<PAGE>
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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 1-14760
---------------------------------------------------------
RESOURCE ASSET INVESTMENT TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 23-2919819
- ---------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1845 WALNUT STREET, 10TH FLOOR, PHILADELPHIA, PA 19103
---------------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
(215) 861-7900
----------------------------------------------------
(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 preceding12 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
------- --------
As of October 31, 1999, 6,178,483 common shares of beneficial interest, with
a par value of $0.01 per share, were outstanding.
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Index to Quarterly Report
on Form 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1999 (unaudited)
and December 31, 1998 3
Consolidated Statements of Income (unaudited) for the three
and nine months ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows (unaudited) for the
nine months ended September 30, 1999 and 1998 5
Notes to Consolidated Financial Statements-September 30, 1999 (unaudited) 6-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12
PART II. OTHER INFORMATION
Item 6. Exhibits 15
</TABLE>
-2-
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, 1999
(unaudited) December 31, 1998
------------------ ------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 7,559,641 $ 5,011,666
Restricted cash 8,121,890 --
Accrued interest receivable 2,621,971 1,057,919
Investments in real estate loans, net 137,154,671 126,273,069
Investments in real estate, net 72,443,206 68,244,109
Furniture, fixtures and equipment, net 94,840 108,885
Prepaid expenses and other assets 1,055,716 563,443
------------- -------------
Total Assets $ 229,051,935 $ 201,259,091
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable and accrued liabilities 228,853 142,067
Accrued interest payable 954,660 674,047
Deferred interest payable 667,169 115,568
Tenant security deposits 183,953 144,830
Borrowers' escrows 8,137,970 418,402
Dividends payable 3,144,487 --
Deferred income 531,162 24,000
Senior indebtedness secured by real estate
underlying the Company's wraparound loans 45,837,632 46,936,032
Long term debt secured by real estate owned 70,116,174 67,267,925
Secured line of credit 14,000,000 --
------------- -------------
Total Liabilities 143,802,060 115,722,871
Minority interest -- 17,761
Shareholders' Equity
Preferred Shares, $.01 par value; 25,000,000
authorized shares -- --
Common Shares, $.01 par value; 200,000,000
authorized shares; 6,165,660 and 6,165,334,
respectively, issued and outstanding 61,657 61,654
Additional paid-in-capital 85,810,250 85,817,332
Accumulated deficit (622,032) (360,527)
------------- -------------
Total Shareholders' Equity 85,249,875 85,518,459
------------- -------------
Total Liabilities and Shareholders' Equity $ 229,051,935 $ 201,259,091
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the nine months
ended September 30, ended September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Mortgage interest income $ 5,328,172 $ 4,377,340 $15,056,232 $ 7,853,189
Rental income 3,174,264 1,670,761 8,811,984 1,719,896
Fee income and other 22,500 97,625 317,500 147,625
Investment income 78,115 468,416 182,933 830,746
Gain on sale of loan -- -- 131,125 --
----------- ----------- ----------- -----------
Total Revenues 8,603,051 6,614,142 24,499,774 10,551,456
COSTS AND EXPENSES
Interest 2,742,664 2,246,764 8,311,380 3,142,303
Property operating expenses 1,741,340 749,378 4,469,736 749,378
General and administrative 387,172 267,263 1,176,034 756,036
Depreciation and amortization 387,720 403,941 1,391,763 441,770
----------- ----------- ----------- -----------
Total Costs and Expenses 5,258,896 3,667,346 15,348,913 5,089,487
----------- ----------- ----------- -----------
Net Income before minority interest $ 3,344,155 $ 2,946,796 $ 9,150,861 $ 5,461,969
----------- ----------- ----------- -----------
Minority interest -- -- 17,761 --
Net Income $ 3,344,155 $ 2,946,796 $ 9,168,622 $ 5,461,969
=========== =========== =========== ===========
Net Income per common share-basic
$.54 $.48 $1.49 $1.32
==== ==== ===== =====
Weighted average common shares outstanding-basic 6,165,614 6,157,359 6,165,428 4,146,869
=========== =========== =========== ===========
Net income per common share-diluted $.54 $.48 $1.48 $1.30
===== ===== ====== ======
Weighted average common shares
outstanding-diluted 6,181,496 6,182,877 6,179,704 4,191,747
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended September 30,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities
Net Income $ 9,168,622 $ 5,461,969
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of loan (131,125) --
Minority interest (17,761) --
Depreciation and amortization 1,391,763 441,770
Amortization of original issue discount -- (5,001)
Accretion of loan discount (566,307) (191,604)
Increase in restricted cash (8,121,890) --
Increase in accrued interest receivable (1,564,052) (1,124,167)
Increase in prepaid expenses and other assets (407,192) (943,050)
Increase (decrease) in accounts payable and accrued liabilities 86,786 (400,764)
Increase in accrued interest payable 280,613 830,553
Increase in deferred interest payable 551,601 --
Increase in tenant security deposits 39,123 100,950
Increase in deferred income 507,163 36,000
Increase in borrowers' escrows 7,719,568 1,032,700
Decrease in due affiliate -- (1,579,330)
------------ ------------
Net cash provided by operating activities $ 8,936,912 $ 3,660,026
------------ ------------
Cash flows from investing activities
Purchase of furniture, fixtures and equipment (5,460) (116,876)
Real estate loans purchased (14,835,230) (20,646,388)
Real estate loans originated (23,659,877) (76,640,580)
Proceeds from sale of loan 2,481,782 --
Principal repayments of loans 24,844,266 13,801,878
Real estate purchases and improvements (2,387,001) (2,456,336)
Utilization of reserves held by mortgagee to pay taxes 77,541 --
------------ ------------
Net cash used in investing activities $(13,483,979) $(86,058,302)
------------ ------------
Cash flows from financing activities
Advances on secured line of credit 14,000,000 --
Issuance of common stock, net -- 88,034,366
Payment of dividends (6,288,640) (5,644,396)
Principal repayments on senior indebtedness (284,842) (214,177)
Principal repayments on long-term debt (327,397) --
Proceeds of long-term debt -- 1,100,000
Other (4,079) --
------------ ------------
Net cash provided by financing activities $ 7,095,042 $ 83,275,793
------------ ------------
Net change in cash and cash equivalents 2,547,975 877,517
------------ ------------
Cash and cash equivalents, beginning of period 5,011,666 --
------------ ------------
Cash and cash equivalents, end of period $ 7,559,641 $ 877,517
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-5-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, these unaudited financial statements
contain all disclosures which are necessary to present fairly the Company's
consolidated financial position at September 30, 1999 and the results of
operations and the cash flows for the three and nine months ended September 30,
1999 and 1998. The financial statements include all adjustments (consisting only
of normal recurring adjustments) which in the opinion of management are
necessary in order to present fairly the financial position and results of
operation for the interim periods. Certain information and footnote disclosures
normally included in financial statements under generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
NOTE 2 - RESTRICTED CASH AND BORROWERS' ESCROWS
Restricted cash and Borrowers' escrows represent borrowers' funds held
by the Company to fund certain expenditures or to be released at the Company's
discretion upon the occurrence of certain pre-specified events, and to serve as
additional collateral for the related loan.
NOTE 3-INVESTMENTS IN REAL ESTATE LOANS
The Company's portfolio of Investments in real estate loans consisted
of the following at September 30, 1999:
<TABLE>
<CAPTION>
<S> <C>
Long-term first mortgages and senior loan participations $ 27,999,744
Mezzanine (including wraparound) loans 77,020,923
Short-term bridge loans 32,360,161
Less: Provision for loan losses (226,157)
------------
Investments in real estate loans 137,154,671
Less: Senior indebtedness secured by real estate
underlying the Company's wraparound loans (45,837,632)
------------
Net Investments in real estate loans $ 91,543,199
============
</TABLE>
The following is a summary description of the assets contained in the
Company's portfolio of Investments in real estate loans:
<TABLE>
<CAPTION>
Number of Average Loan-to- Yield Range of
Type of Loan Loans Value Range Maturities
------------ ----- ----- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Long-term first mortgages and senior loan participations 6 45% 9-16% 3/28/01-10/31/03
Mezzanine (including wraparound) loans 12 85% 10-18% 1/1/03-1/31/09
Short term bridge loans 4 78% 15-36% 11/30/99-7/29/00
</TABLE>
-6-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (CONTINUED)
(Unaudited)
Approximately $81.9 million of the loans are secured by multi-family
residential properties and $55.5 million of the loans are secured by commercial
properties.
As of September 30, 1999, twelve of the Company's purchased loans were
still subject to forbearance agreements or other contractual restructurings that
existed at the time the Company acquired the loans. During the quarter ending
September 30, 1999, all payments under the agreements were timely made and all
borrowers were otherwise in full compliance with the terms of the agreements.
The remaining ten loans in the Company's portfolio were performing in accordance
with their terms as originally underwritten by the Company and were current as
to payments as of September 30, 1999.
As of September 30, 1999, senior indebtedness secured by real estate
underlying the Company's wraparound loans consists of the following:
Loan payable, secured by real estate, monthly
installments of $13,789, including interest at
7.08%, remaining principal due December 1, 2008 $1,916,827
Loan payable, secured by real estate, monthly
installments of $17,051, including interest at
6.83%, remaining principal due December 1, 2008 2,423,328
Loan payable, secured by real estate, monthly
installments of $10,070, including interest at
6.83%, remaining principal due December 1, 2008 1,529,188
Loan payable, secured by real estate, monthly
installments of $80,427, including interest at 6.95%,
remaining principal due July 1, 2008 12,003,764
Loan payable. secured by real estate, monthly
installments of $28,090, including interest at 6.82%,
remaining principal due November 1, 2008 4,262,286
Loan payable, secured by real estate, monthly
installments of $72,005, including interest at
7.55%, remaining principal due December 1 2008 9,906,500
Loan payable, secured by Company's interest in
short-term bridge loan of $17,576,712, interest
only at 8.25% due monthly, principal balance due
December 1, 1999 12,000,000
-7-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (CONTINUED)
(Unaudited)
Loan payable, secured by real estate, monthly
installments of $17,370, including interest at 10%,
remaining principal due June 30, 2003 1,795,739
-----------
$45,837,632
===========
As of September 30, 1999 the senior indebtedness secured by real estate
underlying the Company's wraparound loans maturing in 1999, over the next four
years, and the aggregate indebtedness maturing thereafter is as follows:
1999 $ 12,099,805
2000 418,384
2001 450,152
2002 483,182
2003 2,176,777
Thereafter 30,209,332
------------
$ 45,837,632
============
NOTE 4-INVESTMENTS IN REAL ESTATE
Investments in real estate are comprised of the following at September
30, 1999:
Land $ 5,621,425
Office buildings and improvements 64,556,080
Apartment buildings 4,293,803
-----------
Subtotal 74,471,308
Less: Accumulated depreciation (2,028,102)
-----------
Investments in real estate, net $72,443,206
===========
As of September 30, 1999, long term debt secured by the Company's
Investments in real estate consists of the following:
Loan payable, secured by real estate, monthly
installments of $8,008, including interest at
7.33%, remaining principal due August 1, 2008 $ 1,082,627
Loan payable, secured by real estate, monthly
installments of $288,314, including interest at
6.85%, remaining principal due August 1, 2008 43,551,832(1)
Loan payable, secured by real estate, monthly
payments of interest only at 10%, principal due
August 1, 2008 4,691,640(1)
-8-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (CONTINUED)
(Unaudited)
Loan payable, secured by partnership interests
in a real estate partnership, monthly payments
of interest only at 8.19%, additional interest
of 3.81% is deferred and payable from net cash
flow, principal and deferred interest due
September 1, 2008 18,139,615(1)
Loan payable, secured by real estate, monthly
installments of $23,345, including interest at
9.75%, remaining principal due January 1, 2001 2,650,460
-----------
$70,116,174
===========
- -----------------
(1) These loans all relate to a single investment in real estate.
As of September 30, 1999 the amount of long-term debt secured by the
Company's Investments in real estate maturing in 1999, over the next four years,
and the aggregate indebtedness maturing thereafter, is as follows:
1999 $ 121,155
2000 498,196
2001 3,130,761
2002 545,628
2003 584,836
Thereafter 65,235,598
-----------
$70,116,174
===========
NOTE 5-SECURED LINE OF CREDIT
In April 1999, the Company established a $20.0 million secured line of
credit with interest at the Wall Street Journal Prime Rate. The facility has a
two-year term with a one-year extension option, and an 11-month non-renewal
notice requirement. This facility is used to enhance the Company's ability to
expand its loan portfolio and to generate income from that portfolio. As of
September 30, 1999, $14.0 million was outstanding on the line of credit at
8.25%, interest due monthly.
-9-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
In addition to historical information, this discussion and analysis
contains forward-looking statements. These statements can be identified by the
use of forward-looking terminology including "may", "believe", "will", "expect",
"anticipate", "estimate", "continue" or similar words. These forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected in the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise or update
these forward-looking statements to reflect events or circumstances that arise
after the date of this report.
Overview
The Company commenced investment operations in January 1998. Its
principal business objective is to generate income for distribution to its
shareholders from a combination of interest, rents and distributions from loans
that the Company originates and funds, loans or property interests acquired and
other investments. The Company completed two public offerings of its common
shares during 1998 and utilized these proceeds and its line of credit to build
its investment portfolio.
Liquidity and Capital Resources
Since commencement of investment operations in January 1998, the
principal source of the Company's capital resources has been the two offerings
of its Common Shares which, after offering costs and underwriting discounts and
commissions, resulted in net proceeds to the Company of $86.0 million.
Secondarily, the Company has obtained capital resources from the repayment,
refinancing, and sale of loans in its portfolio (or principal payments on those
loans), aggregating $10.0 million for the quarter ended September 30, 1999
($27.3 million for the nine months ended September 30, 1999). The principal use
of these funds has been the origination, acquisition and purchase of loans in
the amount of $15.4 million for the quarter ended September 30, 1999 ($38.5
million for the nine months ended September 30, 1999), and the purchase of real
estate and improvements in the amount of $763,000 for the quarter ended
September 30, 1999 ($5.6 million for the nine months ended September 30, 1999).
The Company also receives funds from interest payments on its loans and
operating income from its property interests. As required by the Internal
Revenue Code of 1986, the Company utilizes these funds (to the extent of not
less than 95% of its taxable income) to pay dividends to its shareholders. For
the quarter ended September 30, 1999, the Company declared dividends of $3.1
million, which were paid on October 15, 1999.
In the third quarter of 1999, the Company utilized an additional $4.9
million of the $20.0 million available ($14.0 million outstanding at September
30, 1999) from its secured line of credit, together with $10.0 million repaid on
one loan, to originate two loans totaling $14.8 million. In order to maintain
liquidity, the Company continues to pursue a strategy of providing shorter-term
financing to its borrowers (generally in the form of bridge financing) to
increase the turnover of its investments, and pursuing borrower refinancing of
the Company's loans through senior lenders, with the Company retaining junior
interests. The Company is not currently experiencing material difficulties in
originating shorter-term financings or obtaining senior lien refinancings on
-10-
<PAGE>
acceptable terms.
At September 30, 1999, the Company had approximately $10.5 million in
funds available for investment. This includes cash of $7.6 million ($3.1 million
of cash held at September 30, 1999 was reserved to pay a cash dividend on
October 15, 1999) and availability of $6.0 million on the secured line of
credit. In addition, the Company holds borrowers' funds (classified as
Restricted Cash and Borrowers' Escrows, $8.1 million at September 30, 1999) to
fund certain expenditures or to be released at the Company's discretion upon the
occurrence of certain pre-specified events, and to serve as additional
collateral for the related loan. All cash was temporarily invested in a
money-market account that the Company believes has a high degree of liquidity
and safety.
Results of Operations
The Company had average earning assets for the three and nine months
ended September 30, 1999 of $98.6 million and $93.3 million, respectively ($85.7
million and $64.8 million for the three and nine months ended September 30,
1998), including $7.4 million and $6.3 million of average earning assets
invested in a money-market account for the three and nine months ended September
30, 1999, respectively ($26.4 million and $26.9 million for the three and nine
months ended September 30, 1998). The increase in total average earning assets
and the decrease in average earning assets invested in a money-market account
from both the three and nine months ended September 30, 1998 to the
corresponding period in 1999 was due to the origination of loans and the
acquisition of loans and property interests, in part utilizing non-recourse debt
financing.
Interest income derived from loans was $5.3 million and $15.1 million
for the three and nine months ended September 30, 1999 as compared to $4.4
million and $7.9 million for the corresponding periods in 1998. Interest income
from the money market account was $78,000 and $183,000 for the three and nine
months ended September 30, 1999 compared to $468,000 and $831,000 for the
corresponding periods in 1998. The increase in interest income derived from
loans and the decrease in interest income from the money market account were due
to the Company's investment of the proceeds of its two public offerings in 1998.
The yield on average earning non-money market assets was 18.6% and 18.4% for the
three and nine months ending September 30, 1999 and was 18.6% and 18.3% for the
corresponding periods in 1998. The yield on average earning money market account
assets was 4.8% and 4.4% for the three and nine months ending September 30,
1999, as compared to 5.3% for both the three and nine months ending September
30, 1998. The decrease in yield on average earning money market account assets
was due to a decrease in amounts paid by banks on money market funds. The
Company derived $3.2 million from rents from its property interests for the
quarter ended September 30, 1999 ($8.8 million for the nine months ending
September 30, 1999) compared to $1.7 million for both the three and nine months
ending September 30, 1998. The increase in rents from the Company's property
interests from the three and nine months ending September 30, 1998 to the same
periods in 1999 was due to the acquisition of a total of three property
interests during the first and third quarters of 1998 and the second quarter of
1999.
Twelve of the Company's purchased loans remained subject to forbearance
agreements or other contractual restructurings that existed at the time the
Company acquired the loans. During the quarter ending September 30, 1999, all
payments under the agreements were timely made and all borrowers were otherwise
in full compliance with the terms of the agreements. The remaining ten loans in
the Company's portfolio are performing in accordance with their terms as
originally underwritten by the Company and were current as to payments as of
September 30, 1999.
-11-
<PAGE>
During the quarter ending September 30, 1999, the Company incurred
expenses of $5.3 million ($15.3 million for the nine months ending September 30,
1999) compared to $3.7 million for the same period in 1998 ($5.1 million for the
nine months ending September 30, 1998). The expenses consist of interest
expense, operating expenses relating to the Company's property interests,
general and administrative expenses and depreciation and amortization. Interest
expense was $2.7 million and $8.3 million for the three and nine months ending
September 30, 1999 as compared to $2.2 million and $3.1 million for the
corresponding periods in 1998. Interest expense relates to interest payments
made on senior indebtedness encumbering properties underlying the Company's
investments in wraparound loans and properties owned by the Company and interest
payments made on the Company's secured line of credit, all of which increased as
a result of the increase in the Company's loan portfolio. Property operating
expenses were $1.7 million and $4.5 million for the three and nine months ending
September 30, 1999, compared to $749,000 for both the three and nine months
ending September 30, 1998. Depreciation and amortization was $387,000 and $1.4
million for the three and nine months ending September 30, 1999 as compared to
$404,000 and $442,000 for the corresponding periods in 1998. The increases in
property operating expenses from the three and nine months ending September 30,
1998 to the corresponding periods in 1999, and the increase in depreciation and
amortization from the nine months ending September 30, 1998 to the corresponding
period in 1999, were due to the Company's acquisition of a total of three
property interests in the first and third quarters of 1998 and the second
quarter of 1999. General and administrative expenses were $387,000 and $1.2
million for the three and nine months ending September 30, 1999 as compared to
$267,000 and $756,000 for the corresponding periods in 1998. The increase in
general and administrative expenses from the second quarter of 1998 to the same
period in 1999 was due to salary increases. General and administrative expenses
increased from the first nine months of 1998 to the first nine months of 1999
because the first quarter of 1998 amounts did not reflect a full quarter of
operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the Company's assessment of its
sensitivity to market risk since its presentation in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
-12-
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Financial Data Schedule
(b) Reports on Form 8-K
(1) No reports were filed on Form 8-K during the quarter ended September 30,
1999.
-13-
<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.
November 17, 1999 /s/ Ellen J. DiStefano
- ------------------------------- -----------------------------------
DATE Ellen J. DiStefano
Chief Financial Officer
(On behalf of the registrant and
as its principal financial officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 7,559,641
<SECURITIES> 0
<RECEIVABLES> 2,621,971
<ALLOWANCES> 226,157
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 131,938
<DEPRECIATION> 37,098
<TOTAL-ASSETS> 229,051,935
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 61,657
<OTHER-SE> 85,188,218
<TOTAL-LIABILITY-AND-EQUITY> 229,051,935
<SALES> 0
<TOTAL-REVENUES> 24,499,774
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,035,533
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,311,380
<INCOME-PRETAX> 9,168,622
<INCOME-TAX> 0
<INCOME-CONTINUING> 9,168,622
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,168,622
<EPS-BASIC> 1.49
<EPS-DILUTED> 1.48
</TABLE>
