<PAGE>
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 MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-72710
UNIVERSAL OUTDOOR, INC.
ILLINOIS 36-2827496
----------------- ------------------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
321 NORTH CLARK STREET, SUITE 1010, CHICAGO, ILLINOIS 60610
REGISTRANT'S TELEPHONE NUMBER: (312) 644-8673
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
-------- --------
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $0.01
PAR VALUE, AS OF MARCH 31, 1996 WAS 10,000.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1996 AND MARCH 31, 1995
Net revenues increased 16.5% to $8.4 million during the first three
months of 1996 compared to $7.2 million in the corresponding 1995 period,
reflecting higher advertising rates and occupancy levels and inclusion for
the full quarter of revenues from the junior (8-sheet) posters (the "Eight
Sheets") acquired by the Registrant ("Universal") in March 1995 (the "March
1995 Acquisitions"). Overall net revenues from tobacco advertising
increased to $1.2 million in the first three months of 1996 from $1.0
million in the 1995 period. As a percentage of net revenues, tobacco
advertising sales were 14.5% in the first three months of 1996 which is
unchanged from the 1995 period.
Direct costs of revenues increased to $3.6 million in the first three
months of 1996 compared to $3.1 million in the 1995 period. As a
percentage of net revenues, direct costs of revenues decreased slightly to
42.4% in the first three months of 1996 compared to 42.9% in the 1995
period.
General and administrative expenses increased to $1.2 million in the
first three months of 1996 from $1.0 million in the 1995 period. As a
percentage of net revenues, general and administrative expenses decreased
to 13.7% in the first three months of 1996 compared to 14.4% in the 1995
period.
Depreciation and amortization expense for the first three months of
1996 increased to $2.0 million from $1.7 million in 1995 due to large
increases in the fixed assets offset by scheduled depreciation of the older
fixed assets.
Total interest expense in the first three months of 1996 increased
slightly to $2.4 million from $2.1 million in the 1995 period.
The foregoing factors contributed to Universal's $757,000 net loss in
the first three months of 1996 compared to a $747,000 net loss in the 1995
period.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Universal established a secured bank credit facility (the "Credit
Facility") in November 1993 which initially provided a $12.5 million,
five-year revolving line of credit to be used for general corporate
purposes, including working capital requirements and acquisitions. The
credit agreement governing the Credit Facility (the "Credit Agreement") was
amended in November 1994 (i) to extend the maturity date of the Credit
Facility to November 1999, (ii) to continue maximum permitted borrowings
under the Credit Facility at $12.5 million, and (iii) to provide a secured
term loan to Universal (in addition to the Credit Facility) in the original
principal amount of $1.2 million for the purchase of Universal's facility
located in Addison, Illinois (including the real property).
At March 31, 1996, approximately $3.0 million was outstanding under
the Credit Facility and an additional $9.5 million was available
thereunder, compared to December 31, 1995 when approximately $3.3 million
was outstanding under the Credit Facility. Permitted borrowings under the
Credit Facility are based upon the ratio of Universal's "senior debt"
(defined as indebtedness other than indebtedness subordinated to borrowings
under the Credit Facility) to "operating cash flow" (defined as net income
before interest, taxes, depreciation and amortization). The Credit
Facility also requires Universal to comply with certain financial ratios,
tested quarterly, that become more restrictive over time, including a
maximum ratio of total indebtedness to earnings (as defined in the Credit
Agreement) and a minimum ratio of earnings (as defined in the Credit
Agreement) to total interest expense. The maximum permitted borrowings
under the Credit Facility will be reduced to $10.0 million on May 1, 2000,
to reflect a corresponding annual reduction in the lender's commitment
thereunder. Universal is required to repay any borrowings to the extent
the aggregate amount outstanding under the Credit Facility exceeds the
aggregate commitments in effect from time to time.
In March 1995, the Credit Agreement was amended to establish an
additional $7.5 million revolving line of credit (the "Acquisition Line")
that may be used by Universal for financing acquisitions of outdoor
advertising operations or structures and capital expenditures relating to
the development or improvement of advertising structures. In July, 1995,
the aggregate amount available under the Acquisition Line was increased to
$22.5 million. Substantially all of the Credit Agreement covenants and
restrictions applicable to the Credit Facility (including the limitations
on permitted borrowings and financial ratio covenants described above) are
applicable to the Acquisition Line. The maximum permitted borrowings under
the Acquisition Line will be reduced to $19.5 million on May 1, 1996, $15.5
million on May 1, 1997, $10.5 million on May 1, 1998, 4.5 million on May 1,
1999 and zero on May 1, 2000 to reflect a corresponding annual reduction in
the lender's commitment thereunder. The Credit Facility and the
Acquisition Line are cross-collateralized by the liens securing the Credit
Facility and any assets acquired, developed or improved by Universal
through the use of funds under the Acquisition Line. At March 31, 1996,
approximately $20 million was outstanding under the Acquisition Line. A
portion of the amount outstanding under the
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<PAGE>
Acquisition Line reflects approximately $12.5 million Universal borrowed in
January 1996 as financing in connection with the Adsign Acquisition
(described below).
The Credit Agreement contains certain restrictions with respect to
Universal's ability to (i) incur additional indebtedness and contingent
liabilities, (ii) create liens and (iii) pay dividends and effect certain
other transactions involving the capital stock of Universal. In addition,
the indenture governing Universal's outstanding senior notes (the
"Indenture") contains a number of restrictive covenants including
limitations on additional debt incurrence based on a cash flow ratio test
and limitations on distributions to shareholders based on a net income
test.
Universal has pursued and continues to pursue a strategy of growth
primarily through (i) the development of new outdoor advertising structures
in each of its existing markets and (ii) the acquisition of existing
outdoor advertising properties, most recently of junior (8-sheet) poster
operations. In January 1996, Universal completed an acquisition in the
Chicago market. In a transaction with Adsign, Inc. (the "Adsign
Acquisition"), Universal acquired approximately 160 painted bulletin faces
in the Chicago market. In February 1996, Universal entered into an
agreement to acquire operations in the Minneapolis/St. Paul and
Jacksonville (Florida) markets in a stock purchase transaction with NOA
Holding Company, Inc. (the "Naegele Acquisition"). The Naegele Acquisition
was consummated in April 1996, pursuant to which Universal acquired
approximately 2,550 poster faces (of which approximately 1,455 are located
in the Minneapolis/St. Paul market and approximately 1,095 are located in
Jacksonville (Florida) market) and approximately 840 painted bulletin faces
(of which approximately 440 are located in the Minneapolis/St. Paul market
and approximately 400 are located in the Jacksonville (Florida) market).
The purchase price of the Naegele Acquisition was approximately $85
million. Fees and expenses associated with the transaction were
approximately $5 million. In connection therewith, Universal received
commitments from its current lender under the Credit Facility, LaSalle
National Bank ("LaSalle"), and an additional bank, Bankers Trust Company
("Bankers Trust"; together with LaSalle, the "Lenders"), to (i) refinance
the Credit Facility with a revolving credit facility (the "Revolving Credit
Facility") and (ii) provide an additional extension of credit for purposes
of acquisition financing (the "Acquisition Credit Facility"), and,
specifically, the financing, in part, of the Naegele Acquisition. The
Lenders extended a revolving credit line in the amount of $12,500,000 under
the Revolving Credit Facility and an acquisition term loan in the amount of
$75,000,000, as well as an acquisition revolving credit line in the amount
of $12,500,000 for a total commitment of $87,500,000 under the Acquisition
Credit Facility. No amounts were drawn under the Revolving Credit Facility
to finance the Naegele Acquisition; the Revolving Credit Facility is
available to Universal for working capital needs. Approximately $84.5
million was drawn under the Acquisition Credit Facility and was used to
finance the Naegele Acquisition. Each of the Revolving Credit Facility and
the Acquisition Credit Facility are secured by a lien on the assets of
Universal and a pledge of the Stock of Universal's parent, as well as a
pledge of the stock of any wholly-
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<PAGE>
owned subsidiaries of Universal. In addition to the amounts drawn under
the Acquisition Credit Facility, Universal's parent sold a minority portion
of its capital stock. Approximately $30 million in cash proceeds from such
sale were used to finance the remaining amount of the Naegele Acquisition.
At the time of the consummation of such financing, Universal was in full
compliance with all of the covenants of the Credit Agreement and Indenture.
Net cash provided by operating activities increased to $2.9 million
for the three months ended March 31, 1996 from $2.0 million for the 1995
period. Net cash provided by operating activities reflects Universal's net
loss adjusted for non-cash items and the use or source of cash for the net
change in working capital.
Universal's net cash used in investing activities of $15.7 million for
the three months ended March 31, 1996 includes cash used for acquisitions
of $13.6 million and other capital expenditures of $2.0, including the
expenditure of $320,000 for the acquisition of a building in Milwaukee.
Capital expenditures have been made primarily to develop new structures in
each of its markets. Universal intends to continue to develop new
structures in its markets and to consider potential acquisitions in the
Midwestern region and contiguous markets. Management believes that its
internally generated funds, together with available borrowings under the
Credit Facility and the Acquisition Line, will be sufficient to satisfy its
cash requirements, including anticipated capital expenditures, for the
foreseeable future.
For the three months ended March 31, 1996, $12.7 was used in financing
activities primarily due to acquisitions. For the three months ended March
31, 1995, net cash of $96,000 was used in financing activities, primarily
due to expenses associated with the establishment of the Acquisition Line.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
By Written Consent of the Sole Shareholder, dated January 10, 1996
Universal Outdoor Holdings, Inc., the sole shareholder of the Registrant,
elected the following persons directors of the Registrant: Daniel L. Simon,
Brian T. Clingen, William R. Schmidt and Michael J. Roche.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Certain of the documents listed below have heretofore been filed
with the Securities and Exchange Commission either by the Registrant
(Commission File No. 33-72810), and each such document is incorporated
herein by reference as indicated below:
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<PAGE>
NUMBER DESCRIPTION
------ -----------
2.1 NOA Stock Purchase Agreement (incorporated by reference to
Exhibit 2.1 of the Registrant's Form 8-K (Commission File
No. 33-72810) (the "Universal Statement"))
2.2 Amendment to NOA Stock Purchase Agreement (incorporated by
reference to Exhibit 2.2 of the Universal Statement)
3.1(ii) Second Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1(ii) of the Universal
Statement)
3.2(ii) Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2(ii) of the Universal Statement)
10.1 Revolving Credit Agreement of the Registrant (incorporated by
reference to Exhibit 10.1 of the Universal Statement)
10.2 Acquisition Credit Agreement of the Registrant (incorporated by
reference to Exhibit 10.2 of the Universal Statement)
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K - The Registrant filed no Current Reports on Form
8-K for the quarter ended March 31, 1996.
-5-
<PAGE>
SIGNATURE
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.
Universal Outdoor, Inc.
------------------------
(Registrant)
May 15, 1996 /s/ Brian T. Clingen
---------------------------------------------
Brian T. Clingen
Vice President and Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE
------ ----------- ----
2.1 NOA Stock Purchase Agreement (incorporated by reference to
Exhibit 2.1 of the Registrant's Form 8-K (Commission File
No. 33-72810) (the "Universal Statement"))
2.2 Amendment to NOA Stock Purchase Agreement (incorporated by
reference to Exhibit 2.2 of the Universal Statement)
3.1(ii) Second Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1(ii) of the Universal
Statement)
3.2(ii) Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2(ii) of the Universal Statement)
10.1 Revolving Credit Agreement of the Registrant (incorporated by
reference to Exhibit 10.1 of the Universal Statement)
10.2 Acquisition Credit Agreement of the Registrant (incorporated by
reference to Exhibit 10.2 of the Universal Statement)
27 Financial Data Schedule
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<PAGE>
UNIVERSAL OUTDOOR,INC.
BALANCE SHEETS
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 11 $ 19
Accounts receivable, less allowance
for doubtful accounts of $106 4,608 5,059
Other receivables 539 201
Prepaid land rents 1,144 1,043
Prepaid insurance and other 1,264 1,029
------- -------
Total current assets 7,566 7,351
------- -------
PROPERTY AND EQUIPMENT 69,266 55,346
------- --------
OTHER ASSETS:
Noncomplete agreements, net of accumulated
amortization of $4,830 and $4,505 1,670 1,995
Finance costs, net of accumulated
amortization of $943 and $835 3,088 3,196
Excess of cost over fair value of
assets acquired, net of accumulated
amortization of $241 and $230 689 700
Other costs associated with acquisitions,
net of accumulated amortization of $716
and $686 587 525
Deposits 21 20
------- --------
Total other assets 6,055 6,436
------- --------
$82,887 $69,133
------- --------
------- --------
LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long term debt $ 58 $ 58
Accounts payable 1,180 1,225
Accrued interest 2,946 1,054
Accounts payable - affiliates 161 234
Deferred revenue 268 468
Accrued expenses 580 409
------- --------
Total current liabilities 5,193 3,448
------- --------
LONG TERM DEBT, less current maturities 88,873 76,079
------- --------
COMMON STOCKHOLDER'S DEFICIT:
Common stock, $.01 par value, 1,500,000
shares authorized; 437,500
shares issued and outstanding -- --
Additional paid in capital 22,535 22,535
Accumulated deficit (33,714) (32,929)
------- --------
Total common stockholders' deficit (11,179) (10,394)
------- --------
$82,887 $69,133
------- --------
------- --------
-1-
</TABLE>
See accompanying notes to financial statements.
<PAGE>
UNIVERSAL OUTDOOR, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
-------------------
1996 1995
------ ------
<S> <C> <C>
Revenues $9,332 $8,025
Less agency commissions 905 789
------- --------
Net revenues 8,427 7,236
------- --------
Operating expenses:
Direct cost of revenues 3,571 3,108
General and administrative
expenses 1,154 1,043
Depreciation and amortization 2,032 1,737
------- --------
6,757 5,888
------- --------
Operating income 1,670 1,348
------- --------
Other (income) expenses:
Interest expense, including
amortization of bond discount
of $18 and $15 2,309 1,994
Interest expense - amortization
of deferred financing costs 107 91
(Gain) loss on disposal of
assets and other expenses 11 10
------- --------
Total other expense 2,427 2,095
------- --------
Net income (loss) ($ 757) ($ 747)
------- --------
------- --------
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
UNIVERSAL OUTDOOR, INC.
STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For the Years Ended
December 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 757) ($ 747)
Depreciation and amortization 2,157 1,843
Loss (gain) on sale of property and equipment
Changes in assets and liabilities:
Accounts receivable and other receivables 113 (244)
Prepaid land rents, insurance and other (336) (154)
Accounts payable and accrued expenses 126 (339)
Account payable - affiliate (73) (93)
Accrued interest 1,892 1,736
Deferred revenue (200) --
Other (3) 10
--------- --------
Net cash from operating activities 2,919 2,012
--------- --------
CASH FLOWS USED IN FROM INVESTING ACTIVITIES:
Gross capital expenditures (1,966) (576)
Payments for acquisitions (13,621) (1,341)
Other payments (86) --
--------- --------
Net cash used in investing activities (15,673) (1,917)
--------- --------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Deferred financing costs -- (75)
Principal payments of long term debt (33) (33)
Net borrowings (repayments) under credit
agreement 12,809 42
Dividend paid to parent (30) (30)
--------- --------
Net cash provided by/used in financing
activities 12,746 (96)
--------- --------
NET DECREASE IN CASH (8) (1)
CASH, at beginning of period 19 11
--------- --------
CASH, at end of period $ 11 $ 10
--------- --------
--------- --------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period $ 371 $ 246
--------- --------
--------- --------
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
UNIVERSAL OUTDOOR, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS:
The financial statements contained herein have been prepared by
management and are unaudited. The financial statements should be
read in conjunction with the financial statements and the notes
thereto included in the Annual Report on Form 10-K of Universal
Outdoor, Inc. ("Universal") for the year ended December 31, 1995.
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments, considering only of
normal recurring adjustments, necessary to present fairly the
financial position of Universal as of March 31, 1996, and the
results of its operations and its cash flows for the periods
presented herein.
Earnings per share calculations have not been prepared because
Universal is a wholly-owned subsidiary of Universal Outdoor
Holdings, Inc. (The "Holding Company"), and the Holding Company
is closely held and owned by a private investor group.
Accordingly, earnings per share is not required or meaningful.
Prior to the Refinancing Plan, Universal Outdoor, Inc., Universal
Outdoor II Holding Company, Outdoor Properties, Inc., Midwest
Outdoor Management, Inc. and CBT Development, Inc. were under
common ownership and control. In connection with the Refinancing
Plan, (i) a wholly-owned subsidiary of the Holding Company was
merged with and into Universal Outdoor, Inc. Which thereupon
became a wholly-owned subsidiary of the Holding Company and (ii)
Universal Outdoors, Inc. acquired all the assets, in
consideration of the assumption of all the liabilities, of each
of Outdoor Properties, Inc., Midwest Outdoor Management, Inc. and
CBT Development, Inc.
NOTE 2 - REFINANCING PLAN:
Effective November 18, 1993, Universal executed a Refinancing
Plan to extend the average life of its obligations, thereby
enhancing its operations and financial flexibility. As part of
the Refinancing Plan, Universal combined, in a single operating
entity (Universal Outdoor, Inc.) under the Holding Company,
business activities previously conducted by separate affiliated
corporations, repaid certain outstanding indebtedness, issued
$65.0 million Senior Notes due 2003 of Universal Outdoor, Inc.
and replaced its existing bank credit facility. In addition, the
Refinancing Plan provided for the amendment of the terms of the
redeemable preferred stock of the Holding Company to allow the
provisions of the indenture governing the $65.0 million Senior
Notes due 2003 to restrict payments by the operating company to
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<PAGE>
the Holding Company until the $65.0 million Senior Notes due 2003
have been retired.
NOTE 3 - ACQUISITIONS:
In the first quarter of 1996, the Company acquired signboards in
the Chicago market through two asset purchase agreements. In
January, the Company purchased 160 display faces from Adsign,
Inc. for $12.5 million which was paid in cash. In March 1996,
the Company purchased 18 structures from Image Media, Inc. for
$1.2 million which was paid in cash. Both investments were
financed with borrowings against the Acquisition Line of Credit.
In February 1996, the Company entered into an agreement to
purchase all outstanding stock of NOA Holding Company, Inc. for
approximately $85 million. The Company expects fees and expenses
associated with the deal to be $5 million. As a result of the
purposed stock purchase, Universal will acquire signboards in the
Minneapolis/St. Paul, Minnesota and Jacksonville, Florida
markets. The Company expects to finance this acquisition with
$50 million in bank borrowings and $30 milion in cash proceeds
from the purchase of equity of the Holding Company by an investor
group.
NOTE 4 - RELATED PARTY TRANSACTIONS:
In June 1994, Universal's parent entity, the Holding Company,
advanced approximately $1.2 million to Universal in the form of
an intercompany loan which was a portion of the proceeds from the
sale by the Holding Company of its notes and warrants. Universal
does not pay interest on this loan, and as of March 31, 1996,
$155,000 was outstanding.
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
Universal is subject to various litigation in the normal course
of business. Such litigation includes claims by municipalities
that certain outdoor advertising structures should be removed.
The ultimate outcome of current and future litigation cannot be
presently determined. Management believes the outcome of current
litigation will not have a significant impact on Universal.
-5-
<PAGE>
THIS FORM IS A PART OF NEWLY ESTABLISHED POLICY & PROCEDURES
AND IS A PERMANENT PART OF THE DOCUMENT
THIS FORM MUST ACCOMPANY THE DOCUMENT AT ALL TIMES
Network location: H:\DATA\CLIENT\81728UNI.OUT\FS\unaudite.wpd
Client: Universal Outdoor, Inc.
Code: 81728-001-1
Staff name: Pam Strayer Call Ext. #2016
Alternate staff name:
Call Ext. #
PARTNER:
Date(s) and Time(s)
stamped required
------- --------
Date and Time Operator's Requestor's Hour(s)
submitted completed initials initials charged
- --------- --------- -------- -------- -------
8/2/94 12:35 p.m. to 1:45 JGM
8/5/94 2:35 p.m. to 3:05 JGM
8/5/94 4:30 p.m. to 4:45 JGM
8/5/94 7:20 barb
2/22/95 8:02am cc
2/23/95 11:00am rh
4/26/96 6:40 TW
5/9/96 8:45 TW
5/10/96 12:07 cc
5/13/96 7:41AM CC
5/13/96 JGM
-6-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND IN
THE COMPANY'S 10-Q FOR THE YEAR TO DATE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 5253
<ALLOWANCES> 106
<INVENTORY> 2408
<CURRENT-ASSETS> 7566
<PP&E> 109419
<DEPRECIATION> 34098
<TOTAL-ASSETS> 82887
<CURRENT-LIABILITIES> 5193
<BONDS> 88873
0
0
<COMMON> 0
<OTHER-SE> (11179)
<TOTAL-LIABILITY-AND-EQUITY> 82887
<SALES> 9332
<TOTAL-REVENUES> 8427
<CGS> 0
<TOTAL-COSTS> 6757
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2427
<INCOME-PRETAX> (757)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (757)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
