FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-15740
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-2924048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1999
Assets
Cash and cash equivalents $ 2,612
Receivables and deposits 485
Restricted escrows 123
Other assets 679
Investment properties:
Land $ 6,357
Buildings and related personal property 68,590
74,947
Less accumulated depreciation (35,012) 39,935
$ 43,834
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 218
Tenant security deposit liabilities 207
Accrued property taxes 199
Other liabilities 549
Mortgage notes payable 45,349
Partners' Deficit:
General partner's $ (1,213)
Limited partners' (566 units issued and
outstanding) (1,475) (2,688)
$ 43,834
See Accompanying Notes to Consolidated Financial Statements
b)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1999 1998
Revenues:
Rental income $ 2,654 $ 2,414
Other income 226 233
Total revenues 2,880 2,647
Expenses:
Operating 1,042 1,003
General and administrative 79 79
Depreciation 687 661
Interest expense 1,017 1,045
Property taxes 199 196
Total expenses 3,024 2,984
Net loss $ (144) $ (337)
Net loss allocated to general partner (3%) $ (4) $ (10)
Net loss allocated to limited partner (97%) (140) (327)
$ (144) $ (337)
Net loss per limited partnership unit $ (247) $ (578)
See Accompanying Notes to Consolidated Financial Statements
c)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 566 $ -- $47,533 $47,533
Partners' deficit at
December 31, 1998 566 $(1,209) $(1,335) $(2,544)
Net loss for the three months
ended March 31, 1999 -- (4) (140) (144)
Partners' deficit at
March 31, 1999 566 $(1,213) $(1,475) $(2,688)
See Accompanying Notes to Consolidated Financial Statements
d)
RIVERSIDE PARK ASSOCIATED LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net loss $ (144) $ (337)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 687 661
Amortization of loan costs 86 83
Change in accounts:
Receivables and deposits (179) (161)
Other assets (72) (26)
Accounts payable (198) (23)
Tenant security deposit liabilities 2 8
Accrued property taxes 199 196
Other liabilities (150) (50)
Net cash provided by operating activities 231 351
Cash flows from investing activities:
Property improvements and replacements (200) (110)
Net withdrawals from (deposits to) restricted escrows 671 (91)
Net cash provided by (used in) investing
activities 471 (201)
Cash flows used in financing activities:
Payments on mortgage note payable (168) (165)
Net increase (decrease) in cash and cash equivalents 534 (15)
Cash and cash equivalents at beginning of period 2,078 2,478
Cash and cash equivalents at end of period $ 2,612 $ 2,463
Supplemental disclosure of cash flow information:
Cash paid for interest $ 908 $ 962
See Accompanying Notes to Consolidated Financial Statements
e)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Riverside Park Associates
Limited Partnership (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
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 Winthrop Financial Associates, A Limited Partnership (the
"General Partner"), the general partner of the partnership, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1999, are not necessarily indicative of the results that may be
expected for the fiscal year ended December 31, 1999. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1998.
NOTE B - TRANSFER OF CONTROL
On October 28, 1997, an affiliate of Insignia Financial Group, Inc. ("Insignia")
was admitted as an associate general partner of the General Partner. Pursuant
to the terms of the Second Amended and Restated Agreement of Limited Partnership
of the General Partner, the associate general partner has the right to cause the
General Partner to take such action as it deems necessary in connection with the
operation of the Partnership. On October 28, 1997, the Partnership terminated
Winthrop Management as the managing agent and appointed an affiliate of Insignia
to assume management of the property. In addition, Insignia acquired from an
affiliate of the General Partner the 200.66 Units (the "Acquired Units") which
such affiliate owned.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and Insignia Properties Trust ("IPT") merged into
Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO acquired control of the associate
general partner and the Acquired Units. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.
On February 26, 1999, the interest of the associate general partner was
transferred to an affiliate of AIMCO.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services based on a percentage of revenue and an annual partnership and investor
service fee of $110,000 subject to a 6% annual increase. The following
transactions with the General Partner and/or its affiliates were incurred during
the three months ended March 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $115 $106
Reimbursement for services of affiliates
and investor service fees (included
in general and administrative expenses) 68 68
During the three months ended March 31, 1999 and 1998, affiliates of the General
Partner were entitled to receive 4% of gross receipts from the Partnership's
investment property as compensation for providing property management services.
The Partnership paid to such affiliates approximately $115,000 and $106,000 for
the three months ended March 31, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $68,000 and $66,000 for the
three months ended March 31, 1999 and 1998, respectively.
NOTE D - SEGMENT REPORTING
Description of the Types of Products and Services from which the Reportable
Segment Derives its Revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of one apartment complex located in Fairfax County, Virginia. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less.
Measurement of Segment Profit or Loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those of the Partnership as described in the Partnership's annual report
on Form 10-KSB for the year ended December 31, 1998.
Segment information for the three months ended March 31, 1999 and 1998 is shown
in the following tables (in thousands). The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
1999
Residential Other Totals
Rental income $ 2,654 $ -- $ 2,654
Other income 221 5 226
Interest expense 1,017 -- 1,017
Depreciation 687 -- 687
General and administrative expense -- 79 79
Segment loss (70) (74) (144)
Total assets 41,813 2,021 43,834
Capital expenditures for investment
property 200 -- 200
1998
Residential Other Totals
Rental income $ 2,414 $ -- $ 2,414
Other income 225 8 233
Interest expense 1,045 -- 1,045
Depreciation 661 -- 661
General and administrative expense -- 79 79
Segment loss (266) (71) (337)
Total assets 42,985 2,427 45,412
Capital expenditures for investment
property 110 -- 110
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussions of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operations. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's sole asset is a 1,222 unit apartment complex known as
Riverside Park located in Fairfax County, Virginia. The property is leased to
tenants subject to leases of up to one year. The average occupancy for the
first three months of 1999 was 96% compared to 93% for the corresponding period
in 1998. Occupancy increased primarily due to a more aggressive marketing
program and a stronger local economy.
Results of Operations
The Partnership realized a net loss for the three months ended March 31, 1999 of
approximately $144,000 compared to a net loss of approximately $337,000 for the
corresponding period in 1998. The decrease in net loss for 1999 was primarily
due to an increase in total revenues partially offset by an increase in total
expenses. The increase in total revenues is primarily attributable to an
increase in rental income as a result of increased occupancy and average rental
rates at the property. Total expenses increased primarily due to an increase in
operating and depreciation expenses partially offset by a decrease in interest
expense. The increase in operating expense is primarily attributable to an
increase in administrative, property, and advertising expenses partially offset
by a decrease in maintenance expense. The increase in depreciation is
attributable to fixed assets placed in service during the last twelve months.
The decrease in interest expense is due to a reduction in the variable mortgage
interest rate charged in 1999. Other items of expense remained relatively
constant for the three months ended March 31, 1999 as compared to the same
period of 1998.
Included in general and administrative expense for the three months ended March
31, 1999 and 1998 are reimbursements to the General Partner allowed under the
Partnership Agreement associated with its management of the Partnership. In
addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 1999, the Partnership held cash and cash equivalents of
approximately $2,612,000 compared to approximately $2,463,000 at March 31, 1998.
The net increase in cash and cash equivalents of approximately $534,000 from the
Partnership's year ended December 31, 1998 is due to approximately $231,000 of
net cash provided by operating activities combined with approximately $471,000
of net cash provided by investing activities, which were partially offset by
approximately $168,000 of net cash used in financing activities. Cash provided
by investing activities consisted of net withdrawals from escrow accounts
maintained by the mortgage lender, partially offset by property improvements and
replacements. Cash used in financing activities consisted of payments made on
the mortgage encumbering the Partnership's investment property. The Partnership
invests its working capital reserves in a money market account.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and the other operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for the Partnership's investment property are as follows.
During the three months ended March 31, 1999, the Partnership expended
approximately $200,000 for capital improvements and replacements at its
investment property, consisting primarily of carpet and other floor covering
replacements and interior and exterior building improvements. These
improvements were funded from Partnership reserves. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $4,875,000 of capital
improvements over the near term. Having been determined that extensive capital
improvements are needed over the next two to three years, the General Partner is
still in the process of determining the extent of 1999 budgeted capital
improvements.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such capital
improvements are completed, the Partnership's distributable cash flow, if any,
may be adversely affected at least in the short term.
The Partnership's assets are currently thought to be sufficient for any near-
term needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $45,349,000 is being amortized over 25 years with
a balloon payment of approximately $43,220,000 due at maturity in September
2001. The General Partner will attempt to refinance and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure.
No distributions were declared or paid during either of the three months ended
March 31, 1999 and 1998. The Partnership's distribution policy will be reviewed
on a quarterly basis. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of cash reserves, and the
timing of debt maturity, refinancing and/or sale of the property. There can be
no assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit further distributions
to its partners in 1999 or subsequent periods.
Potential Tender Offer
As a result of the Insignia Merger, AIMCO and AIMCO Properties, L.P., a Delaware
limited partnership and the operating partnership of AIMCO ("AIMCO OP") acquired
control of the associate general partner of the General Partner and, therefore,
indirect control of the Partnership. AIMCO and its affiliates currently own
35.31% of the limited partnership interests in the Partnership. AIMCO is
presently considering whether it will engage in an exchange offer for additional
limited partnership interests in the Partnership. There is a substantial
likelihood that, within a short period of time, AIMCO OP will offer to acquire
limited partnership interests in the Partnership for cash or preferred units or
common units of limited partnership interests in AIMCO OP. While such an
exchange offer is possible, no definite plans exist as to when or whether to
commence such an exchange offer, or as to the terms of any such exchange offer,
and it is possible that none will occur.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-QSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers, routers and
desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
March 31, 1999, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by July 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP
General Partner
By: NHP Management Company,
Associate General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: May 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Riverside
Park Associates Limited Partnership 1999 First Quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000813812
<NAME> RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,612
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 74,947
<DEPRECIATION> (35,012)
<TOTAL-ASSETS> 43,834
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 45,349
0
0
<COMMON> 0
<OTHER-SE> (2,688)
<TOTAL-LIABILITY-AND-EQUITY> 43,834
<SALES> 0
<TOTAL-REVENUES> 2,880
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,017
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (144)
<EPS-PRIMARY> (247)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
