<PAGE> 1
UNITED STATES
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
[ ] 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 1-12386
LEXINGTON CORPORATE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 13-3717318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Lexington Avenue
New York, NY 10017
(Address of principal executive offices) (Zip code)
(212) 692-7260
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common shares, as of the latest practicable date: 17,181,442 common shares, par
value $.0001 per share on May 12, 1999.
<PAGE> 2
PART 1. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1999 (Unaudited) and December 31, 1998
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS: 1999 1998
--------- ------------
<S> <C> <C>
Real estate, at cost $ 688,494 $ 675,793
Less: accumulated depreciation and amortization 71,356 66,076
--------- ---------
617,138 609,717
Cash and cash equivalents 7,026 11,084
Restricted cash 3,292 3,545
Other assets, net 21,355 22,661
--------- ---------
$ 648,811 $ 647,007
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgages payable $ 304,845 $ 300,279
Credit facility 55,621 52,621
Subordinated notes payable, including accrued interest 1,936 1,973
Origination fees payable, including accrued interest 6,837 5,849
Accounts payable and other liabilities 3,422 6,760
--------- ---------
372,661 367,482
Minority interests 71,548 74,381
--------- ---------
444,209 441,863
---------- ---------
Preferred shares, par value $0.0001 per share; authorized 10,000,000
shares. Class A Senior Cumulative Convertible Preferred, liquidation
preference $25,000; 2,000,000 shares issued and outstanding 24,369 24,369
---------- ---------
Shareholders' equity:
Common shares, par value $0.0001 per share, authorized 40,000,000 shares,
17,237,537 and 17,103,532 shares issued and outstanding in 1999 and
1998, respectively 2 2
Additional paid-in-capital 243,632 241,924
Deferred compensation (844) --
Accumulated distributions in excess of net income (60,562) (59,155)
--------- ---------
182,228 182,771
Less: Notes receivable from officers/shareholders (1,995) (1,996)
--------- ---------
Total shareholders' equity 180,233 180,775
--------- ---------
$ 648,811 $ 647,007
========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated
financial statements.
<PAGE> 3
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Quarters ended March 31, 1999 and 1998
(Unaudited and in thousands, except per share data)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
1999 1998
------- -------
<S> <C> <C>
Revenues:
Rental $18,862 $12,977
Interest and other 299 1,003
------- -------
19,161 13,980
------- -------
Expenses:
Interest 7,141 4,645
Depreciation and amortization of real estate 4,439 3,167
Amortization of deferred expenses 243 242
General and administrative 1,010 901
Property operating 463 165
------- -------
13,296 9,120
------- -------
Income before minority interests 5,865 4,860
Minority interests 1,502 798
------- -------
Net income $ 4,363 $ 4,062
======= =======
Net income per common share:
Basic $ 0.22 $ 0.21
Diluted $ 0.22 $ 0.20
</TABLE>
See accompanying notes to unaudited condensed consolidated
financial statements.
<PAGE> 4
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarters ended March 31, 1999 and 1998
(Unaudited and in thousands, except share data)
<TABLE>
<CAPTION>
Quarter Ended
March 31,
1999 1998
-------- --------
<S> <C> <C>
Net cash provided by operating activities $ 9,223 $ 6,231
-------- --------
Cash flows from investing activities:
Additions to real estate assets (7,520) (36,987)
-------- --------
Cash flows from financing activities:
Dividends to common and preferred shareholders (5,770) (5,193)
Increase in escrow deposits -- (12,144)
Repayments on mortgage notes (3,274) (4,029)
Proceeds of mortgages and notes payable 5,175 29,800
Proceeds from issuance of limited partnership units -- 23,449
Cash distributions to minority interests (1,621) (551)
Proceeds from the issuance of common shares, net 190 167
Repurchase of common shares (461) --
Other financing activities, net -- 475
-------- --------
Net cash provided by financing activities (5,761) 31,974
-------- --------
Change in cash and cash equivalents (4,058) 1,218
Cash and cash equivalents, at beginning of period 11,084 3,640
-------- --------
Cash and cash equivalents, at end of period $ 7,026 $ 4,858
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 8,333 $ 5,081
Cash paid during the period for taxes $ 45 $ 15
</TABLE>
Supplemental disclosure of non-cash investing and financing activities:
During 1999, holders of an aggregate of 84,790 partnership units redeemed
such units for common shares of the Company. This redemption resulted in an
increase in shareholders' equity and a corresponding decrease in minority
interest of $1,080.
During 1999, the Company issued 69,850 common shares to certain employees
and trustees resulting in $877 of deferred compensation. These common shares
vest ratably over a 2 to 5 year period.
During 1998, the Company issued 131,000 common shares to two officers in
exchange for notes aggregating $1,998 which mature on February 14, 2003,
bear interest at 7.6% per annum and are secured by the common shares issued.
See accompanying notes to unaudited condensed consolidated
financial statements.
<PAGE> 5
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
(1) The Company
Lexington Corporate Properties Trust (the "Company") is a self-managed
and self-administered real estate investment trust ("REIT") that
acquires, owns and manages a geographically diversified portfolio of
sixty-seven net leased office, industrial and retail properties. The
real properties owned by the Company are subject to triple net leases
to corporate tenants. The Company was organized in 1993 to combine and
continue to expand the business of two affiliated limited partnerships.
The Company has qualified as a real estate investment trust ("REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). A
real estate investment trust is generally not subject to Federal income
tax on that portion of its real estate investment trust taxable income
which is distributed to its shareholders, provided that at least 95% of
taxable income is distributed. Accordingly, no provision for Federal
income taxes has been made.
The unaudited financial statements reflect all adjustments which are,
in the opinion of management, necessary to present a fair statement of
the results for the interim periods. For a more complete understanding
of the Company's operations and financial position, reference is made
to the financial statements previously filed with the Securities and
Exchange Commission with the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
(2) Summary of Significant Accounting Policies
Basis of Presentation and Consolidation. The Company's consolidated
financial statements are prepared on the accrual basis of accounting.
The financial statements reflect the accounts of the Company and its
majority-owned subsidiaries, including Lepercq Corporate Income Fund
L.P. ("LCIF") and Lepercq Corporate Income Fund II L.P. ("LCIF II").
The Company is the sole general partner and majority limited partner of
LCIF and LCIF II.
Earnings Per Share. Basic net income per share is computed by dividing
net income reduced by preferred dividends by the weighted average
number of common shares outstanding during the period.
Diluted net income per share amounts are similarly computed but include
the effect, when dilutive, of in-the-money common share options and the
Company's other dilutive securities. The Company's preferred shares,
exchangeable redeemable secured notes and operating partnership units
are excluded in the 1999 computations since they are anti-dilutive. The
Company's preferred shares and exchangeable redeemable secured notes
are excluded in the 1998 computations since they are anti-dilutive.
<PAGE> 6
The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations for the quarters
ended March 31, 1999 and 1998 (in thousands, except share and per share
data).
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
BASIC
Net income $ 4,363 $ 4,062
Less preferred dividends (630) (609)
------------ ------------
Net income attributed to common shareholders $ 3,733 $ 3,453
============ ============
Weighted average number of common shares outstanding 17,043,056 16,514,711
============ ============
Net income per common share - basic: $ 0.22 $ 0.21
============ ============
DILUTED
Net income attributed to common shareholders $ 3,733 $ 3,453
Add incremental income attributed to assumed
conversion of dilutive securities -- 759
------------ ------------
Net income attributed to common shareholders $ 3,733 $ 4,212
============ ============
Weighted average number of shares used in calculation
of basic earnings per share 17,043,056 16,514,711
Add incremental shares representing:
Shares issuable upon exercise of employee stock options 22,858 208,752
Shares issuable upon conversion of dilutive securities -- 4,151,035
------------ ------------
Weighted average number of shares used in calculation
of diluted earnings per common share 17,065,914 20,874,498
============ ============
Net income per common share - diluted: $ 0.22 $ 0.20
============ ============
</TABLE>
Use of Estimates. Management has made a number of estimates and
assumptions relating to the reporting of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses to prepare these financial statements
in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
Reclassifications. Certain amounts included in the 1998 financial
statements have been reclassified to conform with the 1999
presentation.
(3) Investments in Real Estate
The Company purchased a property in Henderson, North Carolina leased to
Corporate Express Office Products, Inc. for $7.3 million. The lease,
which expires January 31, 2014, provides for annual revenues of
$791,000.
The following unaudited pro forma operating information for the three
months ended March 31, 1999 and 1998 has been prepared as if the 1999
and 1998 acquisitions and dispositions had been consummated as of
January 1, 1998. The information does not purport to be indicative of
what the operating results of the Company would have been had the
<PAGE> 7
acquisitions and dispositions been consummated on that date or to be
indicative of operating results which can be expected for future
periods. The unaudited pro forma amounts are as follows:
<TABLE>
<CAPTION>
($000, except per share data)
Pro forma
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Revenues $ 19,202 $ 19,353
Net income $ 4,374 $ 4,761
Net income per common share:
Basic $ 0.22 $ 0.25
Diluted $ 0.22 $ 0.25
</TABLE>
(4) Minority Interests
In conjunction with several of the Company's acquisitions, sellers were
given interests in LCIF or LCIF II as a form of consideration. All of
such interests are redeemable at certain times for common shares on a
one-for-one basis at various dates through May 2006.
As of March 31, 1999, the total number of limited partnership units of
LCIF and LCIF II outstanding was 6,176,871. These units, subject to
certain adjustments through the date of redemption, have distributions
per unit in varying amounts up to $1.20 per annum. Minority interests
in the accompanying consolidated financial statements include the
interests in such partnerships held by parties other than the Company.
(5) Subsequent Events
The Company obtained a $11.48 million mortgage bearing interest at 7.8%
secured by its Livonia, Michigan Properties. The mortgage, which
matures April 2009, provides for annual principal and interest payments
of approximately $992,000 and a balloon payment at maturity of $10
million.
The Company satisfied its $5.5 million balloon mortgage payment due on
its Phoenix, Arizona Property. The mortgage had an interest rate of
10.75% per annum.
The Company repaid $9.4 million of its outstanding line of credit
borrowings.
The Company declared a dividend of $.30 per share to its common
shareholders of record on April 30, 1999 to be paid on May 17, 1999.
The Company also declared a dividend of $.315 per share to its
preferred shareholders of record on April 30, 1999 to be paid on May
17, 1999.
The Company obtained a $4.7 million mortgage bearing interest at 7.39%
secured by its Henderson, North Carolina Property. The mortgage, which
matures May 2009, provides for annual principal and interest payments
of approximately $417,000 and a balloon payment at maturity of $3.8
million.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
When used in this Form 10-Q Report, the words "believes," "expects," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties which could cause
actual results to differ materially. In particular, among the factors that could
cause actual results to differ materially are continued qualification as a real
estate investment trust, general business and economic conditions, competition,
increases in real estate construction costs, interest rates, accessibility of
debt and equity capital markets and other risks inherent in the real estate
business including tenant defaults, potential liability relating to
environmental matters and illiquidity of real estate investments. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
General
The Company, which has elected to qualify as a real estate investment trust
under the Internal Revenue Code of 1986, acquires and manages net-leased
commercial properties.
As of March 31, 1999, the Company owned sixty-seven real estate properties or
interests therein (the "Properties).
Liquidity and Capital Resources
Real Estate Assets. As of March 31, 1999, the Company's real estate assets were
located in twenty-nine states and contained an aggregate of approximately 11.1
million square feet of net rentable space. The Properties are subject to tenant
triple net leases, which are generally characterized as a lease in which the
tenant pays all or substantially all of the cost and cost increases for real
estate taxes, capital expenditures, insurance and ordinary maintenance of the
Property. Sixty-six of the sixty-seven properties are currently leased.
During the three months ended March 31, 1999, the Company made acquisitions
totaling $7.3 million at an unleveraged average annual yield of 10.84%.
The Company's principal sources of liquidity are revenue generated from the
Properties, interest on cash balances, amounts available under its credit
facility and amounts that may be raised through the sale of securities in
private or public offerings. For the quarter ended March 31, 1999, the leases on
the Properties generated approximately $18.9 million in revenue compared to
$13.0 million during the same period in 1998.
Dividends. The Company has made quarterly distributions since October, 1986
without interruption. The Company paid a dividend of $.27 per share to
shareholders in respect of each of the calendar quarters of 1995 and the first
quarter of 1996; $.28 per share in respect of the second and third quarters of
1996; $.29 per share in respect of the fourth quarter of 1996, each of the
calendar quarters of 1997 and the first and second quarters of 1998 and $0.30
per share in respect of the third and fourth quarters of 1998. The Company
declared a dividend in respect of the first quarter of 1999, in the amount of
$.30 per share to shareholders of record as of April 30, 1999 to be paid on May
17, 1999. The Company's annualized dividend rate is currently $1.20 per share.
UPREIT Structure. The Company's UPREIT structure permits the Company to effect
acquisitions by issuing to a seller, as a form of consideration, interests in
partnerships controlled by the Company. All of such interests are redeemable at
certain times for common shares on a one-for-one basis and all of such interests
require the Company to pay certain distributions to the holders of such
interests. The Company accounts for these interests in a manner similar to a
minority interest holder. The number of common shares that will be outstanding
in the future should be expected to increase, and minority interest expense
should be expected to decrease, from time to time, as such partnership interests
are redeemed for common shares. The table set forth below provides certain
information with respect to such partnership interests as of March 31, 1999.
<PAGE> 9
<TABLE>
<CAPTION>
Current Total
Redeemable Annualized Annualized
for Shares of Number Per Unit Distribution
Common Shares as of: of Units Distribution ($000)
- ------------------- --------- ------------ -------------
<S> <C> <C> <C>
At any time 1,923,582 $1.20 $ 2,308
At any time 1,273,368 1.08 1,375
At any time 134,110 1.12 150
April 1999 480,028 1.20 576
September 1999 1,729,227 1.20 2,075
December 1999 214,802 1.20 258
January 2003 13,698 -- --
March 2004 52,335 0.27 14
March 2004 27,314 -- --
November 2004 35,400 -- --
March 2005 38,661 -- --
January 2006 207,728 -- --
February 2006 34,852 -- --
May 2006 11,766 0.29 3
--------- ----- ---------
Total 6,176,871 $1.09 $ 6,759
========= ===== =========
</TABLE>
Financing
Revolving Credit Facility. As of March 31, 1999, the amount outstanding on the
Company's credit facility was approximately $55.6 million, bore interest at
6.66% per annum and had $3.6 million available for additional borrowings.
Debt Service Requirements. The Company's principal liquidity needs are the
payment of interest and principal on outstanding mortgage debt. As of March 31,
1999, a total of forty-seven properties were subject to outstanding mortgages
which had an aggregate principal amount of $304.8 million. The weighted average
interest rate on the Company's debt including line of credit borrowings, on such
date was approximately 7.67%.
Lease Obligations. Since the Company's tenants bear all or substantially all of
the cost of property maintenance and capital improvements, the Company does not
anticipate significant needs for cash for property maintenance or repairs. The
Company generally funds property expansions with additional secured borrowings,
the repayment of which is funded out of rental increases under the leases
covering the expanded properties.
Impact of Year 2000
The Year 2000 compliance issue concerns the inability of computer systems to
accurately calculate, store or use a date after 1999. This could result in a
system failure or miscalculations causing disruptions of operations. The Year
2000 issue affects virtually all companies and organizations.
The Company has been taking the necessary steps to understand the nature and
extent of the work required to make its core information computer systems and
non-information embedded systems Year 2000 compliant. The Company has determined
that it will not be necessary to modify, update or replace it's computer
hardware and software applications.
The vendor that provides the Company's existing general ledger software has
released a Year 2000 compliant version of its product which the Company is
currently using. The cost of the general ledger system did not have a material
effect on the Company's financial condition or results of operations.
The Company's properties, which have no scheduled lease expirations prior to
August 17, 2000, are subject to net leases and accordingly the Year 2000
compliance of embedded systems (e.g., security, HVAC, fire and elevator systems)
are the responsibility of the tenants. The Company has contacted each of its
tenants asking them to identify and evaluate the changes and modifications
necessary to make these systems compliant for Year 2000 processing. The costs
associated with the effect to make the embedded systems Year 2000 compliant are
the tenant's responsibility. However, no assurances can be given that the
Properties embedded systems will be Year 2000 compliant by December 31, 1999 and
compliance costs, if any, incurred by the Company would not be significant.
<PAGE> 10
The Company is communicating with significant third-party service providers and
vendors with which it does business to determine the efforts being made on their
part for compliance. The Company is attempting to receive compliance
certificates from all third parties that have a material impact on the Company's
operations, but no assurance can be given with respect to the cost or timing of
such efforts or the potential effects of any failure to comply.
Management will closely monitor the Company's entire Year 2000 compliance
function and will develop contingency plans no later than third quarter of 1999,
if necessary.
Results of Operations ($000)
<TABLE>
<CAPTION>
Quarter ended
March 31,
Increase
Selected Income Statement Data 1999 1998 (Decrease)
------- ------- ----------
<S> <C> <C> <C>
Total revenues $19,161 $13,980 $ 5,181
Rental 18,862 12,977 5,885
Interest and other 299 1,003 (704)
Total expenses 13,296 9,120 4,176
Interest 7,141 4,645 2,496
Depreciation & amortization of real estate 4,439 3,167 1,272
General & administrative 1,010 901 109
Net Income 4,363 4,062 301
</TABLE>
Changes in the results of operations for the Company were primarily due to the
growth of its portfolio and costs associated with such growth. The decrease in
interest income and other revenue was primarily due to income recorded on the
Newark, California Property, which was sold during the second quarter of 1998,
and interest income earned on the increased escrow deposits. The increase in
interest expense due to the growth of the Company's portfolio was partially
offset by a reduction in the weighted average interest rate to 7.67% as of March
31, 1999 from 8.04% as of March 31, 1998, due to debt refinancings and
repayments. The Company's general and administrative expenses decreased as a
percentage of revenue to 5.3% for the quarter ended March 31, 1999, from 6.5%
for the quarter ended March 31, 1998 due to the growth of the Company's
portfolio relative to these expenses.
The tenant in the Company's Dallas, Texas Property has been experiencing
liquidity problems. The Company has entered into an agreement with the tenant to
defer $100,000 of its $268,000 monthly rent for the period March 1, 1999 to June
30, 1999.
Funds From Operations
Management believes that Funds From Operations enhances an investor's
understanding of the Company's financial condition, results of operations and
cash flows and believes it is an appropriate performance measure for an equity
REIT which provides an indication of a REIT's ability to make cash
distributions. Funds From Operations is defined by the National Association of
Real Estate Investment Trusts, Inc. (NAREIT) as "net income (or loss) (computed
in accordance with generally accepted accounting principles ("GAAP")), excluding
gains (or losses) from debt restructuring and sales of property, plus real
estate depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures." The Company's method of calculating Funds From
Operations excludes other non-recurring revenue and expense items and may be
different from methods used by other REITs and, accordingly, is not comparable
to such other REITs. Funds From Operations should not be considered an
alternative to net income as an indicator of operating performance or to cash
flows from operating activities as determined in accordance with GAAP, or as a
measure of liquidity to other consolidated income or cash flow statement data as
determined in accordance with GAAP.
<PAGE> 11
The following table reflects the calculation of the Company's Funds From
Operations and cash flow activities for the quarters ended March 31, 1999 and
1998 ($000).
<TABLE>
<CAPTION>
Quarter ended
March 31,
1999 1998
-------- --------
<S> <C> <C>
Net income $ 4,363 $ 4,062
Add back:
Depreciation and amortization of real estate 4,439 3,167
Minority interest's share of net income 1,446 798
-------- --------
Funds From Operations $ 10,248 $ 8,027
======== ========
Cash flows from operating activities $ 9,223 $ 6,231
Cash flows from investing activities (7,520) (36,987)
Cash flows from financing activities (5,761) 31,974
</TABLE>
The Company's dividends paid to shareholders and distributions paid to
unitholders amounted to approximately 73.2% of the Company's Funds From
Operations for the quarter ended March 31, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk relates to its variable rate unsecured
credit facility. As of March 31, 1999 the Company's variable rate indebtedness
represented 15.1% of total long-term indebtedness. During the quarter ended
March 31, 1999 this variable rate indebtedness had a weighted average interest
rate of 6.66%. Had the weighted average interest rate been 100 basis points
higher the Company's net income would have been approximately $140,000 less.
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - not applicable.
ITEM 2. Changes in Securities - not applicable.
ITEM 3. Defaults under the 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 -
Exhibit No. Exhibit
27 Financial Data Schedule as of and for the three
months ended March 31, 1999
(b) Reports on Form 8-K filed during the quarter ended March 31, 1999.
None.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Lexington Corporate Properties Trust
Date: May 13, 1999 By: /s/ E. Robert Roskind
---------------------------------------
E. Robert Roskind
Chairman and Co-Chief Executive Officer
Date: May 13, 1999 By: /s/ Patrick Carroll
---------------------------------------
Patrick Carroll
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONDENSED CONSOLIDATED BALANCE SHEET AND THE CONDENSED CONSOLIDATED STATEMENT OF
INCOME AS OF AND FOR THE QUARTER ENDED MARCH 31, 1999 AS CONTAINED IN THE
COMPANY'S FORM 10-Q FOR SUCH PERIOD AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH (B) FORM 10-Q. DOLLARS ARE IN THOUSANDS, EXCEPT PER SHARE
DATA.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 7,026
<SECURITIES> 0
<RECEIVABLES> 12,279
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 688,494
<DEPRECIATION> 71,356
<TOTAL-ASSETS> 648,811
<CURRENT-LIABILITIES> 0
<BONDS> 369,239
24,369
0
<COMMON> 2
<OTHER-SE> 180,231
<TOTAL-LIABILITY-AND-EQUITY> 648,811
<SALES> 0
<TOTAL-REVENUES> 19,161
<CGS> 0
<TOTAL-COSTS> 4,902
<OTHER-EXPENSES> 243
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,141
<INCOME-PRETAX> 5,865
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,363
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,363
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
