BONDS> $12,133,596
$0
$0
<COMMON> $0
<OTHER-SE> $3,954,713
<TOTAL-LIABILITY-AND-EQUITY> $17,814,336
<SALES> $0
<TOTAL-REVENUES> $0
<CGS> $0
<TOTAL-COSTS> $0
<OTHER-EXPENSES> $0
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $0
<INCOME-PRETAX> ($27,904)
<INCOME-TAX> $0
<INCOME-CONTINUING> ($27,904)
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> ($27,904)
<EPS-PRIMARY> $0
<EPS-DILUTED> $0
</TABLE>
