<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, 1997
/ / 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 1-9524
BURNHAM PACIFIC PROPERTIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
California 33-0204162
---------------------------- ---------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
of incorporation)
610 West Ash Street, San Diego, California 92101
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(619) 652-4700
--------------------------------------------------
Registrant's telephone number, including area code
NA
- --------------------------------------------------------------------------------
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_____
Number of shares of the Registrant's common stock outstanding at May 14, 1997:
23,427,452
----------
<PAGE>
PART 1 FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
BURNHAM PACIFIC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
ASSETS
Real Estate $442,117 $389,634
Less Accumulated Depreciation (52,056) (48,978)
-------- --------
Real Estate-Net 390,061 340,656
-------- --------
Investment in Unconsolidated Subsidiary 2,382
Cash and Cash Equivalents 6,046 4,095
Receivables-Net 4,992 4,860
Other Assets 7,906 6,584
-------- --------
Total $411,387 $356,195
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable and Other Liabilities $3,440 2,655
Tenant Security Deposits 965 929
Notes Payable 133,428 105,552
Line of Credit Advances 101,983 72,900
-------- --------
Total Liabilities 239,816 182,036
-------- --------
Commitments and Contingencies
Minority Interest 456 434
-------- --------
Stockholders' Equity:
Preferred Stock, 5,000,000 Shares
Authorized; No Shares Issued or Outstanding
Common Stock, No Par Value,
40,000,000 Shares Authorized;
17,102,452 and 17,096,452 Shares
Outstanding at March 31, 1997, and
December 31, 1996, Respectively 262,415 262,340
Dividends Paid in Excess of Net Income (91,300) (88,615)
-------- --------
Total Stockholders' Equity 171,115 173,725
-------- --------
Total $411,387 $356,195
-------- --------
-------- --------
</TABLE>
See the Accompanying Notes
2
<PAGE>
BURNHAM PACIFIC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31,1997 March 31, 1996
------------- --------------
<S> <C> <C>
REVENUES
Rents $12,803 $12,134
Interest 174 111
---------- ----------
Total Revenues 12,977 12,245
---------- ----------
EXPENSES
Interest 3,331 2,868
Rental Operating 3,504 3,124
General and Administrative 843 487
Provision for Bad Debt 125 102
Depreciation and Amortization 3,542 2,620
---------- ----------
Total Costs and Expenses 11,345 9,201
---------- ----------
Income From Operations Before
Distribution to Minority Interest Holders,
Income from Unconsolidated Subsidiary and
Extraordinary Item 1,632 3,044
Distribution to Minority Interest Holders (11)
Income from Unconsolidated Subsidiary 15
---------- ----------
Income before Extraordinary Item 1,636 3,044
Loss from Early Extinguishment of Debt (52) 0
---------- ----------
Net Income $1,584 $3,044
---------- ----------
---------- ----------
EARNINGS PER SHARE:
Income before Extraordinary Item $0.10 $0.18
Extraordinary Item (0.01) 0
---------- ----------
Net Income $0.09 $0.18
---------- ----------
Weighted Average Number of Shares 17,096,519 17,081,506
---------- ----------
---------- ----------
</TABLE>
See the Accompanying Notes
3
<PAGE>
BURNHAM PACIFIC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $1,584 $3,044
Adjustments to Reconcile Net Income to
Net Cash Provided By Operating Activities:
Depreciation and Amortization 3,542 2,620
Provision for Bad Debt 125 102
Common Stock - Directors' Fees 81
Changes in Other Assets and Liabilities:
Receivables and Other Assets (1,862) (1,127)
Accounts Payable and Other 785 (576)
Tenant Security Deposits 36 52
------- ------
Net Cash Provided By Operating Activities 4,291 4,115
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for Acquisitions of Real Estate and
Capital Improvements (59,200) (9,374)
Proceeds from Sales of Real Estate 7,852
Principal Payments on Notes Receivable 17 40
------- ------
Net Cash Used For Investing Activities (51,331) (9,334)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings Under Line of Credit Agreements 29,083 11,850
Repayments Under Line of Credit Agreements (1,600)
Principal Payments of Notes Payable (35,727) (467)
Proceeds from Issuance of Notes Payable 59,910
Payment of Notes Receivable-Stock Purchase Plan 197
Dividends Paid (4,275) (4,271)
------- ------
Net Cash Provided for Financing Activities 48,991 5,709
------- ------
Net Increase in Cash and Cash Equivalents 1,951 490
Cash and Cash Equivalents at Beginning Of Period 4,095 1,543
------- ------
Cash and Cash Equivalents at End Of Period $6,046 $2,033
------- ------
------- ------
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash Paid During Three Months For Interest $4,469 $3,407
------- ------
------- ------
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Notes Payable Assumed $3,693
Operating Partnership Units Issued in Connection with
Real Estate Acquisition 22
Proceeds from Notes Payable 25,400
Cash Paid For Real Estate 23,068
-------
Fair Value of Real Estate Acquired $52,183
-------
-------
</TABLE>
See the Accompanying Notes
4
<PAGE>
BURNHAM PACIFIC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997, DECEMBER 31, 1996, AND MARCH 31, 1996
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements are unaudited but, in
the opinion of management, reflect all normal recurring adjustments
necessary for a fair presentation of operating results. These financial
statements should be read in conjunction with the audited financial
statements of Burnham Pacific Properties, Inc. for the year ended
December 31, 1996. Certain of the 1996 amounts have been reclassified
to conform to 1997 presentation.
Dividends Per Share -- Dividends of .25 cents per share were paid on
March 31,1997 to shareholders of record on March 24, 1997.
2. NET INCOME PER SHARE
Net income per share is computed by dividing net income for the
respective periods by the weighted average number of shares outstanding
during the applicable period.
In February of 1997, the Financial Accounting Standards Boards (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 128,
EARNING PER SHARE (EPS). This statement requires the presentation of
earnings per share to reflect both "Basic EPS" as well as "Diluted EPS"
on the face of the income statement. In general, Basic EPS excludes
dilution created by stock equivalents and is a function of the weighted
average number of common shares outstanding for the period. Diluted EPS
does reflect the potential dilution created by stock equivalents if such
equivalents are converted into common stock and is calculated in the
same manner as fully Diluted EPS illustrated in APB #15.
The Company will be required to adopt the new method of reporting EPS
for the year ending December 31, 1997. The Company's EPS as reflected
in this document includes Basic EPS for 1997 and 1996.
Based on the Company's current capital structure, the anticipated results
of implementing SFAS No. 128 would reflect EPS essentially the same as
currently reported.
3. REGISTRATION STATEMENT
During September 1993, the Company filed with the Securities and
Exchange Commission a $200 million shelf registration statement on Form
S-3. As of March 31, 1997, no such issuances had occurred (See Note 7
as to subsequent issuance of Common Stock).
5
<PAGE>
4. REAL ESTATE
Real Estate is summarized as follows (in thousands):
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Retail Centers $336,372 $287,675
Office/Industrial Buildings 57,740 57,740
Retail Centers Under Development 44,321 41,297
Other 3,684 2,922
-------- --------
Total Real Estate 442,117 389,634
Accumulated Depreciation (52,056) (48,978)
-------- --------
Real Estate-Net $390,061 $340,656
-------- --------
-------- --------
</TABLE>
On January 31, 1997, the Company purchased a portfolio of four retail
shopping centers. The purchase price of the portfolio was approximately
$52,100,000. The acquisition of the portfolio was financed by the
assumption of a $3,693,000 mortgage loan bearing interest at 9.75%, due
in July 1998, secured by one of the properties; a new $25,400,000,
7.98%, 7-year mortgage loan, secured by another of the properties; with
the balance coming from borrowings under the Company's Credit Facility.
The issuer of the $25,400,000 mortgage note is a bankruptcy remote,
special purpose, partnership in which the Company has substantially all
economic benefits.
On January 31, 1997, the Company sold a portion of Plaza Rancho Carmel
for $735,000. No gain or loss resulted from such sale. Proceeds were
used to reduce borrowings under the Company's Credit Facility.
On February 28, 1997, the Company purchased a retail shopping center for
approximately, $6,202,000. The acquisition was financed with borrowings
under the Company's Credit Facility.
5. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
On February 20, 1997, the Company contributed Margarita Plaza into a
newly formed Limited Liability Company ("LLC") and the other LLC member
contributed approximately 75% of the LLC's cumulative contributions.
The LLC in turn distributed the other member's contribution to the
Company, leaving the Company with an unconsolidated 25% interest in the
LLC.
Summarized financial information of the LLC, which is accounted for by
the Company using the equity method, is as follows (in thousands):
February 12, 1997
(Date of Inception)
thru March 31, 1997
Statement of Operations Data (unaudited)
---------------------------- -------------------
Total Revenues-Rents $126
Operating Income 59
Net Income 44
6
<PAGE>
March 31, 1997
Balance Sheet Data (unaudited)
------------------ --------------
Real Estate $9,587
Accumulated Depreciation (23)
------
Net Real Estate 9,564
------
Total Assets 9,751
Total Liabilities 120
Equity 9,631
6. NOTES PAYABLE
During February 1997, the Company paid off the mortgage loan secured by
La Mancha Shopping Center with borrowings under the Company's Credit
Facility. In addition, the Company refinanced the variable rate
mortgage loan secured by The Plaza at Puente Hills with a fixed rate
7.98% mortgage loan, due in 2004. In connection with these
extinguishments of debt, the Company recorded an extraordinary loss of
$52,000.
7. SUBSEQUENT EVENTS
On April 3, 1997, the Company purchased a retail shopping center for
approximately, $9,080,000. The acquisition was financed by the
assumption of an approximately $5,287,000 mortgage loan bearing interest
at 8.8%, maturity in 2020, with the remainder financed with borrowings
under the Company's Credit Facility.
On April 4, 1997, the Company purchased a portfolio of three retail
shopping centers. The purchase price of the portfolio was approximately
$69,800,000. In order to facilitate the closing of this acquisition,
the Company obtained a temporary increase in its Credit Facility of
$70,000,000 (the "Bridge Financing"). Of the total amount, $42,000,000
was secured by mortgages on the three properties so acquired and
$28,000,000 was unsecured. The secured and unsecured portions of the
Bridge Financing accrued interest at LIBOR (London Inter-Bank Offer
Rate), plus 1.65% and LIBOR plus 2.50%, respectively.
On May 2, 1997, the Company closed the public sale of 6,325,000 shares
of its Common Stock at $12.375 per share. The shares were sold pursuant
to the $200 million shelf registration statement on Form S-3 (See Note
3). The net proceeds of the offering were used to pay-off the Bridge
Financing and reduce borrowings under the Company's Credit Facility.
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
March 31, 1997 and 1996:
During the three months ended March 31, 1997, net income decreased $1,460,000
or 48%, to $1,584,000 ($0.09 per share) compared to $3,044,000 ($0.18 per
share) for the same period in 1996. The principal reasons for this net income
decrease are discussed in the following paragraphs.
7
<PAGE>
Compared to the same period in 1996, revenues increased $732,000 for the
three month period. This increase was primarily due to the improved operating
results from the Company's existing portfolio of properties and the
acquisition of approximately $67,870,000 of retail properties during December
1996 and the first three months of 1997. These increases were offset by the
sale of the McDonnell Douglas Building in June 1996 and from lower rents
received on the Anacomp Building following the renegotiation of the Anacomp
lease during the first quarter of 1996.
Interest expense increased $463,000 for the 1997 three month period, as
compared to the same period in 1996. The increase is attributable to higher
average outstanding balances under the Company's Credit Facility and new
mortgages placed or assumed in connection with the acquisition of retail
properties, partially offset due to the sale of the McDonnell Douglas
Building.
Rental operating expenses increased over 1996 by $380,000 for the 1997 three
month period. This increase reflects the acquisition of retail properties
and the renegotiation of the Anacomp lease. In addition, expenses increased
as a result of the opening of offices in Los Angeles, San Francisco, and the
Pacific Northwest.
General and administrative expenses increased $356,000 for the 1997 three
month period as compared to the same period in 1996. These increases reflect
the opening of offices in Los Angeles, San Francisco and the Pacific
Northwest.
Compared to the same period in 1996, depreciation and amortization expense
increased $922,000 for the 1997 three month period. This increase reflects
the acquisition of retail properties and depreciation taken on two retail
structures undergoing renovation at two centers.
The Company considers Funds From Operations (FFO) to be a relevant
supplemental measure of the performance of an equity REIT since such measure
does not recognize depreciation and certain amortization expenses as
operating expenses. Management believes that reductions for these charges are
not meaningful in evaluating income-producing real estate, which historically
has not depreciated. FFO does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and is
not necessarily indicative of cash available to fund cash needs and should
not be considered as an alternative to net income as an indicator of the
Company's operating performance or as an alternative to cash flow as a
measure of liquidity.
For the three months ended March 31, 1997, FFO decreased $530,000 compared to
the same period in 1996. The primary reasons for this decline include the
sale of the McDonnell Douglas Building in June of 1996, lower rents received
on the Anacomp Building following the renegotiation of the Anacomp lease
during the first quarter of 1996, and higher general and administrative
expenses related to the opening of regional offices in Los Angeles, San
Francisco, and the Pacific Northwest. These decreases were partially offset
by improved operating results from the Company's existing portfolio and the
acquisition of retail properties.
8
<PAGE>
The calculation of FFO for the respective periods is as follows (in thousands):
Three Months Ended
March 31,
1997 1996
---- ----
Net Income $1,584 $3,044
Adjustments:
Depreciation of Real Estate and
Tenant Improvements 3,233 2,271
Amortization of Leasing Costs 90 174
Early Extinguishment of Debt 52 0
------ ------
Funds from Operations $4,959 $5,489
------ ------
------ ------
MATERIAL CHANGES IN FINANCIAL CONDITION
March 31, 1997 compared to December 31, 1996:
On January 31, 1997, the Company purchased a portfolio of four retail
shopping centers for approximately $52,100,000. This acquisition was
financed by the assumption of a $3,693,000 mortgage loan bearing interest at
9.75%, due in July 1998, secured by one of the properties; a new $25,400,000,
7.98%, 7-year mortgage loan, secured by another of the properties; with the
balance coming from borrowings under the Company's Credit Facility.
On January 31, 1997, the Company sold a portion of Plaza Rancho Carmel for
$735,000, its net book value at the time of sale. Proceeds were used to
reduce borrowings under the Company's Credit Facility.
On February 28, 1997, the Company purchased a retail shopping center for
approximately $6,202,000. The acquisition was financed with borrowings under
the Company's Credit Facility.
As of March 31, 1997, and December 31, 1996 approximately $2,624,000 and
$2,460,000, respectively, of straight-lined rent is included in other assets.
The Company's has a $135,000,000 Credit Facility of which $90,000,000 is
secured or to be secured by mortgages on various of the Company's properties
and $45,000,000 is unsecured. Borrowings under the secured and unsecured
portions of the Credit Facility bear interest at rates of LIBOR (London
Inter-Bank Offer Rate) plus 1.65% or LIBOR plus 1.75%, respectively. The
Credit Facility is scheduled to mature in November 1998, with a one year
extension option available. At March 31, 1997, borrowings of approximately
$101,983,000 were outstanding under the Credit Facility, of which $58,525,000
was secured by mortgages on seven of the Company's properties and $43,458,000
was unsecured.
At March 31, 1997, the Company had $16,685,000 outstanding under a
$28,800,000 construction loan, secured by one of the Company's development
properties. The remaining availability of $12,115,000 is expected to be used
to fund the completion of a 250,000 square foot retail shopping center in
Richmond, California. Borrowings under this loan bear interest at the bank's
eurodollar base rate plus 2.50% or at its prime rate. The loan is scheduled
to mature in November 1997, and the Company has the right to extend for an
additional year.
9
<PAGE>
At March 31, 1997, the Company's capitalization consisted of $235,411,000 of
debt and $218,056,000 of market equity (market equity is defined as shares of
common stock outstanding multiplied by the closing price on the New York
Stock Exchange, which was $12.75 at March 31, 1997) resulting in a debt to
total market capitalization ratio of .52 to 1. At March 31, 1997, the
Company's total debt consisted of $116,743,000 of fixed rate debt and
$118,668,000 of variable rate debt. The average rates of interest on the
fixed and variable rate debt were 8.5% and 7.5%, respectively, at March 31,
1997.
Subsequent to March 31, 1997, the Company purchased five retail shopping
centers (one portfolio and one single asset) for approximately $78,900,000.
These acquisitions were financed by the assumption of an approximately
$5,287,000 mortgage loan, secured by one of the properties, bearing interest
at 8.8%, maturing in 2020; borrowings under the Company's Credit Facility;
and borrowings under a $70,000,000 temporary increase in the Credit Facility
(the "Bridge Financing"). The Bridge Financing consisted of $42,000,000
secured by mortgages on the portfolio of three properties acquired and
$28,000,000 unsecured. The secured and unsecured portions of the Bridge
Financing had interest rates at LIBOR plus 1.65% and LIBOR plus 2.50%,
respectively.
On May 2, 1997, the Company closed the public sale of 6,325,000 shares of its
common stock at $12.375 per share. The shares were sold pursuant to the
Company's $200 million shelf registration statement on Form S-3. The net
proceeds of the offering were used to pay-off the Bridge Financing and reduce
borrowings under the Company's Credit Facility.
The Company anticipates that cash flow from operating activities will
continue to provide adequate capital for required payments on notes payable,
recurring tenant improvements, and dividend payments in accordance with REIT
requirements through the end of 1997. However, the Company will require
additional sources of capital to finance the acquisition and development of
additional properties. It is management's intention that the Company have
access to the capital resources necessary to expand and develop its business.
Sources of additional capital may include borrowings under credit facilities
and mortgage indebtedness, proceeds from sales of non-strategic assets, the
sale of interests in certain properties to third parties and, to the extent
market conditions permit, the public or private issuance of debt or equity
securities. There can be no assurances that capital necessary to finance
future acquisitions and development will be available on acceptable terms or
at all.
The Company has on file with the Securities and Exchange Commission a $200
million shelf registration statement on Form S-3, this registration statement
was filed for the purpose of issuing either common stock or convertible
debentures, of which approximately $121,700,000 remains available for
issuance.
10
<PAGE>
FORWARD LOOKING STATEMENTS
The preceding comments in this Form 10-Q contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Reference is made to the
Company's Form 10-K Report for the year ended December 31, 1996 under the
caption "Risk Factors" for a discussion of certain factors which could cause
the Company's actual results to differ materially from those set forth in the
forward-looking statements.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
The Corporation was not a party to any material legal proceedings during the
period covered by this report or subsequently.
ITEM 2. CHANGES IN SECURITIES:
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
Not Applicable.
ITEM 5. OTHER INFORMATION:
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) The following Exhibits are part of this report:
The contracts filed as Exhibits to the Form 8-K and 8-K(a) reports
described in (b) below are incorporated by reference herein.
27.0 Financial Data Schedule.
(b) The following reports on Form 8-K and 8-K(a) were filed during or with
respect to matters occurring within the period covered by this report:
Form 8-K Report filed February 13, 1997, (earliest event reported January 31,
1997) as amended by Form 8-K(a) report filed April 15, 1997: Item 2,
regarding the Downey Portfolio and BRE Portfolio acquisitions; Item 5,
regarding Foothill Plaza and Crenshaw Imperial acquisitions; and Item 7,
regarding Financial Statements and Pro Forma financial information.
11
<PAGE>
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.
BURNHAM PACIFIC PROPERTIES, INC.
Date: 05/14/97 By: /s/ J. DAVID MARTIN
--------------------
J. David Martin, Chief Executive Officer
Date: 05/14/97 By: /s/ DANIEL B. PLATT
-------------------
Daniel B. Platt, Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,046
<SECURITIES> 0
<RECEIVABLES> 6,911
<ALLOWANCES> 1,919
<INVENTORY> 0
<CURRENT-ASSETS> 21,326<F1><F2>
<PP&E> 442,117
<DEPRECIATION> 52,056
<TOTAL-ASSETS> 411,387
<CURRENT-LIABILITIES> 4,405
<BONDS> 235,411
0
456
<COMMON> 262,415
<OTHER-SE> (91,300)
<TOTAL-LIABILITY-AND-EQUITY> 411,387
<SALES> 12,803
<TOTAL-REVENUES> 12,977
<CGS> 3,504
<TOTAL-COSTS> 3,504
<OTHER-EXPENSES> 4,385
<LOSS-PROVISION> 125
<INTEREST-EXPENSE> 3,331
<INCOME-PRETAX> 1,636
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,636
<DISCONTINUED> 0
<EXTRAORDINARY> (52)
<CHANGES> 0
<NET-INCOME> 1,584
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
<FN>
<F1> Includes 2,382 of Investment in Unconsolidated Subsidiary
<F2> Also includes 7,906 of Other Assets and 4,992 of Receivables-Net
</TABLE>
