<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------
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 0-20273
-------
1999 Broadway Associates Limited Partnership
--------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 04-6613783
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Cambridge Center, Cambridge, MA 02142
------------------------------------ -------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
--------------------
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
-------- --------
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
(In Thousands, Except Unit Data) 1997 1996
------------- --------------
<S> <C> <C>
Assets
Real estate, at cost:
Land $ 1,700 $ 1,700
Buildings and improvements, net of accumulated
depreciation of $13,256 (1997) and $12,204 (1996) 28,090 27,442
------------ -------------
29,790 29,142
Other Assets:
Cash and cash equivalents 3,299 8,580
Restricted cash 662 1,000
Other assets 343 290
Deferred rent receivable 471 665
Deferred costs, net of accumulated amortization
of $3,624 (1997) and $3,248 (1996) 1,802 1,153
------------ -------------
Total assets $ 36,367 $ 40,830
============ =============
Liabilities and Partners' Capital
Liabilities:
Mortgage loan payable $ 25,981 $ 28,135
Accrued interest payable 206 252
Accounts payable and accrued expenses 829 1,072
Payable to related party 132 22
Security deposits 163 140
------------ -------------
Total liabilities 27,311 29,621
------------ -------------
Commitments
Partners' Capital:
Investor limited partners' equity (460 units outstanding 10,509 12,640
General partner's deficit (1,453) (1,431)
------------ -------------
Total Partners' Capital 9,056 11,209
------------ -------------
Total Liabilities and Partners' Capital $ 36,367 $ 40,830
============ =============
</TABLE>
See notes to consolidated financial statements.
2 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
<TABLE>
<CAPTION>
Consolidated Statements of Operations (Unaudited) For the Nine Months Ended
September 30, September 30,
(In Thousands, Except Unit Data) 1997 1996
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 3,945 $ 3,790
Other 344 269
------------- -------------
Total Revenues 4,289 4,059
------------- -------------
Expenses:
Real estate taxes 488 485
Payroll and payroll expense reimbursements 475 451
Operating expenses 363 381
Repairs and maintenance 532 530
Utilities 543 528
Management and other fees 418 324
General and administrative costs 228 123
Insurance 71 93
Depreciation and amortization 1,378 1,279
------------- -------------
Total Expenses 4,496 4,194
------------- -------------
Operating loss (207) (135)
Non-operating income (expense):
Interest income 233 466
Interest expense (1,940) (2,195)
Reorganization item - professional fees (239) (750)
------------- -------------
Net loss $ (2,153) $ (2,614)
============= =============
Net loss allocated:
General Partner $ (22) $ (26)
Investor Limited Partners (2,131) (2,588)
------------- -------------
$ (2,153) $ (2,614)
============= =============
Net loss allocated to Limited Partners per
Limited Partner Unit $ (4,632.61) $ (5,626.09)
============= =============
</TABLE>
See notes to consolidated financial statements.
3 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
<TABLE>
<CAPTION>
Consolidated Statements of Operations (Unaudited) For the Three Months Ended
September 30, September 30,
(In Thousands, Except Unit Data) 1997 1996
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 1,340 $ 1,282
Other 127 101
------------- -------------
Total Revenues 1,467 1,383
------------- -------------
Expenses:
Real estate taxes 164 162
Payroll and payroll expense reimbursements 148 142
Operating expenses 117 112
Repairs and maintenance 178 165
Utilities 192 179
Management and other fees 140 107
General and administrative costs 83 51
Insurance 24 31
Depreciation and amortization 508 366
------------- -------------
Total Expenses 1,554 1,315
------------- -------------
Operating (loss) income (87) 68
Non-operating income (expense):
Interest income 66 146
Interest expense (636) (732)
Reorganization item - professional fees (181) (750)
------------- -------------
Net loss $ (838) $ (1,268)
============= =============
Net loss allocated:
General Partner $ (8) $ (13)
Investor Limited Partners (830) (1,255)
------------- -------------
$ (838) $ (1,268)
============= =============
Net loss allocated to Limited Partners per
Limited Partner Unit $ (1,804.35) $ (2,728.26)
============= =============
</TABLE>
See notes to consolidated financial statements.
4 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
Consolidated Statement of Partners' Capital (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Units of Investor
Limited General Limited Total
Partnership Partner's Partners' Partners'
Interest Deficit Capital Capital
----------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Balance - January 1, 1997 460 $ (1,431) $ 12,640 $ 11,209
Net loss - (22) (2,131) (2,153)
----------- --------- ----------- ----------
Balance - September 30, 1997 460 $ (1,453) $ 10,509 $ 9,056
=========== ========= =========== ==========
</TABLE>
See notes to consolidated financial statements.
5 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
(In Thousands) For the Nine Months Ended
September 30, September 30,
1997 1996
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (2,153) $ (2,614)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation 1,052 906
Amortization 376 421
Deferred rent receivable 194 321
Changes in assets and liabilities:
Other assets (53) (222)
Accrued interest payable (46) 2,147
Accounts payable, accrued expenses, payable
to related party and security deposits (110) 936
------------- -------------
Net cash (used in) provided by operating activities (740) 1,895
Cash Flows from Investing Activities:
Additions to buildings and improvements (1,700) (243)
Decrease in restricted cash 338 -
Deferred costs (1,025) (40)
------------- -------------
Net cash used in investing activities (2,387) (283)
------------- -------------
Cash Flows from Financing Activities:
Principal payments on mortgage note (2,154) -
------------- -------------
Cash used in financing activities (2,154) -
------------- -------------
Net (Decrease) Increase in Cash and Cash Equivalents (5,281) 1,612
Cash and cash equivalents, beginning of period 8,580 14,130
------------- -------------
Cash and cash equivalents, end of period $ 3,299 $ 15,742
============= =============
Supplemental Disclosure of Cash Flow Information:
Cash Paid For Interest $ 1,936 $ -
============= =============
</TABLE>
See notes to consolidated financial statements.
6 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. General
The accompanying financial statements reflect the accounts of 1999
Broadway Associates Limited Partnership (the "Investor Partnership") and
1999 Broadway Partnership (the "Operating Partnership"). The Investor
Partnership and the Operating Partnership are collectively referred to
as the "Partnership". These consolidated financial statements, footnotes
and discussions should be read in conjunction with the consolidated
financial statements, related footnotes and discussions contained in the
Partnership's Annual Report on Form 10-KSB for the year ended December
31, 1996.
The financial information contained herein is unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
financial information have been included. All adjustments are of a
normal recurring nature. Certain amounts have been reclassified to
conform to the September 30, 1997 presentation. The balance sheet at
December 31, 1996 was derived from audited financial statements at such
date.
The results of operations for the three and nine months ended September
30, 1997 and 1996 are not necessarily indicative of the results to be
expected for the full year.
2. Related Party Transactions
The Partnership has incurred charges and made commitments to companies
affiliated by common ownership and management with Winthrop Financial
Associates, a Maryland Limited Partnership (the "General Partner").
Related-party transactions with the General Partner and its affiliates
include the following:
a. The Operating Partnership accrues to an affiliate of the
General Partner an annual property management fee equal to the
greater of 5% of cash receipts or $397,560. For the nine
months ended September 30, 1997, management fees of $298,000
were incurred. In accordance with the Plan of Reorganization
(see Note 3), commencing on the Plan's effective date,
property management fee payments were reduced to 4% of cash
receipts as long as the New Note (as defined below) is
outstanding. Management fees of $190,000 were paid during the
nine months ended September 30, 1997.
b. The Partnership pays or accrues to the General Partner an
annual partnership administration and investor service fee of
$100,000, which, since 1990, has been increased annually by 6%
to its present level of $160,000 per annum. Fees of $120,000
were paid during the period ended September 30, 1997.
c. The Partnership pays or accrues to an affiliate of the General
Partner a construction management fee equal to 5% of the
aggregate cost of each construction project. Fees of $57,000
were incurred during the nine months ended September 30, 1997
and have been capitalized to the cost of building and
improvements.
7 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
3. Petition of Relief Under Chapter 11 and Modification of Mortgage Loan
Payable
The Partnership and the holder of the mortgage on the Property (the
"Lender") reached an agreement pursuant to which the Lender voted in
favor of the Plan of Reorganization (the "Plan") submitted by the
Operating Partnership, which was confirmed by the Bankruptcy Court on
November 13, 1996. The Plan became effective on February 28, 1997
("Effective Date") and provides for the modification of the existing
loan, as follows: (i) the maturity date has been extended one year to
September 1999, (ii) principal payments are based on a 25 year
amortization schedule, (iii) additional principal payments of $2,000,000
were paid on the Initial Consummation Date (as defined below) and on the
Plan's Effective Date, (iv) monthly interest only payments from the
Initial Consummation Date to the Effective Date and (v) the modification
of the existing mortgage as of the Effective Date to incorporate the
above modifications ("New Note"). The loan continues to bear interest at
9.5% per annum.
Pursuant to the Plan, on November 26, 1996 (the "Initial Consummation
Date") the Partnership paid $7,147,000 to the Lender. This payment
consisted of a $2,000,000 principal payment, $3,300,000 of accrued
interest from October 1, 1995 to November 26, 1996, a $1,000,000 payment
to a reserve fund for potential debt service shortfalls and to provide
funds to lease up the property, and approximately $847,000 for
pre-petition liabilities, other claims of the Lender and costs
associated with the reorganization. This payment represents the
satisfaction of the pre-petition liabilities at face value, and,
accordingly, no gain or loss was recognized. In addition, the following
covenants have been incorporated in the New Note: (i) property
management fee payments have been reduced to 4% of cash receipts as long
as the New Note is outstanding, (ii) no distributions to partners by
either the Investor or Operating Partnership are permitted while the New
Note is outstanding (although a distribution from the Investor
Partnership would constitute a default under the New Note, the Lender
has no lien or other interest in cash that may be distributed by the
Investor Partnership), (iii) all tenant improvements shall be funded by
the Investor Partnership and, (iv) minimum tangible net worth
requirements of the partners of the Operating Partnership have been
established.
The Operating Partnership did not have sufficient cash flows to meet its
February 1997 and a portion of its June 1997 debt service requirements
primarily due to the timing of payment of the semi-annual real estate
taxes. Accordingly, the entire February 1997 interest only payment of
$223,000, and $145,000 of the June 1997 principal and interest payment
were funded from the reserve established at the Initial Consummation
Date.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
4. Partners Equity
In order to fund required tenant improvements, refinance and reduce the
Partnership's indebtedness and increase working capital, the General
Partner has determined that it is necessary to increase the
Partnership's equity by means of an offering of subscription rights to
holders of limited partner interests (the "Unitholders") to purchase 12%
cumulative, non-compounded preferred partnership units ("Preferred
Units"). The Partnership filed offering and proxy material with the
Securities and Exchange Commission and commenced the offering during
October 1997. This offering is conditioned upon the consent, as required
under the Partnership's existing partnership agreement, of the requisite
number of Unitholders. In the event that the Plan to raise additional
equity is approved by the Unitholders, Bronco, L.L.C., an affiliate of
the General Partner and a Unitholder, has agreed to exercise its right
as a Unitholder and subscribe for all Preferred Units which are not
subscribed for by the remaining Unitholders. The Partnership expects to
receive gross proceeds equal to approximately $10.695 million from this
offering, which expires on December 15, 1997. In addition, if the
offering is completed, the Partnership intends to distribute $4.6
million to Unitholders ($10,000 per unit).
9 of 14
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
Item 2. Management's Discussion and Analysis or Plan of Operation
This Item should be read in conjunction with the consolidated
financial statements and other items contained elsewhere in the
report.
Liquidity and Capital Resources
The Registrant, through its 99.9% ownership interest in 1999 Broadway
Partnership (the "Operating Partnership"), owns a 42-story office
tower located in Denver, Colorado together with a parking garage
located one and one-half blocks northeast of the office tower
(collectively, the "Property"). The Operating Partnership generates
rental revenue from the Property and is responsible for the
Property's operating expenses as well as its administrative costs.
The Registrant's original business plan was to selectively contribute
its reserves to the Operating Partnership to enhance the Property's
value (through leasing the Property). The Registrant hoped that the
Denver market would improve so that the Property could generate cash
flow distributions and realize capital appreciation above the first
mortgage loan. The Denver market has not yet achieved the fundamental
rebound required for the Registrant to achieve its long term
investment objectives of generating cash flow distributions and
realizing capital appreciation.
The Registrant's level of liquidity based on cash and cash
equivalents decreased by $5,281,000 during the nine months ended
September 30, 1997, as compared to December 31, 1996. The decline is
attributable to $740,000 of cash used in operating activities,
$2,387,000 of cash used in investing activities and $2,154,000 of
cash used in financing activities. Cash from operations declined
during the period ended September 30, 1997 primarily as a result of
low occupancy due to restrictions on leasing imposed by the
Bankruptcy Court. Cash used in investing activities consisted of
$1,700,000 of cash used for improvements to real estate and
$1,025,000 cash expended on current leasing activity, which were
partially offset by a decline of $338,000 in restricted cash. Cash
used in financing activities consisted of a $2,000,000 principal
payment on the Plan's Effective Date and mortgage principal
amortization. During the bankruptcy petition period, the Registrant's
leasing activity was restricted by the bankruptcy court. The
Registrant is currently attempting to lease-up the unoccupied space.
At present, the Registrant has executed leases with new tenants for
approximately 114,000 square feet of space with occupancy dates
between December 1997 and January 1998, which, when occupied and
assuming no subsequent vacancies, would cause the office tower to be
88% occupied. The Registrant has budgeted to expend all of its
working capital reserves for tenant improvements and leasing
commissions during the next twelve months. In its efforts to obtain
new tenants, the Registrant may be required to agree to expend
amounts in excess of amounts originally budgeted for tenant
improvements. The funding for potential expenditures for tenant
improvements and leasing commission will be provided by the Investor
Partnership through existing capital reserves and, if consummated, a
portion of the proceeds expected to be received from the issuance of
preferred partnership units (as discussed below). The Registrant
invests its working capital reserves in a money market account.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Liquidity and Capital Resources (Continued)
In order to fund these required tenant improvements, refinance and
reduce the Registrant's indebtedness and increase working capital,
the General Partner has determined that it is necessary to increase
the Registrant's equity by means of an offering of subscription
rights to holders of limited partner interests (the "Unitholders") to
purchase 12% cumulative, non-compounded preferred Registrant units
("Preferred Units"). The Registrant filed offering and proxy material
with the Securities and Exchange Commission and commenced the
offering during October 1997. This offering is conditioned upon the
consent, as required under the Registrants existing partnership
agreement, of the requisite number of Unitholders. In the event that
the Plan to raise additional equity is approved by the Unitholders,
Bronco, L.L.C., an affiliate of the General Partner and a Unitholder,
has agreed to exercise its right as a Unitholder and subscribe for
all Preferred Units which are not subscribed for by the remaining
Unitholders. The Registrant expects to receive gross proceeds equal
to approximately $10.695 million from this offering, which expires on
December 15, 1997. In addition, if the offering is completed, the
Registrant intends to distribute $4.6 million to Unitholders ($10,000
per unit). If this offering is not consummated, the Registrant will
have insufficient capital, unless comparable financing can be
obtained, with which to fund the required tenant improvements, which
will cause a breach of agreement with the new tenants. It is expected
that if these lease agreements were terminated due to the Registrants
breach, the Registrant would have insufficient cash flow from the
Property to meet its debt service obligations.
The Registrant and the holder of the first mortgage on the Property
reached an agreement pursuant to which the Lender voted in favor of
the Plan of Reorganization submitted by the Operating Partnership,
which was confirmed by the Bankruptcy Court on November 13, 1996. The
Plan, as approved by the Bankruptcy Court, provides for the
modification of the existing loan encumbering the property, as
follows: (i) the maturity date has been extended one year to
September 1999; and (ii) principal payments are based on a 25 year
amortization schedule (instead of 30 years), with a balloon payment
being due at maturity. The loan continues to bear interest at 9.5%
per annum.
On November 26, 1996 (the "Initial Consummation Date") the Registrant
paid $7,147,000 to the lender. The initial consummation payment
consisted of a $2,000,000 principal payment, $3,300,000 of accrued
interest from October 1, 1995 to November 26, 1996, a $1,000,000
payment to a reserve fund for potential debt service shortfalls and
to provide funds to lease up the property, and approximately $847,000
for pre-petition liabilities, other claims of the Lender and costs
associated with the reorganization. This payment represents the
satisfaction of the pre-petition liabilities at face value, and,
accordingly, no gain or loss was recognized.
At this time, it appears that the original investment objective of
capital growth from the inception of the Registrant will not be
attained and that Limited Partners will not receive a complete return
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Liquidity and Capital Resources (Continued)
of their invested capital. The extent to which invested capital is
refunded to Limited Partners is dependent upon the performance of the
Property and the market in which it is located. Subsequent to
September 1999, the ability to hold and operate the Property is
dependent upon the consummating of the offering and the Operating
Partnership's ability to restructure or refinance the first mortgage
loan or sell the property.
Results of Operations
Operating results, before non-operating income (expenses), for the
nine months ended September 30, 1997, as compared to 1996, declined
by $72,000 due to an increase in expenses of $302,000, which was
partially offset by an increase in revenues of $230,000. Operating
results, before non-operating income (expenses), for the three months
ended September 30, 1997, as compared to 1996, declined by $155,000.
Expenses increased by $302,000 for the nine months ended September
30, 1997, as compared to 1996, primarily due to increases in general
and administrative costs ($105,000), management and other fees
($94,000), depreciation and amortization ($99,000), payroll and
payroll expense reimbursements ($24,000) and utilities ($15,000).
These increases were partially offset by decreases in insurance
($22,000) and operating expenses ($18,000). The increase in general
and administrative expenses relates primarily to advertising
expenditures, which had previously been restricted by the bankruptcy
court and an increase in professional fees in 1997. Depreciation and
amortization expense increased due to expenditures for tenant
improvements and leasing commissions made in connection with an
increase in leasing activity.
Revenues, for the nine months ended September 30, 1997, as compared
to 1996, increased due to an increase in rental income of $155,000
and an increase in other income of $75,000. Rental income increased
due to an increase in average rental rates. Occupancy remained
relatively constant (70% in 1997 vs. 69% in 1996). Other income
increased primarily due to a real estate tax refund received in 1997,
net of amounts refunded to tenants.
Interest income decreased by $233,000 for the nine months ended
September 30, 1997, as compared to 1996, due to a decline in average
working capital reserves available for investment. This decline
relates to the various payments made by the Partnership on the
Initial Consummation Date and Effective Date of the Plan of
Reorganization, and expenditures relating to an increase in leasing
activities.
Interest expense decreased by $255,000 due to the payment of
$4,000,000 in mortgage principal as part of the Plan of
Reorganization and the amortization of mortgage principal.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27. Financial Data Schedule, is filed as an Exhibit to this report.
(b) Reports on Form 8-K:
No report of Form 8-K was filed during the period.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 1997
------------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
BY: WINTHROP FINANCIAL ASSOCIATES, A LIMITED
PARTNERSHIP MANAGING GENERAL PARTNER
BY: /s/ Michael L. Ashner
----------------------------------
Michael L. Ashner
Chief Executive Officer
BY: /s/ Edward V. Williams
----------------------------------
Edward V. Williams
Chief Financial Officer
DATED: November 14, 1997
14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from 1999 Broadway
Associates Limited Partnership and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,961,000 <F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 43,046,000
<DEPRECIATION> (13,256,000)
<TOTAL-ASSETS> 36,367,000
<CURRENT-LIABILITIES> 0
<BONDS> 25,981,000
<COMMON> 0
0
0
<OTHER-SE> 9,056,000
<TOTAL-LIABILITY-AND-EQUITY> 36,367,000
<SALES> 0
<TOTAL-REVENUES> 4,289,000
<CGS> 0
<TOTAL-COSTS> 4,268,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,940,000
<INCOME-PRETAX> (2,153,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,153,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,153,000)
<EPS-PRIMARY> (4,632.61)
<EPS-DILUTED> (4,632.61)
<FN>
<F1> Includes $662,000 of restricted cash.
</FN>
</TABLE>
