<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ X ] SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 No. 1-12412
---------------------------
ARBOR PROPERTY TRUST
---------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
<TABLE>
<S> <C>
Delaware 23-2740383
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<S> <C>
Suite 800, One Tower Bridge, W. Conshohocken, PA 19428
----------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
</TABLE>
(610) 941-2933
------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by checkmark 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 _______
APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes _______ No _______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 12,136,285 shares
as of May 12, 1995.
<PAGE>
ARBOR PROPERTY TRUST
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1995
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994 3
Condensed Consolidated Statements of Operations for the three months ended March 31, 1995 and
March 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and
March 31, 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
PART II -- OTHER INFORMATION
Items 1 through 6. 11
SIGNATURES 12
</TABLE>
2
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investment in property, at cost:
Land $ 30,295 $ 30,295
Buildings and improvements 139,542 139,249
Capitalized lease 7,125 7,125
Personal property 1,173 1,075
Construction in progress 52 10
----------- ------------
178,187 177,754
Less accumulated depreciation 27,677 26,621
----------- ------------
150,510 151,133
Tenant security deposits 321 315
Cash and short-term investments -- --
Accounts receivable (net of allowance for doubtful accounts of $633 and $898,
respectively) 7,720 7,306
Other assets, net 5,379 6,068
----------- ------------
TOTAL ASSETS $ 163,930 $ 164,822
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Collateralized floating rate notes (net of unamortized discounts of $80 and $86,
respectively) $117,920 $117,914
Distributions payable 2,124 3,321
Obligation under capitalized lease 6,998 6,994
Note payable to bank 5,900 4,300
Accounts payable and other liabilities 3,088 3,102
----------- ------------
136,030 135,631
=========== ============
Commitments and Contingencies:
Shareholders' Equity:
Shares of beneficial interest, without par value:
Authorized: 5,000,000 preferred shares, 45,000,000 common shares, and
50,000,000 excess shares;
Issued and outstanding: 12,136,285 and 12,074,774 common shares,
respectively 117,739 117,209
Distributions in excess of accumulated earnings (89,839) (88,018)
----------- ------------
27,900 29,191
----------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 163,930 $ 164,822
=========== ============
</TABLE>
_______________
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Revenues from rental operations $ 5,220 $ 5,228
Operating expenses, net of tenant reimbursements (including fees to affiliate of $93
and $170, respectively) 357 399
Advisory and termination fees paid to Advisor, discontinued March 30, 1994
(including $3,843 as a result of the termination of the Advisory Agreement in
1994) -- 4,107
Provision for doubtful accounts 7 61
Depreciation and amortization 1,084 989
------------- -------------
Income (loss) from rental operations 3,772 (328)
Interest expense 2,725 1,792
Other expenses, net of interest income 744 506
------------- -------------
Income (loss) before gain on sale of real estate 303 (2,626)
Gain on sale of real estate -- 839
------------- -------------
Net income (loss) $ 303 $ (1,787)
============= =============
Income (loss) per weighted average share:
Income (loss) before gain on sale of real estate $ .03 $ (.25)
------------- -------------
Gain on sale of real estate -- .08
------------- -------------
Net income (loss) $ .03 $ (.17)
============= =============
Weighted average number of shares outstanding 12,104,846 10,738,640
============= =============
</TABLE>
_______________
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 303 $ (1,787)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Provision for doubtful accounts 7 61
Depreciation and amortization 1,084 989
Amortization of deferred financing costs 304 301
Amortization of collateralized floating rate notes discount 6 6
Termination of Advisory Agreement 3,843
Gain on sale of real estate -- (839)
Changes in assets and liabilities:
Increase in accrued rent receivable 229 199
(Increase) decrease in accounts receivable, tenant security deposits and
other assets (295) 210
Decrease in accounts payable and other liabilities (14) (998)
------------- -------------
Net cash provided by operating activities 1,624 1,985
------------- -------------
Cash flows from investing activities:
Proceeds from sale of real estate, net -- 1,435
Additions to buildings and improvements and personal property (391) (10)
Construction expenditures (42) (68)
------------- -------------
Net cash (used in) provided by investing activities (433) 1,357
------------- -------------
Cash flows from financing activities:
Distributions paid (3,321) (2,826)
Proceeds from dividend reinvestment 530 --
Borrowings under bank line of credit 1,600 900
------------- -------------
Net cash used in financing activities (1,191) (1,926)
------------- -------------
Increase in cash and short-term investments 0 1,416
Cash and short-term investments, beginning of period 0 885
------------- -------------
Cash and short-term investments, end of period $ 0 $ 2,301
============= =============
Supplemental disclosure of cash flow information:
Interest paid $ 2,092 $ 1,329
============= =============
</TABLE>
See Note 1 for disclosure of non-cash investing and financing activities
_______________
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
ARBOR PROPERTY TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. MERGER TRANSACTION AND BASIS OF PRESENTATION
Arbor Property Trust (the 'Trust'), formed on September 8, 1993 as a
Delaware business trust, has an indefinite life and intends to elect
real estate investment trust ('REIT') status under the Internal
Revenue Code of 1986, as amended, with the filing of its Federal
Income Tax return for the year ended December 31, 1994. On February
28, 1994, EQK Green Acres, L.P. (the 'Partnership') merged with and
into Green Acres Mall Corp., a wholly-owned subsidiary of the Trust
(the Merger). Prior to February 28, 1994, the Trust did not have
significant operations. The Trust and the Partnership are
interchangeably referred to herein as the 'Company'.
The Partnership had been formed, pursuant to an Agreement of Limited
Partnership dated as of June 30, 1986 (and amended and restated as of
August 27, 1986), to acquire and operate Green Acres Mall (the
'Property' or the 'Mall'), a regional shopping mall located in Nassau
County, Long Island, New York. In 1991, the Partnership completed the
conversion of a leased industrial building, located adjacent to the
Property, into a convenience shopping center known as the Plaza at
Green Acres (the 'Plaza').
Pursuant to the Merger, Unitholders of the Partnership received
10,172,639 Common Shares of Beneficial Interest of the Trust (the
'Common Shares') on account of their 98.98% percentage interest in
the Partnership; the General Partners of the Partnership received
104,830 Common Shares on account of their 1.02% percentage interest
in the Partnership; and the Special General Partner of the
Partnership received 1,316,251 Common Shares in satisfaction of its
residual interest in the Partnership. Pursuant to the termination of
the Partnership's advisory agreement (the "Advisory Agreement") (see
Note 3), Equitable Realty Portfolio Management, Inc. (the 'Advisor')
received 308,933 Common Shares on March 30, 1994.
The issuance of 10,277,469 Common Shares to the Unitholders and the
General Partners on account of their respective percentage interests
in the Partnership represents a reorganization of entities under
common control and, accordingly, was accounted for in a manner
similar to a pooling of interests. The financial statements of the
Partnership and the Trust have been combined at historical cost
retroactive to January 1, 1994. The issuance of these Common Shares
has been reflected as of this date at the amount of the Unitholders'
and General Partners' original contributions to the Partnership.
The issuance of Common Shares to the Special General Partner on
account of its residual interest in the Partnership and to the
Advisor are reflected in the Company's condensed consolidated
financial statements as of March 31, 1994. The issuance of Common
Shares to the Special General Partner increased the Company's
carrying value of land, and buildings and improvements by $3,024,000
and $13,347,000, respectively, representing the value of the Special
General Partner's residual interest in accordance with the allocation
methodology utilized by the Partnership in connection with the
Merger. Annual depreciation expense has increased by approximately
$342,000 as a result of the increase in the basis of the Mall. The
issuance of Common Shares to the Advisor was reflected as a charge to
earnings during the first quarter of 1994 in the amount of
$3,843,000.
6
<PAGE>
NOTE 2. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by
the Company, without audit, pursuant to the rules and regulations of
the United States Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. The
consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and related notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
The condensed consolidated financial statements include the accounts
of the Trust and its wholly-owned subsidiary, Green Acres Mall Corp.
All significant intercompany transactions and balances have been
eliminated.
In the opinion of the Company all adjustments, which include only
normal recurring adjustments necessary to present fairly its
consolidated financial position as of March 31, 1995, its results of
condensed consolidated operations for the three months ended March
31, 1995 and 1994 and its condensed consolidated cash flows for the
three months ended March 31, 1995 and 1994, have been included in the
accompanying unaudited condensed consolidated financial statements.
Net income per share for the three months ended March 31, 1995 and
1994 have been computed on the basis of the 12,104,846 and 10,738,640
weighted average shares outstanding during the respective periods.
Certain reclassifications have been made to the prior years condensed
consolidated financial statements in order to conform their
presentation to that used in the current year.
NOTE 3. ADVISORY AND MANAGEMENT AGREEMENTS
Prior to the termination of its Advisory Agreement as previously
discussed, Equitable Realty Portfolio Management, Inc., a wholly
owned subsidiary of Equitable Real Estate Investment Management, Inc.
('Equitable Real Estate'), acted as 'Advisor' to the Company. Fees of
$100,000 were paid to the Advisor in the three months ended March 31,
1994.
Pursuant to the Merger discussed in Note 1, on March 30, 1994, upon
the expiration of a 30 day transition period, the Advisory Agreement
was terminated.
The Company had entered into a property management agreement with
Compass Retail, Inc. ('Compass'), a subsidiary of Equitable Real
Estate, effective January 1, 1991. Pursuant to this agreement,
property management fees were based on 4% of net rental and service
income collected from tenants. In connection with the Merger
discussed in Note 1, the agreement with Compass was amended and
restated to extend its termination date by two years to August 31,
1998, and to limit Compass' scope of responsibilities primarily to
accounting and financial services currently provided in connection
with the operation of the Property. Compass' compensation was reduced
on March 1, 1994 from 4% to 2% of net rental and service income
collected from tenants. For the three months ended March 31, 1995 and
1994 management fees earned by Compass were $93,000 and $170,000,
respectively.
NOTE 4. DISTRIBUTIONS
On February 15, 1995, the Trust made a distribution of $.275 per
Common Share to its Shareholders. In addition, a distribution in the
amount of $.175 per share has been declared for payment on May 15,
1995, to the shareholders of record on March 31, 1995.
7
<PAGE>
NOTE 5. DEBT REFINANCING
The floating rate notes are due August 19, 1998 and are
collateralized by a first mortgage on substantially all of the real
property comprising the Mall and a first leasehold mortgage on the
Plaza. The floating rate notes bear interest at a rate equal to 78
basis points in excess of the three-month LIBOR, payable on a
quarterly basis commencing November 12, 1993. The interest rate is
subject to reset on such interest payment dates. The initial interest
rate, 4.03%, was effective for the period August 19, 1993 to November
11, 1993. The interest rate at December 31, 1994 was 6.59% and was
reset to 7.03% on February 12, 1995. On February 12, 1994, the
interest rate was reset to 4.34%. The weighted average interest rate
for the three month periods ended March 31, 1995 and 1994 was 6.82%
and 4.31%, respectively. An interest rate cap, acquired in 1993 in
connection with a refinancing of the notes on August 19, 1993
provides that the effective interest rate applicable to the
$118,000,000 face value of the notes will not exceed 9% per annum
through their maturity date. Should such debt's interest rate rise
above 9%, the Company would record amounts receivable from the
counter-party as a reduction to interest expense. The Company is
exposed to certain losses in the event of non-performance by the
counter-party to this agreement. The mortgage and indenture agreement
relating to the floating rate notes limit additional indebtedness
that may be incurred by Green Acres Mall Corp.. Those agreements also
contain certain other covenants which, among other matters,
effectively subordinate distributions from Green Acres Mall Corp. to
debt service requirements of the floating rate notes. Management
believes it is in compliance with all covenants under the indenture
and line of credit agreements, discussed below, at March 31, 1995.
As part of its comprehensive debt restructuring, the Company also
obtained a $3,400,000 unsecured line of credit facility from a bank.
The line of credit agreement bears interest at 1% above the bank's
prime rate and was due to mature in April 1995, unless extended.
Effective August 8, 1994 this line of credit was increased to
$5,900,000 and its maturity extended to April 1995. In April 1995,
this line of credit was modified to allow the Company to elect an
interest rate of prime plus 1% or Euro-rate plus 2.5% and increase
the amount available to $6,900,000 and extend the maturity to
December 31, 1995. Beginning January 1, 1996, $3,000,000 of the
outstanding balance of the line of credit at maturity is due in
seven equal installments. The remaining balance is due at the
December 31, 1995 maturity date unless the Company elects to extend
the maturity until July 31, 1996. The line of credit agreement also
contains certain covenants which, among other matters, limit the
amount of the Company's annual dividend to an amount that does not
exceed operating cash flow (as defined), and require the Company to
maintain a quarterly debt service coverage ratio (as defined). At
March 31, 1995, the Company had borrowed $5,900,000 under this credit
facility. Subsequent to March 31, 1995, the Company paid down
$1,750,000 under this credit facility.
NOTE 6. SALE OF PROPERTY
In January 1994, the Company completed the sale to Home Depot of an
approximate two acre parking lot adjacent to the property and
received the final installment of $1,500,000, and recognized an
additional gain on sale of $839,000, bringing the gain on the
transactions with Home Depot to $1,279,000. Home Depot opened
for business in May 1994.
8
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Recent Developments
On February 14, 1995, the Company announced that it had retained Goldman Sachs &
Co. in connection with a possible merger of the Company into another REIT or a
sale of the company's real estate. Subsequently, leadership of the majority in
the New York State Senate submitted a bill to repeal the New York State Real
Property Gains Tax which, in its present state, would burden the merger of the
Company or sale of its real estate by approximately $1.20 per share. On May 2,
1995, the Company announced that it postponed consideration of a merger or sale
pending resolution of the possible repeal of the Gains Tax.
On March 21, 1995, the Company announced a reduction in its quarterly dividend
from $.275 to $.175 per Common Share, establishing an annual dividend rate of
$.70 per Common Share. In its announcement of the dividend reduction, the
Company noted that the new dividend represents 90% of projected funds available
for distribution for the period April 1, 1995 through December 31, 1996. That
estimate was based upon (i) continuation of the current interest rate on the
Company's collateralized floating rate notes; (ii) currently projected net
income from operation of the Green Acres Mall complex; (iii) estimated
overhead expenses for the Company; and (iv) projected capital expenditures.
Cash Flows from Operating, Investing, and Financing Activities
Cash flows from operating activities for the three month period ended March 31,
1995 and 1994 were $1,624,000 and $1,985,000, respectively. This decrease is
primarily a result of higher interest payments of $933,000 in 1995 as compared
to 1994 due to the increase in the interest rate on the floating rate notes. The
impact of the higher interest payments in 1995 was partially offset by the
significant decrease in accounts payable in the first quarter of 1994 as a
result of the repayment of amounts due to certain affiliates for management and
advisory fees.
Cash flows from investing activities decreased by $1,790,000 for the three month
period ended March 31, 1995 compared to the same period in 1994, primarily due
to the receipt in the first quarter of 1994 of proceeds from the completion of
the sale of approximately two acres in 1994 to Home Depot and increased capital
expenditures in the first quarter of 1995 as compared to the same period in the
prior year.
9
<PAGE>
Cash flows used in financing activities were $1,191,000 and $1,926,000 for the
three month period ended March 31, 1995 and 1994, respectively. Distributions
paid by the Company in 1995 increased $495,000 as a result of the Common Shares
that were issued in respect of the Special General Partner's residual interest
in the Partnership and the termination of the Advisory Agreement. Pursuant to
contractual obligations entered into in connection with the Merger, the
dividends on these shares were reinvested in the Company through a distribution
reinvestment plan in newly issued Common Shares. The total amount of proceeds
from all dividend reinvestments was $530,000 in 1995.
Debt Financing
In April 1995, the Company's revolving credit facility was modified and extended
as follows: the maximum amount available was increased to $6.9 million, the
maturity was extended to December 31, 1995, with amortization thereafter, and an
optional interest feature of Euro-Rate plus 2.5% was added.
Dividends
On March 21, 1995, the Company announced a new quarterly dividend rate of $.175
per Common Share, representing an annual dividend rate of $.70 per Common Share.
The reduction in the dividend rate was primarily attributable to the sharp rise
in interest on the Company's collateralized floating rate notes. Between August
1993 and February 1995, the interest rate on these floating rate notes rose 300
basis points and the Trustees were concerned about possible further increases
and the adverse impact on the Company's share pricing if another dividend rate
reduction would become necessary. For that reason, the new dividend rate was
set at approximately 90% of funds available for distribution projected from
April 1, 1995 through December 31, 1996.
10
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Results of Operations
For the three months ended March 31, 1995, the Company reported net income of
$303,000, or $.03 per weighted average Common Share, compared with a net loss of
$1,787,000, or $.17 per weighted average Common Share, for the comparable period
in 1994. The 1994 results were impacted by the termination of the Advisory
Agreement which resulted in the issuance of 308,933 Common Shares to the
Advisor. The issuance of these Common Shares was reflected as a charge to
earnings of $3,843,000 during the first quarter of 1994. This charge was
partially offset by the gain on the sale to Home Depot of the approximate two
acre parking lot. The final installment on the sale was $1,500,000, and the gain
realized amounted to $839,000.
For the first three months of 1995, revenues from rental operations were
equivalent to the comparable period in 1994. However, base rents for
the quarter increased 3.5% over the comparable period in 1994. This increase was
offset by lower estimates of percentage rents in 1995 as compared to the first
quarter of 1994. The first quarter of 1994 included higher estimates of
percentage rent than were realized later in 1994, as certain leases were revised
as a result of the remerchandising program.
Net operating expenses decreased for the three months ended March 31, 1995 to
$357,000 from $399,000 as compared to the same period in 1994. This $42,000
decrease in 1995 is primarily attributable to the decline in management fees as
described in Note 3.
Interest expense increased in the first quarter of 1995 compared to the
comparable period in 1994. The floating rate notes had a weighted average
interest rate during the first quarter of 1995 of 6.82% as compared to 4.31% for
the first quarter of 1994. The notes have a floating interest rate equal to 78
basis points in excess of three month LIBOR. The interest rate on this debt,
which is subject to a quarterly reset, was 6.84% at May 10, 1995.
Liquidity and Capital Resources
The Company's cash position fluctuates considerably during the course of the
year, particularly as a consequence of the periodic large expenditures for
quarterly real estate taxes, quarterly interest payments and quarterly dividend
distributions, all of which occur during the months of February, May, August and
November. To accommodate such peak cash requirements, the Company has a
revolving credit facility with a maximum of $6.9 million available. As of May
10, 1995, the outstanding balance on this facility was $4,150,000.
Effective with the dividend payable May 15, 1995, none of the shares issued in
connection with the termination of the Advisory Agreement and the Merger, which
converted the Company to a real estate investment trust, would be
required to participate in the Company's dividend reinvestment plan.
Consequently, the Company will be required to make cash dividend payments for
all of its outstanding shares.
Primarily due to the sharp rise in interest rates on the floating rate notes,
and in light of the increased number of Common Shares that would participate
in cash dividends, the Trustees reduced the Company's quarterly dividend rate
to $.175 per Common Share, an annual dividend rate of $.70 per Common Share.
Management anticipates that funds from operations will be adequate to provide
for such dividend distributions.
11
<PAGE>
ARBOR PROPERTY TRUST
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K: None.
12
<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.
Date: May 12, 1995
ARBOR PROPERTY TRUST
By: __________________________________
Myles H. Tanenbaum
Managing Trustee and President
(Principal Executive and
Financial Officer)
By: __________________________________
Dennis J. Harkins
Treasurer and Controller
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 8,353
<ALLOWANCES> 633
<INVENTORY> 0
<CURRENT-ASSETS> 13,420
<PP&E> 178,187
<DEPRECIATION> 27,677
<TOTAL-ASSETS> 163,930
<CURRENT-LIABILITIES> 11,112
<BONDS> 123,820
<COMMON> 117,739
0
0
<OTHER-SE> (89,839)
<TOTAL-LIABILITY-AND-EQUITY> 163,930
<SALES> 0
<TOTAL-REVENUES> 5,220
<CGS> 0
<TOTAL-COSTS> 1,448
<OTHER-EXPENSES> 744
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,725
<INCOME-PRETAX> 303
<INCOME-TAX> 0
<INCOME-CONTINUING> 303
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 303
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
