-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjA7UYtF2V6wfHcYSeilFNHNb1FW9eJKGfWkYMSe6KbCFCLV4reUI019YNe7HfQ5 3fE7xh+O7o0X8J3XD63E/Q== 0000950134-98-008727.txt : 19981113 0000950134-98-008727.hdr.sgml : 19981113 ACCESSION NUMBER: 0000950134-98-008727 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MORTGAGE & EQUITY TRUST CENTRAL INDEX KEY: 0000319416 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942738844 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-10503 FILM NUMBER: 98743919 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL SPECIAL TRUST DATE OF NAME CHANGE: 19901122 10-Q 1 FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1998 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1998 ------------------ Commission File Number 0-10503 ------- CONTINENTAL MORTGAGE AND EQUITY TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) California 94-2738844 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10670 North Central Expressway, Suite 300, Dallas, TX 75231 ----------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (214) 692-4700 ------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Shares of Beneficial Interest, no par value 4,017,150 - ------------------------------ --------------------------------- (Class) (Outstanding at October 30, 1998) 1 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying Consolidated Financial Statements have not been audited by independent certified public accountants, but in the opinion of the management of Continental Mortgage and Equity Trust (the "Trust"), all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of consolidated results of operations, consolidated financial position and consolidated cash flows at the dates and for the periods indicated, have been included. CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED BALANCE SHEETS
September 30, December 31, 1998 1997 ------------ ------------ (dollars in thousands) Assets Notes and interest receivable Performing ....................................... $ 2,642 $ 2,853 Nonperforming, nonaccruing ....................... 2,257 2,257 ------------ ------------ 4,899 5,110 Less - allowance for estimated losses ............... (1,456) (1,481) ------------ ------------ 3,443 3,629 Foreclosed real estate held for sale, net of accumulated depreciation ($699 in 1998 and $725 in 1997) ......................................... 5,022 5,670 Real estate under contract for sale, net of accumulated depreciation ($3,024 in 1997) ........ -- 5,940 Real estate held for investment, net of accumulated depreciation ($23,567 in 1998 and $19,393 in 1997) 288,814 250,084 Investment in marketable equity securities of affiliates, at market ............................ 13,571 13,042 Cash and cash equivalents ........................... 4,397 3,088 Other assets (including $535 in 1998 and $791 in 1997 from affiliates) ............................ 15,778 17,917 ------------ ------------ $ 331,025 $ 299,370 ============ ============
The accompanying notes are an integral part of these Consolidated Financial Statements. 2 3 CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED BALANCE SHEETS - Continued
September 30, December 31, 1998 1997 ------------- ------------ (dollars in thousands) Liabilities and Shareholders' Equity ------------------------------------ Liabilities Notes and interest payable ................................. $ 234,744 $ 199,712 Other liabilities (including $2,381 in 1997 to affiliates) ............................................. 8,966 11,615 ------------ ------------ 243,710 211,327 Commitments and contingencies Shareholders' equity Shares of Beneficial Interest, no par value; authorized shares, unlimited; issued and out- standing, 4,017,150 shares in 1998 and 4,021,470 shares in 1997 .......................................... 8,045 8,054 Paid-in capital ............................................ 257,042 257,101 Accumulated distributions in excess of accumulated earnings ................................................ (189,986) (188,849) Net unrealized gains on marketable equity securities of affiliates ................................ 12,214 11,737 ------------ ------------ 87,315 88,043 ------------ ------------ $ 331,025 $ 299,370 ============ ============
The accompanying notes are an integral part of these Consolidated Financial Statements. 3 4 CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------- ------------------------- 1998 1997 1998 1997 ---------- ---------- ---------- ---------- (dollars in thousands, except per share) Revenue Rentals .................... $ 16,539 $ 14,425 $ 47,287 $ 40,630 Interest ................... 168 263 539 729 ---------- ---------- ---------- ---------- 16,707 14,688 47,826 41,359 Expenses Property operations ........ 9,987 8,445 27,421 23,576 Interest ................... 5,992 4,350 16,149 12,245 Depreciation ............... 2,005 1,586 6,074 4,563 Advisory fee to affiliate .. 632 548 1,838 1,552 Net income fee to affiliate (140) (99) 58 287 General and administrative . 504 817 1,648 2,219 ---------- ---------- ---------- ---------- 18,984 15,647 53,183 44,442 ---------- ---------- ---------- ---------- (Loss) from operations ........ (2,273) (959) (5,357) (3,083) Equity in income (loss) of partnerships ............... 38 (17) 108 56 Gain (loss) on sale of real estate ..................... 454 (245) 5,916 6,565 ---------- ---------- ---------- ---------- Net income (loss) ............. $ (1,781) $ (1,221) $ 667 $ 3,538 ========== ========== ========== ========== Earnings per share Net income (loss) .......... $ (.44) $ (.30) $ .17 $ .88 ========== ========== ========== ========== Weighted average shares of beneficial interest used in computing earnings per share 4,012,507 4,025,985 4,011,072 4,026,061 ========== ========== ========== ==========
The accompanying notes are an integral part of these Consolidated Financial Statements. 4 5 CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated Distributions Accumulated Shares of in Excess of Other Beneficial Interest Paid-in Accumulated Comprehensive Shareholders' Shares Amount Capital Earnings Income Equity --------- ---------- ---------- ---------- ---------- ---------- (dollars in thousands, except per share) Balance, January 1, 1998 ................ 4,021,470 $ 8,054 $ 257,101 $ (188,849) $ 11,737 $ 88,043 Comprehensive Income Net income .......... -- -- -- 667 -- 667 Unrealized gains on marketable equity securities ....... -- -- -- -- 477 477 --------- 1,144 Repurchase of shares of beneficial interest . (15,000) (30) (210) -- -- (240) Shares of beneficial interest sold under dividend reinvestment plan ................ 10,902 21 151 -- -- 172 Fractional shares ...... (222) -- -- -- -- -- Distributions ($.45 per share) .......... -- -- -- (1,804) -- (1,804) --------- ---------- ---------- ---------- ---------- ---------- Balance, September 30, 1998 ................ 4,017,150 $ 8,045 $ 257,042 $ (189,986) $ 12,214 $ 87,315 ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these Consolidated Financial Statements. 5 6 CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, ----------------------------- 1998 1997 ------------ ------------ (dollars in thousands) Cash Flows from Operating Activities Rents collected ................................. $ 47,246 $ 40,397 Interest collected .............................. 384 784 Interest paid ................................... (14,773) (11,343) Payments for property operations ................ (28,070) (21,533) General and administrative expenses paid ........ (2,107) (2,640) Advisory and net income fee paid to affiliate ... (2,146) (2,986) Distributions from partnerships' operating cash flow ......................................... 80 228 Other ........................................... (1,351) (564) ------------ ------------ Net cash (used in) provided by operating activities ............................... (737) 2,343 Cash Flows from Investing Activities Acquisition of real estate ...................... (46,917) (19,579) Real estate improvements ........................ (4,345) (3,759) Proceeds from sale of real estate ............... 22,156 14,388 Sale of notes receivable ........................ 304 -- Funding of notes receivable ..................... -- (73) Collections on notes receivable ................. 375 2,339 Distributions from partnerships' investing activities ................................... -- 36 Deposits on pending acquisitions and financings . (77) (898) Deferred financing costs ........................ (2,147) (525) Deposits on proposed merger ..................... (440) -- ------------ ------------ Net cash (used in) investing activities ...... (31,091) (8,071) Cash Flows from Financing Activities Distributions to shareholders ................... (1,804) (1,570) Proceeds from notes payable and margin borrowings 62,844 28,105 Payments on notes payable ....................... (27,835) (23,850) Repurchase of shares of beneficial interest ..... (240) -- Shares of beneficial interest sold under dividend reinvestment plan ............................ 172 -- ------------ ------------ Net cash provided by financing activities .... 33,137 3,685 ------------ ------------ Net increase (decrease) in cash and cash equivalents ..................................... 1,309 (2,043) Cash and cash equivalents, beginning of period ..... 3,088 2,961 ------------ ------------ Cash and cash equivalents, end of period ........... $ 4,397 $ 918 ============ ============
The accompanying notes are an integral part of these Consolidated Financial Statements. 6 7 CONTINENTAL MORTGAGE AND EQUITY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
For the Nine Months Ended September 30, ------------------------- 1998 1997 ---------- ---------- (dollars in thousands) Reconciliation of net income to net cash provided by operating activities Net income ......................................... $ 667 $ 3,538 Adjustments to reconcile net income to net cash provided by operating activities Depreciation .................................... 6,074 4,563 Gain on sale of real estate ..................... (5,916) (6,565) (Increase) decrease in interest receivable ...... (82) 208 Decrease in other assets ........................ 1,918 403 Increase (decrease) in other liabilities ........ (3,402) 24 Increase in interest payable .................... 32 -- Distributions from partnerships' operating cash flow ......................................... 80 228 Equity in (income) of partnerships .............. (108) (56) ---------- ---------- Net cash (used in) provided by operating activities ............................... $ (737) $ 2,343 ========== ========== Noncash investing and financing activities Notes payable from acquisition of real estate ... $ -- $ 8,056 Unrealized gain on marketable equity securities . 477 6,010 Note receivable from sale of real estate ........ 467 --
The accompanying notes are an integral part of these Consolidated Financial Statements. 7 8 CONTINENTAL MORTGAGE AND EQUITY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying Consolidated 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 Article 10 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. Operating results for the nine month period ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. Dollar amounts in tables are in thousands. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Trust's Annual Report on Form 10-K for the year ended December 31, 1997 ("1997 Form 10-K"). Certain balances for 1997 have been reclassified to conform to the 1998 presentation. NOTE 2. MORTGAGE NOTES RECEIVABLE As more fully discussed in NOTE 4. "NOTES PAYABLE," seven of the Trust's mortgage notes receivable, with a combined principal balance of $1.4 million at December 31, 1997, were pledged as additional collateral on a $2.3 million loan, primarily secured by the AMOCO Office Building in New Orleans, Louisiana. In March 1998, the loan was refinanced and the collateral notes were released. In April 1998, the Trust sold five mortgage notes secured by single-family residences located in Arizona and Hawaii for $319,000 in cash. The Trust received net cash of $304,000 after the payment of various closing costs. The Trust recognized no gain or loss on the sale. NOTE 3. REAL ESTATE In January 1998, the Trust completed the sale of the 353 unit Edgewood Apartments in Lansing, Illinois, that was under contract for sale at December 31, 1997. The apartment complex was sold for $12.1 million in cash, with the Trust receiving net cash of $2.3 million after paying off $9.3 million in mortgage debt and the payment of various closing costs. The Trust paid a real estate brokerage commission of $302,000 to Carmel Realty, Inc. ("Carmel Realty"), an affiliate of Basic Capital Management, Inc. ("BCM"), the Trust's advisor. The Trust recognized a gain of $5.6 million on the sale. Also in January 1998, the Trust purchased the McKinney 36 land, 36.4 acres of undeveloped land in Collin County, Texas, for $2.1 million in cash. The Trust paid a real estate brokerage commission of $82,000 to Carmel Realty and a property acquisition fee of $21,000 to BCM. In March 1998, the Trust purchased the 1010 Common Building, a 494,579 sq. ft. office building in New Orleans, Louisiana, for $14.5 million. The building was acquired subject to ground leases that expire from 8 9 CONTINENTAL MORTGAGE AND EQUITY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 3. REAL ESTATE (Continued) November 2029 to April 2069. The Trust paid $6.3 million in cash and obtained new mortgage financing of $8.2 million. The lender has committed to fund an additional $3.8 million for tenant improvements. The mortgage bears interest at 9.7% per annum, requires monthly payments of interest only and matures in April 2001. The Trust paid a real estate brokerage commission of $337,500 to Carmel Realty and a property acquisition fee of $145,000 to BCM. In April 1998, the Trust purchased four of the ground leases for $200,000 in cash. Also in March 1998, the Trust purchased the 225 Baronne Building, a 416,834 sq. ft. office building in New Orleans, Louisiana, for $11.2 million. The Trust paid $3.8 million in cash and obtained new mortgage financing of $7.4 million. The lender has committed to fund an additional $1.6 million for tenant improvements. The mortgage bears interest at 9.7% per annum, requires monthly payments of interest only and matures in April 2001. The Trust paid a real estate brokerage commission of $288,000 to Carmel Realty and a property acquisition fee of $112,000 to BCM. Further in March 1998, the Trust sold 4050 Getwell, a 112,382 sq. ft. industrial warehouse in Memphis, Tennessee, for $2.1 million in cash. The Trust received net cash of $1.2 million after paying off $793,000 in mortgage debt and the payment of various closing costs. The Trust paid a real estate brokerage commission of $81,500 to Carmel Realty. The Trust recognized no gain or loss on the sale. In April 1998, the Trust purchased the 338 unit Fontenelle Hills Apartments in Bellevue, Nebraska, for $12.8 million. The Trust paid $2.0 million in cash and obtained new mortgage financing of $10.8 million. The mortgage bears interest at 7.16% per annum, requires monthly payments of principal and interest of $73,017 and matures in May 2008. The Trust paid a real estate brokerage commission of $311,000 to Carmel Realty and a property acquisition fee of $128,000 to BCM. Also in April 1998, the Trust purchased the Whisenant land, 16.802 acres of undeveloped land in Collin County, Texas, for $600,000 in cash. The Trust paid a real estate brokerage commission of $24,000 to Carmel Realty and an acquisition fee of $6,000 to BCM. In May 1998, the Trust sold the Pinemont Professional Building, a 19,685 sq. ft. office building in Houston, Texas, for $570,000. The Trust received net cash of $57,000 and provided $467,000 of seller financing in the form of a wraparound mortgage note. The note bears interest at 10.4% per annum, requires monthly payments of principal and interest of $6,281 and matures in July 2008. The Trust recognized a loss of $154,000 on the sale. In July 1998, the Trust purchased the Solco Allen land, 55.725 acres of undeveloped land in Collin County, Texas, for $1.3 million in cash. The 9 10 CONTINENTAL MORTGAGE AND EQUITY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 3. REAL ESTATE (Continued) Trust paid a real estate brokerage commission of $53,000 to Carmel Realty and an acquisition fee of $13,000 to BCM. Also in July 1998, the Trust purchased the Sandison land, 100.171 acres of undeveloped land in Collin County, Texas, for $4.7 million in cash. The Trust paid a real estate brokerage commission of $95,000 to Carmel Realty and an acquisition fee of $47,000 to BCM. In August 1998, the Trust purchased the 1013 Common land, 18,000 sq. ft. of developed land in New Orleans, Louisiana, for $582,000 in cash. The Trust paid a real estate brokerage commission of $23,000 to Carmel Realty and an acquisition fee of $6,000 to BCM. In September 1998, the Trust sold the 113,638 sq. ft. Rio Pinar Shopping Center in Orlando, Florida, for $8.8 million in cash. The Trust received $3.1 million in cash after paying off $5.1 million in mortgage debt and the payment of various closing costs. The Trust paid a real estate brokerage commission of $246,000 to Carmel Realty. The Trust recognized a gain of $478,000 on the sale. During 1998, the Trust expended $636,000 to rebuild an industrial warehouse in Atlanta, Georgia that had been destroyed by fire in 1996. Construction was completed in the third quarter of 1998. NOTE 4. NOTES PAYABLE In January 1998, the Trust refinanced the mortgage debt secured by the Promenade Shopping Center in Highlands Ranch, Colorado in the amount of $7.7 million. The Trust received net cash of $2.1 million after paying off $5.4 million in existing mortgage debt, the funding of required escrows and the payment of various closing costs. The new mortgage bears interest at 7.42% per annum, requires monthly payments of principal and interest of $56,502 and matures in January 2008. The Trust paid a mortgage brokerage and equity refinancing fee of $77,000 to BCM. In March 1998, the Trust refinanced the mortgage debt in the amount of $15.0 million secured by the AMOCO Office Building in New Orleans, Louisiana, and by seven mortgage notes receivable. The Trust received net cash of $10.9 million after paying off $3.8 million in existing mortgage debt and the payment of various closing costs associated with the financing. The lender has committed to fund an additional $1.0 million in tenant improvements. The new mortgage bears interest at 8.7% per annum, requires monthly payments of interest only and matures in April 2001. The Trust paid a mortgage brokerage and equity refinancing fee of $150,000 to BCM. The mortgage debt secured by the AMOCO, 1010 Common and 225 Baronne Office Buildings in New Orleans, Louisiana are cross-collateralized and cross defaulted. Both the Trust and BCM have guaranteed repayment of 10 11 CONTINENTAL MORTGAGE AND EQUITY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 4. NOTES PAYABLE (Continued) the debt. Also, the Trust has committed to borrow an additional $163.0 million during the period ending March 2000 from the lender. In exchange for this commitment, the lender may record a second lien mortgage on the office buildings of up to $2.0 million. $1.0 million of this lien will be released upon the lender funding an additional $63.0 million in new loans to the Trust or BCM affiliated entities, with the remaining $1.0 million released pro rata as the remaining $100.0 million in new loans is funded. At September 30, 1998, $156.2 million of the borrowing commitment remained to be satisfied. Also in March 1998, the Trust refinanced the mortgage debt secured by the McCallum Crossing Apartments in Dallas, Texas in the amount of $8.4 million. The Trust received net cash of $1.8 million after paying off $6.3 million in existing mortgage debt and the payment of various closing costs. The new mortgage bears interest at 7.19% per annum, requires monthly payments of principal and interest of $56,961 and matures in April 2008. The Trust paid a mortgage brokerage and equity refinancing fee of $84,000 to BCM. In April 1998, the Trust obtained mortgage financing secured by its unencumbered McKinney 36 land in Collin County, Texas in the amount of $2.1 million. The Trust received net cash of $2.0 million after the payment of various closing costs. The new mortgage bears interest at 9.25% per annum, requires monthly payments of interest only and matures in April 2000. The Trust paid a mortgage brokerage and equity refinancing fee of $21,000 to BCM. In May 1998, the Trust refinanced the mortgage debt secured by the Willow Wick Apartments in North Augusta, South Carolina in the amount of $2.1 million. The Trust received net cash of $1.1 million after paying off $854,000 in existing mortgage debt and the payment of various closing costs. The new mortgage bears interest at 7.205% per annum, requires monthly payments of principal and interest of $13,990 and matures in June 2008. The Trust paid a mortgage brokerage and equity refinancing fee of $21,000 to BCM. In July 1998, concurrent with the purchases of the Solco Allen and Whisenant land, as discussed in NOTE 3. "REAL ESTATE," the Trust obtained mortgage financing in the amount of $5.2 million secured by the Solco Allen, Sandison and the Whisenant land, all in Collin County, Texas. The mortgage bears interest at 9.25% per annum, requires monthly payments of interest only and matures in April 2000. NOTE 5. COMMITMENTS AND CONTINGENCIES The Trust is involved in various lawsuits arising in the ordinary course of business. Management of the Trust is of the opinion that the outcome of these lawsuits would have no material impact on the Trust's financial condition, results of operations or liquidity. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction Continental Mortgage and Equity Trust (the "Trust") was formed to invest in real estate through acquisitions, leases and partnerships and in mortgage loans on real estate, including first, wraparound and junior mortgage loans. The Trust was organized on August 27, 1980 and commenced operations on December 3, 1980. Liquidity and Capital Resources Cash and cash equivalents aggregated $4.4 million at September 30, 1998, compared with $3.1 million at December 31, 1997. The principal reasons for the increase in cash are discussed in the paragraphs below. The Trust's principal sources of cash have been and will continue to be property operations, proceeds from property sales, principal payments on mortgage notes receivable and borrowings. The Trust expects the net cash provided by its operations and from external sources, such as property sales, financings and refinancings, will be sufficient to meet the Trust's various cash needs, including, but not limited to, debt service obligations, shareholder distributions and property maintenance and improvements. The Trust's cash flow from property operations (rents collected less payments for expenses applicable to rental income) increased from $18.9 million in the first nine months of 1997 to $19.4 million in the first nine months of 1998. Of this net increase, $1.1 million is the result of the Trust having acquired five apartment complexes and six commercial properties during 1997 and 1998 and an additional $1.7 million due to increased rental and occupancy rates primarily at the Trust's commercial properties. These increases were partially offset by a decrease of $2.1 million due to the sale of four commercial properties in 1997 and one apartment complex and three commercial properties in 1998. The Trust's management believes that the Trust's cash flow from property operations will continue to increase as the Trust continues to benefit from the properties acquired in the last three months of 1997 and first nine months of 1998. In January 1998, the Trust sold the 353 unit Edgewood Apartments in Lansing, Illinois, for $12.1 million in cash. The Trust received net cash of $2.3 million after paying off the then existing mortgage debt and the payment of various closing costs. Also in January 1998, the Trust refinanced the mortgage debt secured by the Promenade Shopping Center in Highlands Ranch, Colorado in the amount of $7.7 million. The Trust received net cash of $2.1 million after paying off the then existing mortgage debt. Further in January 1998, the Trust purchased the McKinney 36 land, 36.4 acres of undeveloped land in Collin County, Texas, for $2.1 million in 12 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) cash. In April 1998, the Trust obtained mortgage financing secured by such land in the amount of $2.1 million. The Trust received net cash from the financing of $2.0 million. In March 1998, the Trust purchased the 494,579 sq. ft. 1010 Common Office Building in New Orleans, Louisiana, for $14.5 million consisting of $6.3 million in cash and mortgage financing of $8.2 million. Also in March 1998, the Trust purchased the 416,834 sq. ft. 225 Baronne Office Building in New Orleans, Louisiana, for $11.2 million consisting of $3.8 million in cash and mortgage financing of $7.4 million. In March 1998, the Trust refinanced the mortgage debt in the amount of $15.0 million secured by the AMOCO Office Building in New Orleans, Louisiana, and by seven mortgage notes receivable. The Trust received net cash of $10.9 million after paying off the then existing mortgage debt. The mortgage debt secured by the above three New Orleans Office Buildings is cross-collateralized and cross defaulted. Both the Trust and Basic Capital Management, Inc. ("BCM"), the Trust's advisor, have guaranteed repayment of the debt. The Trust committed to borrow an additional $163.0 million from the lender during the period ending March 2000, of which $156.2 million of the borrowing commitment at September 30, 1998, remained to be satisfied. In exchange for this commitment, the lender may record a second lien mortgage on the New Orleans office buildings of up to $2.0 million. $1.0 million of this lien will be released upon the lender funding an additional $63.0 million in new loans to the Trust or BCM affiliated entities, with the remaining $1.0 million released pro rata as the remaining $100.0 million in new loans is funded. Also in March 1998, the Trust sold the 112,382 sq. ft. 4050 Getwell Industrial Warehouse in Memphis, Tennessee, for $2.1 million in cash. The Trust received net cash of $1.2 million after paying off the then existing mortgage debt and the payment of various closing costs. Further in March 1998, the Trust refinanced the mortgage debt secured by the McCallum Crossing Apartments in Dallas, Texas, in the amount of $8.4 million. The Trust received net cash of $1.8 million after paying off the then existing mortgage debt. In April 1998, the Trust purchased the 338 unit Fontenelle Hills Apartments in Bellevue, Nebraska, for $12.8 million, consisting of $2.0 million in cash and mortgage financing of $10.8 million. Also in April 1998, the Trust purchased the Whisenant land, 16.802 acres of undeveloped land in Collin County, Texas, for $600,000 in cash. 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) In May 1998, the Trust refinanced the mortgage debt secured by the Willow Wick Apartments in North Augusta, South Carolina in the amount of $2.1 million. The Trust received net cash of $1.1 million after paying off the then existing mortgage debt. In July 1998, the Trust purchased the Solco Allen land, 55.725 acres of undeveloped land in Collin County, Texas, for $1.3 million in cash. Also in July 1998, the Trust purchased the Sandison land, 100.171 acres of undeveloped land in Collin County, Texas, for $4.7 million in cash. Subsequent to these purchases, the Trust obtained mortgage financing in the amount of $5.2 million secured by the Solco Allen, Sandison and Whisenant land, all in Collin County, Texas. The Trust received net cash of $4.9 million after the payment of closing costs. In August 1998, the Trust purchased the 1013 Common land, 18,000 sq. ft. of developed land in New Orleans, Louisiana, for $582,000 in cash. In September 1998, the Trust sold the 113,638 sq. ft. Rio Pinar Shopping Center in Orlando, Florida, for $8.8 million in cash. The Trust received $3.1 million in cash after paying off the existing mortgage debt and the payment of various closing costs. In December 1989, the Trust's Board of Trustees authorized the Trust to repurchase a total of 1,465,000 of its shares of beneficial interest. The Trust completed the authorized repurchases during the first quarter of 1998. The Trust repurchased such shares at a total cost to the Trust of $7.8 million. In April 1998, the Trust's Board of Trustees authorized the Trust to repurchase an additional 200,000 of its shares of beneficial interest. No shares have been repurchased under this authorization. In the first nine months of 1998, the Trust paid quarterly distributions of $.45 per share or a total of $1.8 million and sold 10,902 shares of beneficial interest through its dividend reinvestment plan for a total of $172,000. Management reviews the carrying values of the Trust's properties and mortgage notes receivable at least annually and whenever events or a change in circumstances indicate that impairment may exist. Impairment is considered to exist if, in the case of a property, the future cash flow from the property (undiscounted and without interest) is less than the carrying amount of the property. For notes receivable, impairment is considered to exist if it is probable that all amounts due under the terms of the note will not be collected. In those instances where impairment is found to exist, a provision for loss is recorded by a charge against earnings. The mortgage note receivable review includes an evaluation of the collateral property securing such note. The property review generally includes selective property inspections, discussions with the manager of the 14 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) property and visits to selected properties in the surrounding area and a review of the following: (i) the property's current rents compared to market rents; (ii) the property's expenses; (iii) the property's maintenance requirements; and, (iv) the property's cash flow. Results of Operations The Trust reported a net loss of $1.8 million and net income of $667,000 for the three and nine months ended September 30, 1998, which includes gains on sale of real estate of $454,000 and $5.9 million. For the three months ended September 30, 1997, the Trust reported a net loss of $1.2 million including a $245,000 loss on the sale of real estate. The Trust reported net income of $3.5 million for the nine months ended September 30, 1997, which included gains on sale of real estate of $6.8 million. Fluctuations in these and other components of the Trust's revenues and expenses between the 1997 and 1998 periods are discussed below. Rents increased from $14.4 million and $40.6 million for the three and nine months ended September 30, 1997, to $16.5 million and $47.3 million for the three and nine months ended September 30, 1998. Of these increases, $692,000 and $4.6 million is attributable to the acquisition of 4 apartment complexes and 8 commercial properties in 1997, and $1.5 million and $3.2 million is attributable to the acquisition of one apartment complex and two commercial properties in 1998. Increases of $883,000 and $3.4 million are due to increased rental and occupancy rates at the Trust's apartment complexes and commercial properties. These increases are partially offset by decreases of $429,000 and $2.7 million due to the sale of 4 commercial properties in 1997 and decreases of $743,000 and $2.0 million due to the sale of an apartment complex and three commercial properties during 1998. Rents are expected to continue to increase due to revenues from properties acquired in 1998 and higher rental and occupancy rates. Interest income was $263,000 and $729,000 for the three and nine months ended September 30, 1997, compared to $168,000 and $539,000 for the three and nine months ended September 30, 1998. These decreases are due to the sale of five mortgage notes receivable in 1998 and the payoff of five mortgage notes receivable in 1997, partially offset by an increase in short-term investment income. Interest income in the fourth quarter of 1998 is expected to approximate that of the third quarter of 1998. Property operating expenses increased from $8.4 million and $23.6 million for the three and nine months ended September 30, 1997, to $10.0 million and $27.4 million for the three and nine months ended September 30, 1998. Of these increases, $632,000 and $2.7 million is due to the acquisition of 4 apartment complexes and 8 commercial properties in 1997 and $1.4 million and $2.7 million is due to the acquisitions of one apartment complex and two commercial properties in 1998. These increases are partially offset by decreases of $308,000 and $1.7 15 16 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Results of Operations (Continued) million due to the sale of four commercial properties in 1997 and decreases of $482,000 and $1.0 million due to the sale of an apartment complex and three commercial properties during 1998. Property operating expenses are expected to continue to increase due to properties acquired in 1998. Interest expense increased from $4.4 million and $12.2 million for the three and nine months ended September 30, 1997 to $6.0 million and $16.1 million for the three and nine months ended September 30, 1998. Of these increases, $1.1 million and $3.8 million is due to interest expense recorded on mortgages secured by fifteen properties, encumbered by debt, acquired in 1997 and six properties, encumbered by debt, acquired in 1998. An additional $740,000 and $1.1 million is due to interest expense recorded on borrowings in 1997 and 1998, secured by mortgages on one previously unencumbered commercial property and a note receivable in 1997 and three parcels of undeveloped land in 1998 and the refinancing of six existing mortgages in 1997 and four existing mortgages in 1998 where the loan balance was increased. These increases are partially offset by decreases of $294,000 and $1.5 million due to the sale of four commercial properties in 1997 and an apartment complex and three commercial properties in 1998. Interest expense in the fourth quarter of 1998 is expected to approximate that of the third quarter of 1998. Depreciation expense increased from $1.6 million and $4.6 million for the three and nine months ended September 30, 1997 to $2.0 million and $6.1 million for the three and nine months ended September 30, 1998. These increases are due to the acquisition of 4 apartment complexes and 8 commercial properties in 1997 and one apartment complex and two commercial properties in 1998, partially offset by the sale of four commercial properties in 1997 and an apartment complex and three commercial properties in 1998. Depreciation is expected to increase during the fourth quarter of 1998, as a result of depreciation on the properties acquired in the fourth quarter of 1997 and the properties acquired in the first nine months of 1998. Advisory fee to affiliate increased from $548,000 and $1.6 million for the three and nine months ended September 30, 1997 to $632,000 and $1.8 million for the three and nine months ended September 30, 1998. This increase is due to an increase in the Trust's gross assets, the basis for the advisory fee, as a result of property acquisitions in 1997 and in 1998 partially offset by the sale of four commercial properties in 1997 and an apartment complex and three commercial properties in 1998. The advisory fee is expected to continue to increase as the Trust makes additional property acquisitions. For the three months ended September 30, 1998, the Trust recorded a net income fee credit of $140,000 and for the nine months ended September 30, 1998, the Trust recorded a net income fee of $58,000. A net income 16 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Results of Operations (Continued) fee credit of $99,000 and a net income fee of $287,000 were recorded for the three and nine months ended September 30, 1997. The net income fee is 7.5% of the Trust's net income. General and administrative expenses decreased from $817,000 and $2.2 million for the three and nine months ended September 30, 1997, to $504,000 and $1.6 million for the three and nine months ended September 30, 1998. These decreases are primarily attributable to a decrease in legal fees related to the Olive litigation, partially offset by an increase in Advisor cost reimbursements. The Trust's equity in earnings of partnerships was a loss of $17,000 and income of $56,000 for the three and nine months ended September 30, 1997, as compared to income of $38,000 and $108,000 for the three and nine months ended September 30, 1998. The increase is due primarily to a loss recorded in 1997 on the sale of an industrial property by one of the equity partnerships. For the nine months ended September 30, 1998, the Trust recognized a net gain on the sale of real estate of $5.9 million, $5.6 million of such gain being from the sale of the Edgewood Apartments in January 1998, a loss of $154,000 on the sale of the Pinemont Professional Building in May 1998 and a gain of $454,000 on the sale of the Rio Pinar Shopping Center in September 1998. See NOTE 3. "REAL ESTATE." For the three months ended September 30, 1997, the Trust recognized a loss of $245,000 on the sale of Builders Square Shopping Center. For the nine months ended September 30, 1997, the Trust also recognized gains on the sale of real estate totaling $6.8 million, $5.4 million on the sale of Tollhill West Office Building in April 1997 and $1.4 million on the sale of 2626 Cole Office Building in May 1997. Tax Matters As more fully discussed in the Trust's 1997 Form 10-K, the Trust has elected and in the opinion of the Trust's management, qualified to be taxed as a Real Estate Investment Trust ("REIT") as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, (the "Code"). To continue to qualify for federal taxation as a REIT under the Code, the Trust is required to hold at least 75% of the value of its total assets in real estate assets, government securities and cash and cash equivalents at the close of each quarter of each taxable year. The Code also requires a REIT to distribute at least 95% of its REIT taxable income plus 95% of its net income from foreclosure property, as defined in Section 857 of the Code, on an annual basis to shareholders. Inflation The effects of inflation on the Trust's operations are not quantifiable. Revenues from property operations fluctuate proportionately with 17 18 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Inflation (Continued) increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and, correspondingly, the ultimate gains to be realized by the Trust from property sales. To the extent that inflation affects interest rates, the Trust's earnings from short-term investments and the cost of new borrowings as well as its existing variable rate borrowings will be affected. Environmental Matters Under various federal, state and local environmental laws, ordinances and regulations, the Trust may be potentially liable for removal or remediation costs, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery from the Trust for personal injury associated with such materials. The Trust's management is not aware of any environmental liability relating to the above matters that would have a material adverse effect on the Trust's business, assets or results of operations. Year 2000 BCM, the Trust's advisor, has informed the Trust that its computer hardware operating system and computer software have been certified as year 2000 compliant. Further, Carmel Realty Services, Ltd. ("Carmel, Ltd."), an affiliate of BCM, that performs property management services for the Trust's properties, has informed the Trust that it is currently testing year 2000 compliant property management computer software for the Trust's commercial properties. Carmel, Ltd. expects to begin utilizing such software January 1, 1999. With regards to the Trust's apartment properties, Carmel, Ltd. has informed the Trust that its subcontractors either have in place or will have in place in the first quarter of 1999, year 2000 compliant property management computer software. The Trust has not incurred, nor does it expect to incur, any costs related to its accounting and property management computer software being modified, upgraded or replaced in order to make it year 2000 compliant. Such costs have been or will be borne by either BCM, Carmel, Ltd. or the property management subcontractors of Carmel, Ltd. Management has not completed its evaluation of the Trust's computer controlled building systems, such as security, elevators, heating and 18 19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Year 2000 (Continued) cooling, etc., to determine what systems are not year 2000 compliant. Management does not believe that any necessary modifications to such systems will require significant expenditures or cause interruptions in operations, as such enhanced operating systems are readily available. The Trust has or will have in place the year 2000 compliant systems that will allow it to operate. The risks the Trust faces are that certain of its vendors will not be able to supply goods or services and that financial institutions and taxing authorities will not be able to accurately apply payments made to them. Management believes that other vendors are readily available and that financial institutions and taxing authorities will, if necessary, apply monies received manually. The likelihood of the above having a significant impact on the Trust's operations is negligible. -------------------------------- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Olive Litigation. In February 1990, the Trust, together with Income Opportunity Realty Investors, Inc., National Income Realty Trust and Transcontinental Realty Investors, Inc., three real estate entities with, at the time, the same officers, directors or trustees and advisor as the Trust, entered into a settlement of a class and derivative action entitled Olive et al. v. National Income Realty Trust et al. pending before the United States District Court for the Northern District of California and relating to the operation and management of each of the entities (the "Olive Litigation"). On April 23, 1990, the court granted final approval of the terms of a Settlement. On May 4, 1994, the parties entered into a Modification of Stipulation of Settlement dated April 27, 1994 (the "Olive Modification") that settled subsequent claims of breaches of the settlement that were asserted by the plaintiffs and that modified certain provisions of the April 1990 settlement. The Olive Modification was preliminarily approved by the Court on July 1, 1994, and final Court approval was entered on December 12, 1994. The effective date of the Olive Modification was January 11, 1995. The Court retained jurisdiction to enforce the Olive Modification, and during August and September 1996, the Court held evidentiary hearings to assess compliance with the terms of the Olive Modification by various parties. The Court issued no ruling or order with respect to the matters addressed at the hearings. 19 20 ITEM 1. LEGAL PROCEEDINGS (Continued) Separately, in 1996, legal counsel for the plaintiffs notified the Trust's Board of Trustees that he intended to assert that certain actions taken by the Board of Trustees breached the terms of the Olive Modification. On January 27, 1997, the parties entered into an Amendment to the Olive Modification, effective January 9, 1997 (the "Olive Amendment"), which was submitted to the Court for approval on January 29, 1997. The Olive Amendment provides for the settlement of all matters raised at the evidentiary hearings and by plaintiffs' counsel in his notices to the Trust's Board of Trustees. On May 2, 1997, a hearing was held for the Court to consider approval of the Olive Amendment. As a result of the hearing, the parties entered into a revised Olive Amendment. The Court issued an order approving the Olive Amendment on July 3, 1997. The Olive Amendment provided for the addition of four new unaffiliated members to the Trust's Board of Trustees and set forth new requirements for the approval of any transactions with certain affiliates until April 28, 1999. In addition, the Trust, IORI, TCI and their shareholders released the defendants from any claims relating to the plaintiffs' allegations and matters which were the subject of the evidentiary hearings. The plaintiffs' allegations of any breaches of the Modification shall be settled by mutual agreement of the parties or, lacking such agreement, by an arbitration proceeding. Under the Olive Amendment, all shares of the Trust owned by Gene E. Phillips or any of his affiliates shall be voted at all shareholders' meetings held until April 28, 1999 in favor of all new Board members added under the Olive Amendment. The Olive Amendment also requires that, until April 28, 1999, all shares of the Trust owned by Gene E. Phillips or his affiliates in excess of forty percent (40%) of the Trust's outstanding shares shall be voted pro rata to the votes cast by all non-affiliated shareholders of the Trust. In accordance with the Olive Amendment, Richard W. Douglas, Larry E. Harley and R. Douglas Leonhard were added to the Trust's Board of Trustees in January 1998 and Murray Shaw was added to the Trust's Board of Trustees in February 1998. ITEM 5. OTHER INFORMATION On October 25, 1996, the Trust's Board of Trustees approved a proposal to convert the Trust from a California business trust into a Nevada corporation. On February 10, 1998, the incorporation proposal was considered by the Trust's current Board of Trustees and was unanimously approved by such Board members. However, after evaluating the various alternative methods to accomplish conversion, the Trust's Board of Trustees approved a proposed merger of the Trust and Transcontinental Realty Investors, Inc. ("TCI"). Proposed Merger with Transcontinental Realty Investors, Inc. On September 25, 1998, the Trust and TCI jointly announced the agreement of their respective Boards for the Trust to be acquired by TCI. Under 20 21 ITEM 5. OTHER INFORMATION (Continued) Proposed Merger with Transcontinental Realty Investors, Inc. (Continued) the proposal, TCI would acquire all of the Trust's outstanding shares of beneficial interest, in a tax free exchange, for shares of its Common Stock. TCI would issue 1.181 shares of its Common Stock for each outstanding share of beneficial interest of the Trust. Upon the exchange of shares the Trust would merge into TCI. The share exchange and merger are subject to the negotiation of a definitive merger agreement and a vote of the shareholders of both entities. TCI has the same Board and advisor as the Trust. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number Description 10.0 Advisory Agreement dated as of October 15, 1998, between Continental Mortgage and Equity Trust and Basic Capital Management, Inc., filed herewith. 27.0 Financial Data Schedule, filed herewith. (b) Reports on Form 8-K as follows: A Current Report on Form 8-K, dated September 21, 1998, was filed September 28, 1998, with respect to Item 5. "Other Events," which reports the agreement of the respective Boards of Continental Mortgage and Equity Trust and Transcontinental Realty Investors, Inc. ("TCI") to form a single consolidated entity with TCI as its survivor. 21 22 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONTINENTAL MORTGAGE AND EQUITY TRUST Date: November 12, 1998 By: /s/ Randall M. Paulson ------------------------- -------------------------- Randall M. Paulson President Date: November 12, 1998 By: /s/ Thomas A. Holland ------------------------- ------------------------- Thomas A. Holland Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 22 23 CONTINENTAL MORTGAGE AND EQUITY TRUST EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q For the Nine Months Ended September 30, 1998
Exhibit Page Number Description Number - ------ --------------------------------------------------------------------------------------------------- ------ 10.0 Advisory Agreement dated as of October 15, 1998 between Continental Mortgage and Equity Trust and 24 Basic Capital Management, Inc. 27.0 Financial Data Schedule. 53
23 EX-10.0 2 ADVISORY AGREEMENT DATED AS OF OCTOBER 15, 1998 1 EXHIBIT 10.0 ADVISORY AGREEMENT BETWEEN CONTINENTAL MORTGAGE AND EQUITY TRUST AND BASIC CAPITAL MANAGEMENT, INC. THIS AGREEMENT dated as of October 15, 1998, between Continental Mortgage and Equity Trust, a California real estate investment trust (the "Trust"), and Basic Capital Management, Inc., a Nevada corporation (the "Advisor") W I T N E S S E T H: WHEREAS: 1. The Company owns a complex, diversified portfolio of real estate, mortgages and other assets, including many non-performing or troubled assets. 2. The Company is an active real estate investment trust with funds available for investment primarily in the acquisition of income-producing real estate and to a lesser extent in short and medium term mortgages. 3. The Advisor and its employees have extensive experience in the administration of real estate assets and the origination, structuring and evaluation of real estate and mortgage investments. 2 NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. DUTIES OF THE ADVISOR. Subject to the supervision of the Board of Trustees, the Advisor will be responsible for the day-to-day operations of the Trust and, subject to Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Trust as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Trust (the "Business Plan"); (b) using its best efforts to present to the Trust a continuing and suitable investment program consistent with the investment policies and objectives of the Trust as set forth in the Business Plan; (c) using its best efforts to present to the Trust investment opportunities consistent with the Business Plan and such investment program as the Trustees may adopt from time to time; (d) furnishing or obtaining and supervising the performance of the ministerial functions in connection with the administration of the day-to-day operations of the Trust, including 25 3 the investment of reserve funds and surplus cash in short-term money market investments; (e) serving as the Trust's investment and financial advisor and providing research, economic, and statistical data in connection with the Trust's investments and investment and financial policies; (f) on behalf of the Trust, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Trust's behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Trustees and furnishing the Trustees with advice and recommendations with respect to the making, acquiring (by purchase, investment, exchange, or otherwise), holding, and disposition (through sale, exchange, or otherwise) of investments consistent with the Business Plan of the Trust; (h) obtaining for the Trustees such services as may be required in acquiring and disposing of investments, disbursing and collecting the funds of the Trust, paying the debts and fulfilling the obligations of the Trust, and handling, prosecuting, and 26 4 settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) obtaining for and at the expense of the Trust such services as may be required for property management, loan disbursements, and other activities relating to the investments of the Trust, provided, however, the compensation for such services shall be agreed to by the Trust and the service provider; (j) advising the Trust in connection with public or private sales of shares or other securities of the Trust, or loans to the Trust, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; (k) quarterly and at any other time requested by the Trustees, making reports to the Trustees regarding the Trust's performance to date in relation to the Trust's approved Business Plan and its various components, as well as the Advisor's performance of the foregoing services; (l) making or providing appraisal reports, where appropriate, on investments or contemplated investments of the Trust; (m) assisting in preparation of reports and other documents necessary to satisfy the reporting and other requirements 27 5 of any governmental bodies or agencies and to maintain effective communications with shareholders of the Trust; and (n) doing all things necessary to ensure its ability to render the services contemplated herein, including providing office space and office furnishings and personnel necessary for the performance of the foregoing services as Advisor, all at its own expense, except as otherwise expressly provided for herein. 2. NO PARTNERSHIP OR JOINT VENTURE. The Trust and the Advisor are not partners or joint venturers with each other, and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. 3. RECORDS. At all times, the Advisor shall keep proper books of account and records of the Trust's affairs which shall be accessible for inspection by the Trust at any time during ordinary business hours. 4. ADDITIONAL OBLIGATIONS OF THE ADVISOR. The Advisor shall refrain from any action (including, without limitation, furnishing or rendering services to tenants of property or managing or operating real property) that would (a) adversely affect the status of the Trust as a real estate investment trust, as defined and limited in Sections 856-860 of the Internal Revenue Code, (b) 28 6 violate any law, rule, regulation, or statement of policy of any governmental body or agency having jurisdiction over the Trust or over its securities, (c) cause the Trust to be required to register as an investment company under the Investment Company Act of 1940, or (d) otherwise not be permitted by the Declaration of Trust of the Trust. 5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own name, and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Trust, under such terms and conditions as the Trustees may approve, provided that no funds in any such account shall be commingled with funds of the Advisor; and the Advisor shall from time to time render appropriate accounting of such collections and payments to the Trustees and to the auditors of the Trust. 6. BOND. The Advisor shall maintain a fidelity bond with a responsible surety company in such amount as may be required by the Trustees from time to time, covering all directors, officers, employees, and agents of the Advisor handling funds of the Trust and any investment documents or records pertaining to investments of the Trust. Such bond shall inure to the benefit of the Trust in 29 7 respect to losses of any such property from acts of such directors, officers, employees, and agents through theft, embezzlement, fraud, negligence, error, or omission or otherwise, the premium for said bond to be at the expense of the Trust. 7. INFORMATION FURNISHED ADVISOR. The Trustees shall have the right to change the Business Plan at any time, effective upon receipt by the Advisor of notice of such change. The Trust shall furnish the Advisor with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants, and such other information with regard to the Trust's affairs as the Advisor may from time to time reasonably request. 8. CONSULTATION AND ADVICE. In addition to the services described above, the Advisor shall consult with the Trustees, and shall, at the request of the Trustees or the officers of the Trust, furnish advice and recommendations with respect to any aspect of the business and affairs of the Trust, including any factors that in the Advisor's best judgment should influence the policies of the Trust. 9. ANNUAL BUSINESS PLAN AND BUDGET. No later than January 15th of each year, the Advisor shall submit to the Trustees a 30 8 written Business Plan for the current Fiscal Year of the Trust. Such Business Plan shall include a twelve-month forecast of operations and cash flow with explicit assumptions and a general plan for asset sales or acquisitions, lending, foreclosure and borrowing activity, other investments or ventures and proposed securities offerings or repurchases or any proposed restructuring of the Trust. To the extent possible, the Business Plan shall set forth the Advisor's recommendations and the basis therefor with respect to all material investments of the Trust. Upon approval by the Board of Trustees, the Advisor shall be authorized to conduct the business of the Trust in accordance with the explicit provisions of the Business Plan, specifically including the borrowing, leasing, maintenance, capital improvements, renovations and sale of investments set forth in the Business Plan. Any transaction or investment not explicitly provided for in the approved Business Plan shall require the prior approval of the Board of Trustees unless made pursuant to authority expressly delegated to the Advisor. Within sixty (60) days of the end of each calendar quarter, the Advisor shall provide the Board of Trustees with a report comparing the Trust's actual performance for such quarter against the Business Plan. 31 9 10. DEFINITIONS. As used herein, the following terms shall have the meanings set forth below: (a) "Affiliate" shall mean, as to any Person, any other Person who owns beneficially, directly, or indirectly, 1% or more of the outstanding capital stock, shares or equity interests of such Person or of any other Person which controls, is controlled by, or is under common control with such Person or is an officer, retired officer, director, employee, partner, or trustee (excluding non-interested trustees not otherwise affiliated with the entity) of such Person or of any other Person which controls, is controlled by, or is under common control with, such Person. (b) "Appraised Value" shall mean the value of a Real Property according to an appraisal made by an independent qualified appraiser who is a member in good standing of the American Institute of Real Estate Appraisers and is duly licensed to perform such services in accordance with the applicable state law, or, when pertaining to Mortgage Loans, the value of the underlying property as determined by the Advisor. (c) "Book Value" of an asset or assets shall mean the value of such asset or assets on the books of the Trust, before provision for amortization, depreciation, depletion or valuation reserves and before deducting any indebtedness or other liability 32 10 in respect thereof, except that no asset shall be valued at more than its fair market value as determined by the Trustees. (d) "Book Value of Invested Assets" shall mean the Book Value of the Trust's total assets (without deduction of any liabilities), but excluding (i) goodwill and other intangible assets, (ii) cash, and (iii) cash equivalent investments with terms which mature in one year or less. (e) "Business Plan" shall mean the Trust's investment policies and objectives and the capital and operating budget based thereon, approved by the Board as thereafter modified or amended. (f) "Fiscal Year" shall mean any period for which an income tax return is submitted to the Internal Revenue Service and which is treated by the Internal Revenue Service as a reporting period. (g) "Gross Asset Value" shall mean the total assets of the Trust after deduction of allowance for amortization, depreciation or depletion and valuation reserves. (h) "Mortgage Loans" shall mean notes, debentures, bonds, and other evidences of indebtedness or obligations, whether negotiable or non-negotiable, and which are secured or collateralized by mortgages, including first, wraparound, construction and development, and junior mortgages. 33 11 (i) "Net Asset Value" shall mean the Book Value of all the assets of the Trust minus all the liabilities of the Trust. (j) "Net Income" for any period shall mean the Net Income of the Trust for such period computed in accordance with generally accepted accounting principles after deduction of the Gross Asset Fee, but before deduction of the Net Income Fee, as set forth in Sections 11 (a) and 11(b), respectively, herein, and inclusive of gain or loss of the sale of assets. (k) "Net Operating Income" shall mean rental income less property operating expenses. (l) "Person" shall mean and include individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other entities and governments and agencies and political subdivisions thereof. (m) "Real Property" shall mean and include land, rights in land, leasehold interests (including but not limited to interests of a lessor or lessee therein), and any buildings, structures, improvements, fixtures, and equipment located on or used in connection with land, leasehold interests, and rights in land or interests therein. 34 12 All calculations made pursuant to this Agreement shall be based on statements (which may be unaudited, except as provided herein) prepared on an accrual basis consistent with generally accepted accounting principles, regardless of whether the Trust may also prepare statements on a different basis. All other terms shall have the same meaning as set forth in the Trust's Declaration of Trust and Trustees' Regulations. 11. ADVISORY COMPENSATION. (a) Gross Asset Fee. On or before the twenty-eighth day of each month during the term hereof, the Trust shall pay to the Advisor, as compensation for the basic management and advisory services rendered to the Trust hereunder, a fee at the rate of .0625% per month of the average of the Gross Asset Value of the Trust at the beginning and at the end of the next preceding calendar month. Without negating the provisions of Sections 18, 19, 22 and 23 hereof, the annual rate of the Gross Asset Fee shall be .75% per annum. (b) Net Income Fee. As an incentive for successful investment and management of the Trust's assets, the Advisor will be entitled to receive a fee equal to 7.5% per annum of the Trust's Net Income for each Fiscal Year or portion thereof for which the Advisor provides services. To the extent the Trust has Net Income in a 35 13 quarter, the 7.5% Net Income Fee is to be paid quarterly on or after the third business day following the filing of the report on Form 10-Q with the Securities and Exchange Commission, except for the payment for the fourth quarter, ended December 31, which is to be paid on or after the third business day following the filing of the report on Form 10-K with the Securities and Exchange Commission. The 7.5% Net Income Fee is to be cumulative within any Fiscal Year, such that if the Trust has a loss in any quarter during the Fiscal Year, each subsequent quarter's payment during such Fiscal Year shall be adjusted to maintain the 7.5% per annum rate, with final settlement being made with the fourth quarter payment and in accordance with audited results for the Fiscal Year. The 7.5% Net Income Fee is not cumulative from year to year. (c) Acquisition Commission. For supervising the acquisition, purchase or long term lease of Real Property for the Trust, the Advisor is to receive an Acquisition Commission equal to the lesser of (i) up to 1% of the cost of acquisition, inclusive of commissions, if any, paid to nonaffiliated brokers; or (ii) the compensation customarily charged in arm's-length transactions by others rendering similar property acquisition services as an ongoing public activity in the same geographical location and for comparable property. The aggregate of each purchase price of each 36 14 property (including the Acquisition Commissions and all real estate brokerage fees) may not exceed such property's Appraised Value at acquisition. (d) Incentive Sales Compensation. To encourage periodic sales of appreciated Real Property at optimum value and to reward the Advisor for improved performance of the Trust's Real Property, the Trust shall pay the Advisor, on or before the 45th day after the close of each Fiscal Year, an incentive fee equal to 10% of the amount, if any, by which the aggregate sales consideration for all Real Property sold by the Trust during such Fiscal Year exceeds the sum of: (i) the cost of each such Real Property as originally recorded in the Trust's books for tax purposes (without deduction for depreciation, amortization or reserve for losses), (ii) capital improvements made to such assets during the period owned by the Trust and (iii) all closing costs (including real estate commissions) incurred in the sale of such Real Property; provided, however, no incentive fee shall be paid unless (a) such Real Property sold in such Fiscal Year, in the aggregate, has produced an 8% simple annual return on the Trust's net investment including capital improvements, calculated over the Trust's holding period, before depreciation and inclusive of operating income and sales consideration and (b) the aggregate Net Operating Income from all 37 15 Real Property owned by the Trust for all of the prior Fiscal Year and the current Fiscal Year shall be at least 5% higher in the current Fiscal Year than in the prior Fiscal Year. (e) Mortgage or Loan Acquisition Fees. For the acquisition or purchase from an unaffiliated party of any existing mortgage or loan by the Trust, the Advisor or an Affiliate is to receive a Mortgage or Loan Acquisition Fee equal to the lesser of (a) 1% of the amount of the mortgage or loan purchased by the Trust or (b) a brokerage or commitment fee which is reasonable and fair under the circumstances. Such fee will not be paid in connection with the origination or funding by the Trust of any mortgage loan. (f) Mortgage Brokerage and Equity Refinancing Fees. For obtaining loans to the Trust or refinancing on Trust properties, the Advisor or an Affiliate is to receive a Mortgage Brokerage and Equity Refinancing Fee equal to the lesser of (a) 1% of the amount of the loan or the amount refinanced or (b) a brokerage or refinancing fee which is reasonable and fair under the circumstances; provided, however that no such fee shall be paid on loans from the Advisor or an Affiliate without the approval of the Board of Trustees. No fee shall be paid on loan extensions. 38 16 12. LIMITATION ON THIRD PARTY MORTGAGE PLACEMENT FEES. The Advisor or any of its Affiliates shall pay to the Trust, one-half of any compensation received by the Advisor or any such Affiliate from third parties with respect to the origination, placement or brokerage of any loan made by the Trust, provided, however, the compensation retained by the Advisor or Affiliate shall not exceed the lesser of (a) 2% of the amount of the loan committed by the Trust or (b) a loan brokerage and commitment fee which is reasonable and fair under the circumstances. 13. STATEMENTS. The Advisor shall furnish to the Trust not later than the tenth day of each calendar month, beginning with the second calendar month of the term of this Agreement, a statement showing the computation of the fees, if any, payable in respect to the next preceding calendar month (or, in the case of incentive compensation, for the preceding Fiscal Year, as appropriate) under the Agreement. The final settlement of incentive compensation for each Fiscal Year shall be subject to adjustment in accordance with, and upon completion of, the annual audit of the Trust's financial statements; any payment by the Trust or repayment by the Advisor that shall be indicated to be necessary in accordance therewith shall be made promptly after the completion of such audit and shall 39 17 be reflected in the audited statements to be published by the Trust. 14. COMPENSATION FOR ADDITIONAL SERVICES. If and to the extent that the Trust shall request the Advisor or any director, officer, partner, or employee of the Advisor to render services for the Trust other than those required to be rendered by the Advisor hereunder, such additional services, if performed, will be compensated separately on terms to be agreed upon between such party and the Trust from time to time. In particular, but without limitation, if the Trust shall request that the Advisor perform property management, leasing, loan disbursement or similar functions, the Trust and the Advisor shall enter into a separate agreement specifying the obligations of the parties and providing for reasonable additional compensation to the Advisor for performing such services. 15. EXPENSES OF THE ADVISOR. Without regard to the amount of compensation or reimbursement received hereunder by the Advisor, the Advisor shall bear the following expenses: (a) employment expenses of the personnel employed by the Advisor (including Trustees, officers, and employees of the Trust who are directors, officers, or employees of the Advisor or of any 40 18 company that controls, is controlled by, or is under common control with the Advisor), including, but not limited to, fees, salaries, wages, payroll taxes, travel expenses, and the cost of employee benefit plans and temporary help expenses except for those personnel expenses described in Sections 16(e) and (p); (b) advertising and promotional expenses incurred in seeking investments for the Trust; (c) rent, telephone, utilities, office furniture and furnishings, and other office expenses of the Advisor and the Trust, except as any of such expenses relates to an office maintained by the Trust separate from the office of the Advisor; and (d) miscellaneous administrative expenses relating to performance by the Advisor of its functions hereunder. 16. EXPENSES OF THE TRUST. The Trust shall pay all of its expenses not assumed by the Advisor and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Trust shall be paid by the Trust and shall not be paid by the Advisor: (a) the cost of money borrowed by the Trust; (b) income taxes, taxes and assessments on real property, and all other taxes applicable to the Trust; 41 19 (c) legal, auditing, accounting, underwriting, brokerage, listing, registration and other fees, printing, and engraving and other expenses, and taxes incurred in connection with the issuance, distribution, transfer, registration, and stock exchange listing of the Trust's securities; (d) fees, salaries, and expenses paid to officers, and employees of the Trust who are not directors, officers or employees of the Advisor, or of any company that controls, is controlled by, or is under common control with the Advisor; (e) expenses directly connected with the origination or purchase of Mortgage Loans and with the acquisition, disposition, and ownership of real estate equity interests or other property (including the costs of foreclosure, insurance, legal, protective, brokerage, maintenance, repair, and property improvement services) and including all compensation, traveling expenses, and other direct costs associated with the Advisor's employees or other personnel engaged in (i) real estate transaction legal services, (ii) internal auditing, (iii) foreclosure and other mortgage finance services, (iv) sale or solicitation for sale of mortgages, (v) engineering and appraisal services, and (vi) transfer agent services; 42 20 (f) expenses of maintaining and managing real estate equity interests; (g) insurance, as required by the Trustees (including Trustees' liability insurance); (h) the expenses of organizing, revising, amending, converting, modifying, or terminating the Trust; (i) expenses connected with payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Trust; (j) all expenses connected with communications to holders of securities of the Trust and the other bookkeeping and clerical work necessary in maintaining relations with holders of securities, including the cost of printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Trust's securities; (k) the cost of any accounting, statistical, bookkeeping or computer equipment or computer time necessary for maintaining the books and records of the Trust and for preparing and filing Federal, State and Local tax returns; (l) transfer agent's, registrar's, and indenture trustee's fees and charges; 43 21 (m) legal, accounting, investment banking, and auditing fees and expenses charged by independent parties performing these services not otherwise included in clauses (c) and (e) of this Section 16; (n) expenses incurred by the Advisor, arising from the sales of Trust properties, including those expenses related to carrying out foreclosure proceedings; (o) commercially reasonable fees paid to the Advisor for efforts to liquidate mortgages before maturity, such as the solicitation of offers and negotiation of terms of sale; (p) costs and expenses connected with computer services, including but not limited to employee or other personnel compensation, hardware and software costs, and related development and installation costs associated therewith; (q) costs and expenses associated with risk management (i.e. insurance relating to the Trust's assets); (r) loan refinancing compensation; and (s) expenses associated with special services requested by the Trustees pursuant to Section 14 hereof. 17. OTHER ACTIVITIES OF ADVISOR. The Advisor, its officers, directors, or employees or any of its Affiliates may engage in other business activities related to real estate investments or act 44 22 as advisor to any other person or entity (including another real estate investment trust), including those with investment policies similar to the Trust, and the Advisor and its officers, directors, or employees and any of its Affiliates shall be free from any obligation to present to the Trust any particular investment opportunity that comes to the Advisor or such persons, regardless of whether such opportunity is in accordance with the Trust's Business Plan. However, to minimize any possible conflict, the Advisor shall consider the respective investment objectives of, and the appropriateness of a particular investment to each such entity in determining to which entity a particular investment opportunity should be presented. If appropriate to more than one entity, the Advisor shall present the investment opportunity to the entity that has had sufficient uninvested funds for the longest period of time. 18. LIMITATION ON OPERATING EXPENSES. To the extent that the Operating Expenses of the Trust for any Fiscal Year exceeds the limitation set forth in the Trust's Declaration of Trust as amended from time to time, or any similar limitation (if contained) in a successor Declaration of Trust or Certificate of Incorporation, the Advisor shall refund to the Trust such portion of its fees payable hereunder as may be required by such Section. 45 23 19. TERM; TERMINATION OF AGREEMENT. This Agreement shall continue in force until the next Annual Meeting of Shareholders of the Trust, and, thereafter, it may be renewed from year to year, subject to any required approval of the Shareholders of the Trust and, if any Trustee is an Affiliate of the Advisor, the approval of a majority of the Trustees who are not so affiliated. Notice of renewal shall be given in writing by the Trustees to the Advisor not less than 60 days before the expiration of this Agreement or of any extension thereof. This Agreement may be terminated for any reason without penalty upon 60 days' written notice by the Trust to the Advisor or 120 days' written notice by the Advisor to the Trust, in the former case by the vote of a majority of the Trustees who are not Affiliates of the Advisor or by the vote of holders of a majority of the outstanding shares of the Trust. Notwithstanding the foregoing, however, in the event of any material change in the ownership, control, or management of the Advisor, the Trust may terminate this Agreement without penalty and without advance notice to the Advisor. 20. AMENDMENTS. This Agreement shall not be changed, modified, terminated or discharged in whole or in part except by an 46 24 instrument in writing signed by both parties hereto, or their respective successors or assigns, or otherwise as provided herein. 21. ASSIGNMENT. This Agreement shall not be assigned by the Advisor without the prior consent of the Trust. The Trust may terminate this Agreement in the event of its assignment by the Advisor without the prior consent of the Trust. Such an assignment or any other assignment of this Agreement shall bind the assignee hereunder in the same manner as the Advisor is bound hereunder. This Agreement shall not be assignable by the Trust without the consent of the Advisor, except in the case of assignment by the Trust to a corporation, association, trust, or other organization that is a successor to the Trust. Such successor shall be bound hereunder and by the terms of said assignment in the same manner as the Trust is bound hereunder. 22. DEFAULT, BANKRUPTCY, ETC. At the option solely of the Trustees, this Agreement shall be and become terminated immediately upon written notice of termination from the Trustees to the Advisor if any of the following events shall occur: (a) If the Advisor shall violate any provision of this Agreement, and after notice of such violation shall not cure such default within 30 days; or 47 25 (b) If the Advisor shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator, or trustee of the Advisor or of all or substantially all of its property by reason of the foregoing, or approving any petition filed against the Advisor for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of 30 days; or (c) If the Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal bankruptcy laws, or for relief under any law for the relief of debtors, or shall consent to the appointment of a receiver of itself or of all or substantially all its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally, as they become due. The Advisor agrees that if any of the events specified in subsections (b) and (c) of this Section 22 shall occur, it will give written notice thereof to the Trustees within seven days after the occurrence of such event. 23. ACTION UPON TERMINATION. From and after the effective date of termination of this Agreement, pursuant to Sections 19, 21 or 22 48 26 hereof, the Advisor shall not be entitled to compensation for further services hereunder but shall be paid all compensation accruing to the date of termination. The Advisor shall forthwith upon such termination: (a) pay over to the Trust all monies collected and held for the account of the Trust pursuant to this Agreement; (b) deliver to the Trustees a full accounting, including a statement showing all payments collected by it and a statement of any monies held by it, covering the period following the date of the last accounting furnished to the Trustees; and (c) deliver to the Trustees all property and documents of the Trust then in the custody of the Advisor. 24. MISCELLANEOUS. The Advisor shall be deemed to be in a fiduciary relationship to the shareholders of the Trust. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith, and shall not be responsible for any action of the Trustees in following or declining to follow any advice or recommendations of the Advisor. Neither the Advisor nor any of its shareholders, directors, officers, or employees shall be liable to the Trust, the Trustees, the holders of securities of the Trust or to any successor or assign of the Trust for any losses arising from the 49 27 operation of the Trust if the Advisor had determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Trust and the liability or loss was not the result of negligence or misconduct by the Advisor. However, in no event will the directors, officers or employees of the Advisor be personally liable for any act or failure to act unless it was the result of such person's willful misfeasance, bad faith, gross negligence or reckless disregard of duty. 25. NOTICES. Any notice, report, or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report, or other communication is accepted by the party to whom it is given, and shall be given by being delivered at the following addresses of the parties hereto: 50 28 The Trustees and/or the Trust: Continental Mortgage and Equity Trust 10670 North Central Expressway Suite 600 Dallas, Texas 75231 Attention: President The Advisor: Basic Capital Management, Inc. 10670 North Central Expressway Suite 600 Dallas, Texas 75231 Attention: Executive Vice President and Chief Financial Officer Either party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 25. 26. HEADINGS. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction, or effect of this Agreement. 27. GOVERNING LAW. This Agreement has been prepared, negotiated and executed in the State of Texas. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely in the State of Texas. 28. EXECUTION. This instrument is executed and made on behalf of the Trust by an officer of the Trust, not individually but solely as an officer, and the obligations under this Agreement are 51 29 not binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees, or agents of the Trust personally, but bind only the Trust property. IN WITNESS WHEREOF, CONTINENTAL MORTGAGE AND EQUITY TRUST and BASIC CAPITAL MANAGEMENT, INC., by their duly authorized officers, have signed these presents all as of the day and year first above written. CONTINENTAL MORTGAGE AND EQUITY TRUST By: /s/ Randall M. Paulson -------------------------------- Randall M. Paulson President BASIC CAPITAL MANAGEMENT, INC. By: /s/ Thomas A. Holland -------------------------------- Thomas A. Holland Executive Vice President and Chief Financial Officer 52 EX-27.0 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 4,397 13,571 4,899 1,456 0 0 318,102 24,266 331,025 0 234,744 0 0 0 87,315 331,025 0 47,265 0 27,421 6,074 0 16,149 667 0 667 0 0 0 667 .17 .17
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