<PAGE>
- --------------------------------------------------------------------------------
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 March 31, 1995
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 1-9563
AIRCOA HOTEL PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 84-1042607
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
5775 DTC Boulevard
Suite 300
Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 220-2000
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 twelve 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
----- -----
There were 5,340,214 Units outstanding of the Registrant's Class A Units, as of
May 9, 1995.
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<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1995 (Unaudited) and
December 31, 1994 2 - 3
Consolidated Statements of Operations
Three Months Ended March 31, 1995
and 1994 (Unaudited) 4
Consolidated Statement of Partners' Capital
Three Months Ended March 31, 1995
(Unaudited) 5
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1995 and 1994
(Unaudited) 6
Notes to Consolidated Financial
Statements (Unaudited) 7 - 9
Item 2. Management's Discussion and Analysis of 10 - 12
Financial Condition and Results of Operations
PART II. OTHER INFORMATION AND SIGNATURES 12 - 13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRCOA HOTEL PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Assets March 31, December 31,
- ------ 1995 1994
---------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,046 $ 1,261
Accounts receivable:
Trade 2,221 2,555
Affiliates - 43
Inventory 426 401
Prepaid expenses 587 498
---------- ----------
Total current assets 4,280 4,758
---------- ----------
Property and equipment, at cost:
Land and leasehold improvements 8,768 8,767
Buildings and leasehold improvements 70,109 70,109
Furniture, fixtures and equipment 16,336 16,304
Construction in progress 431 407
---------- ----------
95,644 95,587
Less accumulated depreciation and amortization (28,247) (27,234)
---------- ----------
Net property and equipment 67,397 68,353
---------- ----------
Other assets, including debt issue costs, net of
accumulated amortization of $304 in 1995 and
$212 in 1994 338 431
--------- ----------
$ 72,015 $ 73,542
--------- ----------
--------- ----------
</TABLE>
(continued)
See accompanying notes to consolidated financial statements.
- 2 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Liabilities and Partners' Capital March 31, 1995 December 31, 1994
- --------------------------------- -------------- -----------------
<S> <C> <C>
Current liabilities:
Current installments of long-term debt $ 1,450 $ 2,185
Trade accounts payable 2,039 1,634
Payables to affiliates:
Trade accounts 480 444
Interest 2,280 2,100
Accrued liabilities:
Payroll 193 327
Taxes, other than income taxes 764 982
Other 2,162 2,450
Deferred revenue and advance deposits 1,621 1,814
--------- ---------
Total current liabilities 10,989 11,936
Long-term debt, excluding current installments 40,090 40,180
Notes payable to affiliates 6,000 6,000
Accrued administration and management fees
payable to affiliate 253 253
--------- ---------
Total liabilities 57,332 58,369
--------- ---------
Partners' capital:
General partner 363 376
Limited partners:
Class A Unitholders 20,865 21,605
Class B Unitholders (deficit) (6,545) (6,808)
--------- ---------
Total partners' capital 14,683 15,173
--------- ---------
$ 72,015 $ 73,542
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
- 3 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
(In Thousands Except Unit Data)
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Revenue:
Rooms $ 6,508 $ 6,679
Food and beverage 2,635 2,814
Other property operations 1,751 1,707
--------- ---------
10,894 11,200
--------- ---------
Costs and operating expenses:
Rooms 1,757 1,775
Food and beverage 2,047 1,978
Other property operations 945 891
Administrative and general 1,150 1,144
Marketing 1,058 1,107
Energy 578 565
Property maintenance 545 523
Rent, taxes and insurance 623 623
Management fees 434 444
Depreciation and amortization 1,013 967
--------- ---------
10,150 10,017
--------- ---------
Operating income 744 1,183
Interest expense, including
amortization of debt costs 1,234 1,076
--------- ---------
Net income (loss) $ (490) $ 107
--------- ---------
--------- ---------
Net income (loss) per limited
partnership Unit:
Class A Unitholders:
Net loss $ (.14) $ (.03)
--------- --------
--------- --------
Class B Unitholders:
Net income $ .28 $ .31
--------- --------
--------- --------
Weighted average number of units outstanding:
Class A 5,340,214 5,340,214
Class B 950,000 950,000
</TABLE>
See accompanying notes to consolidated financial statements.
- 4 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
THREE MONTHS ENDED MARCH 31, 1995
(Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Limited Partners' Capital (Deficit)
-----------------------------------------------------
Class A Unitholders Class B Unitholders Total
General ------------------- ------------------- Partners'
Partner Units Capital Units Deficit Capital
------- --------- ----------- --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1994 $ 376 5,340,214 $21,605 950,000 $(6,808) $ 15,173
Net income (loss) (13) - (740) - 263 (490)
------- --------- -------- ------- -------- --------
Balances at
March 31, 1995 $ 363 5,340,214 $20,865 950,000 $(6,545) $ 14,683
------- --------- ------- ------- ------- --------
------- --------- ------- ------- ------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
- 5 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
1995 1994
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $ 10,818 $ 11,110
Cash paid to suppliers and vendors (6,315) (6,897)
Cash paid to employees (3,135) (3,199)
Interest paid (963) (789)
Other cash receipts, net 262 300
---------- ----------
Net cash provided by operating activities 667 525
---------- ----------
Cash flows from investing activities:
Capital expenditures (57) (32)
---------- ----------
Cash flows from financing activities:
Principal payments on long-term debt (825) (700)
---------- ----------
Decrease in cash and cash equivalents (215) (207)
Cash and cash equivalents at beginning of period 1,261 2,916
---------- ----------
Cash and cash equivalents at end of period $ 1,046 $ 2,709
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
- 6 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
(1) BASIS OF PRESENTATION
AIRCOA Hotel Partners, L.P., a Delaware limited partnership (the
"Partnership") was organized in December 1986 to acquire, own and operate
hotel and resort properties. The Partnership owns and operates six hotel
and resort properties (the "Properties") through operating partnerships
(the "Operating Partnerships") which were acquired in 1986.
The Partnership holds a 99% limited partner interest in each of the six
Operating Partnerships which hold title to the Properties and through which
the Partnership conducts all of its operations. AHS, a wholly owned
subsidiary of Richfield Hospitality Services, Inc. ("Richfield"), is also
the 1% General Partner of each of the Operating Partnerships. Richfield
operates the Properties for the Partnership under certain management
agreements.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore,
do not include all information and disclosures necessary for a fair
presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. In the opinion
of management, these financial statements reflect all adjustments (which
include only normal recurring adjustments) necessary for a fair
presentation of the results of operations and financial position for the
interim periods presented. These interim financial statements should be
read in conjunction with the Annual Report on Form 10-K for the period
ended December 31, 1994. Operating results for the three months ended
March 31, 1995, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1995.
(2) LONG-TERM DEBT AND NOTES PAYABLE TO AFFILIATES
On April 4, 1995, the Partnership signed a commitment letter with a new
lender to provide a $45,000,000 new first mortgage loan and a $1,000,000
revolving credit line. The proceeds of the $45,000,000 new first mortgage
loan will be used to refinance, on a long-term basis, the Partnership's
existing mortgage loan in the amount of $39,700,000 at March 31, 1995 and
the note payable to bank of $1,840,000 at March 31, 1995 which are due July
31, 1995 and October 31, 1995, respectively, as well as provide funds for
certain property renovations and the payment of a facility fee and closing
costs. The commitment letter contains certain conditions precedent that
the Partnership considers normal due diligence procedures typically
conducted in connection with making such a loan. The Partnership believes
that none of these conditions are significant contingencies in making the
loan. As a result of this commitment, the Partnership's existing mortgage
loan and note payable to bank have been classified as long-term at March
31, 1995. The Partnership expects the refinancing to be completed by June
1995.
The refinancing terms outlined in the commitment letter include a variety
of interest rate options for the loans. In addition, repayment of the
first mortgage loan is based on a twenty year amortization with a balloon
payment at the end of the fifth year. The revolving credit line will be
renewable annually at the option of the lender.
- 7 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
(2) LONG-TERM DEBT (CONTINUED)
Based on the terms of the refinancing outlined in the commitment letter,
the indebtedness pursuant to the Partnership's existing mortgage loan and
note payable to bank are summarized as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
--------- ---------
<S> <C> <C>
Mortgage loan $ 39,700 $ 40,450
Note payable to bank 1,840 1,915
--------- ---------
41,540 42,365
Less current installments 1,450 2,185
--------- ---------
Long-term debt, excluding
current installments $ 40,090 $ 40,180
--------- ---------
--------- ---------
</TABLE>
As outlined in the commitment letter, the new first mortgage loan and
revolving credit line contain various covenants including minimum debt
service ratios, restrictions on additional indebtedness, limitations on
annual cash distributions to Class A Unitholders, limitations on the
payment of principal on the affiliate notes payable, deferral
of management fees payable to Richfield if minimum debt service ratios are
not achieved, maintenance of a capital expenditure reserve account equal to
4% of gross revenue in 1995 and 5% thereafter, and a maximum loan-to-value
ratio of 65% based on the aggregate appraised values of the Properties.
The new first mortgage loan and revolving credit line are subject to
certain limited guarantees of an affiliate of the Partnership. The new
first mortgage loan also requires the Bank's approval of any dilution or
significant decrease in the present ownership interests of affiliates of
the General Partner in the Partnership.
In accordance with the Partnership Agreement, the General Partner is
entitled to receive a 1% financing fee in exchange for arranging the
refinancing of the Partnership's indebtedness. Such fee is required to be
reduced by the amount of the financing fee paid to the lender. In addition
the Partnership expects to pay a fee at market to an affiliate for the
limited guarantee of the new first mortgage, loan and the revolving credit
line.
(3) NOTES PAYABLE TO AFFILIATES
The Partnership's affiliate notes payable of $6,000,000 were due January
1995. A condition of the commitment letter signed by the Partnership for
the new first mortgage loan and revolving credit line also require the
subordination of the affiliate notes payable principal balance. The
affiliate has agreed to subordinate the new first mortgage loan and
revolving credit line under the commitment letter. Accordingly, the
affiliate notes payable principal balance is classified as long-term at
March 31, 1995.
- 8 -
<PAGE>
AIRCOA HOTEL PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
(4) DISTRIBUTIONS AND RECEIVABLES
The Partnership Agreement provides for periodic distribution of
distributable cash flow, as defined, to the Partners at the discretion of
the General Partner. Distributable cash flow is generally defined as cash
flow from operations of the hotel properties. Such cash is allocated and
distributed (net of AHS' 1% general partnership interest in the Operating
Partnerships) 99% to the Class A Unitholders and 1% to the general partner
until the Class A Unitholders have received defined minimum annual
distributions.
(5) RELATED PARTY TRANSACTIONS
The following amounts resulting from transactions with affiliates are
included in the accompanying consolidated statements of operations (in
thousands):
<TABLE>
<CAPTION>
For the three
months ended March 31,
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Partnership administration fees $ 56 $ 54
-------- --------
-------- --------
Management fees $ 434 $ 444
-------- --------
-------- --------
Allocated insurance expenses $ 349 $ 376
-------- --------
-------- --------
Allocated data processing cost $ 13 $ 12
-------- --------
-------- --------
Interest expense $ 180 $ 180
-------- --------
-------- --------
Lease income $ 41 $ 70
-------- --------
-------- --------
License fee $ 62 $ 46
-------- --------
-------- --------
</TABLE>
The properties are obligated to reimburse an affiliate for payroll,
professional fees, and certain out-of-pocket expenses incurred by the
affiliate on their behalf. Affiliates are also paid purchasing and design
fees in connection with renovations of the hotels and purchases of
furnishings, equipment and supplies.
(6) INCOME TAXES
No current provision or benefit for income taxes is included in the
accompanying consolidated financial statements since the taxable income or
loss of the Partnership is included in the tax returns of the individual
partners of the Partnership.
The Partnership's only significant temporary difference is an excess of the
tax basis over the book basis of the Partnership's hotels of $2,350,000
which gives rise to a net deferred tax asset of approximately $940,000.
The Partnership has established a 100% valuation allowance on these net
deferred tax assets.
- 9 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Partnership revenue for the first three months of 1995 decreased $306,000
or 2.7% compared to the first three months of 1994. Average occupancy and
daily room rates for the portfolio are summarized as follows:
<TABLE>
<CAPTION>
Three months
ended March 31,
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Average occupancy 75.7% 75.3%
Average daily room rates $60.11 $61.95
Number of rooms 1,586 1,586
</TABLE>
The Partnership's properties produced lower revenue in the first three
months of 1995 when compared to the first three months of 1994 primarily
as a result of lower average daily room rates and decreased food and
beverage revenue. Rooms revenue decreased in aggregate by $171,000 or
2.6% with the largest decreases occurring at Sheraton Lakeside and
Sheraton Buffalo Airport. The leisure market at Sheraton Lakeside
continues to be impacted by significant competitive pressures, resulting
from an increase in room supply in the Orlando area. The reduction in
rooms revenue at Sheraton Buffalo is due to a decrease in the Canadian
leisure activity resulting from the declines in the value of the Canadian
dollar.
Food and beverage revenue for the first three months of 1995 decreased 6.4%
or $179,000. The primary reason for the decrease is related to the
increased competition from stand alone restaurants surrounding the
Scottsdale Regal McCormick, the smaller percentage of the Canadian leisure
market maintained at the Sheraton Buffalo and a decrease in banquet
activity at both locations. Food and beverage expenses for the first
quarter of 1995 increased 3.5% or $70,000 compared to the first quarter of
1994, primarily due to an unsuccessful promotional campaign to increase
winter food and beverage sales at Bloomington Clarion Fourwinds.
Operating income for the first three months of 1995 decreased $439,000 or
37% compared to the first three months of 1994 as operating costs
increased 1.3% while revenues were down 2.7%.
Interest expense increased $158,000 or 14.7% during the first quarter of
1995 as compared to 1994 as a result of the Eurodollar Rate plus 3%
increasing from 6.7% to 9.3% on the existing mortgage loan. Due to the
increase of the prime rate, the Partnership elected to convert to the
LIBOR rate, taking advantage of the lower interest rate.
Cash flow from operations differs from net income of the Partnership due
to the effects of depreciation, amortization and accruals as reflected
in the consolidated statements of cash flows. Net loss per Class A Unit
and the net income per Class B Unit reflect allocations of the net income
as required by the Partnership Agreement.
- 10 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the first three months of
1995 was $667,000, an increase of $142,000 as compared with the same
period in 1994. The increase is primarily attributable to the decrease in
cash paid to suppliers and vendors which in turn reflects the increase in
trade accounts payable during the quarter ended March 31, 1995. Cash used
in investing activities increased $25,000 in the first three months of
1995 compared to the first three months of 1994. The increase reflects
the completion of various renovation projects which were in process at
December 31, 1994. Cash used in financing activities increased $125,000
in the first three months of 1995 compared to the first three months of
1994. The increase is attributable to paying on the principal of the
existing debt.
In addition to its operating obligations, the Partnership currently has a
Minimum Annual Distribution requirement of $2.16 per Class A Unit. Based
on the appraised value of the Properties at December 31, 1994, the
cumulative unpaid Minimum Annual Distribution per Class A Unit exceeds the
Partnership's net assets per Unit of approximately $6.00 by 50%. Cash
distributions are prohibited under the existing mortgage loan except under
circumstances which management considers unlikely to occur during the
remaining term of that loan.
On April 4, 1995 the Partnership signed a commitment letter with a new
lender to provide a new $45,000,000 first mortgage loan and a $1,000,000
revolving credit line. The proceeds of the $45,000,000 first mortgage
loan will be used to pay off the existing mortgage loan and the note
payable to bank as well as provide funds for certain property renovations
and the payment of a facility fee and closing costs. The Partnership
expects to complete the refinancing by June 1995.
The new financing provides long-term financing, more favorable interest
rates and less restrictive loan covenants as compared to the existing
mortgage loan. The new financing was obtained by the General Partner.
Regal Hotels International Holdings Limited ("RHL") has agreed to provide
a limited guarantee for the new first mortgage loan. The Partnership
expects to pay a fee equal to 1/2% to RHL for the limited guarantee.
The refinancing includes a variety of interest rate options, the most
favorable of which is the Eurodollar Rate plus 2%. The existing mortgage
loan rate is the Eurodollar Rate plus 3% (9.3% at March 31, 1995).
Repayment of the new first mortgage loan is based on a twenty-year
amortization with a balloon payment at the end of the fifth year while
the revolving credit line is renewable annually at the option of the
lender.
The commitment letter contains a number of conditions which are different
than those contained in the Partnership's existing mortgage loan. Some of
the more significant differences include a new maturity date in 2000, a
change in the maximum loan to value ratio based on the appraised value of
the Properties from 60% to 65%, the allowance of distributions to Class A
Unitholders in certain circumstances, the removal of the restriction on
payments to AHS on the Partnership's affiliated notes payable by allowing
principal and interest payments in certain circumstances, the removal of
the requirement to offer any of the Properties for sale and the added
requirement that affiliates of the General Partner maintain their present
level of ownership in the Partnership. The commitment letter also
requires the maintenance of a capital reserve account equal to 4% of gross
revenue in 1995 and 5% of gross revenue thereafter.
The commitment letter contains certain conditions precedent that the
Partnership considers normal due diligence procedures typically conducted
in connection with making such a loan. The Partnership believes that none
of these conditions are significant contingencies for making the loan. As
a result of the lender's firm commitment, the Partnership has classified
the
- 11 -
<PAGE>
indebtedness currently outstanding under the mortgage loan payable and
note payable to bank as long-term.
The Partnership had indebtedness at March 31, 1995 of $47,540,000. Such
indebtedness includes a mortgage loan payable of $39,700,000 due July 31,
1995, a note payable to bank of $1,840,000 due October 31, 1995 and
affiliate notes payable of $6,000,000 which were due January 1995.
The Partnership's affiliate notes payable of $6,000,000 were due January
1995. These affiliate notes payable have been subordinated to the
existing mortgage loan and note payable to bank. A condition of the
commitment letter signed by the Partnership for the new first mortgage
loan and revolving credit line also requires the subordination of the
principal balance of the affiliate notes payable. The affiliate has
agreed to the subordination to the existing mortgage loan and the new
first mortgage loan and revolving credit line under the commitment letter.
Accordingly, the affiliate notes payable principal balance is classified
as long-term at March 31, 1995.
The market value of the Partnership's properties differs significantly
from the historical cost of the properties as reflected in the
Partnership's balance sheet at March 31, 1995. As indicated under Item 2
in the Partnership's 1994 Form 10-K, the aggregate appraised value of the
hotel properties at December 31, 1994 was $86,490,000. The December 1994
appraised value may not be representative of the appraised value which
will be obtained as of December 31, 1995 and is not necessarily indicative
of the ability of the Partnership to consummate a sale of the properties
or the actual sale price to be realized from the sale of the properties.
However, the appraised value does represent the appraiser's opinion of the
most probable price for which the hotel properties should sell in a
competitive market.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
(27) Financial Data Schedule
b) Reports on Form 8-K
None
- 12 -
<PAGE>
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.
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA Hospitality Services, Inc.,
General Partner
Date: May 12, 1995 By: /s/ Douglas M. Pasquale
-------------- ---------------------------------------------
Douglas M. Pasquale
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
- 13 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,046
<SECURITIES> 0
<RECEIVABLES> 2,221
<ALLOWANCES> 0
<INVENTORY> 426
<CURRENT-ASSETS> 4,280
<PP&E> 95,644
<DEPRECIATION> 28,247
<TOTAL-ASSETS> 72,015
<CURRENT-LIABILITIES> 10,989
<BONDS> 46,090
<COMMON> 0
0
0
<OTHER-SE> 14,683
<TOTAL-LIABILITY-AND-EQUITY> 72,015
<SALES> 0
<TOTAL-REVENUES> 10,894
<CGS> 0
<TOTAL-COSTS> 10,150
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,234
<INCOME-PRETAX> (490)
<INCOME-TAX> 0
<INCOME-CONTINUING> (490)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (490)
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0
<FN>
<F1>Class A Units (.14)
Class B Units .28
</FN>
</TABLE>
