UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number: 33-82888C
WELLINGTON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 39-6594066
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
18650 W. Corporate Drive, Suite 300, P.O. Box 0919, Brookfield, Wisconsin
53008-0919
(Address of principal executive offices) (zip code)
Issuer's telephone number: 414-792-8900 Fax number: 414-792-8930
Securities registered under Section 12(b) of the Act: None
Securities registered under to Section 12(g) of the Act: Common Shares, $.01
par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 the filing requirements for the past 90 days. YesX No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year: $3,180,986
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based upon the market price as of March 17, 1998 -
$5,761,602.64
Number of shares of Common Stock outstanding as of March 17, 1998 - 720,200.33
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference: None
Transitional Small Business Disclosure Format(Check one): Yes ;NoX (Added by
Exch Act Rel No. 31905, eff 4/26/93.)
WELLINGTON PROPERTIES TRUST
1997 FORM 10-KSB
TABLE OF CONTENTS
PART I
Page
Item 1 Description of Business I-1
Item 2 Description of Property I-1
Item 3 Legal Proceedings I-2
Item 4 Submission of Matters to a Vote of Securities Holders I-2
PART II
Item 5 Market for Common Equity and Related
Security Holder Matters II-1
Item 6 Management's Discussion and Analysis or Plan of Operation II-1
Item 7 Financial Statements II-4
Item 8 Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure II-4
PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons,
Compliance With Section 16(a) of the Exchange Act III-1
Item 10 Executive Compensation III-3
Item 11 Security Ownership of Certain Beneficial Owners
and Management III-3
Item 12 Certain Relationships and Related Transactions III-4
Item 13 Exhibits and Reports on Form 8-K III-4
SIGNATURES
(i)
<PAGE>
PART I
Item 1. Description of Business.
Wellington Properties Trust (the "Company") is a Maryland real estate
investment trust formed on March 15, 1994 under the Maryland real estate
investment trust law. The Company was formed to acquire, operate and hold
income producing investment real estate. The Company had 696,173.116 common
shares ("Common Shares") outstanding as of December 31, 1997 initially sold
pursuant to a Registration Statement on Form SB-2, effective October 25, 1994
under the Securities Act of 1933 (Registration No. 33-82888C.) The
Registration Statement, including amendments and exhibits and the Definitive
Prospectus dated October 25, 1994, (the "Prospectus") together with all
amendments and supplements thereto is incorporated by reference.
The public offering was terminated on October 25, 1995.
On January 5, 1996, the Company acquired a 72 unit apartment community
located in Schofield, Wisconsin ("Lake Pointe") in exchange for the
assumption of $1,858,342.07 of debt and 167,700 Common Shares.
On December 30, 1996 the Company acquired the final 12 units at Maple Grove
Apartments in Madison, Wisconsin.
On April 10, 1997 the Company sold Forest Downs Apartments in
Fitchburg, Wisconsin for $2,000,000.
Properties owned by the Company will compete with other rental properties
in the Madison, Wisconsin area. The Company is well positioned in the market
and intends to continue offering apartment homes designed to appeal to a broad
cross section of the population.
On December 31, 1997 the Company had 10 employees.
Item 2. Description of Property.
As of December 31, 1997 the Company had acquired an interest in the
properties described below. The transactions were described in the Prospectus,
Post Effective Amendment No. 1 and Forms 8-K dated March 21, 1995, May 3, 1995,
October 5, 1995, January 10, 1996, March 4, 1996 and January 13, 1997 all of
which are incorporated herein by reference.
Location Description of Property/Ownership Interest
Madison, Wisconsin Maple Grove Apartments, 304 unit apartment
community.
The Company owns all of the stock of Maple Grove
Apartment Homes, Inc. which holds a fee simple
interest in this property.
Schofield, Wisconsin Lake Pointe Apartments, 72 unit apartment
community.
The Company owns all of the stock of Lake Pointe
I-1
<PAGE>
Apartment Homes, Inc. which holds a fee simple
interest in this property.
On December 31, 1997 Maple Grove Apartments was encumbered by a mortgage
which secured a mortgage note payable to American Property Financing, Inc. in
the amount of $12,848,890. Lake Pointe Apartments were also encumbered by a
mortgage note payable to Marshall & Ilsley Bank in the principal amount of
$1,838,656.82. Reference is hereby made to Note D of the Company's financial
statements included herewith.
The Properties are generally occupied under leases having a term of one
year or less.
The Properties are all less than 7 years old and therefore there are no
plans for improvements or renovations.
In the opinion of Management the Properties are adequately insured.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
I-2
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) The Company is listed on NASDAQ. The Company has been assigned the
symbol WLPT. The NASDAQ Stock Market or NASDAQ is a highly-regulated
electronic securities market comprised of competing Market Makers
whose trading is supported by a communications network linking them to
quotation dissemination, trade reporting and order execution systems.
This market also provides specialized automation services for screen-
based negotiations of transactions, online comparison of transactions
and a range of informational services tailored to the needs of the
securities industry, investors and issuers.
The NASDAQ Stock Market consists of two distinct market tiers: the
NASDAQ National Market and the NASDAQ SmallCap Market. The NASDAQ
Stock Market is operated by The NASDAQ Stock Market, Inc., a wholly-
owned subsidiary of the National Association of Securities Dealers,
Inc.
(b) As of December 31, 1997, the Company has issued 696,173.116 shares of
Common Stock (612,290.516 to the public and 83,882.600 to an
affiliate). As of December 31, 1997 there were approximately 530
holders of record.
(c) The Company declared quarterly distributions to holders of record
equal to $.2125 for the first two quarters of 1997 and dividends equal
to $.1750 for the last two quarters.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with financial
statements and notes thereto included elsewhere in this Form 10-KSB.
The Company completed its initial offering and acquisition stage on October
25, 1995. construction of the final 60 units at Maple Grove were completed in
the Summer of 1996 and stabilized occupancy was not achieved until Spring of
1997 and thus operational results for 1997 should not be considered indicative
of future results.
Plan of Operation - Business
On January 1, 1997 the Company owned the following properties:
Property Units Location
Forest Downs 34 Fitchburg, WI
Lake Pointe 72 Schofield, WI
Maple Grove 304 Madison, WI
II-1
<PAGE>
On April 10, 1997 Forest Downs was sold to an independent third party
for $2,000,000. The Company originally paid $1,890,000 for Forest Downs
including a brokerage commission of $115,000 and expense reimbursement of
$47,250. The proceeds from the sale were used to reduce debt and for
working capital.
Occupancy at Maple Grove stabilized by the middle of 1997. Lake Pointe
will continue to be owned and operated by the Company consistent with prior
operations.
The Company will continue to look for opportunities to acquire quality
apartment communities located in the State of Wisconsin and elsewhere.
Results of Operations
The Company's net income is generated primarily from the operation of
its apartment communities. At December 31, 1997 the portfolio consisted of
the following:
Property Units Location
Maple Grove 304 Madison, WI
Lake Pointe 72 Schofield, WI
As previously noted, occupancy at Maple Grove did not stabilize until
mid-1997. Nonetheless revenues (excluding) the gain from the sale of Forest
Downs increased 17.7% over 1996 while expenses increased less than 5% and cash
flow increased 46.8%. The following summary should be read in conjunction with
the financial statements included elsewhere in this report.
<TABLE>
<CAPTION>
<S> <C> <C>
Historical Year Ended December 31,
INCOME: 1996 1997
Base Rent 2,967,435 3,256,529
Garage Income 18,881 24,978
Pet Fees 10,494 14,499
Laundry Income 21,671 23,156
Security Settlement Income 23,841 20,768
Miscellaneous 31,621 72,924
Gain on Sale of Assets 0 166,753
Interest Income 9,176 33,443
Uncollectible Rent (4,728) (19,294)
Vacancy (348,688) (267,261)
Rent Concessions (168,318) (145,510)
Total Revenue 2,561,386 3,180,986
EXPENSES:
Operating Expenses 714,074 734,313
Real Estate Taxes 369,493 402,462
Replacements 29,788 49,851
Main Office 89,892 56,855
Administration Fees 54,993 64,092
Management Fees 125,074 144,355
Total Expenses 1,383,314 1,451,928
Cash Flow from Operations 1,178,071 1,729,058
Net Cash Flow Growth 46.8%
II-2
<PAGE>
Liquidity and Capital Resources
Liquidity
The Company's net cash provided by operating activities decreased from
$68,537 in 1996 to $(5,180) in 1997. Cash on hand at December 31, 1997 was
$113,945.
The Company has elected to be taxed as a Real Estate Investment Trust
("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986,
as amended, commencing with its taxable year ended December 31, 1995. REITs
are subject to a number of organizational and operational requirements,
including a requirement that they currently distribute 95% of their ordinary
taxable income. As a REIT, the Company generally will not be subject to federal
income tax on net income.
At December 31, 1997, the Company had total indebtedness of $15,466,255 of
which $14,666,255 is conventional mortgage financing and $800,000 is a line of
credit with Milwaukee Western Bank.
The Company expects to meet its short-term liquidity requirements generally
through its net cash provided by operations and borrowings if necessary and
expects to meet long-term liquidity requirements, such as scheduled debt
maturities, through long term secured and unsecured borrowings and the
issuance of debt or equity securities of the Company.
Long Term Financing
In May 1997 the Company obtained long term Fannie Mae financing with
respect to Maple Grove. The loan was in the initial principal amount of
$12,900,700 with interest fixed at 8.09% per annum and payments over a 30 year
amortization schedule. The loan matures in June 2004.
In March 1998 the Company obtained long term financing with respect to
Lake Pointe. The loan was in the initial principal amount of $2,750,000 with
interest fixed at 7.6% per annum and payments over a 30 year amortization
schedule. The loan matures in February 2008. The loan proceeds were also used
to reduce the line of credit with Milwaukee Western Bank to $300,000.
Credit Facility
In March 1998 the Company entered into a credit facility with Credit
Suisse First Boston to provide up to $17 million (less $2,750,000 allocated to
Lake Pointe) of financing to acquire additional properties. The Company will
be permitted to borrow amounts at the one month LIBOR rate plus 325 basis
points. The loan has a two year term.
II-3
<PAGE>
In February 1998 the Company entered into a contract to purchase 144, unit
apartment community in Des Moines, Iowa from an independent third party. It is
anticipated that the acquisition will be funded by the Credit Facility. The
Credit Facility further provides for conversion to long term financing upon the
happening of certain events, including achieving debt service coverages
described in the Loan Agreement.
Dividend Reinvestment Plan
The dividend Reinvestment Plan ("DRIP") is available to all shareholders of
the Company. Under the DRIP, shareholders may elect for their dividends to be
used to acquire additional shares of the Company's Common Stock directly from
the Company, for the market price on the date of purchase.
Inflation
The Company leases apartments to its tenants under lease terms which
generally do not exceed 12 months. Management believes that such short term
Lease contracts lessen the impact of inflation due to the ability to adjust
rates to market levels as leases expire. Most leases allow for early
termination by the lessee upon payment of a substantial premium.
Item 7. Financial Statements.
II-4
<PAGE>
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
WELLINGTON PROPERTIES TRUST
AND SUBSIDIARY
December 31, 1997
C O N T E N T S
Page
Report Of Independent Certified Public Accountants III-8
Financial Statements
Consolidated Balance Sheet III-9
Consolidated Statements Of Operations III-10
Consolidated Statement Of Stockholders' Equity III-11
Consolidated Statements Of Cash Flows III-16
Notes To Consolidated Financial Statements III-18
II-5
<PAGE>
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Trustees
Wellington Properties Trust
We have audited the accompanying consolidated balance sheet of Wellington
Properties Trust and Subsidiary as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1997 and 1996. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Wellington
Properties Trust and Subsidiary as of December 31, 1997, and the consolidated
results of their operations and their consolidated cash flows for the years
ended December 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
/S/ GRANT THORNTON LLP
Fond du Lac, Wisconsin
February 19, 1998 (except for Notes E and F, as to which the date is
March 6, 1998)
II-6
<PAGE>
This page intentionally left blank.
II-7
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED BALANCE SHEET
December 31, 1997
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
ASSETS
Rental property - at cost (notes A2, B, C, D and E)
Land and land improvements $ 2,793,582
Buildings 16,674,817
Appliances and equipment 838,325
20,306,724
Accumulated depreciation (1,113,573)
19,193,151
Cash 113,945
Rent receivable 19,945
Prepaid expenses 36,483
Property tax and other escrow 204,404
Organization costs and loan fees, net of accumulated
amortization of $154,657 (note A3)
217,029
Total assets $19,784,957
</TABLE>
The accompanying notes are an integral part of this statement.
II-8
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
LIABILITIES AND EQUITY
Line of credit (note E) $ 800,000
Mortgage notes payable (notes C and D) 14,666,255
Accounts payable
Trade 40,538
Related party 19,373
59,911
Tenant security deposits 121,460
Deferred rental revenue 90,996
Accrued liabilities
Property taxes 324,540
Interest 106,712
Other 13,066
444,318
Cash dividends declared 124,571
16,307,511
Stockholders' Equity
Common stock - authorized, 100,070,000 shares of $.01
par value; issued, 714,833 shares 7,148
Preferred stock - authorized, 500,000 shares of $.01 par
value; no shares issued or outstanding -
Additional paid-in capital 6,286,053
Accumulated deficit (2,787,991)
3,505,210
Less cost of 3,000 shares of common stock in treasury (27,764)
3,477,446
Total liabilities and equity $19,784,957
</TABLE>
II-9
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
Revenues (note A4)
Rental income $2,980,800 $2,556,938
Gain on sale of rental property 166,753 -
Interest income and other 33,443 9,176
3,180,996 2,566,114
Expenses
Property, operating and maintenance 656,591 611,544
Advertising and promotion 68,491 66,823
Property taxes and insurance 430,057 396,497
Depreciation and amortization 606,388 552,412
Interest expense 1,398,457 1,338,919
General and administrative 296,591 312,857
3,456,575 3,279,052
NET LOSS $ (275,579) $ (712,938)
Loss per common share
Net loss $ (.39) $ (1.07)
Weighted average number of common shares
outstanding (note A6) 713,091 663,247
</TABLE>
The accompanying notes are an integral part of these statements.
II-10
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Excess of purchase
Additional price over affiliate's
Common Preferred paid-in basis in property
stock stock capital acquired
Balance at
January 1, 1996 $4,830 $ - $4,007,760 $(152,615)
Cash dividends
declared - - - -
Issuance of common
stock in connection
with public offering,
less syndication
costs of $11,619 346 - 340,323 -
Issuance of 167,166
shares of common
stock in connection
with Lake Pointe
purchase (note B) 1,672 - 1,669,988 -
Cost of 682
shares of common
stock acquired for
treasury - - - -
Net loss - - - -
Balance at
December 31, 1996 6,848 - 6,018,071 (152,615)
</TABLE>
The accompanying notes are an integral part of this statement.
II-11
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Accumulated Treasury
deficit deficit Total
Balance at January 1, 1996 $ (684,957) $ - $3,175,018
Cash dividends delcared (571,035) - (571,035)
Issuance of common stock in
connection with public offering,
less syndication costs of $11,619 - - 340,669
Issuance of 167,166 shares of
common stock in connection with
Lake Pointe purchase (note B) - - 1,671,660
Cost of 682 shares of common
stock acquired for treasury - (6,818) (6,818)
Net loss (712,938) - (712,938)
Balance at December 31, 1996 (1,968,930) (6,818) 3,896,556
</TABLE>
II-12
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Excess of purchase
Additional price over affiliate's
Common Preferred paid-in basis in property
stock stock capital acquired
Balance at
December 31, 1996 $6,848 $ - $6,018,071 $(152,615)
Cash dividends
declared - - - -
Issuance of common
stock in connection
with dividend
reinvestments 307 - 274,793 -
Release of the
excess of purchase
price over affiliate's
basis in property
acquired due to
Forest Downs sale - - - 152,615
Retirement of 682
shares of common
stock in treasury (7) - (6,811) -
Cost of 3000 shares
of common stock
acquired for treasury - - - -
Net loss - - - -
Balance at
December 31, 1997 $7,148 $ - $6,286,053 $ -
</TABLE>
II-13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Accumulated Treasury
deficit deficit Total
Balance at December 21, 1996 $(1,968,930) $(6,818) $3,896,556
Cash dividends declared (543,482) - (543,482)
Issuance of common stock
in connection with
dividend reinvestment - - 275,100
Release of the excess of
purchase price over affiliate's
basis in property acquried
due to Forest Downs sale - - 152,615
Retirement of 682 shares
of common stock in treasury - 6,818 -
Cost of 3000 shares of
common stock acquired
for treasury - (27,764) (27,764)
Net loss (275,579) - (275,579)
Balance at December 31, 1997 $(2,787,991) $(27,764) $3,477,446
</TABLE>
II-14
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
Cash flows from operating activities:
Net loss $ (275,579) $(712,938)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 606,388 552,412
Gain on sale of rental property (166,753) -
Increase in rent receivable (11,460) (1,944)
(Increase) decrease in prepaid expenses (30,047) 3,319
(Increase) decrease in property tax and other escrow 147,137 (102,485)
Increase (decrease) in accounts payable:
Trade (26,441) 40,634
Related party (178,782) 46,450
Increase (decrease) in tenant security deposits (9,470) 44,925
Increase (decrease) in deferred rental revenue (4,591) 60,911
Increase (decrease) in accrued liabilities (55,582) 137,253
270,399 781,475
Net cash provided by (used in) operating activities (5,180) 68,537
Cash flows from investing activities:
Proceeds from sale of rental property 1,898,962 -
Acquisition of rental property (84,548) (992,389)
Net cash provided by (used in) investing activities 1,814,414 (992,389)
Cash flows from financing activities:
Proceeds from mortgage notes 12,900,700 -
Proceeds from line of credit 815,270 784,729
Repayments on mortgage notes payable (7,610,011) (31,664)
Repayments on line of credit (800,000) -
Repayments on land contract and business
note obligations (6,676,911) -
Payment of loan fees (205,958) (54,830)
Issuance of common stock 275,100 340,669
Cash dividends paid - common stock (564,421) (528,172)
Purchase of treasury stock (27,764) (6,818)
Net cash provided by (used in) financing activities (1,893,995) 503,914
</TABLE>
The accompanying notes are an integral part of these statements.
II-16
<PAGE>
Wellington Properties Trust and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Year ended December 31,
<TABLE>
<S> <C> <C>
1997 1996
NET DECREASE IN CASH $ (84,761) $ (419,938)
Cash at beginning of year 198,706 618,644
Cash at end of year $ 113,945 $ 198,706
Supplemental disclosure of cash
flow information: Cash paid during the year for:
Interest $1,509,569 $1,201,856
</TABLE>
Supplemental non-cash investing and financing activities:
On January 5, 1996, Wellington Properties Trust purchased an apartment
complex from Wellington Realty Income Limited Partnership 90-1 for $3,600,000.
Wellington Properties Trust assumed the mortgage note payable on the property
of $1,856,760 and issued 167,166 shares of common stock of the Trust to
Wellington Realty Income Limited Partnership 90-1 for a $1,671,660 reduction
in the cash amount due.
In connection with the 1995 purchase of a 304 unit apartment complex from
Monson Construction Company, 60 of the units were completed at an additional
purchase price of $3,487,470 in 1996. Pursuant to this transaction, Wellington
Properties Trust entered into business note agreements with Monson Construction
Company, the seller, totaling $3,487,470.
The Trust has dividends payable of $124,571 and $145,510 as of December
31, 1997 and 1996, respectively.
II-17
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Wellington Properties Trust (Trust) is a real estate investment trust organized
under the laws of the state of Maryland. It was formed on March 15, 1994 to
acquire, develop, own and operate investment real estate. The Trust currently
owns one 72-unit apartment complex located in Schofield, Wisconsin (Lake
Pointe), and through its wholly-owned subsidiary Maple Grove Apartment Homes,
Inc., one 304-unit apartment complex located in Madison, Wisconsin
(Maple Grove). It is the intention of the Trust to continue to seek
properties for future acquisitions.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows:
Principles of Consolidation
The consolidated financial statements include all the accounts of Wellington
Properties Trust and its wholly-owned subsidiary, Maple Grove Apartment Homes,
Inc. All intercompany accounts and transactions have been eliminated in the
preparation of the consolidated financial statements.
Rental Property
Rental property is recorded at cost, less accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets for financial reporting purposes. The Complexes use a
40-year estimated life for buildings and a seven-year estimated life for
appliances and equipment. Expenditures for ordinary maintenance and repairs
are expensed to operations as incurred and significant renovations and
improvements that improve and/or extend the useful life of the asset are
capitalized and depreciated over their estimated useful life.
A combination of straight-line and accelerated methods is used for income tax
purposes.
II-18
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
Continued
3. Organization Costs and Loan Fees
The costs incurred in connection with the formation of the Trust are being
amortized on a straight-line basis over a period of fifteen years.
Costs incurred in obtaining and securing financing for a mortgage note
payable are being amortized over 5 years using the straight-line method.
4. Revenue Recognition
Rental income attributable to leases is recorded when due from tenants and
interest income is recorded on an accrual basis.
5. Income Taxes
The Trust has made an election to be taxed as a REIT under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended, commencing with
its taxable year ending December 31, 1995. As a REIT, the Trust generally
will not be subject to Federal income tax if it distributes at least 95% of its
REIT taxable income (excluding capital gains) to its shareholders.
6. Loss Per Share
Net loss per share is computed based on the weighted average number of shares
of common stock outstanding for the period.
7. Financial Instruments
The carrying amount of financial instruments at December 31, 1997 approximates
fair value.
II-19
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE B - RELATED PARTY TRANSACTIONS
Acquisition of Lake Pointe
On January 5, 1996, Wellington Properties Trust purchased the apartment complex
from a related party, Wellington Realty Income Limited Partnership 90-1, for
$3,600,000.
The Trust assumed the mortgage note payable on the property of $1,856,760
(note D), and issued 167,166 shares of common stock of the Trust to Wellington
Realty Income Limited Partnership 90-1 for a $1,671,660 reduction in the cash
amount due.
Management Fees
The Trust has entered into a Property Management Agreement with WMC Realty,
Inc., a wholly-owned subsidiary of WMC, to serve as the Property Manager of
properties owned by the Trust and its wholly-owned subsidiary. The Property
Manager will manage the day to day operations of properties owned by the Trust
and its wholly-owned subsidiary, and will receive a management fee equal to
3.5% and 5% of the gross rental receipts collected in connection with the
operation of Maple Grove and Lake Pointe properties, respectively.
Management fees for the years ended December 31, 1997 and 1996 were $122,391
and $125,074, respectively.
II-20
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE B - RELATED PARTY TRANSACTIONS - Continued
Advisor Fees
On August 2, 1994, the Trust contracted to retain WMC to serve as Advisor to
the Trust. In payment for these services, the Advisor receives a fee equal to
5% of the gross proceeds of the public stock offering. Advisor fees for the
years ended December 31, 1997 and 1996 were $0 and $8,251, respectively. In
addition, the Advisor is entitled to receive an Incentive Advisory Fee equal
to 10% of the realized gain with respect to each sale or refinancing of
property owned by the Trust.
In the event a property is sold at a loss, no incentive advisory fees will be
paid until the amount of the loss has been offset by gains from other sales.
Incentive advisory fees for the years ended December 31, 1997 and 1996 were
$18,265 and $0, respectively.
In addition, the Advisor is entitled to recover certain expenses including
travel, legal, accounting, and insurance. These expenses totaled $114,133
and $70,012 for the years ended December 31, 1997 and 1996, respectively. Fees
for services, such as legal and accounting, provided by the Advisor's
employees, in the opinion of the Advisor, may not exceed fees that would have
been charged by independent third parties. The initial term of
the agreement ended on December 31, 1995 and is renewed automatically each
year. The agreement may be terminated without cause, by either party, on 60
days written notice and by the Trust for cause immediately upon written notice.
Commission
Wellington Investment Services Corporation (WISC), a wholly-owned subsidiary
of WMC, is entitled to receive a commission of 5% of the proceeds of the
common stock of the Trust that it sells. Commissions paid to WISC for the
years ended December 31, 1997 and 1996 were $0 and $8,225, respectively.
NOTE C - ACQUISITION OF MAPLE GROVE
The 304-unit complex, located in Madison, Wisconsin, was acquired in four
separate transactions dated May 1, 1995, June 30, 1995, October 2, 1995 and
December 30, 1996.
The total purchase price was $12,953,713. Pursuant to this acquisition, the
Trust entered into a mortgage note agreement for $6,250,000. The Trust also
entered into two land contracts with Monson Construction Company, the seller,
for $1,692,000 and $1,650,947.
II-21
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE C - ACQUISITION OF MAPLE GROVE - Continued
During 1996, 60 of the above units were completed at an additional purchase
price of $3,487,470.
Pursuant to this transaction, the Trust entered into business note agreements
with Monson Construction Company, the seller, totaling $3,487,470.
During 1997, the above mortgage note, land contracts and business note
agreements were refinanced with a mortgage note through American Property
Financing, Inc.
NOTE D - MORTGAGE NOTES PAYABLE
Long-term debt consists of the following at December 31, 1997:
8.095% mortgage note payable to American Property
Financing, Inc. in monthly installments of $95,517
including interest; final balloon payment due
June 1, 2004; collateralized by the Maple Grove
Apartment Complex and an assignment of rents and
security agreement $12,848,890
Mortgage note payable to Marshall and Ilsley
Bank in monthly installments of $13,770
including interest; final balloon payment
due July 1, 2003; collateralized by the Lake Pointe
Apartment Complex and an assignment of rents agreement 1,817,365
14,666,255
Less current maturities 133,136
$14,533,119
II-22
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE D - MORTGAGE NOTES PAYABLE - Continued
Aggregate maturities on mortgage notes payable after December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
<S> <S>
1998 $ 133,136
1999 144,266
2000 156,327
2001 169,397
2002 183,560
Thereafter 13,879,569
$14,666,255
</TABLE>
The Lake Pointe Apartment Complex mortgage note payable interest rate is fixed
at 7.87% until July 1, 1998, at which time it may be adjusted semi-annually
to 3% over the monthly average cost of funds for SAIF insured institutions
from the Federal Home Loan Bank of Chicago 7th District, but never more than
12% nor less than 6%.
NOTE E - LINE OF CREDIT
During 1996, the Trust obtained a line of credit for $1,000,000 with Milwaukee
Western Bank.
Interest-only payments are due monthly with an interest rate of .5% above the
bank's reference rate (effective rate at December 31, 1997 of 9%). At
December 31, 1997, the outstanding balance was $800,000. Milwaukee Western
Bank renewed $300,000 of the outstanding balance and extended the due date to
December 31, 1998. The line of credit is collateralized by a second mortgage
on the Lake Pointe Apartment Complex and the guarantee of WMC. The remaining
$500,000 was paid off pursuant to a line of credit facility entered into
between the Trust and Credit Suisse First Boston Mortgage Capital LLC (note F).
II-23
<PAGE>
Wellington Properties Trust and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1997 and 1996
NOTE F - SUBSEQUENT EVENTS
On February 16, 1998, the Trust entered into a contract to purchase a 144 unit
apartment complex from an unrelated party, for $3,850,000. The purchase price
is to be paid by the issuance of shares of the Trust in an amount up to
$300,000 with the balance payable in cash. The complex, known as Park Forest
Apartments, is located in Des Moines, Iowa. The closing date of the
transaction is expected to occur on or before June 1, 1998 and is contingent,
among other things, on the Trust obtaining a firm loan commitment.
On March 5, 1998, the Trust entered into a non-revolving line of credit
facility (facility) with Credit Suisse First Boston Mortgage Capital LLC
(CSFB). The interest rate for the facility will be equal to the one-month
LIBOR rate, reset monthly, plus 325 basis points. Interest Will be payable
monthly on the actual amount outstanding of the facility. Principal payments
on the facility will be made on a monthly basis with the maturity date of the
Facility being March 2000. Extension of the facility maturity date of up to
six months may be made if certain conditions have been met.
On March 6, 1998, in connection with the facility entered into between the
Trust and CSFB, a permanent mortgage loan (mortgage) was entered into to pay
off the Lake Pointe Apartment Complex mortgage held by Marshall & Ilsley Bank.
Payments on the mortgage with CSFB will be made on a monthly basis and will
include interest at a rate equal to the yield on a 10-year U.S. Treasury
security plus 185 basis points. The mortgage will be due on April 2028.
The facility and mortgage is collateralized by, among other things, guarantees
from the Trust, a first mortgage lien on Lake Pointe Apartment Complex and any
other properties purchased with proceeds of the facility and an assignment of
leases and rents on the Lake Pointe Apartment Complex and each property
financed using the facility.
The total amount available through the facility and mortgage is $17,000,000.
II-24
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.
(a, b, c)
Board of Trustees, Executive Officers, Significant Employees and Family
Relationships
The Trustees and officers of the Company, their ages (at March 31, 1998)
and their positions and offices with the Trust are as follows:
Name Age Originally Elected Position and Offices Held
Arnold K. Leas 64 1994 Chairman of the Board of
Trustees/President
Robert P. Ripp 71 1994 Trustee
Peter Ogden 39 1994 Independent Trustee
Gerald Sobczak 49 1994 Independent Trustee
Lyle W. Larcheid 69 1994 Independent Trustee
Gregory S. Leas 37 1994 Executive Vice President
Robert F. Rice 47 1994 Executive Vice President and
Secretary
Dale Pinkalla 41 1994 Vice President, Property
Management
Garret Nakama 53 1994 Treasurer
Pursuant to the terms of the Organizational Documents, the Board of
Trustees consists of five persons, a majority of which must be independent
from the Company, WMC and their Affiliates. Trustees and officers are
elected for one year terms which expire at the annual meeting of the Company.
The Organizational Documents expressly permit the Trustees and
officers to engage in other activities including those relating to the
ownership and operation of investment properties. No policy of the
Company restricts Trustees from conducting, for their own accounts or on
behalf of others, other business activities including those relating to the
ownership and operation of investment properties.
Arnold K. Leas (age 64), President, has been the President/CEO and a
Director of WMC since 1988. Since its inception WMC and its Affiliates have
grown to include approximately 137 employees and sales agents with offices
located in Brookfield, Grafton, Wisconsin and Oakbrook Terrace, Illinois.
WMC currently manages over $18.2 million dollars of investors' funds.
Mr. Leas is a 1958 graduate of Spencerian College with a B.B.A. degree. Since
III-1
<PAGE>
1969, Mr. Leas has earned the real estate designation of graduate of the
Realtor Institute (GRI) and has been involved in various aspects of the
real estate industry, including acting as Sales Director for one of
Wisconsin's largest real estate firms and operating his own firm, Wellington
Realty Company. Mr. Leas has transacted real estate acquisition and sales,
directly and indirectly, in excess of $100 million. From 1984 - 1988, Mr.
Leas was Executive Vice President of a Milwaukee based company, Decade
Securities, Inc. which was involved primarily in the syndication of
multi-family apartment complexes throughout the United States in excess
of $100 million.
Robert P. Ripp (age 71) is the owner of RESI Realtor, a Milwaukee
based real estate brokerage firm. Prior to forming RESI Realtor in 1985,
Mr. Ripp was the Vice President/General Sales Manager for Wauwatosa Realty,
a real estate brokerage firm with 27 offices in the State of Wisconsin.
Mr. Ripp is a Senior Member and Past President of the Society of Real
Estate Appraisers-Milwaukee Chapter, was a member of the Board of Trustees
of First Milwaukee Savings and Loan Association, and a past President of the
Wisconsin Realtors Association. He is a graduate of Marquette University.
Peter Ogden (age 39) joined Ogden & Company in 1981 and is the
President and owner and the Vice President and owner of Ogden Development
Group, Inc. which are Milwaukee based providers of real estate services. The
companies provide real estate brokerage, leasing and property management
services. They manage over 2,500 apartment and condominium units plus
shopping centers, office, industrial and mixed use buildings. Mr. Ogden is
a graduate of the University of Denver.
Gerald Sobczak (age 49) is a self employed real estate investor
who owns and operates 80 apartment units. From 1989-1990 Mr. Sobczak served as
Building Manager for American Landmark Properties and from 1984-1988 he was
an Asset/Property Manager for Eastmore Real Estate. In 1970 he received a
B.A. in Business Specialization from Marquette University.
Lyle W. Larcheid (age 69) has served as Vice President of lending at
Wauwatosa Savings Bank in Wauwatosa, Wisconsin since 1986. Prior to that
time he was Senior Executive Vice President at St. Francis Savings and Loan
which acquired First Milwaukee Savings in 1981. Mr. Larcheid served as
President of First Milwaukee Savings from 1974 until the time of the
merger. Mr. Larcheid is an SRA, licensed real estate broker, and a member
of the Wisconsin Mortgage Bankers.
Gregory S. Leas (age 37), Executive Vice President, joined WMC in
1990 and actively participates in the management of WMC and, its Affiliates,
including the eleven operational WMC sponsored partnerships. Mr. Leas is a
1983 graduate of the University of Wisconsin - Madison and received his J.D.
degree in 1990 from Brooklyn Law School. During 1986 - 1990 Mr. Leas was
employed in the litigation department at the New York City law firm of
Fried, Frank, Harris, Shriver & Jacobson. Mr. Leas is a member of the
Wisconsin Bar Association.
Robert F. Rice, (age 47), Executive Vice President and Secretary,
is Vice President and General Counsel, joined WMC in 1993 and provides legal
and other advice to WMC and its Affiliates. He is also responsible for
overseeing the Wellington real estate operations. Mr. Rice
received his B.S. degree from the University of Wisconsin - Milwaukee in
1973 and a J.D. degree from Marquette University Law School in 1976.
Mr. Rice is a member of the Wisconsin Bar and has a broad range of experience
in both the private practice of law and as in-house
III-2
<PAGE>
Counsel. From 1984 until 1989 he served as a member of the Board of Directors,
officer, and General Counsel for various affiliates of St. Francis Bank, F.S.B.
The affiliates included a real estate development company, St. Francis
Development Corporation, a real estate syndication firm, S-B-F Partners,
and a property management Company, S-B-F Management, Inc. As chief
operating officer of S-B-F Management, Inc., Mr. Rice was responsible for a
portfolio of approximately $50 million of investment real estate. The
portfolio was diverse as to the type and location and included 11 shopping
centers, 3 office buildings, 3 multi-family properties, 3 nursing homes and
1 hotel located in 7 states. In 1989 Mr. Rice formed Resource Alternatives,
Inc., which provided legal and consulting services to the real estate
industry and served as an RTC contractor.
Garret T. Nakama (age 53), Treasurer, joined WMC in 1991 and is the
Vice President/Finance for WMC and its Affiliates, including the eleven
operational WMC sponsored entities. Mr. Nakama is a 1970 graduate of
California State University of Los Angeles and received his CPA in 1981.
Mr. Nakama has had a broad range of financial experience in private and
public accounting. Prior to joining WMC, he was employed at Nassco, Inc., a
New Berlin, Wisconsin supplier of equipment, as Controller from 1986 - 1991.
Dale Pinkalla (age 41) joined WMC as Director of Real Estate in 1993.
Mr. Pinkalla actively participates in all aspects of property management with
respect to investment real estate owned by WMC Affiliates and partnerships. He
received a B.A. Finance degree from the University of Wisconsin - Madison in
1980. Mr. Pinkalla has a broad base of experience in real estate and
business. In 1981 and 1982 he worked as Broker/Sales person for Louis Gral
Investment Real Estate. From 1983-1989 he worked as a Mortgage Banking
Officer/Vice President for Wells Fargo Bank, Realty Finance. In 1989
Mr. Pinkalla joined Blueport Development Corporation and was a
partner/project manager of a $25 million neighborhood shopping center. Upon
completion of that project in 1992, he rejoined Wells Fargo Bank as an
account officer for the Real Estate Group.
Arnold K. Leas is the father of Gregory S. Leas.
(d) Involvement in Certain Legal Proceedings
Not applicable
Item 10. Executive Compensation.
The Company paid no compensation to its executive officers.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The Following table sets forth certain information, as of March 17,
1998, with respect to: (i) each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of the Company's Common
Shares; (ii) the beneficial ownership of Common Shares by each of the
directors and executive officers; and (iii) the beneficial ownership by
all directors and executive officers as a group. Except as noted below, all
shares are owned directly, and the owner has sole voting and investment
power with respect to such shares.
III-3
<PAGE>
Name Number of Shares % of Class (1)
Principal Shareholders 84,002.600 11.66%
Wellington Management Corporation(2)
18650 W. Corporate Drive
Suite 300
P.O. Box 0919
Brookfield, WI 53008-0919
Esor & Company(3) 44,648.000 6.19%
P.O. Box 19006
Green Bay, WI 54307
Trustees
Arnold K. Leas 14,845.242 2.06%
Officers
Gregory S. Leas 368.348 0.05%
Robert F. Rice 1,000.000 0.13%
All Directors and Officers 16,213.59 1.14%
as a group (10 total)
(1) Based on total outstanding Common Shares as of March 17, 1998 of
720,200.33.
(2) The principal shareholders of Wellington Management Corporation ("WMC")
are: Arnold K. Leas (12.3%); Rose Marie Leas, wife of Arnold K. Leas
(14.3%); Rose Marie Leas Irrevocable Trust (14.3%); Herbert A. Geiger,
John P. Hartwick, M.D.; Marion d. Huggins, Jr.; Jack Metz; and Milton
C. Zilis (5.8% each). Mr. Leas is an officer and director of WMC.
Mr. Huggins is a director of WMC.
(3) Esor & Company is the agent of Catholic Knights Insurance Society.
Item 12. Certain Relationships and Related Transactions.
Reference is hereby made to Note B of the Company's financial statements
included herewith.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Description
(1) Underwriting Agreement -
.1 Managing Placement Agent Agreement
.2 Selected Placement Agent Agreement
(3) Articles of Incorporation -
.1 Declaration of Trust
.2 Bylaws
.3 Stock Recontribution Agreement
(4) Instruments defining rights of Security
holders - Reference is hereby made to
the Declaration of Trust and Bylaws
(10) Material Contracts -
.1 Advisory Agreement
.2 Amendments to Real Estate Sale Contract (Maple Grove)
III-4
<PAGE>
.3 Assignment and Assumption Agreement (Maple Grove)
.4 Assignment of Option Agreement (Old Sauk)
.5 Apartment Management Agreement (Forest Downs)
.6 Apartment Management Agreement (Form)
.7 Real Estate Sale Contract (Forest Downs)
.8 Real Estate Sale Contract (Lake Pointe)
.9 Real Estate Sale Contract (12 Unit Property)
.10 Real Estate Sale Contract (Phase II)
(23) Consents of Experts and Counsel:
.1 Grant Thornton
(99) Additional Exhibits:
.1 Escrow Agreement
.2 Forest Downs Appraisal
*Incorporated by reference to the Registration Statement.
Shareholders may obtain a copy of any exhibit listed in Item 13(a) by writing to
Robert F. Rice, Secretary of the Company. Reasonable expenses will be
charged for copies and postage.
(b) Reports on Form 8-K
A report on Form 8-K dated March 21, 1995 was filed on
March 21, 1995 which reported the potential acquisition of
Maple Grove Apartments the following financial statements
relating to Maple Grove were included in the report:
Maple Grove Apartment Complex
Report of Independent Certified Public Accountant dated November 14, 1994
Statements of Revenue and Certain Expenses for years ended September 30,
1992, 1993 and 1994 and for the three months ended December 31, 1993 and 1994
Note to Statements of Revenue and Certain Expenses
A report on Form 8-K dated May 3, 1995 was filed on May 3, 1995 reported
the acquisition of the first 172 units of Maple Grove Apartments and included
the financial statements described above.
A report on Form 8-K dated October 5, 1995 was filed on October 5, 1995
reported the acquisition of an additional 60 units at Maple Grove Apartments
plus the land on which to build the final 60 units and included the financial
statements above.
A report on Form 8-K dated January 10, 1996 and filed on January 15, 1996
reported the acquisition of Lake Pointe Apartments.
A report on Form 8-K dated March 4, 1996 and filed March 4, 1996 reported
the acquisition of Lake Pointe Apartments and included the following financial
statements:
III-5
<PAGE>
Lake Pointe Apartments
Statements of Revenue and Certain Expenses for the years ended December 31,
1993, 1994 and 1995.
Note to Statements of Revenue and Certain Expenses.
A report on Form 8-K dated January 13, 1997 and filed on January 13, 1997
reported the acquisition of the final 12 units at Maple Grove Apartment Homes,
Madison, Wisconsin.
III-6
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company has
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WELLINGTON PROPERTIES TRUST
By: /s/Arnold K. Leas
Arnold K. Leas, President
Dated: March 31, 1998
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arnold K. Leas and Gregory S. Leas, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Report on Form
10-KSB and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Company and in the capacities and on
the dates indicated.
Signature Title Date
/s/Arnold K. Leas Chief Executive Officer and March 31, 1998
Arnold K. Leas Trustee (Principal Executive
Officer)
/s/Garret Nakama Treasurer (Principal March 31, 1998
Garret Nakama Financial and Accounting
Officer)
/s/Lyle Larcheid Trustee March 31, 1998
Lyle Larcheid
/s/Peter Ogden Trustee March 31, 1998
Peter Ogden
/s/Robert Ripp Trustee March 31, 1998
Robert Ripp
/s/Gerald Sobczak Trustee March 31, 1998
Gerald Sobczak
III-7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 113,945
<SECURITIES> 0
<RECEIVABLES> 19,945
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 374,777
<PP&E> 20,306,724
<DEPRECIATION> 1,113,573
<TOTAL-ASSETS> 19,784,957
<CURRENT-LIABILITIES> 974,392
<BONDS> 0
0
0
<COMMON> 7,148
<OTHER-SE> 3,470,297
<TOTAL-LIABILITY-AND-EQUITY> 19,784,957
<SALES> 0
<TOTAL-REVENUES> 3,180,986
<CGS> 0
<TOTAL-COSTS> 2,058,316
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,398,249
<INCOME-PRETAX> (275,579)
<INCOME-TAX> 0
<INCOME-CONTINUING> (275,579)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (275,579)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
