<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
COMMISSION FILE NUMBER 1-13561
ENTERTAINMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 43-1790877
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE KANSAS CITY PLACE
1200 MAIN STREET, SUITE 3250, KANSAS CITY, MISSOURI 64105
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (816) 472-1700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X Yes
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
At August 10, 1999, there were 15,087,682 Common Shares of Beneficial Interest
outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENTERTAINMENT PROPERTIES TRUST
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
ASSETS (UNAUDITED)
<S> <C> <C>
Rental properties, net $ 463,489 $ 438,348
Land held for development 11,497 17,649
Investment in real estate joint venture 8,658 --
Cash and cash equivalents 3,967 2,341
Other assets 6,132 6,033
--------- ---------
Total assets $ 493,743 $ 464,371
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 2,144 $ 1,066
Dividend payable 6,336 5,545
Unearned rents 3,209 3,161
Long-term debt 213,454 206,037
--------- ---------
Total liabilities 225,143 215,809
Commitments and contingencies -- --
Shareholders' equity
Preferred Shares, $.01 par value; 5,000,000 shares
authorized; no shares issued or outstanding -- --
Common Shares, $.01 par value; 50,000,000 shares
authorized; 15,086,063 and 13,861,964 shares issued and
outstanding at June 30, 1999 and December 31, 1998,
respectively 151 139
Additional paid-in-capital 277,069 255,756
Loans to officers (2,400) (2,400)
Non-vested shares (1,025) (940)
Distributions in excess of net income (5,196) (3,993)
--------- ---------
Shareholders' equity 268,599 248,562
--------- ---------
Total liabilities and shareholders' equity $ 493,743 $ 464,371
--------- ---------
</TABLE>
<PAGE> 3
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended June 30,
1999 1998
------- -------
<S> <C> <C>
Rental revenue $12,006 $ 8,616
General and administrative expense 611 572
Depreciation and amortization 2,447 1,821
------- -------
Income from operations 8,948 6,223
Interest expense 3,431 1,547
------- -------
Net income $ 5,517 $ 4,676
======= =======
Basic and diluted net income per common share $ 0.39 $ 0.34
======= =======
Shares used for computation (in thousands):
Basic 14,183 13,800
Diluted 14,261 13,861
Dividends per common share $ 0.42 $ 0.40
======= =======
</TABLE>
<PAGE> 4
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
------- -------
<S> <C> <C>
Rental revenue $23,503 $14,909
General and administrative expense 1,193 1,069
Depreciation and amortization 4,772 3,177
------- -------
Income from operations 17,538 10,663
Interest expense 6,583 1,407
------- -------
Net income $10,955 $ 9,256
======= =======
Basic and diluted net income per common share $ 0.78 $ 0.67
======= =======
Shares used for computation (in thousands):
Basic 14,000 13,800
Diluted 14,077 13,860
Dividends per common share $ 0.84 $ 0.80
======= =======
</TABLE>
<PAGE> 5
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
--------- ---------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 10,955 $ 9,256
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 4,772 3,178
Increase in other assets (133) (4,690)
Increase (decrease) in accounts payable and accrued
liabilities 1,079 (663)
Decrease in other liabilities -- (1,368)
Increase in unearned rent 48 834
--------- ---------
Net cash provided by operating activities 16,721 6,547
INVESTING ACTIVITIES
Acquisition of rental properties (29,003) (147,126)
Acquisition of development properties (3,228) (5,360)
--------- ---------
Net cash used in investing activities (32,231) (152,486)
FINANCING ACTIVITIES
Proceeds from long-term debt 8,000 21,000
Principal payments on long-term debt (583) 105,000
Proceeds from issuance of common shares 21,086 --
Distributions to shareholders (11,367) (8,039)
--------- ---------
Net cash provided by financing activities 17,136 117,961
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,626 (27,978)
Cash and cash equivalents at beginning of period 2,341 45,220
--------- ---------
Cash and cash equivalents at end of period $ 3,967 $ 17,242
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITY
Declaration of dividend to common shareholders $ 6,336 $ 5,545
========= =========
Transfer of land held for development in exchange
for investment in real estate joint venture $ 8,658 $ --
========= =========
</TABLE>
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1). ORGANIZATION
Entertainment Properties Trust (the "Company") is a Maryland real estate
investment trust (REIT) organized on August 29, 1997. The Company was formed to
acquire and develop entertainment properties including megaplex theatres and
entertainment-themed retail centers.
2). SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.
The consolidated balance sheet as of December 31, 1998 has been derived from the
audited consolidated balance sheet at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1998.
Principles of Consolidation
The consolidated financial statements include the accounts of Entertainment
Properties Trust and its wholly-owned subsidiaries, EPT DownReit, Inc. and EPT
DownReit II, Inc. All significant intercompany transactions have been
eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ significantly from
such estimates and assumptions.
3). COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income", effective for fiscal years beginning after
December 15, 1998. SFAS No. 130 requires that changes in the amounts of certain
items, including gains and losses on certain securities, be shown in the
Financial Statements. The Company adopted the provisions of SFAS No. 130 on
January 1, 1998. The Company's comprehensive income is equivalent to net income
for the six months ended June 30, 1999.
<PAGE> 7
4). PROPERTY ACQUISITIONS
During the six month period ended June 30, 1999, the Company purchased the Loews
Woodridge 18 screen megaplex theatre for an aggregate purchase price of $8.9
million and the Muvico Tampa Palms 20 screen theatre for an aggregate purchase
price of $11.3 million. The Company completed the acquisition of the Muvico
Paradise 24 theatre in Davie, Florida for an aggregate $8.4 million. These
properties are subject to lease arrangements generally consistent with the lease
terms of the Company's other rental properties. In addition, land parcel
acquisitions and other capitalized development costs totaled $3.6 million during
the six months ended June 30, 1999.
5). REAL ESTATE JOINT VENTURE
On June 30, 1999, the Company finalized a joint venture with Excel Legacy Corp.
(Amex: XLG), whereby the Company contributed certain undeveloped land parcels
with a carrying value of $8.7 million in exchange for a 50% interest in the real
estate joint venture, comprised of the undeveloped land parcels and the
Westminster AMC 24 screen Theatre in Westminster, Colorado. The joint venture
intends to develop the properties as an entertainment-themed retail center. The
Company accounts for its investment in the real estate joint venture under the
equity method of accounting.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with the Consolidated
Financial Statements of the Company included in this quarterly report on Form
10-Q. The forward-looking statements included in this discussion and elsewhere
in this Form 10-Q involve risks and uncertainties, including anticipated
financial performance, business prospects, industry trends, anticipated capital
expenditures, shareholder returns and other matters, which reflect management's
best judgment based on factors currently known. Actual results and experience
could differ materially from the anticipated results and other expectations
expressed in the Company's forward-looking statements as a result of a number of
factors including but not limited to those discussed in this Item.
RESULTS OF OPERATIONS
SECOND QUARTER RESULTS
The Company's revenues, which consist of property rentals, were $12.0 million
for the three months ended June 30, 1999 compared to $8.6 million for the three
months ended June 30, 1998. The increase was primarily attributable to (i) the
acquisition of seven megaplex theatres ($3.3 million) subsequent to June 30,
1998 and (ii) contractual increases in base rents for megaplex theatres
purchased prior to the second quarter of 1998.
General and administrative expense totaled $0.6 million for the three months
ended June 30, 1999 and 1998.
Net interest expense totaled $3.4 million for the three months ended June 30,
1999 compared to net interest expense of $1.5 million for the three months ended
June 30, 1998. The $1.8 million increase in interest expense resulted from an
increase in long-term debt incurred as a result of the property acquisitions
made subsequent to June 30, 1998.
Depreciation and amortization expense was $2.4 million for the three months
ended June 30, 1999 compared to $1.8 million for the three months ended June 30,
1998. The increase of $0.6 million resulted from the additional property
acquisitions made subsequent to June 30, 1998.
<PAGE> 8
Net income for the three months ended June 30, 1999 totaled $5.5 million or
$0.39 per share as compared to $4.7 million or $0.34 per share for the three
months ended June 30, 1998.
YEAR-TO-DATE RESULTS
Revenues totaled $23.5 million for the six months ended June 30, 1999 compared
to $14.9 million for the six months ended June 30, 1998. The increase of $8.6
million was primarily attributable to the acquisition of seven megaplex theatres
($5.9 million) subsequent to June 30, 1998 and (ii) contractual increases in
base rents and a full six months of rent for megaplex theatres purchased during
the first half of 1998.
General and administrative expense totaled $1.2 million and $1.1 million for the
six months ended June 30, 1999 and 1998.
Net interest expense totaled $6.6 million for the six months ended June 30, 1999
compared to net interest expense of $1.4 million for the six months ended June
30, 1998. The increase of $5.2 million in interest expense resulted from the
increase in long-term debt incurred as a result of the property acquisitions
made subsequent to June 30, 1998.
Depreciation and amortization expense was $4.8 million for the six months ended
June 30, 1999 compared to $3.2 million for the six months ended June 30, 1998.
The $1.6 million increase in depreciation and amortization resulted from the
additional property acquisitions made subsequent to June 30, 1998.
Net income for the six months ended June 30, 1999 totaled $11.0 million or $0.78
per share as compared to $9.3 million or $0.67 per share for the six months
ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Company had $4.0 million in cash and cash equivalents,
secured mortgage indebtedness of approximately $108 million, and unsecured
indebtedness of $106 million under the Bank Credit Facility. The $214 million
aggregate principal amount of mortgage and unsecured indebtedness bears interest
at a weighted average rate of 6.78%.
As of June 30, 1999, the Company had drawn $106 million under the Bank Credit
Facility. The remaining credit availability of $44 million will be utilized to
acquire additional entertainment properties and to fund operations, if needed.
The Bank Credit Facility contains a number of financial covenants and
restrictions, including restrictions on the amount of secured indebtedness that
can be obtained by the Company, a restriction on dividends to 90% of FFO
(provided that the Company may at all times pay the dividends required to
maintain its status as a REIT) and provisions governing the eligibility and
value of properties for borrowing base calculations.
The Company anticipates that its cash from operations and credit available under
the Bank Credit Facility will provide adequate liquidity to conduct its
operations, fund administrative and operating costs, interest payments and
additional planned property acquisitions and allow distributions to the
Company's shareholders in accordance with Internal Revenue Code requirements for
qualification as a REIT and to avoid any corporate level federal income tax or
excise tax.
Future acquisitions will be made pursuant to the Company's investment objectives
and policies to maximize both current income and long-term growth in income. As
acquisition opportunities are presented that would cause the Company to exhaust
its equity capital and available credit under the Bank Credit Facility, the
Company intends to consider: (i) entering into joint ventures with other
investors to acquire or develop properties; (ii) issuing Company securities in
exchange for properties; and/or (iii) conducting a public offering or direct
placement of the Company's securities designed to raise capital for acquisitions
and/or reduce borrowings under the Bank Credit Facility, thereby replenishing
the available credit for future acquisitions. There
<PAGE> 9
can be no assurance these objectives can be achieved. See the December 31, 1998
annual report on Form 10-K for a discussion of the Company's capitalization
strategies and capital requirements for future growth.
The Company's liquidity requirements with respect to future acquisitions may be
reduced to the extent the Company is able to use common Shares as consideration
for such purchases. Accordingly, the Company has filed a registration statement
on Form S-4 with the Securities and Exchange Commission to register 5,000,000
Shares for issuance in exchange for the acquisition of additional properties as
such opportunities may arise.
The Company has also filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission for the purpose of registering 5,000,000
Shares which may be issued from time to time in public offerings or direct
placements with underwriters or institutional investors as such opportunities
may arise. On June 4, 1999, the Company completed the sale of 1,200,000 Shares
in connection with this shelf registration. The net proceeds of $20.9 million
were used to finance the acquisition of the Loews Woodridge 18 screen theatre,
the acquisition of the Muvico Tampa Palms 20 screen megaplex theatre, and reduce
the Company's debt under it's Bank Credit Facility.
On February 9, 1999, the Company instituted a dividend reinvestment and direct
share purchase plan pursuant to which shareholders may elect to automatically
reinvest their dividends by purchasing Shares issued directly by the Company and
shareholders and others may purchase Shares for cash directly from the Company.
The Company anticipates that additional capital will be obtained through the
dividend reinvestment and direct share purchase plan. The Company intends to
amend the plan to permit optional cash investments in excess of the monthly
maximum investment limit, which the Company anticipates will be an additional
source of capital.
FUNDS FROM OPERATIONS
The Company believes that to facilitate a clear understanding of the historical
consolidated operating results, FFO should be examined in conjunction with net
income as presented in the Consolidated Financial Statements. FFO is considered
by management as an appropriate measure of the performance of an equity REIT
because it is predicated on cash flow analysis, which management believes is
more reflective of the value of real estate companies, such as the Company,
rather than a measure predicated on net income, which includes non-cash
expenses, such as depreciation. FFO is generally defined as net income plus
certain non-cash items, primarily depreciation of real estate properties.
The following tables summarize the Company's FFO for the three and six month
periods ended June 30, 1999 and June 30, 1998 (in thousands except per Share
data):
<TABLE>
<CAPTION>
Three months ended June 30,
1999 1998
------- -------
<S> <C> <C>
Net Income $ 5,517 $ 4,676
Real estate depreciation 2,337 1,744
------- -------
FFO $ 7,854 $ 6,420
======= =======
Basic and Diluted FFO per common Share $ 0.55 $ 0.46
======= =======
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30,
1999 1998
------- -------
<S> <C> <C>
Net Income $10,955 $ 9,256
Real estate depreciation 4,585 3,030
------- -------
FFO $15,540 $12,286
======= =======
Basic FFO per common Share $ 1.11 $ 0.89
======= =======
Diluted FFO per common Share $ 1.10 $ 0.89
======= =======
</TABLE>
<PAGE> 10
YEAR 2000 DISCLOSURE
The Year 2000 issue concerns the inability of certain systems and devices to
properly use or store dates beyond December 31, 1999, resulting in system
failures or malfunctions that disrupt normal operations. This issue affects most
companies to some degree.
The Company believes its own internal operations, information systems and
software applications are Year 2000 compliant. The Company's only computer
software, other than standard office automation software, is its accounting
software. The third party vendor of the Company's accounting software has
certified that the system is Year 2000 compliant. The Company did not incur any
additional expenditures for its accounting software relating to Year 2000
issues.
The Company is in the process of assessing the extent to which it is vulnerable
to any failure of its tenants or third-party service providers to remedy their
own Year 2000 issues. The Company continues to review information from tenants
and third party vendors regarding Year 2000 issues. The Company expects to
complete its assessment by August 30, 1999.
The Company's evaluation of these issues has been conducted by its own personnel
or by inquiries of tenants and vendors in connection with their servicing
operations. The Company's expenditures for assessing Year 2000 issues have not
been material. In addition, the Company is not aware of any Year 2000 issues
that will require material expenditures by the Company in the future.
The Company does not believe the risk posed by Year 2000 related problems at any
of the Company's third-party service providers, such as its banks, payroll
processor or telecommunications providers, would have a material effect on its
operations. Nevertheless, Year 2000 related problems at such third-party service
providers could delay the processing of financial transactions and the Company's
payroll and could temporarily disrupt the Company's internal and external
communications. However, the Company expects such disruptions, should they
occur, to be temporary.
The Company intends to complete outstanding assessments and continue to monitor
Year 2000 issues, and develop contingency plans to the extent deemed necessary.
However, based on current information, the Company does not anticipate
developing any substantive contingency plans with respect to Year 2000 issues.
In addition, the Company currently has no plans to use any independent
verification or review of its assessments.
While the Company believes it will be Year 2000 ready by December 31, 1999,
there can be no assurance the Company will be successful in identifying and
assessing all compliance issues. There can be no assurance that systems of other
companies on which the Company relies will be Year 2000 compliant on a timely
basis and thus no assurance that those companies' systems would not have a
material adverse effect on the Company's business or results of operations.
<PAGE> 11
FORWARD LOOKING INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
WITH THE EXCEPTION OF HISTORICAL INFORMATION, THIS REPORT ON FORM 10-Q CONTAINS
FORWARD-LOOKING STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND IDENTIFIED BY SUCH WORDS AS "WILL BE," "INTEND,"
"CONTINUE," "BELIEVE," "MAY," "EXPECT," "HOPE," "ANTICIPATE," "GOAL,"
"FORECAST," OR OTHER COMPARABLE TERMS. THE COMPANY'S ACTUAL FINANCIAL CONDITION,
RESULTS OF OPERATIONS OR BUSINESS MAY VARY MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD LOOKING STATEMENTS AND INVOLVE VARIOUS RISKS AND UNCERTAINTIES,
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
- - The Company's dependence on its largest tenant and lease guarantor for a
substantial portion of its lease revenues and ability to make distributions
to its shareholders
- - The Company's continuing ability to diversify its portfolio
- - Competition from other entities providing capital to the entertainment
industry
- - Dependence on key personnel
- - Operating risks in the entertainment industry that may affect the
operations of the Company's tenants
- - Tax risks arising from the Company's continuing ability to qualify as a
REIT
- - Interest rates and availability of debt financing
- - Availability of capital for future expansion
- - General real estate investment risks
- - Other risk and uncertainties
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS AND ARE ENCOURAGED TO REVIEW THE RISK FACTORS IDENTIFIED IN THE
COMPANY'S PROSPECTUS CONTAINED IN ITS SHELF REGISTRATION STATEMENT ON FORM S-3.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks, primarily relating to potential losses
due to changes in interest rates. The Company seeks to mitigate the effects of
fluctuations in interest rates by matching the term of new investments with new
long-term fixed rate borrowings whenever possible.
The Company is subject to risks associated with debt financing, including the
risk that existing indebtedness may not be refinanced or that the terms of such
refinancing may not be as favorable as the terms of current indebtedness. The
majority of the Company's borrowings are subject to mortgages or contractual
agreements which limit the amount of indebtedness the Company may incur.
Accordingly, if the Company is unable to raise additional equity or borrow money
due to these limitations, the Company's ability to acquire additional properties
may be limited.
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
27 Financial Data Schedule.
B. Reports on Form 8-K.
Form 8-K dated June 7, 1999. Filed solely for the purpose of filing
Exhibits, including the Underwriting Agreement for the Company's 1,200,000
share takedown off the shelf.
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.
ENTERTAINMENT PROPERTIES TRUST
Dated: August 13, 1999 By /s/ David M. Brain
-------------------------------------------------
David M. Brain, Chief Operating Officer and
Chief Financial Officer
Dated: August 13, 1999 By /s/ Fred L. Kennon
-------------------------------------------------
Fred L. Kennon, Vice President - Treasurer and
Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Financial Data Schedule information has been extracted from the Registrants
Consolidated Balance Sheet dated June 30, 1999 and the Consolidated Statement of
Income for the six months ended June 30, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 241
<SECURITIES> 3,726
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 473,474
<DEPRECIATION> (9,985)
<TOTAL-ASSETS> 493,743
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 151
<OTHER-SE> 268,599
<TOTAL-LIABILITY-AND-EQUITY> 493,743
<SALES> 0
<TOTAL-REVENUES> 23,503
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,965
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,583
<INCOME-PRETAX> 10,955
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,955
<EPS-BASIC> 0.78
<EPS-DILUTED> 0.78
</TABLE>
