<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1995 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 1-10328
-------
BRADLEY REAL ESTATE, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 04-6034603
-------- ----------
(State of Organization) (I.R.S. Identification No.)
250 Boylston Street, Boston, Massachusetts 02116
------------------------------------------------
(Address of Registrant's Principal Executive Offices)
Registrant's telephone number, including area code: (617) 421-0680
---------------
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 class of Common Stock as of
September 30, 1995:
Shares of Common Stock, $.01 par value: 11,226,624 Shares.
1
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BRADLEY REAL ESTATE, INC.
-------------------------
<TABLE>
BALANCE SHEETS
--------------
<CAPTION>
September 30, December 31,
Assets 1995 1994
------ --------------------- ---------------------
(UNAUDITED)
<S> <C> <C>
Real estate investments - at cost $187,418,000 $177,939,000
Accumulated depreciation and amortization 26,229,000 22,385,000
--------------------- ---------------------
Net real estate investments 161,189,000 155,554,000
Other assets:
Cash 982,000 193,000
Rents and other receivables, net of
allowance for doubtful accounts of
$632,000 for 1995 and $459,000 for 1994 7,680,000 5,776,000
Unamortized buyout of contract, net 4,670,000 -
Deferred charges, net and prepaid expenses 4,334,000 5,056,000
--------------------- ---------------------
$178,855,000 $166,579,000
===================== =====================
Liabilities and Stockholders' Equity
------------------------------------
Mortgage loans $24,867,000 $27,748,000
Line of credit 9,800,000 39,000,000
Accounts payable and accrued expenses 8,033,000 5,252,000
--------------------- ---------------------
42,700,000 72,000,000
--------------------- ---------------------
Stockholders' equity:
Shares of preferred stock, par value $.01 per share:
Authorized 20,000,000 shares; Issued
and outstanding, 0 shares at September 30, 1995 and
December 31, 1994; - -
Shares of common stock, par value $.01 per share:
Authorized 80,000,000 shares; Issued
and outstanding, 11,226,624 at September 30, 1995 and
8,197,054 at December 31, 1994. 112,000 82,000
Shares of excess stock, par value $.01 per share:
Authorized 50,000,000 shares; Issued
and outstanding, 0 shares at September 30, 1995 and
December 31, 1994 - -
Additional paid-in capital 148,360,000 103,251,000
Distributions in excess of accumulated
earnings (12,317,000) (8,754,000)
--------------------- ---------------------
136,155,000 94,579,000
--------------------- ---------------------
$178,855,000 $166,579,000
===================== =====================
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 3
BRADLEY REAL ESTATE, INC.
-------------------------
<TABLE>
STATEMENTS OF INCOME
--------------------
(unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ----------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Rental income $9,396,000 $8,538,000 $26,697,000 $24,467,000
Other income 15,000 32,000 141,000 62,000
--------------- --------------- --------------- ---------------
9,411,000 8,570,000 26,838,000 24,529,000
Expenses:
Operations, maintenance and management 1,573,000 1,341,000 4,235,000 3,854,000
Real estate taxes 2,375,000 2,112,000 6,380,000 6,304,000
Mortgage and other interest 843,000 1,227,000 3,826,000 3,100,000
Depreciation and amortization 1,851,000 1,365,000 5,413,000 3,692,000
Administrative and general 412,000 675,000 1,154,000 1,641,000
--------------- --------------- --------------- ---------------
7,054,000 6,720,000 21,008,000 18,591,000
--------------- --------------- --------------- ---------------
Net income $2,357,000 $1,850,000 $5,830,000 $5,938,000
=============== =============== =============== ===============
Per share data:
Net income $0.21 $0.23 $0.62 $0.72
=============== =============== =============== ===============
Weighted average shares outstanding 11,087,721 8,192,606 9,404,449 8,190,560
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 4
BRADLEY REAL ESTATE,INC.
------------------------
<TABLE>
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $5,830,000 $5,938,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,413,000 3,692,000
Change in operating assets and liabilities:
Increase in rents and other receivables (1,904,000) (1,911,000)
Increase in accounts payable and
accrued expenses 2,446,000 2,073,000
(Increase) decrease in deferred charges 48,000 (2,591,000)
---------------- -------------------
Net cash provided by operating activities 11,833,000 7,201,000
---------------- -------------------
Cash flows from investing activities:
Additions to real estate investments (7,385,000) (32,612,000)
Increase in unamortized buyout of contract (649,000) -
---------------- -------------------
Net cash used by investing activities (8,034,000) (32,612,000)
---------------- -------------------
Cash flows from financing activities:
Net borrowings under line of credit 3,400,000 33,700,000
Net public offering proceeds 40,508,000 -
Paydown line of credit with proceeds from offering (32,600,000) -
Payoff Westwind mortgages with proceeds from offering (4,712,000) -
Increase in accounts payable for construction 335,000 1,393,000
Distributions paid (9,393,000) (7,863,000)
Exercise of employee stock options 128,000 -
Principal payments on mortgage loans (263,000) (165,000)
Reorganization costs (617,000) -
Shares issued under dividend reinvestment plan 204,000 115,000
---------------- -------------------
Net cash provided (used) by financing activities (3,010,000) 27,180,000
---------------- -------------------
Net increase in cash 789,000 1,769,000
Cash and cash equivalents:
Beginning of period 193,000 950,000
---------------- -------------------
End of period $982,000 $2,719,000
================ ===================
Supplementary Information:
Income taxes paid $106,000 $39,000
Interest paid, net of amount capitalized $3,812,000 $3,032,000
</TABLE>
Supplemental schedule of noncash investing and financing activities:
In January 1995, the Company issued 325,000 shares of Common Stock having a
value of $4,916,000 in connection with the buyout of the contract with its
former advisor.
In April 1995, a property was purchased for $5,197,000 which included the
Company's assumption of $2,094,000 in non-recourse mortgages.
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 5
BRADLEY REAL ESTATE, INC.
-------------------------
<TABLE>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
(unaudited)
<CAPTION>
Retained
Earnings
(Distributions
Additional in Excess of
Shares Paid-In Accumulated
at par value Capital Earnings)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Balance at December 31, 1994 $82,000 $103,251,000 ($8,754,000)
Net income - - 1,835,000
Cash distributions
($.33 per share) - - (2,812,000)
Dividend reinvestment participation - 119,000 -
Shares issued in buyout of contract 3,000 4,913,000 -
Reorganization costs - (617,000) -
------------------ ------------------ ------------------
Balance at March 31, 1995 85,000 107,666,000 (9,731,000)
Net income - - 1,638,000
Cash distributions
($.33 per share) - - (2,878,000)
Dividend reinvestment participation - 39,000 -
Shares issued to purchase property 2,000 3,101,000 -
Stock options exercised - 128,000 -
------------------ ------------------ ------------------
Balance at June 30, 1995 87,000 110,934,000 (10,971,000)
Net income - - 2,357,000
Cash distributions
($.33 per share) - - (3,703,000)
Dividend reinvestment participation - 46,000 -
Issuance of shares net of offering
costs of $2,595,000 25,000 37,380,000 -
------------------ ------------------ ------------------
Balance at September 30, 1995 $112,000 $148,360,000 ($12,317,000)
================== ================== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE> 6
BRADLEY REAL ESTATE, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying interim financial statements have been prepared
by the Company, without audit, and in the opinion of management
reflect all normal recurring adjustments necessary for a fair
presentation of results for the unaudited interim periods
presented. Net income per share and weighted-average shares
outstanding have been restated on the statements of income to
reflect the one-for-two reverse share split, effective on October
17, 1994. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements
and the notes thereto for the fiscal year ended December 31,
1994.
NOTE 2 - STOCKHOLDERS' EQUITY
On July 6, 1995, the Company completed a public share offering of
2,500,000 shares at a price of $16 per share. Net proceeds from
the offering were approximately $37,405,000, of which $32,600,000
was used to pay down the Company's bank line of credit and
$4,712,000 was used to pay off the non-recourse mortgages assumed
in November 1994 in connection with the Westwind Plaza purchase.
NOTE 3 - UNAMORTIZED BUYOUT OF CONTRACT
In January 1995, the Company issued 325,000 shares of Common
Stock having a value of $4,916,000 to acquire the REIT advisory
business of its former advisor, thereby enabling the Company to
effect the buyout of its contract with the former advisor and to
become self-administered. The total purchase price including
related costs was $5,565,000 and is being amortized over the 56
month remaining life of the contract at the time of the buyout
using the straight line method.
NOTE 4 - COMMITMENTS/SUBSEQUENT EVENTS
On September 30, 1995, the Company had commitments of
approximately $2,400,000 for tenant related capital improvements.
Cash flow from operations and the Company's revolving bank line
of credit are available to fund these improvements.
6
<PAGE> 7
On October 30, 1995, the Company announced the execution of a
definitive merger agreement pursuant to which the Company would
acquire Tucker Properties Corporation, a real estate investment
trust whose shares of Common Stock are traded on the New York
Stock Exchange. Upon consummation of the transaction, the
Company will own 31 properties aggregating 7.3 million leasable
square feet in 11 states.
Pursuant to the terms of the merger agreement, if the average
closing price of the Company's Common Stock for the 20 trading
days prior to the fifth day preceding the closing is $16.00 per
share or more, each share of Tucker Common Stock will be
exchanged for 0.665 of a share of the Company's Common Stock. If
such average closing price is between $15.50 and $16.00 per
share, the exchange ratio will be $10.64 divided by the average
closing price. If the average closing price is $15.50 per share
or less, the exchange ratio will be 0.686. The closing price for
the Company's Common Stock on October 27, 1995, on the New York
Stock Exchange was $15.00 per share. The average closing price
for the Company's Common Stock for the 20 trading days ended
October 27, 1995, was $15.89 per share.
The merger is subject to various approvals by third parties and
other closing conditions including approval by the stockholders
of both companies. It is currently anticipated that the
transaction will be closed in the first quarter of 1996. The
merger has been structured as a tax-free transaction and will be
treated as a purchase for financial reporting purposes.
7
<PAGE> 8
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
The Company and the REIT industry consider funds from
operations (defined by the National Association of Real Estate
Investment Trusts as "net income (computed in accordance with
generally accepted accounting principles), excluding gains (or
losses) from debt restructuring and sales of property, plus
depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures") to be an
important measure of performance for an equity REIT, because such
measure does not treat depreciation and amortization expenses as
operating expenses. The Company acquires, evaluates and sells
properties based upon net operating income without taking into
account property depreciation and amortization charges and
considers funds from operations, together with other factors, in
setting stockholder distribution levels. Funds from operations
differ from cash flows from operating activities set forth in the
Statement of Cash Flows in the Company's financial statements
primarily because funds from operations do not include changes in
operating assets and liabilities. Funds from operations are a
supplemental measure of performance that does not replace net
income as a measure of performance or net cash provided by
operating activities as a measure of liquidity.
Funds from operations increased $993,000 or 31% from
$3,215,000 to $4,208,000 for the three-month period ended
September 30, 1995 and increased $1,613,000 or 17% from
$9,630,000 to $11,243,000 for the nine-month period then ended,
over the comparable periods in 1994.
Results of Operations
- ---------------------
Rental income increased $858,000 or 10% from $8,538,000 for
the three-months ended September 30, 1994 to $9,396,000 for the
three-months ended September 30, 1995 and increased $2,230,000 or
9% from $24,467,000 for the nine months ended September 30, 1994
to $26,697,000 for the nine months ended September 30, 1995.
During the three month period approximately $389,000 and during
the nine month period approximately $1,862,000 of the increases
reflect changes in the Company's property portfolio (the
acquisitions of Rivercrest Center, Westwind Plaza and St. Francis
Plaza on March 30, 1994, November 1, 1994, and April 18, 1995,
respectively, offset by the sale of Spruce Tree Centre on
November 1, 1994,); and approximately $471,000 and $424,000 of
the increases resulted from net increased revenues of certain
other properties in the Company's portfolio. The increase in
other income from $62,000 during the nine months ended September
30, 1994 to $141,000 during 1995 reflect the Company's receipt of
approximately $26,000 related to a tax abatement at one of its
properties, approximately $29,000 in
8
<PAGE> 9
interest earned on funds from a tax escrow account and
approximately $49,000 in termination fees from tenants during
the first half of 1995.
Total expenses increased $334,000 or 5% from $6,720,000 for
the three month period ended September 30 1994 to $7,054,000 for
the three-month period ended September 30, 1995 and $2,417,000 or
13% from $18,591,000 to $21,008,000 for the nine-month period
then ended. Of the increased expenses, $100,000 and $703,000 for
the three-month and nine-month periods, respectively, were
attributable to the portfolio changes described in the preceding
paragraph. Operations, maintenance and management increased
$232,000 from $1,341,000 to $1,573,000 for the three-month period
and $381,000 from $3,854,000 to $4,235,000 for the nine-month
period. Real estate taxes increased $263,000 from $2,112,000 to
$2,375,000 for the three-month period and increased $76,000 from
$6,304,000 to $6,380,000 for the nine-month period. In the three-
month period the increase was primarily due to tax rate increases
at the Company's Illinois properties resulting in a tax increase
of approximately $300,000, net of $22,000 in taxes capitalized in
1995. In the nine-month period the taxes increased by $136,000
due to the portfolio changes and by $276,000 due to tax increases
at various of the properties. These increases were offset by
$163,000 in tax reductions at two properties due to tax
abatements, $47,000 in tax expense reduction due to certain
tenants paying the taxing authority directly in 1995 but not 1994
and a decrease of $120,000 due to capitalized taxes in 1995.
Mortgage and other interest decreased $384,000 from
$1,227,000 to $843,000 for the three-month period primarily due
to the application of the net proceeds from the Company's July
1995 offering of $37,405,000 which reduced the line of credit by
$32,600,000 and paid off the Westwind property mortgages of
$4,712,000. For the nine-month period, mortgage and other
interest expense increased $726,000 from $3,100,000 to
$3,826,000. Higher prevailing interest rates in 1995, additional
borrowings under the line of credit to purchase Rivercrest
($24,000,000) and the assumption of $4,890,000 and $2,094,000 in
mortgages in connection with the Westwind Plaza and St. Francis
Plaza acquisitions, respectively, more than offset the reduction
in the line of credit from the proceeds of the July 1995
offering.
Depreciation and amortization increased $486,000 from
$1,365,000 to $1,851,000 for the three-month period and increased
$1,721,000 from $3,692,000 to $5,413,000 for the nine-month
period primarily due to the acquisition of properties, other
capital improvements to the Company's properties and to the
amortization of the cost of the Company's buyout of its contract
with its former advisor; the Company is amortizing the cost of
the advisory contract buyout at the rate of $299,000 per quarter
over the 56 month remaining life of the contract at the January
1995 effective date of the buyout. The $263,000 decrease in
administrative and general from $675,000 to $412,000 for the
three-month period and $487,000 from $1,641,000 to
9
<PAGE> 10
$1,154,000 for the nine-month period, primarily reflects
savings from the Company being self-administered in 1995.
The aggregate result for the three-month period was a
$507,000 or 27% increase in net income from $1,850,000 ($.23 per
share) in 1994 to $2,357,000 ($.21 per share) and for the nine-
month period a $108,000 or 2% decrease in net income from
$5,938,000 ($.72 per share) to $5,830,000 ($.62 per share). Per
share amounts reflect weighted-average shares outstanding of
11,087,721 and 8,192,606, for the three months ended September
30, 1995 and September 30, 1994, respectively, and of 9,404,449
and 8,190,560 for the nine-months ended September 30, 1995 and
1994, respectively.
Changes in Financial Condition
- ------------------------------
As a qualified REIT, the Company distributes a substantial
portion of its cashflow to its stockholders in the form of
dividends. The Company funds these distributions primarily from
operating cash flows, although its revolving line of credit may
also be used. Net cash flows provided by operating activities
increased to $11,833,000 during the first nine months of 1995
from $7,201,000 during the comparable 1994 period, while
distributions (treated as a charge to cash flows from financing
activities in the Company's financial statements) were $9,393,000
in 1995 compared with $7,863,000 in 1994.
On July 6, 1995, the Company completed a public share
offering of 2,500,000 shares of Common Stock at a price of $16
per share. Net proceeds from the offering were approximately
$37,405,000, of which $32,600,000 was used to pay down the
Company's revolving bank line of credit and $4,712,000 was used
to pay off the non-recourse mortgages assumed in November 1994 in
connection with the acquisition of Westwind Plaza. Largely due
to the offering, the Company's aggregate debt outstanding was
reduced from $71,458,000 at June 30, 1995 to $34,667,000 at
September 30, 1995. Adjustable rate debt as a percent of total
market capitalization (defined as the percentage of (a)
outstanding variable rate debt to (b) outstanding debt plus the
market value of outstanding Common Stock (using the September 30,
1995 closing price of $16 per share)) was reduced from 19.8% to
4.6%, thereby greatly reducing the Company's exposure to the
impact of increases in interest expense on earnings.
At September 30, 1995, the Company had commitments of
approximately $2,400,000 for tenant related capital improvements,
approximately $1,400,000 of which relates to two additional major
tenants at Har Mar Mall. The 45,000 square foot reconstruction
of a new Barnes & Noble book store was completed as scheduled and
the store opened for business June 15, 1995. The Company has
incurred approximately $1,466,000 in costs related to this
reconstruction and, upon submission of final construction
documents by Barnes & Noble, is obligated to pay
10
<PAGE> 11
$750,000 for reimbursement of the tenant's capital improvements.
Construction for the 54,500 square foot HOMEPLACE store, of which
27,000 square feet is new space, was completed in the third
quarter, and HOMEPLACE opened for business in late September
1995. The Company has incurred approximately $1,800,000 in
tenant capital improvements and upon submission of final
construction documents is obligated to pay an additional $619,000.
On October 30, 1995, the Company announced the execution of
a definitive merger agreement pursuant to which the Company would
acquire Tucker Properties Corporation, another real estate
investment trust whose shares of Common Stock are traded on the
New York Stock Exchange. Upon consummation of the transaction,
the Company will own 31 properties aggregating 7.3 million
leasable square feet in 11 states.
Pursuant to the terms of the merger agreement, if the
average closing price of the Company's Common Stock for the 20
trading days prior to the fifth day preceding the closing is
$16.00 per share or more, each share of Tucker Common Stock will
be exchanged for 0.665 of a share of the Company's Common Stock.
If such average closing price is between $15.50 and $16.00 per
share, the exchange ratio will be $10.64 divided by the average
closing price. If the average closing price is $15.50 per share
or less, the exchange ratio will be 0.686. The closing price for
the Company's Common Stock on October 27, 1995, on the New York
Stock Exchange was $15.00 per share. The average closing price
for the Company's Common Stock for the 20 trading days ended
October 27, 1995, was $15.89 per share.
The merger is subject to various approvals by third parties
and other closing conditions including approval by the
stockholders of both companies. It is currently anticipated that
the transaction will be closed in the first quarter of 1996. The
merger has been structured as a tax-free transaction and will be
treated as a purchase for financial reporting purposes.
At September 30, 1995, the Company had $982,000 in cash and
$55.2 million available and unused under its bank line of credit.
The Company expects to utilize undistributed net cash flow from
operating activities as well as funds available under the bank
line of credit to fund its existing commitments for capital
improvements as well as any other property improvement
commitments negotiated in connection with other new tenancies and
fees and expenses incurred in connection with the Tucker
acquisition. The line of credit is also available to fund other
property acquisitions that the Company may make. The Company
anticipates using the line of credit to pay off approximately
$12,000,000 of mortgage debt (having a weighted-average rate of
interest of 10.5%) upon the January 1, 1996 maturity of such
debt. The Company is negotiating the refinancing of the bank
line of credit with the current lender, among other things to
increase the borrowing capacity under the line to include the
outstanding bank line of credit borrowings of Tucker which the
Company will assume
11
<PAGE> 12
at the time of the merger and to provide for additional
borrowings for potential further expansion thereafter.
Under a "universal" shelf registration statement in the
original amount of $125,000,000 declared effective by the
Security and Exchange Commission in January 1995, the Company may
issue up to $81,897,500 of additional securities for cash. The
Company's decision as to the timing and type of security that it
might issue under the registration statement will depend upon a
variety of factors including the availability of suitable
investment opportunities and market conditions.
12
<PAGE> 13
Part II - Other Information
-----------------
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Following the period covered by this Report, on
November 3, 1995 the Company filed a report on Form 8-K,
reporting under Item 5 the execution and announcement on
October 30, 1995 of the merger agreement with Tucker
Properties Corporation and filing said agreement and certain
related documents.
13
<PAGE> 14
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 thereto duly authorized.
Date: November 13, 1995
Bradley Real Estate, Inc.
-------------------------
(Registrant)
/s/ E. Lawrence Miller
By: _________________________
E. Lawrence Miller
President and CEO
/s/ Irving E. Lingo, Jr.
By: _________________________
Irving E. Lingo, Jr.
Chief Financial Officer
/s/ Carmella C. Brown
By: _____________________________
Carmella C. Brown
Treasurer
(Principal Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF BRADLEY ESTATE, INC. FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 982
<SECURITIES> 0
<RECEIVABLES> 8,312
<ALLOWANCES> 632
<INVENTORY> 0
<CURRENT-ASSETS> 17,666
<PP&E> 187,418
<DEPRECIATION> 26,229
<TOTAL-ASSETS> 178,855
<CURRENT-LIABILITIES> 8,033
<BONDS> 34,667
<COMMON> 112
0
0
<OTHER-SE> 136,043
<TOTAL-LIABILITY-AND-EQUITY> 178,855
<SALES> 9,411
<TOTAL-REVENUES> 9,411
<CGS> 0
<TOTAL-COSTS> 3,948
<OTHER-EXPENSES> 2,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 843
<INCOME-PRETAX> 2,357
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,357
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,357
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
