SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] Quarterly Report Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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 March 27, 1997 8,938,040
<PAGE>
Great Lakes REIT, Inc.
Index to Form 10-Q
September 30, 1996
Page Number
Part I
Item 1. Financial Information:
Condensed Balance Sheets
as of September 30, 1996
and December 31, 1995 4
Condensed Statements of Income
for the three months
ended September 30, 1996 and 1995 5
Condensed Statements of Income
for the nine months 6
ended September 30, 1996 and 1995
Condensed Statement of Changes
in Stockholders' Equity
for the nine months ended
September 30, 1996 7
Condensed Statements of Cash flows
for the nine months
ended September 30, 1996 and 1995 9
Notes to Condensed Financial Statements 10
Item 2. Management Discussion and Analysis of
Results of Operations and Financial
Condition 13
Item 4. Submission of Matters to a Vote of Security
Holders 17
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Balance Sheets
(unaudited)
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Assets
Properties:
Land $21,491,500 $18,673,750
Buildings, improvements and equipment 94,623,932 75,667,086
Less accumulated depreciation 4,673,912 2,482,844
------------- -------------
111,441,520 91,857,992
Cash and cash equivalents 816,207 1,302,728
Goodwill 1,451,807
Other assets 5,317,018 5,817,716
------------- -------------
Total assets $119,026,552 $98,978,436
============== =============
Liabilities and Stockholders' Equity
Bank loan payable $27,602,368 $24,253,148
Bonds payable 5,235,000 5,420,000
Mortgage notes payable 18,158,065 18,634,022
Accounts payable, accrued expenses and
other liabilities 6,570,900 5,706,069
----------- -----------
Total liabilities 57,566,333 54,013,239
----------- -----------
Preferred stock (73,548 shares issued) 735
Common stock (6,316,683 shares issued) 63,167 45,209
Paid-in capital 65,435,578 45,861,352
Distributions in excess of accumulated earnings (2,308,943) (785,953)
Treasury stock, at cost (12,951 shares) (155,411) (155,411)
Employee stock loans (1,247,351)
Deferred compensation (40,000 shares) (327,556)
---------
Total stockholders' equity 61,460,219 44,965,197
----------- -----------
Total liabilities and stockholders' equity $119,026,552 $98,978,436
============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statements of Income
For the three months ended
September 30, 1996 and 1995
(unaudited)
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revenues
Rental $6,110,590 $3,761,035
Interest and other 30,931 117,308
----------- ------------
Total revenues 6,141,521 3,878,343
----------- -----------
Expenses
Property operating 2,595,271 1,647,870
General and administrative 592,782 239,381
Interest 943,288 504,268
Depreciation and amortization 1,008,401 495,400
--------- -------
Total expenses 5,139,742 2,886,919
---------- ----------
Net income $1,001,779 $991,424
=========== ==========
Earnings per common share and
common share equivalent $0.17 $0.24
===== ======
Weighted average number of common
shares and common share equivalents outstanding 5,830,369 4,075,125
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statements of Income
For the nine months ended September 30, 1996 and 1995
(unaudited)
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revenues
Rental $17,534,220 $9,470,873
Interest and other 78,366 174,169
----------- ------------
Total revenues 17,612,586 9,645,042
------------ -----------
Expenses
Property operating 7,598,381 4,190,663
General and administrative 1,493,041 604,827
Interest 2,865,533 1,305,620
Depreciation and amortization 2,743,067 1,214,567
--------- ---------
Total expenses 14,700,022 7,315,677
----------- ----------
Net income $2,912,564 $2,329,365
=========== ============
Earnings per common share and
common share equivalent $0.57 $0.68
====== ======
Weighted average number of common
shares and common share equivalents outstanding 5,081,833 3,404,706
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statement of Changes in Stockholders' Equity
For the nine months ended September 30, 1996
(Unaudited)
<CAPTION>
Distribution Total
in Excess of Employee Stock-
Accumulated Stock Treasury Deferred holders'
Earnings Loans Stock Compensation Equity
<S> <C> <C> <C> <C> <C>
Balance, 1/1/96 ($785,953) - (155,411) - $44,965,197
Exercise of
stock options - (1,247,351) - 1,947,764
Net income 2,912,564 - - 2,912,564
Distributions/
dividends payable
($0.30 per share) (4,435,554) - - (4,435,554)
Issuance of shares
in offering 14,787,232
Issuance of shares
in merger 1,130,572
Restricted stock
awards (327,556) 152,444
--------- --------- --------- --------- ----------
Balance at 9/30/96 ($2,308,943) ($1,247,351) ($155,411) ($327,556) $61,460,219
============ ============ ========== ========== ===========
The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statement of Changes in Stockholders' Equity
For the nine months ended September 30, 1996
(Unaudited)
<CAPTION>
Preferred Stock Common Stock
Shares Shares Paid-in
Outstanding Amount Outstanding Amount Capital
<S> <C> <C> <C> <C> <C>
Balance, 1/1/96 0 $0 4,507,945 $45,209 $45,861,352
Exercise of
stock options 302,337 3,023 3,192,092
Net income
Distributions/
dividends payable
($0.30 per share)
Issuance of shares
in offering 73,548 735 1,353,450 13,535 14,772,962
Issuance of shares
in merger 100,000 1,000 1,129,572
Restricted stock
awards 40,000 400 479,600
------ ------ ---------- --------
Balance at 9/30/96 73,548 $ 735 6,303,732 $63,167 $65,435,578
====== ====== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Condensed Statements of Cash Flows
For the nine months ended September 30, 1996 and 1995
(unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities
Net income $2,912,564 2,329,365
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization 2,743,067 1,214,567
Amortization of deferred compensation 152,444
Net changes in assets and liabilities:
Other assets 1,257,293 (735,625)
Accounts payable and accrued liabilities 688,475 2,952,744
Payment of deferred leasing costs (1,150,682) (455,262)
----------- -----------
Net cash provided by operating activities 6,603,161 5,305,789
--------- ---------
Cash flows from investing activities
Purchase of properties (18,689,351) (40,771,276)
Payment of tenant & building improvement costs (3,008,552) (1,868,627)
Decrease in earnest money deposits 750,000 -
---------- ---
Net cash used by investing activities (20,947,903) (42,639,903)
------------ ------------
Cash flows from financing activities
Proceeds from sale of preferred stock 735 -
Proceeds from sale of common stock 17,594,115 17,701,552
Payment of stock issuance costs (2,807,617) (1,391,230)
Proceeds from exercise of stock options 1,947,764 -
Purchase treasury stock - (64,748)
Proceeds from bank and mortgage loans payable 3,349,220 25,180,000
Distributions/dividends paid and payable (4,435,554) (2,650,050)
Repayment of mortgage notes and bonds payable (660,957) (588,812)
Payment of deferred financing costs (694,331) (164,568)
Acquisition of Advisor (435,154) -
--------- -----------
Net cash (used) provided by financing activities 13,858,221 38,022,144
---------- ----------
Net (decrease) increase in cash and cash equivalents (486,521) 688,030
Cash and cash equivalents, beginning of year 1,302,728 2,676,594
--------- ---------
Cash and cash equivalents, end of quarter $ 816,207 $3,364,624
=========== ==========
Non-cash financing transactions:
Bonds payable assumed in purchase of property $ - $5,590,000
============ ==========
Issuance of common stock for acquisition of Advisor $1,350,000 -
========== ====
Restricted stock awards $480,000 -
======== ====
Employee stock loans $1,247,351 -
========== =====
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
Great Lakes REIT, Inc.
Notes to Condensed Financial Statements
September 30,1996
(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.
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 financial using the Company's Bank of Boston line of credit.
On July 24, 1996, the Company acquired a 41,500 square foot single-story office
building located in Lincolnshire, Illinois for a contract price of $2,800,000.
On September 25, 1996, the Company acquired three single-story office/showroom
buildings totaling 125,000 square feet in Dublin, Ohio for a contract price of
$8,400,000. A portion of the purchase price was financed using the Company's
Bank of Boston line of credit.
3. Related Party Transactions
The following fees 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 September
30, 1996
Property acquisition fees $87,731 $190,275 -
Stock offering fees 6,481 125,275 -
Advisory fees 278,006 235,541 -
Property management fees 269,919 253,598 -
Construction management fees 107,717 31,490 -
Other fees, primarily legal fees 17,751 - -
<PAGE>
On April 1, 1996, the Company acquired all the outstanding shares of the Advisor
in exchange for 100,000 shares of Common Stock (the "Merger"). The Merger has
been accounted for as a purchase. Of the total purchase price of $1,565,726,
$1,489,033 was assigned to goodwill and $76,693 to the net tangible assets of
the Advisor acquired by the Company. Goodwill amortization is computed on a
straight-line basis over a twenty year period. As of April 1, 1996, the Company
employed the employees of the Advisor and is now self-managed and self-advised.
Certain employees of the Advisor have received 40,000 restricted shares of
Common Stock. Certain restricted shares (30,000 shares) vest to the recipients
in equal amounts of April 1, 1997 and April 1, 1998 provided the recipients are
still employed by the Company. The other restricted shares (10,000 shares) vest
25% on May 1, 1999 and 25% on May 1 of the next three years (2000-2002) provided
the recipient is still employed by the Company. The fair value of the restricted
shares at the dates of grant ($480,000) was deferred and is being recognized as
compensation expense over the vesting periods.
4. Financing Activities
On April 15, 1996, the Company refinanced its bank line of credit with the First
National Bank of Boston (as agent). As of that date the new line of credit
allowed for maximum borrowings of $35,000,000 subject to certain loan covenants.
On June 28, 1996, the maximum borrowings under the line of credit were increased
to $50,000,000 subject to certain loan covenants. Interest on the Bank of Boston
line of credit accrues at LIBOR + 1.875% per annum. Amounts outstanding under
this line of credit are due on April 12, 1998. On June 30, 1996, the Company
extended its line of credit with American National Bank until June 30, 1997. The
maximum amount available to be borrowed under this line of credit is $5,000,000.
5. Proforma Financial Statements
The following unaudited pro forma summary presents the results of operations of
the Company as if the acquisition of the Advisor and the property acquisitions
in 1996 and 1995 had occurred at the beginning of 1995, after giving effect to
certain adjustments, including increased depreciation and interest expense. The
unaudited pro forma summary information does not necessarily reflect the results
of operations as they would have been if the Company had acquired the Advisor
and properties on January 1, 1995.
Nine months Nine months
ended ended
September 30, 1996 September 30, 1995
Revenues $19,032,000 $17,481,000
Net income $3,512,000 $3,235,000
Earnings per common
share and common
share equivalent $0.55 $0.51
6. Private Offering of Stock
In August 1996, the Company completed an agreement with a group of institutional
<PAGE>
investors to sell 3,867,000 of its common shares at $13 per share and issue
210,128 preferred shares (the "1996 Offering"). The preferred shares carry no
dividend or voting rights, and shall be converted to common shares on a
one-for-one basis or canceled, depending on the Company's attainment of certain
objectives related to the timing, pricing and size of a public offering of
additional shares of the Company's stock by September 30, 1998.
In connection with the 1996 Offering, in August of 1996 the Company issued
1,353,450 common shares and 73,548 preferred shares and received $17,594,850 in
gross proceeds from the sale of the common and preferred shares, and in October
1996, the Company issued 1,353,450 common shares and 73,548 preferred shares and
received gross proceeds of $17,594,850 from the sale of those shares. Pursuant
to the terms of the 1996 Offering, in November 1996 the Company is to issue
1,160,100 common shares and 63,032 preferred shares and will receive gross
proceeds of $15,081,300 from the sale of these shares.
7. Subsequent Events
On October 21, 1996, the Company sold the property commonly known as No. 10 Oak
Hollow, an 85,000 square foot three-story office building located in Southfield,
Michigan for a contract price of $9,300,000 resulting in a gain on sale of
approximately $2.1 million. The Company intends to reinvest the proceeds from
this sale in a similar property via a tax-free exchange completed according to
Section 1031 of the Internal Revenue Code. On November 1, 1996, the Company
acquired two single-story office and office service center buildings totaling
127,000 square feet located in Downers Grove, Illinois. The total contract price
was approximately $9.3 million and the purchase was funded from the previously
escrowed sales proceeds from the No. 10 Oak Hollow property described above.
On November 8, 1996, the Company acquired two three-story office buildings
totaling 122,000 square feet located in West Allis, Wisconsin (a Milwaukee
suburb) for a contract price of approximately $8.0 million. A portion of the
purchase price was funded from the Bank of Boston line of credit.
<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 light industrial properties located in the
Midwest. At September 30, 1996, the Company owned and operated twenty properties
located in suburban areas of Chicago, Detroit, Milwaukee, Cincinnati, Columbus
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 three and nine months ended September 30,
1996 as compared to September 30, 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 and 1996 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
Nine months ended September 30, 1996
In analyzing the operating results for the nine months ended September 30, 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 nine months of
operating results in 1996 of properties acquired in 1995 as compared to the
partial period 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 nine months ended September 30, 1996, the Company acquired four new
investment properties. The operating results of these properties have been
included in the Company's financial statements from the date of their
acquisition. In 1995, the Company acquired 7 properties, and in 1996 a full nine
months of operations of these properties has been included in the Company's
financial statements.
<PAGE>
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
during 1995 $6,663,000 3,242,000
Increase due to 1996 acquisitions 621,000 451,000
Improved operations in 1996
compared to 1995 779,000 (285,000)
---------- -----------
Total increase in 1996 $8,063,000 3,408,000
========== =========
Interest expense during the nine months ended September 30, 1996 increased by
$1,560,000 as the Company had greater amounts of long and short-term debt
outstanding in 1996. This debt was used to finance the acquisition of properties
acquired in 1995 and 1996.
General and administrative expenses increased by $888,000 due to the increase in
the size of the Company, and certain one-time costs associated with the
relocation of the Company's offices and the adoption of certain employee
agreements.
Depreciation and amortization increased in 1996 by $1,529,000 as the Company
incurred these expenses on twenty properties in 1996 versus fourteen properties
in 1995.
Three months ended September 30, 1996
In analyzing the operating results for the quarter ended September 30, 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 a full quarter of
operating results in 1996 from 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.
The Company acquired four new investment properties in 1996. The operating
results of these properties have been included in the Company's financial
statements from the date of their acquisitions. 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.
<PAGE>
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
in 1995 $1,850,000 795,000
Increase due to 1996 acquisitions 358,000 243,000
Improved operations in 1996
compared to 1995 142,000 (91,000)
---------- -----------
Total increase in 1996 $2,350,000 $947,000
========== ========
Interest expense during the quarter ended September 30, 1996 increased by
$439,000 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 and 1996.
General and administrative expenses increased by $353,000 due to the increase in
the size of the Company, and certain one-time costs associated with the
relocation of the Company's offices and the adoption of certain employee
agreements.
Depreciation and amortization increased in 1996 by $513,000 as the Company
incurred these expenses on twenty properties in 1996 versus fourteen properties
in 1995.
Liquidity and Capital Resources
Cash and cash equivalents as of September 30, 1996 were $816,000, a decrease of
$487,000 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 acquisition of four investment properties in 1996.
The Company expects to meet its short-term liquidity requirements generally
through its working capital and net cash provided by operating activities. The
Company considers 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 acquisitions, and significant
capital improvements) by long-term collateralized and uncollateralized
borrowings and the issuance of debt or additional equity securities in the
Company. 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 American National Bank line
of credit. In June of 1996, the Company increased its line of credit with the
First National Bank of
<PAGE>
Boston to $50 million, subject to certain loan covenants. The Company also
extended its line of credit with the American National Bank until June 30, 1997.
The maximum amount that may be borrowed from the American National Bank is $5
million. At September 30, 1996, the Company has $27,602,368 outstanding on its
line of credit with the First National Bank of Boston with approximately
$2,323,000 available to borrow. The amount available to be borrowed at September
30, 1996 under the American National Bank line of credit is $5 million.
In August 1996, the Company completed an agreement with a group of institutional
investors to sell 3,867,000 shares of its common stock at a price of $13 per
share and issue 210,128 shares of preferred stock. In connection with the stock
sale, the Company received $17,594,850 in August 1996, $17,594,850 in October
1996, and will receive $15,081,300 on November 19, 1996. The Company intends to
use the proceeds from this stock sale to acquire additional investment
properties, for tenant and other capital improvements at its existing
properties, and for general working capital purposes. At September 30, 1996, the
Company had committed to fund approximately $1.1 million of tenant improvements
at its Springdale, Ohio property. The Company expects to fund these commitments,
in part, through its Bank of Boston and American National Bank lines 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. FFO for the nine months ended September 30, 1996 and 1995 is as
follows:
1996 1995
---- ----
Net income $ 2,912,564 $ 2,329,365
Depreciation and amortization 2,454,721 1,116,692
--------- ---------
FFO $5,367,285 $3,446,057
FFO for the three months ended September 30, 1996 and 1995 is as follows:
1996 1995
---- ----
Net income $1,001,779 991,424
Depreciation and amortization 964,680 462,775
------- -------
FFO $1,966,459 $1,454,199
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
On September 24, 1996, the Company held its annual meeting of shareholders.
At the meeting, the following individuals were elected directors of the Company
until the annual meeting to be held in 1997 or until their successors are
elected and qualified: James J. Brinkerhoff, Wayne M. Janus, Daniel E. Josephs,
Edward Lowenthal, Richard A. May, Donald E. Phillips, Russell Platt, Richard L.
Rasley and Walter H. Teninga. The results of the vote were 4,467,110 in favor,
none opposed and none withheld.
At the meeting, Ernst & Young LLP was approved as independent auditors of the
Company for the year ended December 31, 1996. The results of the vote were
4,479,321 in favor, 8,413 opposed and 19,677 withheld their votes.
At the meeting, The Company's Incentive Stock Option Plan for 1996 whereby
500,000 shares of common stock were authorized and reserved for issuance under
the plan was approved. The results of the vote were 4,017,886 in favor, 165,681
opposed and 323,844 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)
March 26, 1997 /s/ James Hicks
Date James Hicks
Senior Vice President & Chief
Financial Officer
(Principal Financial Officer)
March 26, 1997 /s/ Brett A. Brown
Date Brett A. Brown
- ----------
Vice President & Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 816,207
<SECURITIES> 0
<RECEIVABLES> 5,317,018
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,133,225
<PP&E> 116,115,432
<DEPRECIATION> 4,673,912
<TOTAL-ASSETS> 119,026,552
<CURRENT-LIABILITIES> 6,570,900
<BONDS> 50,995,433
0
735
<COMMON> 63,167
<OTHER-SE> 61,396,317
<TOTAL-LIABILITY-AND-EQUITY> 119,026,552
<SALES> 17,534,220
<TOTAL-REVENUES> 17,612,586
<CGS> 0
<TOTAL-COSTS> 11,834,489
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,865,533
<INCOME-PRETAX> 2,912,464
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,912,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,912,464
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
