<PAGE>
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, 1996
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to __________________
Commission File Number 1-9079
U.S. RESTAURANT PROPERTIES MASTER LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 41-1541631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5310 HARVEST HILL RD., STE. 270, LB 168, DALLAS, TEXAS 75230
(Address principal executive offices, including zip code)
214/387-1487
(Registrant's telephone number, including area code)
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
--- ---
Depository Units (representing Limited Partnership Interests) outstanding
at July 31, 1996: 6,819,003
Page 1 of 15
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U.S. RESTAURANT PROPERTIES MASTER LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
<TABLE>
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1996
(unaudited) and December 31, 1995................................. 3
Consolidated Statements of Income for the Three
months ended June 30, 1996 and 1995 (unaudited)................... 4
Consolidated Statements of Income for the Six months
ended June 30, 1996 and 1995 (unaudited).......................... 4
Consolidated Statement of Partners' Capital for the Six months
ended June 30, 1996 (unaudited)................................... 5
Consolidated Statements of Cash Flows for the Six months
ended June 30, 1996 and 1995 (unaudited).......................... 6
Notes to Consolidated Financial Statements (unaudited)............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................... 14
</TABLE>
Page 2 of 15
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED BALANCE SHEETS
($000'S)
June 30, December 31,
1996 1995
--------- ------------
(unaudited)
ASSETS
Cash and equivalents $ 14 $ 7
Receivables, net 1,239 951
Purchase deposits 109 1,792
Prepaid expenses 388 315
Notes receivable 3,798 269
Net investment in direct financing leases 18,144 19,371
Land 39,806 27,493
Buildings and leasehold improvements, net 61,070 6,257
Machines and equipment, net 2,911 224
Intangibles, net 14,489 14,804
-------- -------
$141,968 $71,483
-------- -------
-------- -------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 1,190 $ 677
Deferred gain on sale of property 590 0
Line of credit 35,065 10,931
Capitalized lease obligations 458 563
GENERAL PARTNER'S CAPITAL 1,212 1,241
LIMITED PARTNERS' CAPITAL 103,453 58,071
-------- -------
$141,968 $71,483
-------- -------
-------- -------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 3 of 15
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U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF INCOME
($000'S)
(unaudited)
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------------
1996 1995 1996 1995
------- ------- ------ ------
<S> <C> <C> <C> <C>
REVENUES FROM LEASED PROPERTIES:
Rental income $3,805 $1,925 $6,238 $3,465
Amortization of unearned income
on direct financing leases 504 570 1,026 1,152
------ ------ ------ ------
TOTAL REVENUES 4,309 2,495 7,264 4,617
EXPENSES:
Rent 486 348 897 685
Depreciation and amortization 841 349 1,375 685
Taxes, general, and administrative 481 382 851 752
Interest expense (income), net 639 8 957 (2)
------ ------ ------ ------
TOTAL EXPENSES 2,447 1,087 4,080 2,120
------ ------ ------ ------
Net income $1,862 $1,408 $3,184 $2,497
------ ------ ------ ------
------ ------ ------ ------
Net income allocable to unitholders $1,825 $1,379 $3,121 $2,448
------ ------ ------ ------
------ ------ ------ ------
Average number of outstanding units
(Primary) 5,512 4,635 5,209 4,635
------ ------ ------ ------
------ ------ ------ ------
Net income per unit $ .33 $ .30 $ .60 $ .53
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 4 of 15
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U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
($000'S)
(unaudited)
General Limited
Partner Partners Total
------- --------- --------
Balance at December 31, 1995 $1,241 $ 58,071 $ 59,312
Net Income 63 3,121 3,184
Units issued for cash 0 40,203 40,203
Units issued for property 0 6,596 6,596
Cash Distributions (92) (4,538) (4,630)
------ -------- --------
Balance at June 30, 1996 $1,212 $103,453 $104,665
------ -------- --------
------ -------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 5 of 15
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U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000'S)
(unaudited)
Six Months ended June 30,
-------------------------
1996 1995
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $3,184 $2,497
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 1,332 686
Amortization of deferred financing cost 42 0
Marketable securities 0 854
Increase in receivables, net (288) (308)
Increase in prepaid expenses (73) (24)
Reduction in net investment in direct
financing leases 1,227 910
Increase (decrease) in accounts payable 513 (67)
Decrease in deferred rental income (157) 0
Increase in deferred gain on sale 590 0
------- ------
3,186 2,051
------- ------
6,370 4,548
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property (59,543) (2,124)
Purchase of machines and equipment (2,716) (6)
Increase in notes receivable (3,529) 0
------- ------
(65,788) (2,130)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Increase in loan origination costs (178) 0
Reduction in capitalized lease obligations (104) (103)
Proceeds from line of credit 67,447 999
Repayments of line of credit (43,313) 0
Cash distributions (4,630) (3,972)
Purchase special general partner interest 0 (16)
Sale of limited partners' units 40,203 0
------- ------
59,425 (3,092)
------- ------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 7 (674)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 7 680
------- ------
CASH AND EQUIVALENTS AT END OF THE QUARTER $ 14 $ 6
------- ------
------- ------
SUPPLEMENTAL DISCLOSURE:
Interest paid during the quarter $ 505 $572
------- ------
------- ------
NON-CASH INVESTING ACTIVITIES:
Fair value of units issued for property $ 6,596 $ 0
------- ------
------- ------
Purchase deposits used (paid) $ 1,683 $ (60)
------- ------
------- ------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 6 of 15
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U.S. RESTAURANT PROPERTIES MASTER L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. INTERIM UNAUDITED FINANCIAL INFORMATION
* ORGANIZATION - U.S. Restaurant Properties Master L.P. (Partnership),
formerly Burger King Investors Master L.P., a Delaware limited partnership, was
formed on December 10, 1985. The Partnership, through its 99.01% limited
partnership interest in U.S. Restaurant Properties Operating L.P. (Operating
Partnership), also a Delaware Limited Partnership which was formerly Burger King
Operating Limited Partnership, acquired from Burger King Corporation (BKC) in
February 1986 an interest in 128 restaurant properties (Properties) owned or
leased by BKC and leased or subleased on a net lease basis to BKC franchisees.
(The Partnership is the sole limited partner of the Operating Partnership and
the Partnership and the Operating Partnership are referred to collectively as
the "Partnerships".) U.S. Restaurant Properties, Inc. is the managing general
partner of the Partnerships.
In 1996, the Partnership established certain other wholly owned operating
entities consisting of U.S. Restaurant Properties Business Trust I and
Restaurant Acquisition Corporation for business purposes. These entities are
included in the consolidated financial statements.
The Partnership may issue an unlimited number of units. The units outstanding
as of June 30, 1996 and 1995 totaled 6,787,003 and 4,635,000, respectively.
* ACCOUNTING POLICIES - A summary of accounting policies followed by the
Partnerships is included in the 1995 Annual Report. The Partnerships follow
such policies in the preparation of its interim reports.
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP); however, this is not the basis
for reporting taxable income to unitholders. The financial statements reflect
the consolidated accounts of the Partnership after elimination of all inter-
partnership transactions.
No federal and in most cases no state income taxes are reflected in the
consolidated financial statements because partnerships are not taxable entities.
The partners are responsible for reporting their allocable shares of taxable
income or loss in their individual income tax returns.
The accompanying consolidated financial statements have been prepared in
conformity with GAAP and should be read in conjunction with the Registrant's
annual report for the year ended December 31, 1995. The results of operations
for the six months ended June 30, 1996, are not necessarily indicative of the
results to be expected for the year ending December 31, 1996.
The consolidated balance sheet as of June 30, 1996 and the other consolidated
financial information for the six months ended June 30, 1996 and 1995, are
unaudited, but management of the Registrant believes that all adjustments
(consisting only of normal recurring accruals) necessary for a fair statement of
the Partnerships' consolidated financial position and results of operations for
the periods have been included therein.
Page 7 of 15
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* RELATED PARTY TRANSACTIONS - The managing general partner, U.S. Restaurant
Properties, Inc., is responsible for managing the business and affairs of the
Partnerships. The Partnerships pay the managing general partner a non-
accountable annual allowance (adjusted to reflect increases in the Consumer
Price Index and additions to the property portfolio), plus reimbursement of
out-of-pocket costs incurred by other parties for service rendered to the
Partnerships. The allowance for the quarter ended June 30, 1996 was $259,000
compared to $142,000 at June 30, 1995. The managing general partner also
receives a 1% finders fee on all acquisitions, which amounted to $522,000 for
the quarter ended June 30, 1996 compared to $8,000 in the quarter ended June 30,
1995.
A note receivable of $300,000 is due from Arkansas Restaurants #10 L.P. at June
30, 1996. The note receivable is due on September 30, 1996, and has an interest
rate of 9.0% per annum. As of June 30, 1996, the managing general partner of
the Partnership owned 90% of Arkansas Restaurants #10 L.P.
A note receivable of $2,654,000 is due from Southeast Fast-Food Partners, L.P.
The note receivable is due on July 1, 1999 and has an interest rate of 9.0% per
annum. The managing general partner of Southeast Fast-Food Partners, L.P.,
Bulldog Management Inc., is owned by officers of the managing general partner of
the Partnerships. On July 9, 1996 a payment of $1,513,000 was paid on the note
receivable balance.
On March 17, 1995 the limited partners authorized the grant to the managing
general partner of 10-year options to acquire up to 400,000 units. See Note 5,
Option Agreement.
2. PROPERTY PURCHASES - During the quarter ended June 30, 1996, the
Partnership completed the purchase of 102 properties. All 102 properties were
purchased for a cash price of $53,793,000. These properties include 37 Dairy
Queen restaurants, 29 Burger King restaurants, 25 Hardee's restaurants, nine
Pizza Hut restaurants, and two Schlotsky's restaurants. Allocation of the cost
of the properties purchased has been done on a preliminary basis and will be
finalized at year end.
In the normal course of business, the Partnership may sign purchase agreements
to acquire restaurant properties. Such agreements become binding obligations
upon the completion of a due diligence period ranging usually from 15 - 30 days.
On June 30, 1996, earnest money purchase deposits amounting to $107,000 was on
deposit for the purchase of three Schlotsky's restaurants, four Pizza Hut
restaurants, one Burger King restaurant, and one Carlos O'Kelly's restaurant for
an aggregate purchase price of approximately $4,900,000.
3. PROPERTY REMODELS - During the quarter ended June 30, 1996, five properties
received a remodel allowance of $25,000 or $30,000 upon the renewal of their
lease agreement. The allowance is a contribution to the tenants remodeling
costs. The remodel allowance has been capitalized and is being amortized over
the life of the related assets or the life of the lease, whichever is shorter.
4. REVOLVING CREDIT FACILITY - The revolving credit facility with Comerica
Bank-Texas is $40,000,000 and was co-written by Compass Bank-Dallas. This
revolving credit facility terminates on June 27, 1998. The interest rate is the
lower of LIBOR plus 180 basis points or the prime rate which was 8.25% on June
30, 1996. There is an unused line of credit fee of .25% per
Page 8 of 15
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annum on the average daily excess of the commitment amount over the aggregate
unpaid balance of the revolving loan which is charged and is payable on a
quarterly basis. The revolving credit facility is secured by a substantial
number of the Partnership's assets. In addition to various reporting
requirements mandated under the secured loan agreement, the Partnership must
also maintain a tangible net worth in excess of $40,500,000; a debt to
tangible net worth ratio of not more than 1.0 to 1.0 and cash flow coverage
ratios of not less than (a) 1.2 to 1.0 based upon a Pro Forma Five Year Bank
Debt Amortization and (b) 2.75 to 1.0 based upon a Pro Forma Twenty Year Bank
Debt Amortization schedule.
A revolving credit facility of $20,000,000 was established with Morgan Keegan
Mortgage Company Inc. on April 29, 1996. This revolving credit facility
terminates on the earlier of November 30, 1996 or the day after the Partnership
obtains one or more committed credit facilities of not less than $60,000,000.
The interest rate is LIBOR plus 300 basis points. The revolving credit facility
is secured by approximately 63 properties.
5. OPTION AGREEMENT - In accordance with Section 5.05(a) of the Second Amended
and Restated Agreement of the Limited Partnership, the Partnership granted to
the Managing General Partner options (the "Options") to purchase 400,000 units
at an exercise price of $15.50 per unit. On the grant date, March 17,1995, the
Partnership units closed at $15.00 per unit. The Options are fully vested and
exercisable, and will expire on March 24, 2006. The Options may be exercised in
full or in part at any time during the 10 year period and any unexercised
portion remains exercisable until the expiration date. Upon exercise of the
options, the option price will be accounted for as a contribution of capital.
The effect of the Options issued and outstanding is dilutive. For the three and
six month periods ended June 30, 1996, the dilutive amount is immaterial.
6. SECONDARY OFFERING - On June 12, 1996, the Partnership offered and sold
1,800,000 units to the public for $22.68 per share net of underwriting discount.
The total principal amount of $40,824,000 was further reduced by $621,000 for
expenses directly related to the secondary offering. Therefore, the net cash
proceeds to the Partnership equaled $40,203,000.
Page 9 of 15
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7. VALUATION / ALLOWANCE ACCOUNTS - Certain balance sheet captions appearing
in the Consolidated Balance Sheets for the Second Quarter of 1996 are comprised
as follows:
June 30, December 31,
1996 1995
(000's) (000's)
--------- ---------
Receivables, net:
Other receivables $ 1,356 $ 1,068
Less allowance for doubtful accounts 117 117
--------- ---------
$ 1,239 $ 951
--------- ---------
--------- ---------
Machines and equipment, net:
Machines and equipment $ 2,948 $ 7
Less accumulated depreciation 37 1
--------- ---------
$ 2,911 $ 6
--------- ---------
--------- ---------
Buildings, net:
Buildings and leasehold improvements $ 64,391 $ 8,882
Less accumulated depreciation 3,321 2,625
--------- ---------
$ 61,070 $ 6,257
--------- ---------
--------- ---------
Intangibles, net:
Intangibles $ 28,645 $ 28,178
Less accumulated amortization 14,156 13,374
--------- ---------
$ 14,489 $ 14,804
--------- ---------
--------- ---------
8. REPURCHASE OF PARTNERSHIP UNITS - In July 1995, the Partnership announced
its intention to repurchase up to 300,000 units. Through June 30, 1996, the
Partnership purchased 30,000 units. No further repurchases have been made or
are contemplated.
9. SALE OF PROPERTY - On May 1, 1996, a restaurant property located in
Wenatchee, WA was sold for $825,000 at a gain of $591,000. The sales price
consisted of $82,500 in cash plus a $742,500 note receivable. The note
receivable is due on November 1, 1998 and interest is payable monthly. The gain
on sale has been deferred and is being accounted for under the cost recovery
method.
10. SUBSEQUENT EVENTS - On July 31, 1996 a Carlos O'Kelly's property was
purchased for $1,400,000 and two Pizza Hut properties were purchased for 32,000
partnership units. All purchase prices are exclusive of the 1% paid to the
managing general partner and other closing costs.
Page 10 of 15
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11. PRO FORMA (UNAUDITED) - Since January 1, 1995, the Partnership acquired
142 properties. The pro forma revenues, net income, and net income per unit
assuming these properties were purchased as of January 1, 1996 and 1995,
respectively, is as follows.
The pro forma information was prepared by adjusting the actual consolidated
results of the Partnership for the six month period ended June 30, 1996 and 1995
and for the effects of the 1996 and 1995 acquisitions as if all acquisitions and
related financing transactions occurred on January 1, 1996 and 1995,
respectively.
These pro forma operating results are not necessarily indicative of what the
actual results of operations of the Partnership would have been assuming all of
the properties were acquired as of January 1, 1996 and 1995, respectively, and
do not purport to represent the results of operations for future periods.
SIX MONTHS ENDED JUNE 30,
-------------------------
1996 1995
----------- -----------
REVENUES FROM LEASED PROPERTIES:
Rental income $ 9,738 $ 9,321
Amortization of unearned income on
direct financing leases 1,026 1,152
------- -------
Total revenues 10,764 10,473
EXPENSES:
Rent 1,107 1,069
Depreciation and amortization 2,411 2,374
Taxes, general and administrative 1,079 1,243
Interest expense (income), net 1,291 1,384
------- -------
Total expenses 5,888 6,070
------- -------
Net income $ 4,876 $ 4,403
------- -------
------- -------
Net income allocable to unitholders $ 4,479 $ 4,316
------- -------
------- -------
Average number of outstanding units
(Primary) 6,936 6,966
------- -------
------- -------
Net income per unit $ 0.65 $ 0.62
------- -------
------- -------
Page 11 of 15
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
REVENUES: For the quarter ended June 30,1996 rental revenues increased 72% over
those for the quarter ended June 30, 1995. Such revenues for the six months
ended June 30, 1996 were also up 57% over the six months ended June 30, 1995.
The increase was primarily due to an increase in the number of the Partnership's
restaurant properties and same store sales growth. Since June 30, 1995 the
Partnership has purchased 141 restaurant properties. Comparable store sales
growth was 2% for the quarter ended June 30, 1996. ("Comparable store sales
growth" is the increase in sales at those restaurants open for the entire
reporting period in both the current and prior year.) Management believes the
growth reflects improvements in the overall performance of the Burger King
system, and efforts with selected tenants to improve their restaurant's sales.
The table below compares revenue from leased properties (GAAP) to gross rental
receipts.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
(000'S) (000'S)
(UNAUDITED) (UNAUDITED)
--------------------------- -------------------------
1996 1995 1996 1995
------------------------------------------------------------------------------
Gross rental receipts $4,659 $2,960 $8,110 $5,531
------------------------------------------------------------------------------
Revenue from leased
properties (GAAP) $4,309 $2,495 $7,264 $4,618
------------------------------------------------------------------------------
------------------------------------------------------------------------------
TAXES, GENERAL AND ADMINISTRATIVE EXPENSES: Expenses for the quarter ended June
30, 1996 increased $99,000 from the same quarter in 1995. Expenses for the
quarter ended June 30, 1996 were $481,000 compared to $382,000 in 1995. An
increase in the management fee of $117,000 and expenses that directly correspond
to the active growth of the Partnership were the primary reason for increased
general and administrative expenses for the quarter ended June 30, 1996. For
the six months ended June 30, 1996, general and administrative expenses
increased $98,000 from the six months ended June 30, 1995. Again, this increase
was due to the active growth of the Partnership for the six months ended
June 30, 1996.
DEPRECIATION AND AMORTIZATION EXPENSES: Expenses for the quarter ended June 30,
1996 increased $492,000 from the same quarter in 1995. Depreciation and
amortization expenses were $841,000 compared to $349,000 in 1995. This 129%
increase directly correlates to the property acquisitions. For the six months
ended June 30, 1996, depreciation and amortization expenses increased $690,000
from the six months ended June 30, 1995.
GROUND LEASE AND INTEREST EXPENSES: Ground lease expense increased $138,000 for
the quarter ended June 30, 1996 from the same quarter in 1995 and increased
$212,000 for the six months ended June 30, 1996 over the six months ended June
30, 1995. Interest expense increased $665,000 to $678,000 for the quarter ended
June 30, 1996 and increased $972,000 to $1,012,000
Page 12 of 15
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for the six months ended June 30, 1996. Both the ground lease increase of
40% and the interest expense increase relate to the property acquisitions.
LIQUIDITY: For the six months ended June 30, 1996 cash flows from operating
activities equaled $6,370,000, the Partnership's net borrowings under its line
of credit amounted to $24,134,000, and the Partnership received $40,202,000 from
the sale of limited partnership units. These cash proceeds were used primarily
to fund distributions of $4,630,000; pay the $59,543,000 as the cash portion of
the purchase price of 102 properties acquired for the quarter ended June 30,
1996; and make purchase deposits of $107,000. At this time the Partnership has
adequate liquidity for operations as well as to fund additional property
purchases.
On June 30, 1996 the balance available on the Comerica Bank-Texas $40,000,000
credit line facility equaled $17,184,000.
Page 13 of 15
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule
a) There was one report on Form 8-K filed during the quarter.
b) 10.1 Amended and Restated Secured Loan Agreement dated as of
February 15, 1996 between the Registrant and various banks, filed
as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference.
Page 14 of 15
<PAGE>
SIGNATURE
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.
U.S. RESTAURANT PROPERTIES MASTER L.P.
By U.S. RESTAURANT PROPERTIES, INC.
Managing General Partner
Dated: August 8, 1996 By /s/ Fred H. Margolin
____________________ ________________________________
Fred H. Margolin
Chairman
Page 15 of 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 14,216
<SECURITIES> 0
<RECEIVABLES> 1,356,221
<ALLOWANCES> 116,891
<INVENTORY> 0
<CURRENT-ASSETS> 1,750,043
<PP&E> 67,338,279
<DEPRECIATION> 3,358,000
<TOTAL-ASSETS> 141,968,057
<CURRENT-LIABILITIES> 1,189,687
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 141,968,057
<SALES> 0
<TOTAL-REVENUES> 7,264,173
<CGS> 0
<TOTAL-COSTS> 897,482
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,011,747
<INCOME-PRETAX> 3,195,185
<INCOME-TAX> 11,079
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,184,106
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
