UNITED STATES
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, 1995
-----------------------
[ ] 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
1-13116
FRANCHISE FINANCE CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0736091
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
The Perimeter Center
17207 North Perimeter Drive
Scottsdale, Arizona 85255
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrants' telephone number including area code (602) 585-4500
------------------------
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 shares outstanding of each of the issuer's classes of common stock as
of November 10, 1994:
Common Stock, $0.01 par value 40,250,719
----------------------------- ----------
Class Number of Shares
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item l. Financial Statements.
------ --------------------
<TABLE>
FRANCHISE FINANCE CORPORATION OF AMERICA
CONSOLIDATED BALANCE SHEETS - SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(Amounts in thousands except share data)
(Unaudited)
<CAPTION>
September 30, December 31,
1995 1994
------------ -----------
ASSETS
------
<S> <C> <C>
Investments:
Investments in Real Estate, at cost:
Land $ 288,076 $ 252,733
Buildings and Improvements 430,340 378,503
Equipment 45,085 49,890
------------ ------------
763,501 681,126
Less-Accumulated Depreciation 175,910 169,570
------------ ------------
Net Real Estate Investments 587,591 511,556
Mortgage Loans Receivable 160,499 65,980
------------ ------------
Total Investments 748,090 577,536
Cash and Cash Equivalents 5,550 12,095
Accounts and Unsecured Notes
Receivable, net of allowances
of $2,000 in 1995 and $1,500 in 1994 7,868 7,230
Other Assets 14,242 15,367
------------ ------------
Total Assets $ 775,750 $ 612,228
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Accounts Payable and Accrued Expenses $ 5,002 $ 3,980
Dividends Payable 18,113 18,113
Notes Payable to Bank 235,000 59,000
Mortgage Payable to Affiliate 8,500 8,500
Rent Deposits 5,738 6,180
Other Liabilities 3,339 2,348
------------ ------------
Total Liabilities 275,692 98,121
------------ ------------
Shareholders' Equity:
Common Stock, par value $.01 per share,
authorized 200 million
shares, 40,250,719 shares
issued and outstanding 403 403
Capital in excess of par value 546,626 546,626
Distributions in excess of net income (46,971) (32,922)
------------ ------------
Total Shareholders' Equity 500,058 514,107
------------ ------------
Total Liabilities and Shareholders' Equity $ 775,750 $ 612,228
============ ============
</TABLE>
<PAGE>
<TABLE>
FRANCHISE FINANCE CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Amounts in thousands except per share data)
(Unaudited)
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/95 9/30/94 9/30/95 9/30/94
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Rental $ 21,915 $ 20,605 $ 64,055 $ 61,335
Mortgage Loan Interest 4,120 1,209 8,981 3,651
Investment Income and Other 489 644 1,573 3,139
Gain on Sale of Property 637 384 1,851 2,187
-------- -------- -------- --------
27,161 22,842 76,460 70,312
-------- -------- -------- --------
EXPENSES:
Depreciation and Amortization 5,299 5,720 15,795 17,303
Operating, General and
Administrative 3,429 3,443 9,829 10,278
Interest 4,497 716 9,826 927
Related Party Interest 241 238 721 713
-------- -------- -------- --------
13,466 10,117 36,171 29,221
-------- -------- -------- --------
Income Before REIT
Transaction Related Costs 13,695 12,725 40,289 41,091
REIT Transaction Related Costs -- (591) -- (28,136)
-------- -------- -------- --------
Net Income $ 13,695 $ 12,134 $ 40,289 $ 12,955
======== ======== ======== ========
Net Income Per Share $ .34 $ .30 $ 1.00 $ .32
======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
FRANCHISE FINANCE CORPORATION OF AMERICA
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(Amounts in thousands)
(Unaudited)
<CAPTION>
Capital in Distributions
Common Excess of in Excess of
Stock Par Value Net Income Total
------ --------- ---------- -----
<S> <C> <C> <C> <C>
BALANCE, December 31, 1994 $ 403 $ 546,626 $ (32,922) $ 514,107
Net income -- -- 40,289 40,289
Dividends declared - $1.35 per share -- -- (54,338) (54,338)
---------- ---------- ---------- ----------
BALANCE, September 30, 1995 $ 403 $ 546,626 $ (46,971) $ 500,058
========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
FRANCHISE FINANCE CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Amounts in thousands)
(Unaudited)
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 40,289 $ 12,955
Adjustments to net income:
Depreciation and amortization 15,795 17,303
Gain on sale of property (1,851) (2,187)
REIT transaction related costs -- 21,796
Other 1,945 1,070
---------- ----------
Net cash provided by operating activities 56,178 50,937
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property (102,792) (36,625)
Investment in mortgage loans (91,564) (33,429)
Investment in note receivable (1,200) --
Proceeds from sale of property 8,369 13,690
Collection of mortgage principal and
receipt of mortgage payoffs 2,802 6,583
---------- ----------
Net cash used in investing activities (184,385) (49,781)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends/distributions paid (54,338) (58,308)
Proceeds from bank borrowings 176,000 50,475
Principal payments on bank borrowings -- (11,902)
Payment of REIT transaction related costs -- (17,771)
Payment of senior notes and fractional shares -- (11,745)
---------- ----------
Net cash provided by (used in) financing activities 121,662 (49,251)
---------- ----------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (6,545) (48,095)
CASH AND CASH EQUIVALENTS, beginning of period 12,095 51,848
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 5,550 $ 3,753
========== ==========
Supplemental Disclosure of Noncash Activities:
Acquisition of property through conversion of mortgage loans -- $ 120
Mortgage loans obtained as part of property sale proceeds,
net of deferred gain $ 5,542 $ 2,356
Shares issued in exchange for limited partnership interests -- $ 393
Distribution of FFCA I assets to shareholders -- $ 4,103
</TABLE>
<PAGE>
FRANCHISE FINANCE CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) STOCK OPTION PLAN:
-----------------
At the May 10, 1995 Annual Shareholders Meeting, the shareholders approved a
stock option and incentive plan which permits the issuance of options,
restricted stock and other stock-based awards to key employees, the Board of
Directors and independent contractors of FFCA. The plan reserves 3,018,804
shares of common stock for grant and provides that the term of each award be
determined by the compensation committee of the Board of Directors.
Under the terms of the plan, options granted may be either nonqualified or
incentive stock options and the exercise price, determined by the committee, may
not be less than the fair market value of a share of common stock on the grant
date. In May 1995, FFCA granted 1,227,989 stock options at prices ranging from
$19.50 to $19.75 per share, none of which have been exercised. Other than the
restrictions which limit the sale and transfer of these shares, participants are
entitled to all the rights of a shareholder. Options become exercisable as
determined at the date of grant by the committee. At September 30, 1995, the
options granted to the non-employee Directors, totaling 20,489 shares, were
exercisable. The remaining options vest over a three-year period from the date
of grant. Options expire ten years after the date of grant unless an earlier
expiration date is set at the time of grant.
(2) FINANCIAL INSTRUMENTS:
---------------------
FFCA has entered into an interest rate agreement which hedges exposure to
fluctuations in interest rates on anticipated debt with a face amount of $150
million. The gain or loss realized upon settlement of this agreement, and
related costs, will be deferred and amortized to interest expense over the
period of the underlying debt. Costs deferred at September 30, 1995 amounted to
$540,000, which are included in Other Assets in the accompanying balance sheet.
(3) NET INCOME PER SHARE:
--------------------
Net income per share is calculated using the weighted average number of common
shares outstanding during the period. The exercise of the outstanding stock
options would not have a material dilutive effect on net income per share.
Part I -- Financial Information
- -------------------------------
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
General
- -------
Franchise Finance Corporation of America (FFCA) was organized in June 1993 to
facilitate the consolidation by merger, on June 1, 1994, of Franchise Finance
Corporation of America I and eleven public real estate limited partnerships with
and into FFCA. The merger was accounted for as a reorganization of affiliated
entities under common control in a manner similar to a pooling of interests.
Financial information for the nine months ended September 30, 1994 has been
restated on a combined basis to provide comparative information. FFCA invests in
chain restaurant real estate as a self-administered real estate investment trust
(REIT). FFCA's common stock is listed and traded on the New York Stock Exchange
under the symbol FFA.
Liquidity and Capital Resources
- -------------------------------
At September 30, 1995, FFCA owned or financed 1,408 chain restaurant properties
in 46 states, representing an investment portfolio of $748 million (net of
accumulated depreciation on restaurant properties), as compared to $578 million
at December 31, 1994. Rental and participating mortgage loan interest revenue
generated by this portfolio of properties has, and will continue to, comprise
the majority of the cash generated from operations. Cash generated by the
portfolio is held in temporary investment securities pending distribution to the
shareholders in the form of quarterly dividends. This cash also may be used on
an interim basis to fund portfolio acquisitions. Currently, FFCA's primary
source of funding for acquisitions is an acquisition loan facility which expires
in July 1996. On November 3, 1995, FFCA amended its loan facility to, among
other things, reduce the maximum amount available thereunder from $400 million
to $300 million. FFCA expects its short-term liquidity needs for the acquisition
of properties to be met through this loan facility and similar short-term
revolving loan facilities. FFCA anticipates meeting its long-term capital needs
through the issuance of debt or additional equity securities of FFCA. FFCA filed
with the Securities and Exchange Commission a registration statement, which was
declared effective on October 18, 1995, to offer from time to time, in one or
more series, its debt securities, shares of its preferred stock or shares of its
common stock, with an aggregate public offering price of up to $500 million on
terms to be determined at the time of offering. Senior notes due in the year
2000 and senior notes due in the year 2005, each in an aggregate principal
amount of $100 million are anticipated to be issued pursuant to such
registration statement. The proceeds from the sale of the notes will be used to
reduce amounts outstanding under the loan facility. The loan facility permits
FFCA to reborrow amounts repaid thereunder.
During the quarter ended September 30, 1995, FFCA acquired or financed 80
restaurant properties totaling approximately $53 million. Acquisitions during
the quarter represented primarily sale leaseback transactions with leading chain
restaurant operators. These acquisitions were funded by $51 million of debt
drawn on the revolving credit facility and by cash generated from operations.
Acquisitions for the first nine months of 1995 totaled $196 million,
representing 246 restaurant properties, and were split evenly between
participating mortgage loans and lease transactions. FFCA sold 14 properties and
related equipment in the first nine months of 1995, four of which were sold
during the quarter ended September 30, 1995. All but four of the properties sold
in 1995 were sold through the lessees' exercise of their purchase options on the
properties. Proceeds totaling $8.4 million from these sales also were used to
partially fund the new acquisitions.
At September 30, 1995, FFCA had cash and cash equivalents totaling $5.6 million
and had $165 million available on its revolving credit facility. FFCA's
anticipated property acquisitions include commitments, totaling approximately
$200 million, made to restaurant operators to acquire or finance (subject to
FFCA's customary underwriting procedures) approximately 200 restaurant
properties generally over the next twelve months. FFCA anticipates funding these
specific commitments, and other acquisitions of restaurant properties, through
amounts available under its revolving credit facility and through the issuance
of debt or additional equity securities of FFCA. Interest expense for the
remainder of 1995 will be impacted by higher debt levels and by changes in the
monthly interest rate caused by fluctuations in the London Interbank Offered
Rate (LIBOR).
FFCA declared a dividend for the quarter ended September 30, 1995 of $0.45 per
share, or $1.80 per share on an annualized basis, to shareholders of record on
November 10, 1995, payable on November 20, 1995. Management of FFCA believes
that cash generated from operations will be sufficient to meet operating
requirements and provide the level of shareholder dividends required to maintain
its status as a REIT.
Results of Operations
- ---------------------
FFCA recorded net income per share of $0.34 for the quarter ended September 30,
1995 and $1.00 for the nine months ended September 30, 1995 as compared to net
income per share of $0.30 for the quarter ended September 30, 1994 and net
income per share of $.32 for the nine months ended September 30, 1994. The 1994
results of operations were impacted by the REIT transaction-related costs
incurred in the June 1, 1994 merger. Income before the effect of the REIT
transaction-related costs was $.32 for the quarter ended September 30, 1994 and
$1.02 for the nine-months ended September 30, 1994.
Total revenues for the quarter rose to $27.2 million from $22.8 million for the
comparable quarter of the prior year. This increase resulted from a net increase
in portfolio revenue (rental revenues and mortgage loan interest income) of $4.2
million and an increase in gain on the sale of property of $253,000. This
increase was somewhat offset by a decrease in investment income of $155,000.
Portfolio acquisitions were the primary source of revenue increases, despite the
sale of 24 properties in the past twelve months. Since the formation of the REIT
on June 1, 1994, the implementation of an aggressive acquisition plan yielded
$278 million in portfolio additions through September 30, 1995. These new
properties generated approximately $6.6 million in revenue for the quarter and
$13.4 million in revenue for the nine months ended September 30, 1995. This
quarter's portfolio acquisitions, totaling approximately $53 million, are
represented by $17 million in participating mortgage loans and $36 million in
property subject to operating leases. Since these acquisitions occurred mid- to
late quarter, the weighted average balance of acquisitions for the quarter
amounted to approximately $9.3 million; therefore, their impact on rental
revenue and mortgage interest income will not be fully reflected until next
quarter.
Rental revenues include both rental payments received from lessees and rent
guaranty insurance payments. Rental revenue collected under the rent guaranty
insurance policies for the third quarter of 1995 decreased to $812,000 from $1.5
million in the third quarter of 1994 primarily due to expiring rent insurance
policies. Rent guaranty insurance policies covering FFCA's properties will
continue to expire at various dates, with the majority of the policies expiring
by 1998.
The restaurant leases generally provide that lessees make lease payments equal
to the greater of a fixed base rate or a percentage of the gross sales of the
restaurants (percentage rentals). Percentage rentals approximated $858,000 for
the three months ended September 30, 1995 and $3.0 million for the nine months
then ended, as compared to $1.2 million for the three months ended September 30,
1994 and $3.1 million for the nine months then ended. Due to the contingent
nature of these rentals, the timing of revenue recognition may vary between
quarters; therefore, they are more meaningful when compared on an annual basis.
Percentage rentals for 1994 are higher than comparable rentals for 1995 because
FFCA's increased monitoring and collection efforts during 1994 resulted in the
collection of percentage rentals of over $200,000 which related to years prior
to 1994.
FFCA recorded a net gain of $637,000 on the sale of restaurant properties during
the quarter, as compared to a net gain of $384,000 on the sale of properties
during the quarter ended September 30, 1994. During the quarter, FFCA refinanced
nine properties for a single lessee by providing mortgage financing amounting to
$8.5 million for the lessee's exercise of its purchase option on the leased
property. In this transaction, FFCA received approximately $580,000 in cash and
financed the balance of the sales price at a lower rate, but at a higher
investment amount than the original investment, resulting in cash flow to FFCA
that remains relatively unchanged. Results of operations in future quarters may
be largely impacted by gains or losses on the sale of properties, however, FFCA
anticipates that the sale of properties, if any, will occur primarily through
the exercise of purchase options and does not expect losses on such sales.
The remaining revenues in 1995 and 1994 are primarily attributable to interest
earned on temporary investments and fees charged to affiliates for
administrative services performed. The decrease in such revenues from 1994 was
due primarily to a decrease in the average balance of cash available for
investment.
Expenses for the quarter totaled $13.5 million as compared to $10.1 million in
the third quarter of the prior year. The major component of this increase is
interest expense, which increased to $4.7 million from $954,000 due to the debt
incurred to acquire portfolio properties. Partly offsetting this increase, is a
decrease in depreciation and amortization expense of $421,000 related to the
expiration of prepaid rental insurance policies, the sale of properties and the
sale of restaurant equipment (the lease terms of which had expired) in the past
twelve months. In addition, a majority of the portfolio acquisitions made since
September 30, 1994 represent nondepreciable assets such as land and mortgage
loans receivable. Operating, general and administrative expenses for the quarter
remained relatively unchanged from the comparable quarter in 1994.
In the opinion of management, the FFCA financial information included in this
report reflects all adjustments necessary for fair presentation. All adjustments
are of a normal recurring nature.
Lessee Concentration
- --------------------
During the nine months ended September 30, 1995 one lessee, Foodmaker, Inc.
("Foodmaker"), accounted for approximately 12.7% (14% in 1994) of total rental
and mortgage loan interest revenues of FFCA. The relative decrease in revenue
from Foodmaker between 1994 and 1995 is due to the fact that FFCA's portfolio is
growing and Foodmaker is becoming a relatively smaller portion of the entire
portfolio. This decrease is expected to continue. The following table represents
selected financial data of Foodmaker, Inc. and Subsidiaries as reported by
Foodmaker.
<PAGE>
<TABLE>
<CAPTION>
Foodmaker, Inc. and Subsidiaries
Selected Financial Data (unaudited)
(in thousands except per share data)
Unaudited Consolidated Balance Sheet Data:
July 9, 1995 October 2, 1994
------------ ---------------
<S> <C> <C>
Current Assets $ 77,763 $ 107,486
Noncurrent Assets 568,071 632,799
Current Liabilities 133,340 147,530
Noncurrent Liabilities 485,203 492,704
Unaudited Consolidated Statements of Operations Data:
Forty Weeks Ended
------------------
July 9, 1995 July 10, 1994
------------ -------------
Gross Revenues $ 767,416 $ 826,102
Costs and Expenses (including taxes) 840,231 856,848
Net loss before extraordinary item (72,815) (30,746)
Loss on early extinguishment of debt, net -- (2,738)
Net Loss $ (72,815) $ (33,484)
========= =========
Loss per share - primary and fully diluted -
Loss before extraordinary item $ (1.88) $ (.80)
========= =========
Net loss per share $ (1.88) $ (.87)
========= =========
</TABLE>
In January 1994, Foodmaker contributed its Chi-Chi's Mexican restaurant chain
(Chi-Chi's) to Family Restaurants, Inc. (FRI) in exchange for an approximate 39%
interest in FRI and other consideration including cash and debt assumption.
Therefore, the consolidated statements of operations data for the periods
reflected above include Chi Chi's results of operations for only 16 weeks in
1994. Chi-Chi's restaurant sales were $123.2, its costs of sales were $32.7
million, its restaurant operating costs were $80.7 million, and its general and
administrative expenses were $9.1 million in the first quarter of 1994.
Sales by Foodmaker-operated Jack In The Box restaurants for the forty week
period increased by $55.4 million over 1994 sales. The sales improvement is
primarily due to an increase in the average number of Foodmaker-operated
restaurants to 832 in 1995 from 752 in 1994. Distribution sales of food and
supplies reflect an increase of approximately $11.9 million due to the
recognition of $25.1 million in sales to Chi-Chi's in 1995 (distribution sales
to Chi-Chi's in 1994, while it was a Foodmaker subsidiary, were eliminated in
consolidation). Distribution sales for the 12-week period ended July 9, 1995
decreased $4.3 million principally due to a decline in sales to Chi-Chi's
restaurants. Jack In The Box franchise rents and royalties decreased by $1.0
million for the forty week period, reflecting a decline in the average number of
domestic franchisee-operated restaurants to 382 in 1995 from 416 in 1994.
Foodmaker recorded a loss in 1995 relating to its equity in FRI of $57.2
million, most of which was the result of the complete write-down of its
investment in FRI due to the write-off by FRI of the goodwill attributable to
Chi-Chi's. FRI's management determined that it would be unlikely that the
company would recover the goodwill of its Chi-Chi's Mexican restaurants as a
result of negative publicity regarding the nutritional value of Mexican food.
Subsequently, although Foodmaker continues to hold a 39% equity interest in FRI,
it will not reflect its share of FRI results of operations until FRI is able to
generate a positive net equity.
Jack In The Box costs of sales increased by $7.3 million due to increased
Foodmaker-operated restaurant sales. Costs of sales decreased as a percent of
sales in 1995 as compared to 1994 due to the impact of lower ingredient costs
and the lower food cost of certain promotions. Restaurant operating costs for
Jack In The Box increased by $23.2 million primarily due to the increase in
Foodmaker-operated restaurants and variable costs associated with increased
sales. Costs of distribution sales increased as a percentage of distribution
sales in 1995 as compared to 1994 due to slightly higher distribution and
delivery costs. Selling, general and administrative expenses for Jack In The Box
increased $17.3 million principally due to an $8 million settlement with its
stockholders.
Foodmaker indicates that it expects that sufficient cash flow will be generated
from operations so that, combined with other financing alternatives available to
it, Foodmaker will be able to meet all of its debt service requirements, as well
as its capital expenditures and working capital requirements, for the
foreseeable future.
<PAGE>
Part II -- Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) For electronic filing purposes only, this report contains Exhibit 27,
Financial Data Schedule. (b) During the quarter covered by this report, FFCA did
not file any reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FRANCHISE FINANCE CORPORATION OF AMERICA
Date: November 6, 1995 By /s/ John R. Barravecchia
-------------------------------------
John R. Barravecchia,
Chief Financial Officer and Treasurer
Date: November 6, 1995 By /s/ Catherine F. Long
-------------------------------------
Catherine F. Long, Vice President Finance
and Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND
THE CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 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-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,550
<SECURITIES> 0
<RECEIVABLES> 9,868
<ALLOWANCES> 2,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 763,501
<DEPRECIATION> 175,910
<TOTAL-ASSETS> 775,750
<CURRENT-LIABILITIES> 0
<BONDS> 243,500
<COMMON> 403
0
0
<OTHER-SE> 499,655
<TOTAL-LIABILITY-AND-EQUITY> 775,750
<SALES> 0
<TOTAL-REVENUES> 76,460
<CGS> 0
<TOTAL-COSTS> 25,624
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,547
<INCOME-PRETAX> 40,289
<INCOME-TAX> 0
<INCOME-CONTINUING> 40,289
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,289
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 0
</TABLE>
