<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 June 30, 1996 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.)
699 Boylston Street , Boston, Massachusetts 02116
-----------------------------------------------------
(Address of Registrant's Principal Executive Offices)
Registrant's telephone number, including area code; (617) 867-4200
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
June 30, 1996:
Shares of Common Stock, $.01 par value: 18,666,144 Shares outstanding.
<PAGE> 2
BRADLEY REAL ESTATE, INC.
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(UNAUDITED)
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
-------- -----------
<S> <C> <C>
Real estate investments-at cost $477,535 $189,405
Accumulated depreciation and amortization (24,972) (27,591)
-------- --------
Net real estate investments 452,563 161,814
Real estate investments held for sale, net of
accumulated depreciation and amortization of $7,213 10,264 -
Cash and cash equivalents 3,959 697
Rents and other receivables, net of allowance for
doubtful accounts of $1,555 and $771, respectively 9,406 8,671
Unamortized buyout of contract, net 3,776 4,372
Deferred charges, net and other assets 11,724 4,991
-------- --------
$491,692 $180,545
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage loans $125,638 $ 24,794
Line of credit 95,000 14,600
Accounts payable, accrued expenses and other
liabilities 21,397 6,053
-------- --------
Total liabilities 242,035 45,447
-------- --------
Minority interest 4,401 -
-------- --------
Stockholders' equity:
Shares of preferred stock, par value $.01 per share:
Authorized 20,000,000 shares; 0 shares issued and
outstanding - -
Shares of common stock, par value $.01 per share:
Authorized 80,000,000 shares; issued and outstanding,
18,666,144 and 11,230,313 shares, respectively 187 112
Shares of excess stock, par value $.01 per share:
Authorized 50,000,000 shares; 0 shares issued and
outstanding - -
Additional paid-in capital 252,127 148,407
Distributions in excess of accumulated earnings (7,058) (13,421)
-------- --------
245,256 135,098
-------- --------
$491,692 $180,545
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 3
BRADLEY REAL ESTATE, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(UNAUDITED)
<CAPTION>
Three months ended June 30, Six months ended June 30,
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income $ 21,982 $ 8,686 $ 33,201 $ 17,301
Other income 453 41 555 126
----------- ---------- ----------- ----------
22,435 8,727 33,756 17,427
Expense:
Operations, maintenance and management 3,707 1,385 5,792 2,662
Real estate taxes 5,013 1,997 7,688 4,005
Mortgage and other interest 4,169 1,520 5,554 2,984
General and administrative 888 382 1,443 741
Write-off of deferred financing and
acquisition costs - - 344 -
Depreciation and amortization 3,724 1,805 5,976 3,562
----------- ---------- ----------- ----------
17,501 7,089 26,797 13,954
----------- ---------- ----------- ----------
Income before gain on sale of property 4,934 1,638 6,959 3,473
Gain on sale of property - - 9,379 -
----------- ---------- ----------- ----------
Income before allocation to minority interest 4,934 1,638 16,338 3,473
Income allocated to minority interest (82) - (111) -
----------- ---------- ----------- ----------
Net income $ 4,852 $ 1,638 $ 16,227 $ 3,473
=========== ========== =========== ==========
Weighted average shares outstanding 18,662,532 8,684,136 15,599,623 8,548,886
----------- ---------- ----------- ----------
Net income per share $ 0.26 $ 0.19 $ 1.04 $ 0.41
=========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
- 3 -
<PAGE> 4
BRADLEY REAL ESTATE, INC.
<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)
(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, 1995 $112 $148,407 $(13,421)
Net income - - 11,375
Cash distributions ($.33 per share) - - (3,706)
Exercise of stock options - 17 -
Dividend reinvestment participation - 35 -
Shares issued to acquire Tucker
Properties Corporation 75 103,623 -
---- -------- --------
Balance at March 31, 1996 $187 $252,082 $ (5,752)
Net income - - 4,852
Cash distributions ($.33 per share) - - (6,158)
Dividend reinvestment participation - 45 -
---- -------- --------
Balance at June 30, 1996 $187 $252,127 $ (7,058)
==== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 5
BRADLEY REAL ESTATE, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(UNAUDITED)
<CAPTION>
For the six months ended June 30,
1996 1995
------- ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,227 $ 3,473
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,976 3,562
Gain on sale of property (9,379) -
Write-off of deferred financing and
acquisition costs 344 -
Income allocated to minority interest 111 -
Change in assets and liabilities:
Decrease (increase) in rents and other
receivables 1,797 (467)
Increase in accounts payable accrued
expenses and other liabilities 1,483 132
(Increase) decrease in deferred charges (1,909) 333
-------- -------
Net cash provided by operating activities 14,650 7,033
-------- -------
Cash flows from investing activities:
Expenditures for real estate investments (4,240) (5,701)
Cash acquired through the Tucker acquisition
(NOTE 4) 4,285 -
Expenditures related to the Tucker acquisition (6,110) -
Excess proceeds from like-kind exchange of
properties 4,145 -
Expenditures for purchase of advisory business - (638)
Increase in accounts payable for construction - 540
-------- -------
Net cash used by investing activities (1,920) (5,799)
-------- -------
Case flows from financing activities:
Borrowing from lines of credit 110,500 2,800
Pay-off of secured mortgage loans with
borrowings from lines of credit (32,234) -
Payments under line of credit (76,208) -
Expenditures to acquire new line of credit (1,468) -
Distributions paid (9,864) (5,690)
Distributions to minority interest holders (104) -
Shares issued under dividend reinvestment
plan 80 158
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 6
BRADLEY REAL ESTATE, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(UNAUDITED)
(Cont.)
<CAPTION>
For the six months ended June 30,
1996 1995
------------ ------------
<S> <C> <C>
Case flows from financing activities (cont.)
Exercise of stock options 17 128
Principal payments on mortgage loans (187) (184)
Reorganization costs - (617)
Sale of stock - 3,103
------- ------
Net cash provided by financing activities $(9,468) $ (302)
Net increase in cash and cash equivalents $ 3,262 $ 932
Cash and cash equivalents:
Beginning of period 697 193
------- ------
End of period $ 3,959 $1,125
======= ======
Supplemental Information:
Income taxes paid $ 30 $ 7
======= ======
Interest paid, net of amount capitalized $ 5,097 $2,931
======= ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 7
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. 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, 1995.
NOTE 2 - MERGER AGREEMENT
On March 15, 1996, the Company closed the acquisition of Tucker Properties
Corporation ("Tucker"), after approval of such merger by the stockholders of the
two companies. The acquisition was completed through the issuance of 7,428,157
common shares of the Company valued at $13.96 per share, in exchange for 100% of
the outstanding shares of Tucker, payment of certain transaction costs and the
assumption of all of Tucker's liabilities. The Tucker shareholders received .686
of a share of Bradley for each outstanding Tucker share. The acquisition was
structured as a tax-free transaction, and has been accounted for using the
purchase method of accounting. Accordingly, the purchase price was allocated to
the assets purchased and the liabilities assumed based upon the fair values at
the date of acquisition. As a result of the merger, the Company owns 31
properties aggregating approximately 7.5 million square feet in eleven states.
<TABLE>
The following table sets forth certain summary unaudited pro forma
operating data for the Company as if the merger had occurred as of January 1,
1996 (dollars in thousands, except per share data):
<CAPTION>
Six Months Ended June 30,
------------------------------------------------
Historical Pro Forma Historical Pro Forma
1996 1996 1995 1995
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Total Revenue $33,756 $44,477 $17,427 $42,575
Net Income $16,227 $18,227 $ 3,473 $ 9,931
Net Income Per Share $ 1.04 $ 0.98 $ 0.41 $ 0.62
</TABLE>
<PAGE> 8
The unaudited pro forma operating data is presented for comparative
purposes only and is not necessarily indicative of what the actual results of
operations would have been for the six months ended June 30, 1996, nor does such
data purport to represent the results to be achieved in future periods.
In conjunction with the merger, on March 15, 1996 the Company entered into
a new $150 million unsecured revolving credit facility led by The First National
Bank of Boston. The line bears interest at a rate equal to the lower of the
bank's base rate or 1.75% over LIBOR. The rates available under the line become
more favorable in the event the Company meets certain loan-to-value tests or
receives an investment grade unsecured debt rating. In addition to replacing
outstanding borrowings under the Company's and Tucker's previously outstanding
secured lines of credit, the facility is available for the acquisition,
development, renovation and expansion of new and existing properties (including,
but not limited to, capital improvements, tenant improvements and leasing
commissions), and other working capital purposes.
The Company's new line of credit contains certain financial and
operational convenants that, among other provisions, limit the amount of secured
and unsecured indebtedness the Company may have outstanding at any time to a
percentage of the Company's Consolidated Market Value as defined, and provide
for the maintenance of certain financial tests including minimum net worth and
debt service coverage requirements.
NOTE 3 - PURCHASE OF SHOPPING CENTER/SALE OF GROUND LEASE
On March 26, 1996, the Company sold its interest in 501-529 Nicollet
Avenue, Minneapolis, Minnesota for $12.9 million. The sale resulted in a gain of
$9.4 million for financial reporting purposes and $11.0 million for Federal
income tax purposes. For federal income tax purposes, the sale was structured as
a "like-kind" exchange, with the Company acquiring Brookdale Square Shopping
Center, a 185,000 square foot shopping center located in Brooklyn, Minnesota
("Brookdale") as the replacement property in the exchange. The purchase price,
including closing costs, for Brookdale was $8.9 million. As a result of the
purchase of Brookdale, $4.1 million of the gain will be considered taxable.
Excess cash proceeds from the sale were used to pay down the Company's line of
credit.
NOTE 4 - SUPPLEMENTAL CASH FLOW DISCLOSURE
<TABLE>
The merger acquisition of Tucker on March 15, 1996 resulted in the
following non-cash effects on the Company's balance sheet (dollars in
thousands):
<S> <C>
Property acquired $295,835
Mortgage loans assumed (179,374)
Merger acquisition costs incurred (6,315)
Other assets acquired 8,193
Other liabilities assumed (14,532)
Minority interest assumed (4,394)
Capital stock issued, at $.01 par value (75)
Additional paid-in capital (103,623)
--------
Cash provided by acquisition $ 4,285
========
</TABLE>
The like-kind exchange of Nicollet Avenue and Brookdale Square on March
26, 1996, resulted in a decrease in other net operating assets of $1,649,000 and
the Company assuming net operating liabilities of $173,000.
In January 1995, the Company issued 325,000 shares of Common Stock having
a value of $4,916,000 in connection with the acquisition of the REIT advisory
business of its former advisor.
<PAGE> 9
NOTE 5 - REAL ESTATE HELD FOR SALE
As of June 30, 1996, the Company is marketing for sale or to sell its
Augusta Plaza, Hood Commons and 585 Boylston properties. The net book value of
these properties, $10,264,000, has been separately classified on the balance
sheet as "Real estate investments held for sale".
NOTE 6 - COMMITMENTS/SUBSEQUENT EVENTS
On June 30, 1996, the Company had commitments of approximately $4,900,000
for tenant related capital improvements. The Company expects to utilize cash
flow from operating activities as well as funds available under the revolving
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.
During July 1996, management finalized plans to relocate the Company's
headquarters from Boston, MA to Northbrook, IL. The Company expects to utilize
cash flow from operating activities to fund costs associated with the
relocation.
<PAGE> 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
GENERAL
In March 1996, the Company closed the acquisition of Tucker Properties
Corp. and entered into its new bank line of credit described in Note 2, and sold
its interest in 501-529 Nicollet Avenue and purchased Brookdale Square Shopping
Center as described in Note 3 of Item 2 of the financial statement.
RESULTS OF OPERATIONS
Rental income increased $15,900,000 for the six months ended June 30, 1996 as
compared to the same period of 1995 (from $17,301,000 to $33,201,000). For the
three months ended June 30, 1995 and 1996, rental income increased $13,296,000
(from $8,686,000 to $21,982,000). Approximately $15,399,000 and $13,607,000 of
the respective increases were due to the Company's acquisition and disposition
activities, consisting primarily of the acquisition of Tucker. In addition,
rental income at Har Mar Mall increased approximately $361,000 between the
respective six month periods due primarily to the HomePlace and Barnes and Noble
leases executed during the second half of 1995. Rental income also increased at
Burning Tree Plaza due to improved leasing. These increases were partially
offset by a decrease in rental income at Grandview Shopping Center, due
primarily to JC Penney vacating the center on April 30, 1996, upon expiration of
its lease.
Other income increased from $126,000 for the six months ended June 30, 1995
to $555,000 for the comparable period in 1996. This $438,000 increase was due
primarily to a sales tax sharing agreement at one of the Tucker-acquired
properties as well as management and leasing fee revenue generated at other
properties in the Tucker portfolio. This increase in other income was also due
to an increase in interest income earned on the Company's cash balances due to
an increase in the weighted average daily balance. Other income increased
$412,000 between the respective three month periods ended June 30 (from $41,000
to $453,000).
Operations, maintenance and management expenses increased $3,130,000 for the
six months ended June 30, 1996 as compared to the same period of 1995 (from
$2,662,000 to $5,792,000). For the three months ended June 30, 1996 and 1995,
these expenses increased $2,322,000 (from $1,385,000 to $3,707,000).
Approximately $2,365,000 and $1,999,000 of the respective increases were due to
the Company's acquisition and disposition activities. The remainder of the
increase between the respective six month periods of $765,000 was due to an
increase in bad debt expense of $384,000 and an increase in non-reimbursable
property operating expenses of $139,000; the remainder of the increase was due
primarily to increased repairs and maintenance expenses and contract services.
The increase in bad debts was due primarily to financial difficulties
experienced by certain tenants at the Har Mar, Sun Ray and Crossroads centers.
The increase in both reimbursable and non-reimbursable property operating
expenses was most notable at Westview ($145,000) and Har Mar Mall ($116,000).
Real estate tax expense increased $3,683,000 for the six months ended June
30, 1996 as compared to the same period of 1995 (from $4,005,000 to $7,688,000).
For the three months ended June 30, 1996 and 1995, these expenses increased
$3,016,000 (from $1,997,000 to $5,013,000). Approximately $3,241,000 and
$2,787,000 of the respective increases was due to the Company's acquisition and
disposition activities. The remainder of the increase ($442,000 during the
respective six month periods) was due to tax increases at nearly all of the
properties. Increases were most notable at the Company's Illinois ($203,000) and
Minnesota properties ($199,000) where the tax liability increased approximately
11% between the respective periods. The Company has in place an aggressive tax
protest policy and is in the process of appealing the tax levels at several of
its properties.
<PAGE> 11
Mortgage and other interest expense increased approximately $2,570,000 for
the six months ended June 30, 1996 as compared to the same period of 1995 (from
$2,984,000 to $5,554,000). The debt assumed in the Tucker acquisition resulted
in an increase in interest expense of approximately $3,865,000. This increase
was partially offset by the payoffs of the Sun Ray mortgage loans (in January
1996) and the payoff of the line of credit and Westwind mortgage loans in July
1995 with the proceeds of the public offering. Between the respective three
month periods ended June 30, mortgage and other interest increased $2,649,000
(from $1,520,000 to $4,169,000).
Depreciation and amortization expense increased $2,414,000 for the six
months ended June 30, 1996 as compared to the same period of 1995 (from
$3,562,000 to $5,976,000). Approximately $1,986,000 of this increase was due to
the Company's acquisitions, primarily Tucker. The balance of the increase was
due to the amortization of tenant improvements associated with the new tenants
at various properties, principally Har Mar. Depreciation and amortization
expense for the three months ended June 30, 1996 and 1995 was $3,724,000 and
$1,805,000, respectively (an increase in 1996 of $1,919,000).
Administrative and general expenses increased from $741,000 to $1,443,000
between the six months ended June 30, 1995 and 1996. For the respective
three-month ended periods, general and administrative expenses increased from
$382,000 to $888,000. These increases were solely due to growth in the asset and
shareholder size of the Company.
During the first quarter of 1996, the Company took a one-time write-off of
$344,000 consisting of deferred financing costs related to the Company's former
bank line of credit and certain deferred acquisition costs related to
acquisitions which the Company chose not to pursue due to the efforts required
to finalize the Tucker transaction.
The gain on sale of property of $9,379,000 recognized during the first
quarter of 1996 was generated by the sale of the Company's interest in 501-529
Nicollet Avenue for a net sales price of approximately $12,900,000. Simultaneous
with this sale, the Company purchased the Brookdale Square Shopping Center for a
purchase price of approximately $8,900,000. These transactions were effected in
a tax-deferred exchange to the extent of the purchase price of Brookdale Square.
The aggregate results for the six months ended June 30, 1996 was a
$12,754,000 increase in net income as compared to the comparable period of 1995,
from $3,473,000 ($.41 per share) to $16,227,000 ($1.04 per share). For the three
months ended June 30, 1996, net income increased $3,214,000, from $1,638,000
($.19 per share) to $4,852,000 ($.26 per share). Per share amounts reflect
weighted-average shares outstanding of 15,599,623 and 8,548,886 for the six
months ended June 30, 1996 and 1995, respectively, and 18,662,532 and 8,684,136
for the three months ended June 30, 1996 and 1995, respectively. The increased
number of shares outstanding was due primarily to the 2,500,000 share public
offering completed in July 1995 and the issuance of 7,428,157 shares in
connection with the Tucker acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The effects of the Company's acquisition of Tucker and its new $150 million
unsecured line of credit were described in the "Management's Discussion and
Analysis" section of the Company's Form 10-K report for the year ended December
31, 1995.
<PAGE> 12
For the three months ended June 30, 1996, funds from operations ("FFO")
increased $5,067,000 or 153%, from $3,321,000 to $8,388,000. For the six months
ended June 30, 1996, FFO increased 84%, from $6,788,000 to $12,485,000. The
Company generally considers FFO to be an appropriate supplemental measure of the
performance of an equity REIT because it is predicated on a cash flow analysis,
as opposed to a measure predicated on generally accepted accounting principles,
which give effect to non-cash items such as depreciation. FFO, as defined by the
National Association of Real Estate Investment Trusts ("NAREIT") and as followed
by the Company, represents net income (computed in accordance with generally
accepted accounting principles), excluding gains (or losses) from sales of
property, plus depreciation and amortization. In accordance with newly issued
NAREIT guidelines effective for the year ending December 31, 1996, the Company
does not add back to net income the amortization of costs incurred in connection
with the Company's financing activities. Under the former guidelines for
computing FFO, the Company's FFO would have been $8,576,000 and $3,443,000 for
the three months ending June 30, 1996 and 1995, respectively, and $12,824,000
and $7,035,000 for the six months ended June 30, 1996 and 1995, respectively.
FFO does not represent cash generated from operating activities in accordance
with generally accepted accounting principles and should not be considered as an
alternative to net income as an indicator of the Company's operating performance
or as an alternative to cash flow as a measure of liquidity. Since the
definition of FFO is a guideline, computation of FFO may vary from one REIT to
another. FFO is not necessarily indicative of cash available to fund cash needs.
FORWARD LOOKING STATEMENTS
Statements made or incorporation in this Form 10-Q include
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include those factors discussed in the section entitled "Risk Factors" under the
discussion of the company's business in item 1 of the Company's Form 10-K for
the year ended December 31, 1995.
<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
<TABLE>
At the Company's Annual Meeting of Stockholders held on May 9, 1996, shares
were voted on the following matters as follow (number of shares rounded to
nearest full share):
<CAPTION>
1. Election of Directors:
Nominee For Withheld
------- ---------- --------
<S> <C> <C>
William L. Brown 15,843,876 73,649
Thomas P. D'Arcy 15,854,594 62,931
Joseph E. Hakim 15,854,030 63,495
</TABLE>
2. Amendment and Restatement of the Company's Stock Option Plan to
read as set forth in Appendix A to the Notice and Proxy Statement dated April
1, 1996 for such Meeting.
For Against Abstained No Vote
--- ------- --------- -------
12,856,515 2,956,327 104,683 0
Item 5. OTHER INFORMATION
Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
<PAGE> 14
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereto duly authorized.
Date: August 13, 1996
Bradley Real Estate, Inc.
-------------------------
Registrant
By: /s/ Thomas P. D'Arcy
-------------------------
Thomas P. D'Arcy
President and CEO
By: /s/ Irving E. Lingo, Jr.
-------------------------
Irving E. Lingo, Jr.
Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 3,959
<SECURITIES> 0
<RECEIVABLES> 10,961
<ALLOWANCES> 1,555
<INVENTORY> 0
<CURRENT-ASSETS> 28,865
<PP&E> 495,012
<DEPRECIATION> 32,185
<TOTAL-ASSETS> 491,692
<CURRENT-LIABILITIES> 242,035
<BONDS> 0
<COMMON> 187
0
0
<OTHER-SE> 245,069
<TOTAL-LIABILITY-AND-EQUITY> 491,692
<SALES> 33,756
<TOTAL-REVENUES> 43,135
<CGS> 0
<TOTAL-COSTS> 20,899
<OTHER-EXPENSES> 344
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,554
<INCOME-PRETAX> 16,227
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,227
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,227
<EPS-PRIMARY> 1.04
<EPS-DILUTED> 1.04
</TABLE>
