<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SETEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ________ TO ___________
COMMISSION FILE NUMBER: 0-26468
AMERICAN RETIREMENT VILLAS
PROPERTIES II, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0278155
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400
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 [ ]
================================================================================
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
American Retirement Villas Properties II, L.P.
(a California limited partnership)
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Properties, at cost:
Land $ 11,453 $ 2,903
Buildings and improvements, less accumulated depreciation
of $6,995 and $6,435 at September 30, 1999 and
December 31, 1998, respectively 20,814 14,448
Leasehold property and improvements, less accumulated
Depreciation of $1,237 and $5,752 at September 30,
1999 and December 31, 1998, respectively 220 616
Furniture, fixtures and equipment, less accumulated
depreciation of $1,126 and $1,145 at September 30,
1999 and December 31, 1998, respectively 1,295 1,193
-------- --------
Net properties 33,782 19,160
Cash 2,341 953
Other assets 3,204 1,723
-------- --------
$ 39,327 $ 21,836
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 39,662 $ 6,170
Accounts payable 200 698
Accrued expenses 1,505 569
Amounts payable to affiliate 611 453
Distributions payable to Partners 182 507
-------- --------
Total liabilities 42,160 8,397
-------- --------
Commitments and contingencies
Partners' capital
General partners' capital 119 282
Limited partners' capital
(deficit), 35,020 units outstanding (2,952) 13,157
-------- --------
Total partners' capital (deficit) (2,833) 13,439
-------- --------
$ 39,327 $ 21,836
======== ========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
2
<PAGE> 3
American Retirement Villas Properties II, L.P.
(a California limited partnership)
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except unit data)
<TABLE>
<CAPTION>
THREE-MONTHS ENDED NINE-MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUE:
Rent .............................. $ 4,178 $ 3,848 $12,259 $11,477
Assisted living ................... 1,025 938 3,032 2,746
Interest and other ................ 121 161 363 399
------- ------- ------- -------
Total revenue ............ 5,324 4,947 15,654 14,622
------- ------- ------- -------
COSTS AND EXPENSES:
Rental property operations ........ 2,800 2,775 8,098 7,835
Assisted living ................... 507 358 1,387 1,023
General and administrative ........ 200 294 784 924
Communities rent .................. 86 314 472 890
Depreciation and amortization ..... 535 275 1,292 809
Property taxes .................... 155 139 480 406
Advertising ....................... 66 38 151 142
Interest .......................... 901 128 1,560 381
------- ------- ------- -------
Total costs and expenses . 5,250 4,321 14,224 12,410
------- ------- ------- -------
Net income ............... $ 74 $ 626 $ 1,430 $ 2,212
======= ======= ======= =======
Net income per limited partner unit $ 2.11 $ 17.69 $ 40.83 $ 62.54
======= ======= ======= =======
</TABLE>
See accompanying notes to the unaudited financial statements.
3
<PAGE> 4
American Retirement Villas Properties II
(a California limited partnership)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
FOR THE NINE-MONTHS
ENDED SEPTEMBER 30,
-------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income .......................................... $ 1,430 $ 2,212
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ....................... 1,292 809
Change in assets and liabilities:
Increase in other assets ......................... (1,665) (215)
Increase (decrease) in accounts payable &
accrued expenses ............................... 439 (31)
Increase in amounts payable to affiliates ........ 179 700
-------- --------
Net cash provided by operating activities 1,675 3,475
-------- --------
Cash flows used in investing activities:
Capital expenditures ................................ (1,258) (757)
Purchase of previously leased communities ........... (14,692) --
Refund of purchase deposit, net ..................... 199 --
-------- --------
Net cash used in investing activities .... (15,751) (757)
-------- --------
Cash flows from financing activities:
Principal repayments on notes payable ............... (20,889) (173)
Interest rate lock fees paid in connection with
refinancing ...................................... -- (1,058)
Proceeds from notes payable ......................... 54,380 --
Distributions paid .................................. (18,027) (1,550)
-------- --------
Net cash provided by (used in)
financing activities .................. 15,464 (2,781)
-------- --------
Net increase in cash .................................. 1,388 (63)
Cash at beginning of period ........................... 953 1,857
-------- --------
Cash at end of period ................................. $ 2,341 $ 1,794
======== ========
Supplemental disclosure of cash flow information
Cash paid during the period for interest .......... $ 1,301 $ 381
======== ========
</TABLE>
See accompanying notes to the unaudited financial statements.
4
<PAGE> 5
American Retirement Villas Properties II, L.P.
(a California limited partnership)
Notes to Condensed Financial Statements
(Unaudited)
September 30, 1999
(1) SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
We prepared the accompanying condensed financial statements of American
Retirement Villas Properties II, L.P. following the requirements of the
Securities and Exchange Commission ("SEC") for interim reporting. As permitted
under those rules, certain footnotes or other financial information that are
normally required by generally accepted accounting principles ("GAAP") can be
condensed or omitted.
The financial statements include all normal and recurring adjustments that we
consider necessary for the fair presentation of our financial position and
operating results. These are condensed financial statements. To obtain a more
detailed understanding of our results, one should also read the financial
statements and notes in our Form 10-K for 1998, which is on file with the SEC.
The results of operations can vary during each quarter of the year. Therefore,
the results and trends in these interim financial statements may not be the same
as those for the full year.
USE OF ESTIMATES
In preparing the financial statements conforming with GAAP, we have made
estimates and assumptions that affect the following:
- reported amounts of assets and liabilities at the date of the
financial statements;
- disclosure of contingent assets and liabilities at the date of
the financial statements; and
- reported amounts of revenues and expenses during the reporting
period.
Actual results could differ from those estimates.
(2) TRANSACTIONS WITH AFFILIATES
We have an agreement with ARV Assisted Living, Inc. ("ARV"), our Managing
General Partner, providing for payment to ARV of a property management fee of
five percent of gross revenues amounting to $264,000 and $778,000 for the three
and nine-month periods ended September 30, 1999, respectively. Additionally we
pay to ARV a partnership management fee of 10 percent of cash flow before
distributions, as defined in the Partnership Agreement, which amounted to
$49,000 and $301,000 for the three and nine-month periods ended September 30,
1999, respectively.
(3) PURCHASE OF PREVIOUSLY LEASED COMMUNITIES
On September 27, 1996, we filed actions seeking declaratory judgements against
the landlords of the Retirement Inn of Campbell ("Campbell") and the Retirement
Inn of Sunnyvale ("Sunnyvale"). We leased the Campbell and Sunnyvale Assisted
Living Communities ("ALCs") under long-term leases, which were assumed when the
ALCs were acquired. A dispute arose as to the amount of rent due during the
10-year lease renewal periods that commenced in August 1995 for Campbell and
March 1996 for Sunnyvale.
Two other communities that we leased, the Retirement Inn of Fremont and the
Retirement Inn at Burlingame were owned by entities that are related to the
entities that owned the Campbell and Sunnyvale communities. In March 1999, we
mutually negotiated the terms of a purchase agreement involving the sale of the
landlords' fee interest in all four ALCs and the litigation was dismissed. On
March 2, 1999, we obtained a bridge loan of approximately $14.7 million, in
order us to purchase these four ALCs previously leased from our landlords based
upon mutually negotiated terms until we could secure more permanent financing.
The bridge loan was refinanced June 28, 1999 with proceeds from the Banc One
loan (Note 4).
5
<PAGE> 6
(4) NOTE PAYABLE
On June 28, 1999, we obtained financing from Banc One on our 8 owned ALCs. The
loan is for 24 months and is secured by the various properties; in addition, ARV
Assisted Living, our managing General Partner is a guarantor on the loan for
fraud, material misrepresentation and certain covenants. As part of the loan
requirements, we created a wholly owned subsidiary Retirement Inns II, LLC. The
loan term is for 24 months with a lender option to extend for 10 years. The
interest rate is 9.15% and the payments are based upon a 25 year principal and
interest amortization schedule.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) For the Nine-months
Ended
September 30,
-------------------- Increase/
1999 1998 (decrease)
<S> <C> <C> <C>
Revenue:
Assisted living community revenue $15.3 $14.5 5.1%
Interest and other revenue ....... 0.3 0.1 354.0%
----- ----- -----
Total revenue ............ 15.6 14.6 7.1%
----- ----- -----
Costs and expenses:
Assisted living operating expenses 9.4 8.8 7.1%
General and administrative ....... 0.8 1.0 (15.2)%
Communities rent ................. 0.5 0.9 (46.9)%
Depreciation and amortization .... 1.3 0.8 59.6%
Property taxes ................... 0.5 0.4 18.1%
Advertising ...................... 0.2 0.1 6.6%
Interest ......................... 1.5 0.4 309.5%
----- ----- -----
Total costs and expenses . 14.2 12.4 14.6%
----- ----- -----
Net income ............... $ 1.4 $ 2.2 (35.3)%
===== ===== =====
</TABLE>
The increase in assisted living community revenue is attributable to:
- an increase in assisted living penetration to 57% for the
nine-month period ended September 30, 1999 compared with 53% for
the nine-month period ended September 30, 1998;
- an increase in the average rate per occupied unit to $1,657 for
the nine-month period ended September 30, 1999 as compared with
$1,537 the nine-month period ended September 30, 1998;
- an increase in the average rate for our assisted living
communities to $410 for the nine-month period ended September
30, 1999 as compared with $368 for the nine month period ended
September 30, 1998.
The increase in assisted living operating expenses is attributable to:
- staffing requirements related to increased assisted living
services provided;
- increased wages of staff; and.
- normal operating expense increases.
The decrease in communities rent is due to the purchase, during March 1999, of
four previously leased communities.
The decrease in general and administrative and advertising expenses are
primarily due to cost cutting efforts.
The increase in depreciation and amortization is due to the four previously
leased communities that now are owned which resulted in depreciation and
amortization expense. The increase in interest expense is related to the loans
for the purchase, in March 1999, of these four previously leased communities in
addition to the Banc One financing of the eight owned properties.
6
<PAGE> 7
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) For the Three-months
Ended
September 30,
-------------------- Increase/
1999 1998 (decrease)
----- ----- ----------
<S> <C> <C> <C>
Revenue:
Assisted living community revenue $ 5.2 $ 4.8 8.7%
Interest and other revenue ....... 0.1 0.1 (25.1)%
----- ----- -----
Total revenue ............ 5.3 4.9 7.6%
----- ----- -----
Costs and expenses:
Assisted living operating expenses 3.3 3.1 5.6%
General and administrative ....... 0.2 0.3 (32.0)%
Communities rent ................. 0.1 0.3 (72.5)%
Depreciation and amortization .... 0.5 0.3 94.5%
Property taxes ................... 0.1 0.1 11.4%
Advertising ...................... 0.1 0.1 73.6%
Interest ......................... 0.9 0.1 603.8%
----- ----- -----
Total costs and expenses . 5.2 4.3 21.5%
----- ----- -----
Net income ............... $ 0.1 $ 0.6 (88.2)%
===== ===== =====
</TABLE>
The increase in assisted living community revenue is attributable to:
- an increase in assisted living penetration to 58% for the
three-month period ended September 30, 1999 compared with 55%
for the three-month period ended September 30, 1998;
- an increase in the average rental rate per occupied unit to
$1,687 for the three-month period ended September 30, 1999 as
compared with $1,558 the three-month period ended September 30,
1998; and
- an increase in the average rate for our assisted living
communities to $413 for the three-month period ended September
30, 1999 as compared with $380 for the three-month period ended
September 30, 1998.
The increase in assisted living operating expenses is attributable to:
- staffing requirements related to increased assisted living
services provided; and
- increased wages of staff.
Property taxes and advertising expenses remained constant between periods.
General and administrative expenses declined $0.1 million due to the
implementation of cost controls in 1999.
The increase in depreciation and amortization is due to the four previously
leased communities that now our owned which result in depreciation and
amortization expense.
The increase in interest expense is related to the loans for the purchase of
four previously leased communities during March 1999 and the financing of eight
properties in 1999.
LIQUIDITY AND CAPITAL RESOURCES
We expect that the cash to be generated from operations of all our properties
will be adequate to pay operating expenses, make necessary capital improvements,
meet required principal reductions of debt and make quarterly distributions. On
a long-term basis, our liquidity is sustained primarily from cash flow provided
by operating activities.
During the nine-month period ended September 30, 1999, cash provided by
operating activities decreased $1.8 million to $1.7 million compared to $3.5
million for the corresponding period in 1998. The primary components of cash
provided by operating activities for the nine-months ended September 30, 1999
were:
- - Net income for the nine-months ended September 30, 1999 of $1.4 million and
- - Non cash charges of $1.3 million for depreciation and amortization and
- - Increase in accounts payable and accrued expenses of $0.6 million: offset by
- - Increase in other assets $1.6 million for loan fees.
During the nine-month period ended September 30, 1999, our net cash used in
investing activities increased to $15.8 million compared to $0.8 million for the
corresponding period in 1998. The increase was a result of the purchase of our
landlords' interests in four
7
<PAGE> 8
previously leased assisted living communities, capital expenditures required to
qualify for the refinancing and fumigation costs of $0.3 million.
During the nine-month period ended September 30, 1999, our net cash provided by
financing activities was $15.5 million compared to cash used in financing
activities of $2.8 million for the corresponding period in 1998. The components
were:
- - A $14.7 million bridge loan which enabled us to purchase four previously
leased communities from our landlords and
- - Refinancing of the 8 owned properties, as part of the $39.7 million Banc
One refinancing offset by
- - Payment of the $20.9 million bridge loan and other indebtedness of
the eight refinanced properties, and:
- - Distributions paid to partners of $18.0 million.
At September 30, 1999, of our ten assisted living communities, 8 are owned
directly, one is operated under a long-term operating lease, and one is owned
subject to a ground lease.
We are not aware of any trends, other than national economic conditions which
have had, or which may be reasonably expected to have, a material favorable or
unfavorable impact on the revenues or income from the operations or sale of
properties. We believe that if the inflation rate increases we will be able to
pass the subsequent increase in operating expenses onto the residents of the
communities by way of higher rental and assisted living rates. The
implementation of price increases is intended to lead to an increase in revenue
however, those increases may result in an initial decline in occupancy and/or a
delay in increasing occupancy. If this occurs, revenues may remain constant or
even decline.
YEAR 2000 ISSUE
We use certain computer programs that were written using two digits rather than
four to define the year. As a result, those programs may recognize a date using
"00" as the year 1900 rather than the year 2000. In the event this occurs with
any of the Company's computer programs, a system failure or miscalculation
causing disruptions of operations could occur. Such a failure could cause the
temporary inability to process transactions, send invoices or engage in similar
normal business activities. We have developed a comprehensive program to test
and modify our information technology to address the Year 2000 issue. We believe
that our program is on schedule for completion by the end of 1999, and that
there will be no material impact on our business, results of operations,
financial position or liquidity as a result of Year 2000 issues.
Our program is focused on the following three main projects:
- - Information technology infrastructure; all hardware and software systems
- - Community maintenance; community specific systems, including alarms
(security, fire and emergency call), elevator, phone, HVAC, and other
systems; and
- - Third-party supplier/vendors.
For each of the above components, we have addressed or are addressing the Year
2000 issues in the following six phases:
- - Conducted inventory of systems with potential Year 2000 issues;
- - Assigned priorities to systems identified with Year 2000 issues;
- - Assessed items which may have a material effect on our operations;
- - Testing items assessed as material;
- - Replacing or repairing material non-compliant items, and;
- - Designing and implementing business continuation plans.
We have received communications from third-party providers of our administrative
services, as well as our significant suppliers of services and products to
determine the extent to which we are vulnerable to those parties' failures to
remediate their own Year 2000 issues. We do not presently believe that
third-party Year 2000 issues will have a material adverse effect on us. However,
there can be no guarantee that the systems of other companies on which our
operations or systems rely will be remedied on a timely basis or that a failure
by another company to remediate its systems in a timely manner would not have a
material adverse effect on us.
8
<PAGE> 9
We have completed our conversion to an accounting system that is Year 2000
compliant. In addition, we have completed an assessment of our computer systems
and software and have substantially completed necessary modifications or
replacements to existing hardware and software and believe Year 2000 issues
should not have a material adverse effect on our operations. Testing and live
use has taken place and will continue throughout the remainder of 1999. Any
additional modifications found necessary will be made during the fourth quarter
of 1999.
We have developed the following contingency plans to cover potential business
disruptions:
- - check processing - manual processing procedures have been set up and
manual checks are on hand at our offices.
- - food supplies for communities - in addition to the normal food supplies
typically at the communities we will have an additional week of
non-perishable food at the communities.
- - water supplies - supplies will be increased to include an extra 72 hours
of water over and above the state licensing requirements.
- - medication supplies - for those clients whose medications are managed by
the Company, we will attempt to have a 30-day supply of prescriptions at
the communities. In addition, we will also have a second pharmacy
available as a backup.
- - cold weather contingency - in the event of a heat outage, supplies of
blankets have been increased.
- - waste disposal - alternate means of disposal have been arranged.
In addition to the above contingency plans we have completed Year 2000 awareness
classes at all communities for both the residents and employees. Emergency plans
have been updated to include Year 2000 issues and we are holding drills and
training for all employees. The total cost our Year 2000 plan is difficult to
estimate due to the use of employees to perform additional tasks but we estimate
the cost to be in the $0.2-$0.3 million range. Many of the costs are in
replacement of computer systems that have been capitalized in fixed assets.
Facilities, including fire and life safety, phone systems, air conditioning and
heating, elevators and other building systems are in the process of being tested
per the manufacturers' instructions. If the manufacturer is unable to provide
testing instructions, we are in the process of seeking a letter of Year 2000
compliance from the manufacturer.
We expect to successfully implement any other additional changes necessary to
address our Year 2000 issues, and do not believe that the cost of such actions
will have a material adverse effect on our financial position, results of
operations or liquidity.
We believe that our Year 2000 program has been substantially completed. Our
program is based on a number of factors and assumptions including the accuracy
and completeness of responses to our inquiries. Our Year 2000 plan could be
adversely impacted if any of the factors and assumptions are incorrect. The
failure to correct a material Year 2000 issue could result in an interruption in
our normal business operations.
IMPACT OF INFLATION AND CHANGING PRICES
Operating revenue from ALCs and management fees from apartment communities we
operated are the primary sources of our revenue. These properties financial
performance are affected by rental rates, which are highly dependent upon market
conditions and the competitive environment where the facilities are located.
Employee compensation is the principal cost element of property operations.
Historically, we have offset the effects of inflation on salaries and other
operating expenses by increasing rental and assisted living rates, although
there can be no assurance that this trend will continue. The implementation of
price increases is intended to lead to an increase in revenue; however, rental
rate increases may result in an initial decline in occupancy and/or a delay in
increasing occupancy. If this occurs, revenues may remain constant or even
decline.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 27, 1996, we filed actions seeking declaratory judgements against
the landlords of the Retirement Inn of Campbell ("Campbell") and the Retirement
Inn of Sunnyvale ("Sunnyvale"). We leased the Campbell and Sunnyvale ALCs under
long-term leases, which were assumed when the ALCs were acquired. A dispute
arose as to the amount of rent due during the 10-year lease renewal periods that
commenced in August 1995 for Campbell and March 1996 for Sunnyvale.
9
<PAGE> 10
Two other communities we leased, the Retirement Inn of Fremont and the
Retirement Inn at Burlingame, were owned by entities that are related to the
entities that own the Campbell and Sunnyvale communities. We have mutually
negotiated the terms of a purchase agreement involving the sale of the
landlords' fee interest in all four ALCs and settlement of all claims. On March
2, 1999, we obtained financing and, through a wholly owned subsidiary, purchased
the landlords' interests in four previously leased ALCs and the litigation has
been dismissed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
None
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.
MERICAN RETIREMENT VILLAS PROPERTIES II,
A CALIFORNIA LIMITED PARTNERSHIP
By: ARV Assisted Living, Inc.,
a Delaware Corporation
(Managing General Partner)
By: /s/ Douglas M. Pasquale
----------------------------------------
Douglas M. Pasquale
President, Chief Executive Officer and
Director of ARV Assisted Living, Inc.
(duly authorized officer)
Date: November 12, 1999
By: /s/Abdo H. Khoury
----------------------------------------
Abdo H. Khoury
Senior Vice President, and Chief
Financial Officer of ARV Assisted
Living, Inc. (principal financial
officer)
Date: November 12, 1999
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,341
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 43,140
<DEPRECIATION> 9,358
<TOTAL-ASSETS> 39,327
<CURRENT-LIABILITIES> 0
<BONDS> 39,662
0
0
<COMMON> 0
<OTHER-SE> (2,833)
<TOTAL-LIABILITY-AND-EQUITY> 39,327
<SALES> 0
<TOTAL-REVENUES> 15,654
<CGS> 0
<TOTAL-COSTS> 14,224
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,560
<INCOME-PRETAX> 1,430
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,430
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,430
<EPS-BASIC> 40.83<F1>
<EPS-DILUTED> 40.83<F1>
<FN>
<F1> Net Income per Limited Partner Unit
</FN>
</TABLE>
