<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
---------------------------
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 1-7859
- --------------------------------------------------------------------------------
IRT PROPERTY COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1366611
- -------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Galleria Parkway, Suite 1400
Atlanta, Georgia 30339
- -------------------------------- -----------------------------------
(Address of principal (Zip Code)
executive offices)
(404) 955-4406
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 4, 1995
- -------------------------- -----------------------------
Common Stock, $1 Par Value 25,611,633 Shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
IRT PROPERTY COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Rental properties, at cost $451,039,423 $442,642,705
Accumulated depreciation (46,562,903) (41,677,722)
------------ ------------
404,476,520 400,964,983
Net investment in direct financing
leases 9,182,852 9,295,880
Mortgage loans, net of interest
discounts of $288,995 in 1995 and
$311,033 in 1994 8,413,974 8,292,143
------------ ------------
Net real estate investments 422,073,346 418,553,006
Cash and cash equivalents 4,285,929 1,841,388
Accrued interest receivable 466,295 544,712
Prepaid expenses and other assets 7,051,263 7,640,249
------------ ------------
$433,876,833 $428,579,355
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable plus net
interest premium of $126,235 in
1995 and $92,683 in 1994 $103,510,712 $105,107,084
7.3% convertible subordinated
debentures due August 15, 2003 84,905,000 86,250,000
Indebtedness to bank 33,000,000 26,000,000
Accrued interest on debentures 2,341,491 2,378,583
Accrued expenses and other
liabilities 7,132,739 4,726,224
Deferred income taxes 1,079,000 1,079,000
------------ ------------
Total liabilities 231,968,942 225,540,891
------------ ------------
Commitments and Contingencies (Note 6)
Shareholders' Equity:
Common stock, $1 par value,
authorized 75,000,000 shares;
25,611,633 shares issued and
outstanding in 1995 and 25,420,747
shares in 1994 25,611,633 25,420,747
Additional paid-in capital 199,708,899 197,937,465
Cumulative distributions in excess
of net earnings (23,412,641) (20,319,748)
------------ ------------
Total shareholders' equity 201,907,891 203,038,464
------------ ------------
$433,876,833 $428,579,355
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
1
<PAGE> 3
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three- and Six-Month Periods Ended
June 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Income from rental
properties $14,377,976 $10,636,629 $28,850,967 $21,283,274
Interest 223,645 877,673 446,365 1,735,517
Interest on direct
financing leases 235,944 240,912 820,540 775,222
----------- ----------- ----------- -----------
14,837,565 11,755,214 30,117,872 23,794,013
----------- ----------- ----------- -----------
Expenses:
Operating expenses of
real estate
investments 3,107,654 2,448,657 6,223,655 4,856,017
Interest on mortgages 2,333,032 2,085,999 4,715,066 4,268,823
Interest on debentures 1,549,515 1,562,630 3,111,032 3,134,043
Interest on
indebtedness to bank 534,704 24,257 1,060,172 48,248
Depreciation 2,580,316 1,975,698 5,167,157 3,951,381
Amortization of debt
costs 110,310 111,786 221,261 222,882
General &
administrative 731,173 657,417 1,532,447 1,291,918
----------- ----------- ----------- -----------
10,946,704 8,866,444 22,030,790 17,773,312
----------- ----------- ----------- -----------
Earnings from
operations 3,890,861 2,888,770 8,087,082 6,020,701
Capital loss (58,084) (3,685,454) (74,757) (3,685,454)
----------- ----------- ----------- -----------
Earnings before
extraordinary
item 3,832,777 (796,684) 8,012,325 2,335,247
Extraordinary item -
Gain on extinguishment
of debt - 3,748,095 - 3,748,095
----------- ----------- ----------- -----------
Net earnings $ 3,832,777 $ 2,951,411 $ 8,012,325 $ 6,083,342
=========== =========== =========== ===========
Per Share:
Earnings from
operations $ 0.15 $ 0.12 $ 0.31 $ 0.24
Capital loss - (0.15) - (0.15)
----------- ----------- ----------- -----------
Earnings before
extraordinary
item 0.15 (0.03) 0.31 0.09
Extraordinary item - 0.15 - 0.15
----------- ----------- ----------- -----------
Net earnings $ 0.15 $ 0.12 $ 0.31 $ 0.24
=========== =========== =========== ===========
Weighted average number
of shares outstanding 25,590,389 25,332,560 25,533,116 25,314,888
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 4
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Distributions Total
Common Paid-In in Excess of Shareholders'
Stock Capital Net Earnings Equity
------ ---------- ------------- ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993 $25,288,624 $196,793,150 $(11,746,607) $210,335,167
Net earnings for period - - 6,083,342 6,083,342
Cash dividends paid -
$.420 per share - - (10,628,208) (10,628,208)
Issuance of shares under
Dividend Reinvestment
Plan, net 44,604 402,643 - 447,247
Exercise of Incentive Stock
Options, net 1,010 2,131 - 3,141
Issuance of shares for the
acquisition of properties 23,324 231,566 - 254,890
----------- ------------ ------------ ------------
Balance at June 30, 1994 $25,357,562 $197,429,490 $(16,291,473) $206,495,579
=========== ============ ============ ============
Balance at December 31, 1994 $25,420,747 $197,937,465 $(20,319,748) $203,038,464
Net earnings for period - - 8,012,325 8,012,325
Cash dividends paid -
$.435 per share - - (11,105,218) (11,105,218)
Issuance of shares under
Dividend Reinvestment
Plan, net 59,812 494,812 - 554,624
Conversion of debentures,
net 119,554 1,175,718 - 1,295,272
Issuance of shares for the
acquisition of properties 11,520 100,904 - 112,424
----------- ------------ ------------ ------------
Balance at June 30, 1995 $25,611,633 $199,708,899 $(23,412,641) $201,907,891
=========== ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 5
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 8,012,325 $ 6,083,342
Adjustments to reconcile earnings to net cash from
operating activities:
Depreciation 5,167,157 3,951,381
Loss on sales of properties 74,757 3,685,454
Extraordinary gain - (3,748,095)
Amortization of debt costs 221,261 222,882
Recovery of investment in direct
financing leases 113,028 87,364
----------- ------------
13,588,528 10,282,328
Changes in accrued assets and liabilities:
Increase (decrease) in accrued interest on
debentures (37,092) 262,343
Decrease in interest receivable, prepaid
expenses and other assets 396,429 22,559
Increase in accrued expenses and other
liabilities 2,417,894 1,575,593
----------- ------------
Net cash flows from operating activities 16,365,759 12,142,823
----------- ------------
Cash flows from (used in) investing activities:
Proceeds from sales of properties, net 811,217 -
Additions to real estate investments, net -
Acquisitions, expansions and renovations (6,625,621) (26,909,520)
Improvements (373,657) (345,821)
Collections of mortgage loans, net 21,236 40,088
Additions to mortgage loans (143,067) -
----------- ------------
Net cash flows used in investing activities (6,309,892) (27,215,253)
----------- ------------
Cash flows from (used in) financing activities:
Cash dividends paid, net (10,550,594) (10,180,961)
Cash in lieu of fractional shares on conversion of
debentures (15) -
Exercise of Incentive Stock Options, net - 3,141
Amortization of mortgage notes payable, net (810,717) (692,078)
Repayment of mortgage notes payable, net (3,250,000) (8,378,095)
Increase in bank indebtedness, net 7,000,000 -
Extraordinary item -
Gain on extinguishment of debt - 3,748,095
----------- ------------
Net cash flows used in financing activities (7,611,326) (15,499,898)
----------- ------------
Net increase (decrease) in cash and cash equivalents 2,444,541 (30,572,328)
Cash and cash equivalents at beginning of period 1,841,388 78,629,700
----------- ------------
Cash and cash equivalents at end of period $ 4,285,929 $ 48,057,372
=========== ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 6
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow
information:
-------------------------------------
Cash paid during the period for interest
related to:
Mortgage notes payable $ 4,757,981 $ 4,386,837
Convertible subordinated debentures, net
of $14,082 capitalized in 1994 3,148,124 2,885,782
Indebtedness to bank, net of $73,122
capitalized in 1995 701,575 48,515
----------- -----------
Total cash paid during the period
for interest $ 8,607,680 $ 7,321,134
=========== ===========
Supplemental schedule of noncash investing
and financing activities:
------------------------------------------
Acquisitions:
Cost of acquisitions, expansions and
renovations $ 9,202,390 $27,164,410
Additions to mortgage notes payable -
Assumed, including interest premium at
date of acquisition of $80,890 (2,464,345) -
Issuance of common stock (112,424) (254,890)
----------- -----------
Cash paid for acquisitions, expansions
and renovations of real estate
investments $ 6,625,621 $26,909,520
=========== ===========
Conversion of debentures:
Debentures converted $ 1,345,000 $ -
Associated unamortized debenture costs (49,713) -
Equity issued on conversion (1,295,272) -
----------- -----------
Cash paid in lieu of fractional shares $ 15 $ -
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 7
IRT PROPERTY COMPANY
Notes to Consolidated Financial Statements
June 30, 1995 and 1994
1. Unaudited Financial Statements
These consolidated financial statements for interim periods are
unaudited and should be read in connection with the Company's Annual Report to
Shareholders for the year ended December 31, 1994. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to a fair presentation of the financial statements as of June 30,
1995 and 1994 have been recorded.
2. Earnings Per Share
Earnings per share have been computed based on the weighted average
number of shares of common stock outstanding. The effect on earnings per share
assuming conversion of the 7.3% convertible subordinated debentures would be
anti-dilutive. Exercise of the outstanding stock options would not have a
material dilutive effect on earnings per share.
3. Interest on Short-Term Investments
Interest income includes income on certificates of deposit of $788,665
and $1,423,199 for the three- and six-month periods ended June 30, 1994,
respectively.
4. Purchase of Rental Properties
On January 6, 1995, the Company acquired two shopping centers in
Slidell and Galliano, Louisiana. The cost to the Company aggregated
$6,901,000, consisting of the initial purchase price of $6,658,000, $162,000 of
acquisition costs and an $80,890 premium recorded on the valuation of the
mortgage debt assumed. This acquisition was funded by the assumption of the
$2,383,000 existing mortgage debt and cash of $4,437,000. These two centers
were part of a package of 13 centers, 11 of which were acquired on December 21,
1994.
5. Capital Loss and Extraordinary Item
In February 1995, the Company sold a parcel of land totaling 1.03
acres at its Siegen Village Shopping Center in Baton Rouge, Louisiana for a
total sales price of $325,000 and recognized a loss of approximately $16,700
for financial reporting purposes. In April 1995, the Company sold Union
6
<PAGE> 8
Plaza and Winnsboro Plaza shopping centers for aggregate sales prices of
$545,000 and recognized net losses totaling $59,900 for financial reporting
purposes. Additionally, the Company recognized a gain of $1,800 on a
condemnation of a small parcel of land.
In June 1994, the Company recognized a $3,748,000 extraordinary gain
on the purchase of the mortgage secured by Valley West Mall and recorded a
$3,685,000 reduction in the carrying value of this investment due to a
permanent impairment in its value. The 9.5% mortgage had an outstanding
principal balance of $8,248,095 at the time the Company purchased it for
$4,500,000.
6. Commitments and Contingencies
During 1992, the Company purchased from the Sofran Group and the IBM
Retirement Plan Trust Fund (advised by Dreyfus Realty Advisors) 17 shopping
centers which have certain rental guaranties from the sellers. At the time of
the purchases, 290,762 shares of the Company's common stock (representing
approximately $3,003,000 of the purchase price) were retained as "holdback
shares." The Company may be required to issue all or a portion of the holdback
shares at various dates over the holdback periods if certain occupancy levels
on a portfolio basis or on agreed-upon spaces are achieved by the end of the
respective periods.
The Sofran holdback, which expired in January 1995, contained a total
of 169,290 shares. Over the term of this holdback, 9,182 shares were earned by
and issued to the sellers and the remaining 160,108 shares were forfeited.
The Dreyfus holdback, which expires in December 1995, contained a
total of 121,472 shares. For the period December 23, 1992 through March 31,
1995, the number of shares available to the sellers was reduced by 34,332
shares and the Company issued 70,545 shares to the sellers, leaving a balance
of 16,595 holdback shares.
The shares issued represented additional cost of acquisition for
financial reporting purposes. In addition, during the holdback periods, the
sellers are entitled to amounts equivalent to dividends on the holdback shares
until such time as their right to receive such holdback shares may be
extinguished at the close of the periods. The Company paid no dividend
equivalents during the first six months of 1995 and $20,818 of dividend
equivalents during the first six months of 1994 to the sellers of the Sofran
centers. Also, the Company paid dividend equivalents of $8,387 and $28,557
during the first half of 1995 and 1994, respectively, to the sellers of the
Dreyfus centers. These payments are considered
7
<PAGE> 9
part of the cost of acquisition on the respective payment dates.
Additionally, the seller of one of the IBM/Dreyfus centers pledged
115,343 of its IRT Property Company shares to the Company as collateral for a
guarantee of rents payable by one of the anchor tenants which had filed
bankruptcy. For the period December 23, 1992 through March 31, 1995, 35,032
shares held as collateral were released to the seller and 7,593 shares were
retired, leaving a balance of 72,718 shares.
The Company has agreed to fund up to $260,000 under its mortgage loan
investment secured by Spanish Quarter Apartments for capital improvements.
Approximately $143,000 of this amount had been funded as of June 30, 1995 and
the remaining portion was funded in July 1995.
8
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Material Changes in Financial Condition. During the first six months
of 1995, the Company borrowed $7,000,000 under its revolving term loan and
received cash proceeds of approximately $811,000 on sales of a parcel of land
and two shopping centers. It utilized funds of a) $6,820,000 for the
acquisition of two shopping center investments, consisting of cash of
approximately $4,437,000 and mortgage debt of approximately $2,383,000 secured
by one of the centers and b) $2,181,000 to fund expansion or redevelopment
costs of five existing investments. Additionally, in March 1995 $1,345,000 of
the Company's 7.3% convertible subordinated debentures were converted into
119,554 shares of common stock at $11.25 per share.
Acquisitions of real estate investments during the first six months of
1994, aggregating approximately $27,164,000, consisted of (a) the purchase of
two shopping center investments; (b) the payment of dividend equivalents on the
holdback shares retained in the 1992 purchase of 17 shopping center
investments; (c) the issuance of certain of the holdback shares earned by one
of the sellers; and (d) the funding of expansion or redevelopment costs of four
existing investments. These acquisitions were funded by approximately
$26,910,000 cash and the issuance of 23,324 shares of the Company's common
stock valued at $10.93 per share.
In June 1994, the Company also utilized $4,500,000 of cash to purchase
its $8,248,000 mortgage note payable secured by Valley West Mall. This
purchase resulted in the recognition of an extraordinary gain on extinguishment
of debt of approximately $3,748,000 and a reduction in annual debt service of
approximately $1,076,000. As a result of this transaction, the Company reduced
the carrying value of this investment by approximately $3,685,000 due to a
permanent impairment in its value. In conjunction with the restructuring of
this investment, in August 1994 the Company purchased the underlying land for
$1,500,000 cash and terminated the ground lease, thereby extinguishing
approximately $203,000 of annual ground rental payments.
Material Changes in Results of Operations. The Company's 1994 and
1995 property acquisitions, expansions and redevelopments offset by property
sales resulted in net increases in income from rental properties, operating
expenses of real estate investments, interest on mortgages and depreciation
during the quarter and six months ended June 30, 1995. The increase in
interest expense on mortgages was partially offset by (a) the refinancing of a
mortgage note payable in February 1994 which reduced the interest rate from
9
<PAGE> 11
12.625% to 8.125%, (b) the purchase of the 9.5% mortgage secured by Valley West
Mall in June 1994, (c) the repayment of a $1,750,000 variable rate mortgage in
May 1995, and (d) the refinancing of a $9,000,000 mortgage in June 1995,
reducing the face of the mortgage to $7,500,000 and the interest rate from
9.75% to 8.375%.
The decrease in interest income during the quarter and six months
ended June 30, 1995 was primarily the result of the investment of the remaining
proceeds of the Company's 1993 public offerings in December 1994. During the
three- and six-month periods ended June 30, 1994, the Company earned
approximately $789,000 and $1,423,000, respectively, on short-term money-market
investments.
During the first quarter of 1995, the Company received percentage
rentals totaling $347,000 from its four Wal-Mart investments accounted for as
direct financing leases, an increase of approximately $55,000 over that
received in 1994.
The Company had no borrowings under its bank credit facility during
the six months ended June 30, 1994, but had average borrowings of approximately
$25,115,000 during the comparable period in 1995. This resulted in increased
interest expense on bank debt for the three- and six-month periods ended June
30, 1995.
The increase in general and administrative expenses in 1995 was
primarily due to the costs of increased administrative and property management
personnel as well as increased shareholder relations costs, state franchise
taxes and directors' fees.
Funds from Operations. Funds from operations is defined as net cash
flows from operating activities before changes in accrued assets and
liabilities. Funds from operations totaled $6,633,115 and $5,020,516 for the
three-month periods ended June 30, 1995 and 1994, respectively, and $13,588,528
and $10,282,328, respectively, for the six months then ended. Management
believes funds from operations should be considered along with, but not as an
alternative to, net income as defined by generally accepted accounting
principles as a measure of the Company's operating performance. Funds from
operations does not represent cash generated from operating activities in
accordance with generally accepted accounting principles and is not necessarily
indicative of cash available to fund cash needs.
During the quarter and six months ended June 30, 1994, the Company had
an average of approximately $71,000,000 and $75,000,000, respectively, of the
proceeds of the August 1993 equity and debt offerings invested in short-term
money market
10
<PAGE> 12
investments earning an average interest rate of approximately 4.4% and 3.8%,
respectively. This resulted in temporary dilution in results of operations in
1994.
11
<PAGE> 13
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders.
At the Annual Meeting of Shareholders of the Company held May 31,
1995, the following matters were voted upon by shareholders of the Company:
1. The election of eight directors (Donald W. MacLeod, Mary M.
Thomas, Homer B. Gibbs, Jr., Samuel W. Kendrick, Thomas H.
McAuley, Bruce A. Morrice, James H. Nobil and Louis P.
Wolfort) to hold office until their successors are elected and
qualified. All eight directors were elected with 21,414,196
shares, or 98.3% of the shares represented at the meeting,
voted in favor of all the nominees as directors and 380,934
shares, or 1.75% of such shares, voted against all eight
nominees. In addition, 154,292 shares were voted for some but
not all of the nominees.
2. The amendment of Article VI of the Company's Articles of
Incorporation to authorize the Company to issue up to
10,000,000 shares of $1 par value Preferred Stock. The
amendment, which required the affirmative vote of the holders
of a majority of the Company's outstanding shares of common
stock for its approval, was disapproved with 10,347,945
shares, or 40.45% of the Company's shares, voted in favor of
the amendment, 3,652,770 shares, or 14.28% of such outstanding
shares, voted against the amendment, and 587,705 shares, or
2.30%, abstaining.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule (for S.E.C. use only).
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the quarter ended June 30, 1995.
12
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
IRT PROPERTY COMPANY
Date: August 4, 1995 /s/ Donald W. MacLeod
-------------- --------------------------
Donald W. MacLeod
Chairman & President
Date: August 4, 1995 /s/ Mary M. Thomas
-------------- --------------------------
Mary M. Thomas
Executive Vice President &
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IRT PROPERTY COMPANY AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 4,286
<SECURITIES> 0
<RECEIVABLES> 466
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,803
<PP&E> 460,222
<DEPRECIATION> 46,563
<TOTAL-ASSETS> 433,877
<CURRENT-LIABILITIES> 9,474
<BONDS> 221,416
<COMMON> 25,612
0
0
<OTHER-SE> 176,276
<TOTAL-LIABILITY-AND-EQUITY> 433,877
<SALES> 0
<TOTAL-REVENUES> 30,118
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,108
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,087
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,012
<EPS-PRIMARY> .31
<EPS-DILUTED> 0
</TABLE>
