SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[x] THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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: 033-78954
SCOTSMAN HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 52-1862719
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8211 TOWN CENTER DRIVE 21236
BALTIMORE, MARYLAND (Zip Code)
(Address of principal executive offices)
(410) 931-6000
(Registrant's telephone number, including area code)
NONE
(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 June 30, 1998, 4,918,335 shares of common stock ("Common Stock")
of the Registrant were outstanding.
<PAGE>
SCOTSMAN HOLDINGS, INC.
INDEX
FORM 10-Q
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1998 1
and December 31, 1997
Consolidated Statements of Operations for the three 2
months ended June 30, 1998 and 1997
Consolidated Statements of Cash Flows for the three 3
months ended June 30, 1998 and 1997
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30,
1998 December 31,
Assets (Unaudited) 1997
------ ----------- ------------
<S><C>
(dollars in thousands)
Cash $ 381 $ 309
Trade accounts receivable, less allowance for
doubtful accounts 31,471 25,537
Prepaid expenses and other current assets 12,488 14,008
Rental equipment, net of accumulated depreciation of
$91,744 in 1998 and $93,623 in 1997 451,177 403,528
Property and equipment, net 41,724 37,105
Deferred financing costs, net 21,011 22,379
Other assets 9,937 11,309
--------- ---------
$ 568,189 $ 514,175
========= =========
Liabilities and Stockholder's Equity
- ------------------------------------
Accounts payable $ 13,077 $ 7,518
Accrued expenses 15,683 14,398
Rents billed in advance 13,841 12,464
Promissory note --- 21,834
Long-term debt 595,412 533,304
Deferred compensation 3,102 2,699
Deferred income taxes 52,771 50,807
--------- ---------
Total liabilities 693,886 643,024
--------- ---------
Stockholder's equity:
Common stock, $.01 par value. Authorized 10,000,000
shares; issued and outstanding 8,228,468 shares 82 82
Additional paid-in capital 164,494 164,494
Retained deficit 5,565 2,358
--------- ---------
170,141 166,934
Less treasury stock, at cost - 3,310,133 shares in 1998
and 3,308,333 in 1997 (295,838) (295,783)
--------- ---------
Net stockholders' deficit (125,697) (128,849)
--------- ---------
$ 568,189 $ 514,175
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
(in thousands except share and per share amounts)
<S><C>
Revenues:
Leasing $ 33,373 $ 29,097 $ 65,234 $ 57,115
Sales:
New units 9,571 9,292 18,741 17,837
Rental equipment 3,832 2,970 7,278 6,191
Delivery and installation 10,941 9,379 18,838 17,552
Other 5,864 5,253 11,643 10,012
-------- -------- -------- --------
Total revenues 63,581 55,991 121,734 108,707
-------- -------- -------- --------
Costs of sales and services:
Leasing:
Depreciation and amortization 6,133 8,120 12,046 16,062
Other direct leasing costs 4,932 4,392 9,686 8,865
Sales:
New units 7,748 7,857 15,250 15,055
Rental equipment 2,887 2,195 5,353 4,761
Delivery and installation 7,551 6,736 13,414 12,861
Other 1,076 1,472 2,354 2,715
-------- -------- -------- --------
Total costs 30,327 30,772 58,103 60,319
-------- -------- -------- --------
Gross profit 33,254 25,219 63,631 48,388
-------- -------- -------- --------
Selling, general and administrative expenses 12,898 11,648 26,532 23,780
Recapitalization expenses --- 5,105 --- 5,105
Other depreciation and amortization 1,894 641 3,433 1,253
Interest, including amortization of deferred
financing costs 14,363 10,235 28,420 17,824
-------- -------- -------- --------
Total operating expenses 29,155 27,629 58,385 47,962
-------- -------- -------- --------
Earnings (loss) before income taxes
and extraordinary item 4,099 (2,410) 5,246 426
Income tax expense (benefit) 1,581 (967) 2,039 158
-------- -------- -------- --------
Earnings (loss) before extraordinary item 2,518 (1,443) 3,207 268
Extraordinary loss on extinguishment of debt, net --- 11,304 --- 11,304
-------- -------- -------- --------
Net earnings (loss) $ 2,518 $(12,747) $ 3,207 $(11,036)
======== ======== ======== ========
Earnings per common share:
Earnings (loss) before extraordinary item $ 0.51 (0.18) 0.65 0.03
Extraordinary (loss) --- (1.44) --- (1.26)
-------- -------- -------- --------
Net earnings (loss) $ 0.51 $ (1.62) $ 0.65 $ (1.23)
======== ======== ======== ========
Earnings per common share, assuming dilution:
Earnings (loss) before extraordinary item $ 0.49 (0.18) 0.62 0.03
Extraordinary loss --- (1.44) --- (1.24)
-------- -------- -------- --------
Net earnings (loss) $ 0.49 $ (1.62) $ 0.62 $ (1.21)
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
(dollars in thousands)
<S><C>
Cash flows from operating activities:
Net earnings (loss) $ 3,207 $ (11,036)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Extraordinary loss on extinguishment of debt --- 18,036
Depreciation and amortization 17,161 18,444
Non-cash charges for interest --- 1,527
Provision for bad debts 1,203 1,214
Deferred income tax expense (benefit) 1,964 (6,651)
Provision for deferred compensation --- 367
Gain on sale of rental equipment (1,925) (1,430)
Increase in net trade accounts receivable (7,137) (4,043)
Decrease (increase) in other assets 1,372 (5,052)
Increase in accrued expenses 1,285 5,593
Other 7,549 (4,964)
--------- ---------
Net cash provided by operating activities 24,679 12,005
--------- ---------
Cash flows from investing activities:
Redemption of certificates of deposit 13 ---
Rental equipment additions (65,048) (41,311)
Proceeds from sales of rental equipment 7,278 6,191
Purchases of property, plant and equipment, net (6,741) (6,023)
--------- ---------
Net cash used in investing activities (64,498) (41,143)
--------- ---------
</TABLE>
(continued)
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<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
Six months ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
(dollars in thousands)
<S><C>
Cash flows from financing activities:
Net (decrease) increase in promissory note payable (21,834) 21,834
Proceeds from long-term debt 186,230 632,025
Repayment of long-term debt (124,122) (423,729)
Increase in deferred financing costs (315) (21,636)
Payments to acquire treasury stock (55) (293,794)
Net proceeds from issuance of common stock --- 126,816
Extraordinary loss on extinguishment of debt --- (12,496)
--------- ---------
Net cash provided by financing activities 39,904 29,020
--------- ---------
Net increase (decrease) in cash 85 (118)
Cash at beginning of period 296 413
--------- ---------
Cash at end of period $ 381 $ 295
========= =========
Supplemental cash flow information:
Cash paid for income taxes $ 85 $ 119
========= =========
Cash paid for interest $ 26,558 $ 10,474
========= =========
See accompanying notes to consolidated financial statements.
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<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share amounts)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Scotsman Holdings, Inc. (Holdings or the Company) was organized in
November, 1993 for the purpose of acquiring Williams Scotsman, Inc.
(Scotsman). The Company conducts business solely as a holding company,
the only significant asset of which is the capital stock of Scotsman.
Therefore, any cash dividends to be paid on the Company's common stock,
or cash interest to be paid on notes of the Company, are dependent upon
the cash flow of Scotsman.
(2) FINANCIAL STATEMENTS
The financial information for the six months ended June 30, 1998 and 1997
has not been audited. In the opinion of management, the unaudited
financial statements contain all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the Company's
financial position as of June 30,1998 and its operating results and cash
flows for the six months ended June 30, 1998 and 1997. The results of
operations for the three and six months periods ended June 30, 1998 and
1997 are not necessarily indicative of the operating results for the full
year.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's latest Form 10-K.
(3) EARNINGS PER SHARE
Earnings per common share is computed by dividing net earnings by the
weighted average number of common shares outstanding during the periods.
The following table sets forth the components of the weighted-average
shares outstanding for the basic and diluted earnings per share
computations:
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<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S><C>
Weighted-average shares -
basic earnings per share 4,919,186 7,849,803 4,919,658 8,981,997
Effect of employee stock options 227,476 --- 228,196 172,950
--------- --------- --------- ---------
Weighted-average shares -
diluted earnings per share 5,146,662 7,849,803 5,147,854 9,154,947
========= ========= ========= =========
</TABLE>
Earnings per share amounts for 1997 have been restated to reflect the
three-for-one stock split that was effected in the form of a 200 percent
dividend which was declared by the Company in December, 1997.
Employee stock options were not included in the computation of diluted
earnings per share for the three months ended June 30, 1997 because the
Company recorded a loss before extraordinary item for that period and,
therefore, the effect would have been antidilutive.
(4) RECAPITALIZATION
Pursuant to a recapitalization agreement, on May 22, 1997, the Company
(i) repurchased 3,210,679 shares of its outstanding common stock for an
aggregate of approximately $293,777 in cash and approximately $21,834 in
promissory notes due January 1998 and (ii) issued 1,475,410 shares of
common stock for an aggregate of approximately $135,000 (or a price of
$91.50 per share) in cash. In related transactions on the same date, (i)
the Company purchased all of its outstanding Series B 11% Senior Notes
due 2004 ($29,292 aggregate principal amount) for approximately $32,251,
including accrued interest and fees, (ii) Scotsman purchased $164,660
aggregate principal amount of its 9 1/2% Senior Secured Notes due 2000
for approximately $179,852, including accrued interest and fees and (iii)
Scotsman repaid all of its outstanding indebtedness ($119,017) under its
prior credit facility. Additionally, in a series of subsequent
transactions, Scotsman purchased the remaining $300 principal amount of
its 9.5% senior secured notes due 2000 for approximately $351, including
accrued interest and fees. In conjunction with the debt extinguishment,
the Company recognized an extraordinary loss of $18,333.
In connection with the recapitalization, (i) Scotsman accelerated the
payment of deferred compensation under its long term incentive plan, (ii)
all outstanding stock options under the Company's employee stock option
plan vested and became immediately exercisable and (iii) Scotsman
canceled a portion of the outstanding stock options. Accordingly, in the
second quarter of 1997, the Company recognized $5,105 of recapitalization
expenses including $2,489 in connection with the acceleration of deferred
compensation and $2,616 in connection with the cancellation of the stock
options.
In order to finance the recapitalization transaction Scotsman issued
$400,000 in 9 7/8% Senior Notes due 2007 and entered into a $300,000
revolving bank facility. Scotsman paid
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<PAGE>
a dividend of $178,749 to the Company to pay recapitalization expenses,
to repurchase the common stock and to purchase the Series B 11% Senior
Notes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared with Three Months Ended June 30,
1997. Revenues in the quarter ended June 30, 1998 were $63.6 million, a $7.6
million or 13.6% increase from revenues of $56.0 million in the same period of
1997. This increase resulted primarily from a $4.3 million or 14.7% increase in
leasing revenue, a $0.9 million or 29.0% increase in used sales revenue, a $1.6
million or 16.7% increase in delivery and sitework revenue, and a $0.6 million
or 11.6% increase in other revenue. The increase in leasing revenue is
attributable to an increase in the average number of units in the fleet of 17.6%
to approximately 50,900 for the second quarter of 1998, combined with stable
fleet utilization of 85%, offset by a slight overall decrease in the average
monthly rental rate. This overall decrease in average monthly rental rate is a
result of modest rate increases in its major products offset by changes in fleet
mix. The increase in used sales revenue is due to the increase in volume of
sales as a result of the growth of the Company's lease fleet as discussed below.
Delivery and sitework revenue increased as a result of the increases in leasing
and sales activity described above. Other revenue increased as a result of
increases in the rental of steps as well as miscellaneous revenue related to
services provided for customer-owned units.
Gross profit for the quarter was $33.3 million, a $8.0 million or 31.9%
increase from the second quarter of 1997. This increase is primarily due to an
increase in leasing gross profit of $5.7 million or 34.5%, an increase in gross
profit from delivery and sitework of $0.7 million or 28.3%, in gross profit from
other revenue of $1.0 million or 26.6%. The increase in leasing gross profit is
due to an increase in the leasing activity described above combined with an
increase in leasing margins from 57.0% for the second quarter of 1997 to 66.8%
for the second quarter of 1998, primarily due to a decrease in depreciation
expense resulting from the change in estimated residual value of rental
equipment made in October 1997. Excluding depreciation and amortization, leasing
margins increased from 84.9% to 85.2%. The increase in the gross profit from
delivery and sitework revenue is due to the increased activity described above,
coupled with margin improvements of 2.8 percemtage points relating to usage of
in-house personnel as opposed to more expensive outside subcontractors. The
increase in gross profit from other revenue is primarily due to the increase of
revenue in this category as described above.
Selling, general and administrative (SG&A) expenses increased by $1.3 million
or 10.7% from the second quarter of 1997. This increase is the result of the
growth experienced by the Company, both in terms of fleet size and number of
branches as compared to the second quarter of 1997. The Company's branch network
has expanded from 67 branches at June 30, 1997 to 76 branches at June 30, 1998
while the fleet has grown by approximately 9,300 units from June 30,
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<PAGE>
1997. The overall increases in SG&A expenses are due to increases in field
related expenses, primarily payroll and occupancy expenses incurred in
connection with this branch expansion.
Interest expense increased by $4.1 million or 40.3% in the second quarter of
1998 from the same period of 1997. This increase is a result of increased
borrowings to finance the recapitalization in May 1997 and as a result of
financing the fleet and branch growth described above.
Six Months Ended June 30, 1998 Compared with Six Months Ended June 30, 1997.
Revenues in the six months ended June 30, 1998 were $121.7 million, a $13.0
million or 12.0% increase from revenues $108.7 million in the six months ended
June 30, 1997. The increase resulted primarily from a $8.1 million or 14.2%
increase in leasing revenue, a $1.1 million or 17.6% increase in used sales
revenue, a $1.3 million or 7.3% increase in delivery and installation revenue
and a $1.6 million or 16.3% increase in other revenue. The increase in leasing
revenue is attributable to an increase in the average number of units in the
lease fleet of 17.0% to approximately 49,400 units for the first six months of
1998 combined with stable utilization of 86%, offset by a slight overall
decrease in the average monthly rental rate. This overall decrease in average
monthly rental rate is a result of modest rate increases in its major products
offset by changes in fleet mix. The increase in used sales revenue is
attributable to the increase in the volume of sales as a result of the growth of
the Company's lease fleet as described below. Delivery and installation revenue
increased as a result of the increases in leasing and sales activity described
above, coupled with margin improvement of 2.1 percentage points relating to
usage of in-house personnel as opposed to more expensive outside subcontractors.
Other revenue increased as a result of increases in the rental of steps as well
as miscellaneous revenue related to services provided for customer-owned units.
Gross profit for the six months ended June 30, 1998 was $63.6 million, a $15.2
million or 31.5% increase from gross profit of $48.4 million during the same
period of 1997. This increase is primarily due to an increase in leasing gross
profit of $11.3 million or 35.1%, an increase in gross profit from new sales of
$0.7 million or 25.5%, an increase in gross profit from delivery and
installation of $0.7 million or 15.6% and an increase in gross profit from other
revenue of $2.0 million or 27.3%. The increase in leasing gross profit is due to
the increase in leasing revenue described above combined with an increase in the
leasing margins from 54.6% in 1997 to 66.7% in 1998, primarily due to the effect
on depreciation expense of the change in the estimated residual value of rental
equipment in October 1997. Excluding depreciation and amortization, leasing
margins increased from 84.5% in 1997 to 85.2% in 1998. The increases in gross
profit from new sales and delivery and installation are due to the increases in
sales and leasing activity described above. The increase in gross profit from
other revenue is primarily due to the increase of revenue in this category as
described above.
Selling, general and administrative (SG&A) expenses increased by $2.8 million
or 11.6% from 1997. This increase is the result of the growth experienced by the
Company, both in terms of fleet size and number of branches as compared to 1997.
As noted above, the Company's branch network has expanded from 67 branches at
June 30, 1997 to 76 branches at June 30, 1998 while the fleet has grown by
approximately 9,300 units from June 30, 1997. The overall increases in
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<PAGE>
SG&A expenses are due to increases in field related expenses, primarily payroll
and occupancy, incurred in connection with this branch expansion.
Interest expense increased by 59.4% to $28.4 million in 1998 from $17.8
million in 1997. This increase is a result of increased borrowings to finance
the recapitalization in May 1997 and as a result of financing the fleet and
branch growth described above.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1998 and 1997, the Company's principal
sources of funds consisted of cash flow from operating and financing sources.
Cash flow from operating activities of $24.7 million and $12.0 million for the
six months ended June 30, 1998 and 1997, respectively, was largely generated by
the rental of units from the Company's lease fleet.
The Company has increased its EBITDA and believes that EBITDA provides the
best indication of its financial performance and provides the best measure of
its ability to meet historical debt service requirements. The Company defines
EBITDA as net income before interest, taxes, depreciation, amortization and
provision for deferred compensation. EBITDA as defined by the Company does not
represent cash flow from operations as defined by generally accepted accounting
principles and should not be considered as an alternative to cash flows as a
measure of liquidity, nor should it be considered as an alternative to net
income as an indicator of the Company's operating performance. The Company's
EBITDA increased by $8.1 million or 19.8% to $49.1 million for the first half of
1998 compared to $41.0 million for the same period of 1997. This increase in
EBITDA is a result of increased leasing activity resulting from the overall
increases in the number of units in the fleet and stable utilization, partially
offset by a slight decline in the average monthly rental rate due to changes in
fleet mix and increased SG&A expenses required to support the increased
activities during the first half of 1998.
Cash flow used in investing activities was $64.5 million and $41.1 million in
the six months ended June 30, 1998 and 1997, respectively. The Company's primary
capital expenditures are for the discretionary purchase of new units for the
lease fleet and units purchased through acquisition. The Company seeks to
maintain its lease fleet in good condition at all times and generally increases
the size of its lease fleet only in those local or regional markets experiencing
economic growth and established unit demand. Cash provided by financing
activities of $39.9 million in the six months ended June 30, 1998 was primarily
from borrowings under the line of credit offset by the repayment of a promissory
note in connection with the recapitalization. Cash provided by financing
activities of $29.0 million in the six months ended June 30, 1997 was from a
series of transactions related to the recapitalization in May 1997.
The Company believes it will have, for the next 12 months, sufficient
liquidity under its revolving line of credit and from cash generated from
operations to meet its expected obligations as they arise.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Scotsman announced that it has signed a definitive agreement to acquire Space
Master International, Inc., a privately held southeastern based lessor of mobile
offices. Following the completion of the transaction, which is expected to close
in the third quarter following regulatory approval, the combined company will
have annual revenues in excess of $325 million and a fleet of approximately
66,000 units. Total consideration is approximately $274 million including debt
to be refinanced.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27 Financial Data Schedule for the quarter ended June 30, 1998
(b) Reports on Form 8-K.
None
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.
SCOTSMAN HOLDINGS, INC.
By: /s/ Gerard E. Keefe
___________________________
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: August 14, 1998
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S><C>
/s/ Gerard E. Keefe
______________________________ Senior Vice President and August 14, 1998
Gerard E. Keefe Chief Financial Officer
/s/ Katherine K. Giannelli
______________________________ Vice President and Controller August 14, 1998
Katherine K. Giannelli
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 381
<SECURITIES> 0
<RECEIVABLES> 32,066
<ALLOWANCES> 595
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 591,599
<DEPRECIATION> 98,698
<TOTAL-ASSETS> 568,189
<CURRENT-LIABILITIES> 0
<BONDS> 595,412
<COMMON> 82
0
0
<OTHER-SE> (125,779)
<TOTAL-LIABILITY-AND-EQUITY> 568,189
<SALES> 121,734
<TOTAL-REVENUES> 121,734
<CGS> 58,103
<TOTAL-COSTS> 58,103
<OTHER-EXPENSES> 29,965
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,420
<INCOME-PRETAX> 5,246
<INCOME-TAX> 2,039
<INCOME-CONTINUING> 3,207
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,207
<EPS-PRIMARY> 0.65
<EPS-DILUTED> 0.62
</TABLE>
