SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A (Amendment #1)
[X] Quarterly Report Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
OR
[]Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission file number: 0-28354
Great Lakes REIT, Inc.
(Exact name of Registrant as specified in its Charter)
Maryland 36-3844714
(State or other jurisdiction (I.R.S.employer identification no.)
of incorporation organization)
823 Commerce Drive, Suite 300, Oak Brook, IL 60521
(Address of principal executive offices) (Zip Code)
(630)368-2900
(Registrant's telephone number, including area code)
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
Number of common shares outstanding at June 1, 1996 4,808,692
<PAGE>
Great Lakes REIT, Inc.
Index to Form 10-Q
March 31, 1996
Page Number
Part I
Item 1. Financial Information:
Condensed Balance Sheets
as of March 31, 1996
and December 31, 1995 1
Condensed Statements of Income
for the three months
ended March 31, 1996 and 1995 2
Condensed Statement of Changes
in Stockholders' Equity
for the three months ended March 31, 1996 3
Condensed Statements of Cash flows
for the three months
ended March 31, 1996 and 1995 4
Notes to Condensed Financial Statements
Item 2. Management Discussion and Analysis of Results of
Operations and Financial Condition
Part II
Item 4. Submission of Matters to a Vote of Security Holders
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Balance Sheets
(unaudited)
<CAPTION>
March 31, 1996 December 31, 1995
<S> <C> <C>
Assets
Properties:
Land $19,046,500 $18,673,750
Buildings, improvements and equipment 77,160,263 75,667,086
Less accumulated depreciation 3,145,259 2,482,844
93,061,504 91,857,992
Cash and cash equivalents 821,498 1,302,728
Other assets 4,948,886 5,817,716
Total assets $98,831,888 $98,978,436
Liabilities and Stockholders' Equity
Bank loan payable $23,000,000 $24,253,148
Bonds payable 5,420,000 5,420,000
Mortgage notes payable 18,478,904 18,634,022
Accounts payable, accrued expenses and
other liabilities 7,063,733 5,706,069
Total liabilities 53,962,637 54,013,239
Preferred stock (none issued)
Common stock (4,537,180 shares issued) 45,501 45,209
Paid-in capital 46,149,857 45,861,352
Distributions in excess of accumulated earnings (1,170,696) (785,953)
Treasury stock, at cost (12,951 shares) (155,411) (155,411)
Total stockholders' equity 44,869,251 44,965,197
Total liabilities and stockholders' equity $98,831,888 $98,978,436
The accompany notes are an integral part of these condensed financial statements.
/TABLE
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statements of Income
For the three months ended March 31, 1996 and 1995
(unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Revenues
Rental $5,521,494$2,597,827
Interest 22,289 22,163
Total revenues 5,543,783 2,619,990
Expenses
Property operating 2,569,091 1,150,870
General and administrative 338,052 164,182
Interest 940,786 354,936
Depreciation and amortization 724,442 325,170
Total expenses 4,572,371 1,995,158
Net income $971,412 $624,832
Earnings per common share and
common share equivalent $0.21 $0.23
Weighted average number of common
shares and common share equivalents outstanding 4,574,504 2,764,243
The accompany notes are an integral part of these condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensensed Statement of Changes in Stock Equity
For the three months ended March 31, 1996
(Unaudited)
<CAPTION>
Common Stock
Distribution Total
in Excess of Stock-
Shares Paid-inAccumulated Treasury holders'
Outstanding Amount Captial Earnings Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balance, 1/1/96 4,507,945 $45,20945,861,352 (785,953)(155,411)$44,965,197
Exercise of
stock options 29,235 292 288,505 - - 288,797
Net income - - - 971,412 - 971,412
Distributions/
dividends payable
($0.30 per share) - - - (1,356,155) - (1,356,155)
Balance at 3/31/96 4,537,180 $45,50146,149,857 (1,170,696) (155,411) $44,869,251
The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statements of Cash Flows
For the three months ended March 31, 1996 and 1995
(unaudited)
<CAPTION>
Cash flows from operating activities 1996 1995
<S> <C> <C>
Net income $971,412 624,832
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization 724,442 325,170
Net changes in assets and liabilities:
Other assets 411,783 52,353
Accounts payable and accrued liabilities 1,358,452 407,759
Payment of deferred leasing costs (157,903) (58,722)
Net cash provided by operating activities 3,308,186 1,351,392
Cash flows from investing activities
Purchase of properties (1,085,639) (4,761,763)
Payment of tenant & building improvement costs (780,288) (634,210)
Decrease in earnest money deposits 850,000 -
Net cash used by investing activities (1,015,927) (5,395,973)
Cash flows from financing activities
Proceeds from sale of common stock - 3,631,521
Payment of stock issuance costs - (264,250)
Proceeds from exercise of stock options 288,797 -
Proceeds from bank loans payable - 1,200,000
Distributions/dividends payable (1,356,155) (709,890)
Repayment of bank loans payable (1,253,148) (1,200,000)
Repayment of mortgage notes and bonds payable (155,118) (128,619)
Payment of deferred financing costs (297,865) -
Net cash (used) provided by financing activities (2,773,489) 2,528,762
Net (decrease) increase in cash and cash equivalents(481,230) (1,515,819)
Cash and cash equivalents, beginning of quarter 1,302,728 2,676,594
Cash and cash equivalents, end of quarter $ 821,498 $1,160,775
The accompanying notes are an integral part of these condensed financial statements.
/TABLE
<PAGE>
Great Lakes REIT, Inc.
Notes to Condensed Financial Statements
March 31, 1996
(Unaudited)
1. Basis of Presentation
The accompanying condensed unaudited financial statements have been prepared in
accordance
with the instructions to Form 10-Q and do not include all information and
footnotes
necessary for a fair presentation of financial position, results of operations
and cash
flows in conformity with generally accepted accounting principles since the
user of these
statements is assumed to read them in conjunction with the most recent year-end
audited
financial statements. In the opinion of management, the financial statements
contain all
adjustments (which are normal and recurring) necessary for a fair statement of
financial
results for the interim periods. For further information, refer to the
financial
statements and notes thereto included in the Great Lakes REIT, Inc. financial
statements
on Form 10/A for the year ended December 31, 1995.
2. Properties Acquired in 1996
On January 1, 1996, the Company acquired a 43,300 square foot single-story
office building
in Schaumburg, Illinois for an acquisition price of approximately $1,086,000.
3. Related Party Transactions
The following fees will be or have been paid to Equity Partners Ltd., (the
"Advisor") or
affiliates. Two directors of the Company were owners of the Advisor.
Paid Paid Payable at
1996 1995 March 31. 1996
Property acquisition fees $87,731 $70,125 -
Stock offering fees - 17,922 $6,481
Advisory fees 268,015 129,809 9,991
Property management fees 282,094 97,603 -
Construction management fees 109,661 15,208 10,475
Other fees, primarily legal fees 21,484 10,081 -
On February 27, 1996, the shareholders of the Company approved the acquisition
of all the
outstanding shares of the Advisor in exchange for 100,000 of its shares. This
transaction
closed on April 1, 1996. In addition, certain employees of the Advisor received
30,000
restricted shares of the Company. As of April 1, 1996, the Company absorbed the
employees
of the Advisor and is now self-managed and self-advised. All contracts between
the
Advisor and the Company were transferred to the Company.
4. Subsequent Events
On April 15, 1996, the Company refinanced its bank line of credit. The new line
of credit
allows for maximum borrowings of $35,000,000 subject to certain loan covenants.
Interest
on the new line of credit accrues at LIBOR + 1.875% per annum. Amounts
outstanding under
the line of credit are due on April 12, 1998.
On April 17, 1996, the Company acquired a 96,000 square foot office building in
Springdale, Ohio, for a contract price of $6,075,000. A portion of the purchase
price was
financed using the Company's new bank line of credit.
5. Proforma Financial Statements
On April 1, 1996, the Company acquired Equity Partners Ltd., its Advisor. A
proforma
balance sheet as of March 31, 1996 is presented along with proforma income
statements for
the quarter ended March 31, 1996 and the year ended December 31, 1995.
This unaudited Proforma Condensed Balance Sheet is presented as if the
acquisition of
Equity Partners Ltd. (the Advisor) by Great Lakes REIT, Inc. (the Company) had
occurred on
March 31, 1996. The acquisition has been accounted for under purchase
accounting. In the
opinion of the Company, all adjustments necessary to reflect the acquisition
have been
made.
This unaudited Proforma Condensed Balance Sheet is presented for comparative
purposes only
and is not necessarily indicative of what the actual financial position of the
Company
would have been at March 31, 1996, nor does it purport to represent the future
financial
position of the Company.
<PAGE>
<TABLE>
Proforma Condensed Balance Sheet, March 31, 1996, (unaudited)
<CAPTION>
Assets
Great Lakes
REIT, Inc.
(1)
Equity
Partners
Ltd. (2)
Proforma
Adjustments
Proforma
Adjustments
Proforma at
3/31/96
<S>
<C>
<C>
<C>
<C>
<C>
Land
19,046,500
19,046,500
Buildings & improvements
77,160,263
81,860
77,242,123
Less: accumulated
depreciation
(3,145,259)
(3,145,259)
93,061,504
81,860
0
0
93,143,364
Cash and cash equiv.
821,498
821,498
Other assets
4,948,886
3,661
(462,591)(3)
4,489,956
$98,831,888
$85,521
$0
($462,591)
$98,454,818
Liabilities &
Stockholders Equity
Accounts payable, accrued
expenses and other
liabilities
7,063,733
8,827
7,072,560
Mortgages payable
46,898,904
46,898,904
53,962,637
8,827
53,971,464
Stockholders' equity:
Preferred stock
Common stock
45,501
1,000
(1,000)(2)
1,000(3)
46,501
Paid-in capital
46,149,857
1,199,000(3)
47,348,857
Treasury stock
(155,411)
(155,411)
Distributions in excess
of accumulated earnings
(1,170,696)
75,694
(75,694)(2)
(1,585,897)
(3)
(2,756,593)
Total Stockholders Equity
44,869,251
76,694
(76,694)
(385,897)
44,483,354
$98,831,888
$85,521
($76,694)
($385,897)
$98,454,818
See accompanying notes to proforma condensed balance sheet.
/TABLE
<PAGE>
[FN]
Notes to Proforma Condensed Balance Sheet, March 31, 1996, (unaudited)
(1) Represents the historical financial position of the Company as of March 31,
1996.
(2) The historical balance sheet of Equity Partners consists of certain
operating
equipment, indebtedness associated with the equipment, and shareholders'
equity.
The common stock ($1,000) and retained earnings ($75,684) are eliminated from
the
Pro Forma Condensed Balance Sheet.
(3) The Company issued 100,000 shares of its common stock on April 1, 1996 to
the
shareholders of Equity Partners to accomplish the acquisition which in legal
form
is a merger of the Company and Equity Partners. The total acquisition price is
as follows:
Common shares issued $1,200,000 (a)
Acquisition costs 462,591 (b)
Total acquisition price $1,662,591
(a) The fair value of The Company's shares is $12 per share. The issuance of
100,000 shares results in a value assigned to the shares issued of $1.2 million.
(b) Acquisition costs represent investment banking, legal and accounting
services, all incurred prior to March 31, 1996, in connection with the merger.
Acquisition costs include $218,000 paid to EVEREN Securities, Inc. A
director of
The Company is employed by EVEREN Securities, Inc. and directed its work
relative
to the acquisition.
In addition to the 100,000 common shares of the Company issued to
shareholders of
Equity Partners, 30,000 shares of restricted common stock (valued at $360,000)
were issued to certain employees of Equity Partners. Such amount will be
accounted for by the Company as both compensation expense and an increase in
shareholders' equity when the restrictions on the shares are removed.
(4) The principal assets of Equity Partners are its property management and
advisory contracts with The Company. These contracts are reflected at no value
in the historical balance sheet of Equity Partners. Since these contracts were
terminated upon completion of the acquisition, the total estimated acquisition
costs assigned to these contracts ($1,585,897) are being expensed as contract
termination costs.
<PAGE>
These unaudited Proforma Condensed Statements of Operations are presented as if
the acquisition of the Advisor by the Company had occurred on January 1, 1995.
In the opinion of the Company, all necessary adjustments have been made to
reflect the effects of the transaction.
These unaudited Proforma Condensed Statements of Operations are presented for
comparative purposed only and are not necessarily indicative of what the actual
results of operations would have been for the periods presented nor does it
purport to represent results for future periods.
<PAGE>
<TABLE> Proforma Condensed Statement of Operations
For the three months ended March 31, 1996
(Unaudited)
<CAPTION>
Great Lakes
REIT, Inc.
(1)
Equity
Partners Ltd.
(1)
Proforma
Adjustments
(2)
Proforma
<S>
<C>
<C>
<C>
<C>
Revenue
Rental income
$5,521,494
$5,521,494
Interest and
other income
22,289
567,620
(555,619)
(3)
34,290
5,543,783
567,620
(555,619)
5,555,784
Expenses
Property
Operating
2,569,091
144,436
(286,031)
(4)
2,427,496
General &
Administrative
338,052
245,930
(193,706)
(4)
390,276
Interest
940,786
5,568
946,354
Depreciation &
Amortization
724,442
6,357
(8,441)
(5)
722,358
4,572,371
402,291
(488,178)
4,486,484
Net income
$971,412
165,329
(67,441)
$1,069,300
Net income per
share
$0.21
$0.23
Weighted Average
shares
outstanding
4,574,504
4,674,504
/TABLE
<PAGE>
<TABLE> Proforma Condensed Statement of Operations
For the year ended December 31, 1995
(Unaudited)
<CAPTION>
Great Lakes
REIT, Inc.
(1)
Equity
Partners Ltd.
(1)
Proforma
Adjustments
(2)
Proforma
<S>
<C>
<C>
<C>
<C>
Revenue
Rental income
$14,765,108
14,765,108
Interest and other
income
200,818
2,519,443
(2,414,749)
(3)
305,512
14,965,926
2,519,443
(2,414,749)
15,070,620
Expenses
Property Operating
6,592,131
378,389
(701,637)
(4)
6,268,883
General &
Administrative
922,652
1,107,470
(626,818)
(4)
1,403,304
Interest
2,296,457
1,637
2,298,094
Depreciation &
Amortization
1,954,885
25,430
(33,372)
(5)
1,946,943
11,766,125
1,512,926
(1,361,827)
11,917,224
Net income
$3,199,801
1,006,517
(1,052,922)
$3,153,396
Net income per
share
$0.88
$0.84
Weighted Average
shares outstanding
3,650,133
3,750,133
/TABLE
<PAGE>
[FN] Great Lakes REIT, Inc.
Notes to Proforma Income Statements
For the year ended December 31, 1995 and the
Three Months ended March 31, 1996
(Unaudited)
(1) These condensed income statements present the historical operations of
Great
Lakes REIT, Inc. and Equity Partners for the periods described.
(2) The pro forma condensed income statements do not include the one-time charge
to expense for contract termination costs of $1,585,897. See note (4) to Notes
to Pro Forma Condensed Balance Sheet.
(3) Income earned by Equity Partners from The Company is eliminated from the pro
forma condensed income statements:
1995 1996
Acquisition fees $787,256 $ 15,750
Advisory fees 626,818 253,494
Property management fees 564,369 214,823
Construction management fees 136,907 --
Offering service fees 131,748 --
Other 167,651 71,552
$2,414,749 $555,619
(4) Expenses incurred by the Company which are paid to Equity Partners and
equipment rentals incurred by Equity Partners which are paid to the Company are
eliminated from the pro forma condensed income statements.
1995 1996
Property management fees $564,369 $214,823
Maintenance costs 137,268 71,208
$701,637 $286,031
General and administrative costs:
Advisory fees $626,818 $193,706
(5) Acquisition, construction management and certain other fees paid by the
Company to Equity Partners are capitalized by the Company into buildings and
improvements. If the acquisition had occurred on January 1, 1995 these fees
would not have been incurred and depreciation and amortization expenses would
decrease by $33,372 and $8,441 in 1995 and 1996 respectively.
<PAGE>
ITEM 2.Management's Discussion and Analysis of Results of Operations and
Financial Condition
Overview
Great Lakes REIT, Inc. (the "Company") a Maryland corporation, was formed on
June
22, 1992 to invest in income-producing real property. The principal business of
the Company is the ownership, management, leasing, renovation, and
acquisition of
suburban office and industrial properties located in the Midwest. At March 31,
1996, the Company owns and operates seventeen properties located in suburban
areas of Chicago, Detroit, Milwaukee, and Minneapolis. The Company leases
office
and industrial space to over 200 tenants in a variety of businesses.
Over the past three years, the Company has expanded its real estate portfolio
through the acquisition of suburban office and office/service center properties
in the Midwest. The Company has financed its growth by the issuance of
additional shares of its common stock and by issuing short and long-term
mortgage
notes payable secured by its property assets. Growth in net income and funds
from
operations (FFO) for the quarter ended March 31, 1996 as compared to March 31,
1995 has been due to a combination of improved operations of the Company's
properties and the inclusion of the operating results of properties acquired in
1995 from the dates of their respective acquisitions.
The Company believes that to facilitate a clear understanding of its operating
results, FFO should be examined in conjunction with the net income as presented
in the Condensed Financial Statements included elsewhere in this Form 10-Q.
However, FFO should not be considered as a substitute for net income (as an
indicator of the Company's performance) or as a substitute for cash flows (as a
measure of liquidity).
Results of Operations
In analyzing the operating results for the quarter ended March 31, 1996 of the
Company, the changes in rental income and property operating expenses, from 1995
are due principally to three factors: (1) the addition of operating results from
properties acquired during 1996; (2) the addition of full quarter of operating
results in 1996 of properties acquired in 1995 as compared to the partial
quarter
of operating results from the dates of their respective acquisitions in 1995 and
(3) improved operations of properties during 1996 as compared to 1995.
During the quarter ended March 31, 1996, the Company acquired one new investment
property. The operating results of this property have been included in the
Company's financial statements from the date of its acquisition. In 1995, the
Company acquired 7 properties, and in 1996 a full quarter of operations of these
properties has been included in the Company's financial statements.
A summary of these changes as they impact rental income, and property operating
expenses follows:
Rental income Property operating
expenses
Increase due to inclusion
of results of properties acquired
after January 1, 1995 $2,696,000 1,290,000
Increase due to 1996 acquisitions 62,000 56,000
Improved operations in 1996
compared to 1995 166,000 72,000
Total increase in 1996 $2,924,000 1,418,000
Interest expense during 1996 increased by $586,000 as the Company had greater
amounts of long and short-term debt outstanding in 1996. This debt was used to
finance the acquisistion of properties acquired in 1995.
General and administrative expenses increased by $174,000 primarily due to an
increase in the advisory fee paid to the Advisor.
Depreciation and amortization increased in 1996 by $359,000 as the Company
incurred these expenses on seventeen properties in 1996 versus ten properties in
1995.
Liquidity and Capital Resources
Cash and cash equivalents as of March 31, 1996 were $821,000, a decrease of
$482,000 as compared to December 31, 1995. The decline is primarily due to the
Company continuing to invest in tenant and other capital improvements at its
properties and the repayment of $1.25 million on its line of credit.
The Company expects to meet its short-term liquidity requirements generally
through its working capital and net cash provided by operating activities. The
Company consideres its cash provided by operating activities to be adequate to
meet operating requirements and to fund the payment of dividends in accordance
with the REIT requirements under the Internal Revenue Code.
The Company expects to meet its long-term liquidity requirements (such as
scheduled mortgage debt maturities, property acquisistions, and significant
capital improvements) by long-term collateralized and uncollateralized
borrowings
and the issuance of debt or additional equity securities in the Company. As of
March 31, 1996, the Company had available a $25 million line of credit from
American National Bank and Trust Company of Chicago ( the "ANB Line of
Credit").
The amount available from time to time under the line of credit is subject ot
certain requirements and customary financial covenants. The Company uses the
line of credit for property acquisisitons and improvments, working capital needs
and as a source of funds for share redemptions as required. As of March 31,
1996, the outstanding borrowings under the ANB Line of Credit were $23,000,000
with $2,000,000 available to borrow.
In April 1996, the Company established a $35 million revolving credit facility
with the First National Bank of Boston (as agent) and repaid substantially
all of
the balance outstanding on the ANB Line of Credit. However, the Company
continues to maintain the ANB Line of Credit, but the Company's borrowing
capacity under the ANB Line of Credit has been reduced to approximately $5
million all of which is currently available.
At March 31, 1996, the Company had committed to a $1.3 million renovation
program
at its Oak Brook, Illinois property. The Company expects to fund this
renovation
program, in part, through its new Bank of Boston line of credit.
Funds from Operations (FFO)
FFO, as defined by the National Association of Real Estate Investment Trusts
(NAREIT), is a measure of operating performance for real estate investment
trusts
and is defined as net income computed in accordance with generally accepted
accounting principles (GAAP), excluding gains and losses from debt restructuring
and sales of property, plus real estate depreciation and amortization. In
addition to the mandated adjustments to net income, the Company excludes rental
income recorded due to the GAAP required 'straight-lining' adjustment for
contractual rent increases included in certain leases. FFO for the three months
ended March 31, 1996 and 1995 is computed as follows:
1996 1995
Net income $ 971,412 $ 624,832
Depreciation and amortization 724,442 354,936
FFO-NAREIT definition 1,695,854 979,768
Less: Adjustment for straight-lining of rents 86,935 134,436
FFO as reported by the Company $1,608,919 $845,332
ITEM 4. Submission of Matters to Vote of Security Holders
On February 27, 1996, the Company held a special stockholders' meeting to vote
upon the following matters:
1. To consider and vote upon a proposal to approve the merger of Equity
Partners
Ltd., with and into the Company (the "Merger") pursuant to an Agreement and Plan
of Merger dated as of January 26, 1996 (the"Merger Agreement"), among the
Company, Equity Partners Ltd., and the shareholders of Equity Partners, Ltd.
Pursuant to the Merger Agreement, all of the outstanding shares of common stock
of Equity Partners Ltd., without par value, will be converted into an aggregate
of 100,000 shares of common stock, par value of $.01 er share, of the Company.
As an inducement to certain key employees of Equity Partners Ltd., to accept
employment with the Company after the Merger, 30,000 shares of the Company's
common stock will be issued to certain employees of Equity Partners Ltd. on the
date the Merger becomes effective, subject to certain transfer restrictions and
forfeiture provisions.
This matter was approved by shareholders with 3,860,637 shares voting in favor
of
the proposal, 62,442 against the proposal, and 584,787 shares withheld their
votes.
2. To consider and vote upon a proposal to approve the transfer of all the
Compnay's real estate to a yet-to-be-created limited partnership, limited
liability company, or other form of entity with similar tax consequences to the
holders of passive equity interest (the "Operating Entity") in exchange for the
initial sole general partnership interest, or other similar interest having all
the management rights and, initially, having substantially all the economic
interest, in the Operating Enitiy (the'Reorganization Proposal"). The Company's
Board of Directors anticipates that the Operting Entity will facilitate the
tax-efficient acquisisiton of properties held by their current owners in
limited partnership form.
This matter was approved by shareholders with 3,858,125 shares voting in favor
of the proposal, 64,953 against the proposal, and 584,786 shares withheld their
votes.
<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.
Great Lakes REIT, Inc.
(Registrant)
October 11, 1996 /s/ James Hicks
Date James Hicks
Senior Vice President & Chief Financial Officer
(Principal Financial Officer)
October 11, 1996 /s/ Brett A. Brown
Date Brett A. Brown
Vice President & Controller
(Principal Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 821,498
<SECURITIES> 0
<RECEIVABLES> 4,948,886
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,770,384
<PP&E> 96,206,763
<DEPRECIATION> 3,145,259
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0
0
<COMMON> 45,501
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<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
