UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1998
-----------------------------------------------------------
[ ] 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 0-27822
---------------------------------------------------------
ICON Cash Flow Partners, L.P., Series B
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3518939
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(914) 698-0600
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
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.
[ x] Yes [ ] No
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
September 30, December 31,
1998 1997
Assets
<S> <C> <C>
Cash .................................................. $ 42,285 $ 139,915
----------- -----------
Investment in finance leases
Minimum rents receivable ........................... 757,661 1,229,282
Estimated unguaranteed residual values ............. 240,689 251,860
Unearned income .................................... (121,408) (220,468)
Allowance for doubtful accounts .................... (39,009) (50,407)
----------- -----------
837,933 1,210,267
----------- -----------
Investment in financings
Receivables due in installments .................... 485,683 805,841
Unearned income .................................... (50,971) (97,213)
Allowance for doubtful accounts .................... (19,827) (42,827)
----------- -----------
414,885 665,801
----------- -----------
Other assets .......................................... 100 50,650
----------- -----------
Total assets .......................................... $ 1,295,203 $ 2,066,633
=========== ===========
Liabilities and Partners' Equity
Notes payable ......................................... $ 697,544 $ 1,048,541
Accounts payable to General Partner and affiliates, net 101,960 103,840
Accounts payable ...................................... 14,772 58,953
Security deposits and deferred credits ................ 9,293 13,541
----------- -----------
823,569 1,224,875
----------- -----------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ..................................... (167,255) (163,555)
Limited partners (199,800 units outstanding,
$100 per unit original issue price) .............. 638,889 1,005,313
----------- -----------
Total partners' equity ................................ 471,634 841,758
----------- -----------
Total liabilities and partners' equity ................ $ 1,295,203 $ 2,066,633
=========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Operations
(unaudited)
<TABLE>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenues
<S> <C> <C> <C> <C>
Net gain on sales or
remarketing of equipment ......... $ 98,473 $ 86,828 $ 186,194 $ 129,348
Finance income ..................... 39,999 67,812 139,433 213,051
Interest income and other .......... 2,610 16,448 27,002 36,628
Income from equity investment
in joint venture ................. -- 2,586 -- 12,241
--------- --------- --------- ---------
Total revenues ..................... 141,082 173,674 352,629 391,268
--------- --------- --------- ---------
Expenses
Interest ........................... 16,839 28,531 63,296 81,474
General and administrative ......... 15,153 12,559 41,112 49,218
Administrative expense reimbursement
- General Partner ................ 4,890 8,256 16,147 32,150
Reversal of allowance for
doubtful accounts ................ (36,892) -- (36,892) --
--------- --------- --------- ---------
Total expenses ..................... (10) 49,346 83,663 162,842
--------- --------- --------- ---------
Net income ............................ $ 141,092 $ 124,328 $ 268,966 $ 228,426
========= ========= ========= =========
Net income allocable to:
Limited partners ................... $ 139,681 $ 123,085 $ 266,276 $ 226,142
General Partner .................... 1,411 1,243 2,690 2,284
--------- --------- --------- ---------
$ 141,092 $ 124,328 $ 268,966 $ 228,426
========= ========= ========= =========
Weighted average number of limited
partnership units outstanding ...... 199,800 199,800 199,800 199,800
========= ========= ========= =========
Net income per weighted average
limited partnership unit ........... $ .70 $ .62 $ 1.33 $ 1.13
========= ========= ========= =========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Nine Months Ended September 30, 1998 and
the Years Ended December 31, 1997, 1996 and 1995
(unaudited)
<TABLE>
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
--------- ---------- -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 $ 4,887,191 $ (124,383) $ 4,762,808
Cash distributions
to partners ...... $5.89 $3.11 (1,799,763) (18,180) (1,817,943)
Limited partnership
units redeemed
(200 units) ...... (3,967) -- (3,967)
Net income ......... 621,599 6,279 627,878
----------- ----------- -----------
Balance at
December 31, 1995 3,705,060 (136,284) 3,568,776
Cash distributions
to partners ...... $6.28 $2.72 (1,798,200) (18,164) (1,816,364)
Net income ......... 543,890 5,494 549,384
----------- ----------- -----------
Balance at
December 31, 1996 2,450,750 (148,954) 2,301,796
Cash distributions
to partners ...... $7.23 $1.77 (1,798,200) (18,164) (1,816,364)
Net income ......... 352,763 3,563 356,326
----------- ----------- -----------
Balance at
December 31, 1997 1,005,313 (163,555) 841,758
Cash distributions
to partners ...... $1.84 $1.33 (632,700) (6,390) (639,090)
Net income ......... 266,276 2,690 268,966
----------- ----------- -----------
Balance at
September 30, 1998 $ 638,889 $ (167,255) $ 471,634
=========== =========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Nine Months Ended September 30,
(unaudited)
<TABLE>
1998 1997
---- ----
Cash flows provided by operating activities:
<S> <C> <C>
Net income .................................................. $ 268,966 $ 228,426
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Net gain on sales or remarketing of equipment ............ (186,194) (129,348)
Collection of principal - non-financed receivables ....... 590,232 595,748
Finance income portion of receivables paid
directly to lenders by lessees ........................ -- (7,297)
Interest expense on non-recourse financing paid
directly by lessees ................................... -- 3,798
Income from equity investment in joint venture ........... -- (12,241)
Distribution from investment in joint venture ............ -- 154,408
Changes in operating assets and liabilities:
Security deposits, deferred credits and account payable (48,429) 65,870
Allowance for doubtful accounts ....................... (34,398) (28,974)
Accounts payable to General Partner and affiliates, net (1,880) (61,099)
Other, net ............................................ (2,938) 50,701
----------- -----------
Total adjustments .................................... 316,393 631,566
----------- -----------
Net cash provided by operating activities ................ 585,359 859,992
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ............................ 307,098 288,985
Equipment and receivables purchased ......................... -- (822,592)
----------- -----------
Net cash provided by (used in) investing activities ...... 307,098 (533,607)
----------- -----------
Cash flows from financing activities:
Cash distributions to partners .............................. (639,090) (1,362,273)
-----------
Principal payments on note payable .......................... (350,997) (321,013)
Proceeds from note payable .................................. -- 1,500,000
----------- -----------
Net cash used in financing activities .................... (990,087) (183,286)
----------- -----------
Net increase (decrease) in cash ................................ (97,630) 143,099
Cash, beginning of period ...................................... 139,915 123,486
----------- -----------
Cash, end of period ............................................ $ 42,285 $ 266,585
=========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosures of Cash Flow Information
During the nine months ended September 30, 1998 and 1997, non-cash
activities included the following:
1998 1997
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees -- $ 268,952
Principal and interest on non-recourse financing
paid directly by lessees -- (268,952)
---------- ---------
$ -- $ --
========== ==========
Interest expense of $63,296 and $81,474 for the nine months ended
September 30, 1998 and 1997 consisted of interest expense on notes payable of
$62,058 and $77,676, interest expense on affiliate note of $1,238 and $0, and
interest expense on non-recourse financing accrued or paid directly to lenders
by lessees of $0 and $3,798 respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Unaudited Financial Statements
September 30, 1998
1. Basis of Presentation
The financial statements of ICON Cash Flow Partners, L.P., Series B (the
"Partnership") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of income for each period shown.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such SEC rules and regulations.
Management believes that the disclosures made are adequate to make the
information presented not misleading. The results for the interim period are not
necessarily indicative of the results for the full year. These financial
statements should be read in conjunction with the financial statements and notes
included in the Partnership's 1997 Annual Report on Form 10-K.
2. Amendment to Partnership Agreement
The Partnership's original Reinvestment Period expired on November 15,
1995, five years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. A majority of the limited partnership
units outstanding responded affirmatively, and the amendments were adopted.
These amendments are effective from and after November 15, 1995 and were as
follows: (1) extended the Reinvestment Period for a maximum of four additional
years and likewise delayed the start and end of the Liquidation Period, and (2)
eliminated the Partnership's obligation to pay the General Partner a portion of
accrued and unpaid management fees, and any additional management fees which
would otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General Partner
will be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.
3. Related Party Transactions
For the nine months ended September 30, 1998 and 1997, no management fees
were accrued or paid to the General Partner. (See Note 2 for additional
information regarding management fees.) For the nine months ended September 30,
1998 and 1997, the Partnership paid or accrued to the General Partner
administrative expense reimbursements of $16,147 and $32,150, respectively,
which were charged to operations.
In March 1998, an affiliate, ICON Cash Flow Partners, L.P., Series C,
lent the Partnership $150,000. The loan bore interest at the rate of 11%. The
loan was repaid in June 1998. The Partnership paid $1,238 to Series C for
interest related to the note.
For the nine months ended September 30, 1998 and 1997 no acquisition fees
were paid or accrued by the Partnership.
4. Year 2000
The Partnership relies on computer information systems for its transaction
processing and for general data processing. The Year 2000 issue arose because
many existing computer programs have been written using two digits rather than
four to define the applicable year. As a result, the program could interpret
dates ending in "00" as the year 1900 rather than the year 2000. In certain
cases, such errors could result in system failures or miscalculations that
disrupt the operation of the affected businesses.
The Partnership uses computer information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General Partner's primary computer information systems are provided by
third parties vendors. The General Partner has formally communicated with these
vendors and has received assurance that their programs are Year 2000 compliant.
In addition, the General Partner has gathered information about the Year 2000
readiness of significant vendors and third-party servicers and continues to
monitor developments in this area. All of the General Partner's peripheral
computer technologies, such as its network operating system and third party
software applications, including payroll and electronic banking have been
evaluated and have been found to be Year 2000 compliant. The ultimate impact of
the Year 2000 issue on the Partnership will depend to a great extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's lessees will have a material self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or delayed revenues to the Partnership. The effect of this risk to the
Partnership is not determinable.
The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal computers. The
General Partner's costs incurred to date and expected future costs are not
material.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
September 30, 1998
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, financings and equity investment in joint venture of 67%, 33% and 0%, of
total investments at September 30, 1998, respectively, and 58%, 34% and 8% of
total investments at September 30, 1997, respectively.
Results of Operations
Three Months Ended September 30, 1998 and 1997
The Partnership did not lease or finance any equipment for the three months
ended September 30, 1998 and 1997.
Revenues for the three months ended September 30, 1998 were $141,082,
representing a decrease of $32,592 or 19% from 1997. The decrease in revenues
was attributable to a decrease in finance income of $27,813 or 41%, a decrease
in interest income and other of $13,838 or 84%, and a decrease in income from
joint venture of $2,586 or 100% from 1997. These decreases were partially offset
by an increase in net gain on sale or remarketing of equipment of $11,645 or
13%. Finance income decreased due to a decrease in the average size of the
portfolio from 1997 to 1998. The decrease in interest income and other resulted
from a decrease in the average cash balance from 1997 to 1998. The decrease in
income from equity investment in joint venture resulted from the Partnership's
1997 sale of its investment in the joint venture. The increase in the net gain
on sales or remarketing of equipment resulted from an increase in the total
number of leases maturing and the underlying equipment being sold or remarketed
for which proceeds received were in excess of the remaining carrying value.
Expenses for the three months ended September 30, 1998 were $(10),
representing a change of $49,356 from 1997. The decrease in expenses was
attributable to a decrease in interest expense of $11,692 or 41%,a decrease in
administrative expense reimbursements of $3,366 or 41% and a reduction of the
allowance for doubtful accounts of $36,892. These decreases were partially
offset by an increase in general and administrative expense of $2,594 or 21%.
The decrease in interest expense resulted from a decrease in the average debt
outstanding from 1997 to 1998. Administrative expense reimbursements decreased
due to a decrease in the average size of the portfolio from 1997 to 1998. The
reduction of the allowance for doubtful accounts resulted from an analysis of
delinquency, an assessment of overall risk and a review of historical loss
experience. The increase in general and administrative expenses resulted from an
increase in professional services.
Net income for the three months ended September 30, 1998 and 1997 was
$141,092 and $124,328, respectively. The net income per weighted average limited
partnership unit was $.70 and $.62 for 1998 and 1997, respectively.
Nine Months Ended September 30, 1998 and 1997
For the nine months ended September 30, 1998 and 1997, the Partnership
leased or financed equipment with an initial cost of $0 and $822,592,
respectively, to 0 and 10 lessees or equipment users, respectively. The weighted
average initial transaction term relating to these transactions in 1997 was 37
months.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
September 30, 1998
Revenues for the nine months ended September 30, 1998 were $352,629,
representing a decrease of $38,639 or 10% from 1997. The decrease in revenues
was attributable to a decrease in finance income of $73,618 or 35%, a decrease
in income from equity investment in joint venture of $12,241 or 100%, and a
decrease in interest income and other of $9,626 or 26%. These decreases were
partially offset by an increase in net gain on sales or remarketing of equipment
of $56,846 or 44%. The decrease in finance income resulted from a decrease in
the average size of the portfolio from 1997 to 1998. The decrease in income from
equity investment in joint venture resulted from the Partnership's 1997 sale of
its investment in the joint venture. The decrease in interest income and other
was a result of a decrease in the average cash balance from 1997 to 1998. The
increase in net gain on sales or remarketing of equipment resulted from an
increase in the total number of leases maturing and the underlying equipment
being sold or remarketed for which proceeds received were in excess of the
remaining carrying value.
Expenses for the nine months ended September 30, 1998 were $83,663,
representing a decrease of $79,179 or 49% from 1997. The decrease in expenses
was attributable to a decrease in interest expense of $18,178 or 22%, a decrease
in administrative expense reimbursements of $16,003 or 50%, a decrease in
general and administrative expense of $8,106 or 16% and a reduction of the
allowance for doubtful accounts of $36,892. Interest expense decreased due to a
decrease in the average debt outstanding from 1997 to 1998. Administrative
expense reimbursements and general and administrative expense decreased due to a
decrease in the average size of the portfolio from 1997 to 1998. The reduction
of the allowance for doubtful accounts resulted from an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.
Net income for the nine months ended September 30, 1998 and 1997 was
$268,966 and $228,426, respectively. The net income per weighted average limited
partnership unit was $1.33 and $1.13 for 1998 and 1997, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the nine months ended
September 30, 1998 and 1997 were net cash provided by operations of $585,359 and
$859,992, respectively, and proceeds from sales of equipment of $307,098 and
$288,985, respectively. These funds were used to purchase equipment in 1997, to
fund cash distributions and to make payments on borrowings. The Partnership
intends to fund future cash distributions, to the extent funds are available,
utilizing cash provided by operations and proceeds from sales of equipment.
Cash distributions to limited partners for the nine months ended September
30, 1998 and 1997, which were paid monthly, totaled $632,700 and $1,348,650, of
which $266,276 and $226,142 was investment income and $366,424 and $1,122,508
was a return of capital, respectively. The monthly annualized cash distribution
rate to limited partners was 4.22% and 9.00% of which 1.78% and 1.67% was
investment income and 2.44% and 7.33% was a return of capital, respectively,
calculated as a percentage of each partner's initial capital contribution. The
limited partner distribution per weighted average unit outstanding for the nine
months ended September 30, 1998 and 1997 was $3.17 and $6.75, of which $1.33 and
$1.13 was investment income and $1.84 and $5.62 was a return of capital. As a
result of a review and analysis of the Partnership's projected cash flow, the
Partnership has decreased the distribution rate to an annualized rate of 1%.
This change was effective for the September 1, 1998 distribution.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
September 30, 1998
The Partnership's original Reinvestment Period expired on November 15,
1995, five years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. A majority of the limited partnership
units outstanding responded affirmatively, and the amendments were adopted.
These amendments are effective from and after November 15, 1995 and were as
follows: (1) extended the Reinvestment Period for a maximum of four additional
years and likewise delay the start and end of the Liquidation Period, and (2)
eliminated the Partnership's obligation to pay the General Partner a portion of
accrued and unpaid management fees, and any additional management fees which
would otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General Partner
will be returned to the Partnership in the form of an additional capital
contribution by the General Partner.
The Partnership relies on computer information systems for its transaction
processing and for general data processing. The Year 2000 issue arose because
many existing computer programs have been written using two digits rather than
four to define the applicable year. As a result, the program could interpret
dates ending in "00" as the year 1900 rather than the year 2000. In certain
cases, such errors could result in system failures or miscalculations that
disrupt the operation of the affected businesses.
The Partnership uses computer information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General Partner's primary computer information systems are provided by
third parties vendors. The General Partner has formally communicated with these
vendors and has received assurance that their programs are Year 2000 compliant.
In addition, the General Partner has gathered information about the Year 2000
readiness of significant vendors and third-party servicers and continues to
monitor developments in this area. All of the General Partner's peripheral
computer technologies, such as its network operating system and third party
software applications, including payroll and electronic banking have been
evaluated and have been found to be Year 2000 compliant. The ultimate impact of
the Year 2000 issue on the Partnership will depend to a great extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's lessees will have a material self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or delayed revenues to the Partnership. The effect of this risk to the
Partnership is not determinable.
The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal computers. The
General Partner's costs incurred to date and expected future costs are not
material.
As of September 30, 1998, except as noted above, there were no known
trends or demands, commitments, events or uncertainties which are likely to have
any material effect on liquidity. As cash is realized from operations and sales
of equipment, the Partnership will invest in equipment leases and financings and
make cash distributions where it deems it to be prudent, while retaining
sufficient cash to meet its reserve requirements and recurring obligations as
they become due.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
No reports or Form 8-K were filed by the Partnership during the quarter ended
September 30, 1998.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
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.
ICON CASH FLOW PARTNERS, L.P., SERIES B
File No. 33-28145 (Registrant)
By its General Partner,
ICON Capital Corp.
February 18, 1999 /s/ Kevin F. Redmond
- -------------------- ---------------------------------------
Date Kevin F. Redmond
Vice President and Chief
Financial Officer
(Principal financial and account
officer of the General Partner
of the Registrant)
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<NAME> ICON Cash Flow Partners, L.P., Series B
<CIK> 0000849278
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 42,285
<SECURITIES> 0
<RECEIVABLES> 1,243,344
<ALLOWANCES> 58,836
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,295,203
<CURRENT-LIABILITIES> ** 0
<BONDS> 697,544
0
0
<COMMON> 0
<OTHER-SE> 471,634
<TOTAL-LIABILITY-AND-EQUITY> 1,295,203
<SALES> 325,627
<TOTAL-REVENUES> 352,629
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 57,259
<LOSS-PROVISION> (36,892)
<INTEREST-EXPENSE> 63,296
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 268,966
<EPS-PRIMARY> 1.33
<EPS-DILUTED> 1.33
<FN>
* The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
** The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
</FN>
</TABLE>