<PAGE> 1
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, 1999
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: 1-12110
CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 76-6088377
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
3 Greenway Plaza, Suite 1300, Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
(713) 354-2500
(Registrant's Telephone Number, Including Area Code)
N/A
(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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of May 1, 1999, there were 41,399,672 shares of Common Shares of Beneficial
Interest, $0.01 par value outstanding.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Real estate assets, at cost:
Land $ 330,850 $ 321,752
Buildings and improvements 1,963,165 1,917,026
------------ ------------
2,294,015 2,238,778
Less: accumulated depreciation (188,163) (167,560)
------------ ------------
Net operating real estate assets 2,105,852 2,071,218
Projects under development, including land 209,953 216,680
Investment in joint ventures 33,546 32,484
------------ ------------
2,349,351 2,320,382
Accounts receivable - affiliates 1,793 831
Notes receivable - affiliates 1,800 1,800
Other assets, net 16,048 15,036
Cash and cash equivalents 4,819 5,647
Restricted cash - escrow deposits 4,005 4,286
------------ ------------
Total assets $2,377,816 $ 2,347,982
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable:
Unsecured $ 655,468 $ 632,923
Secured 357,868 369,645
Accounts payable 20,715 24,180
Accrued real estate taxes 10,742 21,474
Accrued expenses and other liabilities 28,488 28,278
Distributions payable 26,550 25,735
------------ ------------
Total liabilities 1,099,831 1,102,235
Minority Interests
Preferred units 97,936
Common units 69,934 71,783
------------ -----------
Total minority interests 167,870 71,783
7.33% Convertible Subordinated Debentures
3,576 3,576
Shareholders' Equity:
Preferred shares of beneficial interest 42 42
Common shares of beneficial interest 447 447
Additional paid-in capital 1,302,998 1,299,539
Distributions in excess of net income (107,175) (98,897)
Unearned restricted share awards (11,584) (10,039)
Less: treasury shares, at cost (78,189) (20,704)
------------ ------------
Total shareholders' equity 1,106,539 1,170,388
------------ ------------
Total liabilities and shareholders' equity $2,377,816 $ 2,347,982
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 3
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------------
1999 1998
--------- ---------
<S> <C> <C>
REVENUES
Rental income $ 82,134 $ 54,835
Other property income 5,159 3,216
--------- ---------
Total property income 87,293 58,051
Equity in income of joint ventures 516 292
Fee and asset management 950 112
Other income 76 137
--------- ---------
Total revenues 88,835 58,592
--------- ---------
EXPENSES
Property operating and maintenance 25,576 19,318
Real estate taxes 9,201 6,289
General and administrative 2,423 1,451
Interest 13,474 7,754
Depreciation and amortization 21,352 14,488
--------- ---------
Total expenses 72,026 49,300
--------- ---------
Income before gain on sale of a property and minority
interests 16,809 9,292
Gain on sale of a property 720
--------- ---------
Income before minority interests 17,529 9,292
Minority interests
Preferred unit distributions (862)
Minority interest (618) (331)
--------- ---------
Total minority interests (1,480) (331)
--------- ---------
Net income 16,049 8,961
Preferred share dividends (2,343)
--------- ---------
Net income to common shareholders $ 13,706 $ 8,961
========= =========
Basic earnings per share $ 0.32 $ 0.28
Diluted earnings per share $ 0.31 $ 0.27
Distributions declared per common share $ 0.52 $ 0.505
Weighted average number of common shares
outstanding 42,842 31,572
Weighted average number of common and common
dilutive equivalent shares outstanding 45,874 34,267
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 4
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------------
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 16,049 $ 8,961
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 21,352 14,488
Equity in income of joint ventures, net of cash received 274 77
Gain on sale of a property (720)
Minority interest 618 331
Accretion of discount on unsecured notes payable 45 37
Net change in operating accounts (16,008) (14,149)
---------- ----------
Net cash provided by operating activities 21,610 9,745
CASH FLOW FROM INVESTING ACTIVITIES
Increase in real estate assets (51,161) (50,344)
Net proceeds from sale of a property 4,825
Increase in investment in joint ventures (1,336)
Other (568) (204)
---------- ----------
Net cash used in investing activities (48,240) (50,548)
CASH FLOW FROM FINANCING ACTIVITIES
Net (decrease) increase in unsecured lines of credit and short-term borrowings (17,000) 65,000
Proceeds from notes payable 39,500
Proceeds from issuance of preferred units, net 97,936
Repayment of notes payable (11,777) (9,935)
Distributions to common shareholders and minority interests (26,110) (16,805)
Repurchase of common shares (57,485)
Other 738 283
---------- ----------
Net cash provided by financing activities 25,802 38,543
---------- ----------
Net decrease in cash and cash equivalents (828) (2,260)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,647 6,468
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,819 $ 4,208
========== ==========
SUPPLEMENTAL INFORMATION
Cash paid for interest, net of interest capitalized $ 12,221 $ 8,198
Interest capitalized $ 3,879 $ 1,041
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Fair value adjustment from acquisitions of Oasis and Paragon:
Fair value of assets acquired $ 835 $ 1,003
Liabilities assumed $ 835 $ 1,003
Conversion of 7.33% subordinated debentures to common shares, net $ 234
Value of shares issued under benefit plans, net $ 2,663 $ 4,917
Conversion of operating partnership units to common shares $ 423 $ 5,281
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 5
CAMDEN PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM UNAUDITED FINANCIAL INFORMATION
The accompanying interim unaudited financial information has been
prepared according to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted according to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. In the opinion of management, all
adjustments and eliminations, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of Camden Property Trust as
of March 31, 1999 and the results of operations and cash flows for the three
months ended March 31, 1999 and 1998 have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
BUSINESS
We are a Houston-based real estate investment trust ("REIT") and report
as a single business segment with activities related to the ownership,
development, acquisition, management and disposition of multifamily apartment
communities in the Southwest, Southeast, Midwest and Western regions of the
United States. At March 31, 1999, we owned interests in, operated or were
developing 160 multifamily properties containing 56,190 apartment homes located
in nine states. Eleven of our multifamily properties containing 4,700 apartment
homes were under development at March 31, 1999. Two of our newly developed
multifamily properties containing 546 apartment homes were in various stages of
lease-up at March 31, 1999. We have several additional sites which we intend to
develop into multifamily apartment communities.
ACQUISITION OF OASIS RESIDENTIAL, INC.
On April 8, 1998, we acquired, through a tax-free merger, Oasis
Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. The
acquisition increased the size of our portfolio from 100 to 152 completed
multifamily properties, and from 34,669 to 50,183 apartment homes at the date of
acquisition. Each share of Oasis common stock outstanding on April 8, 1998 was
exchanged for 0.759 of a Camden common share. Each share of Oasis Series A
cumulative convertible preferred stock outstanding on April 8, 1998 was reissued
as one Camden Series A cumulative convertible preferred share with terms and
conditions comparable to the Oasis preferred stock. We issued 12.4 million
common shares and 4.2 million preferred shares in exchange for the outstanding
Oasis common and preferred stock, respectively. Approximately $484 million of
Oasis debt, at fair value, was assumed in the merger.
In connection with the merger with Oasis, on June 30, 1998, we completed
a joint venture for an aggregate of $248 million with a private limited
liability company. We retained a 20% interest in the joint venture, which is
included in investment in joint ventures. In this transaction, we transferred 19
apartment communities previously owned by Oasis containing 5,119 apartment homes
in Las Vegas to the joint venture. We did not record any book gain or loss as a
result of this transaction. We continue to provide property management services
for these assets.
REAL ESTATE ASSETS AT COST
We capitalized $6.5 million and $2.7 million in the three months ended
March 31, 1999 and 1998, respectively, of renovation and improvement costs which
we believe extended the economic lives and enhanced the earnings of our
multifamily properties. If we had adopted the accounting policy described below
as of January 1, 1998, the amounts capitalized for the three months ended March
31, 1998 would have been $3.8 million.
<PAGE> 6
Effective April 1, 1998, we implemented prospectively a new accounting
policy where expenditures for carpet, appliances and HVAC unit replacements are
capitalized and depreciated over their estimated useful lives. Previously, all
such replacements had been expensed. We believe that the newly adopted
accounting policy is preferable as it is consistent with standards and practices
utilized by the majority of our peers and provides a better matching of expenses
with the related benefit of the expenditure. The change in accounting principle
is inseparable from the effect of the change in accounting estimate and is
therefore treated as a change in accounting estimate. See New Accounting
Pronouncements below for the effect of this change and our adoption of a new
accounting pronouncement on our financial results for the quarters ended March
31, 1999 and 1998.
PROPERTY OPERATING AND MAINTENANCE EXPENSES
Property operating and maintenance expenses included normal repairs and
maintenance totaling $5.6 million for the three months ended March 31, 1999, and
$3.5 million for the three months ended March 31, 1998.
COMMON SHARE DIVIDEND DECLARATION
In March 1999, we announced that our Board of Trust Managers had
declared a dividend in the amount of $0.52 per share for the first quarter of
1999 which was paid on April 16, 1999 to all common shareholders of record as of
March 31, 1999. We paid an equivalent amount per unit to holders of common
operating partnership units. This distribution to common shareholders and
holders of common operating partnership units equates to an annualized dividend
rate of $2.08 per share or unit.
PREFERRED SHARE DIVIDEND DECLARATION
In March 1999, we announced that our Board of Trust Managers had declared a
quarterly dividend on our preferred shares, which were issued in conjunction
with the merger of Oasis. The dividend in the amount of $0.5625 per share is
payable May 15, 1999 to all preferred shareholders of record as of March 31,
1999.
NEW ACCOUNTING PRONOUNCEMENTS
On March 19, 1998, the Emerging Issues Task Force of the Financial
Accounting Standards Board reached a consensus decision on Issue No. 97-11,
Accounting for Internal Costs Relating to Real Estate Property Acquisitions,
which requires that internal costs of identifying and acquiring operating
properties be expensed as incurred for transactions entered into on or after
March 20, 1998. Prior to our adoption of this policy, we had been capitalizing
such costs. The effect of our adoption of Issue No. 97-11 and the new accounting
policy for carpet, appliances and HVAC unit replacements on the three months
ended March 31, 1999 was to increase the net income to common shareholders by
$884,000 or $0.02 per basic and diluted earnings per share. Had we adopted Issue
No. 97-11 and the new accounting policy as of January 1, 1998, net income to
common shareholders would have increased $650,000 or $0.02 per basic and diluted
earnings per share for the three months ended March 31, 1998.
<PAGE> 7
EARNINGS PER SHARE
The following table presents information necessary to calculate basic
and diluted earnings per share for the quarters ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
BASIC EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding 42,842 31,572
========== ==========
Basic Earnings Per Share $ 0.32 $ 0.28
========== ==========
DILUTED EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding 42,842 31,572
Shares Issuable from Assumed Conversion of:
Common Share Options and Awards Granted 369 396
Operating Partnership Units 2,663 2,299
---------- ----------
Weighted Average Common Shares Outstanding, as Adjusted 45,874 34,267
========== ==========
Diluted Earnings Per Share $ 0.31 $ 0.27
========== ==========
EARNINGS FOR BASIC AND DILUTED COMPUTATION:
Net Income $ 16,049 $ 8,961
Less: Preferred Share Dividends (2,343)
---------- ----------
Net Income to Common Shareholders (Basic Earnings Per Share Computation) 13,706 8,961
Minority Interest 618 331
---------- ----------
Net Income to Common Shareholders, as Adjusted
(Diluted Earnings Per Share Computation) $ 14,324 $ 9,292
========== ==========
</TABLE>
RECLASSIFICATIONS
Certain reclassifications have been made to amounts in prior year
financial statements to conform with current year presentations.
<PAGE> 8
2. NOTES PAYABLE
The following is a summary of our indebtedness:
(In millions)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Senior Unsecured Notes:
65/8% - 71/4% Notes, due 2001-2006 $ 324.0 $ 323.9
6.68% - 7.63% Medium Term Notes, due 2000 - 2009 166.5 127.0
Unsecured Lines of Credit and Short-Term Borrowings 165.0 182.0
---------- -----------
655.5 632.9
Secured Notes - Mortgage loans (43/4% - 85/8%), due 1999 - 2028 357.8 369.7
---------- -----------
Total notes payable $ 1,013.3 $ 1,002.6
========== ===========
Floating rate debt included in notes payable, net of hedging agreement $ 204.2 $ 157.0
Floating rate tax-exempt debt included in mortgage loans (43/4% - 48/10%) $ 64.2 $ 64.3
</TABLE>
During the first quarter of 1999, we issued $39.5 million aggregate
principal amounts of senior unsecured notes from our $196 million medium-term
note shelf registration. These fixed rate notes, due in January 2002 through
January 2009, bear interest at a weighted average rate of 7.07%, payable
semiannually on January 15 and July 15. The net proceeds were used to reduce
indebtedness outstanding under the unsecured lines of credit.
At March 31, 1999, we maintained a $25 million interest rate hedging
agreement which is scheduled to mature in July 2000. The issuing bank has an
option to extend this agreement to July 2002. The LIBOR rate is fixed at 6.1%,
resulting in a fixed rate equal to 6.1% plus the actual LIBOR spread on the
related indebtedness. This swap continues to be used as a hedge to manage the
risk of interest rate fluctuations on the unsecured lines of credit and other
floating rate indebtedness.
At March 31, 1999, the weighted average interest rate on floating rate debt
was 5.68%.
On April 9, 1999, we issued $15 million aggregate principal amounts of
senior unsecured notes from our $196 million medium-term note shelf
registration. These fixed rate notes, due in March 2002, bear interest at a rate
of 6.74%, payable semiannually on March 15 and September 15. The net proceeds
were used to reduce indebtedness outstanding under the unsecured lines of
credit.
On April 15, 1999, we issued from our $500 million shelf registration an
aggregate principal amount of $200 million of five-year senior unsecured notes.
Interest on the notes accrues at an annual rate of 7.0% and is payable
semi-annually on April 15 and October 15, commencing on October 15, 1999. The
notes are direct, senior unsecured obligations and rank equally with all other
unsecured and unsubordinated indebtedness. The notes may be redeemed at any time
at our option subject to a make-whole provision. The proceeds from the sale of
the notes were $197.7 million, net of issuance costs. We used the net proceeds
to reduce $171 million of indebtedness under the unsecured lines of credit and
for general working capital purposes.
<PAGE> 9
3. NET CHANGE IN OPERATING ACCOUNTS
The effect of changes in the operating accounts on cash flows from
operating activities is as follows:
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
----------- ----------
<S> <C> <C>
Decrease (increase) in assets:
Accounts receivable - affiliates $ (816) $ 172
Other assets, net (1,318) 867
Restricted cash - escrow deposits 281 1,491
Increase (decrease) in liabilities:
Accounts payable (3,850) (6,645)
Accrued real estate taxes (10,732) (9,355)
Accrued expenses and other liabilities 427 (679)
----------- ----------
Net change in operating accounts $ (16,008) $ (14,149)
=========== ==========
</TABLE>
4. PREFERRED UNITS
On February 23, 1999, our operating partnership issued $100 million of
8.5% Series B Cumulative Redeemable Perpetual Preferred Units. Distributions
on the preferred units are payable quarterly in arrears. The preferred units
are redeemable for cash by the operating partnership on or after the fifth
anniversary of issuance at par plus the amount of any accumulated and unpaid
distributions. The preferred units are convertible after 10 years by the holder
into our registered preferred shares. The preferred units are subordinate to
present and future debt.
5. RESTRICTED SHARE AND OPTION AWARDS
During the first three months of 1999, we granted 110,806 restricted shares
in lieu of cash compensation to certain key employees and non-employee trust
managers. The restricted shares were issued based on market value at the date of
grant and have vesting periods of up to five years. We also granted 603,071
options with an exercise price equal to the market value on the date of grant.
The options become exercisable in equal increments over three years, beginning
on the first anniversary of the grant. During the three month period ended
March 31, 1999, previously granted options to purchase 257,847 shares became
exercisable and 101,880 restricted shares vested. Subsequent to March 31, 1999,
previously granted options to purchase 407,003 shares became exercisable.
6. COMMON SHARE REPURCHASE PROGRAM
In March 1999, the Board of Trust Managers authorized us to repurchase up
to $50 million of our common shares through open market purchases and private
transactions. This amount is in addition to the initial $50 million the Board of
Trust Managers authorized for repurchase in September 1998. As of March 31,
1999, we had repurchased 3,088,560 common shares for a total cost of $78.2
million. Subsequent to March 31, 1999, we repurchased an additional 234,700
common shares for a total cost of $5.8 million.
7. CONVERTIBLE PREFERRED SHARES
The 4,165,000 preferred shares reissued in conjunction with the Oasis
merger pay a cumulative dividend quarterly in arrears in an amount equal to
$2.25 per share per annum. The preferred shares generally have no voting rights
<PAGE> 10
and have a liquidation preference of $25 per share plus accrued and unpaid
distributions. The preferred shares are convertible at the option of the holder
at any time into common shares at a conversion price of $32.4638 per common
share (equivalent to a conversion rate of 0.7701 per common share for each
preferred share), subject to adjustment in certain circumstances. The preferred
shares are not redeemable prior to April 30, 2001.
8. CONTINGENCIES
Prior to our merger with Oasis, Oasis had been contacted by certain
regulatory agencies with regards to alleged failures to comply with the Fair
Housing Amendments Act (the "Fair Housing Act") as it pertained to nine
properties (seven of which we currently own) constructed for first occupancy
after March 31, 1991. On February 1, 1999, the Justice Department filed a
lawsuit against us and several other defendants in the United States District
Court for the District of Nevada alleging (1) that the design and construction
of these properties violates the Fair Housing Act and (2) that we, through the
merger with Oasis, had discriminated in the rental of dwellings to persons
because of handicap. The complaint requests an order that (i) declares that the
defendants' policies and practices violate the Fair Housing Act; (ii) enjoins
us from (a) failing or refusing, to the extent possible, to bring the dwelling
units and public use and common use areas at these properties and other covered
units that Oasis had designed and/or constructed into compliance with the Fair
Housing Act, (b) failing or refusing to take such affirmative steps as may be
necessary to restore, as nearly as possible, the alleged victims of the
defendants' alleged unlawful practices to positions they would have been in but
for the discriminatory conduct and (c) designing or constructing any
covered multi-family dwellings in the future that do not contain the
accessibility and adaptability features set forth in the Fair Housing Act; and
requires us to pay damages, including punitive damages, and a civil penalty.
We are currently in the process of determining the extent of the alleged
noncompliance and the changes that may be necessitated. At this time, we are not
able to provide an estimate of costs and expenses associated with this matter.
There can be no assurance that we will be successful in the defense of the
Justice Department action.
9. SUBSEQUENT EVENTS
In the ordinary course of our business, we issue letters of intent
indicating a willingness to negotiate for the purchase or sale of multifamily
properties or development land. In accordance with the local real estate market
practice, such letters of intent are non-binding, and neither party to the
letter of intent is obligated to pursue negotiations unless and until a
definitive contract is entered into by the parties. Even if definitive contracts
are entered into, the letters of intent and resulting contracts contemplate that
such contracts will provide the purchaser with time to evaluate the properties
and conduct due diligence and during which periods the purchaser will have the
ability to terminate the contracts without penalty or forfeiture of any deposit
or earnest money. There can be no assurance that definitive contracts will be
entered into with respect to any properties covered by letters of intent or that
we will acquire or sell any property as to which we may have entered into a
definitive contract. Further, due diligence periods are frequently extended as
needed. An acquisition or sale becomes probable at the time that the due
diligence period expires and the definitive contract has not been terminated. We
are then at risk under an acquisition contract, but only to the extent of any
earnest money deposits associated with the contract, and are obligated to sell
under a sales contract.
We are currently in the due diligence period on contracts for the purchase
of land for development. No assurance can be made that we will be able to
complete the negotiations or become satisfied with the outcome of the due
diligence.
We seek to selectively dispose of assets that are either not in our core
markets, have a lower projected net operating income growth rate than the
overall portfolio, or no longer conform to our operating and investment
strategies. The proceeds from these sales may be reinvested in acquisitions or
developments or used to retire debt.
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with all of the
financial statements and notes appearing elsewhere in this report as well as the
audited financial statements appearing in our 1998 Annual Report to
Shareholders. Where appropriate, comparisons are made on a dollars
per-weighted-average-unit basis in order to adjust for changes in the number of
apartment homes owned during each period. The statements contained in this
report that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
differ materially from those included in the forward-looking statements. These
forward-looking statements involve risks and uncertainties including, but not
limited to, the following: changes in general economic conditions, changes in
financial markets and interest rates, our failure to qualify as a real estate
investment trust ("REIT") and unexpected Year 2000 problems.
BUSINESS
We are a Houston-based REIT and report as a single business segment with
activities related to the ownership, development, acquisition, management and
disposition of multifamily apartment communities in the Southwest, Southeast,
Midwest and Western regions of the United States. At March 31, 1999, we owned
interests in, operated or were developing 160 multifamily properties containing
56,190 apartment homes located in nine states. Eleven of our multifamily
properties containing 4,700 apartment homes were under development at March 31,
1999. Two of our newly developed multifamily properties containing 546 apartment
homes were in various stages of lease-up at March 31, 1999. We have several
additional sites which we intend to develop into multifamily apartment
communities.
ACQUISITION OF OASIS RESIDENTIAL, INC.
On April 8, 1998, we acquired, through a tax-free merger, Oasis
Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. The
acquisition increased the size of our portfolio from 100 to 152 completed
multifamily properties, and from 34,669 to 50,183 apartment homes at the date of
acquisition. Each share of Oasis common stock outstanding on April 8, 1998 was
exchanged for 0.759 of a Camden common share. Each share of Oasis Series A
cumulative convertible preferred stock outstanding on April 8, 1998 was reissued
as one Camden Series A cumulative convertible preferred share with terms and
conditions comparable to the Oasis preferred stock. We issued 12.4 million
common shares and 4.2 million preferred shares in exchange for the outstanding
Oasis common and preferred stock, respectively. Approximately $484 million of
Oasis debt, at fair value, was assumed in the merger.
In connection with the merger with Oasis, on June 30, 1998, we completed a
joint venture for an aggregate of $248 million with a private limited liability
company. We retained a 20% interest in the joint venture, which is included in
investment in joint ventures. In this transaction, we transferred 19 apartment
communities previously owned by Oasis containing 5,119 apartment homes in Las
Vegas to the joint venture. We did not record any book gain or loss as a result
of this transaction. We continue to provide property management services for
these assets.
<PAGE> 12
PROPERTY PORTFOLIO
Our multifamily property portfolio, excluding land held for future
development and joint venture properties that we do not manage, is summarized as
follows:
<TABLE>
<CAPTION>
March 31,1999 December 31, 1998
----------------------------- -----------------------------
Apartment Apartment
Homes Properties % (a) Homes Properties % (a)
---------- ----------- ------ ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Operating Properties
Texas
Houston 6,345 15 13% 6,345 15 13%
Dallas (b) 9,381 26 17 9,381 26 17
Austin 1,745 6 4 1,745 6 4
Other 1,641 5 3 1,641 5 3
----------- ------- ------ ----------- ------- -----
Total Texas Operating Properties 19,112 52 37 19,112 52 37
Arizona 2,326 7 5 2,326 7 5
California 1,272 3 3 1,272 3 3
Colorado (b) 1,972 6 3 1,972 6 3
Florida 7,567 18 15 7,261 17 14
Kentucky 1,016 4 2 1,142 5 2
Missouri 3,327 8 7 3,327 8 7
Nevada (b) 12,163 41 14 12,163 41 14
North Carolina (b) 2,735 10 4 2,735 10 4
----------- ------- ------ ----------- ------- -----
Total Operating Properties 51,490 149 90 51,310 149 89
----------- ------- ------ ----------- ------- -----
Properties Under Development
Texas
Houston (c) 1,913 4 4 2,213 5 4
Dallas 600 1 1 600 1 1
----------- ------- ------ ----------- ------- -----
Total Texas Development Properties 2,513 5 5 2,813 6 5
Arizona 325 1 1 325 1 1
California 380 1 1 380 1 1
Colorado 558 2 1 558 2 1
Florida (c) 492 1 1 1,150 3 2
Kentucky 432 1 1 432 1 1
----------- ------- ------ ----------- ------- -----
Total Properties Under Development 4,700 11 10 5,658 14 11
----------- ------- ------ ----------- ------- -----
Total Properties 56,190 160 100% 56,968 163 100%
=========== ======= ====== =========== ======= =====
Less: Joint Venture
Apartment Homes (b) 6,704 6,704
----------- -----------
Total Apartment Homes
- Owned 100% 49,486 50,264
=========== ===========
</TABLE>
(a) Based on number of apartment homes owned 100%.
(b) The figures include properties held in joint ventures as follows: one
property with 708 apartment homes in Dallas and two properties with 556
apartment homes in North Carolina in which we own a 44% interest, one
property with 321 apartment homes in Colorado in which we own a 50%
interest, and 19 properties with 5,119 apartment homes in Nevada in which
we own a 20% interest.
(c) The March 31, 1999 amounts exclude one property with 300 apartment homes
in Houston and one property with 352 apartment homes in Florida which were
previously included as properties under development. These properties are
now classified as land held for future development.
<PAGE> 13
At March 31, 1999, we had two properties under lease-up as follows:
<TABLE>
<CAPTION>
Product Number of % Leased Estimated
Type Apartment Homes at 5/5/99 Date of Date of
Property and Location Completion Stabilization
- ----------------------------------------- ---------- ----------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
The Park at Towne Center
Glendale, AZ Garden 240 95% 4Q98 2Q99
Renaissance Pointe II
Orlando, FL Garden 306 68% 1Q99 3Q99
</TABLE>
At March 31, 1999, we had 11 development properties in various stages of
construction as follows:
<TABLE>
<CAPTION>
Product Number of Estimated Estimated Estimated
Type Apartment Cost Date of Date of
Property and Location Homes ($ millions) Completion Stabilization
- -------------------------------------------- ---------------- ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
The Park at Goose Creek Affordable 272 $ 11.8 2Q99 4Q99
Baytown, TX
The Park at Midtown Urban 337 21.5 2Q99 4Q99
Houston, TX
The Park at Interlocken Garden 340 34.9 3Q99 1Q00
Denver, CO
The Park at Holly Springs Garden 548 37.1 3Q99 3Q00
Houston, TX
The Park at Caley Garden 218 18.3 4Q99 1Q00
Denver, CO
The Park at Oxmoor Garden 432 22.1 4Q99 4Q00
Louisville, KY
The Park at Greenway Urban 756 55.7 4Q99 4Q00
Houston, TX
The Park at Arizona Center Urban 325 22.0 1Q00 4Q00
Phoenix, AZ
The Park at Lee Vista Garden 492 32.8 1Q00 2Q01
Orlando, FL
The Park at Crown Valley Garden 380 42.0 3Q00 2Q01
Mission Viejo, CA
The Park at Farmers Market, Phase I Urban 600 45.9 4Q00 3Q01
Dallas, TX
---------- ----------
Total for 11 development properties 4,700 $ 344.1
========== ===========
</TABLE>
We stage our construction to allow leasing and occupancy during the
construction period which we believe minimizes the lease-up period following
completion of construction. Our accounting policy related to properties in the
development and leasing phase is that all operating expenses, excluding
depreciation, associated with occupied apartment homes are expensed against
revenues generated by those apartment homes as they become occupied. All
construction and carrying costs are capitalized and reported on the balance
sheet in "Projects under development, including land" until such apartment homes
are completed. Upon completion of each building of the project, the total cost
of that building and the associated land is transferred to "Land" and "Buildings
and improvements" and the assets are depreciated over their estimated useful
lives using the straight-line method of depreciation. Upon achieving 90%
occupancy, or one year from opening the leasing office, whichever occurs first,
all apartment homes are considered operating and we begin expensing all items
that were previously considered as carrying costs.
<PAGE> 14
COMPARISON OF THE QUARTER ENDED MARCH 31, 1999 AND MARCH 31, 1998
The changes in operating results from period to period are primarily due to
the Oasis merger, the development of two properties totaling 602 apartment
homes, the acquisition of five properties containing 2,226 apartment homes, the
disposition of seven properties containing 1,520 apartment homes and an increase
in net operating income generated by the stabilized portfolio. The weighted
average number of apartment homes for the first quarter of 1999 increased by
11,732 apartment homes, or35.5%, from 33,009 to 44,741. Total operating
properties were 126 and 97 at March 31, 1999 and 1998, respectively. The 44,741
weighted average apartment homes and the 126 operating properties exclude the
impact of our ownership interest in properties owned in joint ventures.
Rental income per apartment home per month increased $58 or 10.5%, from
$554 to $612 for the first quarters of 1998 and 1999, respectively. The increase
was primarily due to increased revenue growth from the stabilized real estate
portfolio and higher average rental rates on properties added to our portfolio
through the Oasis merger, the five acquired properties and the completion of the
two development properties. Overall average occupancy changed slightly from
93.3% for the quarter ended March 31, 1998 to 93.2% for the quarter ended March
31, 1999.
Other property income increased $1.9 million from $3.2 million to $5.2
million for the quarters ended March 31, 1998 and 1999, respectively. The
increase in other property income was due to a larger number of apartment homes
owned and in operation and a $734,000 increase from new revenue sources such as
telephone, cable and water.
Property operating and maintenance expenses increased $6.3 million from
$19.3 million to $25.6 million, but decreased as a percent of total property
income from 33.3% to 29.3% for the quarters ended March 31, 1998 and 1999,
respectively. Our operating expense ratios decreased primarily as a result of
operating efficiencies resulting from a larger portfolio and the impact of our
April 1, 1998 adoption of a new accounting policy, whereby expenditures for
carpet, appliances and HVAC unit replacements are expensed in the first five
years of a property's life and capitalized thereafter. Prior to the adoption of
this policy, we had been expensing these costs. Had this policy change been
adopted January 1, 1998, the first quarter of 1998 operating expense ratio would
have been 31.4%.
Real estate taxes increased $2.9 million from $6.3 million to $9.2 million
for the first quarters of 1998 and 1999, respectively, which represents an
annual increase of $61 per apartment home. The increase was primarily due to
increases in the valuations of renovated, acquired and developed properties and
increases in property tax rates. This increase per apartment home was partially
offset by lower property taxes in the portfolio added through the Oasis merger.
General and administrative expenses increased $1.0 million from $1.5
million to $2.4 million, and increased as a percent of revenues from 2.5% to
2.7% for the quarters ended March 31, 1998 and 1999, respectively. The
general and administrative expense ratio increase is mainly attributable to the
impact of the Company's March 20, 1998 adoption of Issue No. 97-11, Accounting
for Internal Costs Relating to Real Estate Property Acquisitions, discussed in
Note 1 in the Company's consolidated financial statements, which was partially
offset by efficiencies resulting from operating a larger portfolio.
Interest expense increased from $7.8 million to $13.5 million due to
increased indebtedness related to the Oasis merger, completed developments,
renovations and property acquisitions. Interest capitalized was $3.9 million
and $1.0 million for the quarters ended March 31, 1999 and 1998, respectively.
Depreciation and amortization increased from $14.5 million to $21.4
million. This increase was due primarily to the Oasis merger, developments and
renovations and property acquisitions.
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL STRUCTURE
We intend to continue maintaining what management believes to be a conservative
capital structure by:
(i) using a prudent combination of debt, with common and preferred
equity;
(ii) extending and sequencing the maturity dates of our debt where
possible;
(iii)managing interest rate exposure using fixed rate debt and hedging,
where appropriate;
(iv) borrowing on an unsecured basis in order to maintain a substantial
number of unencumbered assets; and
(v) maintaining conservative coverage ratios.
The interest expense coverage ratio was 3.9 times and 4.1 times for the
quarters ended March 31, 1999 and 1998, respectively. At March 31, 1999 and
1998, 74.3% and 80.9%, respectively, of our properties (based on invested
capital) were unencumbered.
LIQUIDITY
We intend to meet our short-term liquidity requirements through cash flows
provided by operations, our unsecured lines of credit described in the Financial
Flexibility section below and other short-term borrowings. We use common and
preferred equity capital and senior unsecured debt to refinance maturing secured
debt and borrowings under our unsecured lines of credit. As of March 31, 1999,
we had $110 million available under the unsecured lines of credit, $275 million
available under our universal shelf registration, and $29.5 million available
under our medium-term note program. Subsequent to March 31, 1999, we raised an
additional $215 million from the sale of senior unsecured notes and used the net
proceeds to completely pay down the outstanding balance under our unsecured
lines of credit and for general working capital purposes. Finally, we have
significant unencumbered real estate assets which could be sold or used as
collateral for financing purposes should other sources of capital not be
available. We consider our ability to generate cash to be sufficient, and expect
to be able to meet future operating cash requirements and to pay distributions
to shareholders and unitholders.
In March 1999, we announced that our Board of Trust Managers had declared a
dividend in the amount of $0.52 per share for the first quarter of 1999 which
was paid April 16, 1999 to all common shareholders of record as of March 31,
1999. We paid an equivalent amount per unit to holders of the common operating
partnership units. This distribution to common shareholders and holders of
common operating partnership units equates to an annualized dividend rate of
$2.08 per share or unit.
In March 1999, we declared a quarterly dividend on our Series A Cumulative
Preferred Shares, which were issued in conjunction with the merger of Oasis. The
dividend in the amount of $0.5625 per share is payable May 15, 1999 to all
preferred shareholders of record as of March 31, 1999.
FINANCIAL FLEXIBILITY
We concentrate our growth efforts toward selective development and
acquisition opportunities in our current markets, and through the acquisition of
existing operating portfolios and development properties in selected new
markets. During the three months ended March 31, 1999, we incurred $45.0 million
in development costs and no acquisition costs. We are developing eleven
additional properties at an aggregate cost of approximately $344.1 million. We
fund our developments and acquisitions through a combination of equity capital,
partnership units, medium-term notes, construction loans, other debt securities
and the unsecured lines of credit. We also seek to selectively dispose of assets
that are either not in our core markets, have a lower projected net operating
income growth rate than the overall portfolio, or no longer conform to our
<PAGE> 16
operating and investment strategies. Such sales also generate capital for
reinvestment in other acquisitions and new developments.
Our unsecured lines of credit mature January through July 2000. Prior to
maturity, we intend to have these notes extended or renegotiated. The scheduled
interest rates on the loans currently range from LIBOR plus 95 basis points to
Prime. These scheduled rates are subject to change as our credit ratings change.
Advances under the unsecured lines of credit may be priced at the scheduled
rates, or we may enter into bid rate loans with participating banks at rates
below the scheduled rates. These bid rate loans have terms of six months or less
and may not exceed the lesser of $75 million or the remaining amount available
under the unsecured lines of credit. The unsecured lines of credit are subject
to customary financial covenants and limitations.
As an alternative to our unsecured lines of credit, we from time to time
borrow using competitively bid unsecured short-term notes with lenders who may
or may not be a part of the unsecured lines of credit bank groups. Such
borrowings vary in term and pricing and are typically priced at interest rates
below those available under the unsecured lines of credit.
On February 23, 1999, our operating partnership issued $100 million of 8.5%
Series B Cumulative Redeemable Perpetual Preferred Units. Distributions on the
preferred units are payable quarterly in arrears. The preferred units are
redeemable for cash by the operating partnership on or after the fifth
anniversary of issuance at par plus the amount of any accumulated and unpaid
distributions. The preferred units are convertible after 10 years by the holder
into our registered preferred shares. The preferred units are subordinate to
present and future debt.
At March 31, 1999, we maintained a $25 million interest rate hedging
agreement which is scheduled to mature in July 2000. The issuing bank has an
option to extend this agreement to July 2002. The LIBOR rate is fixed at 6.1%,
resulting in a fixedrate equal to 6.1% plus the actual LIBOR spread on the
related indebtedness. This swap continues to be used as a hedge to manage the
risk of interest rate fluctuations on the unsecured lines of credit and other
floating rate indebtedness.
At March 31, 1999, the weighted average interest rate on floating rate debt
was 5.68%.
On April 9, 1999, we issued $15 million principal amounts of senior
unsecured notes from our $196 million medium-term note shelf registration.
These fixed rate notes, due in March 2002, bear interest at a rate of 6.74%,
payable semiannually on March 15 and September 15. The net proceeds were used to
reduce indebtedness outstanding under the unsecured lines of credit.
On April 15, 1999, we issued from our $500 million shelf registration an
aggregate principal amount of $200 million of five-year senior unsecured notes.
Interest on the notes accrues at an annual rate of 7.0% and is payable
semi-annually on April 15 and October 15, commencing on October 15, 1999. The
notes are direct, senior unsecured obligations and rank equally with all other
unsecured and unsubordinated indebtedness. The notes may be redeemed at any time
at our option subject to a make-whole provision. The proceeds from the sale of
the notes were $197.7 million, net of issuance costs. We used the net proceeds
to reduce $171 million of indebtedness under the unsecured lines of credit and
for general working capital purposes.
FUNDS FROM OPERATIONS
Management considers FFO to be an appropriate measure of performance of an
equity REIT. The National Association of Real Estate Investment Trusts currently
defines FFO as net income (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from debt restructuring and
sales of property, plus real estate depreciation and amortization, and after
<PAGE> 17
adjustments for unconsolidated partnerships and joint ventures. In addition,
extraordinary or unusual items, along with significant non-recurring events that
materially distort the comparative measure of FFO are typically disregarded in
our calculation. Our definition of FFO also assumes conversion at the beginning
of the period of all convertible securities, including minority interest, which
are convertible into common equity.
We believe that in order to facilitate a clear understanding of our
consolidated historical operating results, FFO should be examined in conjunction
with net income as presented in the consolidated financial statements and data
included elsewhere in this report. FFO is not defined by generally accepted
accounting principles. FFO should not be considered as an alternative to net
income as an indication of our operating performance or to net cash provided by
operating activities as a measure of our liquidity. Further, FFO as disclosed
by other REITs may not be comparable to our calculation. Our FFO for the three
months ended March 31, 1999 increased $13.9 million over the three months ended
March 31, 1998, primarily due to the Oasis merger, property acquisitions and
sales, developments and improvements in the performance of the stabilized
properties in our portfolio.
The calculation of FFO for the three months ended March 31, 1999 and 1998
follows:
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
---------- ----------
<S> <C> <C>
Net income to common shareholders $ 13,706 $ 8,961
Real estate depreciation 20,964 14,200
Minority interest 618 331
Preferred share dividends 2,343
Real estate depreciation from unconsolidated ventures 825 336
Gain on sale a property (720)
Interest on convertible subordinated debentures 66 109
Amortization of deferred costs on convertible debentures 6 11
---------- -----------
Funds from operations $ 37,808 $ 23,948
========== ===========
Weighted average number of common and common
equivalent shares outstanding 49,230 34,515
</TABLE>
INFLATION
We lease apartments under lease terms generally ranging from six to
thirteen months. Management believes that such short-term lease contracts lessen
the impact of inflation due to our ability to adjust rental rates to market
levels as leases expire.
YEAR 2000 CONVERSION
We have recognized the need to ensure that our computer equipment and
software ("computer systems"), other equipment and operations will not be
adversely impacted by the change to the calendar Year 2000. As such, we have
taken steps to identify and resolve potential areas of risk by implementing a
comprehensive Year 2000 action plan. The plan is divided into four phases:
identification, assessment, notification/certification, and testing/contingency
plan development; and includes three major elements: computer systems, other
equipment and third parties. We are on the fourth phase for our computer
systems, and the third phase for our other equipment and third party services.
<PAGE> 18
We believe that the Year 2000 issue will not pose significant operating
problems for our computer systems, since the significant computer equipment and
software products we utilize are already compliant or were converted or modified
as part of system upgrades unrelated to the Year 2000 issue. We are in the
process of developing a contingency plan which will permit our primary computer
systems operations to continue if the on-going testing of such conversions and
modifications reveals any Year 2000 issues presently unknown to us.
Our total cost of addressing the Year 2000 issues with respect to our
own computer systems, other equipment and operations is expected to be minimal
because we are not performing our computer systems upgrades and conversions to
address the Year 2000 issues. Additionally, the majority of Year 2000 issues are
being addressed by use of internal resources and we do not separately track such
internal costs which are principally payroll and related costs. Our minimal cost
estimate does not include time and costs that may be incurred by us as a result
of the failure of any third parties to become Year 2000 ready or costs to
implement any contingency plans.
We are communicating with our key third party service providers and
vendors, including those who have previously sold equipment to us, to obtain
information and compliance certificates, if possible, regarding their state of
readiness with respect to the Year 2000 issue. Failure of certain third parties
to remediate Year 2000 issues affecting their respective businesses on a timely
basis, or to implement contingency plans sufficient to permit uninterrupted
continuation of their businesses in the event of a failure of their systems,
could have a material adverse impact on our business and results of operations.
However, failure of third parties to remediate Year 2000 issues affecting our
previously purchased equipment is not expected to have a material adverse impact
on our business or results of operations. Final determination of third party
Year 2000 readiness is expected to be substantially complete in mid-1999,
however, none of the responses received from third party service providers as of
May 13, 1999 have indicated any problem with bringing their services into Year
2000 compliance. We intend to continue to monitor the progress made by third
parties, test critical system interfaces and formulate appropriate contingency
and business continuation plans to address third party issues identified through
our evaluations and assessments.
We presently believe that the most reasonably likely worst case
scenario with respect to the Year 2000 issues is the failure of third party
service providers, including utility suppliers and banks, to become Year 2000
compliant. This could result in interruptions in services to our apartment
communities for a period of time and could adversely affect our access to credit
and money markets which, in turn, could result in loss of normal operating
capacity. If our computer systems completely fail, we would be able to continue
affected functions either manually or through non-Year 2000 compliant systems.
We do not believe that the increased costs associated with such interruptions
could exceed $1 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes have occurred since our Annual Report on Form 10-K
for the year ended December 31, 1998.
<PAGE> 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Statement regarding Computation of Earnings Per Common
Share
27.1 Financial Data Schedule (filed only electronically with
the Commission)
(b) Reports on Form 8-K
Current Report on Form 8-K dated February 23, 1999 and filed
with the Commission on March 10, 1999, contained information
under Item 5 (Other Events) and Item 7 (Financial
Statements, Pro Forma Financial Information and Exhibits).
Amendment No. 1 to Current Report on Form 8-K/A dated June
30, 1998 and filed with the commission on March 10, 1999,
contained information under Item 7 (Financial Statement, Pro
Forma Financial Information and Exhibits).
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on our behalf by the
undersigned thereunto duly authorized.
CAMDEN PROPERTY TRUST
/s/ G. Steven Dawson May 13, 1999
- --------------------------------------- -----------------------------
G. Steven Dawson Date
Sr. Vice President of Finance,
Chief Financial Officer and Treasurer
(Duly Authorized Officer and
Principal Financial and Accounting Officer)
<PAGE> 1
EXHIBIT 11.1
CAMDEN PROPERTY TRUST
COMPUTATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
------------------------------
1999 1998
---------- ----------
<S> <C> <C>
BASIC EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding 42,842 31,572
========== ==========
Basic Earnings Per Share $ 0.32 $ 0.28
========== ==========
DILUTED EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding 42,842 31,572
Shares Issuable from Assumed Conversion of:
Common Share Options and Awards Granted 369 396
Operating Partnership Units 2,663 2,299
---------- ----------
Weighted Average Common Shares Outstanding, as Adjusted 45,874 34,267
========== ==========
Diluted Earnings Per Share $ 0.31 $ 0.27
========== ==========
EARNINGS FOR BASIC AND DILUTED COMPUTATION:
Net Income $ 16,049 $ 8,961
Less: Preferred Share Dividends (2,343)
---------- ----------
Net Income to Common Shareholders (Basic Earnings Per Share Computation) 13,706 8,961
Minority Interest 618 331
---------- ----------
Net Income to Common Shareholders, as Adjusted (Diluted Earnings Per
Share Calculation) $ 14,324 $ 9,292
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,824
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,537,514
<DEPRECIATION> 188,163
<TOTAL-ASSETS> 2,377,816
<CURRENT-LIABILITIES> 0
<BONDS> 1,013,336
0
42
<COMMON> 447
<OTHER-SE> 1,106,050
<TOTAL-LIABILITY-AND-EQUITY> 2,377,816
<SALES> 0
<TOTAL-REVENUES> 88,835
<CGS> 0
<TOTAL-COSTS> 34,777
<OTHER-EXPENSES> 21,352
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,474
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,049
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.31
</TABLE>
