<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 March 31, 1996
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 number 1-12844
------------------------------------------------------
JDN REALTY CORPORATION
----------------------
(Exact name of registrant as specified in its charter)
Maryland 58-1468053
- - - ------------------------------- ---------------------------------------
(State of Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3340 Peachtree Road, Suite 1530, Atlanta, GA 30326
---------------------------------------------------
(Address of principal executive offices - zip code)
(404) 262-3252
----------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
-------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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
--------- ---------
As of May 1, 1996, 11,012,054 shares of the Registrant's Common Stock, $.01
par value, were outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page No.
--------
Condensed Consolidated Balance Sheets - March 31, 1996 and
December 31, 1995 2
Condensed Consolidated Statements of Income - Three Months Ended
March 31, 1996 and 1995 3
Condensed Consolidated Statements of Cash Flows - Three Months Ended
March 31, 1996 and 1995 4
Notes to Condensed Consolidated Financial Statements 5
1
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JDN REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1996 1995
--------- -----------
(Unaudited)
(In thousands)
ASSETS
Shopping center properties, at cost:
Land $ 40,576 $ 40,576
Buildings and improvements 224,940 223,649
Property under development 18,925 12,593
-------- --------
284,411 276,818
Less: accumulated depreciation and amortization (22,147) (20,312)
-------- --------
Shopping center properties, net 262,294 256,506
Cash and cash equivalents 3,086 3,109
Restricted cash - escrow 3,640 3,060
Rents receivable 1,662 2,628
Investments in and advances to unconsolidated entities 30,347 22,564
Deferred costs, net of amortization 7,105 7,459
Other assets 763 542
-------- --------
$308,897 $295,868
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgage notes payable $119,971 $128,839
Accounts payable and accrued expenses 7,414 5,720
Other liabilities 1,138 1,323
-------- --------
Total Liabilities 128,523 135,882
Shareholders' Equity
Preferred stock, par value $.01 per share -
authorized 20,000,000 shares, none outstanding 0 0
Common stock, par value $.01 per share -
authorized 150,000,000 shares, issued and
outstanding 11,012,054 and 10,012,054 shares
in 1996 and 1995, respectively 110 100
Paid-in capital 187,353 166,975
Accumulated deficit (7,089) (7,089)
-------- --------
Total Shareholders' Equity 180,374 159,986
-------- --------
$308,897 $295,868
======== ========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended March 31,
1996 1995
------------- ------------
(In thousands, except per share amounts)
Revenues:
Minimum and percentage rents $ 7,787 $ 6,552
Recoveries from tenants 854 776
Management fees and other revenue 47 124
------- ------
Total revenues 8,688 7,452
Operating expenses:
Operating and maintenance 607 463
Real estate taxes 464 505
General and administrative 737 685
Depreciation and amortization 1,857 1,556
------- ------
Total operating expenses 3,665 3,209
------- ------
Income from operations 5,023 4,243
Other income (expense):
Interest expense, net (1,499) (2,146)
Other expense, net (11) (21)
Equity in net income of unconsolidated entities 120 0
------- ------
Income before net loss on real estate sales 3,633 2,076
Net loss on real estate sales (15) 0
------- ------
Net income $ 3,618 $2,076
======= ======
Net income per share $ 0.35 $ 0.28
======= ======
Weighted average shares outstanding 10,386 7,531
======= ======
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
JDN REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
------- --------
(In thousands)
<S> <C> <C>
Net cash provided by operating activities $ 7,017 $ 3,651
Cash flows from investing activities:
Development of shopping center properties (6,541) (2,127)
Improvements to shopping center properties (231) (282)
Change in restricted cash for land purchase escrow - 3,619
Investments in and advances to unconsolidated entities (7,783) (9,296)
Other (239) -
-------- -------
Net cash used in investing activities (14,794) (8,086)
Cash flows from financing activities:
Proceeds from mortgage notes payable 13,226 9,658
Principal payments on mortgage notes payable (22,094) (227)
Deferred financing costs (23) (142)
Increase in restricted cash for debt escrow (580) (324)
Proceeds from issuance of common shares,
net of underwriting commissions and
offering expenses 21,780 -
Dividends paid (4,555) (3,294)
Other - (15)
-------- -------
Net cash provided by financing activities 7,754 5,656
-------- -------
Increase in cash and cash equivalents (23) 1,221
Cash and cash equivalents, beginning of period 3,109 437
-------- -------
Cash and cash equivalents, end of period $ 3,086 $ 1,658
======== =======
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
JDN REALTY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1996
1. THE COMPANY
JDN Realty Corporation (the "Company") is a real estate company which
specializes in the development and asset management of retail shopping centers
which are located primarily in the Southeast and are anchored by value-oriented
retailers. As of March 31, 1996, the Company owned and operated, either
directly or through affiliated entities or joint ventures, a total of 42
shopping center properties and had seven shopping centers under construction.
The Company is operating as a real estate investment trust ("REIT") for federal
income tax purposes.
The Company was incorporated in the State of Maryland on December 2, 1993,
by the shareholders of JDN Enterprises, Inc. (the "Principals") and merged with
JDN Enterprises, Inc. ("Enterprises") on December 29, 1993 in order to continue
and expand the real estate businesses of the Principals and Enterprises. On
March 29, 1994, the Company completed an initial public offering of 6,785,000
shares of common stock at $22.00 per share (the "1994 Offering"). On July 26,
1995, the Company completed an offering of 2,479,600 shares of common stock at
$20.25 per share (the "1995 Offering"), and on February 27, 1996, the Company
completed an offering of 1,000,000 shares of common stock at $23.00 per share
(the "1996 Offering"). The net cash proceeds from the 1994 Offering along with
proceeds from a $75 million, seven year, 6.75% fixed-rate term loan were used
primarily to purchase third party or the Principals' interests in certain
shopping centers and to repay all outstanding Company debt. Upon completion of
the 1994 Offering, the Company owned 33 shopping center properties. The net
proceeds from the 1995 Offering and the 1996 Offering were used primarily to
repay interim financing incurred in connection with the Company's development,
redevelopment, expansion and acquisition activities.
In December 1994, the Company participated in the organization of JDN
Development Company, Inc. ("Development Company") in order to enhance its
development flexibility. Development Company is structured such that the
Company owns 99% of the economic interest while J. Donald Nichols, the Company's
Chairman and Chief Executive Officer, owns the remaining 1% and controls
Development Company's operations and activities through his voting common stock
ownership. Current tax laws restrict the ability of REITs to engage in certain
activities, such as the sale of certain properties and third party fee
development; because it is not a REIT, Development Company may engage in real
estate development activities such as the sale of all or a portion of a
development project. As of March 31, 1996, the Company had invested $15.1
million in Development Company in the form of equity capital and secured notes
receivable and $11.4 million in unsecured advances.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial
5
<PAGE>
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The consolidated balance sheet at December 31, 1995 has been derived
from the audited consolidated financial statements at that date. Operating
results for the three month period ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996 or any other interim period. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes. The Company has elected to be taxed as a REIT under the
Internal Revenue Code of 1986 (the "Code") and has operated as such since March
27, 1994. As a result, the Company will not be subject to federal income taxes
to the extent that it distributes annually at least 95% of its taxable income to
its shareholders and satisfies certain other requirements defined in the Code.
Accordingly, no provision has been made for federal income taxes in the
accompanying condensed consolidated financial statements for the periods
presented.
Earnings Per Share. Net income per share for the three months ended March
31, 1996 and 1995 is based on the weighted average number of common shares
outstanding during the respective periods.
Reclassifications. Certain amounts as previously reported have been
reclassified to conform to the current period's presentation.
4. DIVIDENDS
On March 12, 1996, the Company's Board of Directors declared a cash
dividend of $.455 per share, payable April 16, 1996 to shareholders of record on
March 31, 1996.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE COMPANY
JDN Realty Corporation (the "Company") is a real estate company which
specializes in the development and asset management of retail shopping centers
which are located primarily in the Southeast and are anchored by value-oriented
retailers. As of March 31, 1996, the Company owned and operated, either
directly or through affiliated entities or joint ventures, a total of 42
shopping center properties and had seven shopping centers under construction.
The Company is operating as a real estate investment trust ("REIT") for federal
income tax purposes.
The Company was incorporated in the State of Maryland on December 2, 1993,
by the shareholders of JDN Enterprises, Inc. (the "Principals") and merged with
JDN Enterprises, Inc. ("Enterprises") on December 29, 1993 in order to continue
and expand the real estate businesses of the Principals and Enterprises. On
March 29, 1994, the Company completed an initial public offering of 6,785,000
shares of common stock at $22.00 per share (the "1994 Offering"). On July 26,
1995, the Company completed an offering of 2,479,600 shares of common stock at
$20.25 per share (the "1995 Offering"), and on February 27, 1996, the Company
completed an offering of 1,000,000 shares of common stock at $23.00 per share
(the "1996 Offering"). The net cash proceeds from the 1994 Offering along with
proceeds from a $75 million, seven year, 6.75% fixed-rate term loan (the "Term
Debt") were used primarily to purchase third party or Principals' interests in
certain shopping centers and to repay all outstanding Company debt. Upon
completion of the 1994 Offering, the Company owned 33 shopping center
properties. The net proceeds from the 1995 Offering and the 1996 Offering were
used primarily to repay interim financing incurred in connection with the
Company's development, redevelopment, expansion and acquisition activities.
In December 1994, the Company participated in the organization of JDN
Development Company, Inc. ("Development Company") in order to enhance its
development flexibility. Development Company is structured such that the
Company owns 99% of the economic interest while J. Donald Nichols, the Company's
Chairman and Chief Executive Officer, owns the remaining 1% and controls
Development Company's operations and activities through his voting common stock
ownership. Current tax laws restrict the ability of REITs to engage in certain
activities, such as the sale of certain properties and third party fee
development; because it is not a REIT, Development Company may engage in real
estate development activities such as the sale of all or a portion of a
development project. As of March 31, 1996, the Company had invested $15.1
million in Development Company in the form of equity capital and secured notes
receivable and $11.4 million in unsecured advances.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 1996 to the Three Months Ended
March 31, 1995
Minimum and percentage rents increased $1.2 million or 19% to $7.8 million
for the three months ended March 31, 1996 as compared to the same period in
1995. Of this increase, $1.1 million relates to newly developed and redeveloped
properties. The remaining increase is the result of the acquisition of a
shopping center in Goodlettsville, Tennessee, in December 1995.
7
<PAGE>
Recoveries from tenants increased $78,000 or 10% to $854,000 between
periods. Of this increase, $23,000 relates to newly developed and redeveloped
properties and $36,000 relates to the Goodlettsville, Tennessee, acquisition.
The remaining increase relates to recoverable expenses at the remaining
properties.
Management fees and other revenue decreased $77,000 or 62% between periods.
This decrease is the result of a decrease in the number of properties under
third party management and a decrease in development fees earned between
periods.
Operating and maintenance expenses increased $144,000 or 31% between
periods. Of this increase, $90,000 relates to newly developed and redeveloped
properties and $27,000 relates to the Goodlettsville, Tennessee, acquisition.
The remainder relates to increased operating and maintenance expenses at the
existing properties.
Real estate taxes decreased $41,000 or 8% to $464,000 for the three months
ended March 31, 1996 from $505,000 between periods. This decrease is the
result of reductions in assessed values at the Company's existing properties,
partially offset by a $10,000 increase due to newly developed and redeveloped
properties and a $13,000 increase due to the Goodlettsville, Tennessee,
acquisition.
General and administrative expenses increased $52,000 or 7% between
periods. The increase primarily reflects increased compensation expense and
occupancy costs associated with the Company's growth. General and
administrative expenses as a percentage of minimum and percentage rents
decreased from 10.5% for the three months ended March 31, 1995 to 9.5% for the
three months ended March 31, 1996.
Depreciation and amortization expense increased $301,000 or 19% to $1.9
million between periods. Of this increase, $265,000 relates to newly developed
and redeveloped properties and $34,000 relates to the Goodlettsville, Tennessee,
acquisition. The remaining increase relates primarily to amortization of tenant
improvements and tenant allowances for new tenants.
Interest expense decreased $647,000 or 30% between periods as a result of
reduced debt levels resulting from the use of proceeds from the 1995 Offering
and the 1996 Offering (see discussion under "Liquidity and Capital Resources"
below).
Equity in net income of unconsolidated entities represents the Company's
share of the net income of Development Company and two joint ventures formed for
the purpose of developing shopping center properties. These entities were
either not formed or had no significant activity for the period ended March 31,
1995.
Funds From Operations
"Funds from operations" is defined by the National Association of Real
Estate Investment Trusts, Inc. ("NAREIT") to mean net income, computed in
accordance with generally accepted accounting principles, excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. On March 3, 1995, NAREIT adopted the NAREIT White Paper on Funds From
Operations (the "NAREIT White Paper") which provided additional guidance on
the calculation of funds from operations. As a result, the Company has
presented below the revised calculation of funds from operations ("New FFO") and
the calculation previously used ("Old FFO"):
8
<PAGE>
(Dollars in thousands except per share data) Three Months Ended March 31,
----------------------------
1996 1995
---------- -----------
Net income $ 3,618(1) $2,076
Depreciation of real estate assets
Amortization of tenant allowances and tenant 1,747 1,461
improvements 29 25
Amortization of deferred leasing commissions 59 41
Net loss on real estate sales 15 -
Extraordinary items - -
Depreciation of investments in unconsolidated
entities 16 -
------- ------
New FFO (2) 5,484 3,603
Amortization of deferred loan costs 304 434
Other depreciation and amortization 22 29
------- ------
Old FFO $ 5,810 $4,066
======= ======
New FFO per share (2) $0.53 $0.48
======= ======
Old FFO per share $0.56 $0.54
======= ======
Weighted average shares outstanding
(in thousands) 10,386 7,531
======= ======
(1) Included in net income is a net gain of $93 related to sales of parcels of
land adjacent to existing properties or properties under development.
(2) Calculated in accordance with guidelines outlined in the NAREIT White Paper.
Occupancy
The Company's properties were 98.8% leased as of March 31, 1996 and 98.5%
leased as of March 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are cash generated from operating
activities and proceeds from construction loans, a secured line of credit (the
"Bank Credit Facility") and equity offerings. The Company's primary uses of
funds are development, redevelopment, expansion and acquisition of shopping
center properties, distributions to shareholders, scheduled debt amortization,
and capital improvements to its existing shopping center properties. The
Company generally uses funds provided by operations to fund its distributions to
shareholders, capital improvements to existing properties and scheduled
amortization of its indebtedness. The Company uses proceeds from its
construction loans, the Bank Credit Facility, and equity offerings to fund its
development, redevelopment, expansion and acquisition activities.
During the first quarter of 1996, the Company improved its capital
structure by reducing its leverage using proceeds from the 1996 Offering. As a
result of the 1996 Offering, the Company's debt to total market capitalization
ratio decreased from 36.5% at December 31, 1995 to 32.9% at March 31, 1996.
9
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Management believes that the lower leverage will enable the Company to fund its
development activities over the next three quarters without the need to seek
additional equity. Management believes that this lower leverage will also afford
the Company flexibility in timing future equity offerings when market conditions
are most favorable.
Also, during the first quarter of 1996, the Company closed a $16.0
million construction loan secured by its Greenville, North Carolina, property
which bears interest at LIBOR plus 1.50%. This loan reduced the Company's
weighted average spread over LIBOR on its construction loans to 1.62% as of
March 31, 1996.
The Company's total indebtedness as of March 31, 1996 consisted of
the following:
<TABLE>
<CAPTION>
Percent
Principal Interest Maturity of Total
Balance Rate Date Indebtedness
--------- -------- -------- ------------
(in thousands)
<S> <C> <C> <C> <C>
Fixed Rate
- - - ----------
Term Debt $72,449 6.75%(1) 29-Mar-01 60.4%
Mortgage note payable 6,647 6.88% 01-Dec-03 5.5%
-------- ---- -----
79,096 6.76% 65.9%
Floating Rate
- - - -------------
Bank Credit Facility 0 7.51%(2) 30-Jun-98 0.0%
Construction loan - Woodstock, Georgia 2,676 7.06%(3) 02-Aug-97 2.2%
Construction loan - Opelika, Alabama 1,552 7.13%(3) 05-Dec-97 1.3%
Construction loan - Greenville, North Carolina 2,829 6.94%(4) 23-Jan-99 2.4%
Construction loan - Cartersville, Georgia 17,563 7.03%(4) 28-Feb-98 14.6%
Construction loan - Newnan, Georgia 16,255 7.08%(4) 21-Aug-98 13.6%
-------- ---- -----
40,875 7.05% 34.1%
-------- ---- -----
$119,971 6.89% 100.0%
======== ==== =====
</TABLE>
(1) 8.61% when the amortization of deferred loan costs is included
(2) 30-day Eurodollar plus 2.00%
(3) LIBOR plus 1.75%
(4) LIBOR plus 1.50%
Weighted average interest rates at March 31, 1996:
Fixed rate 6.76%(5)
Floating rate 7.05%
Total 6.89%(6)
Weighted average months to maturity: 50
(5) 8.47% when the amortization of deferred loan costs is included
(6) 7.99% when the amortization of deferred loan costs is included
10
<PAGE>
As of March 31, 1996, the Company had $31.1 million available under
the Bank Credit Facility and $17.4 million available under its construction
loans.
As of March 31, 1996, the Company had development activities underway
totaling approximately 1.2 million square feet of gross leasable area which the
Company expects to own. This development activity includes projects undertaken
by the Company directly, through Development Company, or through joint ventures
in which either the Company or Development Company participates directly or
indirectly (the "Joint Ventures"). Management expects completion of these
projects to have a positive effect on cash generated by operating activities.
Additional funding required for these projects is estimated to be $38.3 million.
As of March 31, 1996, the Company, Development Company and the Joint Ventures
had construction loans in place which are expected to fund $19.5 million of
these costs. Management expects to fund the remaining costs of these projects
and costs of any future projects undertaken by the Company or Development
Company with construction loans from financial institutions and advances on its
Bank Credit Facility. If the Company is unable to fund future projects with
construction lending arrangements or advances on its Bank Credit Facility, it
will seek other sources of funding which may include, for example, joint
ventures, public or private placements of equity, or public or private
placements of debt. However, there can be no assurance that these sources will
be available.
In order for the Company to continue to qualify as a REIT, it must
annually distribute at least 95% of its taxable income to shareholders.
Management believes that the Company will meet this requirement in 1996 with
cash generated by operating activities. In addition, management believes that
cash generated by operating activities will be adequate to fund improvements to
the Company's shopping center properties, leasing costs and scheduled debt
amortization in 1996.
In order to meet the Company's long term liquidity requirements,
management anticipates that the Company's cash from operating activities will
continue to increase as a result of new developments, redevelopments,
expansions, acquisitions and improved operations at existing centers. These
activities should enable the Company to make its dividend payments to
shareholders, maintain and improve its properties, make scheduled debt payments,
and obtain debt or equity financing for its development, redevelopment and
acquisition projects. All of the Company's debt requires balloon payments in
the future. The Bank Credit Facility matures in 1998; the Term Debt matures in
2001; construction loans totaling $40.9 million mature in 1997, 1998 and 1999;
and a note payable of $6.6 million matures in 2003. Management intends to
refinance or pay off these loans with proceeds from other sources of capital at
or prior to their respective maturities. Management will evaluate various
alternatives and select the best options based on market conditions at the time.
As noted above, management expects to seek additional equity financing when
market conditions are favorable in order to maintain its debt to total market
capitalization ratio within acceptable limits. However, there can be no
assurance that debt and equity markets will be favorable in the future, and
unfavorable markets could limit the Company's ability to grow its business or
repay or refinance maturing debt.
INFLATION
The Company's leases generally contain provisions designed to mitigate
the adverse impact of inflation on net income. These provisions include clauses
enabling the Company to pass through to tenants certain operating costs,
including real estate taxes, common area maintenance, utilities and insurance,
thereby reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation. Certain of the Company's leases contain
11
<PAGE>
clauses enabling the Company to receive percentage rents based on tenants' gross
sales, which generally increase as prices rise, and, in certain cases,
escalation clauses, which generally increase rental rates during the terms of
the leases. In addition, many of the Company's non-anchor leases are for terms
of less than ten years, which permits the Company to seek increased rents upon
re-leasing at higher market rates.
12
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
During the three months ended March 31, 1996, the Company filed
the following reports on Form 8-K:
(i) Form 8-K dated January 30, 1996 relating to operational
information concerning the Company and the properties owned
or managed by it as of December 31, 1995 in the form of a
Supplemental Information Package.
(ii) Form 8-K dated February 21, 1996 relating to the Company's
execution of an Underwriting Agreement dated February 21,
1996 with Alex. Brown & Sons Incorporated (the "Under-
writer") in connection with the sale by the Company to the
Underwriter of 1,000,000 shares of the Company's common stock
at a price of $23.00 per share, which closed February 27,
1996.
13
<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.
May 9, 1996 /s/ J. Donald Nichols
- - - ----------------------------- -----------------------------
(Date) J. Donald Nichols
Chief Executive Officer
May 9, 1996 /s/ William J. Kerley
- - - ----------------------------- -----------------------------
(Date) William J. Kerley
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<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> 3,086
<SECURITIES> 0
<RECEIVABLES> 1,662
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 284,441
<DEPRECIATION> 22,147
<TOTAL-ASSETS> 308,897
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 110
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 308,897
<SALES> 0
<TOTAL-REVENUES> 8,688
<CGS> 0
<TOTAL-COSTS> 3,665
<OTHER-EXPENSES> 11
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,499
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,618
<EPS-PRIMARY> .35
<EPS-DILUTED> 0
</TABLE>
