<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period Commission file number:
ended MARCH 31, 1996 0-20352
-------------- -----------------------
ALLIED CAPITAL COMMERCIAL CORPORATION
- - --------------------------------------------------------------------------------
(exact name of Registrant as specified in its charter)
MARYLAND 52-1777868
- - ----------------------- ----------------------
(State or jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
C/O ALLIED CAPITAL ADVISERS, INC.
1666 K STREET, N.W.
9TH FLOOR
WASHINGTON, DC 20006
-----------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 331-1112
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as 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
--- -----
On May 3, 1996 there were 13,855,211 shares outstanding of the Registrant's
common stock, $0.0001 par value.
<PAGE> 2
ALLIED CAPITAL COMMERCIAL CORPORATION
FORM 10-Q INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1996
and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Consolidated Statement of Income - For the Three Months Ended
March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statement of Cash Flows - For the Three Months Ended
March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
PART I - Financial Information
Item 1. Financial Statements
ALLIED CAPITAL COMMERCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands, except number of shares)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
(unaudited)
<S> <C> <C>
Assets
Investments in mortgage loans, net . . . . . . . . . . . . . . . $324,985 $273,510
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 4,531 12,668
Note receivable from affiliate . . . . . . . . . . . . . . . . . 1,101 4,751
Accrued interest receivable . . . . . . . . . . . . . . . . . . . 4,549 3,804
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 13,198 3,158
-------- ---------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 348,364 $ 297,891
======== ========
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 141,190 $ 98,625
Investment management fee payable . . . . . . . . . . . . . . . . 1,760 1,628
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . -- 2,323
Accounts payable and other liabilities . . . . . . . . . . . . . 8,996 2,551
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . 6,716 6,040
Commitments and Contingencies
Shareholders' Equity
Common stock, $0.0001 par value, 50,000,000 shares
authorized; 13,849,878 and 13,733,787 shares issued and
outstanding at 3/31/96 and 12/31/95 . . . . . . . . . . . . . . 1 1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 194,403 192,251
Notes receivable from sale of common stock . . . . . . . . . . . (4,391) (4,419)
Accumulated distributions in excess of net income . . . . . . . . (311) (1,109)
-------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . 189,702 186,724
-------- --------
Total liabilities and shareholders' equity . . . . . . . . . . $ 348,364 $ 297,891
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
1
<PAGE> 4
ALLIED CAPITAL COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
---------------------------
1996 1995
-------- --------
<S> <C> <C>
Investment income:
Interest from mortgage loans:
Stated interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,180 $ 5,877
Discount amortization . . . . . . . . . . . . . . . . . . . . . . 1,277 1,078
-------- -------
Total income from mortgage loans . . . . . . . . . . . . . . 9,457 6,955
Interest on temporary investments . . . . . . . . . . . . . . . . . 636 325
-------- -------
Total investment income . . . . . . . . . . . . . . . . . 10,093 7,280
------- -------
Expenses:
Investment management fee . . . . . . . . . . . . . . . . . . . . . 1,760 1,345
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . 1,877 756
Other operating expenses . . . . . . . . . . . . . . . . . . . . . 734 50
-------- -------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . 4,371 2,151
-------- -------
Income before net investment gains . . . . . . . . . . . . . . . . . 5,722 5,129
Net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . 1,808 748
-------- -------
Income before minority interest . . . . . . . . . . . . . . . . . . . 7,530 5,877
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . (675) --
-------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,855 $ 5,877
======= ======
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.50 $ 0.44
======= ======
Weighted average number of shares and
share equivalents outstanding . . . . . . . . . . . . . . . . . . . 13,815 13,222
======== =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
2
<PAGE> 5
ALLIED CAPITAL COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
------------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,855 $ 5,877
Adjustments to reconcile net income to net cash provided by operating
activities:
Discount amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,277) (1,078)
Gain on disposition of investments, net . . . . . . . . . . . . . . . . . . . . (1,808) (969)
Loss on sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . 221
Provision for loan loss reserves . . . . . . . . . . . . . . . . . . . . . . . 400 --
Minority interest in net income . . . . . . . . . . . . . . . . . . . . . . . . 675 --
Amortization of deferred costs . . . . . . . . . . . . . . . . . . . . . . . . 162 5
Changes in assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . (4,256) 582
--------- ---------
Net cash provided by operating activities . . . . . . . . . . . . . . . 751 4,638
--------- ---------
Cash Flows From Investing Activities
Purchase of mortgage loans and accrued interest . . . . . . . . . . . . . . (68,590) (20,698)
Collection of mortgage principal . . . . . . . . . . . . . . . . . . . . . 19,685 10,392
Redemption of U.S. Government securities . . . . . . . . . . . . . . . . . -- 18,466
Collections (advances) under demand note receivable from
affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,650 5,707
--------- ---------
Net cash provided by (used in) investing activities . . . . . . . . . . (45,255) 13,867
--------- ---------
Cash Flows From Financing Activities
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,426) (5,774)
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,900 (12,056)
Payments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (6,335) --
Proceeds from the issuance of common stock . . . . . . . . . . . . . . . . 200 --
Collections on note receivable from sale of stock . . . . . . . . . . . . . 28 21
--------- ---------
Net cash provided by financing (used in) activities . . . . . . . . . . 36,367 (17,809)
--------- ---------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . (8,137) 696
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . 12,668 979
--------- --------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 4,531 $ 1,675
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
3
<PAGE> 6
ALLIED CAPITAL COMMERCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE 1. GENERAL:
In the opinion of management, the accompanying unaudited consolidated
financial statements of Allied Capital Commercial Corporation and its
subsidiaries (the Company) contain all adjustments (consisting of only
recurring accruals) necessary to present fairly the Company's
consolidated financial position as of March 31, 1996 and the results
of operations, and cash flows for the periods indicated. Certain
information and footnote disclosures normally included in the
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these consolidated financial statements
be read in conjunction with the consolidated financial statements and
consolidated notes thereto included in the Company's December 31, 1995
Annual Report. The results of operations for the three months ended
March 31, 1996 are not necessarily indicative of the operating results
to be expected for the full year. Certain reclassifications have been
made to the 1995 consolidated financial statements in order to conform
to the 1996 presentation.
NOTE 2. INVESTMENT MANAGEMENT AGREEMENT.
On May 3, 1996, the Company reached an agreement in principle with
Allied Capital Advisers, Inc ("Advisers") to revise the fee schedule
under the investment management arrangement between those entities.
The revised fee schedule applies to fees payable by the Company
beginning with the quarter ended March 31, 1996, and only applies to
loans originated or purchased by the Company on or after January 1,
1996. All other loans in the Company's portfolio remain subject to
the existing fee schedule.
The revised fee schedule reflects three tiers of management fee
percentages payable to Advisers, based upon a classification of the
outstanding loans (i.e., "Invested Assets") held in the Company's
investment portfolio. This three-tiered schedule is intended to allow
the Company to enter into new business areas. First, the Company will
seek to originate or purchase high credit quality, lower interest rate
loans and to be more cost competitive on these types of loans.
Second, it will seek to originate or otherwise invest, on a limited
basis, in loans secured by real estate with more difficult credit
situations that may offer a higher return to the portfolio.
Class A loans, which have loan-to-value, debt service coverage, and
payment history characteristics that generally are superior to those
of the Company's existing loan portfolio, will incur management fees,
payable quarterly in arrears, at a rate of 1.25% per annum, subject to
adjustment by Advisers to a rate of 1.00% per annum under certain
circumstances.
Class B loans, which have credit characteristics that generally are
comparable to those of the majority of loans held in the Company's
portfolio at December 31, 1995, will incur management fees, payable
quarterly in arrears, at a rate of 2.50% per annum. Most loans fall
into this category, which reflects the existing fee structure for the
Company's portfolio of Invested Assets.
Class C loans, which have credit characteristics that generally are
inferior to those of the Company's loan portfolio at December 31,
1995, will incur management fees, payable quarterly in arrears, at a
rate of 3.50% per annum. These loans are "out of the ordinary,' and
therefore require more sophisticated underwriting and/or closer
monitoring than the majority of the Company's existing loans. Class C
loans either represent "turnaround financing" investments or have a
non-performing or sub-performing payment history. The Company plans
to invest in Class C loans on a limited basis.
The revised fee schedule, however, places a quarterly cap, at a rate
of 2.50% per annum, on the total management fees payable to Advisers
with respect to the Company's holdings of Invested Assets.
Management fees payable to Advisers with respect to the Company's
holdings of cash, cash equivalents, and short-term U.S. government or
agency securities and repurchase agreements collateralized thereby
(i.e., "Cash and Interim Investments") are not affected by the revised
fee schedule. Rather, Cash and Interim Investments will continue to
incur management fees, payable quarterly in arrears, at a rate of
0.50% per annum.
4
<PAGE> 7
ALLIED CAPITAL COMMERCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE 3. MORTGAGE LOANS:
Management, based on an evaluation of numerous factors including, but
not limited to, general and regional economic conditions, credit
concentrations and mortgage collateral values, increased its loan loss
reserve by $400,000 during the first quarter of 1996. As of March 31,
1996, the Company has a total loan loss reserve equal to $1,412,000 or
0.4% of total investments in mortgage loans.
NOTE 4. DISTRIBUTIONS:
The Company's Board of Directors declared a first quarter dividend
equivalent to $0.44 per share. This dividend was paid on March 29,
1996 to shareholders of record as of March 15, 1996. The Company paid
cash of $4,640,000 and distributed new shares of common stock, through
its dividend reinvestment plan, with a value of $1,421,000 for a total
dividend equal to $6,061,000.
NOTE 5. COMMITMENTS AND CONTINGENCIES:
The Company had loan commitments outstanding equal to $12.1 million at
March 31, 1996 to invest in various mortgage loans with prospective
companies.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's net income increased 17% to $6.9 million for the quarter
ended March 31, 1996 compared to $5.9 million in the previous period
of last year. Net income per share was $0.50 and $0.44 for the
quarter ended March 31, 1996 and 1995, respectively. The increase in
the quarter net income this year from the comparable quarter of the
prior year is primarily due to the interest income earned on the
increased commercial mortgage loan portfolio and the amount of
realized gains recognized.
The 1996 first quarter operations include the consolidation of the
operations of Allied Capital Funding, LLC ("Funding"), an 82%-owned
subsidiary of the Company that was established during the fourth
quarter of 1995 for purposes of securitizing a portion of the
Company's loans, and the loans of a private REIT. First quarter 1996
consolidated assets, liabilities and operating results include the
accounts of the Company and Funding, and are offset by the minority
interest in Funding's ownership.
Total investment income for the quarter ended March 31, 1996 increased
39% over the corresponding prior period. The Company's net
investments in mortgage loans have increased $114 million or 54% to
$325.0 million as of March 31, 1996 from $210.8 million at March 31,
1995, of which, $21.3 million represents a growth from consolidating
the minority interest in the mortgage loans of Funding. The growth in
mortgage loans resulted in the substantial growth in total investment
income. The Company has financed its growth in mortgage loans
primarily through the use of leverage.
Total expenses have increased 75% in the current year quarter over the
corresponding period last year. The primary increases in expenses
relate to interest expense and investment management fees. Interest
expense increased 148% to $1.9 million from $0.8 million for the
quarters ended March 31, 1996 and 1995, respectively. Interest expense
has increased because the Company continues to grow its investments in
mortgage loans by utilizing leverage. Total debt has increased to
$141.2 million at March 31, 1996 from $38.0 million at March 31, 1995.
The increase in investment management fees is the result of the
Company increasing its investments in mortgage loans.
On May 3, 1996, the Company reached an agreement in principle with
Allied Capital Advisers, Inc. ("Advisers") to revise the fee schedule
under the investment management arrangement between those entities.
The revised fee schedule applies to fees payable by the Company
beginning with the quarter ended March 31, 1996 and only applies to
loans originated or purchased by the Company on or after January 1,
1996. All other loans in the Company's portfolio remain subject to
the fee schedule in existence in 1995 and prior periods.
The revised fee schedule reflects three tiers of management fee
percentages payable to Advisers, based upon a classification of the
outstanding loans (i.e., "Invested Assets") held in the Company's
investment portfolio. This three-tiered schedule is intended to allow
the Company to enter into new business areas. First, the Company will
seek to originate or purchase high credit quality, lower interest rate
loans, and second, it will seek to originate or otherwise invest, on a
limited basis, in loans secured by real estate with more difficult
credit situations that may offer a higher return to the portfolio.
The revised fee schedule classifies loans into three classes based
upon their respective credit quality and other factors. Fees on the
asset classes range from approximately 1% per annum to 3.5% per annum.
The revised fee schedule, however, places a quarterly cap, at a rate
of approximately 2.50% per annum, on the total management fees payable
to Advisers with respect to the Company's holdings of Invested Assets.
The fee schedule in effect in 1995 and prior years required a fee on
all invested assets at a rate of approximately 2.50% per annum.
Similar to the prior fee schedule, the revised fee schedule calculates
investment management fees on a quarterly basis and fees are payable
quarterly in arrears. The new fee schedule did not alter the fees
charged on cash or temporary investments.
The implementation of the revised fee schedule for the quarter ended
March 31, 1996 effectively reduced investment management fees on new
loans originated by approximately $200,000 for the quarter.
6
<PAGE> 9
Other operating expenses increased $684,000 to $734,000 for the
quarter ended March 31, 1996 as compared to $50,000 for the quarter
ended March 31, 1995. Other operating expenses for the quarter ended
March 31, 1996 include an increase of $400,000 in the Company's loan
loss reserve. As of March 31, 1996, the Company's total loan loss
reserve equals $1.4 million or 0.4% of the total net cost of
investments in mortgage loans.
The Company received mortgage loan payoffs and repayments during the
first quarter of 1996 totaling $19.7 million that resulted in realized
gains of $1.8 million.
The Company's consolidated net income has been reduced by the minority
interest ownership in the net earnings of Funding, which has been
consolidated by the Company. The minority interest equaled $0.7
million for the quarter ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Total investments in mortgage loans increased by $51.2 million, or 19%
to $325.0 at March 31, 1996 from $273.5 at December 31, 1995. This
growth in mortgage loans was primarily financed through borrowings
under the Company's credit facilities and mortgage loan principal
repayments.
Cash and cash equivalents decreased to $4.5 million at March 31, 1996
from $12.7 million at December 31, 1996. During the first quarter of
1996, the Company used $45.3 million in cash for net investing
activities which was funded by draws on its lines of credit. The
Company generated $0.8 million in cash from operations.
The Company's total consolidated indebtedness at March 31, 1996 was
$141.2 million. The Company has outstanding long-term indebtedness of
$92.3 million from Funding's issuance of commercial mortgage
collateralized bonds, and has $48.9 million in outstanding short-term
lines of credit.
It is management's belief that the Company will have access to the
capital resources necessary to expand into new business areas as well
as existing product lines. The Company may seek to obtain additional
funds through additional debt financings or through the use of other
financial instruments. The Company anticipates that adequate cash
will be available to fund its new investments, operating expenses,
debt service obligations and make distributions to shareholders in
accordance with REIT requirements.
7
<PAGE> 10
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is not a defendant in any material pending legal
proceeding and no such material proceedings are known to be
contemplated.
Item 2. CHANGES IN SECURITIES
No material changes have occurred in the securities of the Registrant.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
11 Statement of Computation of Earnings Per Share
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1996.
8
<PAGE> 11
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 thereunder duly authorized.
ALLIED CAPITAL COMMERCIAL CORPORATION
-------------------------------------
(Registrant)
/s/ Jon A. DeLuca
---------------------------------
Date: May 13, 1996 Jon A. DeLuca
Executive Vice President and
Chief Financial Officer
9
<PAGE> 1
Allied Capital Commercial Corporation
Exhibit 11 Computation of Earnings Per Common Share
Form 10-Q
March 31, 1996
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1996 1995
--------------------------
<S> <C> <C>
Primary Earnings Per Common Share:
Net Income $6,855,000 $5,877,000
==========================
Weighted average of common
shares outstanding 13,756,773 13,210,933
Weighted average of common
shares issuable on exercise
of outstanding stock options 58,237 11,246
--------------------------
Weighted average of common
shares outstanding, as adjusted 13,815,010 13,222,179
==========================
Net Income per share $0.50 $0.44
==========================
Fully Diluted Earnings Per Common Share:
Net Income $6,855,000 $5,877,000
==========================
Weighted average common
shares and common share
equivalents as computed for
primary earnings per share 13,815,010 13,222,179
Weighted average of additional
shares issuable on exercise
of outstanding stock options 5,098 -
--------------------------
Weighted average of common
shares outstanding, as adjusted 13,820,108 13,222,179
==========================
Net Income per share assuming full dilution $0.50 $0.44
==========================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet, statements of operations and cash flows and is
qualified in its entirety by reference to such Form 10-Q for the quarter ended
March 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,531
<SECURITIES> 0
<RECEIVABLES> 332,047
<ALLOWANCES> 1,411
<INVENTORY> 0
<CURRENT-ASSETS> 348,364
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 348,364
<CURRENT-LIABILITIES> 10,756
<BONDS> 141,190
0
0
<COMMON> 1
<OTHER-SE> 189,701
<TOTAL-LIABILITY-AND-EQUITY> 348,364
<SALES> 10,093
<TOTAL-REVENUES> 10,093
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,094
<LOSS-PROVISION> 400
<INTEREST-EXPENSE> 1,877
<INCOME-PRETAX> 6,855
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,855
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,855
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0.50
</TABLE>
