<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
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 0-22078
DUAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 51-0327704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 Fountain Place
1445 Ross Avenue, Dallas, Texas 75202 - 2792
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 922-1500
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 twelve 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
--- ---
There were 1,000 shares of Common Stock, $.10 par value, of the registrant
outstanding as of October 31, 1997.
<PAGE> 2
DUAL HOLDING COMPANY
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet
September 30, 1997 and December 31, 1996 3
Consolidated Statement of Operations
Three months ended September 30, 1997 and 1996 4
Consolidated Statement of Operations
Nine months ended September 30, 1997, January 1, 1996 to
June 12, 1996 and June 13, 1996 to September 30, 1996 5
Consolidated Statement of Cash Flows
Nine months ended September 30, 1997, January 1, 1996 to
June 12, 1996 and June 13, 1996 to September 30, 1996 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
</TABLE>
Separate financial statements of the subsidiaries of Dual Holding Company (the
"Company") that guarantee the Company's Senior Subordinated Notes due 2004 (the
"Notes") are not included herein. Such subsidiary guarantors are jointly and
severally liable with respect to the Company's obligations pursuant to such
Notes, and the aggregate total assets, equity and net income of such subsidiary
guarantors are substantially equivalent to the total assets, equity and net
income of the Company on a consolidated basis. The total assets, equity and net
income of subsidiaries of the Company not guaranteeing the Notes on a combined
basis are not significant compared to the respective amounts reported in the
Consolidated Financial Statements of the Company and its subsidiaries.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DUAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ..................................... $ 11,441 $ 9,397
Accounts and notes receivable, net ............................ 12,465 11,713
Prepaid expenses and other .................................... 6,115 10,009
------------ ------------
Total current assets .................................... 30,021 31,119
------------ ------------
PROPERTY AND EQUIPMENT, AT COST ................................. 329,047 285,536
Less accumulated depreciation ................................. 29,585 12,053
------------ ------------
Property and equipment, net ............................. 299,462 273,483
------------ ------------
OTHER ASSETS, NET ............................................... 111,240 99,655
------------ ------------
$ 440,723 $ 404,257
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable .............................................. $ 1,745 $ 1,267
Accrued liabilities ........................................... 17,675 15,633
------------ ------------
Total current liabilities ............................... 19,420 16,900
------------ ------------
LONG-TERM DEBT .................................................. 148,918 134,387
DEFERRED INCOME TAXES ........................................... 21,413 19,485
OTHER LIABILITIES ............................................... 16,918 10,990
STOCKHOLDER'S EQUITY
Common stock, $.10 par value, 10,000 shares
authorized and 1,000 shares issued ........................... -- --
Additional paid-in capital .................................... 218,431 218,431
Retained earnings ............................................. 15,623 4,064
------------ ------------
Total stockholder's equity .............................. 234,054 222,495
------------ ------------
$ 440,723 $ 404,257
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
DUAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------ ------------
<S> <C> <C>
OPERATING REVENUES .......................... $ 26,502 $ 20,623
OPERATING EXPENSES
Operating costs ........................... 8,084 8,373
Depreciation and amortization ............. 7,256 6,164
General and administrative ................ 1,200 1,272
------------ ------------
16,540 15,809
------------ ------------
OPERATING INCOME ............................ 9,962 4,814
OTHER INCOME (EXPENSE)
Interest income ........................... 358 223
Interest expense .......................... (3,179) (3,177)
Other, net ................................ (18) (9)
------------ ------------
(2,839) (2,963)
------------ ------------
INCOME BEFORE INCOME TAXES .................. 7,123 1,851
PROVISION FOR INCOME TAXES .................. 1,682 808
------------ ------------
NET INCOME .................................. $ 5,441 $ 1,043
============ ============
NET INCOME PER SHARE ........................ $ 5,441.00 $ 1,043.00
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING ......... 1 1
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
DUAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
---------------------------- ------------
NINE MONTHS JUNE 13, JANUARY 1,
ENDED 1996 TO 1996 TO
SEPTEMBER 30, SEPTEMBER 30, JUNE 12,
1997 1996 1996
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUES .......................... $ 66,253 $ 24,257 $ 53,542
OPERATING EXPENSES
Operating costs ........................... 27,698 9,907 37,346
Depreciation and amortization ............. 20,603 7,196 8,768
Change in control ......................... -- -- 22,005
General and administrative ................ 3,600 1,440 3,757
Gain on sale of jackup rig ................ (9,150) -- --
------------ ------------ ------------
42,751 18,543 71,876
------------ ------------ ------------
OPERATING INCOME (LOSS) .................... 23,502 5,714 (18,334)
OTHER INCOME (EXPENSE)
Interest income ........................... 919 247 846
Interest expense .......................... (9,078) (3,829) (6,484)
Other, net ................................ (19) (17) 268
------------ ------------ ------------
(8,178) (3,599) (5,370)
------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES ........... 15,324 2,115 (23,704)
PROVISION FOR INCOME TAXES .................. 3,765 891 628
------------ ------------ ------------
NET INCOME (LOSS) .......................... $ 11,559 $ 1,224 $ (24,332)
============ ============ ============
NET INCOME (LOSS) PER SHARE ................. $ 11,559.00 $ 1,224.00 $ (1.54)
============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING ......... 1 1 15,810
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
DUAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SUCCESSOR PREDECESSOR
---------------------------- ------------
NINE MONTHS JUNE 13, JANUARY 1,
ENDED 1996 TO 1996 TO
SEPTEMBER 30, SEPTEMBER 30, JUNE 12,
1997 1996 1996
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) ......................... $ 11,559 $ 1,224 $ (24,332)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization .......... 20,603 7,196 8,768
Deferred income taxes .................. 756 -- (645)
Gain on sale of jackup rig ............. (9,150) -- --
Provision for cashless exercise of
stock options ......................... -- -- 9,667
Other .................................. (350) (175) (1,693)
Changes in assets and liabilities:
Accounts receivable .................. (757) 10,734 (3,985)
Prepaid expenses and other ........... 3,870 (956) 5,584
Accounts payable ..................... 943 2,860 (4,777)
Accrued liabilities ................. (5,764) (10,661) 11,770
------------ ------------ ------------
Net cash provided by operating
activities ........................ 21,710 10,222 357
------------ ------------ ------------
INVESTING ACTIVITIES
Additions to property and equipment ....... (56,651) (2,888) (23,149)
Proceeds from sale of assets .............. 21,160 3,403 208
Other ..................................... -- 769 (1,688)
------------ ------------ ------------
Net cash provided (used) by
investing activities ................ (35,491) 1,284 (24,629)
------------ ------------ ------------
FINANCING ACTIVITIES
Proceeds from long-term borrowings ........ 15,000 45,000 --
Reduction of long-term borrowings ......... (250) (47,094) (2,586)
Cash (pledged) received for letters
of credit ................................ 1,075 4,180 (7,443)
------------ ------------ ------------
Net cash provided (used) by
financing activities ................... 15,825 2,086 (10,029)
------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ............................... 2,044 13,592 (34,301)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD ................................. 9,397 8,529 42,830
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD .................................... $ 11,441 $ 22,121 $ 8,529
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
DUAL HOLDING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - UNAUDITED FINANCIAL STATEMENTS
The accompanying consolidated financial statements included herein have been
prepared by Dual Holding Company (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission and in
accordance with generally accepted accounting principles and, in the opinion of
management, reflect all adjustments (which consist of normal recurring
adjustments) which are necessary for a fair presentation of the financial
position, results of operations, and of cash flows for the interim periods
presented.
The consolidated financial statements for the nine months ended September 30,
1996 included herein present the results of the Company during the period prior
to its acquisition ("Predecessor" entity) by ENSCO International Incorporated
("ENSCO") as well as the period subsequent to its acquisition ("Successor"
entity). (See Note 2 - "Merger"). The financial statements of the Predecessor
and Successor for the nine month periods ended September 30, 1997 and 1996 are
not comparable in certain respects because of change in control expenses
resulting from the acquisition by ENSCO and differences between the cost bases
of the assets held by the Predecessor compared to that of the Successor, as well
as the effect on the Successor's operations for adjustments to depreciation,
amortization, interest income, interest expense and income taxes.
It is recommended that these financial statements be read in conjunction with
the Company's consolidated financial statements and notes thereto for the year
ended December 31, 1996 included in the Company's Annual Report on Form 10-K.
NOTE 2 - MERGER
On June 12, 1996, the Company was acquired by ENSCO in a purchase acquisition
(the "Merger"). The following unaudited pro forma information shows the
consolidated results of operations for the nine months ended September 30, 1996
based upon adjustments to the historical financial statements of the Company to
give effect to the Merger as if such Merger had occurred on January 1, 1996 (in
thousands, except per share data):
<TABLE>
<CAPTION>
1996
--------
<S> <C>
Operating revenues $ 77,799
Operating income 7,388
Net loss (1,674)
Net loss per share (1,674)
</TABLE>
The pro forma consolidated results of operations are not necessarily indicative
of the actual results that would have occurred had the acquisition occurred on
January 1, 1996, or of results that may occur in the future.
7
<PAGE> 8
NOTE 3 - DEBT
The Company has a revolving credit facility which is structured as a
"Sub-Facility" of ENSCO'S revolving credit facility with a group of
international banks (the "Facility"). On February 27, 1997, ENSCO amended and
restated its revolving credit facility which increased the availability under
the Facility from $150.0 million to $200.0 million and reduced the interest rate
margin and commitment fee. Also, the availability of the Company's Sub-Facility
was increased to $50.0 million from $35.0 million. The Facility provides the
option to increase or decrease the availability under the Sub-Facility by
transferring between sub-facilities available amounts up to $15.0 million at the
discretion of ENSCO and the Company. The interest rate on the Facility continues
to be tied to the London Interbank Offered Rate and the maturity date remains
October 2001. In April 1997, the Company borrowed an additional $15.0 million
under the Sub-Facility, increasing the Company's total borrowings under the
Sub-Facility to $50.0 million.
NOTE 4 - RELATED PARTY TRANSACTIONS
At September 30, 1997, the Company's four jackup rigs and seven platform rigs in
the Gulf of Mexico were under bareboat charter to a wholly owned subsidiary of
ENSCO to achieve certain operating and marketing efficiencies. The terms of the
bareboat charter agreements with ENSCO provide for fixed daily rates to be paid
to the Company, which the Company believes are reasonable and representative of
the environment in which the rigs operate. Each respective bareboat charter rate
is increased for any capital additions made by the Company for a chartered rig
and the rate is reduced to 50% of the normal rate if a rig is idle more than 30
consecutive days. The term of the bareboat charter agreements is one year, with
automatic one year extensions, unless either party gives at least one month's
prior notice of termination. Revenues from the charter agreements were
approximately $9.8 million and $20.5 million for the three and nine months ended
September 30, 1997, respectively.
The Company has a Master Services Agreement with ENSCO. Under the terms of the
Master Services Agreement, ENSCO provides certain shorebase and corporate
support services for the Company's domestic and foreign operations. The Company
pays ENSCO a monthly fee of $400,000 for these services, which the Company
believes is reasonable for the services provided.
In May 1997, ENSCO acquired a third party's 51% interest in a jackup rig that
was 49% owned by the Company. In June 1997, the Company sold its 49% interest in
the rig to ENSCO for $20.8 million. The sales price of the rig was based on a
fair market appraisal by a third party and is comparable in value to the 51%
interest in the rig purchased by ENSCO in May 1997. The Company recorded a gain
of approximately $9.2 million on the sale.
At September 30, 1997, the Company had a net liability due to ENSCO of
approximately $739,000 which is recorded in Accounts Payable.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Dual Holding Company (the "Company") contracts its offshore drilling equipment
for use in the Gulf of Mexico and the Asia Pacific region. Worldwide offshore
drilling activity has remained strong during the first nine months of 1997 with
current demand absorbing substantially all offshore drilling rigs that are in
working condition and being actively marketed in the major offshore drilling
markets throughout the world.
On June 12, 1996, the Company was acquired by ENSCO International Incorporated
("ENSCO") in a purchase acquisition. The following comparisons with the prior
year nine month period ended September 30, 1996 present the results of the
Company during the period prior to its acquisition by ENSCO ("Predecessor"
entity) as well as the period subsequent to its acquisition ("Successor"
entity). The financial statements of the Predecessor and Successor for the nine
month periods ended September 30, 1997 and 1996 are not comparable in certain
respects because of change in control expenses resulting from the Merger and
differences between the cost bases of the assets held by the Predecessor
compared to that of the Successor, as well as the effect on the Successor's
operations for adjustments to depreciation and amortization, interest income,
interest expense and income taxes.
RESULTS OF OPERATIONS
The Company's operating margin (defined as revenues less operating expenses,
exclusive of depreciation and amortization, change in control expenses, general
and administrative expenses and gain on sale of jackup rig) increased
approximately $6.2 million, or 50%, and $8.0 million, or 26%, for the three and
nine month periods ended September 30, 1997, respectively, over the comparable
prior year periods. The increase in operating margin is primarily related to
higher day rates, due to improved market conditions and modifications and
enhancements to the Company's drilling rigs, offset, in part, by a decrease in
utilization due to shipyard downtime.
During the first nine months of 1997, six of the Company's nine jackup rigs were
in shipyards for a portion of the period undergoing modifications and
enhancements. Two of these jackup rigs returned to work in the mid-to-late first
quarter and three returned to work in the second quarter. In August 1997, a
sixth jackup rig entered the shipyard for modifications and enhancements and is
scheduled to remain there through most of the fourth quarter. In the fourth
quarter of 1997, the Company plans to begin major modifications on the two rigs
currently operating off the India coast. It is estimated that these two rigs
will be in the shipyard until mid-1998.
In the first quarter of 1997, the Company relocated one jackup rig from the Gulf
of Mexico to the Asia Pacific region. In June 1997, the Company sold its 49%
interest in another jackup rig to ENSCO for $20.8 million, resulting in a gain
of approximately $9.2 million. The Company now has four jackup rigs in the Gulf
of Mexico, two offshore India, two offshore Qatar and one offshore Malaysia.
9
<PAGE> 10
Depreciation and amortization expense increased by approximately $1.1 million
and $4.6 million for the three and nine month periods ended September 30, 1997,
respectively, as compared to the prior year periods. The increases were due
primarily to the increase in drilling rig values and goodwill recorded in the
Merger and subsequent capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW AND CAPITAL EXPENDITURES
The Company's cash flow provided by operations and used for capital expenditures
for the nine months ended September 30, 1997 and 1996 were as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Cash provided by operations $21,710 $10,579
======= =======
Capital expenditures $56,651 $26,037
======= =======
</TABLE>
Cash flow from operations increased by $11.0 million for the nine months ended
September 30, 1997 as compared with the prior year period. The increase in cash
flow from operations is primarily due to the increase in operating results for
the nine months ended September 30, 1997, offset, in part, by the net change in
various working capital accounts.
FINANCING AND CAPITAL RESOURCES
The Company has a revolving credit facility which is structured as a
"Sub-Facility" of ENSCO'S revolving credit facility with a group of
international banks (the "Facility"). On February 27, 1997, ENSCO amended and
restated its revolving credit facility increasing the availability under the
Facility from $150.0 million to $200.0 million and reducing the interest rate
margin and commitment fee. Also, the availability of the Company's Sub-Facility
was increased to $50.0 million from $35.0 million. The Facility provides the
option to increase or decrease the availability under the Sub-Facility by
transferring between sub-facilities available amounts up to $15.0 million at the
discretion of ENSCO and the Company. The interest rate on the Facility continues
to be tied to the London Interbank Offered Rate and the maturity date remains
October 2001. In April 1997, the Company borrowed an additional $15.0 million
under the Sub-Facility, increasing the Company's total borrowings under the
Sub-Facility to $50.0 million.
The Company's liquidity position at September 30, 1997 and December 31, 1996 is
summarized in the table below (in thousands, except ratios):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash $ 11,441 $ 9,397
Working capital 10,601 14,219
Current ratio 1.5 1.8
</TABLE>
10
<PAGE> 11
Based on current energy industry conditions, management believes that cash flow
from operations, the Company's existing credit facility and the Company's
working capital should be sufficient to fund the Company's short and long-term
liquidity needs.
OTHER MATTERS
NEW ACCOUNTING PRONOUNCEMENT
In February, 1997, the Financial Accounting Standards Board issued Statement
No.128 "Earnings per Share," which establishes new standards for computing and
presenting earnings per share. Under the new statement the Company will no
longer be required to present earnings per share information because it is a
wholly owned subsidiary of ENSCO. The statement becomes effective for financial
statements issued for periods ending after December 15, 1997, and earlier
adoption is not permitted.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements based on current expectations
that involve a number of risks and uncertainties that could cause actual results
to differ materially from the results discussed in the forward-looking
statements. Generally, forward-looking statements include words or phrases such
as "management anticipates," "the Company believes," "the Company anticipates"
and words and phrases of similar impact, and include but are not limited to
statements regarding future operations and business environment. The
forward-looking statements are made pursuant to safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The factors that could cause
actual results to differ materially from the forward-looking statements include,
but are not limited to: (i) industry conditions and competition, (ii) the
cyclical nature of the industry, (iii) worldwide expenditures for oil and gas
drilling, (iv) operational risks and insurance, (v) risks associated with
operating in foreign jurisdictions, (vi) environmental liabilities which may
arise in the future which are not covered by insurance or indemnity, (vii) the
impact of current and future laws and government regulations, as well as repeal
or modification of same, affecting the oil and gas industry and the Company's
operations in particular, and (viii) the risks described from time to time in
the Company's reports to the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed with this Report
EXHIBIT NO.
-----------
27.1 Financial Data Schedule. (Exhibit 27.1 is being submitted as
an exhibit only in the electronic format of this Quarterly
Report on Form 10-Q being submitted to the Securities and
Exchange Commission.)
(b) Reports on Form 8-K
None.
12
<PAGE> 13
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.
Dual Holding Company
Date: November 10, 1997 /s/ C. Christopher Gaut
------------------- -------------------------------------
C. Christopher Gaut
President
/s/ H.E. Malone
-------------------------------------
H.E. Malone
Secretary and Chief Accounting
Officer
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
27.1 Financial Data Schedule. (Exhibit 27.1 is being submitted as
an exhibit only in the electronic format of this Quarterly
Report on Form 10-Q being submitted to the Securities and
Exchange Commission.)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 11,441
<SECURITIES> 0
<RECEIVABLES> 12,834
<ALLOWANCES> 369
<INVENTORY> 0
<CURRENT-ASSETS> 30,021
<PP&E> 329,047
<DEPRECIATION> 29,585
<TOTAL-ASSETS> 440,723
<CURRENT-LIABILITIES> 19,420
<BONDS> 148,918
0
0
<COMMON> 0
<OTHER-SE> 234,054
<TOTAL-LIABILITY-AND-EQUITY> 440,723
<SALES> 0
<TOTAL-REVENUES> 66,253
<CGS> 0
<TOTAL-COSTS> 27,698
<OTHER-EXPENSES> 15,053
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,078
<INCOME-PRETAX> 15,324
<INCOME-TAX> 3,765
<INCOME-CONTINUING> 11,559
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,559
<EPS-PRIMARY> 11,559.00
<EPS-DILUTED> 0.00
</TABLE>
