UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File Number 1-12202
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 93-1120873
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas 77002
(Address of principal executive (Zip code)
offices)
(713) 853-6161
(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 [ ]
1 of 15
<PAGE>
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months Ended March 31, 2000 and 1999 3
Consolidated Balance Sheet - March 31, 2000
and December 31, 1999 4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 2000 and 1999 5
Consolidated Statement of Changes in Partners'
Capital - Three Months Ended March 31, 2000 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 13
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Unit Amounts)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
2000 1999
<S> <C> <C>
OPERATING REVENUES, NET $81,517 $78,895
OPERATING EXPENSES
Operations and maintenance 12,874 12,763
Depreciation and amortization 15,502 13,449
Taxes other than income 7,883 7,635
Operating expenses 36,259 33,847
OPERATING INCOME 45,258 45,048
INTEREST EXPENSE 18,691 16,244
OTHER INCOME 22 1,921
MINORITY INTERESTS IN NET INCOME 8,623 9,094
NET INCOME TO PARTNERS $17,966 $21,631
NET INCOME PER UNIT $ .59 $ .72
NUMBER OF UNITS USED IN COMPUTATION 29,347 29,347
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 48,043 $ 22,927
Accounts receivable 35,792 30,238
Materials and supplies, at cost 5,840 4,410
Under recovered cost of service 733 3,068
Total current assets 90,408 60,643
TRANSMISSION PLANT
Property, plant and equipment 2,406,456 2,410,133
Less: Accumulated provision for
depreciation and amortization 679,523 664,777
Property, plant and equipment, net 1,726,933 1,745,356
INVESTMENTS AND OTHER ASSETS
Investment in unconsolidated affiliate 33,647 31,895
Other 25,186 25,543
Total investments and other assets 58,833 57,438
Total assets $1,876,174 $1,863,437
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt $ 188,700 $ 183,617
Accounts payable 4,500 8,279
Accrued taxes other than income 28,804 26,608
Accrued interest 8,632 17,608
Accumulated provision for rate refunds 9,233 2,317
Total current liabilities 239,869 238,429
LONG-TERM DEBT, NET OF CURRENT MATURITIES 862,239 848,369
MINORITY INTERESTS IN PARTNERS' CAPITAL 249,812 250,450
RESERVES AND DEFERRED CREDITS 10,690 10,920
PARTNERS' CAPITAL
General Partners 10,271 10,305
Common Units 503,293 504,964
Total partners' capital 513,564 515,269
Total liabilities and partners' capital $1,876,174 $1,863,437
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income to partners $ 17,966 $ 21,631
Adjustments to reconcile net income to partners
to net cash provided by operating activities:
Depreciation and amortization 15,554 13,452
Minority interests in net income 8,623 9,094
Provision for rate refunds 6,916 --
Changes in components of working capital (11,685) (7,619)
Other 13 194
Total adjustments 19,421 15,121
Net cash provided by operating activities 37,387 36,752
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated affiliate (2,109) --
Capital expenditures for property, plant
and equipment (380) (57,368)
Net cash used in investing activities (2,489) (57,368)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to Unitholders and
General Partners (19,671) (18,290)
Distributions to Minority Interests (9,261) (11,404)
Issuance of long-term debt 20,000 65,000
Long-term debt financing costs (101) --
Retirement of long-term debt (749) (5,674)
Net cash provided by (used in)
financing activities (9,782) 29,632
NET CHANGE IN CASH AND CASH EQUIVALENTS 25,116 9,016
Cash and cash equivalents-beginning of period 22,927 41,042
Cash and cash equivalents-end of period $ 48,043 $ 50,058
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 27,820 $ 20,405
Changes in components of working capital:
Accounts receivable $ (5,554) $ (9,649)
Materials and supplies (1,430) 468
Under recovered cost of service 2,335 3,290
Accounts payable (256) 176
Accrued taxes other than income 2,196 2,371
Accrued interest (8,976) (4,275)
Total $(11,685) $ (7,619)
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(In Thousands)
(Unaudited)
<CAPTION>
Total
General Common Partners'
Partners Units Capital
<S> <C> <C> <C>
Partners' Capital at December 31, 1999 $10,305 $504,964 $515,269
Net income to partners 561 17,405 17,966
Distributions to partners (595) (19,076) (19,671)
Partners' Capital at March 31, 2000 $10,271 $503,293 $513,564
<FN>
The accompanying notes are an integral part of this consolidated
financial statement.
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have
been prepared by Northern Border Partners, L.P. (the
"Partnership") without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, they reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
financial results for the interim periods. Certain information
and notes normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations.
However, the Partnership believes that the disclosures are
adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto
included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1999.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The Partnership owns a 70% general partner interest in
Northern Border Pipeline Company ("Northern Border Pipeline").
Black Mesa Holdings, Inc., Black Mesa Pipeline Operations, L.L.C.
and NBP Energy Pipelines, L.L.C. ("NBP Energy") are wholly-owned
subsidiaries of the Partnership. NBP Energy owns a 39% common
membership interest in Bighorn Gas Gathering, L.L.C., which was
acquired in December 1999 and is reflected as an investment in
unconsolidated affiliate on the consolidated balance sheet.
2. In October 1998, Northern Border Pipeline filed a certificate
application with the Federal Energy Regulatory Commission
("FERC") to seek approval to expand and extend its pipeline
system into Indiana ("Project 2000"). When completed, Project
2000 would afford shippers on the expanded and extended pipeline
system access to industrial gas consumers in northern Indiana.
The certificate application was subsequently amended by Northern
Border Pipeline in March and December 1999. On March 16, 2000,
the FERC issued an order granting Northern Border Pipeline's
application for a certificate to construct and operate the
proposed facilities. The FERC approved Northern Border
Pipeline's request for rolled-in rate treatment based upon the
proposed project costs. Upon completion of acquisition of
necessary right-of-way, permits and equipment, construction will
proceed. The capital expenditures for Project 2000 are estimated
to be approximately $94 million.
3. Northern Border Pipeline filed a rate proceeding with the FERC
in May 1999 for, among other things, a redetermination of its
allowed equity rate of return. The total annual cost of service
increase due to Northern Border Pipeline's proposed changes is
approximately $30 million. A number of Northern Border
Pipeline's shippers and competing pipelines have filed
interventions and protests. In June 1999, the FERC issued an
order in which the proposed changes were suspended until December
1, 1999, after which the proposed changes were implemented with
subsequent billings subject to refund. For the three months
ended March 31, 2000, Northern Border Pipeline recorded a $6.9
million provision for rate refunds, which is netted against
operating revenues on the consolidated statement of income. The
June order and a subsequent clarification issued by the FERC in
August 1999 set for hearing not only Northern Border Pipeline's
proposed changes but also several issues raised by intervenors
including the appropriateness of Northern Border Pipeline's cost
of service tariff; rolled-in rate treatment of The Chicago
Project, which was Northern Border Pipeline's expansion and
extension project placed in service in December 1998; capital
project cost containment mechanism ("PCCM") amount recorded for
The Chicago Project; depreciation schedule and creditworthiness
standards. A procedural schedule has been established which
provides for the hearing to commence in July 2000. At this time,
the Partnership can give no assurance as to the outcome on any of
these issues.
As agreed to in a prior rate case settlement, the PCCM was
implemented to limit Northern Border Pipeline's ability to
include cost overruns on The Chicago Project in rate base and to
provide incentives for cost underruns. The PCCM amount is
computed by comparing the final cost of The Chicago Project to
the budgeted cost, adjusted for the effects of inflation and
project scope changes as defined in the prior rate case
settlement. Testimony filed by the FERC staff and intervenors in
the current rate case proceeding has proposed changes to the PCCM
computation, which would result in rate base reductions ranging
from $32 million to $43 million. Although the Partnership
believes the PCCM computation has been made in accordance with
the terms of the prior rate case settlement, it is unable to
predict at this time whether any adjustments will be required.
Should developments in the current rate case result in rate base
reductions, a non-cash charge to write down transmission plant
would result and such charge could be material to the operating
results of the Partnership.
4. Net income per unit is computed by dividing net income, after
deduction of the general partners' allocation, by the weighted
average number of outstanding common units. The general
partners' allocation is equal to an amount based upon their
collective 2% general partner interest adjusted for incentive
distributions. The distribution to partners amount shown on the
accompanying consolidated statement of changes in partners'
capital includes incentive distributions to the general partners
of approximately $0.2 million.
On April 17, 2000, the Partnership declared a cash
distribution of $0.65 per unit ($2.60 per unit on an annualized
basis) for the quarter ended March 31, 2000. The distribution is
payable May 15, 2000, to unitholders of record at April 28, 2000.
<PAGE>
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
Results of Operations
Northern Border Partners, L.P. (the "Partnership") owns a 70%
general partner interest in Northern Border Pipeline Company
("Northern Border Pipeline"). Northern Border Pipeline's revenue
is derived from agreements with various shippers for the
transportation of natural gas. It transports gas under a Federal
Energy Regulatory Commission ("FERC") regulated tariff that
provides an opportunity to recover all of the operations and
maintenance costs of the pipeline, taxes other than income taxes,
interest, depreciation and amortization, an allowance for income
taxes and a regulated return on equity. Northern Border Pipeline
is generally allowed to collect from its shippers a return on
regulated rate base as well as recover that rate base through
depreciation and amortization. The return amount Northern Border
Pipeline may collect from its shippers declines as the rate base
is recovered. Billings for the firm transportation agreements
are based on contracted volumes to determine the allocable share
of the cost of service and are not dependent upon the percentage
of available capacity actually used.
First Quarter 2000 Compared With First Quarter 1999
Operating revenues, net increased $2.6 million (3%) for the
first quarter of 2000, as compared to the same period in 1999,
due primarily to recovery of increased depreciation and
amortization expense and interest expense by Northern Border
Pipeline.
Depreciation and amortization expense increased $2.1 million
(15%) for the first quarter of 2000, as compared to the same
period in 1999, due primarily to an increase in the depreciation
rate applied to Northern Border Pipeline's transmission plant
from 2.0% to 2.3%. The increase in the depreciation rate was
approved as part of a previous rate case settlement.
Interest expense increased $2.5 million (15%) for the first
quarter of 2000, as compared to the same period in 1999.
Interest expense for Northern Border Pipeline increased
approximately $1.9 million, due primarily to an increase in
interest rates between 1999 and 2000. Interest expense for the
Partnership increased approximately $0.6 million, due to
additional borrowings and an increase in interest rates. The
additional borrowings were made primarily for the acquisition of
a 39% common membership interest in Bighorn Gas Gathering, L.L.C.
("Bighorn") in December 1999 (see Note 1 - Notes to Consolidated
Financial Statements).
Other income decreased $1.9 million for the first quarter of
2000, as compared to the same period in 1999. The 1999 results
included $1.5 million of other non-operating income.
Liquidity and Capital Resources
General
In August 1999, Northern Border Pipeline completed a private
offering of $200 million of 7.75% Senior Notes due 2009, which
notes were subsequently exchanged in a registered offering for
notes with substantially identical terms ("Senior Notes"). The
proceeds from the Senior Notes were used to reduce indebtedness
under a June 1997 credit agreement.
In June 1997, Northern Border Pipeline entered into a credit
agreement ("Pipeline Credit Agreement") with certain financial
institutions. The Pipeline Credit Agreement is comprised of a
term loan and a $200 million five-year revolving credit facility,
both maturing in June 2002. At March 31, 2000, $439.0 million
was outstanding under the term loan and $15.0 million was
outstanding under the five-year revolving credit facility.
At March 31, 2000, Northern Border Pipeline also had
outstanding $250 million of senior notes issued in a private
placement under a July 1992 note purchase agreement. The note
purchase agreement provides for four series of notes, Series A
through D, maturing between August 2000 and August 2003. The
Series A Notes with a principal amount of $66 million mature in
August 2000. Northern Border Pipeline anticipates borrowing on
the revolving credit facility to repay the Series A Notes.
In November 1997, the Partnership entered into a credit
agreement ("Partnership Credit Agreement") with certain financial
institutions to borrow under a revolving credit facility. The
maturity date of the Partnership Credit Agreement is November
2000. The amount available to be borrowed under the revolving
credit facility is $104 million and at March 31, 2000, $95
million had been borrowed.
In December 1999, the Partnership entered into a one-year
credit agreement ("1999 Credit Agreement") with a single
financial institution to borrow up to an aggregate principal
amount of $25 million under a revolving line of credit. The 1999
Credit Agreement is to be used for capital contributions to
Northern Border Pipeline or for acquisitions by the Partnership.
If the Partnership Credit Agreement is terminated, the 1999
Credit Agreement automatically terminates. At March 31, 2000,
$24.5 million had been borrowed on the 1999 Credit Agreement.
As indicated above, both of the Partnership's credit
facilities mature in 2000. The Partnership plans to refinance
these facilities with long-term credit facilities at a level that
could also be used to finance additional capital contributions to
the Partnership's existing businesses and other acquisitions or
investments by the Partnership.
In February 1999, the Partnership filed two registration
statements with the Securities and Exchange Commission ("SEC").
One registration statement was for a proposed offering of $200
million in Common Units and debt securities to be used by the
Partnership for general business purposes including repayment of
debt, future acquisitions, capital expenditures and working
capital. The other registration statement was for a proposed
offering of 3,210,000 Common Units that are presently owned by
Northwest Border Pipeline Company, a general partner, and PEC
Midwest, L.L.C., of which the Partnership will not receive any
proceeds.
Short-term liquidity needs will be met by internal sources and
through the credit facilities discussed above. Long-term capital
needs may be met through the ability to issue long-term
indebtedness as well as additional limited partner interests of
the Partnership either through the registration statements
previously discussed or separate registrations.
Cash Flows From Operating Activities
Cash flows provided by operating activities increased $0.6
million to $37.4 million for the first quarter of 2000, as
compared to the same period in 1999, primarily due to recovery of
increased depreciation and amortization expense by Northern
Border Pipeline and the billings collected subject to refund
related to Northern Border Pipeline's current rate proceeding
(see Note 3 - Notes to Consolidated Financial Statements). These
increases were partially offset by a reduction in working capital
primarily due to a decrease in accrued interest. Interest on
Northern Border Pipeline's Senior Notes is payable semi-annually
in March and September.
Cash Flows From Investing Activities
The investment in unconsolidated affiliate of $2.1 million for
the first quarter of 2000 reflects capital contributions to
Bighorn for construction of gas gathering facilities. The
Partnership has agreed to acquire additional ownership in Bighorn
in June 2000 for $20.8 million and to make additional capital
contributions to Bighorn for construction of gas gathering
facilities. The Partnership's capital contributions to Bighorn
are estimated to be approximately $10 million in 2000. The
Partnership anticipates financing its obligations using the
credit facilities referred to previously.
Capital expenditures of $0.4 million for the first quarter of
2000 are primarily related to Project 2000 (see Note 2 - Notes to
Consolidated Financial Statements). For the comparable period in
1999, capital expenditures were $57.4 million and included $51.9
for The Chicago Project, which was Northern Border Pipeline's
expansion and extension project placed in service in December
1998. The remaining capital expenditures for 1999 were primarily
related to renewals and replacements of Northern Border
Pipeline's existing facilities.
Total capital expenditures for 2000 are estimated to be $27
million, including $15 million for Project 2000. The remaining
capital expenditures planned for 2000 are primarily for renewals
and replacements of Northern Border Pipeline's existing
facilities. Northern Border Pipeline currently anticipates
funding its 2000 capital expenditures primarily by using internal
sources and borrowing on its revolving credit facility.
Cash Flows From Financing Activities
Cash flows used in financing activities were $9.8 million for
the first quarter of 2000 as compared to cash flows provided by
financing activities of $29.6 million for the first quarter of
1999. Cash distributions to the unitholders and the general
partners increased $1.4 million to $19.7 million reflecting an
increase in the quarterly distribution from $0.61 per Unit to
$0.65 per Unit. Distributions paid to minority interest holders
decreased $2.1 million to $9.3 million for the first quarter of
2000 as compared to the same period of 1999. The distribution
for 1999 included distributions for four months activity from
Northern Border Pipeline, rather than three months, resulting
from a change in the timing of distribution payments. Borrowings
under the Pipeline Credit Agreement decreased $50 million to $15
million for the first quarter of 2000 as compared to the same
period in 1999. Borrowings in 1999 were used to finance a
portion of the capital expenditures for The Chicago Project.
Borrowings under the Partnership Credit Agreement were $5.0
million for the first quarter of 2000 as compared to repayments
of $5.0 million for the first quarter of 1999. The first quarter
of 2000 borrowings will be used for capital contributions to
Bighorn including the $2.1 million already contributed during the
first quarter.
Information Regarding Forward Looking Statements
The statements in this Quarterly Report that are not
historical information are forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward looking
statements include the discussions in "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
and in "Notes to Consolidated Financial Statements" regarding
Northern Border Pipeline's efforts to pursue opportunities to
further increase its capacity. Although the Partnership believes
that its expectations regarding future events are based on
reasonable assumptions within the bounds of its knowledge of its
business, it can give no assurance that its goals will be
achieved or that its expectations regarding future developments
will be realized. Important factors that could cause actual
results to differ materially from those in the forward looking
statements herein include industry results, future demand for
natural gas, availability of supplies of Canadian natural gas,
political and regulatory developments that impact FERC
proceedings involving Northern Border Pipeline, Northern Border
Pipeline's success in sustaining its positions in such
proceedings or the success of intervenors in opposing Northern
Border Pipeline's positions, Northern Border Pipeline's ability
to replace its rate base as it is depreciated and amortized,
competitive developments by Canadian and U.S. natural gas
transmission peers, political and regulatory developments in
Canada, and conditions of the capital markets and equity markets.
<PAGE>
PART I. FINANCIAL INFORMATION - (Concluded)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
The Partnership's interest rate exposure results from its
variable rate borrowings from commercial banks. To mitigate
potential fluctuations in interest rates, the Partnership
maintains a significant portion of its consolidated debt
portfolio in fixed rate debt. The Partnership also uses interest
rate swap agreements to manage the portion of its fixed rate
debt. Since December 31, 1999, there has not been any material
change to the Partnership's interest rate exposure.
<PAGE>
PART II. OTHER INFORMATION
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
Date: May 12, 2000 By: JERRY L. PETERS
Jerry L. Peters
Chief Financial and Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,171
<SECURITIES> 46,872
<RECEIVABLES> 35,792
<ALLOWANCES> 0
<INVENTORY> 5,840
<CURRENT-ASSETS> 90,408
<PP&E> 2,406,456
<DEPRECIATION> 679,523
<TOTAL-ASSETS> 1,876,174
<CURRENT-LIABILITIES> 239,869
<BONDS> 862,239
0
0
<COMMON> 0
<OTHER-SE> 513,564
<TOTAL-LIABILITY-AND-EQUITY> 1,876,174
<SALES> 0
<TOTAL-REVENUES> 81,517
<CGS> 0
<TOTAL-COSTS> 36,259
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,691
<INCOME-PRETAX> 17,966
<INCOME-TAX> 0
<INCOME-CONTINUING> 17,966
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,966
<EPS-BASIC> 0.59
<EPS-DILUTED> 0.59
</TABLE>
