<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, 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 0-18407
--------------------------------------------------------
Wells Real Estate Fund III, L.P.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1800833
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3885 Holcomb Bridge Road, Norcross, Georgia 30092
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
--------------
________________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
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>
Form 10-Q
---------
Wells Real Estate Fund III, L.P.
--------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1999
and December 31, 1998.................................... 3
Statements of Income for the Three Months
Ended March 31, 1999 and 1998............................ 4
Statement of Partner's Capital for the
Year Ended December 31, 1998
and the Three Months Ended March 31, 1999................ 5
Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998..................... 6
Condensed Notes to Financial Statements................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................... 8
PART II. OTHER INFORMATION.............................................. 17
</TABLE>
2
<PAGE>
WELLS REAL ESTATE FUND III, L.P.
(A GEORGIA PUBLIC LIMITED PARTNERSHIP)
<TABLE>
<CAPTION>
BALANCE SHEETS
Assets March 31, 1999 December 31, 1998
------ -------------- ------------------
<S> <C> <C>
Real estate, at cost:
Land $ 576,350 $ 576,350
Building and improvements, less accumulated
depreciation of $972,001 in 1999 and $931,559
in 1998 2,628,215 2,668,658
----------- -----------
Total real estate 3,204,565 3,245,008
----------- -----------
Cash and cash equivalents 111,245 156,648
Investment in joint ventures (Note 2) 11,942,805 12,132,961
Due from affiliates 329,549 334,162
Accounts receivable 6,972 8,000
Prepaid expenses and other assets 23,311 24,157
----------- -----------
Total assets $15,618,447 $15,900,936
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accounts payable $ 21,906 $ 13,362
Partnership distributions payable 400,234 458,724
Due to affiliates 21,386 7,966
----------- -----------
Total liabilities 443,526 480,052
----------- -----------
Partners' capital:
Limited Partners:
Class A - 19,635,965 units outstanding 15,174,921 15,420,884
Class B - 2,544,540 units outstanding 0 0
----------- -----------
Total partners' capital 15,174,921 15,420,884
----------- -----------
Total liabilities and partners' capital $15,618,447 $15,900,936
=========== ===========
</TABLE>
See accompanying condensed notes to financial statements
3
<PAGE>
WELLS REAL ESTATE FUND III, L.P.
(A Georgia Public Limited Partnership)
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $ 138,711 $ 137,765
Interest income 33 629
Equity in income of joint ventures (Note 2) 139,025 117,263
-------------- --------------
277,769 255,657
-------------- --------------
Expenses:
Management and leasing fees 6,433 8,783
Operating costs-rental properties,
net of tenant reimbursements 56,423 46,357
Depreciation 40,442 39,577
Legal and accounting expenses 5,654 4,771
Computer expense 1,692 2,010
Partnership administration 18,206 8,429
-------------- --------------
128,850 109,927
-------------- --------------
Net income $ 148,919 $ 145,730
============== ==============
Net income allocated to
Class A Limited Partners $ 148,919 $ 145,730
Net loss allocated to
Class B Limited Partners $ 0 $ 0
Net income per Class A
Limited Partner Unit $ 0.01 $ 0.01
Net loss per Class B
Limited Partner Unit $ 0 $ 0
Cash distribution per Class A
Limited Partner Unit $ 0.02 $ 0.02
</TABLE>
See accompanying condensed notes to financial statements
4
<PAGE>
WELLS REAL ESTATE FUND III, L.P.
(A GEORGIA PUBLIC LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE THREE MONTHS ENDED
MARCH 31, 1999
<TABLE>
<CAPTION>
LIMITED PARTNERS TOTAL
-----------------------------------------------
CLASS A Class B Partners'
------------------------ --------------------
UNITS Amounts Units Amounts CAPITAL
----- ------- ----- ------- -------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 19,635,965 $ 16,383,705 2,544,540 $ 0 $ 16,383,705
Net income 0 608,058 0 40,949 649,007
Partnership distributions 0 (1,570,879) 0 (40,949) (1,611,828)
---------- ----------- --------- -------- -----------
BALANCE, DECEMBER 31, 1998 19,635,965 15,420,884 2,544,540 0 15,420,884
Net income 0 148,919 0 0 148,919
Partnership distributions 0 (394,882) 0 0 (394,882)
---------- ----------- --------- -------- -----------
BALANCE, MARCH 31, 1999 19,635,965 $ 15,174,921 2,544,540 $ 0 $ 15,174,921
========== =========== ========= ======== ===========
</TABLE>
See accompanying condensed notes to financial statements.
5
<PAGE>
WELLS REAL ESTATE FUND III, L.P.
(A GEORGIA PUBLIC LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 148,919 $ 145,730
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of joint ventures (139,025) (117,263)
Depreciation 40,442 39,577
Changes in assets and liabilities:
Accounts receivable 1,027 7,687
Prepaids and other assets 846 (852)
Accounts payable 8,543 16,345
Due to affiliates 13,420 29,529
--------- ---------
Net cash provided by operating activities 74,172 120,753
--------- ---------
Cash flow from investing activities:
Investment in joint ventures 0 (109,410)
Distributions received from joint ventures 333,796 311,787
--------- ---------
Net cash provided by investing activities 333,796 202,377
Cash flow from financing activities:
Partnership distribution paid (453,371) (394,709)
--------- ---------
Net decrease in cash and cash equivalents (45,403) (71,579)
Cash and cash equivalents, beginning of year 156,648 216,961
--------- ---------
Cash and cash equivalents, end of period $ 111,245 $ 145,382
========= =========
</TABLE>
See accompanying condensed notes to financial statements.
6
<PAGE>
WELLS REAL ESTATE FUND III, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statements
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) General
------------
Wells Real Estate Fund III, L.P. (the "Partnership") is a Georgia public
limited partnership having Leo F. Wells, III and Wells Capital, Inc., a
Georgia corporation, as General Partners. The Partnership was formed on
July 31, 1988, for the purpose of acquiring, developing, constructing,
owning, operating, improving, leasing and otherwise managing for investment
purposes income-producing commercial properties.
On October 24, 1988, the Partnership commenced a public offering of its
limited partnership units pursuant to a Registration Statement filed on
Form S-11 under the Securities Act of 1933. The Partnership terminated its
offering on October 23, 1990, and received gross proceeds of $22,206,319
representing subscriptions from 2,700 Limited Partners, composed of two
classes of limited partnership interests, Class A and Class B limited
partnership units.
The Partnership owns interests in properties through equity ownership in
the following joint ventures: (i) The Fund II - Fund III Joint Venture,
(ii) The Fund II, III, VI and VII Associates Joint Venture and (iii) The
Fund III - Fund IV Joint Venture.
As of March 31, 1999, the Partnership owned interest in the following
properties: (i) the Greenville Property, an office building in Greenville,
North Carolina, owned directly by the Partnership, (ii) Boeing at the
Atrium, an office building in Houston, Texas, owned directly by Fund II -
Fund III Joint Venture, (iii) the Brookwood Grill, a restaurant located in
Roswell, Georgia, owned by The Fund II - Fund III Joint Venture, (iv) the
Stockbridge Village Shopping Center, a retail shopping center located in
Stockbridge, Georgia, southeast of Atlanta, owned by Fund III - Fund IV
Joint Venture, (v) the G.E. Office Building located in Richmond, Virginia,
owned by Fund III - Fund IV Joint Venture, and (vi) an office/retail center
in Roswell, Georgia, owned by Fund II, III, VI and VII Joint Venture. All
of the foregoing properties were acquired on an all cash basis.
(b) Basis of Presentation
--------------------------
The financial statements of Wells Real Estate Fund III, L.P. have been
prepared in accordance with instructions to Form 10-Q and do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. These quarterly
statements have not been examined by independent accountants, but in the
opinion of the General Partners, the statements for the unaudited interim
periods presented include all adjustments, which are of a normal and
recurring
7
<PAGE>
nature, necessary to present a fair presentation of the results for such
periods. For further information, refer to the financial statements and
footnotes included in the Partnership's Form 10-K for the year ended
December 31, 1998.
(2) Investment in Joint Ventures
----------------------------
The Partnership does not have control over the operations of the joint
ventures; however, it does exercise significant influence. Accordingly,
investment in joint ventures is recorded on the equity method.
For a description of the joint ventures and properties owned by the
Partnership, please refer to the Partnership's Form 10-K for the year ended
December 31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-----------------------------------------------------------------------
RESULTS OF OPERATIONS.
----------------------
The following discussion and analysis should be read in conjunction with
the accompanying financial statements of the Partnership and notes thereto.
This Report contains forward-looking statements, with the meaning of
Section 27A of the Securities Act of 1993 and 21E of the Securities
Exchange Act of 1934, including discussion and analysis of the financial
condition of the Partnership, anticipated capital expenditures required to
complete certain projects, amounts of cash distributions anticipated to be
distributed to Limited Partners in the future and certain other matters.
Readers of this Report should be aware that there are various factors that
could cause actual results to differ materially from any forward-looking
statement made in the Report, which include construction costs which may
exceed estimates, construction delays, lease-up risks, inability to obtain
new tenants upon the expiration of existing leases, and the potential need
to fund tenant improvements or other capital expenditures out of operating
cash flow.
Results in Operations and Changes in Financial Conditions
---------------------------------------------------------
General
-------
Gross revenues of the Partnership were $277,769 for the three months ended
March 31, 1999, with an occupancy rate of 95.6%, as compared to $255,657
for the three months ended March 31, 1998 with an occupancy rate of 95.7%.
The increase for 1999 over 1998 was due to increased income from joint
ventures, primarily 880 Holcomb Bridge and Stockbridge Village.
Expenses of the Partnership increased from $109,927 for the three months
ended March 31, 1998, to $128,850 for the three months ended March 31,
1999. The increase in expenses was due primarily to increased partnership
administrative costs.
8
<PAGE>
Net cash provided from operating activities decreased from $120,753 in 1998
to $74,172 in 1999, due to changes in receivables and payables.
Distributions received from joint ventures and distributions paid to
limited partners increased and therefore, cash and cash equivalents
remained relatively stable.
The Partnership made cash distributions to the Limited Partners hold Class
A Units of $.02 per Class A Unit for the three months ended March 31, 1999
and for the three months ended March 31, 1998. No cash distributions were
made to Limited Partners holding Class B Units or the General Partners for
the three months ended March 31, 1999 and 1998.
The Partnership's distributions paid and payable through the first quarter
of 1999 have been paid from net cash from operations and from distributions
received from its investments in joint ventures, and the Partnership
anticipates that distributions will continue to be paid on a quarterly
basis from such sources. The Partnership expects to meet liquidity
requirements and budget demands through cash flows.
The Partnership is unaware of any know demands, commitments, events or
capital expenditures other than that which is required for the normal
operations of its properties or the properties in which it owns a joint
venture interest that will result in the Partnership's liquidity increasing
or decreasing in any material way.
Year 2000
---------
The Partnership is presently reviewing the potential impact of Year 2000
compliance issues on its information systems and business operations. A
full assessment of Year 2000 compliance issues was begun in late 1997 and
was completed by March 31, 1999. Renovations and replacements of equipment
have been and are being made as warranted. The costs incurred by the
Partnership and its affiliates thus far for renovations and replacements
have been immaterial. Some testing of systems has begun and all testing is
expected to be complete by June 30, 1999.
As to the status of the Partnerships' information technology systems, it is
presently believed that all major systems and software packages with the
exception of the accounting and property management package are Year 2000
compliant. The Partnerships' affiliated entities are purchasing the upgrade
for the accounting and property management package system; however, it is
not slated to be available until the end of the second quarter of 1999. At
the present time, it is believed that all non-major information technology
systems are Year 2000 compliant. The cost to upgrade any noncompliant
systems is believed to be immaterial.
The Partnership is in the process of confirming with the Partnership's
vendors, including third-party service providers such as banks, that their
systems will be Year 2000 compliant. Based on the information received thus
far, the primary third-party service
9
<PAGE>
providers with which the Partnership has relationships have confirmed their
Year 2000 readiness.
The Partnership relies on computers and operating systems provided by
equipment manufacturers, and also on application software designed for use
with its accounting, property management and investment portfolio tracking.
The Partnership has preliminary determined that any costs, problems or
uncertainties associated with the potential consequences of Year 2000
issues are not expected to have a material impact on the future operations
or financial condition of the Partnership. The Partnership will perform due
diligence as to the Year 2000 readiness of each property owned by the
Partnership and each property contemplated for purchase by the Partnership.
The Partnership's reliance on embedded computer systems (i.e.
microcontrollers) is limited to facilities related matters, such as office
security systems and environmental control systems.
The Partnership is currently formulating contingency plans to cover any
areas of concern. Alternate means of operating the business are being
developed in the unlikely circumstance that the computer and phone systems
are rendered inoperable. An off-site facility from which the Partnership
could operate is being sought as well as alternate means of communication
with key third-party vendors. A written plan is being developed for testing
and dispensation to each staff member of the General Partner of the
Partnership.
Management believes that the Partnership's risk of Year 2000 problems is
minimal. In the unlikely event there is a problem, the worst case scenarios
would include the risks that the elevator or security systems within the
Partnership's properties would fail or the key third-party vendors upon
which the Partnership relies would be unable to provide accurate investor
information. In the event that the elevator shuts down, the Partnership has
devised a plan for each building whereby the tenants will use the stairs
until the elevators are fixed. In the event that the security system shuts
down, the Partnership has devised a plan for each building to hire
temporary on-site security guards. In the event that a third-party vendor
has Year 2000 problems relating to investor information, the Partnership
intends to perform a full system back-up of all investor information as of
December 31, 1999, so that the Partnership will have accurate hard-copy
investor information.
10
<PAGE>
PROPERTY OPERATIONS
- -------------------
As of March 31, 1999, the Partnership owned interests in the following
properties:
The Greenville Property- Fund III
- ---------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $ 138,711 $ 137,765
-------- --------
Expenses:
Depreciation 40,442 39,577
Management & leasing expenses 14,228 16,974
Other operating expenses 48,628 38,166
-------- --------
103,298 94,717
-------- --------
Net income $ 35,413 $ 43,048
======== ========
Occupied % 78.5% 92%
Partnership's Ownership % 100% 100%
Cash generated to the Partnership $ 78,664 $ 91,582
Net income generated to the Partnership $ 35,413 $ 43,048
</TABLE>
Rental income increased slightly as of March 31, 1999, as compared to the same
period in 1998, even though occupancy decreased due to increased rental renewal
rates and a one time adjustment to straight-line rental income as IBM released
part of their space to another tenant at a different term. Operating expenses
increased in 1999, as compared to 1998, due primarily to parking lot repairs. As
a result, net income and cash generated decreased for the three months ended
March 31, 1999, as compared to the same period in 1998.
11
<PAGE>
Boeing at the Atrium/Fund II and Fund III Joint Venture
- -------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, 1999 March 31, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Rental income $ 367,536 $ 367,536
------- -------
Expenses:
Depreciation 214,105 216,930
Management & leasing expenses 44,774 44,488
Other operating expenses 196,170 158,431
----------- -----------
455,049 419,849
----------- -----------
Net (loss) $ (87,513) $ (52,313)
=========== ===========
Occupied % 100% 100%
Partnership's Ownership % 38.7% 38.7%
Cash distributions to the Partnership $ 56,587 $ 71,307
Net loss allocated to the Partnership $ (33,868) $ (20,245)
</TABLE>
Rental income and occupancy remained the same for the three months ended March
31, 1999 and 1998. Expenses increased due to additional landscaping and HVAC
repairs in 1999, and a reimbursement of tenant improvements of approximately
$12,000 received from Boeing in 1998 that reduced expenses for that year. As a
result, net loss increased and cash distributions to the Partnership decreased
for the period ended March 31, 1999.
12
<PAGE>
The Brookwood Grill Property/Fund II and Fund III Joint Venture
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, 1999 March 31, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Rental income $ 56,188 $ 56,338
Equity in income of joint venture 33,056 16,131
----------- -----------
89,244 72,469
----------- -----------
Expenses:
Depreciation 13,503 13,503
Management & leasing expenses 8,728 7,033
Other operating expenses 5,525 5,229
----------- -----------
27,756 25,765
----------- -----------
Net income $ 61,488 $ 46,704
=========== ===========
Occupied % 100% 100%
Partnership's Ownership % 37.7% 37.7%
Cash distributions to the Partnership $ 39,519 $ 34,813
Net income allocated to the Partnership $ 23,150 $ 17,584
</TABLE>
Revenues have increased for the three months ended March 31, 1999, as compared
to 1998, due primarily to the increase in equity in income of joint venture,
which is the result of increased occupancy at the Holcomb Bridge Property for
the full three months of 1999, as compared to 1998. Expenses remained
relatively stable with a minor increase in leasing expense. As a result, net
income and cash distributions to the Partnership increased for the three
months ended March 31, 1999, as compared to the same period of 1998.
13
<PAGE>
Holcomb Bridge Road Project / Fund II, III, VI, VII Joint Venture
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, 1999 March 31, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Rental income $ 230,063 $ 213,235
-------- --------
Expenses:
Depreciation 94,129 93,904
Management & leasing expenses 38,874 29,364
Other operating expenses 24,394 23,033
-------- --------
157,397 146,301
-------- --------
Net income $ 72,666 $ 66,934
======== ========
Occupied % 94% 94.1%
Partnership Ownership % 9.1% 9.1%
Cash Distribution to the Fund II -
Fund III Joint Venture $ 35,418 $ 41,168
Net Income Allocated to the
Fund II - Fund III Joint Venture $ 33,056 $ 16,131
</TABLE>
The Partnership holds a 37.65% ownership in the Fund II - Fund III Joint
Venture. While occupancy remained the same at March 31, 1999 and March 31,
1998, rental income, management and leasing fees and net income have
increased in 1999, as compared to 1998, due primarily to two tenants
occupying space at the property late in the first quarter of 1998.
14
<PAGE>
The G.E. Building/Richmond / Fund III - Fund IV Joint Venture
- -------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, 1999 March 31, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Rental Income $ 131,856 $ 131,856
------- -------
Expenses:
Depreciation 49,059 49,053
Management & leasing expenses 10,095 10,014
Other operating expenses 1,245 15,455
------- -------
60,399 74,522
------- -------
Net income $ 71,457 $ 57,334
======= =======
Occupied % 100% 100%
Partnership Ownership % 57.2% 57.3%
Cash Distribution to Partnership $ 72,793 $ 63,249
Net Income allocated to the Partnership $ 40,933 $ 32,862
</TABLE>
Rental income has remained constant for 1999 and 1998. Net income and cash
distributions generated from the G.E. Building increased in the first quarter of
1999, as compared to the same period for 1998, due primarily to a decrease in
expenses resulting from an extraordinary roof repair in 1998.
The Partnership's ownership in the Fund III - Fund IV Joint Venture decreased in
1999, as compared to 1998, due to additional fundings by Wells Fund IV, which
increased the Partnership's ownership in the Fund III - Fund IV Joint Venture
and decreased Wells Fund III's ownership.
15
<PAGE>
The Stockbridge Village Shopping Center / Fund III - Fund IV Joint Venture
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
March 31, 1999 March 31, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Rental Income $ 325,170 $ 285,364
Interest Income 3,500 1,965
------- -------
328,670 287,329
------- -------
Expenses:
Depreciation 88,184 84,747
Management & leasing expenses 33,184 28,463
Other operating expenses 17,338 21,708
------- -------
138,706 134,918
------- -------
Net income $ 189,964 $ 152,411
======= =======
Occupied % 100% 93%
Partnership Ownership % 57.2% 57.3%
Cash Distribution to Partnership $ 160,283 $ 123,483
Net Income allocated to the
Partnership $ 108,809 $ 87,063
</TABLE>
Rental income, management and leasing expenses, net income and cash
distributions increased in 1999 as compared to 1998, due primarily to increased
occupancy and lease renewals.
The Partnership's ownership in the Fund III - Fund IV Joint Venture decreased in
1999, as compared to 1998, due to additional fundings by the Wells Fund IV,
which increased Wells Fund IV's ownership in the Fund III - Fund IV Joint
Venture and decreased the Partnership's ownership.
16
<PAGE>
PART II - OTHER INFORMATION
----------------------------
Item 6(b). No reports on Form 8-K were filed during the first quarter of 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WELLS REAL ESTATE FUND III, L.P.
(Registrant)
Dated: May 11, 1999 By: /s/Leo F. Wells, III
--------------------
Leo F. Wells, III, as Individual
General Partner and as President
and Chief Financial
Officer of Wells Capital, Inc.
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 111,245
<SECURITIES> 11,942,805
<RECEIVABLES> 336,921
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,618,447
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,618,447
<CURRENT-LIABILITIES> 443,526
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 15,174,921
<TOTAL-LIABILITY-AND-EQUITY> 15,618,447
<SALES> 0
<TOTAL-REVENUES> 277,769
<CGS> 0
<TOTAL-COSTS> 128,850
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 148,919
<INCOME-TAX> 148,919
<INCOME-CONTINUING> 148,919
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148,919
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
