<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended June 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______
Commission File Number: 1-12546
PACIFIC GULF PROPERTIES INC.
(Exact name of Registrant as specified in its Charter)
<TABLE>
<S> <C>
MARYLAND 33-0577520
State of Incorporation (I.R.S. Employer Identification No.)
</TABLE>
363 SAN MIGUEL DRIVE NEWPORT BEACH,
CALIFORNIA 92660-7805 (Address of principal
executive offices, including zip code)
714-721-2700
(Registrant's telephone number, including area code)
COMMON STOCK, PAR VALUE $.01 PER SHARE, 7,316,860 SHARES
WERE OUTSTANDING AS OF AUGUST 12, 1996
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 ___
<PAGE> 2
PACIFIC GULF PROPERTIES INC.
FORM 10-Q
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 1
Consolidated Statements of Operations for the six-
month periods ended June 30, 1996 and June 30, 1995 2
Consolidated Statements of Operations for the three-
month periods ended June 30, 1996 and June 30, 1995 3
Consolidated Statements of Cash Flows for the six-
month periods ended June 30, 1996 and June 30, 1995 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II: OTHER INFORMATION 10
SIGNATURES 11
</TABLE>
<PAGE> 3
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Real estate assets
Land $ 96,327 75,011
Buildings 259,238 225,142
--------- ---------
355,565 300,153
Accumulated Depreciation (25,133) (21,461)
--------- ---------
330,432 278,692
Cash and Cash equivalents 13,115 2,847
Accounts Receivable 1,168 959
Other Assets 6,207 6,093
--------- ---------
$ 350,922 $ 288,591
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable $ 138,114 $ 133,678
Revolving line of credit 38,644 16,169
Accounts payable and accrued liabilities 7,351 5,644
Dividends Payable 2,928 1,943
Convertible subordinated debentures 55,685 55,659
--------- ---------
242,722 213,093
Minority interest in consolidated partnership 3,518 3,518
Commitments and contingencies
Shareholders' Equity
Preferred shares, $.01 par value; 5,000,000
shares authorized; no shares outstanding -- --
Common shares, $.01 par value;
25,000,000 outstanding:
7,316,860 (June 30, 1996) and
4,856,937 (December 31, 1995) 74 49
Excess shares, $.01 par value;
30,000,000 shares authorized; no
shares outstanding -- --
Outstanding restricted stock (960) (669)
Additional paid-in capital 114,872 77,979
Distributions in excess of net earnings (9,304) (5,379)
--------- ---------
104,682 71,980
--------- ---------
$ 350,922 $ 288,591
========= =========
</TABLE>
See accompanying notes.
1
<PAGE> 4
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
------------------------
1996 1995
---- ----
<S> <C> <C>
REVENUES
Rental Income
Multifamily properties 14,301 10,824
Industrial properties 8,399 6,013
--------- ---------
$ 22,700 $ 16,837
EXPENSES
Rental property expenses
Multifamily properties 5,693 4,613
Industrial properties 2,078 1,271
--------- ---------
7,771 5,884
Depreciation 3,805 2,788
Interest (including amortization of debenture discount and
financing costs of $599 and $447 respectively) 8,831 6,152
General and administrative 1,348 940
--------- ---------
21,755 15,764
--------- ---------
NET INCOME $ 945 $ 1,073
========= =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,263,212 4,804,392
========= =========
NET INCOME PER COMMON SHARE $ .18 $ .22
========= =========
DIVIDENDS DECLARED PER COMMON SHARE $ .80 $ .78
========= =========
</TABLE>
See accompanying notes.
2
<PAGE> 5
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share data)
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three Months Ended June 30
----------------------------------
1996 1995
----------- ----------
<S> <C> <C>
REVENUES
Rental Income
Multifamily Properties $ 7,250 $ 5,359
Industrial Properties 4,614 3,050
--------- ---------
11,864 8,409
EXPENSES
Rental property expenses
Multifamily properties 2,907 2,284
Industrial properties 1,130 645
--------- ---------
4,037 2,929
Depreciation 1,969 1,388
Interest (including amortization of debenture
discount and financing costs of $322 and $244
respectively) 4,505 3,150
General and administrative 701 413
--------- ---------
11,212 7,880
--------- ---------
NET INCOME 652 529
========= =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,663,153 4,811,970
========= =========
NET INCOME PER COMMON SHARE $ .12 $ .11
========= =========
DIVIDENDS DECLARED PER COMMON SHARE $ .40 $ .39
========= =========
</TABLE>
See accompanying notes.
3
<PAGE> 6
PACIFIC GULF PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For The Six Months Ended June 30
-----------------------------------
1996 1995
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 945 $ 1,073
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 3,805 2,788
Amortization of debenture
discount and financing costs 599 447
Compensation recognized from restricted
stock issued to employees 61 33
Net increase in certain other assets (983) (1,780)
Net (decrease) increase in certain liabilities 1,707 (132)
-------- ---------
Net cash provided by operating activities 6,134 2,429
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to real estate assets (55,412) (8,378)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving line of credit 24,475 8,100
Proceeds from mortgage notes payable 8,000 49,000
Repayment of mortgage notes payable (3,564) (1,059)
Repayment of revolving lines of credit (2,000) (47,247)
Issuance of common shares 36,521 1
Distributions paid (3,886) (3,741)
--------- ---------
Net cash provided by financing activities 59,546 5,054
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS 10,268 (895)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,847 3,515
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,115 $ 2,620
========= =========
</TABLE>
See accompanying notes.
4
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
Pacific Gulf Properties Inc. was incorporated in Maryland and operates
as a Real Estate Investment Trust ("REIT") under the Internal Revenue
Code of 1986, as amended. The consolidated financial statements
include the accounts of Pacific Gulf Properties Inc. (the "Company")
and its consolidated partnership, PGP Inland Communities, L.P. (the
"Partnership"). The information furnished has been prepared in
accordance with generally accepted accounting principles for interim
financial reporting and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. In the opinion of management, all adjustments
considered necessary for the fair presentation of the Company's
financial position, results of operations and cash flows have been
included. These financial statements should be read in conjunction
with the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995.
2. REAL ESTATE ACQUISITIONS
The Company acquired nine industrial properties in conjunction with
proceeds received from a public offering, including one industrial
property acquired subsequent to June 1996. See Note 3. In March 1996,
the Company acquired an industrial property with approximately 189,000
leasable square feet located in Garden Grove, California for
approximately $6,800,000.
3. SHAREHOLDERS' EQUITY
On May 30, 1996, the Company received net proceeds of approximately
$30.1 million from a public offering of 2,015,581 shares of its common
stock at $16.375 per share. On June 12, 1996 the Company received net
proceeds of $6.3 million upon the exercise of the underwriters'
overallotment option of 420,000 shares.
As previously announced and more fully described in the Company's
Prospectus Supplement dated May 23, 1996, relating to the offering,
proceeds from the offering have been used to purchase nine industrial
properties ("Acquisition Properties") located primarily in Southern
California consisting of 1,351,658 leasable square feet. As of June
30, 1996, the Company has completed eight of the nine property
acquisitions. The Company completed the remaining acquisition on
July 3, 1996.
In addition to the proceeds from the offering, the Company has
utilized its line of credit from Bank of America to provide $19.5
million of funds necessary to close the purchase of the Acquisition
Properties.
The following table provides certain information on the Acquisition
Properties at the time of closing:
<TABLE>
<CAPTION>
(IN 000'S)
DATE OF PURCHASE
PROPERTY ACQUISITION PRICE (1) SELLER
---------------------------- -------------- ----------- ---------------------------------------------
<S> <C> <C> <C>
Eden Landing Commerce Park June 6, 1996 $7,250(2) Eden Landing Associates
San Marcos Commerce Center June 24, 1996 2,660 550 Associates
Bay San Marcos Industrial Center June 6, 1996 4,653 Bay San Marcos Limited Partnership
Escondido Business Center June 6, 1996 10,347 Escondido Business Center Limited Partnership
Bell Ranch Industrial park June 12, 1996 3,700 Minoo/Pakravan
La Mirada Business Center June 6, 1996 3,550 Wells Fargo Bank
Pacific Park June 12, 1996 6,850 SCTF Pacific Park II, Inc.
North County Business Park June 11, 1996 6,300 Value Property Trust
-----
Completed Acquisitions 45,310
Riverview Industrial Park July 3, 1996 6,375 The Mutual Life Insurance Company of New York
-----
Total Acquisitions $51,685
=======
</TABLE>
(1) Excludes closing and preacquisition costs.
(2) Purchase price as stated in the previously filed Registration
Statement did not reflect price concessions negotiated at close of
escrow.
5
<PAGE> 8
During June, 1996, the Company issued 21,000 shares of restricted
stock to employees. Under the restricted stock program, the shares
will vest over seven years. The value of the shares totaling $351,750
is being expensed over the vesting period with the unamortized portion
reflected as outstanding restricted stock in the shareholders' equity
section. At the time the shares were issued, the market price of the
stock was $16.75.
During the six months ended June 1996, 926 shares were purchased
through the Company's Dividend Reinvestment Program.
During the quarter ended March 31, 1996, debentures with an aggregate
face value of approximately $45,000 were converted into 2,416 shares of
common stock.
4. PER COMMON SHARE DATA
Per common share amounts are calculated based upon weighted average
common shares outstanding and common share equivalents of 5,263,212
and 4,811,970 for the six months ended June 30, 1996 and 1995,
respectively. Common stock equivalents include stock options which
are considered dilutive for the purposes of computing primary earnings
per share.
As of June 30, 1996 the principal balance of convertible subordinated
debentures outstanding (before debenture discounts) was $56,506,000.
If fully converted, the debentures, convertible at a rate of 53,6986
shares per $1,000 of principal amount, would require the issuance of
an additional 3,034,294 shares. If fully converted, the net income
attributable to each common share would not be diluted.
5. DISTRIBUTIONS
On June 12, 1996, the Company declared its quarterly distribution
covering shares outstanding at June 30, 1996. The distribution of
$.40 per share was calculated based on an estimated annual
distribution of $1.60. The distribution was paid on July 12, 1996 to
holders of record on July 1, 1996.
6. INTEREST
Interest consists of the following at June 30:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Interest Expense $8,232,000 $5,705,000
Amortization
Debenture discount and costs 285,000 278,000
Costs related to financing assumed from Predecessor
and line of credit costs 184,000 141,000
Long-term financing costs 130,000 28,000
---------- ----------
$8,831,000 $6,152,000
========== ==========
</TABLE>
6
<PAGE> 9
PACIFIC GULF PROPERTIES INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion addresses the consolidated financial statements of the
Company for the six months ended June 30, 1996 and 1995, together with
liquidity and capital resources as of June 30, 1996.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1996 TO THE SIX MONTHS ENDED JUNE
30, 1995
Multifamily rental income increased by $3,477,000, or 32%, from $10,824,000 in
1995 to $14,301,000 in 1996. This increase was primarily attributable to the
acquisition of twelve multifamily properties containing 1,736 apartment units
in 1995 offset by the disposition of four multifamily properties containing
1,085 apartment units during the last quarter of 1995 and by an increase in
occupancies. Industrial rental income increased by $2,386,000, or 40%, from
$6,013,000 in 1995 to $8,399,000 in 1996. This increase was primarily
attributable to the recent acquisition of two industrial parks containing
approximately 665,000 square feet of space. As a result of these changes,
total revenues increased by $5,863,000, or 35%, from $16,837,000 in 1995 to
$22,700,000 in 1996.
Multifamily rental income for the six months ended June 30, 1996 totaled
$14,301,000 and included $6,339,000 related to twelve multifamily properties
acquired during the third quarter of 1995.
Industrial rental income for the six months ended June 30, 1996 totaled
$8,399,000 and included $2,400,000 related to the recent acquisition of ten
industrial parks.
Multifamily rental property expenses increased by $1,080,000, or 23%, from
$4,613,000 in 1995 to $5,693,000 in 1996. This increase was primarily
attributable to the acquisition of twelve multifamily properties containing
1,736 apartment units in 1995. Industrial rental property expenses increased
by $807,000, or 63%, from $1,271,000 in 1995 to $2,078,000 in 1996. This
increase was primarily attributable to the recent acquisition of eleven
industrial parks.
Multifamily rental property expenses for the six months ended June 30, 1996
totaled $5,693,000 and included $2,557,000 related to twelve multifamily
properties acquired during the third quarter of 1995.
Industrial rental property expenses for the six months ended June 30, 1996
totaled $2,078,000 and included $783,000 related to the acquisition of ten
industrial parks, eight of which were acquired in June 1996.
Total depreciation increased by $1,017,000, or 36%, from $2,788,000 in 1995 to
$3,805,000 in 1996. This increase was primarily attributable to additional
depreciation relating to the acquisition of twelve multifamily properties in
late 1995, eleven recently acquired industrial parks, and capital improvements
made to rehabilitate existing properties.
Interest expense (including amortization of financing costs) increased by
$2,679,000, or 44%, from $6,152,000 in 1995 to $8,831,000 in 1996. This
increase was attributable to increased borrowings outstanding during 1996, as
compared to 1995, pursuant to new borrowings of $83,017,000 relating to the
acquisition of twelve multifamily properties and recent acquisitions of ten
industrial parks.
General and administrative expenses increased by $408,000, or 43%, from
$940,000 in 1995 to $1,348,000 in 1996. This increase was primarily
attributable to personnel increases related to acquisitions made during the
second half of 1995 and in 1996, and to the accrual of estimated bonuses in
1996 (no similar accrual was made in 1995).
For the six months ended June 30, 1996, the Company generated net income of
$945,000 compared to net income of $1,073,000 in 1995. These results are
attributable to the foregoing.
7
<PAGE> 10
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1996 TO THE THREE MONTHS ENDED
JUNE 30, 1995
Multifamily rental income increased by $1,891,000 or 35%, from $5,359,000 in
1995 to $7,250,000 in 1996. This increase was primarily attributable to the
acquisition of twelve multifamily properties containing 1,736 apartment units
in 1995 offset by the disposition of four multifamily properties containing
1,085 apartment units during the last quarter of 1995 and an increase in
occupancies. Industrial rental income increased by $1,564,000 or 51%, from
$3,050,000 in 1995 to $4,614,000 in 1996. This increase was primarily
attributable to the recent acquisition of two industrial parks containing
approximately 665,000 square feet of space. As a result of these changes,
total revenues increased by $3,455,000, or 41%, from $8,409,000 in 1995 to
$11,864,000 in 1996.
Multifamily rental income for the three months ended June 30, 1996 totaled
$7,250,000 and included $2,682,000 related to twelve multifamily properties
acquired during the third quarter of 1995.
Industrial rental income for the three months ended June 30, 1996 totaled
$4,614,000 and included $1,563,000 related to the recent acquisition of ten
industrial parks.
Multifamily rental property expenses increased by $623,000, or 27%, from
$2,284,000 in 1995 to $2,907,000 in 1996. This increase was primarily
attributable to the acquisition of twelve multifamily properties containing
1,735 apartment units in 1995. Industrial rental property expenses increased
$485,000, or 75%, from $645,000 in 1995 to $1,130,000 in 1996. This increase
was primarily attributable to the recent acquisition of eleven industrial
parks.
Multifamily rental property expenses for the three months ended June 30, 1996
totaled $2,907,000 and included $1,322,000 related to twelve multifamily
properties acquired during the third quarter of 1995.
Industrial rental property expenses for the three months ended June 30, 1996
totaled $1,130,000 and included $500,000 related to the recent acquisition of
ten industrial parks, eight of which were acquired in June 1996.
Total depreciation (including amortization of financing costs) increased by
$581,000, or 42%, from $1,388,000 in 1995 to $1,969,000 in 1996. This increase
was primarily attributable to additional depreciation relating to the
acquisition of twelve multifamily properties in late 1995, eleven recently
acquired industrial parks, and capital improvements made to rehabilitate
existing properties.
Interest expense increased by $1,355,000, or 43%, from $3,150,000 in 1995 to
$4,505,000 in 1996. This increase was primarily attributable to increased
borrowings outstanding during 1996, as compared to 1995, pursuant to new
borrowings of $83,017,000 relating to the acquisition of twelve multifamily
properties and recent acquisitions of ten industrial parks.
General and administrative expenses increased by $288,000, or 70%, from
$413,000 in 1995 to $701,000 in 1996. This increase was primarily attributable
to personnel increases related to acquisitions made during the second half of
1995 and in 1996, and to the accrual of estimated bonuses in 1996 (no similar
accrual was made in 1995 during the corresponding period).
For the three months ended June 30, 1996, the Company generated net income of
$652,000 compared to net income of $529,000 in 1995. These results are
attributable to the foregoing.
8
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had $13,115,000 of cash to meet its immediate
short-term liquidity requirements. Future short-term liquidity requirements
are anticipated to be met through net cash flow from operations, existing
working capital and, if necessary, funding from the Company's revolving line of
credit. The Company has a secured revolving line of credit from Bank of
America for a maximum amount of $68,000,000 which expires in July, 1998. As of
June 30, 1996, the Company had borrowed $38,644,000 under the revolving line of
credit.
The information in the immediately preceding paragraph is forward looking and
involves risks and uncertainties that could significantly impact the Company's
expected liquidity requirements in the short and long term. While it is
impossible to itemize the many factors and specific events that could affect
the Company's outlook for its liquidity requirements, such factors would include
the actual timing of and costs associated with the Company's acquisitions, the
actual capital expenditures associated therewith, and the strength of the local
economies of the submarkets in which the Company operates. Higher than
expected acquisition, rental and/or rehabilitation costs, delays in the
rehabilitation of properties, a downturn in the local economies and/or the lack
of growth of such economies could reduce the Company's revenues and increase
its expenses, resulting in a greater burden on the Company's liquidity than
that which the Company has described above.
During the first quarter of 1996, the Company borrowed $8,000,000 from a life
insurance company for a ten-year term at an interest rate of 7.3%. This loan
is secured by a 304-unit apartment community located in Kent, Washington. The
proceeds of this loan were used, in part, to acquire a 189,526 square foot
industrial park located in Garden Grove, California.
In March 1996, the Company extended four letters of credit which secure a
portion of the Company's tax-exempt mortgage debt to December 31, 1996.
On May 30, 1996, the Company modified its existing line of credit agreement
with Bank of America. The modification included expanding the total facility
to a maximum amount of $68,000,000, to extend the term until July, 1998 and to
revise certain covenant provisions. In conjunction with this modification,
the Company executed an unsecured short-term line of credit with Bank of America
(the "Bank") which will provide up to $33 million for the Company for the
acquisition of properties. $19.5 million was used together with the proceeds of
this Offering to acquire the Acquisition Properties. The acquisition facility
has a term of up to five months, at which time the Acquisition Properties will
be added to the Company's existing line of credit collateral pool.
9
<PAGE> 12
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held May 8, 1996,
for the purpose of electing two members to the Board of Directors and
to approve an amendment to the Company's 1993 Share Option Plan to
increase the aggregate number of Common Shares authorized for issuance
under such plan by 350,000 shares to 700,000 shares. Present in person
and represented by proxy were 3,923,948 shares.
Managements nominees for directors as listed in the proxy statement
were elected with the following vote:
<TABLE>
<CAPTION>
Shares Voted Shares
"For" "Withheld"
------------ ----------
<S> <C> <C>
Steward W. Bowie 3,900,639 23,309
Royce B. McKinley 3,900,639 23,309
</TABLE>
Continuing directors are as follows:
Glenn L. Carpenter
Keith Benken
Peter L. Eppurga
John F. Kooken
Robert E. Morgan
The amendment to increase the aggregate number of Common Shares
authorized for issuance under the Company's 1993 Stock Option Plan by
350,000 shares to 400,000 shares was approved with the following vote:
<TABLE>
<CAPTION>
Shares Voted Shares Voted Shares Voted
"For" "Against" "Abstained" Non-votes
------------ ------------ ------------ ---------
<S> <C> <C> <C>
2,341,337 109,261 44,464 1,428,885
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended June 30, 1996, the Company filed a report on
Form 8-K dated June 12, 1996 describing under Item 3 the offering and
purchase of nine industrial properties consisting of 1,351,658 leasable
square feet.
10
<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.
PACIFIC GULF PROPERTIES INC.
<TABLE>
<S> <C>
/s/ Glenn L. Carpenter /s/ Donald G. Herrman
- ------------------------------------ -------------------------------------
Glenn L. Carpenter Donald G. Herrman
Chairman and chief Executive Officer Chief Financial Officer and Secretary
</TABLE>
DATED: August 13, 1996
--------------------------
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 13,115
<SECURITIES> 0
<RECEIVABLES> 2,168
<ALLOWANCES> 1,000
<INVENTORY> 0
<CURRENT-ASSETS> 14,283
<PP&E> 355,565
<DEPRECIATION> 25,133
<TOTAL-ASSETS> 350,922
<CURRENT-LIABILITIES> 10,279
<BONDS> 232,443
0
0
<COMMON> 74
<OTHER-SE> 104,608
<TOTAL-LIABILITY-AND-EQUITY> 350,922
<SALES> 0
<TOTAL-REVENUES> 22,700
<CGS> 0
<TOTAL-COSTS> 12,924
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,831
<INCOME-PRETAX> 945
<INCOME-TAX> 0
<INCOME-CONTINUING> 945
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 945
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
