U.S SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - ----------------------------------------------------------- FORM 10-Q/A AMENDMENT TO FORM 10-Q Filed Pursuant to THE SECURITIES EXCHANGE ACT OF 1934 EASTGROUP PROPERTIES - ---------------------------------------------------------- (Exact name of Registrant specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Form 10-Q for the quarter ended June 30, 1995 as set forth in the pages attached hereto: Item 1. Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 21, 1996 EASTGROUP PROPERTIES By: \s\ N. Keith McKey ------------------- N. Keith McKey Executive Vice President and Secretary EASTGROUP PROPERTIES FORM 10-Q/A TABLE OF CONTENTS FOR THE QUARTER ENDED JUNE 30, 1995 - ----------------------------------------------------------------- Pages Part I. Financial Information Item 1. Consolidated financial statements Consolidated balance sheets, June 30, 1995 and December 31, 1994 Consolidated statements of income for the three months and six months ended June 30, 1995 and 1994 Consolidated statements of cash flow for the six months ended June 30, 1995 and 1994 Consolidated statements of changes in shareholders' equity for the six months ended June 30, 1995 and 1994 Notes to consolidated financial statements Item 2. Management's discussion and analysis of financial condition and results of operations CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) June 30, December 31, 1995 1994 ----------- ----------- Assets Real estate properties Industrial $ 70,629 $ 69,214 Apartments 52,718 51,076 Office Buildings 35,614 35,500 ----------- ----------- 158,961 155,790 Less accumulated depreciation (18,458) (15,888) ----------- ----------- 140,503 139,902 Mortgage loans 7,192 8,817 Land and land purchase-leasebacks 1,327 2,320 Investment in real estate investment trusts 6,097 954 Cash and cash equivalents 90 301 Other assets 2,538 2,566 ----------- ----------- 157,747 $ 154,860 =========== =========== Liabilities and Shareholders'Equity Liabilities Mortgage notes payable 41,604 $ 39,558 Notes payable to banks 29,681 28,671 Accounts payable and accrued expenses 1,487 1,167 Minority interests in joint ventures 2,331 2,848 Other liabilities 370 440 ----------- ----------- 75,473 72,684 ----------- ----------- Shareholders' Equity Shares of beneficial interest, par value $1.00 per share; authorized 10,000,000 shares; issued 4,226,656 shares in 1995 and 4,221,669 in 1994 4,227 4,222 Additional paid-in-capital 68,269 68,210 Unrealized gain on securities 105 21 Undistributed earnings 9,673 9,723 ----------- ----------- 82,274 82,176 ----------- ----------- 157,747 $ 154,860 =========== =========== See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, --------------------- ------------------- 1995 1994 1995 1994 --------- --------- --------- --------- Revenues Income from real estate operations $ 7,233 5,582 14,128 10,392 Land rents 57 69 137 232 Equity in earnings of real estate investment trust 144 13 153 131 Interest: Mortgage loans 269 256 545 519 Other interest - 1 - 12 Other 77 44 100 74 --------- -------- -------- -------- 7,780 5,965 15,063 11,360 --------- -------- -------- -------- Expenses Operating expenses from real estate operations 2,943 2,292 5,693 4,390 Interest expense 1,552 704 3,003 1,435 Depreciation and amortization 1,442 1,040 2,835 1,974 Minority interests in joint ventures 72 45 145 65 General and administrative expense 560 548 1,086 1,007 Stock appreciation rights (recovery) expense - 5 - (136) --------- -------- -------- -------- 6,569 4,634 12,762 8,735 --------- -------- -------- -------- Income from operations 1,211 1,331 2,301 2,625 --------- -------- -------- -------- Gain on investments Real estate 1,039 2,494 1,451 2,494 --------- -------- -------- -------- Net Income $ 2,250 3,825 3,752 5,119 ========= ======== ======== ======== Net Income per share of beneficial interest .53 .91 .89 1.28 ========= ======== ======== ======== Weighted average shares outstanding 4,225 4,211 4,223 4,008 ========= ======== ======== ======== See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (In thousands) Six Months Ended June 30, ----------------------- 1995 1994 ---------- ---------- Operating Activities Net Income $ 3,752 $ 5,119 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,835 1,974 Stock appreciation rights - (136) Gain on investments, net (1,451) (2,494) Real estate investments trust: Equity in earnings (153) (131) Dividends received from operations 58 36 Other (59) (20) Changes in operating assets and liabilities: Accrued income and other assets 561 (22) Accrued payable, accrued expenses and prepaid rent (132) (103) --------- --------- Net cash provided by operating activities 5,411 4,223 --------- --------- Investing Activities Payments on mortgage loans receivable 616 (675) Advances on mortgage loans receivable - 30 Sale of real estate investments 2,357 3,491 Purchase of real estate - (20,224) Purchase of real estate investment trusts shares (5,062) - Purchases of real estate improvements (2,080) (2,542) Return of capital dividends 87 - Change in other assets and other liabilities (857) (514) --------- --------- Net cash used in investing activities (4,939) ( 20,434) --------- --------- Financing Activities Proceeds from mortgage notes payables 2,500 6,000 Proceeds from bank borrowings 13,586 8,945 Principal payments on bank borrowings (12,576) (23,734) Principal payments on mortgage notes payable (455) (5,776) Distributions paid to shareholders (3,802) (3,622) Net proceeds from issuance of stock - 32,169 Proceeds on exercise of options 160 - Purchases of shares of beneficial interest (96) - --------- --------- Net cash provided by (used in) financing activities (683) 13,982 --------- --------- Decrease in cash and cash equivalents (211) (2,229) Cash and cash equivalents at beginning of period 301 2,690 --------- --------- Cash and cash equivalent at end of period 90 461 ========= ========= Supplemental Cash Flow Information: Cash paid for interest 3,011 1,489 Debt assumed by Trust in purchase of real estate - 493 See accompanying notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (In thousands, except for per share data) Six Months Ended June 30, ----------------------- 1995 1994 ---------- ---------- Shares of beneficial interest, $1.00 par value Balance at beginning $ 4,222 2,461 Issuance of shares 5 1,750 --------- --------- Balance at end of period 4,227 4,211 --------- --------- Additional paid-in-capital Balance at beginning 68,210 38,257 Issuance of shares 59 30,419 --------- --------- Balance at end of period 68,269 68,676 --------- --------- Undistributed earnings Balance at beginning of period 9,723 8,083 Net income 3,752 5,119 Cash dividends declared: $.90 per share in 1995, and $.86 per share in 1994 (3,802) (3,622) --------- --------- Balance at end of period 9,673 9,580 --------- --------- Unrealized gain on securities Balance at beginning of period 21 - Change in unrealized gain 84 28 --------- --------- Balance at end of period 105 28 --------- --------- Total shareholders' equity $ 82,274 82,495 ========= ========= See accompanying notes to consolidated financial statements Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. 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 should be read in conjunction with the annual report and the notes thereto. (2) Reclassifications Certain reclassifications have been made in the fiscal 1994 financial statements to conform to the fiscal 1995 classifications. (3) Subsequent Events On July 12, 1995, the interest rates on the bank credit facilities were reduced from the prime rate to the London Interbank Offered Rate ("LIBOR") plus 2.0%, currently 7.875%. There is also a .25% fee on the unused amount of the $7 million credit line and the acquisition credit line. The acquisition credit line was reduced from $45 million to $27 million effective July 12, 1995 and will be reduced to $15 million effective September 1, 1995. The Trust owes $18,860,000 on the acquisition line as of August 10, 1995. The Trust is currently in the process of obtaining an additional $26 million of nonrecourse, fixed rate financing. On July 28, 1995, the Trust received $3,350,000 from the first mortgage on WestPort Commerce Center ("WestPort"), the terms of the first mortgage on WestPort provide for a 8.0% interest rate, monthly principal and interest payments of $21,016 beginning September 1, 1995 and a final maturity on August 1, 2005. The Trust used $3,087,500 of the proceeds to pay down the acquisition line of credit and the balance after escrows and settlement costs to reduce the working capital line of credit. Also, the Trust received a paydown of $813,000 on the WestPort mortgage loan made by the Trust to the co-owner of WestPort. On August 3, 1995, the Trust received $5,950,000 from the first mortgage on the LaVista Crossing Apartments ("LaVista"). The terms of the first mortgage on LaVista provide for a 8.688% interest rate, monthly principal and interest payments of $48,667 beginning October 1, 1995 and a final maturity on September 1, 2005. The Trust used $3,380,000 of the proceeds to pay down the acquisition line of credit and the balance of the proceeds after escrows and settlement costs and borrowings of $510,000 on the bank line to pay off the Country Club mortgage note of $2,267,000. The Trust has a contract for the sale of its Cascade VII office building in Columbus, Ohio (which has a carrying value of $1,500,000) for cash of $1,300,000 and a note receivable of $200,000 with an interest rate of 10% and a five year maturity. The contract is scheduled to close August 15, 1995. Also, the Trust has a contract for the sale of the Sunchase Apartments in Corpus Christi, Texas. The closing of this transaction is subject to several contingencies and is tentatively scheduled for September 15, 1995. (4) Marketable Equity Securities On January 1, 1995, the Trust adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and classified its investment in cost securities as securities available-for-sale. Accordingly, as of June 30, 1995, investment in cost securities are carried at fair value with the unrealized gain of $64,000, presented as a separate component of shareholders' equity. EASTGROUP PROPERTIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION (Comments are for the balance sheet dated June 30, 1995, compared to December 31, 1994.) Real estate properties increased $3,171,000 during the first six months of 1995 as a result of capital improvements on existing Trust properties of $1,316,000, development costs for the construction of a 34,600 square foot distribution building at the Phillips Distribution Center in southeastern Jacksonville of $764,000, and the acquisition by foreclosure of the leasehold improvements at the 108 unit EastGate Apartments for $1,227,000. In April 1995, the Trust accepted a deed in lieu of foreclosure on the EastGate Apartments leasehold improvements in Wichita, Kansas after the owners defaulted on payments to the Trust. These increases were offset by the writedown of the Cascade VII office building in Columbus, Ohio of $136,000 to its net realizable value. Accumulated depreciation increased $2,570,000 due to recent purchases of real estate properties. Mortgage loans receivable decreased $1,625,000 during the first six months of 1995. This decrease in mortgage loans receivable was the result of scheduled principal payments received of $83,000, the acceptance of a deed in lieu of foreclosure on the EastGate Apartments mortgage loan with a carrying value of $1,009,000, and the repayment of $591,000 in loans made to the Trust's joint venture partner on the Exchange Distribution Center warehouse ("Exchange"). These decreases were offset by amortization of loan discounts of $58,000. Land and land purchase-leaseback investments decreased $993,000 during the first six months of 1995, as a result of the sale of the Winchester Ranch ("Winchester") land purchase- leaseback investment, the sale of the Iroquois land purchase- leaseback investment and the acceptance of a deed in lieu of foreclosure on the EastGate Apartments leasehold improvements (described above). In February 1995, the Trust sold its Winchester land purchase-leaseback investment in Dallas, Texas for $862,000 and recognized a gain for financial reporting purposes of $412,000. In June 1995, the Trust sold its Iroquois land purchase-leaseback investment in Nashville, Tennessee for $1,495,000 and recognized a gain for financial reporting purposes of $1,175,000. Investments in real estate investment trusts increased $5,143,000 from $954,000 at December 31, 1994 to $6,097,000 at June 30, 1995. In April 1995, the Trust purchased 383,775 shares (17.4%) of LNH REIT, Inc. ("LNH") and the other 50% of LNH REIT Managers, a partnership which provided management services to LNH. These purchases were made from Walker Investments, L.P., and related entities for a total of $3,070,000. As a result of this purchase, the Trust owns 515,200 shares (23.4%) of LNH. Also, the Trust purchased 189,000 shares (5.27%) of Copley Properties, Inc., ("Copley"), a real estate investment trust for $1,992,000. During the first six months of 1995, the Trust recognized $153,000 of equity in earnings of LNH, $20,000 of unrealized gains of LNH, offset by $145,000 of LNH dividends received. The Trust also recognized an unrealized gain of $64,000 recorded on the Trust's available-for-sale securities in accordance with the implementation of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The shares of Copley common stock have a book value of $10.54 per share and a market value of $10.88 per share at June 30, 1995. Other assets decreased $28,000 during the first six months of 1995. Major items recorded in other assets were capitalizing leasing costs of $403,000 and capitalizing financing costs of $487,000. These increases were offset by $264,000 in amortization and the receipt of $422,000 from a bankruptcy settlement related to the motel loans that was accrued at December 31,1994. Mortgage notes payable increased $2,046,000 during the first six months of 1995, primarily as a result of the $2,500,000 received from the first mortgage on Exchange in June 1995. The terms of the first mortgage provide for a 8.375% interest rate, monthly principal and interest payments of $21,498 beginning September 1, 1995 and a final maturity on August 1, 2005. This increase was offset by scheduled principal repayments of $454,000 during the first six months of 1995. Notes payable to banks increased from $28,671,000 at December 31, 1994 to $29,681,000 at June 30, 1995. On April 3, 1995, the Trust borrowed $3,000,000 from a bank to finance the acquisition of the LNH shares and the other 50% of LNH REIT Managers. The loan which matures April 5, 1996 was reduced from the prime rate of interest (currently 8.75%) to the LIBOR plus 2.0% (currently 7.875%). The Trust's total working capital line available was increased to $7,000,000 to acquire the additional shares of Copley. The working capital line matures April 30, 1996 and was reduced from the prime rate of interest (currently 8.75%) to LIBOR plus 2% (currently 7.875%). The line had a $3,270,000 net reduction in the six months ended June 30, 1995. The acquisition line was increased during the six months ended June 30, 1995 due to advances of $1,280,000. The interest rate was reduced from the prime rate to LIBOR plus 2.0% on July 12, 1995. Unrealized gain on securities increased as a result of $64,000 recorded on the Trust's available for sale securities in accordance with the implementation of Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities". Also, the Trust recorded $20,000 in unrealized gains through equity in earnings of LNH. Undistributed earnings decreased from $9,723,000 at December 31, 1994 to $9,673,000 at June 30, 1995 as a result of dividends declared of $3,802,000 exceeding net income for financial reporting purposes of $3,752,000. RESULTS OF OPERATIONS (Comments are for the three months and six months ended June 30, 1995, compared to the three months and six months ended June 30, 1994.) Property net operating income (PNOI) from real estate properties, defined as income from real estate operations less property operating expenses (before interest expense and depreciation) increased by $1,000,000 or 30% for the three months ended June 30, 1995 compared to the three months ended June 30, 1994. For the six months ended June 30, 1995, net operating income increased by $2,433,000 or 41% for the six months ended June 30, 1995 compared to the six months ended June 30, 1994. Property net operating income (loss) and percentage leased by property type were as follows: PNOI PNOI Three Months Ended Six Months Ended Percent June 30 June 30 Leased ------------------- --------------- -------- 1995 1994 1995 1994 1995 ------- ------ ------ ------ ----- (In thousands) Industrial $ 1,870 1,120 3,685 2,083 98% Apartments 1,498 1,103 2,936 2,031 96% Office Buildings 930 1,075 1,830 1,904 92% Other (8) (8) (16) (16) - ------- ------ ------ ------ Total PNOI $ 4,290 3,290 8,435 6,002 ======= ====== ====== ====== PNOI from industrial properties increased $750,000 and $1,602,000 for the three months and six months ended June 30, 1995, compared to June 30, 1994. This is primarily the result of the acquisition of Exchange in May 1994, Jetport 516 Commerce Park ("JetPort 516") in May 1994, Phillips Distribution Center ("Phillips") in July 1994, Northwest Point Business Park ("Northwest") in September 1994, Westport in October 1994 and Baxter Warehouse ("Baxter") in December 1994. Industrial properties held throughout the three months and six months ended June 30, 1995 and 1994, showed an increase in PNOI of 14% for the three months ended June 30, 1995 and 19% for the six months ended June 30, 1995. Contributing to this increase in PNOI from industrial properties was improved operations at Rampart Distribution Center ("Rampart"), 56th Street Commerce Park ("56th Street") and Lake Pointe Business Park ("Lake Pointe"). PNOI for the Trust's apartment properties increased $395,000 and $905,000 for the three months and six months ended June 30, 1995 compared to the three months and six months ended June 30, 1994. This increase is primarily attributable to the acquisition of Plantations at Killearn ("Plantations") in April 1994, Hampton House Apartments ("Hampton") in August 1994, Grande Pointe Apartments ("Grande Pointe") in September 1994 and the deed in lieu of foreclosure on the EastGate Apartments in April 1995. PNOI from the Trust's office buildings decreased $145,000 and $74,000 for the three months and six months ended June 30, 1995 compared to June 30, 1994. This is primarily the result of reduced occupancy at 8150 Leesburg Pike ("Leesburg Pike"), offset by the acquisition of the Santa Fe Energy Building ("Santa Fe") in February 1994. Land rents decreased $12,000 and $95,000 for the three months and six months ended June 30, 1995 compared to June 30, 1994, primarily as a result of the sale of the Parklane on Peachtree and Winchester Ranch land purchase-leaseback investments and the deed in lieu of foreclosure on the EastGate Apartments land purchase-leaseback investment. These decreases were offset by the acquisition in 1994 of two small parcels at a foreclosure sale. The Trust held mortgages on two commercial parcels which were additional collateral for our Madison Square land purchase-leaseback investment written off in 1992. Equity in earnings from LNH of $144,000 and $153,000 was recorded during the quarter and six months ended June 30, 1995, compared to $13,000 and $131,000 for the same period of 1994. Interest income on mortgage loans increased $13,000 and $26,000 for the three months and six months ended June 30, 1995 compared to 1994. The following is a breakdown of interest income for the three months and six months ended June 30, 1995 compared to 1994: Three Months Ended Six Months Ended June 30 June 30 ------------------- --------------- 1995 1994 1995 1994 ------- ------ ------ ------ (In thousands) Interest income from: 25% joint venture mortgage loans $ 54 31 123 59 Motel mortgage loans 80 46 149 105 Wrap mortgage loans 134 177 271 352 Other mortgage loans 1 1 2 1 ------- ------ ------ ------ $ 269 255 545 517 ======= ====== ====== ====== Interest income from the 25% joint venture mortgage loans increased as a result of income from additional mortgage loans made by the Trust to the co-owner of WestPort and Exchange in October 1994 and May 1994. On June 30, 1995, the Trust received a repayment of $591,000 on the Exchange mortgage loans, and on July 28, 1995, the Trust received a payment of $813,000 on the WestPort mortgage loan. Interest income from the motel mortgage loans is recorded as received, and the notes have been written down to their net realizable value. Interest income from the wrap mortgage loans decreased as a result of the foreclosure in April 1995 of the EastGate mortgage. Interest expense increased $848,000 and $1,568,000 for the three months and six months ended June 30, 1995 compared to June 30, 1994. This increase is primarily the result of higher average bank borrowings on the Trust's credit line and acquisition credit line, and the three million line of credit used to acquire the LNH shares. Also, the prime rate of interest increased from 6% at January 1, 1994 to 9% at June 30, 1995. Interest expense on real estate properties increased as a result of the acquisition of Northwest in September 1994, with a mortgage of $4,321,000 which was assumed, and the new mortgages of $6,000,000 on Sutton House Apartments ("Sutton House") on May 25, 1994 and $2,400,000 on 56th Street on July 21, 1994. At the Trust's annual meeting on December 16, 1994, the shareholders voted to implement a new incentive compensation plan which eliminated stock appreciation rights and incentive compensation units. Stock appreciation rights expense (recovery), which was adjusted quarterly based on fluctuations in the Trust's quoted share price, was $5,000 for the three months ended June 30, 1994 and ($136,000) for the six months ended June 30, 1994. As discussed above, the Trust sold its Winchester Ranch land purchase-leaseback investment in February 1995 and its Iroquois land purchase-leaseback investment in June 1995. Also, the Trust wrote down its investment in the Cascade VII office building in Columbus, Ohio by $136,000 to its estimated net realizable value. In April 1994, the Trust sold its Parklane on Peachtree land purchase-leaseback investment for $3,500,000 and used the proceeds to acquire the Plantations at Killearn Apartments through a tax deferred exchange. For financial reporting purposes, the Trust recognized a gain of $2,494,000 on the sale. The real estate investment trust industry has recommended supplemental disclosures concerning capital expenditures, leasing costs, financing costs and straight-line rents. The Trust expenses apartment unit turnover cost such as carpet, painting and small appliances. Capital expenditures in the six months ended June 30, 1995 by category are as follows (in thousands): Upgrades on acquisitions $ 444 New Development costs 764 Major Renovation 49 Tenant improvements: New tenants 554 Renewal tenants 89 Other 180 ------- $ 2,080 ======= For the three months and six months ended June 30, 1995, the Trust capitalized $197,000 and $403,000 of leasing costs, which included $78,000 and $282,000 related to new tenants and $119,000 and $121,000 related to renewal tenants, and $446,000 and $487,000 of financing costs and included these amounts in other assets. For the three months and six months ended June 30, 1995, the Trust amortized $75,000 and $149,000 related to capitalized leasing costs and $60,000 and $115,000 related to financing costs and included these amounts in depreciation and amortization expense. Leasing costs are amortized over the life of the lease and financing costs are amortized over the life of the loan. Rental income included straight-line rent of $22,000 and $43,000 for the three months and six months ended June 30, 1995. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $5,411,000 for the six months ended June 30, 1995. The Trust distributed $3,802,000 of this amount in dividends which left $1,609,000 for other purposes. Other sources of cash were collections on mortgage loan receivables, sale of real estate investments, mortgage borrowings, bank borrowings on the $7,000,000 working capital line, the $3,000,000 line and the acquisition line. Primary uses of cash were for capital improvements at the various properties, bank debt payments, mortgage note payments and purchases of real estate investment trust shares. Total debt at June 30, 1995 is as follows (in thousands): Mortgage notes payable - fixed rate $ 39,334 Mortgage notes payable - floating rate 2,270 Bank notes payable - floating rate 29,681 -------- Total debt $ 71,285 ======== Effective July 12, 1995 the interest rates on the bank notes payable were changed from the prime rate to LIBOR plus 2.0%, currently 7.875%. There is also a .25% fee on the unused amount of the $7 million credit line and the acquisition credit line. The acquisition credit line was reduced from $45 million to $27 million effective July 12, 1995 and will be reduced to $15 million effective September 1, 1995. The Trust owes $18,860,000 on the acquisition line as of August 10, 1995. The Trust is currently in the process of obtaining an additional $26 million of nonrecourse, fixed rate financing. On July 28, 1995, the Trust received $3,350,000 from the first mortgage on WestPort, the terms of the first mortgage on WestPort provide for a 8.0% interest rate, monthly principal and interest payments of $21,016 beginning September 1, 1995 and a final maturity on August 1, 2005. The Trust used $3,087,500 of the proceeds to pay down the acquisition line of credit and the balance after escrows and settlement costs to reduce the working capital line of credit. Also, the Trust received a paydown of $813,000 on the WestPort mortgage loan made by the Trust to the co-owner of WestPort. On August 3, 1995, the Trust received $5,950,000 from the first mortgage on the LaVista. The terms of the first mortgage on LaVista provide for a 8.688% interest rate, monthly principal and interest payments of $48,667 beginning October 1, 1995 and a final maturity on September 1, 2005. The Trust used $3,380,000 of the proceeds to pay down the acquisition line of credit and the balance of the proceeds after escrows and settlement costs and borrowings of $510,000 on the bank line to pay off the Country Club mortgage note of $2,267,000. The Trust has a contract for the sale of its Cascade VII office building in Columbus, Ohio with a carrying value of $1,500,000 for cash of $1,300,000 and a note receivable of $200,000 with an interest rate of 10% and a five year maturity. The contract is scheduled to close August 15, 1995. Also, the Trust has a contract for the sale of the Sunchase Apartments in Corpus Christi, Texas. The close of this transaction is subject to several contingency items and is tentatively scheduled to close September 15, 1995. Budgeted capital expenditures for the year ending December 31, 1995 are as follows (in thousands): Upgrades on acquisitions $ 1,082 New development costs 1,108 Major Renovation 926 Tenant Improvements: New Tenants 995 Renewal Tenants 282 Other 457 ------------- $ 4,850 ============= The Trust anticipates that its current cash balance, operating cash flow, proceeds from dispositions of properties and borrowings (including borrowings under the revolving line of credit) will be adequate to pay the Trust's (i) operating and administrative expenses, (ii) debt service obligations, (iii) distributions to shareholders, (iv) capital improvements, and (v) normal repair and maintenance expenses at its properties both in the short and long term.