<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 quarterly period 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 1-8971
RCPI Trust
(Exact name of registrant as specified in its charter)
Delaware 13-7087445
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Tishman Speyer Properties, L.P.
45 Rockefeller Plaza, New York, N.Y. 10011
(Address of principal executive offices) (Zip Code)
(212) 332-6500
(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year,
if changed since last report)
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 _____
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RCPI TRUST
INDEX
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<TABLE>
<CAPTION>
PART I--FINANCIAL INFORMATION PAGE
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ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited, interim financial statements have been prepared in
accordance with the instructions to Form 10-Q. In the opinion of management, all
adjustments necessary for a fair presentation have been included.
RCPI Trust, Balance Sheets as of March 31, 1999 (unaudited) and
December 31, 1998 1
RCPI Trust, Statements of Operations for the quarters ended March 31, 1999 and
1998 (unaudited) 2
RCPI Trust, Statements of Cash Flows for the quarters ended March 31, 1999 and
1998 (unaudited) 3
Notes to Financial Statements (unaudited) 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
</TABLE>
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION
REFORM ACT OF 1995.
Except for historical information contained herein, the Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties. The
Company's actual results of outcomes may differ materially from those
anticipated. In assessing forward-looking statements contained herein, readers
are urged to carefully read those statements. When used in the Report on Form
10-Q, the words "estimate", "anticipate", "expect", "believe" and similar
expressions are intended to identify forward-looking statements.
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
RCPI TRUST
(a Delaware business trust)
BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
As of
March 31, 1999 As of
(Unaudited) December 31, 1998
--------------- ------------------
<S> <C> <C>
ASSETS:
Real Estate:
Land $158,149 $158,149
Buildings and improvements 642,221 637,288
Tenant improvements 62,333 58,086
Furniture, fixtures and equipment 5,111 4,920
-------- --------
867,814 858,443
Less: Accumulated depreciation and amortization 49,700 44,311
-------- --------
818,114 814,132
Cash and cash equivalents 13,929 31,270
Restricted cash 11,050 10,120
Accounts receivable 3,150 6,680
Prepaid expenses 9,707 973
Deferred costs, net of accumulated
amortization of $5,796 and $5,918, respectively 43,805 40,724
Accrued rent 75,751 65,851
-------- --------
Total Assets $975,506 $969,750
======== ========
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Zero coupon convertible debentures, net of unamortized
discount of $111,355 and $125,433, respectively $474,830 $460,752
14% debentures (includes premium of $22,714 and $23,127,
respectively) 97,714 98,127
NationsBank loans 73,750 80,000
Accrued interest payable 1,914 4,738
Accounts payable and accrued expenses 15,664 21,392
Tenant security deposits payable 10,015 9,985
-------- --------
Total Liabilities 673,887 674,994
Commitments and Contingencies
Owners' Equity 301,619 294,756
-------- --------
Total Liabilities and Owners' Equity $975,506 $969,750
======== ========
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
1
<PAGE> 4
RCPI TRUST
(a Delaware business trust)
STATEMENTS OF OPERATIONS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarters Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Base rental $56,103 $47,461
Escalations and percentage rents 1,881 1,915
Interest and other income 1,012 1,465
------- -------
Total revenues 58,996 50,841
------- -------
Expenses:
Interest 17,626 15,423
Real estate taxes 8,758 8,415
Payroll and benefits 5,052 4,391
Repairs, maintenance and supplies 3,211 2,838
Utilities 3,738 3,872
Cleaning 3,423 3,375
Professional fees 497 545
Insurance 222 314
Management and accounting fees 948 902
General and administration 769 826
Depreciation and amortization 7,889 5,465
------- -------
Total expenses 52,133 46,366
------- -------
Net income $ 6,863 $ 4,475
======= =======
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
2
<PAGE> 5
RCPI TRUST
(a Delaware business trust)
STATEMENTS OF CASH FLOWS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarters Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 6,863 $ 4,475
Adjustment to reconcile net income to net cash
provided by operating activities:
Amortization of original issue discount and premium 13,665 12,105
Depreciation and amortization 7,889 5,465
Increase in restricted cash (930) (4,631)
Decrease in accounts receivable 3,530 6,692
Increase in prepaid expenses (8,734) (8,354)
Increase in accrued rent (9,900) (9,424)
Increase in accounts payable, accrued expenses
and tenant security deposits payable 1,513 1,824
Decrease in accrued interest payable (2,824) (4,432)
-------- --------
Net cash provided by operating activities 11,072 3,720
-------- --------
Cash Flows from Investing Activities:
Additions to building and improvements (4,515) (3,857)
Additions to tenant improvements (6,136) (5,827)
Additions to furniture, fixtures and equipment (191) (163)
Additions to deferred costs (11,321) (3,825)
-------- --------
Net cash used in investing activities (22,163) (13,672)
-------- --------
Cash Flows from Financing Activities:
Proceeds from NationsBank loans -- 20,000
Repayment of NationsBank loans (6,250) --
-------- --------
Net cash (used in) provided by financing activities (6,250) 20,000
-------- --------
(Decrease) increase in cash and cash equivalents (17,341) 10,048
Cash and cash equivalents at beginning of period 31,270 27,517
-------- --------
Cash and cash equivalents at end of period $ 13,929 $ 37,565
======== ========
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
3
<PAGE> 6
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS
The balance sheet as of March 31, 1999 and the statements of operations
and cash flows for the quarters ended March 31, 1999 and 1998 are
unaudited, but in the opinion of the Company's management, reflect all
adjustments, consisting only of normal recurring adjustments, which are
necessary to present fairly the financial condition and results of
operations at those dates and for those periods. The results of
operations for the interim periods are not necessarily indicative of
results for a full year. It is suggested that these financial statements
be read in conjunction with the audited financial statements and notes
thereto included in the Company's latest Form 10-K for the year ended
December 31, 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred Costs
The Company adopted the provisions of Statement of Position 98-5
"Reporting on the Costs of Start-up Activities" effective January 1,
1999. The effect of adopting this statement was an additional charge of
$1.34 million related to the write off of the unamortized balance of
organizational costs and is included as a component of depreciation and
amortization in the accompanying statement of operations for the quarter
ended March 31, 1999.
3. DEBT
NationsBank Credit Facility
On May 16, 1997, the Company entered into a Credit Agreement (the
"Original NationsBank Credit Agreement") with NationsBank of Texas, N.A.
("NationsBank"), pursuant to which NationsBank agreed to make term loans
(the "Original NationsBank Loans") to the Company in an aggregate
principal amount of up to $100 million. The maximum amount of the
Original NationsBank Loans which may be outstanding at any time reduces
quarterly commencing March 31, 1998 through the May 16, 2000 maturity
date. As of December 31, 1998, the outstanding balance on the Original
NationsBank Loans was $80 million. On March 31, 1999, the Company repaid
$6.25 million bringing the outstanding balance of the Original
NationsBank Loans down to $73.75 million.
4. SUBSEQUENT EVENTS
New NationsBank Credit Facility
The Company entered into a second Credit Agreement (the "New NationsBank
Credit Agreement") as of April 12, 1999, with NationsBank of Texas, N.A.
("NationsBank"), pursuant to which NationsBank agreed to make additional
term loans (the "New NationsBank Loans") to the Company in an aggregate
principal amount of up to $47 million. NationsBank made the first term
loan to the Company, under the New
4
<PAGE> 7
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
4. SUBSEQUENT EVENTS (Cont'd)
NationsBank Credit Agreement, in the principal amount of $5 million on
April 28, 1999. Similar to the Original NationsBank Credit Agreement, the
Company may elect interest periods based on one, two, three, or six month
LIBOR. Interest accrues at LIBOR plus 2.50% and is payable at the end of
each interest period. The maximum amount of the New NationsBank Loans
which may be outstanding at any time reduces quarterly commencing
December 31, 1999 through the May 16, 2000 maturity date. Subject to the
satisfaction of certain conditions precedent, the Company may extend the
maturity date of the New NationsBank Loans to December 31, 2000 and such
loans will bear interest based on LIBOR plus 2.50%.
In connection with the New NationsBank Credit Agreement, the Company
purchased an interest rate protection agreement from Goldman Sachs
Capital Markets L.P. capping LIBOR at 7.85%.
As a condition to making the New NationsBank Loans, the holder of the 14%
Debentures and the Company amended the intercreditor and subordination
agreement, executed as part of the Original NationsBank Loans (as defined
in the December 31, 1998 Form 10-K) to include the New NationsBank Loans.
The intercreditor and subordination agreement provides that the holder of
the 14% Debentures agrees (i) to subordinate payment on the 14%
Debentures to the NationsBank Loans, (ii) that in certain circumstances
interest would accrue but not be paid on the 14% Debentures, and (iii)
that NationsBank may take certain actions on behalf of the holder of the
14% Debentures upon the occurrence of certain bankruptcy related events
in respect of the Company.
In addition, certain members of the Investor Group (as defined in the
December 31, 1998 Form 10-K) and/or certain of their affiliates entered
into a Limited Recourse Agreement dated as of April 12, 1999, in favor of
NationsBank.
5
<PAGE> 8
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources - RCPI Trust
Land and Building
At March 31, 1999, the property, exclusive of 1.5 million square feet
owned directly by the National Broadcasting Company, Inc. and NBC Trust
No. 1996A, was approximately 92.4% occupied. Occupancy rates for the
Property at various dates are presented in the following table:
December 31, 1998 93.0%
September 30, 1998 89.6%
June 30, 1998 88.1%
March 31, 1998 88.1%
December 31, 1997 86.7%
September 30, 1997 86.3%
The following table shows selected lease expirations and vacancy of the
Property as of March 31, 1999. Area, as presented below and discussed
above, is measured based on standards promulgated by the New York Real
Estate Board in 1987. Lease turnover could offer an opportunity to
increase the revenue of the Property or might have a negative impact on
the Property's revenue. Actual renewal and rental income will be
affected significantly by market conditions at the time and by the terms
at which the Company can then lease space.
<TABLE>
<CAPTION>
Square Feet Percent
Year Expiring Expiring
---- -------- --------
<S> <C> <C>
Vacant 448,462 7.6%
1999 177,196 3.0%
2000 424,780 7.2%
2001 134,792 2.3%
2002 221,923 3.8%
2003 177,055 3.0%
Thereafter 4,315,489 73.1%
---------- -------
Total 5,899,697 100.0%
========== ======
</TABLE>
Debt
The Zero Coupon Convertible Debentures (the "Zero Coupons") due December
31, 2000 accrete to a face value of approximately $586.2 million at an
effective annual interest rate of 12.10%. At March 31, 1999 and December
31, 1998, the carrying value of the Zero Coupons, net of unamortized
discount, was approximately $474.8 million and $460.7 million,
respectively.
The 14% Debentures have a principal balance of $75 million and mature on
December 31, 2007. At the time the Property was acquired by the Company,
the carrying value of the 14% Debentures was adjusted to reflect their
estimated fair value at that date, resulting in a premium. The effective
interest rate, which is net of the amortization of this premium, is
approximately 9.03%. Interest payments are made semi-annually on July 31
6
<PAGE> 9
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
and January 31. As of March 31, 1999 and December 31, 1998, the carrying
value of the 14% Debentures was approximately $97.7 million and $98.1
million, respectively.
As of March 31, 1999, the original NationsBank credit facility has an
aggregate principal balance of $73.8 million and matures on May 16,
2000. The Company may elect interest periods based on one, two, three or
six month LIBOR rates. Interest accrues at LIBOR plus 1.75% and is
payable monthly in arrears.
Cash Flow
During the quarter ended March 31, 1999, the Company received cash flows
of approximately $11.1 million from operations of the Property. The
Company used this cash flow from operations to partially fund tenant
improvements, building improvements and other leasing costs. Any
remaining tenant or building improvements and leasing costs, which
totaled an additional $11.1 million, were funded through the Company's
existing working capital. The Company also used its existing working
capital to make a $6.25 million amortization payment on the original
NationsBank Loan on March 31, 1999.
The Company believes that its current cash balance and future cash flows
from operations, together with its expected borrowings in an amount
currently believed not to exceed the additional $47 million, will be
sufficient to fund its capital and debt service requirements for the
foreseeable future.
Inflation
Inflation and changing prices during the current period did not
significantly affect the markets in which the Company conducts its
business. In view of the moderate rate of inflation, its impact on the
Company's business has not been significant.
RESULTS OF OPERATIONS - RCPI TRUST
Base rent for the quarter ended March 31, 1999 increased approximately
$8.6 million from the quarter ended March 31, 1998 partially due to
higher rental rates on new leases as compared to the prior year.
Additionally, the overall occupancy level increased to 92.4% as of March
31, 1999, as compared to 88.1% as of March 31, 1998. The Company also
signed a number of new retail leases which had lease and rent
commencement dates after the first quarter of 1998.
Interest and other income decreased in the quarter ended March 31, 1999,
as compared to the quarter ended March 31, 1998, primarily due to lower
interest income. The decrease in interest income was due to a lower
average cash balance in the quarter ended March 31, 1999.
Interest expense increased by approximately $2.2 million for the quarter
ended March 31, 1999, as compared to the quarter ended March 31, 1998,
primarily due to the increase in the outstanding debt balance. Total
outstanding debt as of March 31, 1999 was approximately $646.3 million
as compared to $595.3 million as of March 31, 1998. The increase is due
primarily to accretion of the Zero Coupons and a higher loan balance on
7
<PAGE> 10
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the original NationsBank credit facility. The NationsBank Loans were at
$80 million for the entire first quarter of 1999 and were at $75 million
for most of the first quarter of 1998.
The increase in payroll and benefits from the first quarter of 1998 to
the first quarter of 1999 is primarily due to the fact that the retail
leasing and construction groups were not fully staffed until after the
first quarter of 1998.
The increase in repairs and maintenance of approximately $373,000 in the
quarter ended March 31, 1999, as compared to the quarter ended March 31,
1998, is primarily due to the accelerated timing of certain repairs and
maintenance projects in 1999.
The increase in depreciation and amortization expense of approximately
$2.4 million from the first quarter of 1998 to the first quarter of 1999
is primarily due to additional capital expenditures being placed into
service at the property between the first quarter of 1998 and the first
quarter of 1999. Additionally, the increase in amortization expense was
due to the adoption of the provisions of SOP 98-5 "Reporting on the
Costs of Start-up Activities" effective January 1, 1999. This required
the write-off of the Company's remaining organizational costs of
approximately $1.34 million.
8
<PAGE> 11
RCPI TRUST
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no material exposure to market risk sensitive
instruments other than the NationsBank Loans. The market risk associated
with this floating rate loan is minimized by an interest rate protection
agreement which caps out the floating rate on the NationsBank loans at
7.69% during the first two years of the initial term and 8.69%
thereafter, including the extension period. The Company enters into
derivative instruments only to hedge its exposure to changes in interest
rates on some of its outstanding indebtedness, not for speculative or
trading purposes, and does not enter into leveraged derivatives. See
Note 6 to the Financial Statements included in the Company's Form 10-K
for the year ended December 31, 1998 for information about the Company's
interest rate protection agreement.
9
<PAGE> 12
RCPI TRUST
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There has been no material change to the status of existing litigation as
reported in the Company's Form 10-K for the year ended December 31, 1998.
10
<PAGE> 13
ITEM 6. (a) EXHIBITS
(3.1) Certificate of Trust of RCPI Trust, dated March 22,
1996 is incorporated by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996.
(4.1) Amended and Restated Debenture Purchase Agreement
dated as of July 17, 1996 between the Company and WHRC
Real Estate Limited Partnership is incorporated by
reference to exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996 (the "1996 10-K").
(4.2) Indenture dated as of September 15, 1985 between the
Predecessor and Manufacturers Hanover Trust Company,
as Trustee, including the forms of Current Coupon
Convertible Debenture, Zero Coupon Convertible
Debenture and Floating Rate Note, is incorporated by
reference to Exhibit 4 to the Predecessor's Quarterly
Report on Form 10-Q for the period ended September 30,
1985.
(4.3) First Supplemental Indenture dated as of December 15,
1985 between the Predecessor and the Trustee, is
incorporated by reference to the Predecessor's Annual
Report on Form 10-K for the year ended December 31,
1985.
(4.4) Second Supplemental Indenture dated as of July 10,
1996 between the Company and the United States Trust
Company of New York, as Trustee is incorporated by
reference to exhibit 4.4 to the 1996 10-K.
(4.5) Instrument of Resignation, Appointment and Acceptance
dated as of December 1, 1993 among the Predecessor,
Chemical Bank, successor by merger to Manufacturers
Hanover Trust Company, and United States Trust Company
of New York is incorporated by reference to Exhibit
4.21 to the Predecessor's Annual Report on Form 10-K
for the year ended December 31, 1993.
(10.1) Amended and Restated Loan Agreement dated as of July
17, 1996 among the Company, the lenders parties
thereto and GSMC, as agent, is incorporated by
reference to Exhibit 10.1 to the 1996 10-K.
(10.2) Guarantee dated July 17, 1996 by Whitehall Street Real
Estate Limited Partnership V, Exor Group S.A., Tishman
Speyer Crown Equities, David Rockefeller, Troutlet
Investments Corporation, Gribble Investments (Tortola)
BVI, Inc. and Weevil Investments (Tortola) BVI, Inc.,
as guarantors in favor of GSMC, as agent and lender,
is incorporated by reference to Exhibit 10.2 to the
1996 10-K.
(10.3) Agreement and Plan of Merger dated as of November 7,
1995 among the Predecessor, RCPI Holdings Inc., RCPI
Merger Inc., Whitehall Street Real Estate Limited
Partnership V, Rockprop, L.L.C., David Rockefeller,
Exor Group S.A. and Troutlet Investments Corporation
is incorporated by reference to Exhibit 10.28 to the
Predecessor's Current Report on Form 8-K dated
November 13, 1995.
11
<PAGE> 14
ITEM 6. (a) EXHIBITS (Cont'd)
(10.4) Amendment No. 1 dated as of February 12, 1996 to the
Agreement and Plan of Merger dated as of November 7,
1995 among the Predecessor, RCPI Holdings Inc., RCPI
Merger Inc., Whitehall Street Real Estate Limited
Partnership V, Rockprop, L.L.C., David Rockefeller,
Exor Group S.A. and Troutlet Investments Corporation
is incorporated by reference to Exhibit 10.31 to the
Predecessor's Current Report on Form 8-K dated
February 22, 1996.
(10.5) Amendment No. 2 to the Agreement and Plan of Merger,
dated as of April 25, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on April 25, 1996.
(10.6) Amendment No. 3 to the Agreement and Plan of Merger,
dated as of May 29, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on May 29, 1996.
(10.7) Amendment No. 4 to the Agreement and Plan of Merger,
dated as of June 30, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on July 1, 1996.
(10.8) Credit Agreement, dated as of May 16, 1997, between
the Company and NationsBank of Texas, N.A. is
incorporated by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(10.9) Intercreditor and Subordination Agreement, dated as of
May 16, 1997, between the Company and Whitehall is
incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(10.10) Limited Recourse Agreement, dated as of May 16, 1997,
is incorporated by reference to Exhibit 4.8 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(27.1) Company's Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No Current Reports on Form 8-K have been filed during the last
fiscal quarter.
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RCPI TRUST
Date: May 17, 1999 By:/s/David Augarten
------------------------
David Augarten
Vice President
(Principal Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from RCPI Trust's
Balance Sheet as of March 31, 1999 and RCPI Trust's statement of Operations for
the quarter ended March 31, 1999 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,929
<SECURITIES> 0
<RECEIVABLES> 3,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 140,313
<PP&E> 867,814
<DEPRECIATION> 49,700
<TOTAL-ASSETS> 975,506
<CURRENT-LIABILITIES> 27,593
<BONDS> 646,294
0
0
<COMMON> 0
<OTHER-SE> 301,619
<TOTAL-LIABILITY-AND-EQUITY> 947,913
<SALES> 0
<TOTAL-REVENUES> 58,996
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,626
<INCOME-PRETAX> 6,863
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,863
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,863
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
