<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, 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 0-20273
-------
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
--- ---
1 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
PART 1 - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Assets
Real estate, at cost:
Land $ 1,700 $ 1,700
Buildings and improvements, net of accumulated
depreciation of $17,496 (1999) and $15,725 (1998) 30,902 31,800
-------- --------
32,602 33,500
Other Assets:
Cash and cash equivalents 13,035 3,788
Restricted cash 2,629 467
Other assets 289 356
Deferred rent receivable 1,147 690
Deferred costs, net of accumulated amortization
of $1,689 (1999) and $2,504 (1998) 2,792 2,269
-------- --------
Total assets $ 52,494 $ 41,070
======== ========
Liabilities and Partners' Capital
Liabilities:
Mortgage loan payable $ 37,000 $ 25,622
Accrued interest payable 72 203
Accounts payable and accrued expenses 829 1,109
Payable to related party 464 200
Security deposits 127 135
-------- --------
Total liabilities 38,492 27,269
-------- --------
Commitments
Partners' Capital:
Preferred unit holders' capital (460 units outstanding) 10,419 10,218
Investor limited partners' capital (460 units outstanding) 5,093 5,093
General partner's deficit (1,510) (1,510)
-------- --------
Total Partners' Capital 14,002 13,801
-------- --------
Total Liabilities and Partners' Capital $ 52,494 $ 41,070
======== ========
</TABLE>
See notes to consolidated financial statements.
2 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
---------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1999 1998
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 6,957 $ 6,414
Other 523 577
------- -------
Total revenues 7,480 6,991
------- -------
Expenses:
Real estate taxes 407 397
Payroll and payroll expense reimbursements 486 442
Operating expenses 524 469
Repairs and maintenance 628 623
Utilities 698 705
Management and other fees 490 456
General and administrative costs 128 255
Insurance 82 81
Depreciation 1,771 1,561
Amortization 394 422
------- -------
Total expenses 5,608 5,411
------- -------
Operating income 1,872 1,580
Non-operating income (expense):
Interest income 168 212
Interest expense (1,839) (1,886)
------- -------
Net income (loss) $ 201 $ (94)
======= =======
Net income (loss) allocated:
General Partners $ -- $ (1)
Preferred Unit Holders 201 (62)
Investor Limited Partners -- (31)
------- -------
$ 201 $ (94)
======= =======
Net income (loss) allocated per unit:
Preferred Unit Holders $436.96 $(134.78)
======= =======
Investor Limited Partners $ -- $(67.39)
======= =======
</TABLE>
See notes to consolidated financial statements.
3 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1999 1998
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 2,443 $ 2,146
Other 188 185
------- -------
Total revenues 2,631 2,331
------- -------
Expenses:
Real estate taxes 134 134
Payroll and payroll expense reimbursements 161 139
Operating expenses 156 161
Repairs and maintenance 185 209
Utilities 234 248
Management and other fees 163 159
General and administrative costs 35 76
Insurance 28 27
Depreciation 611 545
Amortization 132 145
------- -------
Total expenses 1,839 1,843
------- -------
Operating income 792 488
Non-operating income (expense):
Interest income 66 58
Interest expense (624) (627)
------- -------
Net income (loss) $ 234 $ (81)
======= =======
Net income (loss) allocated:
General Partners $ -- $ (1)
Preferred Unit Holders 234 (53)
Investor Limited Partners -- (27)
------- -------
$ 234 $ (81)
======= =======
Net income (loss) allocated per unit:
Preferred Unit Holders $508.70 $(115.22)
======= =======
Investor Limited Partners $ -- $(58.70)
======= =======
</TABLE>
See notes to consolidated financial statements.
4 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
PREFERRED
UNITS OF UNITS OF PREFERRED INVESTOR
LIMITED LIMITED UNIT LIMITED GENERAL
PARTNERSHIP PARTNERSHIP HOLDERS' PARTNERS' PARTNER'S
INTEREST INTEREST CAPITAL CAPITAL (DEFICIT) TOTAL
----------- ----------- --------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance - January 1, 1999 460 460 $10,218 $ 5,093 $(1,510) $13,801
Net income -- -- 201 -- -- 201
------- ------- ------- ------- ------- -------
Balance - September 30, 1999 460 460 $10,419 $ 5,093 $(1,510) $14,002
======= ======= ======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
5 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
---------------------------------
SEPTEMBER 30, SEPTEMBER 30,
1999 1998
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ 201 $ (94)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,166 2,030
Deferred rent receivable (457) (368)
Changes in assets and liabilities:
Other assets 67 93
Accrued interest payable (131) (1)
Accounts payable, accrued expenses, payable
to related party and security deposits (24) (2,186)
-------- --------
Net cash provided by (used in) operating activities 1,822 (526)
-------- --------
Cash Flows from Investing Activities:
Additions to buildings and improvements (873) (1,700)
(Increase) decrease in restricted cash (2,162) 206
Deferred lease costs (224) (391)
-------- --------
Net cash used in investing activities (3,259) (1,885)
-------- --------
Cash Flows from Financing Activities:
Satisfaction of mortgage loan (25,413) --
Proceeds of mortgage loan 37,000 --
Principal payments on mortgage loan (209) (216)
Distributions to partners -- (4,646)
Deferred loan costs (694) --
-------- --------
Net cash provided by (used in) financing activities 10,684 (4,862)
-------- --------
Net increase (decrease) in cash and cash equivalents 9,247 (7,273)
Cash and cash equivalents, beginning of period 3,788 11,116
-------- --------
Cash and cash equivalents, end of period $ 13,035 $ 3,843
======== ========
Supplemental Disclosure of Cash Flow Information:
Cash Paid For Interest $ 1,969 $ 1,840
======== ========
</TABLE>
See notes to consolidated financial statements.
6 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
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,
1998.
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, 1999 presentation. The balance sheet at December 31, 1998 was
derived from audited financial statements at such date.
The results of operations for the three and nine months ended September 30,
1999 and 1998 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 Limited Partnership, the managing general partner of the
Investor 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 5% of cash
receipts. For the nine months ended September 30, 1999 and 1998,
management fees of $356,000 and $329,000, respectively, were incurred.
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 approximately $179,000 per annum. Fees of $134,000 and
$127,000 were paid or accrued during the periods ended September 30,
1999 and 1998, respectively.
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 applicable construction project. Fees of $42,000 and $44,000 were
incurred during the nine months ended September 30, 1999 and 1998,
respectively, and have been capitalized to the cost of buildings and
improvements.
7 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Related Party Transactions (Continued)
d. In accordance with the partnership agreement then in effect, the
General Partner is entitled to receive 1% of aggregate cash
distributions. In January 1998, the General Partner received a
distribution of $46,000.
e. In October 1999, in accordance with the Partnership's Second Amended
and Restated Partnership Agreement ("Agreement"), the Preferred
Unitholders who are also affiliates of the General Partner, received
$6,158,000 of the $10,695,000 in cash distributions from the proceeds
received from the mortgage refinancing (see Note 5).
f. For services rendered in obtaining the new mortgage loan, an affiliate
of the General Partner earned $185,000, which has been capitalized as
a deferred cost.
3. Allocation of Income and Cash Distributions
In accordance with the Agreement, losses are allocated 1% to the General
Partner and 99% to the limited partners in proportion to and to the extent
of the positive balances in the limited partners' capital accounts. Net
income is allocated, first, to the Preferred Unitholders in an amount equal
to the excess of the cumulative distributions made or to be made; second,
to restore net loss previously allocated to the Preferred Unitholders; and
the balance to the Unitholders and to the General Partner, to restore net
loss previously allocated to them during the period that the Preferred
Units were outstanding. The Agreement also provides that while the
Preferred Units are outstanding, cash flow and capital proceeds (as defined
in the Agreement) shall be distributed first to the Preferred Unitholders
in an amount equal to a cumulative annual 12% non-compounded return on
their preferred invested capital; and in the case of capital proceeds only,
to the Preferred Unitholders in a cumulative amount equal to the greater of
$46,500 or an amount equal to the subscription price per Preferred Unit
together with a cumulative annual 15% compounded return thereon. Cash flow
is then distributed 99% to the limited partners and 1% to the General
Partner until the limited partners have received an amount equal to an
annual 6% per annum noncumulative, noncompounded return on their invested
capital and the balance, if any, 97% to the limited partners, and 3% to the
General Partners.
4. Distributions
In January 1998, the Partnership distributed $4,600,000 ($10,000 per unit)
to investor limited partners and $46,000 to the General Partner.
In October 1999, the Partnership distributed $10,695,000 ($23,250 per unit)
to Preferred Unitholders from the proceeds received from the mortgage
refinancing.
8 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Mortgage Refinancing
On September 23, 1999 the Partnership refinanced its existing mortgage. The
new mortgage in the amount of $37,000,000 replaced indebtedness of
approximately $25,413,000. The mortgage requires monthly payments of
interest only and bears interest at 325 basis points over 30-day LIBOR
(8.81% at September 30, 1999). The mortgage matures on September 20, 2002
at which time the principal and all unpaid interest is due. In connection
with the refinancing, the Partnership was required to establish a reserve
for tenant improvements of $2,500,000 and a security deposit reserve of
$128,000. The reserves are included in restricted cash in the accompanying
consolidated balance sheet at September 30, 1999.
6. Segment Information
The Partnership has two reportable segments, the Office Tower and the
Garage. The Partnership evaluates performance based on net operating
income, which is income before depreciation, amortization, interest and
non-operating items.
Segment information for the nine months ended September 30, 1999 and 1998,
is shown in the tables below (in thousands). The "Other" column includes
partnership administrative items and income and expense not allocated to a
reportable segment.
<TABLE>
<CAPTION>
Office Parking
Tower Garage Other Total
------ ------- ------ -------
1999
<S> <C> <C> <C> <C>
Rental income $ 6,957 $ - $ - $ 6,957
Other income 189 334 - 523
Interest income 68 - 100 168
Interest expense 1,775 64 - 1,839
Depreciation and amortization 2,131 34 - 2,165
Segment profit (loss) 47 236 (82) 201
Total assets 48,378 1,110 3,006 52,494
Capital expenditures 873 - - 873
1998
Rental income $ 6,414 $ - $ - $ 6,414
Other income 261 316 - 577
Interest income 68 - 144 212
Interest expense 1,818 68 - 1,886
Depreciation and amortization 1,949 34 - 1,983
Segment profit (loss) (116) 214 (192) (94)
Total assets 37,107 1,155 3,122 41,384
Capital expenditures 1,700 - - 1,700
</TABLE>
9 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
Item 2. Management's Discussion and Analysis or Plan of Operation
The matters discussed in this Form 10-QSB contain certain
forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory
matters, etc.) detailed in the disclosures contained in this Form
10-QSB and the other filings with the Securities and Exchange
Commission made by the Partnership from time to time. The discussion
of the Partnership's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such
matters, does not take into account the effects of any changes to the
Partnership's operations. Accordingly, actual results could differ
materially from those projected in the forward-looking statements as a
result of a number of factors, including those identified herein.
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 level of liquidity based on cash and cash equivalents
increased by $9,247,000 during the nine months ended September 30,
1999, as compared to December 31, 1998. The increase is due to
$1,822,000 of cash provided by operating activities and $10,684,000 of
cash provided by financing activities, which was partially offset by
$3,259,000 of cash used in investing activities. Cash from operations
increased during the period ended September 30, 1999 primarily as a
result of the timing of payments and receipts of various operating
activities. Cash provided by financing activities consisted of
$37,000,000 of proceeds received from the mortgage loan refinancing,
which was partially offset by $25,413,000 of cash used in the
satisfaction of the previous mortgage loan, $209,000 of mortgage
principal amortization and $694,000 in deferred loan costs. Cash used
in investing activities consisted of $873,000 of cash used for
improvements to real estate, primarily tenant improvements, $224,000
of cash expended on leasing costs and commissions and an increase of
$2,162,000 in restricted cash. The Property is approximately 99%
leased as of September 30, 1999. At September 30, 1999, the
Registrant's cash and cash equivalents has been invested primarily in
money market accounts.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of
capital expenditures required at the Property to adequately maintain
the physical assets and the other operating needs of the Operating
Partnership. Such assets are currently thought to be sufficient for
any near-term needs of the Operating Partnership. The Operating
Partnership refinanced its mortgage on September 23, 1999. The new
mortgage indebtedness of $37,000,000 matures on September 20, 2002. As
a result of the refinancing, the Partnership distributed $10,695,000
to the Preferred Unitholders in October 1999 in satisfaction of a
portion of the Preferred Unitholders priority return.
10 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)
Liquidity and Capital Resources (Continued)
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 the limited partners will not receive a complete
return of their invested capital. The extent to which invested capital
is refunded to the limited partners and preferred unit holders is
dependent upon the performance of the Property and the market in which
it is located. Subsequent to September 2002, the maturity date of the
mortgage, the ability to hold and operate the Property is dependent
upon the Operating Partnership's ability to refinance or restructure
the first mortgage loan or sell the Property.
Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The
Registrant is dependent upon the Managing General Partner and its
affiliates for management and administrative services. Any computer
programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in system failure or miscalculations
causing disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
During the first half of 1998, the Managing General Partner and its
affiliates completed their assessment of the various computer software
and hardware used in connection with the management of the Registrant.
This review indicated that significantly all of the computer programs
used by the Managing General Partner and its affiliates are
off-the-shelf "packaged" computer programs which are easily upgraded
to be Year 2000 compliant. In addition, to the extent that custom
programs are utilized by the Managing General Partner and its
affiliates, such custom programs are Year 2000 compliant.
Following the completion of its assessment of the computer software
and hardware, the Managing General Partner and its affiliates began
upgrading those systems which required upgrading. To date,
significantly all of these systems have been upgraded. The Registrant
has to date not borne, nor is it expected that the Registrant will
bear, any significant costs in connection with the upgrade of those
systems requiring remediation.
To date, the Managing General Partner is not aware of any external
agent with a Year 2000 issue that would materially impact the
Registrant's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that
external agents will be Year 2000 compliant. The Managing General
Partner does not believe that the inability of external agents to
complete their Year 2000 resolution process in a timely manner will
have a material impact on the financial position or results of
operations of the Registrant. However, the effect of non-compliance by
external agents is not readily determinable.
11 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)
Results of Operations
Operating results, before non-operating income (expense) for the nine
months ended September 30, 1999, as compared to 1998, increased by
$292,000 due to an increase in revenue of $489,000, which was
partially offset by an increase in expenses of $197,000. Operating
results, before non-operating income (expense) for the three months
ended September 30, 1999, as compared to 1998, improved by $304,000.
Revenues for the nine months ended September 30, 1999, as compared to
1998, increased due to an increase in rental income of $543,000, which
was partially offset by a decrease in other income of $54,000. Rental
income increased due to an increase in overall occupancy from 89% at
January 1, 1998 and 98% at September 30, 1998, to approximately 99% at
September 30, 1999, and an increase in rental rates.
Expenses increased by $197,000 for the nine months ended September 30,
1999, as compared to 1998, primarily due to increases in depreciation
($210,000), operating expenses ($55,000), payroll and payroll expense
reimbursements ($44,000) and management and other fees ($34,000).
These increases were partially offset by a decrease in general and
administrative expenses ($127,000). Depreciation expense increased due
to expenditures for tenant improvements made in connection with an
increase in leasing activity.
Interest income decreased by $44,000 due to the distribution in
January 1998 of approximately $4,646,000, which reduced the amount of
capital available for investment. Interest expense decreased by
$47,000 primarily due to the amortization of the mortgage principal
prior to refinancing on September 23, 1999. All other income and
expense items, including the garage operation, remained relatively
constant.
12 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
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.
13 of 14
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1999
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/ Thomas Staples
-----------------------
Thomas Staples
Chief Financial Officer
DATED: November 15, 1999
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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 15,664,000<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 50,098,000
<DEPRECIATION> 17,496,000
<TOTAL-ASSETS> 52,494,000
<CURRENT-LIABILITIES> 0
<BONDS> 37,000,000
0
0
<COMMON> 0
<OTHER-SE> 14,002,000
<TOTAL-LIABILITY-AND-EQUITY> 52,494,000
<SALES> 0
<TOTAL-REVENUES> 7,480,000
<CGS> 0
<TOTAL-COSTS> 5,480,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,839,000)
<INCOME-PRETAX> 201,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 201,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 201,000
<EPS-BASIC> 436.96<F2>
<EPS-DILUTED> 436.96<F2>
<FN>
<F1>
Includes $2,629,000 of restricted cash.
<F2>
Primary EPS and diluted EPS include $436.96 per Preferred Unit of
Limited Partnership Interest.
</FN>
</TABLE>
