<PAGE> 1
- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
For Quarter Ended September 30, 1995 Commission File Number 1-6249
------------------ ------
First Union Real Estate Equity and Mortgage Investments
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(Exact name of registrant as specified in its charter)
Ohio 34-6513657
- -------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification) No.)
Suite 1900, 55 Public Square
Cleveland, Ohio 44113-1937
- ------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 781-4030
--------------------
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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 registrant's
classes of common stock, as of the latest practicable date.
18,435,057 Shares of Beneficial Interest outstanding as of September 30, 1995
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==============================================================================
Total number of pages contained in this report: 11
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PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements.
- ------- ---------------------
The combined 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 condensed or omitted
pursuant to such rules and regulations, although the registrant believes that
the disclosures contained herein are adequate to make the information presented
not misleading. It is suggested that these combined financial statements be
read in conjunction with the combined financial statements and the notes
thereto included in the registrant's latest annual report on Form 10-K.
The unaudited "Combined Balance Sheets" as of September 30, 1995 and
December 31, 1994 and "Combined Statements of Income and Combined Statements of
Changes in Cash" for the periods ended September 30, 1995 and 1994, of the
registrant, and "Notes to Combined Financial Statements," are included herein.
These financial statements reflect, in the opinion of the registrant, all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the combined financial position and results of operations for the
respective periods in conformity with generally accepted accounting principles
consistently applied.
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations.
----------------------
In January 1995, the registrant sold its 50% interests in two malls in
Wilkes-Barre, Pennsylvania and Fairmount, West Virginia for $29.5 million in
cash ($2 million was received in 1994), a $6 million mortgage note receivable
and the assumption by the purchaser of $4.7 million in mortgage debt, resulting
in a capital gain of approximately $29.9 million. The proceeds were invested
in short-term securities until tax-free exchange properties were acquired in
April 1995 and June 1995. The $6 million note earns interest at 9% and is
secured by one of the malls and 750,000 shares of partnership units in Crown
American Properties, L.P.
In April 1995, the registrant acquired Woodland Commons Shopping
Center in Buffalo Grove, Illinois, an upscale suburb of Chicago, with $21
million in cash. Additionally, the registrant acquired Steeplechase Apartments
in Cincinnati, Ohio for $11.9 million in cash on June 30, 1995. The purchases
were funded with the cash from the sale of the two malls and with bank loans
under the registrant's revolving credit agreement. In accordance with
provisions of the Internal Revenue Code, the registrant treated the sales and
purchases as "like-kind exchanges," and was not required to recognize or
distribute a gain for tax purposes, nor pay federal income taxes. The net
result of the sale and tax free exchange was an increase of $200,000 of
annualized fund from operations (income from operations less litigation and
proxy expenses plus non-cash charges for depreciation and amortization).
Income from operations was $840,000 and $1.6 million for the three
months ended September 30, 1995 and 1994, respectively, and $4.1 million and
$4.9 million for the nine months ended September 30, 1995 and 1994,
respectively.
Income from property operations, which is rents less operating
expenses and real estate taxes, increased when comparing the nine months of
1995 to the same period of 1994. This increase was primarily due to the
apartment complex acquired in August 1994 and property acquisitions in 1995, as
noted previously, but was offset by the sale of the two malls in January 1995.
Additionally, income from property operations for properties in the portfolio
for the first nine months of 1995 and 1994 increased due to increased occupancy
in the retail portfolio and higher rents per unit in the apartment portfolio and
was approximately the same when comparing the third quarter of 1995 to that of
1994.
Mortgage interest income increased in the third quarter and nine
months of 1995 as compared to the same periods of 1994 due to the $6 million
mortgage note receivable which was part of the consideration received in
January 1995 from the sale of the two malls.
Short-term investment interest declined when comparing the same
periods of 1995 to that of 1994. During the third quarter of 1995, the
registrant had no short-term investments versus an average of $32 million in
1994. Additionally, during the first nine months of 1995 the registrant had an
average of $8.5 million in short-term investments versus $36 million for the
first nine months of 1994. In August 1994, the registrant used $19 million of
the short-term investments to purchase an apartment complex. Additionally, in
December 1994, the registrant repaid $17 million under its bank lines of credit
with short-term investments. In the second quarter of 1995, the remaining
short-term investments from the sale of the two malls was used to purchase the
shopping center and apartment complex.
Depreciation and amortization expense increased when comparing the
third quarter and nine months of 1995 to the same periods of 1994. The
property acquisitions in the third
2
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quarter of 1994 and second quarter of 1995 and tenant construction costs during
1994 and 1995 were the primary reasons for this increase.
Mortgage interest expense increased when comparing the third quarter
and nine months of 1995 to the same periods of 1994. This increase was caused
by an increase of approximately 300 basis points in the interest rate on a
variable rate mortgage loan secured by a shopping mall in St. Cloud, Minnesota
when comparing 1995 to 1994.
Bank loan interest expense increased when comparing the third quarter
and nine months of 1995 to the same periods of 1994 due to an increase of
approximately 250 basis points in short-term interest rates when comparing 1995
to 1994. The increase in interest rates was partially offset by decreased
borrowings during 1995 under the bank lines of credit
Litigation and proxy expenses of $320,000 and $1.4 million were
incurred during the third quarter and nine months of 1995, respectively. These
professional fees resulted from litigation and a proxy contest with a minority
shareholder. Legal fees continue to be incurred due to counter claims that had
to be defended and were ultimately dismissed. (See Part II, Item 1, Legal
Proceedings.)
Net income was $520,000 and $1.6 million for the third quarter of 1995
and 1994, respectively, and $32.6 million and $4.9 million for the nine months
ended September 30, 1995 and 1994, respectively. Capital gains included in net
income during the nine months ended September 30, 1995 were $29.9 million from
the sale of the two malls in January 1995.
Except as noted above, there has been no material change in the
registrant's financial condition from December 31, 1994.
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings.
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On February 3, 1995, the registrant filed a lawsuit in the United
States District Court ("District Court") for the northern District of Ohio
(the "Lawsuit") against, inter alia, Turkey Vulture Fund XIII, Ltd. (the
"Fund"), and its Managing Partner, Richard M. Osborne ("RMO"), who claimed to
beneficially own 9.3% of the outstanding shares of the registrant according to
Amendment No. 5 to Schedule 13D filed by the Fund with the Securities and
Exchange Commission (the "Commission") on or about May 9, 1995. The Lawsuit is
described in Part I, Item 3 of the registrant's Annual Report on Form 10-K
filed with the Commission on March 30, 1995. Since the initial filing, there
have been numerous motions and pleadings filed by the various parties and
discovery has been conducted.
On April 12, 1995, the District Court granted the registrant's motion
to amend its complaint. The defendants named in the registrant's First Amended
and Supplemental Complaint for Injunctive Relief, Damages, and Other Relief
("Amended Complaint") are The Wolstein Group, Bert Wolstein, Scott Wolstein,
Heritage Capital Corporation, and Developers Diversified Realty Corporation
(the "Wolstein Defendants"), and RMO, the Fund, and Mark P. Escaja (all
collectively the "Defendants"). The Amended Complaint is described in Part II,
Item 1 of the registrant's Form 10-Q filed with the Commission on May 15, 1995.
On July 3, 1995, the District Court granted the registrant's motion to
file its second amended complaint. The Defendants named in the registrant's
Second Amended and Supplement Complaint for Injunctive Relief, Damages and the
Other Relief are the same as those named in the First Amended Complaint. The
Second Amended Complaint alleges that the Defendants have, inter alia, (i)
filed a false and misleading Schedule 13D and amendments thereto, or failed to
file, in violation of Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the rules and regulations promulgated thereunder; (ii)
failed to comply with the federal and state requirements for commencing a
tender offer in violation of Sections 14(a) and 14(d) of the Exchange Act and
Section 1707.041 of the Ohio Revised Code; (iii) manipulated the market for the
registrant's securities in violation of Sections 10(b) and 14(e) of the
Exchange Act and Rule 10b-5; (iv) violated their obligations under the
registrant's Declaration of Trust and By-Laws, and their obligations of good
faith and fair dealing to other shareholders of the registrant; (v)
disseminated false and misleading proxy statements and other solicitation
materials;(vi) that certain defendants and others dealt in the registrant's
shares while in possession of material, non-public information relating to the
commencement of a tender offer in violation of Section 14(e) of the Exchange
Act; (vii) that defendants RMO and the Fund tortuously interfered with the
registrant's business relations and business opportunities; and (viii) that
various Wolstein Defendants controlled persons committing the aforementioned
acts or were otherwise responsible for such actions of other persons, in
violation of Section 20(a) of the Exchange Act and the rules and regulations
promulgated thereunder. The Second Amended Complaint seeks preliminary and
permanent injunctive relief against the Defendants,
3
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damages in the amount of $30 million, inter alia, for causing the registrant to
defend against an illegal proxy contest and distraction of management and
business disruption, and such other and further relief as may be just and
proper.
On June 16, 1995, the District Court granted the Fund and RMO's motion
to file their second amended counterclaims (the "Osborne Second Amended
Claims") in the Lawsuit against the registrant and its board of trustees
alleging, inter alia, (i) violations of Section 14(a) under the Exchange Act
and the rules promulgated thereunder in connection with the solicitation of
proxies and the distribution of proxy materials by the registrant relating to
the registrant's annual meeting of shareholders held April 11, 1995 (the
"Annual Meeting"), and (ii) derivative claims for alleged breach by the
trustees of their fiduciary obligations. The Fund and RMO seek relief
including (a) invalidation of the results of the election of trustees at the
Annual Meeting, (b) an award of damages to the registrant from the trustees of
$5.45 million, and (c) an award of damages to the Fund and RMO from the
registrant and the trustees of $500,000 in compensatory damages and $2 million
in punitive damages.
The Wolstein Defendants filed amended counterclaims (the "Wolstein
Amended Claims") against the registrant and James C. Mastandrea alleging tort
claims. The Wolstein Defendants sought compensatory damages in amounts not
less than $10 million for defendant Developers Diversified Realty Corporation
("DDRC") and $1 million for each of the Wolstein Defendants and punitive
damages in an amount not less than $20 million for defendant DDRC and $5
million for each of the other Wolstein Defendants. Defendant Escaja has also
filed a counterclaim for alleged abuse of process. He sought $500,000 in
compensatory damages and $500,000 in punitive damages. On September 20, 1995,
the court granted the registrant, motion to dismiss the Wolstein's
counterclaims and Escaja's counterclaims. No further claims are pending
against the registrant from these Defendants. On the same date, the court
granted in part the registrant's motion to dismiss the Osborne counterclaims,
dismissing all the claims except those arising under Section 14(a) of the
Exchange Act, and the claims in defamation.
On October 5, 1995, the court issued an order upholding the
registrant's standing to bring its Exchange Act claims under Sections 13(d),
14(a), 14(d), 14(e) and 20(a) but dismissed the claims under Section 10(b) and
Act 10(b)-5 for lack of standing.
The registrant denies that any of the remaining counterclaims are
entitled to relief, and is vigorously defending against them. On August 9,
1995, the District Court denied the Wolstein Defendants' motion pertaining to
First Union's claim that the Wolstein Defendants are liable as controlling
persons for the securities law violations of their agent/employee defendant
Escaja, under Section 20 of the Exchange Act and common law principles of
agency. The District Court granted the motion for summary judgment, in part,
that the Wolstein Defendants cannot be bound by the registrant's Declaration of
Trust and had no obligation to make filings under the Exchange Act since there
was no evidence that the Wolstein Defendants ever owned any of the registrant's
shares. DDRC was dismissed from the lawsuit.
The registrant filed a motion for summary judgment in its favor on
certain of its claims against RMO and the Fund. RMO, the Fund and Escaja also
filed motions for summary judgment. On October 17, 1995, the District Court
granted RMO's motion for summary judgment regarding the Section 14(a) claims,
on the basis of mootness. All other portions of the motions for summary
judgment were denied.
On October 25, 1995, the registrant moved to dismiss the remaining
claims against the Wolstein Defendants without prejudice in order to avoid
piecemeal prosecution of its claims against them. However, on October 30, 1995
the court granted the motion to dismiss, but with prejudice. The Registrant
intends to appeal this ruling.
Trial is scheduled to begin January 3, 1996 on all the remaining claims
described above.
Item 2. Changes in Securities.
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None.
Item 3. Defaults Upon Senior Securities.
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None.
Item 4. Submission of Matters to a Vote of Security Holders.
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None.
Item 5. Other Information.
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None.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits:
--------
Exhibit (11) - Statements Re: Computation of Per Share
Earnings.
Exhibit (20) - Financial Statements (Unaudited)
- Combined Balance Sheets as of
September 30, 1995 and December
31, 1994
- Combined Statements of Income, for
the Three and Nine Months ended
September 30, 1995 and 1994
- Combined Statements of Changes in
Cash, for the Three and Nine Months
ended September 30, 1995 and 1994.
- Notes to Combined Financial Statements
Exhibit (27) - Financial Data Schedule
(b) Reports on Form 8-K:
-------------------
None.
4
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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.
First Union Real Estate Equity and
Mortgage Investments
----------------------------------
(Registrant)
Date: November 10, 1995 By: /s/ Gregory D. Bruhn
----------------------------------------
Gregory D. Bruhn, Executive Vice
President and Chief Financial
Officer
Date: November 10, 1995 By: /s/ John J. Dee
----------------------------------------
John J. Dee, Senior Vice
President-Controller (Principal
Accounting Officer)
5
<PAGE> 6
<TABLE>
Index to Exhibits
-----------------
<CAPTION>
Page
Number
------
<S> <C> <C>
Exhibit (11) - Statements Re: Computation of Per Share
Earnings .............................................. 7
Exhibit (20) - Financial Statements (unaudited)
Combined Balance Sheets as of September 30, 1995
and December 31, 1994.................................. 8
- Combined Statements of Income, for the Three
and Nine Months ended September 30, 1995 and 1994...... 9
- Combined Statements of Changes in Cash, for the
Three and Nine Months ended September 30, 1995 and 1994. 10
- Notes to Combined Financial Statements....................... 10
- Financial Data Schedule...................................... 11
</TABLE>
6
<PAGE> 1
<TABLE>
Exhibit 11
----------
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AND
-----------------------------------------------------------
FIRST UNION MANAGEMENT, INC.
----------------------------
Statements Re: Computation of Per Share Earnings
-------------------------------------------------
(In thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Shares Outstanding
For computation of primary net
income per share -
Weighted average 18,163 18,107 18,160 18,115
====== ====== ====== ======
For computation of fully diluted
net income per share -
Weighted average, without
regard to exercise of shares
under share option, restricted
stock or employee incentive
plans 18,110 18,104 18,100 18,109
Weighted average of outstanding
shares issued under restricted
stock plan 53 6 52 9
Weighted average of shares issued
under employee incentive plan --- --- 8
---
Weighted average of outstanding
shares repurchased --- (3) --- (3)
------ ------ ------ ------
Adjusted shares outstanding 18,163 18,107 18,160 18,115
====== ====== ======= ======
Net Income $ 520 $ 1,605 $32,550 $ 4,871
------- ------- ------- -------
Per Share - Primary and fully diluted:
Income after litigation and proxy
expenses(1) $ .03 $ .09 $ .15 $ .27
Capital gains(2) --- --- 1.64 ---
-------- ------- ------- -------
Net income $ .03 $ .09 $ 1.79 $ .27
======= ======= ======= =======
<FN>
(1) In the three and nine months ended September 30, 1995, the registrant
incurred professional fees of $320,000, or $0.02 per share, and $1,420,000, or
$.08 per share, respectively, in regard to litigation and a proxy contest with
a minority shareholder.
(2) In January 1995, the registrant sold its 50% interests in two shopping
malls resulting in a gain of approximately $29.9 million.
</TABLE>
7
<PAGE> 1
<TABLE>
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
Exhibit 20
----------
Combined Balance Sheets
<CAPTION>
Unaudited (In thousands, except shares) September 30, December 31,
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Investments in real estate
Land $ 53,489 $ 44,594
Buildings and improvements 415,686 391,800
----------- -----------
469,175 436,394
Less - Accumulated depreciation (112,662) (111,972)
---------- -----------
Total investments in real estate 356,513 324,422
Mortgage loans receivable 41,930 35,761
Other assets
Cash and cash equivalents 797 2,975
Accounts receivable 5,016 4,594
Deferred charges, net 4,873 3,488
Unamortized debt issue costs 4,688 4,949
------------ -----------
$ 413,817 $ 376,189
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgage loans $ 84,208 $ 90,796
Senior notes 105,000 105,000
Bank loans 58,550 42,500
Accounts payable and accrued liabilities 17,471 16,686
Deferred obligations 10,630 10,522
Deferred capital gains and other income 7,742 7,745
Shareholders' equity, including shares of
beneficial interest, $1 par, unlimited
authorization, outstanding 1995--
18,435,057; 1994--18,262,725 130,216 102,940
------------ -----------
$ 413,817 $ 376,189
============ ===========
</TABLE>
8
<PAGE> 2
<TABLE>
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
Combined Statements of Income
<CAPTION>
Unaudited (In thousands, except per share data) Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Rents $18,745 $17,968 $55,068 $53,010
Interest 1,126 1,358 3,726 3,965
------ ------ ------ -----
19,871 19,326 58,794 56,975
====== ====== ====== ======
Expenses
Property operating 6,845 6,435 19,402 19,176
Real estate taxes 2,216 2,011 6,344 5,945
Depreciation and amortization 3,402 3,011 9,700 8,760
Interest--Mortgage loans 1,922 1,809 5,836 5,356
--Senior notes 2,326 2,327 6,979 6,979
--Bank loans and other 1,408 1,223 3,810 3,362
General and administrative 912 905 2,623 2,526
------ ------ ------ ------
19,031 17,721 54,694 52,104
------ ------ ------ ------
Income from operations 840 1,605 4,100 4,871
Litigation and proxy expenses 320 1,420
------ ------ ----- ------
Income after litigation and proxy expenses
and before capital gains 520 1,605 2,680 4,871
Capital gains 29,870
-------- -------- ------- --------
Net income $ 520 $ 1,605 $32,550 $ 4,871
======= ======= ======= =======
Per share
Income from operations $ .05 $ .09 $ .23 $ .27
======= ======= ======= =======
Income after litigation and proxy expenses
and before capital gains $ .03 $ .09 $ .15 $ .27
Capital gains 1.64
------- ------ ------- ------
Net income $ .03 $ .09 $ 1.79 $ .27
======= ======= ======= =======
Dividends declared $ .10 $ .10 $ .30 $ .30
======= ======= ======= =======
Adjusted shares of beneficial interest 18,163 18,107 18,160 18,115
======= ======= ======= =======
</TABLE>
9
<PAGE> 3
<TABLE>
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
Combined Statements of Changes in Cash
<CAPTION>
Unaudited (In thousands) Three Months Nine Months
Ended September 30, Ended September 30,
------------------- --------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash provided by (used for) operations
Net income $ 520 $ 1,605 $32,550 $ 4,871
Adjustments to reconcile net income to net
cash provided by operations -
Depreciation and amortization 3,402 3,011 9,700 8,760
Capital gains (29,870)
Increase in deferred charges, net (386) (477) (1,595) (820)
Increase in deferred interest on
mortgage investments, net (103) (93) (289) (261)
Increase in deferred obligations 37 33 108 94
Net changes in other assets and liabilities 1,167 3,691 2,521 4,123
------- ------- ------- --------
Net cash provided by operations 4,637 7,770 13,125 16,767
-------- ------- ------- --------
Cash provided by (used for) investing
Principal received from mortgage investments 41 37 119 108
Proceeds from sale of properties 27,500
Investments in properties (9,423) (21,161) (50,610) (23,878)
-------- -------- -------- ---------
Net cash used for investing (9,382) (21,124) (22,991) (23,770)
-------- -------- -------- ---------
Cash provided by (used for) financing
Increase in short-term loans 7,480 16,050 4,600
Repayment of mortgage loans-Normal payments (919) (947) (2,764) (2,860)
-Balloon payments (2,225)
Issue of First Union shares 75
Dividends paid (1,843) (1,811) (5,497) (6,881)
Debt issue costs paid (128) 30 (166) (16)
Purchase of First Union securities (23) (57)
Other (6) (9) (10) (32)
-------- -------- -------- ---------
Net cash provided by (used for) financing 4,584 (2,760) 7,688 (7,471)
-------- -------- -------- ---------
Decrease in cash and cash equivalents (161) (16,114) (2,178) (14,474)
Cash and cash equivalents at beginning of period 958 40,163 2,975 38,523
-------- ------- -------- ---------
Cash and cash equivalents at end of period $ 797 $24,049 $ 797 $ 24,049
======== ======== ======== ========
</TABLE>
Notes to Combined Financial Statements
1. Income per share of beneficial interest has been computed based on
weighted average shares and share equivalents outstanding for the
applicable periods.
2. In January 1995, the registrant sold its 50% interests in two malls
located in Wilkes-Barre, Pennsylvania and Fairmount, West Virginia for
$29.5 million in cash ($2 million was received in 1994), a $6 million
mortgage note receivable and the assumption by the purchaser of $4.7
million in mortgage debt, resulting in a capital gain of approximately
$29.9 million.
3. The registrant incurred certain professional fees in regard to
litigation and a proxy contest with a minority shareholder.
10
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000037008
<NAME> FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
<MULTIPLIER> 1
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 797,000
<SECURITIES> 0
<RECEIVABLES> 5,016,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,577,000
<PP&E> 469,175,000
<DEPRECIATION> (112,662,000)
<TOTAL-ASSETS> 413,817,000
<CURRENT-LIABILITIES> 17,471,000
<BONDS> 247,758,000
<COMMON> 130,216,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 413,817,000
<SALES> 55,068,000
<TOTAL-REVENUES> 58,794,000
<CGS> 0
<TOTAL-COSTS> 25,746,000
<OTHER-EXPENSES> 12,323,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,625,000
<INCOME-PRETAX> 32,350,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,100,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,350,000
<EPS-PRIMARY> 1.79
<EPS-DILUTED> 1.79
</TABLE>
