SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996 Commission file number 0-3576
COUSINS PROPERTIES INCORPORATED
A GEORGIA CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 58-0869052
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339-5683
TELEPHONE: 770-955-2200
Registrant 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, and
has been subject to such filing requirements for the past 90 days.
At April 30, 1996, 28,345,020 shares of common stock of the Registrant were
outstanding.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31, March 31,
1995 1996
----------- ---------
(Unaudited)
ASSETS
- ------
<S> <C> <C>
PROPERTIES:
Operating properties ............................ $ 109,354 $ 106,826
Land held for investment or future development .. 27,035 26,567
Projects under construction ..................... 87,503 115,792
Residential lots under development .............. 11,452 12,378
Less: accumulated depreciation ................. (15,483) (16,384)
--------- ---------
Total properties .............................. 219,861 245,179
--------- ---------
CASH AND CASH EQUIVALENTS, at cost which approximates
market .......................................... 1,552 229
NOTES AND OTHER RECEIVABLES ........................ 53,868 72,663
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES ........ 137,260 136,249
OTHER ASSETS ....................................... 5,465 6,209
--------- ---------
TOTAL ASSETS ................................ $ 418,006 $ 460,529
========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
- ----------------------------------------
NOTES PAYABLE ...................................... $ 113,434 $ 160,021
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ........... 22,681 20,820
MINORITY INTERESTS IN CONSOLIDATED ENTITIES ........ 3,837 13
DEPOSITS AND DEFERRED INCOME ....................... 376 169
--------- ---------
TOTAL LIABILITIES ........................... 140,328 181,023
--------- ---------
STOCKHOLDERS' INVESTMENT
Common stock, $1 par value, authorized
50,000,000 shares; issued 28,222,639
shares at December 31, 1995 and
28,345,020 shares at March 31, 1996 ........... 28,223 28,345
Additional paid-in capital ...................... 153,265 155,296
Cumulative undistributed net income ............. 96,190 95,865
--------- ---------
TOTAL STOCKHOLDERS' INVESTMENT .............. 277,678 279,506
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 418,006 $ 460,529
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(UNAUDITED)
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
REVENUES:
Rental property revenues .................. $ 4,434 $ 5,838
Development and construction fees ......... 295 273
Management fees ........................... 541 570
Leasing and other fees .................... 714 727
Residential lot and outparcel sales ....... 838 4,380
Interest and other ........................ 1,178 1,435
-------- --------
8,000 13,223
-------- --------
INCOME FROM UNCONSOLIDATED JOINT VENTURES .... 3,374 4,394
-------- --------
COSTS AND EXPENSES:
Rental property operating expenses ........ 1,075 1,394
General and administrative expenses ....... 1,982 2,193
Depreciation and amortization ............. 1,096 1,294
Leasing and other commissions ............. -- 6
Stock appreciation right expense (credit) . (198) (359)
Residential lot and outparcel cost of sales 800 4,165
Interest expense .......................... 163 1,014
Property taxes on undeveloped land ........ 227 243
Other ..................................... 173 203
-------- --------
5,318 10,153
-------- --------
INCOME FROM OPERATIONS BEFORE INCOME TAXES ... 6,056 7,464
PROVISION FOR INCOME TAXES FROM OPERATIONS ... 183 166
-------- --------
NET INCOME ................................... $ 5,873 $ 7,298
======== ========
NET INCOME PER SHARE ......................... $ .21 $ .26
======== ========
CASH DIVIDENDS DECLARED PER SHARE ............ $ .24 $ .27
======== ========
WEIGHTED AVERAGE COMMON EQUIVALENT SHARES .... 27,876 28,278
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(UNAUDITED)
($ in thousands)
<TABLE>
<CAPTION>
1995 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 5,873 $ 7,298
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization, net of minority
interests' share 1,055 1,294
Stock appreciation right expense (credit) (198) (359)
Cash charges to expense accrual for stock
appreciation rights (21) (40)
Effect of recognizing rental revenues on a
straight-line basis (33) 9
Deferred income received 258 --
Deferred income recognized (196) --
Income from unconsolidated joint ventures (3,374) (4,394)
Operating distributions from unconsolidated
joint ventures 3,380 3,878
Residential lot and outparcel cost of sales 765 3,910
Changes in other operating assets and liabilities:
Change in other receivables 674 (647)
Change in accounts payable and accrued liabilities 1,306 (72)
-------- --------
Net cash provided by operating activities 9,489 10,877
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisition and development expenditures (25,509) (35,399)
Investment in notes receivable -- (18,000)
Cash portion of exchange transaction (See Note 6) -- 1,092
Change in other assets, net 810 (883)
Investment in unconsolidated joint ventures (5,756) (161)
Collection of notes receivable 106 103
-------- --------
Net cash used in investing activities (30,349) (53,248)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from other notes payable -- 79,834
Repayment of lines of credit (513) (37,427)
Dividends paid (6,691) (7,623)
Proceeds from lines of credit 24,682 4,558
Common stock sold, net of expenses 172 2,084
Repayment of other notes payable (45) (378)
-------- --------
Net cash provided by financing activities 17,605 41,048
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,255) (1,323)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,407 1,552
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 152 $ 229
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
- --------------------------
The Consolidated Financial Statements include the accounts of Cousins
Properties Incorporated ("Cousins") and its majority owned partnerships, as well
as Cousins Real Estate Corporation ("CREC") and its subsidiaries. All of the
entities included in the Consolidated Financial Statements are hereinafter
referred to collectively as the "Company."
Cousins has elected to be taxed as a real estate investment trust
("REIT"), and intends to distribute 100% of its federal taxable income to
stockholders, thereby eliminating any liability for future corporate federal
income taxes. Therefore, the results included herein do not include a federal
income tax provision for Cousins. However, CREC and its subsidiaries are taxed
separately from Cousins as a regular corporation. Accordingly, the Consolidated
Statements of Income include a provision for CREC's income taxes.
The Consolidated Financial Statements were prepared by the Company
without audit, but in the opinion of management reflect all adjustments
necessary for the fair presentation of the Company's financial position as of
March 31, 1996, and results of operations for the three month periods ended
March 31, 1995 and 1996. Results of operations for the interim 1996 period are
not necessarily indicative of results expected for the full year. While certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, the Company believes that the disclosures herein are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the Consolidated
Financial Statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1995. The accounting
policies employed are the same as those shown in Note 1 to the Consolidated
Financial Statements included in Form 10-K.
2. SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS
- ---------------------------------------------------
Interest (net of $724,000 and $1,633,000 capitalized in 1995 and 1996,
respectively) and income taxes paid were as follows for the three months ended
March 31, 1995 and 1996 ($ in thousands):
<TABLE>
<CAPTION>
1995 1996
----- -----
<S> <C> <C>
Interest paid ... $ 183 $ 927
Income taxes paid $ -- $ 23
</TABLE>
In January 1996, in conjunction with the exchange of partnership
interests discussed in Note 6, approximately $3,825,000 was transferred from
Minority Interests in Consolidated Entities to Operating Properties ($3,283,000)
and Projects Under Construction ($542,000); and approximately $1,688,000 was
transferred from Investment in Unconsolidated Joint Ventures to Operating
Properties.
3. COSTS CAPITALIZED AND FEES ELIMINATED IN CONSOLIDATION
- -----------------------------------------------------------
Development, construction, and leasing fees received by CREC and its
subsidiaries from Cousins and Cousins' majority owned joint ventures are
eliminated in consolidation. Costs related to planning, development, leasing and
construction of properties (including related general and administrative
expenses) are capitalized. The table below shows the fees eliminated, the
internal costs capitalized related to these fees, and the additional internal
costs capitalized by CREC to its own residential developments for the three
months ended March 31, 1995 and 1996 ($ in thousands):
<TABLE>
<CAPTION>
1995 1996
------ ------
<S> <C> <C>
Fees eliminated in consolidation ..... $1,020 $1,134
Internal costs capitalized to projects
on which fees were eliminated ..... 646 649
Internal costs capitalized to CREC
residential developments .......... 101 129
</TABLE>
4. NOTES PAYABLE AND INTEREST EXPENSE
- ---------------------------------------
At December 31, 1995 and March 31, 1996, the composition of notes payable
was as follows ($ in thousands):
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
------------------------------------- ---------------------------------------
Share of Share of
Unconsolidated Unconsolidated
Company Joint Ventures Total Company Joint Ventures Total
--------- --------------- -------- --------- --------------- --------
<S> <C> <C> <C> <C> <C> <C>
Fixed Rate Mortgages
(non-recourse) $ 80,564 $ 64,759 $145,323 $ 160,020 $ 84,119 $244,139
Floating Rate Lines
of Credit 32,870 23,153 56,023 1 11,195 11,196
--------- -------- -------- --------- -------- --------
$ 113,434 $ 87,912 $201,346 $ 160,021 $ 95,314 $255,335
========= ======== ======== ========= ======== ========
</TABLE>
On February 6, 1996, CSC Associates, L.P. ("CSC") (see Note 5 of "Notes
to Consolidated Financial Statements" in the Company's annual report on Form
10-K for the year ended December 31, 1995) issued $80 million of 6.377%
collateralized notes (the "Notes"). The Notes amortize in equal monthly
installments of $590,680 based on a 20 year amortization schedule, and mature
February 15, 2011. The Notes are non-recourse obligations of CSC and are secured
by a Deed to Secure Debt, an Assignment of Rents and Security Agreement covering
CSC's interest in the NationsBank Plaza building and related leases and
agreements.
CSC has loaned the $80 million proceeds of the Notes to the Company
under a non-recourse loan (the "Cousins Loan") secured by the Company's interest
in CSC under the same payment terms as those of the Notes. The Company paid all
costs of issuing the Notes and the Cousins Loan, including a $400,000 fee to an
affiliate of NationsBank Corporation. In addition, the Company will pay a fee to
an affiliate of NationsBank Corporation of .3% per annum of the outstanding
principal balance of the Notes. The Company used the proceeds to temporarily pay
down short term debt, including $18 million of Wildwood Associates' short term
debt as of March 31, 1996, by temporarily loaning a like amount to Wildwood
Associates. The Company intends to use the proceeds for continuing development
opportunities.
Concurrent with the $80 million financing, the Company's line of credit
was paid down to $1,000, and the terms were modified to provide for an unsecured
$10 million line maturing April 30, 1996. Subsequent to March 31, 1996, the
Company extended the maturity to June 30, 1996. The Company intends to extend
the maturity date and increase the line amount as needed to meet its working
capital needs.
For the three months ended March 31, 1996, interest expense was recorded as
follows ($ in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
-------------------------------
Share of
Unconsolidated
Company Joint Ventures Total
------- -------------- ------
<S> <C> <C> <C>
Interest Expensed .......... $1,014 $1,517 $2,531
Interest Capitalized ....... 1,633 149 1,782
------ ------ ------
$2,647 $1,666 $4,313
====== ====== ======
</TABLE>
During the first quarter of 1996, interest was capitalized related to
the Company's and the Company's share of unconsolidated joint venture projects
under construction which had an average balance of $97 million.
5. LOS ALTOS MARKETCENTER
- ---------------------------
In February 1996, the Company purchased the Los Altos Shopping
Center, a retail center located in Long Beach, California. The Company commenced
the demolition of the retail center and began construction of Los Altos
MarketCenter, a 280,000 square foot (of which the Company will own 152,000
square feet) retail power center which is expected to be completed at a total
cost of approximately $23 million.
6. EXCHANGE OF INTERESTS IN NORTH POINT MARKET ASSOCIATES, L.P. AND
- --------------------------------------------------------------------------------
SPRING/HAYNES ASSOCIATES
------------------------
At December 31, 1995, the Company had interests in two partnerships
with The Coca-Cola Company ("Coca-Cola") which were exchanged: Spring/Haynes
Associates (50% interest) and North Point Market Associates, L.P. (82.3%
interest). Effective January 1, 1996, the Company and Coca-Cola entered into an
exchange transaction which effectively resulted in Coca-Cola receiving 100% of
the Spring/Haynes Associates' property and the Company receiving $1,092,000 in
cash and 100% of North Point Market Associates, L.P.'s properties (North Point
MarketCenter and Mansell Crossing Phase II). The net amount of Coca-Cola's
minority interest of $3,825,000 in North Point Market Associates, L.P. and the
Company's investment in Spring/Haynes Associates of $1,688,000 as of December
31, 1995 was credited against the carrying values of North Point Market
Associates, L.P.'s properties.
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Three Months Ended March 31, 1995
and 1996.
Results of Operations:
- ----------------------
Rental Property Revenues and Operating Expenses. Rental property
revenues were approximately $1,404,000 higher in 1996. The increase was due
primarily to rental property revenues from four retail centers, Lawrenceville
MarketCenter ($599,000), Lovejoy Station ($146,000), Colonial Plaza MarketCenter
($258,000) and Mansell Crossing Phase II ($30,000), which became partially
operational in October 1995, December 1995, March 1995 and March 1995,
respectively. North Point MarketCenter and Presidential MarketCenter also
contributed to the increase by $88,000 and $146,000, respectively In addition,
$137,000 of the increase was due to revenue from 24 acres of the Georgia Highway
400 land being ground leased to freestanding users. During the first quarter of
1995, revenue was being recognized from only 16 acres of the Georgia Highway 400
land. Rental property revenues also were favorably impacted ($78,000 increase)
by the lease-up of the First Union Tower.
Rental property operating expenses increased approximately $319,000,
which increase was primarily related to the occupancy of the retail centers
discussed above.
Residential Lot and Outparcel Sales and Cost of Sales. Residential lot
and outparcel sales increased approximately $3,542,000 in 1996. The increase was
due primarily to an increase in residential lot sales from 8 lots in 1995 to 68
lots in 1996. A subsidiary of CREC also recognized $525,000 and $1,636,000 in
outparcel sales in 1995 and 1996, respectively.
Residential lot and outparcel cost of sales increased approximately
$3,365,000 in 1996 due to increases in sales discussed above.
Interest and Other Income. Interest and other income increased
approximately $257,000 in 1996. The increase was due to an increase in interest
income received from temporary investments made with proceeds received from the
CSC Associates, L.P. financing (see Note 4 to the Consolidated Financial
Statements).
Income from Unconsolidated Joint Ventures. (All amounts reflect the
Company's share of joint venture income.) Income from unconsolidated joint
ventures increased approximately $1,020,000 in 1996.
Income from Temco Associates increased approximately $425,000 in 1996.
In March 1996, Temco Associates exercised an option to purchase 240 acres of
land which it simultaneously sold. CREC's share of the gain on the sale was
$430,000.
Income from Wildwood Associates increased approximately $281,000 in
1996. Results in 1996 were favorably impacted by a decrease in interest expense
(approximately $323,000) which was due primarily to the refinancings of two
mortgage notes payable in December 1995. Results were also favorably impacted by
a decrease in depreciation and amortization expense (approximately $128,000) in
1996 as a result of certain assets becoming fully amortized.
In March 1996, the 4100 and 4300 Wildwood Parkway Buildings became
partially operational for financial reporting purposes which increased net
operating income by approximately $28,000. The net operating income of the 2500
Windy Ridge Parkway Building decreased approximately $192,000, primarily due to
the expiration of a tenant's lease which was replaced with another tenant with
less square footage at a lower rate.
Income from CSC Associates, L.P. increased approximately $147,000 due
to the continued lease-up of NationsBank Plaza ($222,000 increase in net
operating income). This increase was partially offset by an increase in
depreciation and amortization of approximately $47,000 which was also due to an
increase in the lease-up.
Income from CC-JM II Associates increased approximately $100,000 in
1996. The increase was due to the John Marshall II office building becoming
fully operational for financial reporting purposes in late January 1996.
Income from Haywood Mall Associates increased approximately $84,000 due
to increases in operating income resulting from the completion and lease-up of
the expansion of Haywood Mall. The increase in operating income was partially
offset by an increase in depreciation and amortization which was also due to the
expansion of Haywood Mall.
General and Administrative Expenses. General and administrative
expenses increased approximately $211,000 in 1996. The increase was primarily
due to personnel increases related to the Company's expansion, partially offset
by an increase in costs capitalized to projects under development ($747,000 in
1995 versus $778,000 in 1996).
Depreciation and Amortization. Depreciation and amortization increased
approximately $198,000 in 1996. The increase is due to the retail centers
becoming operational as discussed above.
Stock Appreciation Right Expense (Credit). The credit to stock
appreciation expense increased approximately $161,000 in 1996. This non-cash
item is primarily related to the Company's stock price, which was $17.375 and
$16.625 at December 31, 1994 and March 31, 1995, respectively; and $20.25 and
$19.50 at December 31, 1995, and March 31, 1996, respectively.
Interest Expense. Interest expense increased approximately $851,000 in
1996. Interest expense before capitalization increased to $2,647,000 in 1996
from $887,000 in 1995 due to higher debt levels. Also, during the third quarter
of 1995, $50 million of floating rate debt was replaced with long term fixed
rate debt at higher interest rates. This overall increase in interest expense
was partially offset by increased interest capitalization because of a higher
level of projects under development. The amount of interest capitalized to
projects under development (a reduction of interest expense) increased to
$1,633,000 in 1996 from $724,000 in 1995.
Financial Condition:
- --------------------
Major investment activity during the first quarter of 1996 included
$35.4 million of property acquisition and development investments, primarily in
projects under construction. The source of cash for these investments was
primarily the proceeds from the $80 million CSC Associates, L.P. financing (see
Note 4 to the Consolidated Financial Statements). The Company's debt (including
its pro rata share of unconsolidated joint venture debt) was 32% of total market
capitalization at March 31, 1996. As discussed in Note 4, the Company intends to
extend the maturity date of its line of credit and increase the line amount as
needed to meet its working capital needs.
The Company has development projects in various stages. The Company
currently intends to finance these projects, as well as the completion of
projects currently under construction, using its existing lines of credit
(increasing those lines of credit as required), and long-term non-recourse
financing on the Company's unleveraged projects as market conditions warrant.
Supplemental Financial Information:
- -----------------------------------
Depreciation and amortization expense included the following components
for the three months ended March 31, 1996 ($ in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
--------------------------------
Share of
Unconsolidated
Company . Joint Venture Total
------- -------------- ------
<S> <C> <C> <C>
Furniture, fixtures and equipment ....... $ 62 $ 24 $ 86
Deferred financing costs ................ -- 3 3
Goodwill and related business
acquisition costs ..................... 73 6 79
Real estate related:
Building (including tenant
first generation) .................. 1,120 2,117 3,237
Tenant second generation .............. 39 229 268
------ ------ ------
$1,294 $2,379 $3,673
====== ====== ======
</TABLE>
Exclusive of new developments and purchases of furniture, fixtures and
equipment, the Company had the following capital expenditures during the three
months ended March 31, 1996, including its share of unconsolidated joint
ventures ($ in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
-------------------------------
Office Retail Total
------ ------ -----
<S> <C> <C> <C>
Second generation related costs ........... $243 $-- $243
Building improvements ..................... -- -- --
---- --- ----
$243 $-- $243
==== === ====
</TABLE>
Statement Regarding Forward-Looking Information:
- ------------------------------------------------
From time-to-time the Company will provide forward-looking information
within the meaning of Section 27A of the Securities Act of 1933 and 21E of the
Securities Exchange Act of 1934, including projections of results of operations
for various properties and the Company as a whole. Forward-looking information
is subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected, including continued availability of debt
and equity capital with favorable terms and conditions; ability to complete and
lease new and existing development projects on schedule, within budget and at
projected levels of net operating results; compliance by tenants with existing
leases and replacement of expiring leases with acceptable new leases; and
availability of new development and acquisition opportunities.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Registrant during the fiscal quarter ended March 31,
1996.
<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.
COUSINS PROPERTIES INCORPORATED
Registrant
/s/ Kelly H. Barrett________________________
Kelly H. Barrett
Vice President and Controller
(Authorized Officer)
(Principal Accounting Officer)
May 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 229
<SECURITIES> 0
<RECEIVABLES> 72,663
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 245,179
<DEPRECIATION> 16,384
<TOTAL-ASSETS> 460,529
<CURRENT-LIABILITIES> 0
<BONDS> 160,021
0
0
<COMMON> 28,345
<OTHER-SE> 155,296
<TOTAL-LIABILITY-AND-EQUITY> 460,529
<SALES> 0
<TOTAL-REVENUES> 13,223
<CGS> 0
<TOTAL-COSTS> 10,153
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,014
<INCOME-PRETAX> 7,464
<INCOME-TAX> 166
<INCOME-CONTINUING> 7,298
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,298
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
