<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from ________________ to ________________
Commission file number 1-10641
MILESTONE PROPERTIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 65-0158204
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5200 TOWN CENTER CIRCLE, BOCA RATON FLORIDA 33486
(Address of principal executive offices)
(561) 394-9533
(Issuer'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 past 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
----- -----
As of August 9, 1996, 4,520,085 shares of the registrant's common stock, par
value $.01 per share, and shares of the registrant's $.78 Convertible Series A
preferred stock, par value $.01 per share, were outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
Part I: Financial Information
Item 1. Financial Statements
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1996
<TABLE>
<CAPTION>
June 30, 1996
-------------
<S> <C>
Assets:
Current Assets:
Cash and cash equivalents $ 1,341,323
Loans receivable 1,711,314
Accounts receivable 920,492
Accrued interest receivable 5,281,766
Due from related party 363,092
Prepaid expenses and other 409,284
Reverse repurchase agreements 37,785,262
Available-for-sale securities 43,216,852
Income tax refund receivable 121,038
-------------
Total current assets 91,150,423
Property, improvements and equipment, net 19,008,697
Mortgages receivable 74,429,721
Deferred income tax asset 2,373,568
Investment in affiliate 4,500,000
Management contract rights, net 485,224
Goodwill and organizational cost, net 265,839
-------------
Total assets $ 192,213,472
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 815,898
Accured interest payable 1,474,735
Net lease payable 7,927,944
Income taxes payable 2,528,182
Loans payable 31,971,152
Treasury notes sold short 37,066,281
-------------
Total current liabilities 81,784,192
Mortgages and notes payable 79,044,483
-------------
Total liabilities 160,828,675
-------------
Commitments and Contingencies
Stockholders' equity:
Common stock ($.01 par value, 10,000,000 shares authorized,
4,495,918 issued and outstanding: 692,591 shares in treasury) 44,959
Preferred stock (Series A $.01 par value, 10,000,000 shares
authorized, 3,407,181 shares issued and outstanding) 34,072
Additional paid-in surplus 48,112,412
Unrealized holding loss - available-for-sale securities
(Net of tax benefit of $616,432) (925,255)
Accumulated deficit (12,434,047)
Shares held in Treasury - at cost (3,447,344)
-------------
Total stockholders' equity 31,384,797
-------------
Total liabilities and stockholders' equity $ 192,213,472
=============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
For the Three Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Revenues:
Rent $ 2,868,250 $ 2,293,005
Interest Income 4,545,626 1,611,308
Revenue from management company operations 202,908 311,622
Tenant reimbursements 259,195 209,746
Management and reimbursement income 279,503 122,815
Percentage rent 43,776 248,373
Amortization of discount - available-for-sale securities 66,457 146,746
Unrealized gain/(loss) on treasury notes sold short 1,124,295 (1,462,506)
Gain on Sale of property 495,012 0
Gain on Sale of available-for-sale securities 0 725,959
------------- -------------
Total revenues 9,885,022 4,207,068
------------- -------------
Expenses:
Master lease expense 3,801,156 0
Interest expense 3,101,675 1,995,189
Depreciation and amortization 180,831 670,729
Salaries, general and administration 1,329,759 787,969
Property expenses 507,088 297,116
Expenses for management company operations 303,089 118,096
Professional fees 327,927 280,306
------------- -------------
Total expenses 9,551,525 4,149,405
------------- -------------
Income before income taxes 333,497 57,663
Provision for income taxes 155,511 175,429
------------- -------------
Net income (loss) 177,986 (117,766)
Distributions on preferred stock 0 (685,078)
------------- -------------
Earnings (deficit) attributable to common stockholders $ 177,986 $ (802,844)
============= =============
Earnings (deficit) per share of common stock $ 0.05 $ (0.69)
============= =============
Weighted average number of shares of common stock 3,793,783 1,160,330
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
For the Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Revenues:
Rent $ 5,808,214 $ 4,613,307
Interest Income 8,625,141 3,000,893
Revenue from management company operations 382,619 627,587
Tenant reimbursements 607,860 506,770
Management and reimbursement income 557,725 230,502
Percentage rent 61,980 327,351
Amortization of discount - available-for-sale securities 126,510 283,908
Unrealized gain/(loss) on treasury notes sold short 2,441,533 (2,892,244)
Gain on Sale of property 495,012 0
Gain on Sale of available-for-sale securities 0 725,959
------------ ------------
Total revenues 19,106,594 7,424,033
------------ ------------
Expenses:
Master lease expense 7,765,133 0
Interest expense 5,459,295 3,915,421
Depreciation and amortization 364,162 1,419,949
Salaries, general and administration 2,072,817 1,620,131
Property expenses 1,211,554 646,540
Expenses for management company operations 539,415 254,668
Professional fees 614,628 419,193
------------ ------------
Total expenses 18,027,004 8,347,902
------------ ------------
Income (loss) before income taxes 1,079,590 (923,869)
Provision (benefit) for income taxes 439,025 (181,924)
------------ ------------
Net income (loss) 640,565 (741,945)
Distributions on preferred stock 0 (1,380,541)
------------ ------------
Earnings (deficit) attributable to common stockholders $ 640,565 $ (2,122,486)
============ ============
Earnings (deficit) per share of common stock $ 0.17 $ (1.83)
============ ============
Weighted average number of shares of common stock 3,793,783 1,160,330
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statement
<PAGE>
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 640,565 $ (741,945)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation and amortization 364,162 1,419,949
Deferred income (benefit) taxes 1,088,502 (1,312,542)
Unrealized (gain)/loss on treasury notes sold short (2,441,533) 2,892,244
Amortization of discount available-for-sale securities (126,510) (283,908)
Realized gain on sale of available-for-sale securities 0 (725,959)
Gain on sale of property (495,012) 0
Change in operating assets and liabilities net:
Decrease in accounts receivable 664,089 48,736
(Increase) decrease in due from related party (206,958) 243,531
Decrease in mortgage receivable interest 5,779,833 0
Decrease (increase) in prepaid expenses and other 81,360 (799,496)
Decrease in accrued litigation settlement expenses (215,000) (215,000)
(Decrease) increase in accrued expenses (912,239) 61,456
Increase in accrued interest payable (122,100) 0
Decrease in net lease payable (7,864,787) 0
(Decrease) increase in income taxes payable (767,687) 290,431
Decrease in due to related party (97,124) 0
------------- -------------
Net cash (used in) provided by operating activities (4,630,439) 877,497
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal repayments on loans receivable 26,733 59,855
Principal repayments on mortgages receivable 4,747,664 0
Proceeds from the sale of property 2,157,439 0
Proceeds from the sale of available-for-sale securities 0 11,563,909
Proceeds from redemption of investment in affiliate 2,000,000 0
Purchase of available-for-sale securities (8,452,060) (15,767,592)
Proceeds from treasury notes payable 9,203,125 0
Purchase of reverse repurchase agreements (9,601,171) (3,074,996)
------------- -------------
Net cash provided by (used in) investing activities 81,730 (7,218,824)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to preferred stockholders (666,622) (1,380,541)
Principal payments on mortgages and notes payable (2,967,583) (582,038)
Proceeds from loans payable 6,339,045 16,075,193
Principal payments on loans payable (1,818,847) (7,614,148)
Proceeds from line of credit facility 0 1,245,239
Amounts received (paid) on treasury notes payable 2,441,533 (2,892,244)
Payments to common and preferred stock claimants 0 1,656
------------- -------------
Net cash provided by financing activities 3,327,526 4,853,117
------------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,221,183) (1,488,210)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,562,506 1,819,204
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,341,323 $ 330,994
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 4,812,167 $ 4,058,304
============= =============
Cash paid during the period for income taxes $ 117,723 $ 661,740
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
MILESTONE PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying financial statements of Milestone Properties, Inc
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Rule 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
financial statements as of June 30, 1996 and 1995 are unaudited. The results of
operations for the interim periods are not necessarily indicative of the
results of operations for the fiscal year. Certain information for 1995 has
been reclassified to conform to the 1996 presentation. For further information,
refer to the financial statements and footnotes included thereto in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995.
Acquisitions and Disposition of Real Estate Related Assets
On March 25, 1996, Milestone Asset Management, Inc. ("MAMI"), one of
the Company's wholly-owned subsidiaries, purchased, in a negotiated
transaction, $9,599,500 of the BB rated Class of Series 1995-C1 commercial
mortgage pass-through certificates (the "Certificates") from Merrill Lynch
Mortgage Investors, Inc. ("MLMI"), an unaffiliated third party, for $8,452,060
including accrued interest. MAMI used $2,113,015 of available cash and borrowed
the remaining amount of $6,339,045 from MLMI. Concurrent with this purchase
MAMI entered into a transaction to mitigate the interest rate risk associated
with the purchase of the Certificates. MAMI sold short $9,500,000 par value of
5.75% U.S. Treasury Notes maturing August 15, 2003, and invested the proceeds
in repurchase contracts.
As of April 30, 1996, the Company terminated, by written notice, the
master lease on the Property located in Chili, New York (the "Chili Lease"). As
a result of the termination of the Chili Lease, the Company, the tenant under
such lease, assigned all of its rights, title and interest in the Chili
Property to Valley Plaza Associates ("VPA"), the landlord under the Chili
Lease, and VPA assumed all of the Company's related obligations under the Chili
Lease.
On May 24, 1996, the Company recognized its position in the mortgage
receivable on the property located in Roanoke, Virginia as a result of the sale
(the "Sale") of such property by its owners. The sale price was approximately
$2,150,000, resulting in a book gain of $495,012 to the Company.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
Results of Operations
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
Revenues for Milestone Properties, Inc. (the "Company") for the second
quarter of 1996 increased by $5,677,954 or 135% to $9,885,022, primarily due
to: (1) an increase in interest income and other income of $2,934,318 resulting
from (a) mortgages receivable interest of approximately $2,640,000; and (b)
interest income relating to the mortgage backed security purchased in March
1996 of approximately $326,000 ; (2) an increase in rental income of $575,245
due to the acquisition (the "Acquisition") of three fee properties and net
leases on thirty-two properties (together, the "Assets") in October 1995; (3)
an increase in management and reimbursement income of $156,688 resulting from
an asset management agreement entered into in November 1995; (4) an unrealized
holding gain on U.S. Treasury Notes (the "Treasury Notes") sold short of
$1,124,295 for the second quarter of 1996 compared to a same quarter $1,462,506
unrealized holding loss for such securities in 1995; (5) a non-recurring gain
of $495,012 on the Sale of the property located in Roanoke, Virginia in May
1996; and (6) offset by a non-recurring gain of $725,959 on the sale of
available-for-sale securities in June 1995.
Operating expenses increased by $4,785,532 or 322% to $6,169,019,
primarily due to: (1) master lease expense of $3,801,156 on thirty-two
properties for the second quarter of 1996 resulting from the Acquisition; (2)
an increase in property expenses of $209,972 due to the Acquisition; (3) an
increase in expenses for management company operations of $184,993 resulting
from additional employees; and (4) in April 1996 the compensation committee of
the Board of Directors approved executive bonuses of approximately $401,000.
Interest expense increased by $1,106,486 or 55% to $3,101,675
primarily due to: (1) debt service on the assets acquired in October 1995; and
(2) additional interest charges relating to the mortgage backed security
purchased in March of 1996.
Depreciation and amortization decreased by $489,898 or 73% to
$180,831, primarily due to: (1) a decrease in depreciable real estate assets
from eighteen properties in 1995 to three properties for 1996, amounting to a
decrease in property depreciation of approximately $480,000; and (2) a decrease
in amortization of management contract rights from the first quarter of 1995
compared to the first quarter of 1996 of approximately $46,000.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Revenues for the first six months of 1996 increased by $11,682,561 or
157% to $19,106,594, primarily due to: (1) an increase in interest income and
other income of $5,624,248 resulting from (a) mortgages receivable interest of
approximately $5,280,000; and (b) interest income relating to the mortgage
backed securities purchased in June 1995 and March 1996 of approximately
$474,000 ; (2) an increase in rental income of $1,194,907 due to the
Acquisition; (3) an increase in management and reimbursement income of $327,223
resulting from an asset management agreement entered into in November 1995; (4)
an unrealized holding gain on U.S. Treasury Notes (the "Treasury Notes") sold
short of $2,441,533 for the first six months of 1996 compared to an unrealized
holding loss of $2,892,244 for such securities in the same period of 1995; (5)
a non-recurring gain of $495,012 on the Sale of the property located in
Roanoke, Virginia in May 1996; and (6) offset by a non-recurring gain of
$725,959 on the sale of available-for-sale securities in June 1995.
<PAGE>
Operating expenses increased by $9,191,015 or 305% to $12,203,547,
primarily due to: (1) master lease expense of $7,765,133 on thirty-two
properties for the first six months of 1996 resulting from the Acquisition; (2)
an increase in property expenses of $565,014 due to the additional properties
acquired in the Acquisition; (3) an increase in expenses for management company
operations of $284,747 resulting from additional employees; and (4) in April
1996 the compensation committee of the Board of Directors approved executive
bonus' of approximately $401,000.
Interest expense increased by $1,543,874 or 39% to $5,459,295,
primarily due to: (1) debt service on the assets acquired in the Acquisition in
October 1995; and (2) additional interest charges relating to the mortgage
backed security purchased in June 1995 and March 1996.
Depreciation and amortization decreased by $1,055,787 or 74% to
$364,162, primarily due to: (1) a decrease in depreciable real estate assets
from three properties for the first six months of 1996 compared to eighteen
properties for the same period in 1995, amounting to a decrease in property
depreciation of approximately $960,000; and (2) a decrease in amortization of
management contract rights from the first six months of 1995 compared to the
same period in 1996 of approximately $126,000.
Liquidity and Capital Resources
The Company will derive from Union Property Investors, Inc. ("UPI"), a
former subsidiary of the Company which the Company spun off in November 1995, a
significant portion of the cash flow needed to fund the Company's obligations
and its real estate investment and development activities. Such cash flow will
be primarily attributable to the dividend and redemption proceeds the Company
expects to receive (1) as the holder of all of the 450,000 issued and
outstanding shares of UPI preferred stock, par value $.01 per share and a $10
per share redemption value and liquidation preference (the "UPI Preferred
Stock"), and (2) from the fees to be paid by UPI to the Company for
administrative and property management services to be provided by the Company
to UPI. As a result of UPI's redemption of $2,000,000 of the UPI Preferred
Stock on March 22, 1996, the annual dividend rate on the UPI Preferred Stock
decreased from 9% to 8% effective January 1, 1996. On July 1, 1996, UPI
redeemed $270,833 of the UPI Preferred Stock. The 8% dividend rate will be in
effect to the extent that a minimum of $270,833 of the UPI Preferred Stock is
redeemed quarterly.
The Company also expects, to the extent necessary, to have adequate
sources of cash and/or cash producing assets to meet the expected future
liquidity needs arising from the fluctuations of gain or loss inherent when
marking to market, monthly, the assets and liabilities associated with the
investment activities of Milestone Asset Management, Inc., one of the Company's
wholly-owned subsidiaries.
The Company's existing borrowings and the encumbrances on the
properties securing those borrowings may inhibit the Company or result in
increased costs in connection with the Company's ability to incur future
indebtedness and/or raise substantial equity capital in the marketplace.
Cash Flows
Net cash used by operating activities of $4,630,439 for the six months
ended June 30, 1996 included: (1) net income of $640,565; (2) adjustments of
($1,610,391) for non-cash items; and (3) net decrease of $3,660,613 in
operating assets and liabilities. Net cash used by operating activities of
$877,497 for the six months ended June 30, 1995 included: (1) net loss of
$741,945; (2) adjustments for non-cash items of $1,989,784; and (3) net
decrease of $370,342 in operating assets and liabilities.
<PAGE>
Net cash provided by investing activities of $81,730 for the six
months ended June 30, 1996 included: (1) principal repayments of $4,774,397 on
loans and mortgages receivable; (2) proceeds of $2,000,000 from redemption of
investment in affiliate; (3) purchase of $8,452,060 of available-for-sale
securities; (4) proceeds from U.S. Treasury Notes sold short of $9,203,125; (5)
purchase of $ 9,601,171 of reverse repurchase agreements; and (6) proceeds of
$2,157,439 from the sale of property. Net cash used in investing activities of
$7,218,824 for the six months ended June 30, 1995 included: (1) principal
repayments of $59,855 on loans receivable; (2) purchase of $15,767,592 of
available-for-sale securities; (3) proceeds of $11,563,909 from the sale of
available-for-sale securities and (4) purchase of $3,074,996 of reverse
repurchase agreements.
Net cash provided by financing activities of $3,327,526 for the six
months ended June 30, 1996 included: (1) distributions of $666,622 paid to
preferred stockholders; (2) principal payments of $2,967,583 on mortgages and
notes payable; (3) proceeds of $6,339,045 from loans payable; (4) principal
payments of $1,818,847 on loans payable; and (5) $2,441,533 received on U.S.
Treasury Notes payable. Net cash provided by financing activities of $4,853,117
for the six months ended June 30, 1995 included: (1) distributions of
$1,380,541 paid to preferred stockholders; (2) principal payments of $582,038
on mortgages and notes payable; (3) proceeds of $16,075,193 from loans payable;
(4) principal payments of $7,614,148 on loans payable; (5) $2,892,244 paid on
U.S. Treasury Notes payable; (6) proceeds of $1,245,239 from a line of credit
facility; and (7) payments of $1,656 to common and preferred stock claimants.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On January 30, 1996, the Company, its Board of Directors and Concord
Assets Group, Inc. ("Concord") were named as defendants in an action commenced
in the Court of Chancery of the State of Delaware. Concord, together with its
affiliates, owns approximately 75% of the Company's common stock, par value
$.01 per share (the "Common Stock"), and its executive officers and directors
are also executive officers and directors of the Company. The plaintiff, a
holder of the Company's $.78 Convertible Series A preferred stock, par value
$.01 per share (the "Series A Preferred Stock"), purports to bring this action
on behalf of himself and other Series A Preferred Stockholders in connection
with (i) the Acquisition, (ii) the Company's transfer (the "Transfer") in
October 1995 of sixteen of its retail properties (the "UPI Properties") to UPI,
and (iii) the Company's distribution (the "Distribution") in November 1995 of
all of the shares of UPI's common stock to the holders of the Common stock on a
share-for-share basis and for no consideration. The defendants moved to dismiss
the plaintiff's complaint and, thereafter, the plaintiff amended his original
complaint to allege that (i) the Transfer required the approval of a majority
of the Company's stockholders entitled to vote thereon, which was not obtained,
(ii) the defendants violated the Certificate of Designations for the Series A
Preferred Stock (the "Certificate of Designations") by not enabling the Series
A Preferred Stockholders to convert their stock into shares of UPI stock, (iii)
the defendants breached their fiduciary duties by timing the Distribution to
occur after an adjustment to the conversion ratio and after the cumulative
period for the payment of dividends on the Series A Preferred Stock had ended,
(iv) following the Distribution, the defendants did not make a "good faith
attempt" in their recalculation of the conversion ratio of the Series A
Preferred Stock pursuant to the Certificate of Designations, and (v) the
Acquisition, the Transfer and the Distribution were substantively and
procedurally unfair to the Company, the Series A Preferred Stockholders and the
Common Stockholders (other than certain defendants). The plaintiff seeks, among
other things, certification of the lawsuit as a class action on behalf of all
of the Series A Preferred Stockholders and rescission of the Acquisition, the
Transfer and the Distribution and/or damages. The Company and the other
defendants intend to defend vigorously this action and have moved to dismiss
the amended complaint.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibit is included herein:
Exhibit 27 - Financial Data Schedule Article 5 included for Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) purposes only. This
Schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of revenues
and expenses and is qualified in its entirety by reference to such
financial statements.
(b) No reports on form 8-K were filed during the quarter for which
this report is being filed.
<PAGE>
SIGNATURES
In accordance with 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.
MILESTONE PROPERTIES, INC.
(Registrant)
Date: August 9, 1996 /s/ Robert A. Mandor
-------------------------------------
Robert A. Mandor
President and Chief Financial Officer
Date: August 9, 1996 /s/ Joan LeVine
-------------------------------------
Joan LeVine
Senior Vice President, Treasurer
and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,341,323
<SECURITIES> 81,002,114
<RECEIVABLES> 82,706,385
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 91,150,423
<PP&E> 24,457,491
<DEPRECIATION> 5,448,794
<TOTAL-ASSETS> 192,213,472
<CURRENT-LIABILITIES> 81,784,192
<BONDS> 0
<COMMON> 44,959
0
34,072
<OTHER-SE> (31,305,766)
<TOTAL-LIABILITY-AND-EQUITY> 191,213,472
<SALES> 0
<TOTAL-REVENUES> 19,106,594
<CGS> 0
<TOTAL-COSTS> 12,567,709
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,459,295
<INCOME-PRETAX> 1,079,590
<INCOME-TAX> 439,025
<INCOME-CONTINUING> 640,565
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 640,565
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.00
</TABLE>
