SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarter Ended September 30, 1995 Commission File Number 2-94797
WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
Maryland 04-2846721
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
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
Part I. Financial Information:
Consolidated Statements of Operations
<TABLE>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
(Amounts in thousands)(Unaudited) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Property acquisition and related fee income...................... $ - $ 217 $ 553 $ 628
Leasing commissions.............................................. 162 364 847 905
Tenant service revenue........................................... 1,223 986 3,179 3,022
Management fees.................................................. 3,450 3,627 10,428 11,118
Interest......................................................... 982 826 2,693 2,093
Rent............................................................. 12,208 10,979 34,956 30,962
Other............................................................ 364 427 1,065 3,057
--- --- ----- -----
Total revenues............................................. 18,389 17,426 53,721 51,785
------ ------ ------ ------
Expenses:
Management, general and administrative........................... 4,597 4,995 13,330 14,977
Depreciation and amortization.................................... 2,260 2,040 6,124 5,301
Tenant service expense........................................... 847 1,096 2,968 3,112
Interest. . . . ................................................. 4,007 3,933 11,763 10,812
Rental operating expense......................................... 6,077 5,879 17,154 15,669
Nonrecurring organizational costs................................ 4,903 - 4,903 -
----- - ----- -
Total expenses............................................. 22,691 17,943 56,242 49,871
------ ------ ------ ------
Operating income (loss) ................................... (4,302) (517) (2,521) 1,914
Equity in income (loss) of investment programs................... (23) 15 (27) (102)
Nonrecurring organizational costs................................ - (5,905) - (5,905)
- ------ - ------
Loss before minority interest and credit
for income taxes........................................... (4,325) (6,407) (2,548) (4,093)
Minority interest................................................ 484 - 484 92
--- --- --- - ----
Loss before provision for income taxes..................... (4,809) (6,407) (3,032) (4,185)
------ ------ ------ ------
(Credit) provision for income taxes.............................. (419) (2,872) 530 (1,872)
---- ------ --- -------
Net loss................................................... $ (4,390) $ (3,535) $ (3,562) $ (2,313)
== ======= == ======= = ====== = ========
Net loss allocated to:
General Partner............................................. $ (463) $ (301) $ (463) $ (301)
= ==== = ==== = ==== = =====
Unitholders:
General Partner .......................................... $ (2,549) $ (1,655) $ (2,549 ) $ (1,655)
= ====== = ====== ========= = ======
Public Unitholders........................................ $ (1,378) $ (1,579) $ (550) $ (357)
= ====== = ====== = ==== = ====
PublicUnitholders net loss per unit/based upon the weighted average number of
Units outstanding - 2,712,814 for the three and nine months ended
September 30, 1995 and 1994 ............................... $ (.51) $ (.58) $ (.20) $ (.13)
= ==== = ==== = ==== = ====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Consolidated Balance Sheets
<TABLE>
September 30, 1995 Dec. 31, 1994
(Amounts in thousands) (Unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents (of which $4,415 and $7,726 is unrestricted at
September 30, 1995 and December 31, 1994,
respectively).......................................................... $ 17,754 $ 18,898
Current portion of receivables:
Fees, commissions and reimbursements, including accrued interest 4,477 4,406
Loans................................................................... 1,044 310
Earnest money deposit.................................................... 100 2,300
Other ................................................................... 289 1,448
--- -----
Total current assets................................................ 23,664 27,362
------ ------
Long-term Receivables:
Fees, net of reserves of $16,639 at September 30, 1995
and December 31, 1994.................................................. 10,015 8,921
Loans, net of reserves of $16,960 and $16,908 at September 30,
1995 and December 31, 1994, respectively............................... 3,223 3,050
----- ------
Total long-term receivables......................................... 13,238 11,971
------ -------
Real Estate Assets:
Land .................................................................... 30,62 27,814
Buildings (net of accumulated depreciation of $11,010 and $6,930
at September 30, 1995 and December 31, 1994, respectively)............. 149,809 141,661
Furniture, fixtures, equipment (net of accumulated depreciation
of $3,476 and $2,961 at September 30, 1995 and December 31, 1994,
respectively)........................................................... 3,794 3,559
----------- -----
Total real estate assets............................................ 184,215 173,034
------- -------
Other Assets:
Equity interests in and advances to investment programs, net............. 5,551 5,933
Deferred costs (net of accumulated amortization of $3,374 and
$2,837 at September 30, 1995 and December 31, 1994, respectively) 11,575 11,343
Other ................................................................... 1,275 1,561
Total other assets.................................................. 18,401 18,837
$ 239,518 $231,204
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
Notes payable............................................................ $ 1,282 $32,708
Accounts payable......................................................... 2,807 2,989
Accrued expenses and other............................................... 11,710 28,702
Total current liabilities........................................... 15,799 64,399
Long-term Liabilities:
Notes payable............................................................ 179,015 130,615
Deferred taxes........................................................... 12,372 11,926
Other . . . ............................................................. 5,843 6,449
Total long-term liabilities......................................... 197,230 148,990
Commitments and Contingencies
Minority Interest....................................................... 17,308 -
Partners' Capital:
Limited Partners, $25 stated value per Unit; authorized - 21,249,942 Units;
issued and outstanding - 15,284,243 Units:
Public Unitholders, 2,712,814 Units with preferential rights......... 41,604 42,282
General Partner, 12,571,429 Units without preferential rights........ (23,403) (20,262)
General Partner........................................................ (4,776) (4,205)
Investment in W.L. Realty Limited Partnership.......................... (4,244) -
------ -
Total partners' capital............................................. 9,181 17,815
$ 239,518 $231,204
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Consolidated Statements of Cash Flows
<TABLE>
For the
Nine Months
Ended
September, 30
(Amounts in thousands)(Unaudited) 1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................................. $ (3,562) $(2,313)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Noncash portion of nonrecurring organizational costs.................... - 5,905
Increase in minority interest......................................... 484 92
Depreciation and amortization......................................... 6,124 5,301
Equity in loss of investment programs................................. 27 102
Increases (decreases) in cash as a result of changes in
operating assets and liabilities:
Fees receivable..................................................... (1,165) 5,147
Other assets........................................................ 1,445 (1,272)
Accounts payable.................................................... (182) (3,022)
Accrued expenses.................................................... (16,992) 1,192
Deferred taxes...................................................... 446 (1,872)
Other liabilities................................................... (606) (1,377)
Net cash (used in) provided by operating activities............... (13,981) 7,883
------- -----
Cash flows from investing activities:
Capital expenditures.................................................... (4,962) (32,175)
Contributions to investment programs.................................... (14) (110)
Distributions from investment programs.................................. 369 466
Decrease in advances to investment programs............................. - 2,945
Decrease in earnest money deposit....................................... 2,200 -
Increase in deferred costs.............................................. (2,459) (1,564)
Increase in long term loans receivable.................................. (907) (826)
---- ----
Net cash used in investing activities............................. (5,773) (31,264)
Cash flows from financing activities:
Net borrowing under credit facilities................................... - 19,588
Borrowing of notes payable.............................................. 59,572 -
Repayment of notes payable.............................................. (35,742) -
Cash distribution to minority interest partner.......................... (976) -
<PAGE>
Investment in W.L. Realty Limited Partnership........................... (4,244) -
Net cash provided by financing activities............................. 18,610 19,588
Net decrease in cash and cash equivalents................................. (1,144) (3,793)
Cash and cash equivalents at beginning of period.......................... 18,898 26,006
Cash and cash equivalents at end of period................................ $ 17,754 $22,213
</TABLE>
Supplemental disclosure of Non Cash Investing and Financing Activities: In April
1995, the Company purchased, from an unaffiliated party, an apartment complex in
Austin, Texas. In conjunction therewith, the Company obtained $1,000,000 in
seller financing and assumed a mortgage from a related party of $9,945,974.
In July 1995, a note payable to a related party in the amount of $17,800,000 was
converted to preferred equity (classified as Minority Interest in the
accompanying balance sheet). The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
Notes to Consolidated Financial StatementsSeptember 30, 1995
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements reflect the
accounts of Winthrop Financial Associates ("WFA") and its subsidiaries including
First Winthrop Corporation (collectively referred to as the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
The consolidated financial statements were prepared on the accrual basis of
accounting and reflect the Company's results of operations for an interim period
which may not necessarily be indicative of the results of operations for the
year ending December 31, 1995. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations for an
interim period have been made in the accompanying consolidated financial
statements. These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Partnership's latest annual report on Form 10-K.
Public Unitholders are entitled to a 6% per annum cumulative priority
distribution from all operating cash flow. At September 30, 1995, this unpaid
accumulated preference amounted to $19,329,000 or $7.13 per unit.
The net income of the Company is first allocated to Public Unitholders up to the
amount of the 6% per annum cumulative priority distribution and then any
remaining income is allocated to all partners in accordance with their
percentage interests. Net loss for financial statement purposes is allocated to
all partners in accordance with their percentage interests as outlined in the
partnership agreement.
2. STATEMENTS OF CASH FLOWS
The Company made interest and income tax payments during the nine months ended
September 30, 1995 and 1994 as follows:
<TABLE>
<S> <C> <C>
(Amounts in thousands) 1995 1994
---------------------- ---- ----
Interest........................ $ 11,078 $10,393
Income Taxes.................... $ 84 0
</TABLE>
3. SIGNIFICANT TRANSACTIONS
As of September 30, 1995 the Company's current assets exceeded its current
liabilities by $7,865,000. During the third quarter of 1995, through a series of
transactions described below, the Company refinanced $45,500,000 of
indebtedness, of which $42,100,000 was previously classified as current.
In July 1995 the Company entered into a financing arrangement, whereby the
Company borrowed approximately $42,000,000. This loan accrues interest at LIBOR
+ 3%, with an overall interest rate cap of 10.19%, and matures in 1998.
The proceeds of this loan were used to: (i) fund the costs associated with
the transactions related to the change in ownership described below; (ii) repay
approximately $9,400,000 of mortgage indebtedness due August 15, 1995 which was
secured by a WFA owned apartment property; (iii) repay approximately $3,400,000
of mortgage indebtedness due October 31, 1996 which was also secured by a WFA
owned property; and (iv) repay approximately $15,000,000 of mortgage
indebtedness secured by certain WFA owned properties and was classified as a
current liability due to a breach of certain financial covenants provided for in
the loan documents.
In July 1995 the Company contributed certain assets and liabilities to a newly
formed partnership controlled by the Company. The related party lender
contributed a $17,700,000 note payable to this newly formed partnership in
exchange for preferred equity which provides the related party partner with
certain preferences of cash flow from the newly formed partnership. The proceeds
of the note payable contributed were used to fund the June 1995 payment of an
agreed upon settlement and the associated legal fees incurred relating to a suit
brought against WFA and First Winthrop (see WFA 1994 Form 10-K filed with the
SEC on May 15, 1995). The related party partner's equity is classified as
minority interest on the accompanying Consolidated Balance Sheet as of September
30, 1995.
As further described in the Company's July 18, 1995 Form 8-K filing, a
transaction was consummated which resulted in a change of control of the
Company. Londonderry Acquisition II Limited Partnership, a Delaware limited
partnership and an affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"),
acquired control of the Company from Nomura Asset Capital Corporation. Apollo or
an affiliate may acquire additional Preferred Units. Any such acquisition may be
made through private purchases, merger or consolidation of WFA, one or more
future tender or exchange offers or by any other means deemed advisable.
In addition, the Company, affiliates of Apollo and certain executives (the
"Management Group") executed an agreement whereby the Management Group sold to
the Company their respective equity interests in the entity which owned the
general partnership interest of the Company, and the Chairman and Vice Chairman
resigned.
Payments related to the settlement of certain employment agreements, legal and
consulting fees incurred in connection with the aforementioned transaction, the
release of certain liabilities, and bonuses to certain members of management to
continue in their employment with the Company have been recorded in the period
ended September 30, 1995, on the accompanying Consolidated Statement of
Operations for the three and nine months ended September 30, 1995, as
nonrecurring organizational costs which amounted to $4,903,000. The acquisition
of the Management Group's equity interests were recorded on the accompanying
Consolidated Balance Sheet as a reduction in equity, classified as Investment in
W.L. Realty Limited Partnership.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During 1993 and 1994 the Company shifted the direction of its operations away
from investment syndication and related transactional activities towards
recurring revenues derived from the Company's property investments and service
businesses. As a result of this shift, the components of revenues and expenses
have changed and the Company's expenses reflect certain costs to implement this
redirection.
The Company's operating loss for the three and nine months ended September 30,
1995 was ($4,302,000) and ($2,521,000), respectively. This represents a decline
in operations of $3,785,000 and $4,435,000 over the corresponding periods in
1994. The decrease between corresponding periods, as explained in more detail
below, is principally the result of 1995 nonrecurring organizational costs of
$4,903,000, offset by increased revenues generated from property investments and
reduced management, general and administrative costs. The Company's total net
loss increased slightly from ($3,535,000) and ($2,313,000) for the three and
nine months ended September 30, 1994 to ($4,390,000) and ($3,562,000),
respectively for the same period in 1995, caused by the effect of the minority
interest, discussed below, and the 1994 credit for income taxes.
The largest component in the Company's revenues for the three and nine months
ended September 30, 1994 and 1995 is rental revenue. Rental revenue for the
three and nine months ended September 30, 1995 was $12,208,000 and $34,956,000,
respectively, representing an increase of $1,229,000 (11%) and $3,994,000 (13%)
over the same periods in 1994. This increase is the result of the acquisition of
five apartment properties containing 953 apartment units during 1994 and 1995,
as well as improved operations at previously acquired apartment properties.
Correspondingly, rental operating expenses increased for the three and nine
months ended September 30, 1995 by $198,000 (3%) and $1,485,00 (9%),
respectively, yielding operating income from these properties, before interest
expense and depreciation and amortization, for the three and nine months ended
September 30, 1995 of $6,131,00 and $17,802,000, respectively, representing a
respective 20% and 16% increase over the same periods in 1994. Interest expense
relating to these WFA owned properties was $11,075,000 for the nine months ended
September 30, 1995. This reflects an increase of $1,940,000 over the nine months
ended in 1994, principally attributable to the acquisitions discussed above. A
portion of the debt secured by certain WFA owned properties was refinanced in
July 1995, as discussed further in the Financial Condition section below.
The Company's service businesses are comprised of property and asset management,
tenant services, leasing, and property acquisition. Management fees, the largest
component of the service business revenue, decreased by $177,000 (5%) and
$690,000 (7%) for the three and nine months ended September 30, 1995,
respectively, over the same period in 1994. In July 1994 the Company, in its
effort to focus the service businesses on apartment and commercial properties,
sold its hotel management division, Winthrop Hotels and Resorts. This sale
resulted in a reduction of management fees of $1,188,000 for the nine months
ended September 30, 1995 compared to the nine months ended September 30, 1994.
Accordingly, as discussed below, this transaction resulted in decreased
management, general and administrative expenses. The reduction in management fee
revenue from the sale was offset by an additional property management contract
for an apartment property containing 2,899 apartment units and improved
operations at existing properties under management.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Tenant service revenue for the three and nine months ended September 30, 1995
was $1,223,000 and $3,179,000, respectively, representing an increase of
$237,000 (24%) and $157,000 (5%) for the corresponding periods in 1994. This
increase reflects security contract fee increases on existing contracts and, at
one property under contract, additional security coverage during construction.
The Company recognized reductions in tenant service expense for the three and
nine months ended September 30, 1995 of $249,000 (23%) and $144,000 (5%) over
the same periods in 1994 as a result of management's efforts to control costs.
During the third quarter of 1994 the Company recognized approximately $100,000
of nonrecurring leasing commissions in connection with one property under
contract. Consequently, leasing commissions for the three and nine months ended
September 30, 1995 are decreased by $202,000 and $58,000, respectively.
Property acquisition and related fee income represents transactional fees earned
through structuring net lease arrangements. During the third quarter of 1995
there were no such fees earned.
Other income for the nine months ended September 30, 1995 decreased
significantly (65%) from the nine months ended September 30, 1994. This is
entirely attributable to nonrecurring recoveries recognized in 1994 of
approximately $1,200,00 in connection with previously reserved receivables and
$400,000 of nonrecurring cash distributions from investment programs.
Interest income for the three and nine months ended September 30, 1995 increased
by $156,000 (19%) and $600,000 (29%), respectively. This is mainly attributable
to the increase in investment earnings rates and the effects of compounding
interest accrued on certain loans receivable.
As noted above, the Company has incurred certain management, general and
administrative costs in connection with the restructuring and refocusing of
WFA's business. The most significant of these costs were incurred during 1994,
primarily relating to severance costs and consulting fees. Additionally, costs
related to the management of hotels have been eliminated since the July 1994
sale. Accordingly, for the three and nine months ended September 30, 1995,
management, general and administrative costs have declined by $398,000 (8%) and
$1,647,000 (11%) respectively.
Nonrecurring organizational costs of $4,903,000 recognized during the third
quarter of 1995 reflect amounts incurred in connection with the change in
control reported in the July 18, 1995 Form 8-K. This transaction is described
further in the Financial Condition section below. Nonrecurring organizational
costs of $5,905,000 recognized during the same period in 1994 are ascribed to
the Company's decision to postpone the formation of a real estate investment
trust.
Cash flow used in operations was ($13,981,000) for the nine months ended
September 30, 1995. The $21,864,000 decline from the corresponding period in
1994 is due principally to: (i) the $17,000,000 payment of an agreed upon legal
settlement, discussed below; (ii) $4,903,000 of nonrecurring organizational
costs paid in the third quarter of 1995; (iii) the payment of bonuses during
1995 of approximately $840,000; and (iv) the payment of severance costs in 1995
of $500,000. These payments are partially offset by the improved operations of
the Company.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Cash used in investment activities for the nine months ended September 30, 1995
of $5,773,000 was primarily for capital improvements to the WFA owned
properties.
FINANCIAL CONDITION
As of September 30, 1995 the Company's current assets exceeded its current
liabilities by $7,865,000. During the third quarter of 1995, through a series of
transactions described below, the Company refinanced $45,500,000 of
indebtedness, of which $42,100,000 was previously classified as current.
In July 1995 the Company entered into a financing arrangement, whereby the
Company borrowed approximately $42,000,000. This loan accrues interest at LIBOR
+ 3%, with an overall interest rate cap of 10.19%, and matures in 1998. The
proceeds of this loan were used to: (i) fund the costs associated with the
transactions related to the change in ownership described below; (ii) repay
approximately $9,400,000 of mortgage indebtedness due August 15, 1995 which was
secured by a WFA owned apartment property; (iii) repay approximately $3,400,000
of mortgage indebtedness due October 31, 1996 which was also secured by a WFA
owned property; and (iv) repay approximately $15,000,000 of mortgage
indebtedness secured by certain WFA owned properties and was classified as a
current liability due to a breach of certain financial covenants provided for in
the loan documents.
In July 1995 the Company contributed certain assets and liabilities to a newly
formed partnership controlled by the Company. The related party lender
contributed a $17,700,000 note payable to this newly formed partnership in
exchange for preferred equity which provides the related party partner with
certain preferences of cash flow from the newly formed partnership. The proceeds
of the note payable contributed were used to fund the June 1995 payment of an
agreed upon settlement and the associated legal fees incurred relating to a suit
brought against WFA and First Winthrop (see WFA 1994 Form 10-K filed with the
SEC on May 15, 1995). The related party partner's equity is classified as
minority interest on the accompanying Consolidated Balance Sheet as of September
30, 1995.
As further described in the Company's July 18, 1995 Form 8-K filing, a
transaction was consummated which resulted in a change of control of the
Company. Londonderry Acquisition II Limited Partnership, a Delaware limited
partnership and an affiliate of Apollo Real Estate Advisors, L.P. ("Apollo"),
acquired control of the Company from Nomura Asset Capital Corporation. Apollo or
an affiliate may acquire additional Preferred Units. Any such acquisition may be
made through private purchases, merger or consolidation of WFA, one or more
future tender or exchange offers or by any other means deemed advisable
In addition, the Company, affiliates of Apollo and certain executives (the
"Management Group") executed an agreement whereby the Management Group sold to
the Company their respective equity interests in the entity which owned the
general partnership interest of the Company, and the Chairman and Vice Chairman
resigned.
Payments related to the settlement of certain employment agreements, legal and
consulting fees incurred in connection with the aforementioned transaction, the
release of certain liabilities, and bonuses to certain members of management to
continue in their employment with the Company have been recorded in the period
ended September 30, 1995, on the
<PAGE>
FINANCIAL CONDITION (CONTINUED)
accompanying Consolidated Statement of Operations for the three and nine months
ended September 30, 1995, as nonrecurring organizational costs which amounted to
$4,903,000. The acquisition of the Management Group's equity interests were
recorded on the accompanying Consolidated Balance Sheet as a reduction in
equity, classified as Investment in W.L. Realty Limited Partnership.
As a result of the above transactions, the Company's assets are highly
leveraged. Consequently, a more significant portion of cash flow will be needed
to meet debt service requirements. Management anticipates that cash flow from
operations will be sufficient to fund these requirements and increased cash flow
from operations will be provided through: (i) improved property operations at
WFA owned properties; (ii) improved operations at properties currently under
management contract; (iii) reduced management, general and administrative
expenses; and (iv) the elimination of nonrecurring organizational costs.
PART II - OTHER INFORMATION
All items are inapplicable.
SIGNATURE
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.
WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP
(Registrant)
By: /s/Richard J. McCready
Richard J. McCready
Chief Operating Officer
By: /s/Anthony R. Page
Anthony R. Page
Chief Financial Officer
DATED: November 14, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from unaudited financial statements for the
nine month period ending September 30, 1995 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000759253
<NAME> Winthrop Financial Associates, A Limited Partnership
<MULTIPLIER> 1
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1.00000
<CASH> 17,754,000
<SECURITIES> 0
<RECEIVABLES> 52,358,000
<ALLOWANCES> 33,599,000
<INVENTORY> 0
<CURRENT-ASSETS> 23,664,000
<PP&E> 198,701,000
<DEPRECIATION> 14,486,000
<TOTAL-ASSETS> 239,518,000
<CURRENT-LIABILITIES> 15,799,000
<BONDS> 180,297,000
<COMMON> 0
41,604,000
0
<OTHER-SE> (32,423,000)
<TOTAL-LIABILITY-AND-EQUITY> 239,518,000
<SALES> 0
<TOTAL-REVENUES> 53,721,000
<CGS> 0
<TOTAL-COSTS> 38,866,000
<OTHER-EXPENSES> 6,124,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,763,000
<INCOME-PRETAX> (3,032,000)
<INCOME-TAX> 530,000
<INCOME-CONTINUING> (3,562,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,562,000)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> 0.00
</TABLE>
