<PAGE> PAGE 1 OF 16
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended September 30, 1995 Commission File Numbers 2-93624,
33-3928,33-20161,33-24149
33-48368 and 33-76642
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
_____________________________________
Texas 74-2337351
________________________________ ______________________________
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
4800 Fredericksburg Road, San Antonio, Texas 78229
______________________________________________________________________
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(210) 349-1111
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 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 November 09, 1995
_________________________________ _______________________________
Common Stock, $1.00 par value 10,000 shares
<PAGE> PAGE 2 OF 16
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
INDEX TO FORM 10-Q
Quarter Ended September 30, 1995
Part I. Financial Information
______________________
Item 1. Financial Statements
Balance Sheets (Unaudited)
September 30, 1995 and
December 31, 1994 4 of 16
Statements of Operations (Unaudited)
Three and Nine months ended
September 30, 1995 and 1994 5 of 16
Statements of Cash Flows (Unaudited)
Three and Nine months ended
September 30, 1995 and 1994 6 of 16
Notes to Unaudited Financial Statements 7 of 16
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operation 12 of 16
Part 11. Other Information
Item 6. Exhibits and Reports on Form 8-K 15 of 16
<PAGE> PAGE 3 OF 16
Item 1. Financial Statements
See next page.
<PAGE>PAGE 4 OF 16
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
BALANCE SHEETS
(UNAUDITED)
September 30 December 31,
1995 1994
_______________________________
<S> <C> <C>
ASSETS
Cash $ 71,974 $ 51,523
Accrued interest receivable 2,732,642 3,070,393
Underwriting fees and bond
issuance expenses 16,694,622 19,150,592
Requisite funds on deposits 358,570 231,610
Notes Receivable from affiliates 200,232 -
Investment in GNMA securities 452,625,548 498,469,560
Fair value adjustment 13,760,456 (24,491,230)
Less: unamortized discount (18,377,682) (20,620,262)
_____________ ______________
448,008,322 453,358,068
Deferred tax asset - 804,276
_____________ ______________
$468,066,362 $476,666,462
============= =============
LIABILITIES
Accounts payable 30,000 $ 77,243
Accrued interest 2,689,699 2,849,728
Notes payable to affiliates - 493,698
Bonds payable 446,986,000 491,864,000
Deferred tax liability 4,283,305 -
_____________ ____________
453,989,004 495,284,669
STOCKHOLDER'S EQUITY (DEFICIT):
Common Stock, $1.00 par value,
10,000 shares authorized,
issued and outstanding 10,000 10,000
Contributed capital 1,957,390 1,982,062
Unrealized gains (losses) on
available-for-sale securities
net of tax 9,081,901 (24,491,230)
Retained earnings 3,028,067 3,880,961
_____________ _____________
14,077,358 (18,618,207)
______________ _____________
$ 468,066,362 $ 476,666,462
============== ============
</TABLE>
<PAGE> PAGE 5 OF 16
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
____________________________________________________
<S> <C> <C> <C> <C>
INCOME
Interest Income $ 8,575,887 $8,204,145 $27,121,784 $22,362,942
Amortization of discount 473,564 346,966 1,141,951 1,692,039
Gain on sales of GNMA securities 1,510,301 1,156,369 4,373,486 1,344,973
_____________________________________________________
10,559,752 9,707,480 32,637,221 25,399,954
EXPENSE
Interest expense 8,421,124 8,094,385 26,745,767 22,116,823
Amortization of underwriting fees
and bond issuance expenses 1,582,938 864,413 3,994,945 2,559,386
General and administrative 45,985 190,882 365,049 510,205
______________________________________________________
10,050,047 9,149,680 31,105,761 25,186,414
______________________________________________________
Income before taxes 509,705 557,800 1,531,460 213,540
Income tax expense 103,980 84,806 384,354 53,378
______________________________________________________
Net Income $ 405,725 $ 472,994 $ 1,147,106 $ 160,162
======================================================
</TABLE>
<PAGE> PAGE 6 OF 16
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30
1995 1994
_________________________
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (loss) $ 1,147,106 $ 160,162
Adjustments to reconcile net income (loss)
to net cash provided by used in operating
activities:
Income tax expense 384,354 53,378
Amortization of discount (1,141,951) (1,692,039)
Amortization of underwriting fees and bond
issuance expense 3,994,945 2,559,386
(Gain)on sale of GNMA securities (4,373,486) (1,344,973)
Changes in operating assets and liabilities:
Accrued interest receivable 337,751 (558,413)
Accounts payable (47,243) 87,263
Accrued interest payable (160,029) 542,591
____________ ___________
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 141,447 (192,645)
INVESTING ACTIVITIES
Advances and notes with affiliate (693,931) 827,862
Principal payments received on GNMA securities 21,356,398 43,488,887
Purchase of GNMA securities (56,859,571) (162,932,698)
Proceeds from sale of GNMA securities 84,620,043 20,127,415
____________ ____________
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 48,422,939 (98,488,534)
FINANCING ACTIVITIES
Decrease(increase)in requisite funds on deposit (126,960) 178,361
Increase in underwriting fees and bond
issuance expenses (1,538,975) (6,100,104)
Proceeds from sales of bonds 38,225,000 162,750,000
Redemption of bonds payable (83,103,000) (58,623,000)
Dividends paid (2,000,000) -
_____________ ____________
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (48,543,935) 98,205,257
INCREASE (DECREASE)IN CASH 20,451 (475,922)
Cash at beginning of year 51,523 703,349
____________ ___________
CASH AT SEPTEMBER 30, 1995 $ 71,974 $ 227,427
============ ===========
</TABLE>
<PAGE> PAGE 7 OF 16
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
September 30, 1995 and 1994
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September
30, 1995 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1995. For further information
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 1994.
2. Bonds Payable
The Company has filed six shelf registrations authorizing a total
issuance of $1,600,000,000 in long-term bonds. The long-term bonds
payable of the Company are issued in series as follows:
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity Dec. 31, Sept.30,
Series Issued at Issue Date Date 1994 1995
______ ______ ____________ ________ ________ __________ __________
<S> <C> <C> <C> <C> <C> <C>
1985A 02/27/85 $ 11,559,000 11.500% 03/28/2015 $ - $ -
1985B 03/28/85 10,337,000 12.000% 04/28/2015 - -
1985C 04/24/85 10,343,000 11.850% 12/28/2015 - -
1985D 05/20/85 13,714,000 11.450% 07/28/2016 - -
1985E 06/26/85 12,784,000 10.750% 08/28/2016 - -
1985F 07/25/85 10,004,000 10.625% 09/28/2016 - -
1985G 08/28/85 9,223,000 10.750% 10/28/2016 - -
1985H 09/26/85 9,106,000 10.500% 11/28/2016 - -
</TABLE>
<PAGE> PAGE 8 OF 16
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
September 30, 1995 and 1994
2. Bonds Payable continued
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity Dec. 31, Sept.30,
Series Issued at Issue Date Date 1994 1995
______ ______ ________ ________ _________ ______________________
<S> <C> <C> <C> <C> <C> <C>
1985I 10/24/85 11,753,000 10.875% 12/28/2016 - -
1985J 11/26/85 8,720,000 10.400% 01/28/2017 - -
1985K 12/26/85 8,923,000 10.250% 02/28/2017 - -
1986A 01/28/86 9,380,000 9.750% 03/28/2017 - -
1986B 02/27/86 19,512,000 9.750% 04/28/2017
1986C 03/26/86 9,204,000 9.375% 05/28/2017 - -
1986D 04/23/86 9,989,000 8.500% 06/28/2017 - -
1986E 06/26/86 10,650,000 9.250% 08/28/2017 - -
1986F 07/24/86 20,600,000 9.000% 09/28/2017 - -
1986G 08/28/86 20,990,000 9.000% 10/28/2017 - -
1986H 09/25/86 14,153,000 8.625% 11/28/2017 - -
1986I 11/25/86 10,002,000 8.625% 01/28/2018 - -
1986J 12/30/86 9,390,000 8.250% 02/28/2018 - -
1987A 07/30/87 17,500,000 9.000% 09/28/2018 - -
1987B 08/27/87 18,000,000 9.000% 10/28/2018 - -
1987C 09/30/87 10,000,000 9.500% 11/28/2018 - -
1987D 10/29/87 15,000,000 9.750% 12/31/2018 - -
1987E 11/25/87 16,000,000 10.000% 01/31/2019 - -
1987F 11/25/87 16,655,000 9.500% 01/31/2019 - -
1988A 01/27/88 15,000,000 9.500% 03/31/2019 - -
1988B 02/25/88 13,925,000 9.000% 04/30/2019 - -
1988C 02/25/88 10,000,000 8.500% 04/30/2019 - -
1988D 03/30/88 14,950,000 8.750% 05/31/2019 - -
1988E 05/26/88 18,000,000 9.125% 07/31/2019 - -
1988F 06/23/88 33,000,000 9.375% 08/31/2019 - -
1988G 06/23/88 14,000,000 9.450% 08/31/2019 - -
1988H 07/28/88 15,000,000 9.125% 09/30/2019 - -
1988I 08/25/88 25,000,000 9.375% 10/31/2019 - -
</TABLE>
<PAGE> PAGE 9 OF 16
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
September 30, 1995 and 1994
2. Bonds Payable continued
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity Dec. 31, Sept.30,
Series Issued at Issue Date Date 1994 1995
______ ______ __________ ________ __________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
1988J 08/25/88 22,000,000 9.200% 10/31/2019 - -
1988K 09/29/88 17,000,000 9.150% 11/30/2019 - -
1988L 10/27/88 20,000,000 9.100% 12/31/2019 - -
1988M 11/23/88 30,000,000 9.000% 01/31/2020 - -
1989A 01/25/89 22,000,000 9.500% 03/31/2020 - -
1989B 01/25/89 17,000,000 9.600% 03/31/2020 - -
1990A 05/24/90 5,000,000 9.500% 05/31/2021 - -
1990B 08/30/90 15,150,000 9.000% 08/31/2021 - -
1990C 09/27/90 10,000,000 9.100% 09/30/2021 - -
1990D 09/27/90 10,000,000 9.000% 09/30/2021 - -
1990E 10/25/90 10,000,000 9.150% 10/31/2021 - -
1990F 10/25/90 14,500,000 9.050% 10/31/2021 - -
1990G 11/21/90 15,000,000 9.000% 11/30/2021 5,466,000 -
1990H 12/27/90 8,000,000 8.500% 12/31/2021 3,479,000 -
1991A 02/21/91 9,000,000 8.100% 02/28/2022 6,103,000 -
1991B 03/28/91 5,000,000 8.100% 03/31/2022 3,796,000 -
1991C 04/25/91 6,000,000 8.150% 04/30/2022 4,903,000 -
1991D 05/30/91 12,650,000 8.150% 05/31/2022 3,885,000 -
1991E 06/27/91 28,500,000 8.500% 06/30/2022 16,354,000 -
1991F 07/25/91 18,000,000 8.450% 07/31/2022 9,101,000 -
1991G 08/29/91 18,000,000 8.000% 08/31/2022 12,653,000 -
1991H 09/26/91 14,000,000 7.875% 09/30/2022 9,180,000 8,616,000
1991I 11/27/91 13,000,000 7.500% 11/30/2022 9,928,000 9,175,000
1991J 12/23/91 7,000,000 7.500% 12/31/2022 4,655,000 4,407,000
1992A 03/26/92 21,000,000 7.250% 03/31/2023 16,159,000 15,262,000
1992B 04/23/92 6,500,000 7.400% 04/30/2023 5,464,000 4,957,000
1992C 05/28/92 17,500,000 7.600% 05/31/2023 13,614,000 12,548,000
1992D 06/25/92 24,000,000 7.400% 06/30/2023 19,625,000 18,629,000
</TABLE>
<PAGE> PAGE 10 OF 16
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
September 30, 1995 and 1994
2. Bonds Payable continued
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity Dec. 31, Sept.30,
Series Issued at Issue Date Date 1994 1995
______ ______ __________ ________ __________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
1992E 07/30/92 19,000,000 7.150% 07/31/2023 13,256,000 12,427,000
1992F 08/27/92 8,000,000 6.600% 08/31/2023 5,467,000 5,327,000
1992G 11/25/92 47,250,000 7.000% 11/30/2023 42,938,000 41,164,000
1992H 12/23/92 23,600,000 7.100% 12/31/2023 21,889,000 20,990,000
1992I 12/23/92 14,300,000 7.050% 12/31/2023 12,692,000 12,087,000
1993A 01/28/93 24,000,000 7.000% 01/31/2024 22,791,000 21,392,000
1993B 12/22/93 21,000,000 6.000% 12/31/2024 20,765,000 20,579,000
1994A 01/27/94 15,000,000 6.000% 01/31/2025 14,847,000 14,714,000
1994B 02/24/94 13,000,000 6.000% 02/28/2025 12,879,000 12,764,000
1994C 03/24/94 10,000,000 6.500% 03/31/2025 9,925,000 9,845,000
1994D 05/26/94 19,500,000 7.400% 05/31/2025 19,128,000 18,453,000
1994E 05/26/94 13,950.000 7.500% 05/31/2025 13,823,000 13,360,000
1994F 06/23/94 16,000,000 7.300% 06/30/2025 15,913,000 15,275,000
1994G 07/28/94 16,500,000 7.125% 07/31/2025 16,387,000 15,993,000
1994H 07/28/94 24,150,000 7.500% 07/31/2025 24,050,000 23,726,000
1994I 08/25/94 16,050,000 7.500% 08/31/2025 15,855,000 15,316,000
1994J 09/29/94 18,600,000 7.500% 09/30/2025 18,403,000 17,773,000
1994K 11/23/94 15,000,000 8.000% 11/30/2025 14,991,000 14,416,000
1994L 12/28/94 15,000,000 8.100% 12/31/2025 15,000,000 14,463,000
1994M 12/28/94 16,500,000 8.000% 12/31/2025 16,500,000 15,724,000
1995A 02/23/95 8,000,000 8.000% 02/28/2026 - 7,851,000
1995B 03/30/95 21,000,000 7.500% 03/31/2026 - 20,612,000
1995C 05/25/95 9,225,000 7.100% 05/31/2026 - 9,141,000
____________ ___________ __________
1,313,566,000 491,864,000 446,986,000
============= =========== ===========
</TABLE>
<PAGE> PAGE 11 OF 16
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
September 30, 1995 and 1994
2. Bonds payable continued
The remaining bonds may be redeemed at the option of the Company, in
whole or in part, at any time after the fourth anniversary of their
issuance. To ensure sufficient funds to meet debt service requirements,
the Indenture provides for redemption if the payments to be made on the
GNMA securities will be less than the debt service requirements. The
amounts of bonds to be redeemed are dependent on a number of factors such
as: 1) prepayments on the GNMA securities, 2) interest earned on
requisite funds, 3) deposit or substitution of collateral in lieu of bond
redemption , and 4) requests for redemption by bondholders. In all
redemptions described above, the redemption price will be 100% of the
principal amount of the bonds to be redeemed plus interest accrued to the
date of redemption.
3. Dividend to Parent
On September 27, 1995 Ray Ellison Mortgage Acceptance Corp.paid a cash
divident of two million ($2,000,000) dollars to it's parent, Ray Ellison
Mortgage Investment Corp.
<PAGE> PAGE 12 OF 16
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Quarter and Nine months ended September 30, 1995
As of September 30, 1995, the Company has completed the issuance
of eighty-seven Series of its GNMA-Collateralized Bonds (Bonds). Each
Series of Bonds has been assigned a bond rating of AAA by Standard &
Poors Ratings Groups. Proceeds from the sale of each Series of
Bonds have been used by the Company to purchase GNMA (Government
National Mortgage Association) securities from affiliated companies.
The GNMA securities purchased are pledged as collateral for one or
more Series of the Company's Bonds.
From time to time, the Company has substituted or deposited
additional GNMA securities to below-market Bond Series in accordance
with the Indentures under which the Bonds are issued. Management
anticipates that such substitution or deposit of additional GNMA
securities in these Bond Series will defer redemptions in the Bond
series affected.
Additionally, from time to time the Company has substituted or
withdrawn GNMA securities securing above-market Bond Series to the
extent permitted by the Indentures. Management anticipates that such
substitutions or withdrawals of GNMA securities will accelerate
redemptions in the Bond Series affected.
As of September 30, 1995 the Company has exercised its option to
redeem 57 Series of Its GNMA-Collateralized Bonds (Series 1985A through
1991G). These calls produced significant gains for the Company. The
Company has exercised its option to redeem GNMA-Collateralized Bonds
Series whenever the Series were callable and the interest rate on the
series was above the current market interest rate. Management
anticipates calling any above-market interest rate Bond Series at the
earliest date permitted under the respective prospectus supplement for
such Bonds Series.
The Company anticipates that receipts from the GNMA securities
securing each outstanding series of Bonds together with reinvestment
income thereon and funds available in any reserve funds which may be
established for such series, will be adequate to meet the Company's
cash flow requirements to pay administrative expenses and the principal
<PAGE> PAGE 13 OF 16
of and interest on each series of Bonds as they become due. The
Company does not have, nor does management expect that the Company will
have, any significant source of cash flow other that capital
contributions from its parent and/or advances from its affiliates and
receipts on collateral securing Bonds which have been or may be issued
by the Company.
Because each series of outstanding Bonds is secured by GNMA
securities paying interest and principal at specified rates backed by
existing pools of mortgage loans, and because payment on outstanding
Bonds issued by the Company are at fixed interest rates, management
does not expect that changes in economic factors will significantly
affect the Company's ability to meet its obligations as they come due.
In May 1993 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", effective for
fiscal years beginning after December 15, 1993. The Company adopted
the provisions of the new standard for investments held as of or
acquired after January 1, 1994. Under the new rules, debt securities
that the Company does not have the positive intent and ability to hold
to maturity are carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a
separate component of shareholders' equity.
All GNMA securities are classified as available-for-sale as of
January 1, 1994. Accordingly, GNMA securities are reflected on the
accompanying balance sheet at fair value, with the unrealized gains and
losses, net of tax reported in a separate category of shareholders'
equity. In accordance with FAS 115, prior period financial statements
have not been restated to reflect the change in accounting principal.
The opening balance of stockholders' equity on January 1, 1994 was
increased $14,500,000 (net of tax), representing the recognition of
unrealized appreciation for the Company's investment in GNMA's
determined to be available-for-sale, which were previously carried at
amortized cost. At December 31, 1994, application of FAS 115 resulted
in a reduction of stockholders' equity of $24,491,230. At September
30, 1995, application of FAS 115 resulted in an increase of 9,081,901.
The Company wishes to emphasize that due to the nature of its
business, the GNMA securities carried as available-for-sale
collateralize GNMA-collateralized bonds, and the securities are not
salable before the bonds are callable, at some future date. In
addition, the market value of GNMA securities fluctuates
<PAGE> PAGE 14 OF 16
significantly as interest rates change; therefore, the market values
of the GNMA securities as of the future redemption dates may vary
significantly from the current date, and the realization of the
unrealized gains is not assured. When market is such that the value
of GNMA securities is less than amortized cost, the Company has the
expectation that they would be held to maturity as collateral for the
related GNMA-collateralized Bonds, or until the market value increases,
whichever is sooner, and the Company would not realized any unrealized
losses. Thus, no tax benefit is recognized for unrealized losses for
the Company's investment in GNMA's. The Company does recognize deferred
tax liability for unrealized gains for the Company's investment in
GNMA's.
<PAGE> PAGE 15 OF 16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8K
(a) Report on Form 8K for item 5- See Report dated
September 26, 1995 for $2,000,000 dividend to parent
<PAGE> PAGE 16 OF 16
Signatures:
Pursuant to the requirements of the Securities and
Exchange act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
(Registrant)
/s/ Locksley Simmons
____________________________________
Locksley Simmons
Vice President and Chief Financial Officer
DATE: November 13, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND THE STATEMENT OF OPERATIONS FILED AS PART OF THE
QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<CIK> 0000754591
<NAME> RAY ELLISON MORTGAGE ACCEPTANCE CORP.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 71,974
<SECURITIES> 448,008,322
<RECEIVABLES> 200,232
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,004,848
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 468,066,362
<CURRENT-LIABILITIES> 2,719,699
<BONDS> 446,986,000
<COMMON> 10,000
0
0
<OTHER-SE> 14,067,358
<TOTAL-LIABILITY-AND-EQUITY> 468,066,362
<SALES> 0
<TOTAL-REVENUES> 32,637,221
<CGS> 0
<TOTAL-COSTS> 31,105,761
<OTHER-EXPENSES> 365,049
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,745,767
<INCOME-PRETAX> 1,531,460
<INCOME-TAX> 384,354
<INCOME-CONTINUING> 1,147,106
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,147,106
<EPS-PRIMARY> 114.71
<EPS-DILUTED> 114.71
</TABLE>
