FRANKLIN SELECT REALTY TRUST
10-Q, 1998-11-13
REAL ESTATE INVESTMENT TRUSTS
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                      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                          SEPTEMBER 30, 1998
                               -------------------------------------------------

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                              1-12708
                      ----------------------------------------------------------

                         FRANKLIN SELECT REALTY TRUST
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


CALIFORNIA                                              94-3095938 
- --------------------------------------------------------------------------------
(State or other jurisdiction                 (I.R.S.Employer Identification No.)


  P. O. BOX 7777, SAN MATEO, CALIFORNIA                  94403-7777
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code          (650) 312-2000
                                                   -----------------------



                                      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 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

Common Stock Shares Outstanding as of September 30, 1998, Series A: 12,250,372
Common Stock Shares Outstanding as of September 30, 1998, Series B:    745,584


                        PART I - FINANCIAL INFORMATION

                         ITEM 1. FINANCIAL STATEMENTS

                         FRANKLIN SELECT REALTY TRUST

                         CONSOLIDATED BALANCE SHEETS
                AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                  Unaudited
(In thousands, except per share amounts)                      1998     1997
- ----------------------------------------------------------------------------
ASSETS

Real Estate
  Rental property:
    Land                                                   $38,787  $38,787
    Buildings and improvements                             111,968  110,733
                                                         -------------------
                                                           150,755  149,520
    Less: accumulated depreciation                          23,477   20,817
                                                         -------------------
                                                           127,278  128,703
  Rental property held for sale, net of accumulated              -   12,395
depreciation                                             -------------------
          Real estate, net                                 127,278  141,098

Cash and cash equivalents                                    2,893    3,821
Mortgage-backed securities, available for sale                 412      501
Deferred rent receivable                                     1,790    1,863
Deferred costs and other assets                              2,504    2,814
                                                         ===================
          Total assets                                    $134,877 $150,097
                                                         ===================

- ----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Notes and bonds payable                                   $27,694   $42,487
Tenant deposits, accounts payable and accrued expenses      2,003     1,391
Distributions payable                                       1,642     1,645
                                                        --------------------
          Total liabilities                                31,339    45,523
                                                        --------------------

Minority interest                                           9,200     9,258
                                                        --------------------
Commitments and contingencies                                   -         -

Stockholders' equity:
  Common stock, Series A, without par value; stated
value $10 per share; 50,000 shares authorized; 12,250     103,161   103,161
 issued and outstanding

  Common stock, Series B, without par value; stated
value $10 per share; 1,000 shares authorized; 746           6,294     6,294
issued and outstanding

  Accumulated other comprehensive income                     (30)      (28)

  Accumulated distributions in excess of net income      (15,087)  (14,111)
                                                        --------------------
          Total stockholders' equity                       94,338    95,316
                                                        ====================
          Total liabilities and stockholders' equity     $134,877  $150,097
                                                        ====================

 The accompanying notes are an integral part of these consolidated financial
                                 statements.


                         FRANKLIN SELECT REALTY TRUST

          CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                 (Unaudited)



                                       THREE MONTHS ENDED    NINE MONTHS ENDED
                                      SEPTEMBER  SEPTEMBER  SEPTEMBER SEPTEMBER
                                        30, 1998    30,1997  30, 1998   30, 1997

   REVENUE:
     Rent                                 $4,298     $4,436   $13,619    $12,982
     Interest, dividends and other            41         55       145        143
                                      ------------------------------------------
       Total revenue                       4,339      4,491    13,764     13,125
                                      ------------------------------------------

   EXPENSES:
     Property operating                    1,149      1,092     3,074      2,940
     Interest                                631        674     2,308      1,999
     Related party                           361        365     1,125      1,074
     General and administrative              319        111       844        413
     Depreciation and amortization         1,002      1,014     3,016      2,968
                                      ------------------------------------------
       Total expenses                      3,462      3,256    10,367      9,394
                                      ------------------------------------------

     Operating  income before gain on
   sale of property and minority interest    877      1,235     3,397      3,731

     Gain on sale of property                382          -       552          -
                                      ------------------------------------------
     Operating income before minority
      interest                             1,259      1,235     3,949      3,731
   minority interest

     Minority interest                       177        161       515        483
                                      ==========================================
   NET INCOME                             $1,082     $1,074    $3,434     $3,248
                                      ==========================================

   Unrealized gain (loss) on mortgage-backed
   securities                                  -          3       (2)         11
   mortgage-backed
                                      ==========================================
   Total comprehensive income             $1,082     $1,077    $3,432     $3,259
                                      ==========================================

   Net income per share, based on
   the weighted
   average shares outstanding of
   Series A                                $ .09      $ .09     $ .28      $ .27
   common stock of  12,250 for the    ==========================================
   three- and
   nine-month periods ended
   September 30,
   1998, and 1997, respectively

   Distributions per share, based on
   the weighted
    average shares outstanding of
   Series A                                 $.12      $ .11     $ .36      $ .33
   common stock of 12,250 for the     ==========================================
   three- and
   nine-month periods ended
   September 30,
   1998 and 1997, respectively


 The accompanying notes are an integral part of these consolidated financial
                                 statements.



                         FRANKLIN SELECT REALTY TRUST

                     CONSOLIDATED STATEMENT OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                  Unaudited

(In thousands)                                            1998    1997
- -----------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

NET INCOME                                              $3,434  $3,248
                                                      -----------------
Adjustments to reconcile net income to net cash
  Provided by operating activities:
   Depreciation and amortization                         3,153   3,091
   Gain on sale of property                              (552)       -
   Minority interest                                       515     483
   (Increase) decrease in deferred rent receivable        (37)      50
   Decrease (increase) in other assets                      49   (211)
   Increase in accounts payable, accrued expenses
      and other liabilities                                555     220
                                                      -----------------
                                                         3,683   3,633
                                                      -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                7,117   6,881
                                                      -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of real estate                    13,081       -
   Acquisition of rental property                              (12,613)
                                                             -
   Improvements to real estate                         (1,262)   (529)
   Construction period interest paid                         -    (85)
   Leasing commissions paid                              (230)   (349)
   Disposition of mortgage-backed securities                87      58
                                                      -----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     11,676 (13,518)
                                                      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under notes and bonds payable                  -  20,338
   Repayment of notes and bonds payable               (14,793) (7,666)
   Payment of loan costs                                     -     (3)
   Distributions paid to limited partners                (515)   (477)
   Distributions paid to stockholders                  (4,413) (3,927)
                                                      -----------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES   (19,721)   8,265
                                                      -----------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (928)   1,628
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           3,821   2,558
                                                      -----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $2,893  $4,186
                                                      =================







 The accompanying notes are an integral part of these consolidated financial
                                 statements.


                         FRANKLIN SELECT REALTY TRUST
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1998
                                  Unaudited

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  interim  consolidated  financial  statements  of
Franklin  Select  Realty  Trust  (the  "Company")  included  herein  have been
prepared in  accordance  with the  instructions  to Form 10-Q  pursuant to the
rules and  regulations  of the  Securities  and Exchange  Commission.  Certain
information   and  footnote   disclosures   normally   included  in  financial
statements   prepared  in  accordance  with  generally   accepted   accounting
principles  have  been  condensed  or  omitted  pursuant  to  such  rules  and
regulations.  In  the  opinion  of  management,  all  appropriate  adjustments
necessary to a fair  presentation  of the results of operations have been made
for the periods  shown.  All  adjustments  are of a normal  recurring  nature.
Certain prior year amounts have been  reclassified  to conform to current year
presentations.  These financial  statements should be read in conjunction with
the  Company's  audited  financial  statements  as of, and for the year ended,
December 31, 1997.

NOTE 2 - NET INCOME PER SHARE

In October  1997,  1,625,000  limited  partnership  units  (the "FSRT  Units")
became  eligible for exchange  into a like number of Series A common shares in
the Company in accordance with the partnership  agreement of FSRT. None of the
partnership  units have been  exchanged  for  common  stock.  The  convertible
partnership  units  are  deemed  anti-dilutive  and  consequently  there is no
difference between basic and diluted net income per share.

NOTE 3 - SALE OF REAL ESTATE

On January 21, 1998, the Company sold a 12.5-acre  parcel of undeveloped  land
that was acquired in June 1997.  Net proceeds of $4,471,000  were received and
of that  amount  approximately  $4,100,000  was  used to  repay  debt  and the
Company retained the remainder.

On July 1, 1998, the Company sold Carmel Mountain  Gateway Plaza.  Proceeds of
$8,900,000 were received and of that amount approximately  $8,600,000 was used
to repay debt and the  remainder  was retained by the Company.  Gain from sale
of the property amounted to approximately $382,000.

NOTE 4 - LITIGATION

The Company is currently  defending the former directors of Franklin Advantage
Real  Estate  Income  Fund  ("Advantage")  against a  purported  class  action
complaint  filed in the  California  Superior  Court for San  Mateo  County on
December 2, 1996 by two  stockholders for themselves and purportedly on behalf
of certain other minority  stockholders of Advantage.  Other defendants to the
complaint  currently  include  Franklin  Resources,  Inc.  and  the  Company's
advisor,  Franklin  Properties,  Inc. The  complaint  alleges that  defendants
breached  fiduciary  duties to plaintiffs and other minority  stockholders  in
connection with the purchase by Franklin  Resources,  Inc. in August 1994 of a
46.6%  interest in Advantage  and in  connection  with the Merger of Advantage
into the  Company  in May  1996,  which  was  approved  by a  majority  of the
outstanding  shares of each of the three  companies.  Plaintiffs  also  allege
that defendants  misstated certain material facts or omitted to state material
facts in connection with these transactions.

The  complaint  includes  a variety of  additional  claims,  including  claims
relating  to  the  investment  of  Advantage  assets,  the  suspension  of the
dividend  reinvestment  program,  the allocation of  merger-related  expenses,
revisions to the investment  policies of Advantage,  and the  restructuring of
the contractual  relationship with the Advisor.  Plaintiffs seek damages in an
unspecified  amount and certain  equitable  relief.  The  defendants  deny any
wrongdoing  in these  matters  and intend to  vigorously  defend  the  action.
Discovery is continuing.


                         FRANKLIN SELECT REALTY TRUST
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1998
                                  Unaudited


NOTE 4 - LITIGATION (CONTINUED)

On June 3, 1997,  Herbert S.  Hodge,  Jr.,  on behalf of himself  and  certain
other  shareholders  of Franklin Real Estate Income Fund  ("FREIF"),  filed an
alleged class action complaint in the California  Superior Court for San Mateo
County against the Company,  certain of its directors,  the Company's advisor,
Franklin  Properties,  Inc., Franklin  Resources,  Inc., and Bear Stearns Co.,
Inc.  The  complaint  alleges that  defendants  breached  fiduciary  duties to
plaintiff and certain  other  shareholders  in  connection  with the merger of
FREIF into Franklin  Select Realty Trust in May 1996.  Plaintiff  also alleges
that defendants  misstated certain material facts or omitted to state material
facts in  connection  with this  transaction.  Plaintiff  seeks  damages in an
unspecified  amount.  The defendants  deny any wrongdoing in these matters and
intend to vigorously defend the action.  Discovery is continuing.

Management  does not  believe  that the outcome of these  matters  will have a
material  adverse  effect on the  Company's  financial  condition,  results of
operations or cash flows.


NOTE 5 - STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

During fiscal 1998, the Company has adopted Statement of Financial  Accounting
Standards  No. 130  "Reporting  Comprehensive  Income"  ("FAS  130").  FAS 130
establishes the disclosure  requirements for reporting comprehensive income in
an entity's annual and interim  financial  statements and became effective for
the  Company  in  the  current  fiscal  year.  Comprehensive  income  includes
unrealized gains and losses on securities  previously  reported by the Company
as a component of  stockholders'  equity.  The Company is now required to show
comprehensive  income in a financial  statement  and  display the  accumulated
balance of other comprehensive  income separately in the equity section of the
consolidated balance sheet.


                         FRANKLIN SELECT REALTY TRUST

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

INTRODUCTION

When used in the following  discussion,  the words  "believes,"  "anticipates"
and similar expressions are intended to identify  forward-looking  statements.
Such  statements  are subject to certain risks and  uncertainties  which could
cause actual results to differ  materially  from those  projected,  including,
but not  limited  to,  those  set  forth in the  section  entitled  "Potential
Factors  Affecting  Future Operating  Results,"  below.  Readers are cautioned
not to place undue  reliance on these  forward-looking  statements  that speak
only as of the date hereof.  The Company  undertakes no obligation to publicly
release any revisions to these forward-looking  statements that may be made to
reflect  events or  circumstances  after the date  hereof  or to  reflect  the
occurrence of unanticipated events.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE- AND NINE-MONTH  PERIODS ENDED  SEPTEMBER 30, 1998 AND
1997

Total revenue for the three- and nine-month  periods ended  September 30, 1998
decreased $152,000, or 3%, and increased $639,000,  or 5%, respectively,  when
compared to the same periods in 1997. The decrease for the three-month  period
was due to the sale of  Carmel  Mountain  Gateway  Plaza on July 1 1998 and an
increase in vacant space at the Shores  office  complex.  The increase for the
nine-month  period  was  primarily  due  to  rental  revenue  provided  by the
Hathaway and Tanon Buildings acquired in 1997.

Total expenses for the three- and nine-month  period ended  September 30, 1998
increased $206,000, or 6%, and $972,000, or 10%,  respectively,  when compared
to the same periods in 1997.  The  increase  for both periods was  primarily a
result of the  acquisition  of the Hathaway and Tanon  Buildings and increased
general and administrative expenses.

General  and  administrative  expenses  for  the  three-month  and  nine-month
periods ended September 30, 1998,  increased $208,000,  or 187%, and $431,000,
or 104%,  respectively,  when  compared  to the  same  periods  in  1997.  The
increases  were  primarily  the result of legal fees  incurred with respect to
the pending  legal  actions that are  described in Note 3 to the  accompanying
financial  statements  and with  respect to the  Company's  evaluation  of its
strategic alternatives.

The increase in net income for the three- and nine-month  periods under review
was  primarily  due to changes in revenues  and expenses  described  above and
also the gains recorded on the sale of real estate.




                         FRANKLIN SELECT REALTY TRUST


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS
      (Continued)

LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, cash and cash equivalents  aggregated  $2,893,000.  The
Company  believes  this amount is adequate  to meet its  short-term  operating
cash  requirements.   The  Company  also  holds  $412,000  in  mortgage-backed
securities  and has access to a revolving  line of credit in the amount of $25
million,  of which $24.2 million  remains  available as of September 30, 1998.
At September 30, 1998,  the  outstanding  balance under the Company's  line of
credit was  $800,000.  Borrowings  under the line of credit  bear  interest at
the  London  Interbank  Offered  Rate  plus  1.90%,  or at Bank  of  America's
Reference  Rate at the Company's  option.  At September 30, 1998, the weighted
average  interest  rate of  borrowings  under the line of credit was 7.5%.  In
July 1998, the Company paid down $6,300,000 of the outstanding  balance on its
line of credit and  $2,300,000  on other debt secured by the property from the
proceeds  received from the sale of Carmel Mountain Gateway Plaza as described
in Note 3 to the accompanying financial statements.

Net cash  provided by operating  activities  for the  nine-month  period ended
September  30,  1998 was  $7,117,000.  The  increase  in this  cash  flow when
compared to the same period in the prior year was  primarily  attributable  to
the changes in revenues and expenses discussed above.

The changes in net cash provided by investing and financing  activities during
the nine-month  period ended  September 30, 1998  primarily  resulted from the
sale of real estate in January and July 1998 and  repayment  of Company  notes
and bonds payable.

Management  continues to evaluate  properties for  acquisition by the Company.
The Company expects to fund the cost of  acquisitions,  capital  expenditures,
costs  associated  with lease  renewals and  reletting of space,  repayment of
indebtedness,   and   development  of  properties  from  (i)  cash  flow  from
operations,  (ii) borrowings under its line of credit and, if available, other
indebtedness  (which may include  indebtedness  assumed in acquisitions),  and
(iii) the issuance of partnership  interests in connection with  acquisitions.
The Company's  operating  cash flow has been its  principal  source of capital
for minor  property  improvements,  leasing costs and the payment of quarterly
distributions.

The Special  Committee of the Board of Directors is  continuing  its review of
the strategic alternatives available to the Company.

Management  does not believe that the outcome of the  litigation  described in
Note  4 to the  accompanying  financial  statements  will  have  a  materially
adverse effect on the Company's  financial  condition,  results of operations,
or cash flows.



                         FRANKLIN SELECT REALTY TRUST


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS
      (Continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

Management  believes that the Company's  sources of capital as described under
Liquidity and Capital  Resources  are adequate to meet its liquidity  needs in
the foreseeable future.

IMPACT OF INFLATION
The  Company's  policy  of  negotiating  leases  which  incorporate  operating
expense  "pass-through"  provisions is intended to protect the Company against
increased operating costs resulting from inflation.

CASH DISTRIBUTION POLICY
Distributions  are  declared  quarterly  at the  discretion  of the  Board  of
Directors.  The Company's present  distribution policy is to at least annually
evaluate  the  current  distribution  rate  in  light  of  anticipated  tenant
turnover over the next two or three years,  the estimated  level of associated
improvements and leasing commissions,  planned capital expenditures,  any debt
service  requirements  and the Company's other working  capital  requirements.
After balancing these  considerations,  and considering the Company's earnings
and cash flow, the level of its liquid  reserves and other  relevant  factors,
the Company seeks to establish a distribution rate which:

      i)    provides a stable  distribution  which is  sustainable
            despite   short-term   fluctuations  in  property  cash
            flows;
      ii)   maximizes   the  amount  of  cash  flow  paid  out  as
            distributions   consistent   with  the   above   listed
            objective; and
      iii)  complies  with the Internal  Revenue Code  requirement
            that a REIT annually pay out as distributions  not less
            than 95% of its taxable income.

During the nine month period ended  September 30, 1998,  the Company  declared
distributions related to the Series A common stock totaling $4,410,000.

FUNDS FROM OPERATIONS
The Company  considers  funds from  operations  to be a useful  measure of the
operating performance of an equity REIT because,  together with net income and
cash flows, funds from operations  provides investors with an additional basis
to evaluate  the ability of a REIT to support  general  operating  expense and
interest  expense before the impact of certain  activities,  such as gains and
losses  from  property  sales  and  changes  in the  accounts  receivable  and
accounts  payable.  However,  it does not measure whether income is sufficient
to fund all of the  Company's  cash needs  including  principal  amortization,
capital   improvements  and   distributions   to   stockholders.   Funds  from
operations  should not be considered an alternative to net income or any other
GAAP  measurement of performance,  as an indicator of the Company's  operating
performance or as an alternative  to cash flows from  operating,  investing or
financing  activities  as a measure of  liquidity.  As defined by the National
Association of Real Estate  Investment  Trusts,  funds from  operations is net
income  (computed in  accordance  with GAAP),  excluding  gains or losses from
debt restructuring and sales of property,  plus depreciation and amortization,
and after adjustment for  unconsolidated  joint ventures.  The Company reports
funds from  operations in accordance with the revised NAREIT  definition.  The
measure  of funds  from  operations  as  reported  by the  Company  may not be
comparable  to  similarly  titled  measures  of other  companies  that  follow
different definitions.



                         FRANKLIN SELECT REALTY TRUST


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS
      (Continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

FUNDS FROM OPERATIONS (Continued)

                                           For the Nine Months
                                                  Ended
                                              September 30,
(In thousands)                                  1998       1997
- ----------------------------------------------------------------

Net income                                    $3,434     $3,248
Add: Depreciation and amortization             3,016      2,968
Less: Gain on sale of property                 (552)          -
- ----------------------------------------------------------------

Funds from Operations                         $5,898     $6,216
================================================================

The primary  difference between the periods reflects the changes in net income
as discussed under "Results of Operations".

POTENTIAL FACTORS AFFECTING FUTURE OPERATING RESULTS

LEASING TURNOVER
In  connection  with any lease  renewal or new lease,  the  Company  typically
incurs costs for tenant  improvements  and leasing  commissions  which will be
funded first from  operating  cash flow and, if necessary,  from cash reserves
or the line of credit.  In addition,  while the Company has historically  been
successful  in renewing and  releasing  space,  the Company will be subject to
the risk that  leases  expiring  in the future may be renewed or  released  at
terms that are less favorable than current lease terms.

LEASING TURNOVER - DATA GENERAL BUILDING
Over the next twelve months,  the Company's greatest leasing exposure consists
of one  lease at the  Data  General  Building  covering  approximately  34,000
square feet,  which  expires in January  1999.  The tenant has  announced  its
intention  to vacate the  property  at that time.  The lease  carries a triple
net rental rate that is equivalent to approximately  $34.50 per square foot on
a full  service  basis.  Compared  to the  estimated  current  market  rate of
approximately  $22.80 per square foot, this lease provides over-market rent of
approximately  $397,000 annually, or 2% of the Company's current annual rental
revenue  based on  annualizing  the total  rental  revenue for the nine months
ended  September  30,  1998.  It is not possible to predict the rental rate at
which new leases will be signed;  however, the Company expects that the rental
income  related to this space  will be less than the  existing  rate of $34.50
per square foot.  In addition,  there will likely be a period of time that the
space is  vacant  between  tenants.  The  Company  will also  incur  costs for
tenant  improvements and leasing  commissions related to re-leasing the space,
however, the amounts are unknown at this time.

YEAR 2000
The Company has evaluated whether its computer systems,  including on-site and
embedded  systems,  and those of third parties with whom the Company interacts
will  function  properly  by, at or during  the year  2000.  The  Company  has
determined  certain of its own systems are not currently year 2000  compliant.
Management  has a plan to  replace or upgrade  these  systems  within the next
twelve  months.  The Company  does not expect that the costs  associated  with
these  replacements  or upgrades will have a materially  adverse impact on its
financial  position,  results of operations  or cash flows in future  periods.
However,  failure  to  successfully  replace or upgrade  these  systems  could
result in material disruptions to its business.

                         FRANKLIN SELECT REALTY TRUST


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS
      (Continued)

POTENTIAL FACTORS AFFECTING FUTURE OPERATING RESULTS (Continued)

YEAR 2000 (Continued)

The Company is managed and advised by certain affiliates of Franklin
Resources, Inc. It is reliant on these entities for its basic computer
network and certain other applications. The Company is also reliant on a
third-party transfer agent for maintaining its basic shareholder records.
Management is monitoring the progress of these entities in achieving year
2000 compliance and does not currently anticipate a materially adverse impact
on the Company's business as a result of their non-compliance.



                         FRANKLIN SELECT REALTY TRUST

                         PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

   Exhibit
   NO.      LIST OF EXHIBITS                                            FOOTNOTE
  3.1   Articles of Incorporation                                            (1)
  3.2   First Amendment to Articles of Incorporation                         (2)
 3.2a   Second Amended and Restated Bylaws of Franklin Select Realty Trust   (2)
 10.1   Amended and Restated Advisory Agreement
 10.2   Property Management Agreement                                        (3)
 10.3   Agreement of Limited Partnership of FSRT, L.P. between the Company
        and                                                                  (4)
        Northport Associates No. 18, a California limited liability company,
        dated as October 30, 1996.
 10.4   Contribution Agreement, dated as of October 30, 1996, between FSRT,
        L.P., the Company, Northport Associates No. 18, a California limited (4)
        liability company, and the members of Northport Associates No. 18.
 10.5   Exchange Rights Agreement, dated as of October 30, 1996, among the
        Company,                                                             (4)
        FSRT L.P., and Northport Associates No. 18, a California limited
        liability company.
 10.6   Registration Rights Agreement, dated as of October 30, 1996, among
        the Company and Northport Associates No. 18, a California limited    (4)
        liability company.
 10.7   Secured line of credit loan agreement, dated December 10, 1996, by
        and between the Company and Bank of America.


    FOOTNOTES
   (1)   Documents were filed in the Company's Form S-11 Registration
         Statement, dated March 30, 1989 (Registration No. 033-26562) and are
         incorporated herein by reference.
   (2)   Documents were filed in the Company's Form S-4 Registration
         Statement, dated November 13, 1995, (Registration No. 033-64131),
         and are incorporated herein by reference.
   (3)   Documents were filed in the Company's Form 10-K for the year ended
         December 31, 1994, and are incorporated herein by reference.
   (4)   Documents were filed in the Company's Form 8-K, dated October 31,
         1996, and are incorporated herein by reference.


(b)      Reports on Form 8-K - There were no reports on form 8-K filed during
         the quarter ended September 30, 1998.

                                  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.




                                    FRANKLIN SELECT REALTY TRUST


                                    By: /S/  DAVID P. GOSS
                                             -----------------------
                                             David P. Goss
                                             Chief Executive Officer


                                    Date:   NOVEMBER 13, 1998
                                            ------------------------




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THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REGISTRANT'S
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