<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 333-56813
BRAND SCAFFOLD SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3909681
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification no.)
15450 South Outer 40, #270, Chesterfield, MO 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 519-1000
- --------------------------------------------------------------------------------
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: [ ]
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.
Class of Common Stock Outstanding at April 30, 1999
$.01 Par Value 100 shares
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Page 1
INDEX
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Operations for the Three Months Ended
March 31, 1999 and 1998 2
Consolidated Balance Sheets at March 31, 1999 and December 31, 1998
3-4
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1999 and 1998 5-6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10-13
PART II - OTHER INFORMATION
Item 6. (a) Exhibits 14
(b) Reports on Form 8-K
SIGNATURES 14
</TABLE>
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Page 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
(unaudited)
--------------------------
1999 1998
--------------------------
<S> <C> <C>
Revenue ...................................... $ 59,127 $ 50,690
Operating expenses ........................... 45,830 38,814
--------------------------
Gross profit ............................... 13,297 11,876
Selling and administrative expenses .......... 7,935 5,986
--------------------------
Operating income ........................... 5,362 5,890
Interest expense ............................. 4,479 4,057
Interest income .............................. (37) (125)
--------------------------
Pretax income (loss) ....................... 920 1,958
Provision for income tax ..................... -- --
--------------------------
Income (loss) before extraordinary loss .... 920 1,958
Extraordinary loss on debt extinguishment, net
of tax of $0 ............................... -- 4,329
--------------------------
Net income (loss) .......................... 920 (2,371)
Less accretion of preferred stock dividends .. (1,302) (1,128)
==========================
Net (loss) applicable to common stock ...... $ (382) $ (3,499)
==========================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
March
31, 1999 December
(unaudited) 31, 1998
---------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........................ $ 3,191 $ 3,125
Trade accounts receivable, net of allowance for
doubtful accounts: 1999, $945; 1998, $812 ...... 36,192 31,485
Costs and estimated earnings in excess of billings
on uncompleted contracts ....................... 2,364 2,056
Notes receivable, current portion ................ 175 132
Note receivable from WMI, current portion ........ 1,450 2,175
Other current assets ............................. 2,424 3,192
-------------------
Total current assets ......................... 45,796 42,165
PROPERTY AND EQUIPMENT:
Land ............................................. 1,639 1,633
Buildings ........................................ 2,452 2,284
Vehicles and other equipment ..................... 14,614 11,281
Scaffolding equipment ............................ 179,884 172,970
Leasehold improvements ........................... 887 853
-------------------
Total property and equipment, at cost .......... 199,476 189,021
Less-Accumulated depreciation and amortization ... 32,006 27,421
-------------------
Total property and equipment, net ............ 167,470 161,600
-------------------
OTHER ASSETS:
Intangible assets, net ........................... 1,161 1,186
Deferred financing costs, net .................... 5,307 5,350
Note receivable from WMI, net of current portion . -- --
Notes receivable, net of current portion ......... 648 759
-------------------
Total other assets ........................... 7,116 7,295
===================
TOTAL ASSETS ....................................... $220,382 $211,060
===================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
March
31, 1999 December
(unaudited) 31, 1998
--------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Revolving loan ....................................... $ 14,500 $ --
Current maturities of long-term debt ................. 5,250 5,000
Accounts payable ..................................... 2,370 4,026
Accrued expenses -
Payroll and related accruals ....................... 4,323 6,419
Workers compensation and health benefits ........... 7,566 6,304
Other .............................................. 4,952 7,536
Billings in excess of costs and estimated earnings
on uncompleted contracts ........................... 840 800
----------------------
Total current liabilities ........................ 39,801 30,085
----------------------
LONG-TERM DEBT ......................................... 152,000 153,500
----------------------
NOTES PAYABLE AND CAPITAL LEASE OBLIGATION ............. 3,965 4,176
----------------------
DEFERRED INCOME TAXES .................................. 1,936 1,875
----------------------
14.5% SENIOR EXCHANGEABLE
PREFERRED STOCK .................................... 37,209 35,907
----------------------
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock, $0.01 par value, 100 shares
authorized, issued and outstanding ................. -- --
Paid-in capital ...................................... 18,520 18,525
Receivable from sale of Holding's Common Stock ....... (336) (336)
Predecessor basis adjustment ......................... (13,038) (13,038)
Cumulative translation adjustment .................... (1,027) (1,368)
Accumulated deficit .................................. (18,648) (18,266)
----------------------
Total stockholder's equity (deficit) ............... (14,529) (14,483)
======================
Total liabilities and stockholder's equity (deficit) $ 220,382 $ 211,060
======================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31 (unaudited)
----------------------------
1999 1998
----------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .................................... $ 920 $ (2,370)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities -
Depreciation and amortization ...................... 4,626 3,334
Extraordinary loss ................................. -- 4,329
Gain on sale of fixed assets other than scaffolding . (7) --
Changes in operating assets and liabilities -
Trade accounts receivable, net ...................... (4,685) (7,895)
Costs and estimated earnings in excess of billings
on uncompleted contracts ......................... (305) 614
Notes receivable ................................... 720 38
Scaffolding equipment .............................. 836 938
Accounts payable ................................... (1,658) (583)
Accrued expenses ................................... (3,336) 3,278
Billings in excess of costs and estimated earnings
on uncompleted contracts ......................... 40 (54)
Other .............................................. 768 (1,956)
----------------------
Net cash used by operating activities .......... (2,081) (329)
----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ................... (10,967) (3,589)
Receipts on note receivable from WMI ................. 73 675
Proceeds from sales of property and equipment
other than scaffolding ............................... 7 1
Redemption of Parent Company Stock .................. (5)
--
----------------------
Net cash used by investing activities ........... (10,892) (2,913)
----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt ......................... -- 130,000
Payments of long-term debt ........................... (1,250) (119,750)
Borrowings/(payments) of revolving loan .............. 14,500 (3,500)
Debt issuance financing costs ........................ -- (4,408)
Payments on capital lease obligation ................. (211) --
----------------------
Net cash provided by financing activities ........ 13,039 2,342
----------------------
INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS .......................................... 66 (900)
CASH AND CASH EQUIVALENTS, beginning of
Period ............................................... 3,125 2,217
======================
CASH AND CASH EQUIVALENTS, end of period ............... $ 3,191 $ 1,317
======================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31 (unaudited)
------------------------------
1999 1998
-------------- ---------------
<S> <C> <C>
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 7,585 $ 3,113
=======================
NONCASH TRANSACTIONS:
Paid in-kind accretion of preferred stock dividends . $ 1,302 $ 1,129
=======================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BRAND SCAFFOLD SERVICES, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The financial statements included herein for the periods ended March 31, 1999
and 1998 have been prepared by the Company without audit. In the opinion of
management, all adjustments have been made which are of a normal recurring
nature necessary to present fairly the Company's financial position as of March
31, 1999 and the results of operations and cash flows for the three months
ending March 31, 1999 and 1998. Certain information and footnote disclosures
have been condensed or omitted for these periods. The results for interim
periods are not necessarily indicative of results for the entire year.
1. Organization and Business
Brand Scaffold Services, Inc. (a Delaware corporation) and its subsidiaries (the
"Company") are 100% owned by DLJ Brand Holdings, Inc. ("Holdings"). Holdings is
owned 65.5% by Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), 9.3% by Carlisle
Enterprises, L.P. ("Carlisle"), 18.6% by Waste Management Industrial Inc.
("WIS") and 6.5% by the directors, officers and employees of the Company. WIS is
a subsidiary of Waste Management, Inc. ("WMI").
The Company believes it operates in one segment. The Company provides
scaffolding services primarily to refining, chemical, petrochemical and utility
industries, and to a lesser extent, pulp and paper plants, nuclear facilities
and general commercial clients. Scaffolding services are typically provided in
connection with periodic, routine cleaning and maintenance of refineries,
chemical plants and utilities, as well as for new construction projects. The
Company provides personnel to erect and dismantle scaffolding structures,
transport scaffolding to project sites and supervise and manage such activities.
In addition, the company rents and occasionally sells scaffolding that is
classified as property and equipment on the consolidated balance sheet. The
Company maintains a substantial inventory of scaffolding in the United States
and Canada.
2. Summary of Significant Accounting Policies
The accompanying financial statements are prepared on a consolidated basis and
include those assets, liabilities, revenues and expenses directly attributable
to the operations of the Company. All significant intercompany balances and
transactions have been eliminated.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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3. Debt and Borrowing Arrangements
At March 31, 1999 and December 31, 1998 long term-debt consisted of the
following (in thousands):
<TABLE>
<CAPTION>
March
31, 1999 December
(unaudited) 31, 1998
-------------------------
<S> <C> <C>
Revolving Loans .......................... $ 14,500 --
Term Loans ............................... 27,250 28,500
10 1/4% Senior Notes ..................... 130,000 130,000
Less Current Portion ................... 19,750 5,000
=========================
Long-Term Debt ........................... $152,000 $153,500
=========================
</TABLE>
In 1996, the Company entered into a Credit Agreement, which provided for Term
Loan Commitments under Senior Secured Credit facilities totaling $160 million,
and a Revolving Loan Commitment totaling $30 million. In February 1998, the
Company issued $130 million of 10 1/4% Senior Notes due February 2008. The
offering was underwritten by DLJ. The proceeds of this offering were used to
repay $120 million of the Term Loans outstanding under the Credit Agreement. In
addition, in February 1998, the Company amended the Credit Agreement to reduce
the total facility to $60 million. This amendment included revisions to certain
covenant requirements.
4. Commitments and Contingencies
In the ordinary course of conducting its business, the Company becomes involved
in various pending claims and lawsuits. These primarily relate to employee
matters. The outcome of these matters is not presently determinable, however, in
the opinion of management, based on the advice of legal counsel, the resolution
of these matters is not anticipated to have a material adverse effect on the
financial position or results of operations of the Company.
5. Comprehensive Income
For the three months ended March 31, 1999 and 1998, comprehensive income (loss)
was $1.3 million and $(2.2) million, respectively.
6. Accounting Standard Not Yet Implemented
In June 1998, the Financial Accounting Standards Board ("FASB") adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. The Company has
not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or
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method of its adoption of SFAS No. 133. However, SFAS No. 133 could increase
volatility in earnings and other comprehensive income.
7. Subsequent Events
In April 1999, the Company acquired the operating assets of Philip Scaffold
Corporation ("Philip"). Philip is a Denver based company that provides
scaffolding services to industrial customers primarily in the rocky mountain
region of the U.S.
<PAGE> 11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The matters discussed in this Form 10-Q of Brand Scaffold Services, Inc. (the
"Company") contain forward looking statements that involve a number of risks and
uncertainties. A number of factors could cause actual results, performance,
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the competitive environment in the industrial and commercial scaffolding
industry in general and in the Company's specific market areas; changes in
prevailing interest rates and the availability of and terms of financing to fund
the anticipated growth of the Company's business; inflation; changes in costs of
goods and services; economic conditions in general and in the Company's specific
market areas; demographic changes; changes in or failure to comply with federal,
state and/or local government regulations; liability and other claims asserted
against the Company; changes in operating strategy or development plans; the
ability to attract and retain qualified personnel; the significant indebtedness
of the Company; labor disturbances; changes in the Company's acquisition and
capital expenditure plans; risks associated with the Year 2000 issue; and other
factors referenced herein. The forward looking statements contained herein
reflect the Company's current beliefs and specific assumptions with respect to
future business decisions and are based on information currently available.
Accordingly, the statements are subject to significant risks, uncertainties and
contingencies, which could cause the Company's actual operating results,
performance or business prospects to differ from those expressed in, or implied
by, these statements.
The following discussion and analysis should be read in conjunction with the
attached condensed financial statements and notes thereto.
Overview
The Company is the largest North American provider of industrial scaffolding
rental, erection, dismantlement and design services. The Company provides
industrial turnkey scaffolding services which facilitate access to tall
structures for maintenance, turnarounds and capital projects, principally in the
refining, petrochemical, chemical, utility and pulp and paper industries. The
Company provides turnkey services, which include equipment rental, labor for the
erection and dismantlement of the scaffolding and scaffolding design services.
The Company also provides scaffolding services to the commercial market
(primarily nonresidential construction) and sells a small amount of scaffolding.
The Company typically provides on-going maintenance services under long-term
contracts; the duration of these contracts is usually three to five years.
Turnarounds occur every one to four years depending on the industry and the type
of turnaround being performed. Although some turnarounds may be postponed for a
period of time, they are a necessary component of maintaining industrial
facilities and are required to ensure the safe and efficient operation of
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such facilities. The Company believes the necessity for on-going maintenance and
turnarounds provide a stable, recurring revenue base.
The Company's business is seasonal. End-use industries such as the refining and
utility industries experience increased demand for their products during the
summer months. Consequently, turnarounds are generally scheduled during the
first and fourth quarters of the year.
Results of Operations
Revenues - Revenues for the three months ended March 31, 1999 increased 16.6% to
$59.1 million from $50.7 million for the same period in 1998. Labor revenue
increased 18.4% to $43.9 million for the three months ended March 31, 1999 as
compared to the same period in 1998. Rental revenue increased 12.7% to $13.6
million for the first quarter of 1999 compared to the same period in 1998. The
increase in revenues was primarily attributable to increased activity in the
industrial scaffolding market. The southeast and northern portions of the
country had the strongest revenue gains compared to 1998 with 27.7% and 31.7%
increases, respectively.
Gross Profit - Gross profit for the three months ended March 31, 1999 increased
12.0% to $13.3 million from $11.9 million for the same period in 1998. Labor
gross profit (labor revenue less labor cost) increased 30.7% to $7.0 million for
the three months ended March 31, 1999 as compared to the same period in 1998.
Gross profit as a percentage of revenue decreased slightly for the three month
period ended March 31, 1999 as compared to the same period in 1998, decreasing
to 22.5% from 23.4%. Much of the increased revenue was from industrial projects
requiring a high percentage of labor, thus causing overall profit margins to be
lower.
Selling and Administrative Expenses - Selling and administrative expenses for
the three months ended March 31, 1999 increased 32.6% to $7.9 million from $6.0
million for the same period in 1998. Selling and administrative expenses as a
percentage of revenue for the three months ended March 31, 1999 increased to
13.4% from 11.8% for the same period in 1998. The increase in expense was
primarily attributable to increased salaries and related payroll taxes, as well
as several other charges that were related to an annual manager's meeting and
increased telecommunication costs.
Operating Income - As a result of the above, operating income for the three
months ended March 31, 1999 decreased 9.0% to $5.4 million from $5.9 million for
the same period in 1998.
Interest Expense - Interest expense for the three months ended March 31, 1999
increased 10.4% to $4.5 million from $4.1 million for the same period in 1998.
For the quarters ended March 31, 1999 and 1998, the weighted average interest
rate was 9.8% and 9.4%, respectively. The increase in expense is due to a higher
outstanding debt balance and a higher weighted average interest rate on
outstanding debt.
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Extraordinary Items (net of tax) - Extraordinary items for the three months
ended March 31, 1999 and 1998 were $0 and $4.3 million respectively. This
extraordinary charge represents the write off of the pro rata share of deferred
financing costs related to the portion of the Term Loans repaid with proceeds
from the issuance of the 10 1/4% Senior Notes in February, 1998.
Net Income (Loss) - Net income (loss) for the three months ended March 31, 1999
and 1998 was $.9 million and $(2.4) million respectively. The net loss in 1998
is attributable to the extraordinary charge discussed above.
Liquidity and Capital Resources
The Company has historically utilized internal cash flow from operations and
borrowings under the Bank Facility to fund its operations, capital expenditures,
and working capital requirements. As of March 31, 1999 and 1998, the Company had
working capital of $6.0 million and $19.5 million, respectively and cash of $3.2
million and $1.3 million, respectively.
One of the Company's major uses of cash is capital expenditures. The Company's
capital expenditure requirements are comprised of maintenance and expansion
expenditures. The Company's maintenance capital expenditure requirements are
generally for scaffolding planks and other items used in the business, such as
trucks. Expansion capital expenditures are for new scaffolding, are
discretionary and vary annually based on the Company's level of scaffolding
rental activity and management's growth expectations. During the three months
ended March 31, 1999, total capital expenditures were $11.0 million of which
expansion capital expenditures accounted for $7.4 million.
The other major uses of cash were the payment of interest on long term debt and
principal on term loans. For the three months ended March 31, 1999 interest
payments were $7.6 million and principal payments were $1.3 million.
Year 2000 Issue
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have date sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions.
The Company recognizes the importance of the Year 2000 problem and has completed
the first phase of identifying all mission critical information technology
("IT") and non-IT systems that are affected. These systems include all computer
workstations, telephone/PBX systems, computer operating systems and accounting,
data processing and other miscellaneous systems. Various systems, including the
core billing/rental systems, are Year 2000 compliant. The Company expects all
other systems, including key financial systems, to be Year 2000 compliant by
October 1999.
The Company is not presently aware of any Year 2000 issues encountered by its
business partners that would materially impact the Company's operations.
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There can be no assurance that the Company will not experience operational
difficulties as a result of Year 2000 issues either arising out of internal
systems or caused by its business partners which may have a material adverse
effect on its business operations.
The Company estimates that the total cost for executing the Year 2000 plan will
not exceed $50,000 and estimates that the Year 2000 plan for its financial
systems will be completed by May 1999. In planning for the most likely worst
case scenario, all major elements in the Company's comprehensive program have
been addressed. The Company's current contingency plan will be to replace only
those individual financial system applications that would not be Year 2000
compliant by mid 1999. No known event, trend or uncertainty is likely to have a
material adverse impact on the Company's results of operations, liquidity or
financial condition.
The Company's Year 2000 compliance program is divided into seven major projects
as shown in the table below:
<TABLE>
<CAPTION>
Percent
Complete as
of March 31,
1999
Year 2000 Project Time Frame
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Review IT system infrastructure 05/98 - 07/98 100
Review non-IT systems 06/98 - 08/98 100
Upgrade non-IT systems 07/98 - 10/99 40
Upgrade PBX/phone systems 11/98 - 09/99 50
PC workstation review and upgrade 07/98 - 08/99 50
Update core business distributed systems 04/98 - 07/98 100
Update core business centralized systems 07/98 - 05/99 60
</TABLE>
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PART II - OTHER INFORMATION
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
27. Financial Data Schedule
(b) No reports were filed on Form 8-K during the period for which this report
is filed.
SIGNATURES
Pursuant to the requirement 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.
BRAND SCAFFOLD SERVICES, INC.
Date: May _, 1999 /s/ John M. Monter
-----------------------------------------------------
John M. Monter
Chief Executive Officer, President
Date: May _, 1999 /s/ Ian Alexander
-----------------------------------------------------
Ian Alexander
Chief Financial Officer,
Vice President, Finance
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE THREEE MONTHS ENDED SEPTEMBER 30, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,191
<SECURITIES> 0
<RECEIVABLES> 37,817
<ALLOWANCES> 945
<INVENTORY> 0
<CURRENT-ASSETS> 45,796
<PP&E> 199,476
<DEPRECIATION> 32,006
<TOTAL-ASSETS> 220,382
<CURRENT-LIABILITIES> 39,801
<BONDS> 155,965
37,209
0
<COMMON> 0
<OTHER-SE> (14,529)
<TOTAL-LIABILITY-AND-EQUITY> 220,382
<SALES> 0
<TOTAL-REVENUES> 59,127
<CGS> 0
<TOTAL-COSTS> 45,830
<OTHER-EXPENSES> 7,935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,442
<INCOME-PRETAX> 920
<INCOME-TAX> 0
<INCOME-CONTINUING> 920
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 920
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
