Form 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended June 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 0-23842
ATEL Cash Distribution Fund V, L.P.
(Exact name of registrant as specified in its charter)
California 94-3165807
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
235 Pine Street, 6th Floor, San Francisco, California 94104
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
Indicate by a 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 |_|
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements are amended to correctly reflect the termination of a
lease contract. The effect of the changes is to reclassify certain lease assets
as notes receivable and to reduce certain direct finance lease revenues and
losses on sales of lease assets. Investments in leases is decreased by $704,898
and notes receivable is increased by $732,738. Direct finance lease revenues are
decreased by $646,065. The reclassifications result in changing the gains/losses
on sales of lease assets from a loss of $546,070 to a gain of $127,835, a
difference of $673,905. The change to the net income of the Partnership is an
increase of $27,840 for the six and three month periods ended June 30, 1998.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
(Unaudited)
ASSETS
1998 1997
---- ----
Cash and cash equivalents $701,770 $733,263
Accounts receivable 2,045,790 2,194,261
Notes receivable, net of allowance for
doubtful accounts of $100,605 in 1998
and 1997 886,898 382,048
Investments in leases 92,909,716 103,398,004
----------------- -----------------
$96,544,174 $106,707,576
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $35,259,618 $40,138,400
Line of credit 500,000 -
Accounts payable
Equipment purchases 190,348 178,200
General partner 3,760 317,715
Other 260,354 235,068
Accrued interest expense 188,901 219,569
Unearned lease income 865,674 1,004,385
----------------- -----------------
Total liabilities 37,268,655 42,093,337
Partners' capital:
General partner 89,376 69,221
Limited partners 59,186,143 64,545,018
----------------- -----------------
Total partners' capital 59,275,519 64,614,239
----------------- -----------------
Total liabilities and partners' capital $96,544,174 $106,707,576
================= =================
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
INCOME STATEMENTS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Leasing activities:
Operating lease revenues $9,449,991 $10,117,592 $4,673,753 $5,018,125
Direct financing leases 1,104,112 1,445,544 459,662 713,103
Leveraged leases 54,884 80,747 27,442 40,374
Gain on sales of assets 127,835 187,102 50,746 113,685
Interest income 9,438 21,541 3,539 9,665
Other 12,539 3,903 2,720 1,676
----------------- ---------------- ----------------- -----------------
10,758,799 11,856,429 5,217,862 5,896,628
Expenses:
Depreciation and amortization 6,045,676 6,843,581 2,944,249 3,205,850
Interest 1,461,401 1,885,260 690,702 964,380
Equipment and incentive management fees 640,998 821,758 236,671 422,385
Administrative cost reimbursements 230,082 171,615 110,571 81,179
Other 281,587 302,003 145,094 181,166
Provision for losses 55,409 118,564 - 58,966
Professional fees 28,136 45,244 15,503 32,902
----------------- ---------------- ----------------- -----------------
8,743,289 10,188,025 4,142,790 4,946,828
----------------- ---------------- ----------------- -----------------
Net income $2,015,510 $1,668,404 $1,075,072 $949,800
================= ================ ================= =================
Net income:
General partner $20,155 $16,684 $10,751 $9,498
Limited partners 1,995,355 1,651,720 1,064,321 940,302
----------------- ---------------- ----------------- -----------------
$2,015,510 $1,668,404 $1,075,072 $949,800
================= ================ ================= =================
Weighted average number of units
outstanding 12,497,000 12,497,000 12,497,000 12,497,000
Net income per limited partnership unit $0.16 $0.13 $0.09 $0.08
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
SIX MONTH PERIOD ENDED JUNE 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners General
Units Amount Partners Total
<S> <C> <C> <C> <C>
Balance December 31, 1997 12,497,000 $64,545,018 $69,221 $64,614,239
Distributions to limited partners (7,354,230) - (7,354,230)
Net income 1,995,355 20,155 2,015,510
----------------- ---------------- ----------------- -----------------
Balance June 30, 1998 12,497,000 $59,186,143 $89,376 $59,275,519
================= ================ ================= =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENTS OF CASH FLOWS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Operating activities:
<S> <C> <C> <C> <C>
Net income $2,015,510 $1,668,404 $1,075,072 $949,800
Adjustments to reconcile net income
to net cash provided by operations
Depreciation and amortization 6,045,676 6,843,581 2,944,249 3,205,850
Gain on sales of assets (127,835) (187,102) (50,746) (113,685)
Provision for losses 55,409 118,564 - 58,966
Changes in operating assets and liabilities:
Accounts receivable 148,471 1,041,051 31,195 138,016
Other assets - 10,000 - 10,000
Accounts payable, general partner (313,955) (69,711) (313,747) 85,814
Accounts payable, other 25,286 6,016 (13,415) 1,281
Accrued interest expense (30,668) (6,436) (15,813) 21,051
Deposits due to lessees - - - -
Unearned lease income (138,711) (379,698) (93,240) (262,397)
----------------- ---------------- ----------------- -----------------
Net cash provided by operating activities 7,679,183 9,044,669 3,563,555 4,094,696
----------------- ---------------- ----------------- -----------------
Investing activities:
Proceeds from sales of assets 2,603,881 1,095,544 2,059,521 686,962
Reduction in net investment in direct
financing leases 1,065,530 2,112,748 293,994 1,444,275
Payments received on notes receivable 200,048 - 182,214 -
Reduction in net investment in leveraged
leases 140,729 120,568 15,026 4,946
Purchase of equipment on operating leases 12,148 (153,504) 12,148 (20,604)
Purchase of equipment on direct financing
leases - (33,022) - -
----------------- ---------------- ----------------- -----------------
Net cash provided by investing
activities 4,022,336 3,142,334 2,562,903 2,115,579
----------------- ---------------- ----------------- -----------------
</TABLE>
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENTS OF CASH FLOWS
(Continued)
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Financing activities:
<S> <C> <C> <C> <C>
Distributions to limited partners (7,354,230) (6,870,996) (3,749,506) (3,435,685)
Repayment of non-recourse debt (4,878,782) (3,560,519) (2,478,304) (1,830,364)
Borrowings on line of credit 500,000 - 500,000 -
Repayment of line of credit - (6,721,190) - (4,000,000)
Proceeds of non-recourse debt - 5,092,723 - 3,971,358
----------------- ---------------- ----------------- -----------------
Net cash used in financing activities (11,733,012) (12,059,982) (5,727,810) (5,294,691)
----------------- ---------------- ----------------- -----------------
Net (decrease) increase in cash and
cash equivalents (31,493) 127,021 398,648 915,584
Cash at beginning of period 733,263 1,917,349 303,122 1,128,786
----------------- ---------------- ----------------- -----------------
Cash at end of period $701,770 $2,044,370 $701,770 $2,044,370
================= ================ ================= =================
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest $1,492,069 $2,029,221 $690,702 $953,047
================= ================ ================= =================
Leveraged lease assets reclassified to
operating lease assets $902,362
================
Direct financing lease assets reclassified to
notes receivable $704,898 $704,898
================= =================
Operating lease assets reclassified to assets
held or sale or lease $76,858 $21,040
================ =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
1. Summary of significant accounting policies:
Interim financial statements:
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners, necessary to a fair statement of financial
position and results of operations for the interim periods presented. All such
adjustments are of a normal recurring nature. These unaudited interim financial
statements should be read in conjunction with the most recent report on Form
10K.
2. Organization and partnership matters:
ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California on September 23, 1992, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. Contributions in
the aggregate of $600 were received as of October 6, 1992, $100 of which
represented the General Partner's continuing interest, and $500 of which
represented the Initial Limited Partners' capital investment.
Upon the sale of the minimum amount of Units of Limited Partnership interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations. The Fund or the General Partner on behalf
of the Fund, will incur costs in connection with the organization, registration
and issuance of the Units. The amount of such costs to be born by the Fund is
limited by certain provisions in the Agreement of Limited Partnership.
As of November 15, 1994, the Partnership had received subscriptions for
12,500,000 Limited Partnership Units ($125,000,000) in addition to the Initial
Limited Partners' 50 Units. Of those Units, 12,497,000 were issued and
outstanding as of June 30, 1998.
The Fund does not make a provision for income taxes since all income and losses
will be allocated to the Partners for inclusion in their individual tax returns.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
3. Investment in leases:
The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or Reclass-
December 31, Amortization ifications & June 30,
1997 Additions of Leases Dispositions 1998
---- --------- --------- - ------------- ----
<S> <C> <C> <C> <C> <C>
Net investment in operating
leases $74,586,944 ($5,636,346) $453,635 $69,404,233
Net investment in direct
financing leases 25,128,971 (1,065,530) (3,657,643) 20,405,798
Net investment in leveraged
leases 2,909,776 (140,729) - 2,769,047
Residual interests 835,759 - - 835,759
Reserve for losses (2,199,400) ($55,409) - - (2,254,809)
Assets held for sale or lease 65,533 - (60,758) 23,064 27,839
Initial direct costs, net of
accumulated amortization
of $2,474,583 in 1997 and
$2,271,952 in 1998 2,070,421 - (348,572) - 1,721,849
------------------ ----------------- ---------------- ----------------- -----------------
$103,398,004 ($55,409) ($7,251,935) ($3,180,944) $92,909,716
================== ================= ================ ================= =================
</TABLE>
The following schedule provides an analysis of the Partnership's investment in
property on operating leases by major classifications as of December 31, 1997,
acquisitions and dispositions during the quarters ended March 31, 1998 and June
30, 1998 and as of June 30, 1998.
<TABLE>
<CAPTION>
Acquisitions, Reclassifications
December 31, & Dispositions June 30,
1997 1st Quarter 2nd Quarter 1998
---- ----------- ----------- ----
<S> <C> <C> <C> <C>
Transportation $41,483,244 $2,194,026 ($1,826,129) $41,851,141
Construction 24,075,113 - - 24,075,113
Materials handling 17,409,425 (9,069) - 17,400,356
Mining 15,164,692 (3,309,174) - 11,855,518
Furniture and fixtures 5,977,981 - - 5,977,981
Manufacturing 3,475,585 - (113,673) 3,361,912
Printing 2,325,000 - - 2,325,000
Office automation 2,378,155 - (426,420) 1,951,735
Food processing 1,826,162 - - 1,826,162
Other 278,396 - - 278,396
----------------- ---------------- ----------------- -----------------
114,393,753 (1,124,217) (2,366,222) 110,903,314
Less accumulated depreciation (39,806,809) (527,286) (1,164,986) (41,499,081)
----------------- ---------------- ----------------- -----------------
$74,586,944 ($1,651,503) ($3,531,208) $69,404,233
================= ================ ================= =================
</TABLE>
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
3. Investments in leases (continued):
All of the property on operating leases was acquired during 1993, 1994, 1995,
1996 and 1997.
At June 30, 1998, the aggregate amounts of future minimum lease payments are as
follows:
Year ending Direct
December 31, Financing Operating Total
1998 $2,823,793 $9,123,125 $11,946,918
1999 4,663,812 10,624,276 15,288,088
2000 3,778,243 6,325,404 10,103,647
2001 3,106,913 4,480,595 7,587,508
2002 2,759,152 2,640,019 5,399,171
Thereafter 6,667,952 6,894,053 13,562,005
----------------- ---------------- -----------------
$23,799,865 $40,087,472 $63,887,337
================= ================ =================
4. Non-recourse debt:
Notes payable to financial institutions are due in varying monthly and
semi-annual installments of principal and interest. The notes are secured by
assignments of lease payments and pledges of the assets which were purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 10.74%.
Future minimum principal payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
1998 $5,194,960 $1,402,290 $6,597,250
1999 7,891,017 2,083,413 9,974,430
2000 5,680,723 1,506,847 7,187,570
2001 4,586,627 1,066,950 5,653,577
2002 2,918,650 703,533 3,622,183
Thereafter 8,987,641 4,009,255 12,996,896
----------------- ---------------- -----------------
$35,259,618 $10,772,288 $46,031,906
================= ================ =================
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
5. Related party transactions:
The terms of the Agreement of Limited Partnership provide that the General
Partner and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
The General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the Agreement of Limited Partnership as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Equipment and incentive management fees $640,998 $821,758
Reimbursement of administrative costs 230,082 171,615
Acquisition fees equal to 3.5% of the equipment purchase price, for evaluating
and selecting equipment to be acquired (not to exceed approximately 4.75% of
Gross Proceeds, included in investments in leases
in the balance sheet) - 138,021
----------------- -----------------
$871,080 $1,131,394
================= =================
</TABLE>
The amounts above are gross amounts incurred by the General Partner and/or
affiliates, including commissions to broker-dealers for the sales of Limited
Partnership Units.
6. Partner's capital:
The Fund is authorized to issue up to 12,500,000 Units of Limited Partnership
interest in addition to the Initial Limited Partners.
The Fund's Net Profits, Net Losses and Tax Credits are to be allocated 99% to
the Limited Partners and 1% to the General Partner.
As more fully described in the Agreement of Limited Partnership, available Cash
from Operations and Cash from Sales or Refinancing shall be distributed as
follows:
First, 5% of Distributions of Cash from Operations to the General Partner
as Incentive Management Fees.
Second, the balance to the Limited Partners until the Limited Partners have
received aggregate Distributions, as defined, in an amount equal to
their Original Invested Capital, as defined, plus a 10% per annum
cumulative (compounded daily) return on their Adjusted Invested
Capital, as defined.
<PAGE>
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
6. Partner's capital (continued):
Third, the General Partner will receive as Incentive Management Fees, the
following:
(A) 10% of remaining Cash from Operations, as defined,
(B) 15% of remaining Cash from Sales or Refinancing, as defined.
Fourth, the balance to the Limited Partners.
7. Line of credit:
The Partnership participates with the General Partner and certain of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions which expires on October 28, 1998. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.
At June 30, 1998, the Partnership had $500,000 of borrowings under the line of
credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of June 30,
1998.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
Funds which have been received, but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or high-quality/short-term
commercial paper.
The Partnership currently has available adequate reserves to meet contingencies,
but in the event those reserves were found to be inadequate, the Partnership
would likely be in a position to borrow against its current portfolio to meet
such requirements. The General Partner envisions no such requirements for
operating purposes.
As of June 30, 1998, the Partnership had borrowed $58,317,911. The remaining
unpaid balance at that date was $35,259,618. Borrowings are to be non-recourse
to the Partnership, that is, the only recourse of the lender is to the equipment
or corresponding lease acquired or secured with the loan proceeds. The General
Partner expects that aggregate borrowings in the future will be approximately
40% of aggregate equipment cost. In any event, the Agreement of Limited
Partnership limits such borrowings to 40% of the total cost of equipment, in
aggregate.
No commitments of capital have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 1998, there were no such
commitments.
If inflation in the general economy becomes significant, it may affect the
Partnership inasmuch as the residual (resale) values and rates on re-leases of
the Partnership's leased assets may increase as the costs of similar assets
increase. However, the Partnership's revenues from existing leases would not
increase, as such rates are generally fixed for the terms of the leases without
adjustment for inflation.
If interest rates increase significantly, the lease rates that the Partnership
can obtain on future leases will be expected to increase as the cost of capital
is a significant factor in the pricing of lease financing. Leases already in
place, for the most part, would not be affected by changes in interest rates.
Cash flows
For both the three and six month periods in 1998 and 1997, the Partnership's
primary source of cash flows from operations was rents from operating leases.
In 1998, the most significant source of cash from investing activities was
proceeds from sales of lease assets ($2,603,881 for the six month period and
$2,059,521 for the three month period). Rents from direct financing leases were
also significant in both the three and six month periods.
In 1998, the only source of cash from financing activities was $500,000 borrowed
on the line of credit in the second quarter. In 1997, the Partnership's only
source of cash from financing activities was proceeds from non-recourse debt.
The debt proceeds were used to pay down the line of credit.
<PAGE>
Results of operations
The primary source of revenues is operating leases and is expected to remain so
in future periods. As leases reach their scheduled terminations, the Partnership
expects to either sell the assets or to re-lease them. Revenues from succeeding
leases are usually lower than the amounts received on earlier leases. As a
result, lease rents are expected to decline in future periods until all of the
assets are sold. Operating lease revenues declined by $667,601 (from $10,117,592
in 1997 to $9,449,991 in 1998) for the six month periods and $344,392 (from
$5,018,125 in 1997 to $4,673,753 in 1998) for the three month periods.
Depreciation is the Partnership's largest expense and is related directly to
operating lease assets and revenues. Depreciation also decreased for both the
three and six month periods as a result of these lease terminations.
In 1998, sales of assets resulted in gains ($127,835 for the six month period
and $50,746 for the three month period) compared to gains in 1997 of $187,102
(six months) and $113,685 (three months).
Interest expense has declined for both the six and three month periods as a
result of decreased total debt balances compared to 1997.
Management fees are related to lease revenues (equipment management fees) and
the amounts of cash generated from operations which is distributed to the
limited partners (incentive management fees). Lease revenues declined compared
to 1997 as noted above. More of the distributions to the limited partners came
from the proceeds of asset sales (on which no management fees are being paid)
rather than from cash generated from operations. These gave rise to the
decreases in management fees compared to 1997.
OTHER
Year 2000 Issues
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer programs
that have time sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculation causing disruptions of operations, including, among other things,
a temporary inability to process transactions or engage in similar normal
business activities.
The Partnership uses primarily third party software and is communicating with
key vendors to ensure that the Partnership's systems are year 2000 compliant.
Based on these discussions, the Partnership does not expect that the costs
related to the year 2000 issue will be significant. Ultimately, the potential
impact of the year 2000 issue will depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable.
Item 2. Changes In Securities.
Inapplicable.
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission Of Matters To A Vote Of Security Holders.
Inapplicable.
Item 5. Other Information.
Inapplicable.
Item 6. Exhibits And Reports On Form 8-K.
(a) Documents filed as a part of this report
1. Financial Statements
Included in Part I of this report:
Balance Sheets, June 30, 1998 and December 31, 1997.
Statements of operations for the six and three month
periods ended June 30, 1998 and 1997.
Statement of changes in partners' capital for the six
months ended June 30, 1998.
Statements of cash flows for the six and three month
periods ended June 30, 1998 and 1997.
Notes to the Financial Statements.
2. Financial Statement Schedules
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
(b) Report on Form 8-K
None
<PAGE>
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.
Date:
November 23, 1998
ATEL CASH DISTRIBUTION FUND V, L.P.
(Registrant)
By: ATEL Financial Corporation
General Partner of Registrant
By: /s/ A. J. BATT
----------------------------------
A. J. Batt
President and Chief Executive Officer
of General Partner
By: /s/ DEAN L. CASH
----------------------------------
Dean L. Cash
Executive Vice President
of General Partner
By: /s/ F. RANDALL BIGONY
-------------------------------------
F. Randall Bigony
Principal financial officer of registrant
By: /s/ DONALD E. CARPENTER
-------------------------------------
Donald E. Carpenter,
Principal accounting officer of
registrant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 701,770
<SECURITIES> 0
<RECEIVABLES> 2,045,790
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 96,544,174
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 59,275,519
<TOTAL-LIABILITY-AND-EQUITY> 96,544,174
<SALES> 0
<TOTAL-REVENUES> 10,758,799
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,226,479
<LOSS-PROVISION> 55,409
<INTEREST-EXPENSE> 1,461,401
<INCOME-PRETAX> 2,015,510
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,015,510
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,015,510
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
