<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
COMMISSION FILE NUMBER 1-13561
ENTERTAINMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 43-1790877
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE KANSAS CITY PLACE
1200 MAIN STREET, SUITE 3250, KANSAS CITY, MISSOURI 64105
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (816) 472-1700
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. /X/ Yes
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
At November 5, 1999, there were 14,986,851 Common Shares of Beneficial Interest
outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENTERTAINMENT PROPERTIES TRUST
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------- --------------------
ASSETS (UNAUDITED)
<S> <C> <C>
Rental properties, net $ 464,890 $ 438,348
Land held for development 11,951 17,649
Investment in real estate joint venture 8,658 -
Cash and cash equivalents 4,275 2,341
Other assets 6,206 6,033
----------- -----------
Total assets $ 495,980 $ 464,371
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 1,236 $ 1,066
Dividend payable 6,338 5,545
Unearned rents 3,605 3,161
Long-term debt 216,185 206,037
----------- -----------
Total liabilities 227,364 215,809
Commitments and contingencies - -
Shareholders' equity
Preferred Shares, $.01 par value; 5,000,000 shares
authorized; no shares issued or outstanding - -
Common Shares, $.01 par value; 50,000,000 shares
authorized; 15,091,051 and 13,861,964 shares issued and
outstanding at September 30, 1999 and December 31, 1998,
respectively 151 139
Additional paid-in-capital 277,126 255,756
Loans to officers (2,400) (2,400)
Non-vested shares (915) (940)
Distributions in excess of net income (5,346) (3,993)
----------- -----------
Shareholder's equity 268,616 248,562
----------- -----------
Total liabilities and shareholders' equity $ 495,980 $ 464,371
=========== ===========
</TABLE>
<PAGE> 3
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
1999 1998 1999 1998
------------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Rental revenue $ 12,325 $ 9,817 $ 35,828 $ 24,726
Income from joint venture 177 - 177 -
------------- -------------- ---------------- -----------------
Total revenue 12,502 9,817 36,005 24,726
General and administrative expense 520 490 1,713 1,559
Depreciation and amortization 2,524 2,030 7,296 5,207
------------- -------------- ---------------- -----------------
Income from operations 9,458 7,297 26,996 17,960
Interest expense 3,270 2,381 9,853 3,787
------------- -------------- ---------------- -----------------
Net income $ 6,188 $ 4,916 $ 17,143 $ 14,173
============= ============== ================ =================
Net income per common share
Basic $ 0.41 $ 0.36 $ 1.19 $ 1.03
Diluted $ 0.41 $ 0.35 $ 1.19 $ 1.02
Shares used for computation (in thousands):
Basic 15,041 13,800 14,351 13,802
Diluted 15,089 13,861 14,398 13,861
Dividends per common share $ 0.42 $ 0.40 $ 1.26 $ 1.20
============= ============== ================ =================
</TABLE>
<PAGE> 4
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
----------------- -------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 17,143 $ 14,173
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 7,296 5,207
Increase in other assets (225) (4,308)
Increase (decrease) in accounts payable and accrued
liabilities 170 (1,783)
Increase in other liabilities - 1,682
Increase in unearned rent 444 1,286
----------------- -------------------
Net cash provided by operating activities 24,828 16,257
INVESTING ACTIVITIES
Acquisition of rental properties (32,801) (172,192)
Acquisition of development properties (3,682) (5,954)
----------------- -------------------
Net cash used in investing activities (36,483) (178,146)
FINANCING ACTIVITIES
Proceeds from long-term debt facilities 11,000 140,000
Principal payments on long-term debt (852) (149)
Borrowings under notes payable - 297
Proceeds from issuance of common shares 21,143 -
Distributions to shareholders (17,702) (16,633)
----------------- -------------------
Net cash provided by financing activities 13,589 123,515
----------------- -------------------
Net increase (decrease) in cash and cash equivalents 1,934 (38,374)
Cash and cash equivalents at beginning of period 2,341 45,220
----------------- -------------------
Cash and cash equivalents at end of period $ 4,275 $ 6,846
================= ===================
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITY
Declaration of dividend to common shareholders $ 6,338 $ 5,545
Transfer of land held for development in exchange
for investment in real estate joint venture $ 8,658 $ -
</TABLE>
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1). ORGANIZATION
Entertainment Properties Trust (the "Company") is a Maryland real estate
investment trust (REIT) organized on August 29, 1997. The Company was formed to
acquire and develop entertainment properties including megaplex theatres and
entertainment-themed retail centers.
2). SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company 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. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
The consolidated balance sheet as of December 31, 1998 has been derived from the
audited consolidated balance sheet at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1998.
Principles of Consolidation
The consolidated financial statements include the accounts of Entertainment
Properties Trust and its wholly-owned subsidiaries, EPT DownReit, Inc. and EPT
DownReit II, Inc. All significant intercompany transactions have been
eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ significantly from
such estimates and assumptions.
3). COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income", effective for fiscal years beginning after
December 15, 1998. SFAS No. 130 requires that changes in the amounts of certain
items, including gains and losses on certain securities, be shown in the
Financial Statements. The Company adopted the provisions of SFAS No. 130 on
January 1, 1998. The Company's comprehensive income is equivalent to net income
for the nine months ended September 30, 1999.
<PAGE> 6
4). PROPERTY ACQUISITIONS
During the nine month period ended September 30, 1999, the Company purchased the
Loews Woodridge 18 screen megaplex theatre for an aggregate purchase price of
$8.9 million. In addition, the Company purchased the Muvico Tampa 20 screen
theatre for an aggregate purchase price of $11.3 million, and has made
subsequent investments in the property totaling $3.7 million. The Muvico Tampa
location is expected to open in November 1999. The Company completed the
acquisition of the Muvico Paradise 24 theatre in Davie, Florida for an aggregate
$8.4 million. These properties are subject to lease arrangements generally
consistent with the lease terms of the Company's other rental properties. In
addition, land parcel acquisitions and other capitalized development costs
totaled $4.2 million during the nine months ended September 30, 1999.
5). REAL ESTATE JOINT VENTURE
On June 30, 1999, the Company finalized a joint venture with Excel Legacy Corp.
(Amex: XLG), whereby the Company contributed certain undeveloped land parcels
with a carrying value of $8.7 million in exchange for a 50% interest in the real
estate joint venture, comprised of the undeveloped land parcels and the
Westminster AMC 24 screen Theatre in Westminster, Colorado. The joint venture
intends to develop the properties as an entertainment-themed retail center. The
Company accounts for its investment in the real estate joint venture under the
equity method of accounting.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with the Consolidated
Financial Statements of the Company included in this quarterly report on Form
10-Q. The forward-looking statements included in this discussion and elsewhere
in this Form 10-Q involve risks and uncertainties, including anticipated
financial performance, business prospects, industry trends, anticipated capital
expenditures, performance of leases by tenants, shareholder returns and other
matters, which reflect management's best judgment based on factors currently
known. Actual results and experience could differ materially from the
anticipated results and other expectations expressed in the Company's
forward-looking statements as a result of a number of factors including but not
limited to those discussed in this Item.
RESULTS OF OPERATIONS
THIRD QUARTER RESULTS
The Company's revenues, which consist of property rentals and income from a
joint venture, were $12.5 million for the three months ended September 30, 1999
compared to $9.8 million for the three months ended September 30, 1998. The
increase was due primarily to (i) the acquisition of seven rental properties and
the formation of the joint venture subsequent to September 30, 1998 ($2.3
million), and (ii) contractual increases in base rents and a full quarter impact
of rents for megaplex theatres purchased prior to the third quarter of 1998
($0.4 million).
General and administrative expense totaled $0.5 million for the three months
ended September 30, 1999 and 1998.
Net interest expense totaled $3.3 million for the three months ended September
30, 1999 compared to net interest expense of $2.4 million for the three months
ended September 30, 1998. The $0.9 million increase in net interest expense
resulted primarily from an increase in long-term debt incurred as a result of
the property acquisitions made subsequent to September 30, 1998.
<PAGE> 7
Depreciation and amortization expense was $2.5 million for the three months
ended September 30, 1999 compared to $2.0 million for the three months ended
September 30, 1998. The increase of $0.5 million resulted from the additional
property acquisitions made subsequent to September 30, 1998.
Net income for the three months ended September 30, 1999 totaled $6.2 million or
$0.41 per diluted share as compared to $4.9 million or $0.35 per diluted share
for the three months ended September 30, 1998.
YEAR-TO-DATE RESULTS
Revenues totaled $36.0 million for the nine months ended September 30, 1999
compared to $24.7 million for the nine months ended September 30, 1998. The
increase of $11.3 million was due to the acquisition of seven rental properties
($7.5 million) subsequent to September 30, 1998, and contractual increases in
base rents and a full nine months of rent for megaplex theatres purchased during
the first nine months of 1998 ($3.4 million).
General and administrative expense totaled $1.7 million and $1.6 million for
the nine months ended September 30, 1999 and 1998.
Net interest expense totaled $9.9 million for the nine months ended September
30, 1999 compared to net interest expense of $3.8 million for the nine months
ended September 30, 1998. The increase of $6.1 million in interest expense
resulted from the increase in long-term debt incurred as a result of the
mid-year property acquisitions made during 1998 and property acquisitions made
subsequent to September 30, 1998.
Depreciation and amortization expense was $7.3 million for the nine months ended
September 30, 1999 compared to $5.2 million for the nine months ended September
30, 1998. The $2.1 million increase in depreciation and amortization resulted
from the mid-year property acquisitions made during 1998 and property
acquisitions made subsequent to September 30, 1998.
Net income for the nine months ended September 30, 1999 totaled $17.1 million or
$1.19 per diluted share as compared to $14.2 million or $1.02 per diluted share
for the nine months ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company had $4.3 million in cash and cash
equivalents, secured mortgage indebtedness of approximately $107 million, and
unsecured indebtedness of $109 million under the Bank Credit Facility. The $216
million aggregate principal amount of mortgage and unsecured indebtedness bears
interest at a weighted average rate of 6.95%.
As of September 30, 1999, the Company had drawn $109 million under the Bank
Credit Facility. The remaining credit availability of $41 million will be
utilized to acquire additional entertainment properties and to fund operations,
if needed. The Bank Credit Facility contains a number of financial covenants and
restrictions, including restrictions on the amount of secured indebtedness that
can be obtained by the Company, a restriction on dividends to 90% of FFO
(provided that the Company may at all times pay the dividends required to
maintain its status as a REIT) and provisions governing the eligibility and
value of properties for borrowing base calculations.
The Company anticipates that its cash from operations and credit available under
the Bank Credit Facility will provide adequate liquidity to conduct its
operations, fund administrative and operating costs, interest payments and
additional planned property acquisitions and allow distributions to the
Company's shareholders in accordance with Internal Revenue Code requirements for
qualification as a REIT and to avoid any corporate level federal income tax or
excise tax.
Future acquisitions will be made pursuant to the Company's investment objectives
and policies to maximize both current income and long-term growth in income. As
acquisition opportunities are presented that would cause the Company to exhaust
its equity capital and available credit under the Bank Credit Facility, the
Company intends to consider: (i) entering into joint
<PAGE> 8
ventures with other investors to acquire or develop properties; (ii) issuing
Company securities in exchange for properties; and/or (iii) conducting a public
offering or direct placement of the Company's securities designed to raise
capital for acquisitions and/or reduce borrowings under the Bank Credit
Facility, thereby replenishing the available credit for future acquisitions.
There can be no assurance these objectives can be achieved. See the December 31,
1998 annual report on Form 10-K for a discussion of the Company's capitalization
strategies and capital requirements for future growth.
The Company's liquidity requirements with respect to future acquisitions may be
reduced to the extent the Company is able to use common Shares as consideration
for such purchases. Accordingly, the Company has filed a registration statement
on Form S-4 with the Securities and Exchange Commission to register 5,000,000
Shares for issuance in exchange for the acquisition of additional properties as
such opportunities may arise.
The Company has also filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission for the purpose of registering 5,000,000
Shares which may be issued from time to time in public offerings or direct
placements with underwriters or institutional investors as such opportunities
may arise. On June 4, 1999, the Company completed the sale of 1,200,000 Shares
in connection with this shelf registration. The net proceeds of $20.9 million
were used to finance the acquisition of the Loews Woodridge 18 screen theatre,
the acquisition of the Muvico Tampa Palms 20 screen megaplex theatre, and reduce
the Company's debt under it's Bank Credit Facility.
On February 9, 1999, the Company instituted a dividend reinvestment and direct
share purchase plan pursuant to which shareholders may elect to automatically
reinvest their dividends by purchasing Shares issued directly by the Company and
shareholders and others may purchase Shares for cash directly from the Company.
The Company plans to permit optional cash investments in excess of the monthly
maximum investment limit, which the Company anticipates will be an additional
source of capital.
FUNDS FROM OPERATIONS
The Company believes that to facilitate a clear understanding of the historical
consolidated operating results, FFO should be examined in conjunction with net
income as presented in the Consolidated Financial Statements. FFO is considered
by management as an appropriate measure of the performance of an equity REIT
because it is predicated on cash flow analysis, which management believes is
more reflective of the value of real estate companies, such as the Company,
rather than a measure predicated on net income, which includes non-cash
expenses, such as depreciation. FFO is generally defined as net income plus
certain non-cash items, primarily depreciation of real estate properties.
The following tables summarize the Company's FFO for the three and nine month
periods ended September 30, 1999 and September 30, 1998 (in thousands except per
Share data):
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net income $6,188 $4,916 $17,143 $14,173
Real estate depreciation 2,397 1,951 6,982 4,983
------------- ------------ ----------- ------------
Funds From Operations $8,585 $6,867 $24,125 $19,156
------------- ------------ ----------- ------------
Basic FFO per share $0.57 $0.50 $1.68 $1.39
Diluted FFO per share $0.57 $0.49 $1.68 $1.38
Shares used for computation:
Basic 15,041 13,800 14,351 13,802
Diluted 15,089 13,861 14,398 13,861
</TABLE>
<PAGE> 9
YEAR 2000 DISCLOSURE
The Year 2000 issue concerns the inability of certain systems and devices to
properly use or store dates beyond December 31, 1999, resulting in system
failures or malfunctions that disrupt normal operations. This issue affects most
companies to some degree.
The Company believes its own internal operations, information systems and
software applications are Year 2000 compliant. The Company's only computer
software, other than standard office automation software, is its accounting
software. The third party vendor of the Company's accounting software has
certified that the system is Year 2000 compliant. The Company did not incur any
additional expenditures for its accounting software relating to Year 2000
issues.
The Company has assessed the extent to which it is vulnerable to any failure of
its tenants or third-party service providers to remedy their own Year 2000
issues. The Company's evaluation of these issues has been conducted by its own
personnel or by inquiries of tenants and vendors in connection with their
servicing operations. The Company's expenditures for assessing Year 2000 issues
have not been material. In addition, the Company is not aware of any Year 2000
issues that will require material expenditures by the Company in the future.
The Company does not believe the risk posed by Year 2000 related problems at any
of the Company's third-party service providers, such as its banks, payroll
processor or telecommunications providers, would have a material effect on its
operations. Nevertheless, Year 2000 related problems at such third-party service
providers could delay the processing of financial transactions and the Company's
payroll and could temporarily disrupt the Company's internal and external
communications. However, the Company expects such disruptions, should they
occur, to be temporary.
The Company intends to continue to monitor Year 2000 issues, and develop
contingency plans to the extent deemed necessary. However, based on current
information, the Company does not anticipate developing any substantive
contingency plans with respect to Year 2000 issues. In addition, the Company
currently has no plans to use any independent verification or review of its
assessments.
While the Company believes it will be Year 2000 ready by December 31, 1999,
there can be no assurance the Company will be successful in identifying and
assessing all compliance issues. There can be no assurance that systems of other
companies on which the Company relies will be Year 2000 compliant on a timely
basis and thus no assurance that those companies' systems would not have a
material adverse effect on the Company's business or results of operations.
SUBSEQUENT EVENTS
On October 26, 1999, David M. Brain was promoted to President and Chief
Executive Officer. Mr. Brain was also elected to the Board of Trustees. Mr.
Brain has served as the Company's Chief Financial Officer since the Company was
formed in 1997, and assumed the additional title of Chief Operating Officer in
early 1999. The Company also named Fred L. Kennon, the Company's Vice President,
Treasurer and Controller to the additional position of Chief Financial Officer.
Robert L. "Chip" Harris, formerly President, has become a consultant to the
Company and has resigned his position as Trustee.
On October 6, 1999, the Company announced that the Board of Trustees approved
the repurchase of up to one million of its outstanding common shares. As of
November 5, 1999, the Company has repurchased a total of 104,200 shares in the
open market.
<PAGE> 10
FORWARD LOOKING INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
WITH THE EXCEPTION OF HISTORICAL INFORMATION, THIS REPORT ON FORM 10-Q CONTAINS
FORWARD-LOOKING STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND IDENTIFIED BY SUCH WORDS AS "WILL BE," "INTEND,"
"CONTINUE," "BELIEVE," "MAY," "EXPECT," "HOPE," "ANTICIPATE," "GOAL,"
"FORECAST," OR OTHER COMPARABLE TERMS. THE COMPANY'S ACTUAL FINANCIAL CONDITION,
RESULTS OF OPERATIONS OR BUSINESS MAY VARY MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD LOOKING STATEMENTS AND INVOLVE VARIOUS RISKS AND UNCERTAINTIES,
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
- - The Company's dependence on its largest tenant and lease guarantor for a
substantial portion of its lease revenues and ability to make distributions
to its shareholders
- - The Company's continuing ability to diversify its portfolio
- - Competition from other entities providing capital to the entertainment
industry
- - Dependence on key personnel
- - Operating risks in the entertainment industry that may affect the
operations of the Company's tenants
- - Tax risks arising from the Company's continuing ability to qualify as a
REIT
- - Interest rates and availability of debt financing
- - Availability of capital for future expansion
- - Performance of lease terms by tenants
- - General real estate investment risks
- - Other risk and uncertainties
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING
STATEMENTS AND ARE ENCOURAGED TO REVIEW THE RISK FACTORS IDENTIFIED IN THE
COMPANY'S PROSPECTUS CONTAINED IN ITS SHELF REGISTRATION STATEMENT ON FORM S-3.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks, primarily relating to potential losses
due to changes in interest rates on long-term debt. The Company seeks to
mitigate the effects of fluctuations in interest rates by matching the term of
new investments with new long-term fixed rate borrowings whenever possible.
The Company is subject to risks associated with debt financing, including the
risk that existing indebtedness may not be refinanced or that the terms of such
refinancing may not be as favorable as the terms of current indebtedness. The
majority of the Company's borrowings are subject to mortgages or contractual
agreements which limit the amount of indebtedness the Company may incur.
Accordingly, if the Company is unable to raise additional equity or borrow money
due to these limitations, the Company's ability to acquire additional properties
may be limited.
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1 . LEGAL PROCEEDINGS
None.
ITEM 2 . CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 . DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 . SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 . OTHER INFORMATION
Not applicable.
ITEM 6 . EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
27 Financial Data Schedule.
B. Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERTAINMENT PROPERTIES TRUST
Dated: November 12, 1999 By /s/ Fred L.Kennon
----------------------------------------
Fred L. Kennon, Chief Financial Officer,
Treasurer and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Financial Data Schedule information has been extracted from the Registrants
Consolidted Balance Sheet dated September 30, 1999 and the Consolidated
Statement of Income for the nine months ended September 30, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 145
<SECURITIES> 4,130
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 477,271
<DEPRECIATION> (12,381)
<TOTAL-ASSETS> 495,980
<CURRENT-LIABILITIES> 0
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0
0
<COMMON> 151
<OTHER-SE> 268,465
<TOTAL-LIABILITY-AND-EQUITY> 495,980
<SALES> 0
<TOTAL-REVENUES> 36,005
<CGS> 0
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<OTHER-EXPENSES> 9,009
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,853
<INCOME-PRETAX> 17,143
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<NET-INCOME> 17,143
<EPS-BASIC> 1.19
<EPS-DILUTED> 1.19
</TABLE>
