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, 1994
------------------
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 1-9064
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CONSOLIDATED RAIL CORPORATION
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1989084
- ------------------------------------ ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Market Street, Philadelphia, Pennsylvania 19101
- ---------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(215) 209-4000
- ---------------------------------------------------------------------
(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
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Number of shares of common stock outstanding (as of October 31, 1994)100 *
Registrant meets the conditions set forth in general instructions
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the
reduced disclosure format.
* Consolidated Rail Corporation is a wholly-owned subsidiary of
Conrail Inc. (CRR).
1
<PAGE>
CONSOLIDATED RAIL CORPORATION
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements
of Income - Quarters and nine
months ended September 30, 1994 and
1993 3
Condensed Consolidated Balance
Sheets - September 30, 1994 and
December 31, 1993 4
Condensed Consolidated Statements
of Cash Flows - Nine months ended
September 30, 1994 and 1993 5
Notes to Condensed Consolidated
Financial Statements 6
Reports of Independent Accountants 8
Item 2. Management's Analysis of Results
of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
CONSOLIDATED RAIL CORPORATION
Item 1. Financial Statements
--------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
($ In Millions)
Quarters Ended Nine Months Ended
September 30, September 30,
-------------- -----------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $943 $842 $2,735 $2,531
---- ---- ------ ------
Operating expenses
Way and structures 122 115 387 373
Equipment 204 171 624 525
Transportation 341 308 1,029 950
General and administrative 84 89 263 281
Early retirement program 84
---- ---- ------ ------
Total operating expenses 751 683 2,387 2,129
---- ---- ------ ------
Income from operations 192 159 348 402
Interest expense (45) (43) (133) (133)
Write-off of intercompany receivables (89) (89)
Other income, net 24 43 71 100
---- ---- ------ ------
Income before income taxes and the
cumulative effect of changes in
accounting principles 171 70 286 280
Income taxes 67 66 114 145
---- ---- ------ ------
Income before the cumulative effect of
changes in accounting principles 104 4 172 135
Cumulative effect of changes in
accounting principles 4 (70)
---- ---- ------ ------
Net income $104 $ 8 $ 172 $ 65
==== ==== ====== ======
Ratio of earnings to fixed charges 4.13x 2.13x 2.71x 2.70x
See accompanying notes.
</TABLE>
3
<PAGE>
<TABLE>
CONSOLIDATED RAIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
($ In Millions)
September 30, December 31,
1994 1993
------------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 39 $ 26
Accounts receivable 709 649
Deferred tax assets 230 218
Material and supplies 129 132
Other current assets 23 20
------ ------
Total current assets 1,130 1,045
Property and equipment, net 6,467 6,313
Other assets 692 552
------ ------
Total assets $8,289 $7,910
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Short-term borrowings 186 79
Current maturities of long-term debt 114 146
Accounts payable 119 84
Wages and employee benefits 177 185
Casualty reserves 106 93
Accrued and other current liabilities 527 487
------ ------
Total current liabilities 1,229 1,074
Long-term debt 1,996 1,959
Casualty reserves 211 132
Deferred income taxes 1,170 1,084
Special income tax obligation 528 575
Other liabilities 333 343
------ ------
Total liabilities 5,467 5,167
------ ------
Stockholder's equity
Common stock
Additional paid-in capital 2,126 2,123
Note receivable from ESOP (310) (308)
Retained earnings 1,006 928
------ ------
Total stockholder's equity 2,822 2,743
------ ------
Total liabilities and
stockholder's equity $8,289 $7,910
====== ======
See accompanying notes.
</TABLE>
4
<PAGE>
<TABLE>
CONSOLIDATED RAIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
($ In Millions)
Nine Months Ended
September 30,
-----------------
1994 1993
----- -----
<S> <C> <C>
Cash flows from operating activities $ 393 $ 299
----- -----
Cash flows from investing activities
Property and equipment acquisitions (371) (328)
Other (39) (2)
----- -----
Net cash used in investing activities (410) (330)
----- -----
Cash flows from financing activities
Proceeds from short-term borrowings, net 107 (107)
Proceeds from long-term debt, net 59 305
Payment of capital lease and equipment obligations (65) (76)
Dividends paid on common stock (94) (75)
Dividends paid on preferred stock (11)
Repurchase of common stock (32)
Other 23 1
----- -----
Net cash from financing activities 30 5
----- -----
Increase (decrease) in cash and cash equivalents 13 (26)
Cash and cash equivalents
Beginning of period 26 40
----- -----
End of period $ 39 $ 14
===== =====
See accompanying notes.
</TABLE>
5
<PAGE>
CONSOLIDATED RAIL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The unaudited financial statements contained herein present
Consolidated Rail Corporation's (the "Company") consolidated financial
position as of September 30, 1994 and December 31, 1993, the
consolidated results of operations for the three and nine-month periods
ended September 30, 1994 and 1993 and the consolidated cash flows for
the nine-month periods ended September 30, 1994 and 1993. In the
opinion of management, these financial statements include all
adjustments, consisting of normal recurring adjustments, and the
cumulative effects of changes in accounting principles mentioned in
Note 3, necessary to present fairly the results for the interim periods
included.
The rules and regulations of the Securities and Exchange Commission
permit certain information and footnote disclosures, ordinarily
required by generally accepted accounting principles, to be condensed
or omitted from interim financial reports. Accordingly, the financial
statements included herein should be read in conjunction with the
audited financial statements and notes for the year ended December 31,
1993, presented in the Company's Annual Report on Form 10-K.
2. During the first quarter of 1994, the Company recorded a charge of
$51 million (after tax benefits of $33 million) for a non-union
employee voluntary early retirement program and related costs. The
majority of the cost of the early retirement program will be paid from
the Company's overfunded pension plan.
3. Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109).
As a result, the Company recorded cumulative after tax charges
totalling $74 million in the first quarter of 1993. The one-time
charge was reduced to $70 million in the third quarter of 1993. The
decrease reflected the adjustment for the change in income tax
accounting for a subsidiary which was transferred to Conrail Inc. as a
result of the corporate reorganization that occurred in the third
quarter of 1993.
6
<PAGE>
4. As a result of the increase in the federal corporate income tax rate
from 34% to 35%, enacted August 10, 1993 and effective January 1, 1993,
income tax expense for the quarter and nine months ended September 30,
1993, includes $36 million of a retroactive nature, primarily for the
effects of adjusting deferred income taxes and the special income tax
obligation for the rate increase as required under SFAS 109.
5. During the third quarter of 1993, the Company wrote off receivables
of $89 million from a subsidiary of Conrail Inc. relating to advances
made to Concord Resources Group, Inc. ("Concord").
6. On October 19, 1994, the Company paid a dividend of $29 million on
its common stock to Conrail Inc.
7. In July 1994, the Company issued approximately $49 million of 1994
Equipment Trust Certificates, Series A, with interest rates ranging
from 5.5% to 7.6%, maturing annually from 1995 to 2009. The
certificates were used to finance approximately 85% of the total
purchase price of 36 locomotives.
8. Information regarding contingent liabilities and litigation was
included in Note 12 to Consolidated Financial Statements and Part I,
Item 3 - Legal Proceedings in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993. Material developments with
respect to these and other matters are discussed in Part II, Item 1 -
Legal Proceedings in this Form 10-Q.
7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Stockholders and Board of Directors of
Consolidated Rail Corporation
We have reviewed the accompanying condensed consolidated balance
sheet of Consolidated Rail Corporation and its subsidiaries (the
"Company") as of September 30, 1994 and the related condensed
consolidated statements of income for the three and nine months ended
September 30, 1994 and the condensed consolidated statement of cash
flows for the nine months ended September 30, 1994. The condensed
consolidated statements of income for the three and nine months ended
September 30, 1993 and the condensed consolidated statement of cash
flows for the nine months ended September 30, 1993 were reviewed by
other independent accountants, whose report dated October 21, 1993,
disclosed that no material modifications should have been made to the
interim financial information for it to be in conformity with
generally accepted accounting principles. This financial information
is the responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying interim financial information
for it to be in conformity with generally accepted accounting
principles.
The Company's consolidated balance sheet as of December 31, 1993 and
the related consolidated statements of income, stockholder's equity
and cash flows for the year then ended (not presented herein) were
audited by other independent accountants, whose report dated
January 24, 1994 expressed an unqualified opinion on those statements
and included an explanatory paragraph describing the Company's change
in methods for accounting for income taxes and postretirement
benefits other than pensions in 1993.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
October 19, 1994
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Stockholders and Board of Directors of
Consolidated Rail Corporation
We have made a review of the condensed consolidated balance sheet of
Consolidated Rail Corporation and subsidiaries as of September 30,
1993, and the related condensed consolidated statements of income
for the three and nine-month periods ended September 30, 1993, and
the condensed consolidated statement of cash flows for the nine-
month period ended September 30, 1993, in accordance with standards
established by the American Institute of Certified Public
Accountants.
A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical procedures to
financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope
than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the condensed consolidated financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of
December 31, 1993, and the related consolidated statements of
income, stockholder's equity and cash flows for the year then ended
(not presented herein); and in our report, dated January 24, 1994,
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31,
1993, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 24, 1994
9
<PAGE>
CONSOLIDATED RAIL CORPORATION
Item 2. Management's Analysis of Results of Operations
-----------------------------------------------
Results of Operations
---------------------
First Nine Months of 1994 compared with First Nine Months of
------------------------------------------------------------
1993
----
Net income for the first nine months of 1994 was $172 million,
an increase of $107 million, from $65 million for the first nine
months of 1993. Net income for the first nine months of 1994
includes the effects of a one-time charge of $51 million (net of
tax benefits of $33 million) relating to a non-union voluntary
early retirement program and related costs which the Company
recorded during the first quarter of 1994 (see Note 2 to the
Condensed Consolidated Financial Statements). Excluding that
charge, net income for the first nine months of 1994 would have
been $223 million. Net income for the first nine months of 1993
includes the effects of one-time charges in the first quarter of
$70 million (net of tax benefits of $14 million) for adoption of
required changes in accounting for income taxes and
postretirement benefits other than pensions (see Note 3 to the
Condensed Consolidated Financial Statements); and the third
quarter charges for the recognition of the effects on deferred
taxes of the increase in the federal corporate income tax rate,
$34 million, and the write-off of receivables from a subsidiary
of Conrail Inc. relating to advances made to Concord, $58
million, net of taxes of $31 million, (see Notes 4 and 5 to the
Condensed Consolidated Financial Statements). Absent these
charges, net income would have been $227 million for first nine
months of 1993.
Operating revenues for the first nine months of 1994 increased
$204 million, or 8.1%, to $2,735 million from $2,531 million for
the same nine months of 1993. A 9.6% increase in traffic volume
resulted in a $232 million increase in revenues that was
partially offset by a 1.3% decrease in average revenue per unit
which reduced revenues by $35 million. The decline in average
revenue per unit was caused by an unfavorable traffic mix.
Other revenues increased $7 million.
10
<PAGE>
Operating expenses increased $258 million (including $84 million
related to the non-union voluntary early retirement program and
related costs), or 12.1%, to $2,387 million for the first nine
months of 1994 from $2,129 million for the same period of 1993.
The following table shows the operating expenses for the
periods:
First Nine Months
-----------------
Increase
($ In Millions) 1994 1993 (Decrease)
------ ------ ----------
Compensation and benefits $ 957 $ 928 $ 29
Fuel 140 128 12
Material and supplies 162 149 13
Equipment rents 289 227 62
Depreciation and amortization 208 209 (1)
Casualties and insurance 145 99 46
Other 402 389 13
Early retirement program 84 - 84
------ ------ ----
$2,387 $2,129 $258
====== ====== ====
Compensation and benefits as a percent of revenues were 35.0% in
the first nine months of 1994 and 36.7% in the first nine months
of 1993. The compensation and benefits increase of $29 million,
or 3.1%, was attributable primarily to increased overtime caused
by the adverse weather conditions and service disruptions
experienced in the first quarter of 1994.
The increase of $62 million, or 27.3%, in equipment rents is
primarily attributable to increased traffic volume and new
operating leases, as well as the effects of crowded serving
yards and train delays primarily caused by adverse weather
conditions experienced in the first quarter of 1994.
Casualties and insurance costs increased $46 million, or 46.5%,
primarily due to an increase in personal injury claims expense
recorded in the third quarter based on higher expected costs to
settle claims.
In the first quarter of 1994, the Company incurred a one-time
pre-tax charge of $84 million for the non-union voluntary early
retirement program and related costs (see Note 2 to the
Condensed Consolidated Financial Statements).
11
<PAGE>
The Company's operating ratio was 87.3% for the first nine months of
1994, compared with 84.1% for the first nine months of 1993.
Without the $84 million one-time charge for the early retirement
program, the operating ratio for the first nine months of 1994
would have been 84.2%.
Liquidity and Capital Resources
-------------------------------
The Company's cash and cash equivalents increased $13 million in
the first nine months of 1994, from $26 million at December 31,
1993 to $39 million at September 30, 1994. Cash generated from
operations and borrowings are the Company's principal sources of
liquidity and are used primarily for capital expenditures, debt
service and dividends. In the first nine months of 1994,
operating activities provided cash of $393 million and net
proceeds from short-term borrowings and long-term debt provided
$166 million. The principal uses of cash were for property and
equipment acquisitions, $371 million; payment of capital lease
and equipment obligations, $65 million; and cash dividends paid
to Conrail Inc., $94 million.
A working capital (current assets less current liabilities)
deficiency of $99 million existed at September 30, 1994 as
compared with a deficiency of $29 million at December 31, 1993.
Management believes that the Company's financial position allows
it sufficient access to credit sources on investment grade
terms, and, if necessary, additional intermediate or long-term
debt could be obtained for working capital requirements.
During the first nine months of 1994, the Company issued $198
million of commercial paper and repaid $91 million. At
September 30, 1994, $286 million of commercial paper remained
outstanding, of which $100 million is classified as long-term
debt since it is expected to be refinanced through subsequent
issuances of commercial paper and is supported by a long-term
credit facility.
On October 19, 1994, the Company paid a dividend of $29 million
on its common stock to Conrail Inc.
12
<PAGE>
PART II. OTHER INFORMATION
CONSOLIDATED RAIL CORPORATION
Item 1. Legal Proceedings
-----------------
The Penn Central Corporation v. United States, Consolidated Rail
----------------------------------------------------------------
Corporation, et al.
-------------------
In March 1992, The Penn Central Corporation ("Penn Central")
filed suit in the Special Court, a federal court with
jurisdiction over certain matters relating to Penn Central's
conveyance of rail properties pursuant to the Regional Rail
Reorganization Act, seeking a finding that the federal
government was barred from pursuing CERCLA claims against it for
environmental contamination of properties conveyed as part of
its reorganization process. The Company and other recipients of
former Penn Central property filed in opposition to Penn
Central.
On August 23, 1994, the Special Court held that the
reorganization did not prevent the government from pursuing its
CERCLA claims against Penn Central. The Court also granted the
Company's Motion for Summary Judgment against Penn Central,
finding that the Company's liability for contamination to former
Penn Central property was limited to the post-conveyance period
only -- beginning in 1976. Notwithstanding this finding, the
Special Court declined to preclude federal courts from applying
principles of joint and several liability and holding the
Company liable for pre-conveyance contamination in instances
where contamination of the property was not divisible.
This matter was previously reported in the Company's report on
Form 10-K for the year ended December 31, 1993, in connection
with "United States v. Southeastern Pennsylvania Transportation
Authority, National Railroad Passenger Corporation, and
Consolidated Rail Corporation (Paoli Railyard)" and "United
States v. Conrail (Elkhart Yard, Indiana)."
13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
12 Computations of the ratio of earnings to
fixed charges.
15.a Letter re unaudited interim financial
information from Price Waterhouse LLP.
15.b Letter re unaudited interim financial
information from Coopers & Lybrand L.L.P.
27 Financial data schedule
(b) Reports on Form 8-K
None
14
<PAGE>
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.
CONSOLIDATED RAIL CORPORATION
Registrant
/s/ Bruce B. Wilson
-------------------------------
Bruce B. Wilson
Senior Vice President - Law
/s/ H. W. Brown
-------------------------------
H. W. Brown
Senior Vice President -
Finance and Administration
(Principal Financial Officer)
Date: November 10, 1994
15
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page Number in
No. SEC Sequential
Numbering System
------- ----------------
12 Computations of the ratio of
earnings to fixed charges.
15.a Letter re unaudited interim
financial information from Price
Waterhouse LLP.
15.b Letter re unaudited interim
financial information from
Coopers & Lybrand L.L.P.
27 Financial data schedule
<TABLE>
Exhibit 12
----------
CONSOLIDATED RAIL CORPORATION
-----------------------------
COMPUTATIONS OF THE RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------
<CAPTION>
($ In Millions)
Quarters Ended Nine Months Ended
September 30, September 30,
-------------- -----------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings
- --------
Pre-tax income $171 $ 70 $286 $280
Add:
Interest expense 45 43 133 133
Rental expense interest factor 7 5 25 17
Less equity in undistributed (earnings)
loss of 20-50% owned companies (4) (16) (13) (23)
---- ---- ---- ----
Earnings available for fixed charges $219 $102 $431 $407
==== ==== ==== ====
Fixed charges
- -------------
Interest expense 45 43 133 133
Rental expense interest factor 7 5 25 17
Capitalized interest 1 1 1
---- ---- ---- ----
Fixed charges $ 53 $ 48 $159 $151
==== ==== ==== ====
Ratio of earnings to fixed charges 4.13x 2.13x 2.71x 2.70x
<FN>
For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes plus fixed charges, less equity in
undistributed (earnings) loss of 20% to 50% owned companies. Fixed charges
represent interest expense together with any interest capitalized and a
portion of rent under long-term operating leases representative of an interest
factor.
</FN>
</TABLE>
Exhibit 15.a
------------
November 10, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
We are aware that Consolidated Rail Corporation has incorporated
by reference our report dated October 19, 1994 (issued pursuant
to the provisions of Statement of Auditing Standards
No. 71) in the following registration statements:
* Registration Statement on Form S-3 No. 33-34040
* Registration Statement on Form S-3 No. 33-64670.
We are also aware of our responsibilities under the
Securities Act of 1933 and that pursuant to Rule 436(c)
our report dated October 19, 1994 shall not be considered
part of a registration statement prepared or certified by
us or a report prepared or certified by us within the
meaning of Sections 7 and 11 of the Securities Act of
1933.
Very truly yours,
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
Exhibit 15.b
------------
November 10, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Consolidated Rail Corporation.
Registration on Form S-3 (Registration Form No. 33-34040 and
Registration Form No. 33-64670)
We are aware that our report dated January 24, 1994 on our
review of interim financial information of Consolidated Rail
Corporation and subsidiaries for the three and nine-month periods
ended September 30, 1993 and included in the Company's
quarterly report on Form 10-Q for the quarter ended
September 30, 1994 will be incorporated by reference in
the registration statements. Pursuant to Rule 436(c)
under the Securities Act of 1933, this report should not
be considered a part of the registration statements
prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
----------
CONSOLIDATED RAIL CORPORATION
-----------------------------
FINANCIAL DATA SCHEDULE
-----------------------
($ In Millions Except Per Share)
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-Q.
<MULTIPLIER> 1,000,000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1994
<PERIOD-START> Jan-01-1994
<PERIOD-END> Sep-30-1994
<PERIOD-TYPE> 9-MOS
<CASH> 39
<SECURITIES> 0
<RECEIVABLES> 709
<ALLOWANCES> 0
<INVENTORY> 129
<CURRENT-ASSETS> 1,130
<PP&E> 6,467
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,289
<CURRENT-LIABILITIES> 1,229
<BONDS> 1,996
0
0
<COMMON> 0
<OTHER-SE> 2,822
<TOTAL-LIABILITY-AND-EQUITY> 8,289
<SALES> 0
<TOTAL-REVENUES> 2,735
<CGS> 0
<TOTAL-COSTS> 2,387
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 133
<INCOME-PRETAX> 286
<INCOME-TAX> 114
<INCOME-CONTINUING> 172
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 172
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
