<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 1-9663
-------------
Mid-America Realty Investments, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 47-0700007
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11506 Nicholas Street, Suite 100, Omaha, NE 68154
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (402) 496-3300
-------------------
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 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
---
At April 30, 1996, the registrant had 8,281,603 shares of common stock
outstanding.
1
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
FORM 10-Q
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
at March 31, 1996 and December 31, 1995. 3
Consolidated Statements of Operations
for the Three Months Ended March 31,
1996 and 1995. 4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31,
1996 and 1995. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 9
Part II. Other Information 13
Signature Page 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS March 31, 1996 December 31, 1995
----------------- ------------------
<S> <C> <C>
Cash $ ---- $ ----
Accounts receivable, net of allowance
of $199,700 and $175,000 1,711 1,497
Notes receivable, net of allowance of
$160,000 735 742
Property:
Land and land improvements 37,537 37,567
Buildings 114,139 113,602
Equipment and fixtures 559 559
Construction-in-progress ---- 287
-------------- --------------
152,235 152,015
Less: Accumulated depreciation (25,400) (24,250)
-------------- --------------
126,835 127,765
Investment in Mid-America Bethal
Limited Partnership 15,498 15,597
Intangible assets, less accumulated
amortization of $3,067,000 and $2,948,000 1,935 2,042
Other assets 2,936 2,696
-------------- --------------
$ 149,650 $ 150,339
-------------- --------------
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable $ 65,836 $ 65,592
Accrued liabilities 1,551 1,831
-------------- --------------
Total Liabilities 67,387 67,423
Commitments and Contingencies
Shareholders' Equity:
Common stock, $.01 par value; authorized
25,000,000 shares; issued and outstanding
8,281,007 and 8,280,524 shares 83 83
Capital in excess of par value 119,685 119,682
Distributions in excess of net income (37,505) (36,849)
-------------- --------------
Total Shareholders' Equity 82,263 82,916
-------------- --------------
$ 149,650 $ 150,339
-------------- --------------
-------------- --------------
</TABLE>
3
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Rental income $ 4,294 $ 4,130
Reimbursement income 1,305 1,247
Property management income 44 53
Other income 250 163
----------- -----------
Total Revenues 5,893 5,593
EXPENSES:
Real estate taxes 756 703
Other property costs 828 858
Interest expense 1,455 1,449
Administrative expenses 403 474
Property management expenses 255 237
Depreciation and amortization 1,281 1,225
----------- -----------
Total Expenses 4,978 4,946
----------- -----------
Income Before Equity in
Earnings of Mid-America Bethal
Limited Partnership 915 647
Equity in Earnings of Mid-America Bethal
Limited Partnership 251 242
----------- -----------
NET INCOME $ 1,166 $ 889
----------- -----------
----------- -----------
Weighted Average Shares
Outstanding During Period 8,280,842 8,279,892
----------- -----------
----------- -----------
NET INCOME PER SHARE $ .14 $ .11
----------- -----------
----------- -----------
</TABLE>
4
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------
1996 1995
-------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,166 $ 889
Adjustments:
Depreciation and amortization 1,281 1,225
Investment in Mid-America Bethal
Limited Partnership:
Equity in earnings (251) (242)
Distributions received 350 400
(Decrease) Increase in related liabilities (274) 97
Increase in related assets (467) (267)
------------ -----------
Net Cash Flows From Operating Activities 1,805 2,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal repayments of notes receivable 7 20
Interest in Twin Oaks Centre ---- (54)
Additions to property:
Expansion projects and other capital expenditures (199) (480)
Tenant improvements (41) (101)
Payments from Yield Maintenance Agreement 19 31
Cash paid for leasing fees (12) (29)
Cash paid for loan fees and other assets ---- (126)
------------ -----------
Net Cash Flows From Investing Activities (226) (739)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (payments) on short-term debt, net 386 (7,395)
Proceeds of mortgages payable ---- 8,000
Scheduled principal payments on mortgages (143) (146)
Dividends paid (1,822) (1,822)
------------ -----------
Net Cash Flows From Financing Activities (1,579) (1,363)
------------ -----------
NET CHANGE IN CASH ---- ----
CASH, BEGINNING OF PERIOD ---- ----
------------ -----------
CASH, END OF PERIOD $ ---- $ ----
------------ -----------
</TABLE>
5
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(COLUMNAR DOLLARS IN FOOTNOTES ARE IN THOUSANDS EXCEPT PER SHARE DATA)
A. BASIS OF CONSOLIDATION AND PRESENTATION:
The unaudited consolidated financial statements are prepared on an
accrual basis and include the accounts of Mid-America Realty
Investments, Inc. (the "Company") and its wholly-owned subsidiary,
Mid-America Centers Corp. The unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements included in the Company's 1995 Annual Report on
Form 10-K for the year ended December 31, 1995.
The information furnished herein reflects all adjustments, which consist
of normal recurring accruals, which are, in the opinion of management,
necessary to fairly present the financial results for the interim
periods presented. The results for the three months ended March 31,
1996 and 1995 are not necessarily indicative of the operating results
for the full year.
All material intercompany transactions and profits have been eliminated
in consolidation. Certain reclassifications have been made to the 1995
financial statements to conform to those classifications used in 1996.
Net income per share was determined by dividing net income for the
periods presented by the weighted average number of shares of common
stock outstanding for the period.
B. INVESTMENT IN MID-AMERICA BETHAL LIMITED PARTNERSHIP:
Mid-America Bethal Limited Partnership ("Mid-America Bethal") was formed
on June 1, 1989 by the Company and a European investor. The Company has
a 50% interest in Mid-America Bethal and is the managing general
partner. The European investor has a 50% interest and is the limited
partner.
Summarized financial information on Mid-America Bethal is as follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
BALANCE SHEETS:
Assets:
Cash $ 840 $ 817
Property, net of depreciation
of $6,553,000 and $6,278,000 29,687 29,940
Other Assets 479 454
-------- --------
$ 31,006 $ 31,211
-------- --------
-------- --------
Liabilities and Partners' Capital:
Accounts payable and other
liabilities $ 10 $18
Partners' capital 30,996 31,193
-------- --------
$ 31,006 $ 31,211
-------- --------
-------- --------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
STATEMENTS OF OPERATIONS:
Total Revenues $ 1,107 $ 1,096
---------- ----------
---------- ----------
Net Income $ 503 $ 484
---------- ----------
---------- ----------
EQUITY IN EARNINGS OF MID-AMERICA
BETHAL RECORDED BY THE COMPANY $ 251 $ 242
---------- ----------
---------- ----------
</TABLE>
C. MORTGAGES AND NOTES PAYABLE:
Mortgages and notes payable are comprised of the following:
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Mortgages Payable $50,654 $50,796
Working Capital Line of Credit
($5,000,000 available at London
International Bank Offering Rate
(LIBOR) plus 2% due July 1997) 1,049 663
Acquisitions Line of Credit
($10,000,000 available at LIBOR
plus 2-1/2% due July 1997) 8,574 8,574
Acquisitions Line of Credit
($15,000,000 available at Prime
plus 1/2% due July 1996) 5,559 5,559
Other ---- ----
--------- ---------
$ 65,836 $ 65,592
--------- ---------
--------- ---------
</TABLE>
During the three months ended March 31, 1996, the Company completed the
extension of the two Twin Oaks Centre mortgage loans with the existing
lender. These loans total $3,673,000 and have been extended for three
years to April 1999, with an interest rate of 8.50%.
D. COMMITMENTS AND CONTINGENCIES:
In 1992, the Company entered into a Yield Maintenance Agreement (as
amended, the "YMA") with parties formerly related to the Company. Under
the YMA, the formerly related parties guarantee a 10% return from June
1, 1992 to December 31, 1996, calculated on a quarterly basis, to the
Company based upon the amount of the Company's "Investment Base" (as
defined in the YMA) for five specific properties purchased from the
formerly related parties. If the cash flow (as defined in the YMA)
of the properties after debt service on a quarterly basis does not
exceed the required 10% return, the difference (defined as the
"Arrearage" in the YMA) is owed to the Company by the formerly related
parties. The formerly related parties have the option of paying
the Arrearage in cash every quarter or having it added to the
"Investment Base."
Under the YMA, the market value of these properties will be determined
as of December 31, 1996. The determined market value will be based on a
10.25% capitalization rate applied to "net operating income" (as defined
in the YMA) for the year ended December 31, 1996. If the determined
market value of the properties is different than the Company's "adjusted
Acquisition Cost" (as defined in the YMA), the difference will be paid
by or owed to the Company, subject to certain limits as defined in the
YMA.
The obligations of the formerly related parties under the YMA are
limited to $2,800,000 and are secured by promissory notes. The
promissory notes are personally guaranteed by the formerly related
parties and are collateralized by specific tangible collateral. In
addition, under the YMA, the Company has an assignment of a 50%
interest in Kearney Mall Associates, Ltd., Limited Partnership
("Kearney Mall Associates"), whose limited partners were formerly
related to the Company, which owns Hilltop Mall in Kearney, Nebraska.
7
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Cumulative amounts received under this agreement totaled $1,247,000
through March 31, 1996 and reduce the guaranteed limits described above.
At March 31, 1996, accumulated YMA arrearages (which are not reflected
in the consolidated financial statements) exceeded the guaranteed
limits. The final accumulated YMA arrearage cannot be calculated until
December 31, 1996.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
The Company's primary source of funds are (i) cash generated from operations
which includes distributions from Mid-America Bethal, (ii) borrowings, (iii)
sales of real estate, and (iv) principal repayments on notes receivable.
Management anticipates that these sources will provide the necessary funds for
its operating expenses, interest expense on outstanding indebtedness, recurring
capital expenditures and dividends to shareholders in accordance with REIT
requirements, during the next twelve months. Management also believes that it
has capital, and the access to capital resources, sufficient to expand and
develop its business in accordance with its strategy for growth. In general,
the Company intends to acquire and finance additional real estate properties and
investments, to the extent possible, in such a manner as to maintain the ability
to make regular distributions to shareholders. However, the future issuance of
debt or equity securities by the Company or the acquisition of new properties or
investments could affect the yield to shareholders.
At March 31, 1996, the Company had invested approximately 95% of its assets in
enclosed malls and neighborhood shopping centers, including the Company's
investment in Mid-America Bethal. The remainder of the Company's assets
primarily consisted of accounts and notes receivable.
At March 31, 1996, the Company had a debt-to-equity ratio of .80 to 1, compared
to .79 to 1 at December 31, 1995, based upon the ratio of mortgages and notes
payable to total shareholders' equity. The Company's ratio of debt to total
market capitalization was 49% at March 31, 1996 and 51% at December 31, 1995.
During the three months ended March 31, 1996, the Company completed the
extension of the Twin Oaks mortgage loans. These loans total $3,673,000 and
have been extended for three years, to April 1999, with an interest rate of
8.50%.
RESULTS OF OPERATIONS:
Net income for the three months ended March 31, 1996 was $1,166,000 or $.14 per
share compared to $889,000 or $.11 per share for the three months ended March
31, 1995, a dollar increase of $277,000 or 31%.
The increase in net income for the three months ended March 31, 1996 compared to
the three months ended March 31, 1995 was primarily due to the following: an
increase in total revenues of $300,000 and an increase of $9,000 in the
Company's equity in earnings of Mid-America Bethal Limited Partnership. These
improvements were offset by increases of $32,000 in total expenses.
RENTAL INCOME:
Rental income for the three months ended March 31, 1996 was $4,294,000 compared
to $4,130,000 for the three months ended March 31, 1995, an increase of $164,000
or 4%. $156,000 of the increase was due to the acquisition of the Twin Oaks
Centre in April 1995. The remainder of the increase reflects the effect of new
leases and rent increases.
REIMBURSEMENT INCOME:
Reimbursement income for the three months ended March 31, 1996 was $1,305,000
compared to $1,247,000 for the three months ended March 31, 1995, an increase of
$58,000 or 5%. $29,000 of the increase relates to the acquisition of the Twin
Oaks Centre in April 1995. The remainder of the increase reflects the effect of
new leases.
9
<PAGE>
PROPERTY MANAGEMENT INCOME:
Property management income, which primarily consists of lease and property
management fees from properties managed for Mid-America Bethal, was $44,000 for
the three months ended March 31, 1996 compared to $53,000 for the three months
ended March 31, 1995, a decrease of $9,000 or 17%. The decrease is attributable
to fewer new leases at properties owned by Mid-America Bethal during the three
months ended March 31, 1996 compared to the three months ended March 31, 1995.
OTHER INCOME:
Other income for the three months ended March 31, 1996 was $250,000 compared to
$163,000 for the three months ended March 31, 1995, an increase of $87,000 or
53%. The increase is primarily attributable to a $90,000 payment from the
Company's investment in the Valley Park Centre.
OTHER PROPERTY COSTS:
Other property costs for the three months ended March, 31, 1996 were $828,000
compared to $858,000 for the three months ended March 31, 1995, a decrease of
$30,000 or 3%. The decrease is primarily attributable to the continued impact
of the cost control iniatives implemented by the Company in late 1994.
INTEREST EXPENSE:
Interest expense for the three months ended March 31, 1996 was $1,455,000
compared to $1,449,000 for the three months ended March 31, 1995, an increase of
$6,000 or less than 1%. The Company's average total debt was $65,714,000 during
the three months ended March 31, 1996 compared to $63,715,000 during the three
months ended March 31, 1995. This change in average total debt was offset by a
decrease in the Company's weighted average cost of funds to 8.9% during the
first three months of 1996 compared to 9.2% during the same period of 1995.
ADMINISTRATIVE EXPENSES:
Administrative expenses for the three months ended March 31, 1996 were $403,000
compared to $474,000 for the three months ended March 31, 1995, a decrease of
$71,000 or 15%. The decrease relates primarily to decreased professional fees
and the continued impact of improved cost control initiatives.
PROPERTY MANAGEMENT EXPENSES:
Property management expenses for the three months ended March 31, 1996 were
$255,000 compared to $237,000 for the three months ended March 31, 1995, an
increase of $18,000 or 8%. The increase is primarily attributable to the
acquisition of the Twin Oaks Centre in April 1995.
FUNDS FROM OPERATIONS:
Management considers Funds from Operations to be the most appropriate measure of
the performance of an equity real estate investment trust ("REIT"). The Company
defines Funds From Operations as net income before gains/losses from property
sales adjusted for non-cash items in the income statement, such as depreciation
and amortization. Funds from Operations is a supplemental measure of
performance that does not replace net income (loss) as a measure of performance
or net cash provided by operating activities as a measure of liquidity.
Funds From Operations were $2,442,000 or $.29 per share for the three months
ended March 31, 1996 compared to $2,183,000 or $.26 per share for the three
months ended March 31, 1995, an increase of $259,000 or 12%. The
10
<PAGE>
increase is primarily attributable to the positive impact of the April 1995
acquisition of the Twin Oaks Centre, a decrease in administrative expenses and,
to a lesser degree, an increase in base rent.
Funds From Operations is computed as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1996 1995
------------------------
(In Thousands Except Per Share Data)
<S> <C> <C>
Net Income $ 1,166 $ 889
Depreciation and Amortization (1) 1,225 1,153
Proceeds from Investment in Valley Park Centre (90) ----
Investment in Mid-America Bethal:
Equity in Earnings (251) (242)
Equity in Funds From Operations (2) 392 383
--------- ---------
Funds From Operations $ 2,442 $ 2,183
--------- ---------
--------- ---------
Funds From Operations Per Share $ .29 $ .26
--------- ---------
--------- ---------
</TABLE>
- ------------------------
(1) Depreciation and Amortization for the three months ended March 31, 1996
consisted of real property depreciation of $1,136,000, lease fee
amortization of $64,000 and intangible amortization of $25,000. Repairs
and maintenance expensed as "Property Costs" during the three months ended
March 31, 1996 totaled $54,700.
(2) Equity in Funds From Operations of Mid-America Bethal for the three months
ended March 31, 1996 included real property depreciation of $272,000 and
lease fee amortization of $8,787.
The 1996 Funds From Operations reported above reflect recommendations contained
in the Funds From Operations White Paper (the "FFO White Paper") recently
adopted by the National Association of Real Estate Investment Trusts to
standardize financial reporting by real estate investment trusts. The Company
adopted the recommendations prescribed in the FFO White Paper for reporting
periods beginning after January 1, 1996. In addition, 1995 Funds From
Operations has been restated to conform to the prescribed FFO White Paper.
11
<PAGE>
TENANT AND LEASING INFORMATION:
The following tables set forth information concerning each of the properties
that the Company owns directly or has an equity interest in through Mid-America
Bethal Limited Partnership:
<TABLE>
<CAPTION>
(SQUARE FOOTAGE IN THOUSANDS)
GROSS LEASEABLE AREA LEASED SPACE (1) LEASED %
----------------------------- ----------------------------- -----------------------------
3/31/96 12/31/95 3/31/95 3/31/96 12/31/95 3/31/95 3/31/96 12/31/95 3/31/95
-------- --------- -------- -------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mid-America Realty Investments, Inc.:
Neighborhood shopping centers 1,771 1,771 1,705 1,690 1,695 1,645 95% 96% 96%
Enclosed malls 869 863 863 821 795 796 94% 92% 92%
-------- --------- -------- -------- --------- -------- -------- --------- --------
2,640 2,634 2,568 2,511 2,490 2,441 95% 95% 95%
Mid-America Bethal L.P. (2) 539 538 538 471 475 497 87% 88% 92%
-------- --------- -------- -------- --------- -------- -------- --------- --------
3,179 3,172 3,106 2,982 2,965 2,938 94% 93% 95%
-------- --------- -------- -------- --------- -------- -------- --------- --------
-------- --------- -------- -------- --------- -------- -------- --------- --------
</TABLE>
- ---------------------------
(1) Leased space represents the percentage of gross leasable area which is
leased to third-party tenants.
(2) The Company owns a 50% partnership interest in Mid-America Bethal Limited
Partnership. All information presented is for the entire partnership.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of the Company was held on April 24,
1996. The shareholders elected five directors and ratified the
appointment of the independent accountants for 1996. The voting on each
proposal is set forth below:
1. ELECTION OF DIRECTORS:
FOR WITHHELD
--- --------
Jerome L. Heinrichs 7,085,914 144,244
Daniel A. Burkhardt 7,085,204 144,954
Gary R. Hawkins 7,085,414 144,744
Michael F. Lawler 7,068,834 161,324
John L. Maginn 7,085,984 144,174
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS:
FOR 7,161,699
AGAINST 35,125
WITHHELD 33,334
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
27 Financial Data Schedule
B. REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the
quarter ended March 31, 1996.
13
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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.
MID-AMERICA REALTY INVESTMENTS, INC.
/s/ Jerome L. Heinrichs Date: May 8, 1996
- --------------------------------------------- ------------------
Jerome L. Heinrichs,
Chief Executive Officer
/s/ Dennis G. Gethmann Date: May 8, 1996
- --------------------------------------------- ------------------
Dennis G. Gethmann
President and Principal Financial Officer
14
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
27 Financial Data Schedule. . . . . . . . . . . . . .
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 2,804
<ALLOWANCES> 360
<INVENTORY> 0
<CURRENT-ASSETS> 3,164
<PP&E> 152,235
<DEPRECIATION> 25,400
<TOTAL-ASSETS> 149,650
<CURRENT-LIABILITIES> 1,551
<BONDS> 65,836
0
0
<COMMON> 83
<OTHER-SE> 82,180
<TOTAL-LIABILITY-AND-EQUITY> 149,650
<SALES> 0
<TOTAL-REVENUES> 5,893
<CGS> 0
<TOTAL-COSTS> 1,824
<OTHER-EXPENSES> 1,433
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 1,455
<INCOME-PRETAX> 1,166
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,166
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,166
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
