<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1996
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: 1-8073
CV REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0950354
(State of Incorporation) (I.R.S. Employer
Identification No.)
100 Century Boulevard
West Palm Beach, FL 33417
(Address of principal executive
offices and zip code)
(561) 640-3155
Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act: NONE
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
<PAGE> 2
CV REIT, INC. AND SUBSIDIARIES
PART I. Financial Information
Item 1. Financial Statements
The consolidated financial statements included herein
have been prepared by the registrant, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been consolidated or
omitted pursuant to such rules and regulations; however, the
registrant believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the
registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1995.
The consolidated financial statements for the interim
periods included herein, which are unaudited, include, in the
opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial
position and results of operations of the registrant for the
periods presented. The results of operations for interim periods
should not be considered indicative of results to be expected for
the full year.
<PAGE> 3
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
Sept.30, Dec.31,
Assets 1996 1995
------ -------- --------
Investments:
Real estate mortgage notes:
Long Term Recreation Notes $ 67,629 $ 68,243
Other 19,547 31,676
-------- --------
87,176 99,919
Real estate acquired by foreclosure 7,852 7,976
Less allowance for losses (3,064) (3,107)
Real estate and investments in real
estate partnerships, net of
accumulated depreciation 13,357 6,108
-------- --------
Total investments 105,321 110,896
Cash and cash equivalents (includes
$894 and $884 restricted) 11,892 7,633
Other 1,851 1,492
-------- --------
$119,064 $120,021
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities and other credits:
Collateralized Mortgage Obligations $ 35,583 $ 37,074
Accounts payable, accruals and
other liabilities 651 192
Dividends payable 2,563 2,407
Deferred income taxes 7,162 7,162
-------- --------
Total liabilities and other credits 45,959 46,835
-------- --------
Stockholders' equity:
Common stock, $.01 per-shares authorized
10,000,000; outstanding 7,966,621 80 80
Additional paid-in capital 18,490 18,490
Retained earnings 54,535 54,616
-------- --------
Total stockholders' equity 73,105 73,186
-------- --------
$119,064 $120,021
======== ========
See accompanying notes to consolidated financial statements.
<PAGE> 4
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
Revenues:
Interest, substantially
from mortgage notes,
and dividends $ 2,954 $ 3,061 $ 8,948 $ 9,168
Rent and income from
real estate partnerships 320 277 927 809
--------- --------- --------- ---------
3,274 3,338 9,875 9,977
--------- --------- --------- ---------
Expenses:
Interest 803 853 2,432 2,582
Operating, general and
administrative 242 315 874 1,084
Depreciation 40 34 121 101
--------- --------- --------- ---------
1,085 1,202 3,427 3,767
--------- --------- --------- ---------
2,189 2,136 6,448 6,210
Recovery of losses, net - - 243 -
--------- --------- --------- ---------
$ 2,189 $ 2,136 $ 6,691 $ 6,210
========= ========= ========= =========
Net income per common share $.27 $.27 $.84 $.78
========= ========= ========= =========
Dividends declared per
common share $.29 $.27 $.85 $.81
========= ========= ========= =========
Average common shares
outstanding 7,966,621 7,966,621 7,966,621 7,966,621
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
<PAGE> 5
CV REIT, INC.
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(in thousands)
Balance at December 31, 1995 $54,616
Net income for the nine months
ended September 30, 1996 6,691
Dividends declared (6,772)
-------
Balance at September 30, 1996 $54,535
=======
See accompanying notes to consolidated financial statements.
<PAGE> 6
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
Sept. 30,
-------------------
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $6,691 $6,210
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation 121 101
Equity in depreciation of real estate
partnerships 131 133
Recovery of losses, net (243) -
-------- --------
6,700 6,444
Changes in operating assets and liabilities:
Increase in other assets (459) (425)
Increase (decrease) in accounts payable,
accruals and other liabilities 259 (589)
-------- --------
Net cash provided by operating activities 6,500 5,430
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate mortgage notes (12,154) (19,298)
Collections on real estate mortgage notes 19,273 17,260
Maturity of short-term investments - 1,424
Purchase of real estate (1,151) -
Other (102) (341)
-------- --------
Net cash provided by (used in) investing activities 5,866 (955)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 500
Repayments of borrowings (1,491) (1,861)
Cash dividends paid (6,616) (6,458)
Increase in restricted cash (10) (12)
-------- --------
Net cash used in financing activities (8,117) (7,831)
-------- --------
Net increase (decrease) in unrestricted cash
and cash equivalents 4,249 (3,356)
Unrestricted cash and cash equivalents at
beginning of the period 6,749 9,130
-------- --------
Unrestricted cash and cash equivalents
at end of the period $10,998 $ 5,774
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,446 $ 2,590
======== ========
Supplemental schedule of non-cash investing
and financing activities:
Increase in real estate mortgage notes in connection
with redemption of the Company"s Investment in
Hilcoast Development Corp. Preferred Stock $ - $ 5,000
======== ========
Reduction of mortgage notes receivable in connection
with purchase of real estate (Note 3(b)) $ 6,248 $ -
======== ========
See accompanying notes to consolidated financial statements.
<PAGE> 7
CV REIT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Investments
(a) Investments in real estate mortgage notes, substantially all
of which are collateralized by real estate located in southeast
Florida, consist of (in thousands):
Sept.30, Dec. 31,
1996 1995
-------- --------
Long Term Recreation Notes (the
"Recreation Notes") (Note 1(b)) $ 67,629 $ 68,243
Hilcoast Development Corp.
("Hilcoast" Note 1(c)):
Lines of Credit 11,495 15,570
Other 6,793 8,039
First mortgage notes, maturing through
1998, with interest ranging primarily
from 8.9% to 11.5%, collateralized
primarily by real property in Palm
Beach and Broward Counties, Florida:
Residential 1,259 1,785
Commercial (Note 3(b)) - 6,282
-------- --------
87,176 99,919
Less allowance for losses (38) (38)
-------- --------
Totals $ 87,138 $ 99,881
======== ========
(b) At September 30, 1996, the Recreation Notes consisted of $25
million due from Hilcoast (the "Hilcoast Recreation Note"),
collateralized by a first mortgage on certain residential and
commercial real estate at the Century Village at Pembroke Pines,
Florida adult condominium project (the "Pembroke Century Village"),
including the recreation facilities at that project (the "Pembroke
Recreation Facilities") and $42.6 million, collateralized by first
mortgages on the recreation facilities at the three previously
completed Century Village communities.
The Hilcoast Recreation Note bears interest at prime (8.25% at
September 30, 1996) plus 3%, but in any event not less than 9% nor
more than 11%, matures on July 31, 1998, and currently requires
monthly interest payments only. Upon the earlier to occur of
delivery of the last condominium apartment at the Pembroke Century
Village or July 31, 1998, the Hilcoast Recreation Note is scheduled
to be converted to an 11%, fixed rate, 25 year, $25 million, self-
amortizing loan providing for equal monthly payments of principal
and interest. This note may not be prepaid by Hilcoast without a
prepayment penalty and will be collateralized by a first mortgage
on the Pembroke Recreation Facilities.
<PAGE> 8
The remaining Recreation Notes principally provide for self-amortizing equal
monthly principal and interest payments due through 2012, with interest rates
averaging 13%, and contain certain prepayment prohibitions.
(c) Hilcoast
Lines of Credit to Hilcoast consist of revolving construction loan
commitments which as of September 30, 1996, aggregated $14.6
million of which $11.5 million was outstanding on that date. The
Lines of Credit are collateralized by certain residential and
commercial real estate at the Pembroke Century Village; bear
interest, payable monthly, ranging from prime plus 3% (but in any
event not less than 9% nor more than 11%) to 12.5%; mature
gradually through July 1998; provide for unused commitment fees
ranging from .9% to 1.8% per annum; and, require specific release
prices, principally based on sales of condominium apartments at the
Pembroke Century Village, to be applied as permanent reductions of
amounts available under the Lines of Credit.
Other real estate mortgage notes due from Hilcoast amounted to $6.8
million as of September 30, 1996 and includes $5 million payable
July 31, 1998, with interest at 10%, collateralized by the Pembroke
Recreation Facilities. The remaining mortgage notes due from
Hilcoast mature variously through July 31, 1998 and bear interest,
ranging from 11% to 12%.
(d) Real estate acquired by foreclosure consists of (in
thousands):
Sept.30, Dec. 31,
1996 1995
-------- --------
Commercial:
Broward County, Florida:
Nine acre commercial site in Dania $5,000 $5,000
29 acre commercial site in Miramar 2,595 2,595
------ ------
Total commercial 7,595 7,595
Residential 257 381
------ ------
7,852 7,976
Less allowance for losses (3,026) (3,069)
------ ------
Totals $4,826 $4,907
====== ======
<PAGE> 9
(e) Real estate and investments in real estate partnerships are
located in southeast Florida and consist of (in thousands):
Sept.30, Dec. 31,
1996 1995
-------- --------
Century Plaza shopping center $ 7,399 $ -
Days Inn motel 4,058 4,054
Administration Building 962 959
Other 79 79
------- -------
12,498 5,092
Less accumulated depreciation (2,323) (2,202)
------- -------
10,175 2,890
45%-50% investments in self-storage
warehouse partnerships 3,182 3,218
------- -------
Totals $13,357 $ 6,108
======= =======
(2) Borrowings
The Collateralized Mortgage Obligations ("CMO's") amounted to $35.6
million at September 30, 1996 (net of unamortized discount of
$844,000, based on an effective interest rate of 8.84%), are
collateralized by the Recreation Notes, excluding the Hilcoast
Recreation Note (Note 1(b)), require quarterly self-amortizing
principal and interest payments and mature on March 15, 2007.
(3) Commitments and Contingencies
(a) TGI Development, Inc. ("TGI")
On October 9, 1989, TGI filed a complaint in the Circuit Court of
Palm Beach County against the Company, H. Irwin Levy and certain
unrelated parties alleging misrepresentations by the defendants in
connection with TGI's purchase and development of land from a
previous borrower of the Company. The complaint, as subsequently
amended, consisted of counts of common law fraud and breach of
contract and sought compensatory damages of approximately $2
million in addition to punitive damages. On October 3, 1990, the
Company filed a counterclaim against TGI in connection with an
$800,000 promissory note from TGI to the Company. On February 9,
1994, the Circuit Court granted a Final Judgment in favor of the
Company, which dismissed TGI's claim of common law fraud against
the Company and struck its punitive damage claim. In accordance
with an agreement between the parties, on August 23, 1994, the
Court dismissed the breach of contract claim with prejudice and
entered a judgment in the amount of $1.1 million in favor of the
Company on the aforementioned counterclaim.
<PAGE> 10
The Company agreed not to execute that judgment until completion of TGI's
appeal of the Final Judgment on its claim for compensatory damages. On
January 3, 1996, the Fourth District Court of Appeals reversed the Final
Judgment. The Company has appealed this order to the Florida
Supreme Court. If the appeal is unsuccessful, the case will be
remanded for trial to the Circuit Court. Although the Company
believes it has substantial defenses, the ultimate outcome of this
litigation cannot presently be determined. Accordingly, no
provision for any liability that may result upon final adjudication
has been made in the accompanying financial statements. In
management's opinion, the final outcome of this litigation will not
have a material adverse effect on the Company's financial
condition.
(b) Century Plaza
In December 1989, the Company sold its 85,000 square feet Century
Plaza Shopping Center ("Century Plaza") in Deerfield Beach, Florida
to Century Plaza Investments, Inc., an unrelated party, for $8
million, consisting of $1.6 million cash and a $6.4 million first
mortgage note due on December 31, 1994 (the "Century Plaza Note").
On December 5, 1994, the buyer (the "Plaintiff"), filed a
Complaint, as amended, in the Circuit Court of Broward County,
Florida, against the Company seeking a judicial declaration as to
the Plaintiff's obligation to provide parking areas to members of
a religious institution located adjacent to Century Plaza. The
basis for the Complaint was that the Company failed to advise the
Plaintiff that in 1978, a former officer of the Company had
allegedly consented to a limited number of parking spaces to be
allocated by the City of Deerfield Beach to the religious
institution. The Plaintiff sought recision of the original sales
agreement and the Century Plaza Note which had an outstanding
balance of approximately $6.3 million, restoration of amounts paid
by the Plaintiff to the Company pursuant to the sales agreement,
plus interest thereon, and reconveyance of Century Plaza to the
Company.
The Century Plaza Note was not paid on its December 31, 1994
maturity date and the Company instituted foreclosure proceedings.
During 1995 and through September 30, 1996, the Plaintiff remitted
monthly interest payments to the Company. On September 30, 1996,
a subsidiary of the Company acquired Century Plaza from the
Plaintiff for approximately $7.4 million, an amount which is not in
excess of fair value. In connection with this acquisition, the
Plaintiff and the Company filed voluntary dismissals of their
respective claims with prejudice.
<PAGE> 11
(c) Other
The Company is subject to various claims and complaints relative to
its business activities. In the opinion of management, the
ultimate disposition of these matters will not have a material
adverse effect on the Company's financial position.
(4) Consulting and Advisory Agreement with Hilcoast
Effective July 31, 1992, the Company and Hilcoast entered into a
consulting and advisory agreement under which Hilcoast provides
certain investment advisory, consulting and administrative services
to the Company, excluding matters related to Hilcoast's loans from
the Company. The agreement, which originally expired on July 31,
1994, has been extended to July 31, 1997, and provides for the
payment of $10,000 per month to Hilcoast, plus reimbursement for
all out of pocket expenses. The agreement may be terminated by
Hilcoast upon 180 days notice and by the Company upon 30 days
notice.
Management's Discussion and Analysis of Results
of Operations and Financial Condition
Results of Operations
Funds From Operations
The Company's Funds From Operations generally consists of net
income, excluding recovery of previously recorded losses, plus
depreciation of real property (including the Company's share of
depreciation in connection with its equity in earnings of
unconsolidated partnerships).
Funds From Operations for the quarter ended September 30, 1996 was
$2.3 million compared to $2.2 million for the same quarter of 1995.
For the nine months ended September 30, 1996, Funds From Operations
was $6.7 million compared to $6.4 million for the corresponding
period of 1995.
The increase in Funds From Operations reflects reductions in
general and administrative expenses, principally personnel costs,
professional fees and insurance.
<PAGE> 12
Net Income
For the quarter ended September 30, 1996, net income was $2.2
million or $.27 per share compared to $2.1 million or $.27 per
share for the corresponding quarter of 1995.
Net income for the nine months ended September 30, 1996 increased
to $6.7 million or $.84 per share compared to $6.2 million or $.78
per share for the same period of 1995.
Net income for the nine month period in 1996 includes a $243,000
net non-recurring credit, primarily consisting of a recovery of
previously recorded losses.
Liquidity and Capital Resources
At September 30, 1996, total assets were $119.1 million, including
$87.2 million in real estate mortgage notes. Approximately $67.6
million of the real estate mortgage notes are collateralized by
recreation facilities under long-term leases with unit owners at
approximately 29,000 apartments at Century Village adult
condominium communities at Pembroke Pines, West Palm Beach,
Deerfield Beach and Boca Raton, Florida, and generally provide for
self-amortizing, equal monthly installment payments through 2028
(the "Recreation Notes" - see Note 1(b) to Consolidated Financial
Statements). The operations of these facilities historically have
been profitable and, in the Company's opinion, are not likely to be
affected by adverse economic conditions.
The remaining $19.6 million of real estate mortgage notes are
collateralized by residential and commercial real estate, generally
in southeast Florida, including $18.3 million due from Hilcoast,
principally collateralized by first mortgages on certain real
estate at the Century Village at Pembroke Pines adult condominium
community in Broward County, Florida (the "Pembroke Century
Village" - see Note 1(c) to Consolidated Financial Statements). At
September 30, 1996, 6,986 units had been sold and delivered at the
planned 7,780 unit Pembroke Century Village and the backlog of
units under contract for future delivery was 196 units with a sales
value of $15.5 million.
Collections on the Company's real estate mortgage notes may be
affected by the future success of the projects which collateralize
these notes, which may, in turn, be affected by conditions in the
housing market.
Operating funds are currently generated from interest income on
mortgage notes and rentals from income producing properties,
including distributions from self-storage warehouse partnerships
and net rental income from a newly acquired shopping center (see
Note 3(b) to Consolidated Financial Statements).
<PAGE> 13
Dividend payments to stockholders, in accordance with the provisions of the
Internal Revenue Code, limit the Company from utilizing significant amounts
of income-generated funds for investment purposes.
Since its qualification as a REIT and until 1990, monies received
from the repayment of existing mortgage notes and borrowings were
generally reinvested in new and existing mortgage notes and other
real estate related investments, including loans to developers for
the purpose of acquiring, developing or constructing real estate.
In the past several years, the Company's only new loan commitments
have been in connection with its existing borrowers. The Company
has generally reinvested its other available funds in high quality
short-term corporate and government securities. The Company
expects to pursue this strategy while it continues to evaluate
alternative real estate investments.
During the quarter ended September 30, 1996, there were no new loan
commitments. At September 30, 1996, commitments on outstanding
real estate loans consisted of $3.1 million under the Hilcoast
Lines of Credit. The Company expects to be able to meet these
commitments with internally generated funds, including existing
cash balances. There are currently no material commitments for
capital expenditures.
During the nine months ended September 30, 1996, the Company
declared quarterly cash dividends aggregating $.85 per share, or
$6.8 million, which approximates the Company's Funds From
Operations.
At September 30, 1996, the outstanding balance of the Company's
Collateralized Mortgage Obligations (the "CMO's") amounted to $35.6
million (net of unamortized discount of $844,000 based on an
effective interest rate of 8.84%). The CMO's are collateralized by
$42.6 million of the Recreation Notes and require self-amortizing
principal and interest payments through March 2007. During the
term of the CMO's, the Company's scheduled annual debt service
requirement approximates $5.2 million compared to annual principal
and interest payments scheduled to be received under the related
mortgage notes receivable of $6.5 million.
Inflation
As of September 30, 1996, the Company had no variable interest rate
borrowings; however, the Company's interest-sensitive mortgage
notes receivable amounted to $37 million. Of this amount, the
interest rate on $34 million is limited to the lower of 11% or
prime + 3%. As of September 30, 1996, the interest rate on those
notes had reached the 11% ceiling; accordingly, in the event of
inflation, even if such inflation is accompanied by rising interest
rates, the effect on the Company's results of operations is not
expected to be material.
<PAGE> 14
Forward Looking Information: Certain Cautionary Statements
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward looking statements. Certain information
in this Form 10-Q, that is not related to historical results, is
forward looking, such as collectibility of the Company's real
estate mortgage notes, its anticipated liquidity and capital
requirements and the results of legal proceedings. The matters
referred to in forward looking statements could be affected by the
risks and uncertainties involved in the Company's business;
accordingly, actual results may differ materially from those
projected and implied in the forward looking statements. These
risks and uncertainties include, but are not limited to, the effect
of conditions in the residential and commercial real estate market
and the economy in general, the level and volatility of interest
rates, Court decisions regarding the Company's litigation, the
impact of current or pending legislation and regulation, as well as
certain other risks described in this Form 10-Q. Subsequent
written and oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in
their entirety by cautionary statements in this paragraph and
elsewhere described in this Form 10-Q.
<PAGE> 15
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
Exhibits:
10(i) Letter agreement dated July 12, 1996, between
CV Reit, Inc. and Hilcoast Advisory Services,
Inc. extending the Consulting and Advisory
Agreement to July 31, 1997.
27 Financial Data Schedule
Reports on Form 8-K:
The Company was not required to file Form 8-K during the
quarter for which this report is filed.
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.
CV REIT, INC.
_______________________________
(Registrant)
/s/ Elaine Kahant
October 18, 1996 _______________________________
Elaine Kahant, Vice President,
Principal Financial Officer and
Chief Accounting Officer
HILCOAST ADVISORY SERVICES, INC.
19146 Lyons Road, Boca Raton, FL 33434
(561) 487-9630 FAX (561) 487-4659
July 12, 1996
Mr. Alvin Wilensky,
Chairman of the Board
CV Reit, Inc.
100 Century Blvd.
West Palm Beach, FL 33417
RE: Consulting and Advisory Agreement
("Advisory Agreement"), dated
July 31, 1992
Dear Mr. Wilensky,
This letter confirms that the above-referenced
Advisory Agreement between CV Reit, Inc. and Hilcoast
Advisory Services, Inc. is hereby extended through July
31, 1997 under the same terms and conditions set forth
in the Advisory Agreement.
Very truly yours,
/s/ Jack Jaiven
Jack Jaiven
Executive Vice President
Agreement Acknowledged:
CV REIT, Inc.
By: /s/ Alvin Wilensky
______________________________________
Alvin Wilensky, Chairman of the Board
Dated: August 8, 1996
__________________________________
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 11,892<F1>
<SECURITIES> 0
<RECEIVABLES> 87,176
<ALLOWANCES> 3,064
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 23,532
<DEPRECIATION> 2,323
<TOTAL-ASSETS> 119,064
<CURRENT-LIABILITIES> 0
<BONDS> 35,583
0
0
<COMMON> 80
<OTHER-SE> 73,025
<TOTAL-LIABILITY-AND-EQUITY> 119,064
<SALES> 0
<TOTAL-REVENUES> 9,875
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 874
<LOSS-PROVISION> (243)
<INTEREST-EXPENSE> 2,432
<INCOME-PRETAX> 6,691
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,691
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,691
<EPS-PRIMARY> .84
<EPS-DILUTED> .84
<FN>
<F1>Includes $894 restricted.
</FN>
</TABLE>
