1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998.
OR
[ ] Transition pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
COMMISSION FILE NUMBER 1-2616
SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 38-2730780
(State of Incorporation) (I.R.S. Employer Identification No.)
31700 Middlebelt Road 48334
Suite 145 (Zip Code)
Farmington Hills, Michigan
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (248) 932-3100
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:
16,853,211 shares of Common Stock, $.01 par value as of April 30, 1998
Page 1 of 14
2
SUN COMMUNITIES, INC.
INDEX
PAGES
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PART I
- ------
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 1998 and
December 31, 1997 3
Consolidated Statements of Income for the Periods
Ended March 31, 1998 and 1997 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1998 and 1997 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II
- -------
Item 5. Ratios of Earnings to Fixed Charges 13
Item 6.(a) Exhibits required by Item 601 of Regulation S-K 13
Item 6.(b) Reports on Form 8-K 13
Signatures 14
2
3
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(IN THOUSANDS)
1998 1997
--------- ----------
ASSETS
Investment in rental property, net $ 695,898 $ 634,737
Cash and cash equivalents 10,792 2,198
Investment in affiliates 21,872 16,559
Mortgage notes receivable 15,293 19,269
Other assets 16,949 18,151
--------- ---------
Total assets $ 760,804 $ 690,914
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Line of credit $ 54,000 $ 17,000
Debt 272,890 247,264
Accounts payable and accrued expenses 12,285 8,765
Deposits and other liabilities 10,352 8,853
Distributions payable 9,956 --
--------- ---------
Total liabilities 359,483 281,882
--------- ---------
Minority interests 82,785 82,252
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value, 10,000 shares
authorized; no shares issued and outstanding -- --
Common stock, $.01 par value, 100,000 shares
authorized; 16,852 and 16,587 issued and
outstanding in 1998 and 1997, respectively 168 166
Paid-in capital 364,557 364,050
Officers' notes (11,773) (11,773)
Distributions in excess of accumulated earnings (34,416) (25,663)
--------- ---------
Total stockholders' equity 318,536 326,780
--------- ---------
Total liabilities and stockholders'
equity $ 760,804 $ 690,914
========= =========
The accompanying notes are an integral part of the financial statements.
3
4
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998 1997
------- -------
Revenues:
Income from property $28,605 $22,987
Other income 1,751 406
------- -------
Total revenues 30,356 23,393
------- -------
Expenses:
Property operating and maintenance 6,419 5,147
Real estate taxes 2,167 1,863
General and administrative 1,316 1,078
Depreciation and amortization 5,940 4,821
Interest 5,578 3,445
------- -------
Total expenses 21,420 16,354
------- -------
Income before minority interests 8,936 7,039
Less income allocated to minority interests:
Preferred OP Units 626 626
Common OP Units 1,009 845
------- -------
Net income $ 7,301 $ 5,568
======= =======
Earnings per common share:
Basic $ 0.44 $ 0.36
======= =======
Diluted $ 0.43 $ 0.35
======= =======
Weighted average common shares outstanding 16,682 15,632
======= =======
Distributions declared per common share outstanding $ .49 $ .47
======= =======
The accompanying notes are an integral part of the financial statements.
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5
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS)
1998 1997
--------- ---------
Cash flows from operating activities:
Net income $ 7,301 $ 5,568
Adjustments to reconcile net income to net
cash provided by operating activities:
Income allocated to minority interests 1,009 845
Gain related to mortgage notes receivable (937) --
Depreciation and amortization 5,940 4,821
Deferred financing costs 137 39
(Increase) decrease in other assets 748 (669)
Increase in accounts payable and other liabilities 5,019 4,171
-------- --------
Net cash provided by operating activities 19,217 14,775
-------- --------
Cash flows from investing activities:
Investment in rental properties (39,135) (9,277)
Investment in affiliates (5,313) (4,489)
Proceeds related to mortgage notes receivable 4,913 --
-------- --------
Net cash used in investing activities (39,535) (13,766)
-------- --------
Cash flows from financing activities:
Distributions (8,278) (7,886)
Proceeds from borrowings 37,000 --
Repayment on borrowings (246) --
Stock options and dividend reinvestment plan 509 8,209
Payments for deferred financing costs (73) (16)
-------- --------
Net cash provided by financing activities 28,912 307
-------- --------
Net increase in cash and cash equivalents 8,594 1,316
Cash and cash equivalents, beginning of period 2,198 9,236
-------- --------
Cash and cash equivalents, end of period $ 10,792 $ 10,552
======== ========
Supplemental Information:
OP units issued for rental properties $ 1,704 --
Debt assumed for rental properties $ 16,393 --
Capitalized lease obligation for rental properties $ 9,479 --
The accompanying notes are an integral part of the financial statements
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SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
These unaudited condensed consolidated financial statements of Sun
Communities, Inc., a Maryland Corporation, (the "Company"), have been
prepared pursuant to the Securities and Exchange Commission ("SEC") rules
and regulations and should be read in conjunction with the financial
statements and notes thereto of the Company as of December 31, 1997. The
following notes to consolidated financial statements present interim
disclosures as required by the SEC. The accompanying consolidated
financial statements reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the interim financial
statements. All such adjustments are of a normal and recurring nature.
Certain reclassifications have been made to the prior period financial
statements to conform with current period presentation.
2. RENTAL PROPERTY:
The following summarizes rental property (in thousands):
March 31, December 31,
1998 1997
--------- -----------
Land $ 79,662 $ 67,677
Land improvements and buildings 654,272 598,699
Furniture, fixtures, equipment 13,575 12,676
Property under development 4,023 5,769
-------- -------
751,532 684,821
Accumulated depreciation 55,634 50,084
-------- --------
Rental property, net $695,898 $634,737
======== ========
During the first quarter of 1998, the Company acquired eight communities
comprising 1,800 developed sites and 650 sites suitable for development
for approximately $60 million.
3. DEBT:
The following table sets forth certain information regarding debt (in
thousands):
March 31, December 31,
1998 1997
--------- ------------
Collateralized term loan, interest at 7.01%,
due September 9, 2007 $ 44,776 $ 44,889
Senior notes, interest at 7.375%, due May 1, 2001 65,000 65,000
Senior notes, interest at 7.625%, due May 1, 2003 85,000 85,000
Senior notes, interest at 6.97%, due December 3, 2007 35,000 35,000
Collateralized lease obligations, interest ranging from
6.1% to 6.3%, due March 10, 2001 through
December 1, 2002 26,747 17,375
Mortgage note, interest at 8.24%, due April 1, 2006 7,037 --
Mortgage note, interest at 8.0%, due May 1, 2017 8,351 --
Mortgage note, other 979 --
-------- --------
$272,890 $247,264
======== ========
The Company had $21 million available borrowings under its $75 million
line of credit at March 31, 1998. The Company is negotiating an increase
to its line of credit facility to $100 million. In May 1998, the Company
will repay line of credit borrowings using proceeds received from the
issuance of $65 million of senior notes which bear interest at 6.77% and
mature May 14, 2015.
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SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. NOTES RECEIVABLE:
Notes receivable consisted of the following (amounts in thousands):
March 31, December 31,
1998 1997
--------- ------------
Mortgage notes receivable with minimum monthly interest payments
at 7%, maturing June 30, 2012, collateralized by
manufactured housing/ recreational vehicle communities
located in
Dover, DE(a) $ 15,293 $15,093
Second mortgage and third shared appreciation mortgage notes with
monthly interest payments at an average rate of 17 percent
and excess interest as defined, collateralized by
manufactured housing communities
located in Alberta, Canada -- 4,176
-------- -------
$ 15,293 $19,269
======== =======
(a) The stated interest rate is 12%. The excess of the interest
earned at the stated rate over the pay rate is added to the
principal balance and will also accrue interest at the
stated rate.
The officer notes are 10 year, LIBOR + 1.75% notes, with a minimum and
maximum interest rate of 6% and 9%, respectively, collateralized by
372,206 shares of the Company's common stock and 127,794 OP Units with
substantial personal recourse.
5. OTHER INCOME:
The components of other income are as follows for the three months ended
March 31, 1998 and 1997 (in thousands):
1998 1997
------- ----
Interest $ 447 $436
Gain from mortgage notes receivable 937 --
Equity earnings - SHS 175 43
Other, principally brokerage commissions 192 --
------ ----
$1,751 $479
====== ====
The gain from mortgage notes receivable results from the repayment of the
Company's shared appreciation mortgages on two Canadian communities.
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SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. EARNINGS PER SHARE:
March 31,
1998 1997
---- ----
Earnings used for basic and diluted earnings per
share computation $ 7,301 $ 5,568
======= ========
Total shares used for basic earnings per share 16,682 15,632
Dilutive securities:
Stock options 203 160
------- --------
Total shares used for diluted earnings per share
computation 16,885 15,792
======= ========
Diluted earnings per share reflect the potential dilution that would
occur if securities were exercised or converted into common stock.
Convertible preferred limited partnership interests in Sun Communities
Operating Limited Partnership ("POP Units") are excluded from the
computations as their inclusion would have an antidilutive effect on
earnings per share in 1998 and 1997.
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SUN COMMUNITIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion and analysis of the consolidated financial condition
and results of operations should be read in conjunction with the consolidated
financial statements and the notes thereto. Capitalized terms are used as
defined elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 1998 and 1997
For the three months ended March 31, 1998, income before minority interests
increased by 26.9 percent from $7.0 million to $8.9 million, when compared to
the three months ended March 31, 1997. The increase was due to increased
revenues of $7.0 million while expenses increased by $5.1 million.
Income from property increased by $5.6 million from $23.0 million to $28.6
million or 24.4 percent, due to acquisitions ($4.0 million), lease up of
manufactured home sites ($.5 million) and increases in rents and other community
revenues ($1.1 million).
Other income increased by $1.3 million from $.4 million to $1.7 million. The
three months ended March 31, 1998 include a $.9 million gain from the repayment
of the Company's shared appreciation mortgages on two Canadian communities. $.3
million of the increase in other income relates to the improved results of SHS,
including brokerage commissions.
Property operating and maintenance increased by $1.3 million from $5.1 million
to $6.4 million or 24.7 percent due primarily to acquisitions ($.9 million).
Real estate taxes increased by $.3 million from $1.9 million to $2.2 million or
16.3 percent due primarily to acquisitions ($.2 million).
General and administrative expenses increased by $.2 million from $1.1 million
to $1.3 million or 22.1 percent due primarily to increased staffing to manage
the growth of the company. General and administrative expenses as a percentage
of income from property declined from 4.7 percent to 4.6 percent as a result of
economies of scale resulting from the company's growth.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $5.1 million from $15.3 million to $20.4 million or 33.4 percent
due primarily to acquisitions.
Depreciation and amortization increased by $1.1 million from $4.8 million to
$5.9 million or 23.2 percent due primarily to acquisitions.
Interest expense increased by $2.1 million from $3.5 million to $5.6 million or
61.9 percent primarily due to increased average debt outstanding.
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SUN COMMUNITIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAME PROPERTY INFORMATION
The following table reflects property-level financial information as of and for
the three months ended March 31, 1998 and 1997. The "Same Property" data
represents information regarding the operation of communities owned as of
January 1, 1997. Site, occupancy, and rent data for those communities is
presented as of the last day of each period presented. The table includes sites
where the Company's interest is in the form of shared appreciation mortgage
notes or where the Company is providing financing and managing the properties.
Such amounts relate to the total portfolio data and include 923 and 1,187 sites
in 1998 and 1997, respectively.
SAME PROPERTY TOTAL PORTFOLIO
------------- ---------------
1998 1997 1998 1997
---- ---- ---- ----
Income from property $19,123 $17,815 $28,605 $22,987
------- ------- ------- -------
Property operating expenses:
Property operating and maintenance 3,410 3,268 6,419 5,147
Real estate taxes 1,680 1,561 2,167 1,863
------- ------- ------- -------
Property operating expenses 5,090 4,829 8,586 7,010
------- ------- ------- -------
Property EBITDA $14,033 $12,986 $20,019 $15,977
======= ======= ======= =======
Number of properties 74 74 104 86
Developed sites 24,798 24,239 36,720 30,700
Occupied sites 23,622 22,921 34,122 28,500
Occupancy % 95.3 (1) 94.6 (1) 94.3 (1) 94.7 (1)
Weighted average monthly rent per site $ 262 (1) $ 251 (1) $ 263 (1) $ 254 (1)
Sites available for development 2,200 2,667 4,700 3,552
Sites in development 684 579 1,269 849
(1) Occupancy % and weighted average rent relates to manufactured housing sites,
excluding recreational vehicle sites.
On a same property basis, property revenues increased by $1.3 million from $17.8
million to $19.1 million, or 7.3 percent, due primarily to increases in rents
and occupancy related charges including water and property tax pass through.
Also contributing to revenue growth was the increase of 701 leased sites at
March 31, 1998 compared to March 31, 1997.
Property operating expenses increased by $.3 million from $4.8 million to $5.1
million or 5.4 percent, due to increased occupancies and costs and increases in
assessments and millage rates by local taxing authorities. Property EBITDA
increased by $1.0 million from $13.0 million to $14.0 million, or 8.1 percent.
Sites available for development in the total portfolio increased by 1,148 from
3,552 to 4,700 primarily in conjunction with land acquisitions for new
communities to be developed in Michigan, Texas and Nevada.
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SUN COMMUNITIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $8.6 million to $10.8 million at March
31, 1998 compared to $2.2 million at December 31, 1997 primarily because cash
provided by operating and financing activities exceeded cash used in investing
activities.
Net cash provided by operating activities increased by $4.4 million to $19.2
million for the three months ended March 31, 1998 compared to $14.8 million for
the same period in 1997. Income before minority interests, depreciation and
amortization and gain related to mortgage notes receivable increased by $2.1
million and the remaining balance was attributable to changes in working
capital.
Net cash used in investing activities increased by $25.7 million to $39.5
million from $13.8 million due to $29.9 million related to acquisition
activities offset by $4.9 million from the collection of mortgage notes
receivable.
Net cash provided by financing activities increased by $28.6 million to $28.9
million for the three months ended March 31, 1998 compared to $.3 million for
the same period in 1997. $37.0 million of this increase was due to additional
debt borrowings offset by a $7.7 million reduction in the proceeds received from
stock options and dividend reinvestment plan.
The Company expects to meet its short-term liquidity requirements generally
through its working capital provided by operating activities. The Company
expects to meet certain long-term liquidity requirements such as scheduled debt
maturities and property acquisitions through the issuance of equity or debt
securities, or interests in the Operating Partnership. The Company considers
these sources to be adequate and anticipates they will continue to be adequate
to meet operating requirements, capital improvements, investment in development,
and payment of distributions by the Company in accordance with REIT requirements
in both the short and long term. The Company can also meet these short-term and
long-term requirements by utilizing its $75 million line of credit which bears
interest at LIBOR plus .90% and is due November 1, 1999. The Company is
negotiating an increase to its line of credit facility to $100 million.
In May 1998, the Company issued $65 million of senior notes which bear
interest at 6.77% and mature May 14, 2015. Proceeds from this debt issuance
will be used to repay line of credit borrowings.
At March 31, 1998, the Company's debt to total market capitalization
approximated 32% (assuming conversion of all Common and Preferred OP Units to
shares of common stock), with a weighted average maturity of approximately 5.5
years and a weighted average interest rate of 7.2%.
Recurring capital expenditures approximated $1.0 million for the three months
ended March 31, 1998.
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SUN COMMUNITIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OTHER
Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") as "net income (computed in accordance with
generally accepted accounting principles) excluding gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures." Industry
analysts consider FFO to be an appropriate supplemental measure of the operating
performance of an equity REIT primarily because the computation of FFO excludes
historical cost depreciation as an expense and thereby facilitates the
comparison of REITs which have different cost bases in their assets. Historical
cost accounting for real estate assets implicitly assumes that the value of real
estate assets diminishes predictably over time, whereas real estate values have
instead historically risen or fallen based upon market conditions. FFO does not
represent cash flow from operations as defined by generally accepted accounting
principles and is a supplemental measure of performance that does not replace
net income as a measure of performance or net cash provided by operating
activities as a measure of liquidity. In addition, FFO is not intended as a
measure of a REIT's ability to meet debt principal repayments and other cash
requirements, nor as a measure of working capital. The following table
calculates FFO for the periods ended March 31, 1998 and 1997 (in thousands):
1998 1997
------ ------
Income before allocation to minority interest $ 8,936 $ 7,039
Add depreciation and amortization, net
of corporate office depreciation 5,898 4,791
Deduct distribution to Preferred OP Units (626) (626)
Deduct gain from mortgage notes receivable (937) --
-------- --------
Funds from operations $ 13,271 $ 11,204
======== ========
Weighted average OP Units outstanding
used for basic FFO per share/unit 19,017 18,005
Dilutive securities:
Stock options 203 160
Convertible preferred OP Units 1,197 1,283
-------- ---------
Weighted average OP Units used for
diluted FFO per share/unit 20,417 19,448
======== ========
FFO, per share/unit:
Basic $ 0.70 $ 0.62
======== ========
Diluted $ 0.68 $ 0.61
======== ========
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SUN COMMUNITIES, INC.
PART II
ITEM 5. - RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratios of earnings to fixed charges for the years December 31,
1993, 1994, 1995, 1996, and 1997, and the three months ended March 31, 1998 were
1.05:1, 2.79:1, 3.03:1, 2.49:1, 2.40:1, and 2.28:1, respectively.
ITEM 6.(a) - EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT NO. DESCRIPTION
12.1 Ratios of Earnings to Fixed Charges
27 Financial Data Schedule
ITEM 6.(b) - REPORTS ON FORM 8-K
The Company filed a report on Form 8-K, dated December 31, 1997, with the
Securities and Exchange Commission on January 7, 1998 relating to 1997
acquisitions, as amended by a Report on Form 8-K/A filed on March 16, 1998 to
include financial data for such acquisitions.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 11, 1998
SUN COMMUNITIES, INC.
BY: /s/ Jeffrey P. Jorissen
--------------------------------------
Jeffrey P. Jorissen, Chief Financial Officer
And Secretary
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SUN COMMUNITIES, INC.
EXHIBIT INDEX
PAGE
FILED NUMBER
EXHIBIT NO. DESCRIPTION HEREWITH HEREIN
12.1 Ratio of Earnings to Fixed Charges X 16
27 Financial Data Schedule X
15
1
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
The ratio of earnings to fixed charges for the Company (including its
predecessor-in-interest, Sundance Enterprises, Inc., the partnerships affiliated
with Sundance Enterprises, Inc., and the Company's subsidiaries and
majority-owned partnerships) presents the relationship of the Company's earnings
to its fixed charges. "Earnings" as used in the computation, is based on net
income from continuing operations(which includes a charge to income for
depreciation and amortization expense) before income taxes, plus fixed charges.
"Fixed charges" is comprised of (i) interest charges, whether expensed or
capitalized, and (ii) amortization of loan costs and discounts or premiums
relating to indebtedness of the Company and its subsidiaries and majority-owned
partnerships, excluding in all cases items which would be or are eliminated in
consolidation.
YEAR ENDED
3 MONTHS DECEMBER 31,
ENDED -------------------------------------------------------
3/31/98 1997 1996 1995 1994 1993
-------- ------ ------- ------ ------ ------
(UNAUDITED, IN THOUSANDS)
Earnings:
Net income $ 8,936 $27,927 $21,953(1) $13,591 $ 8,924 $ 288
Add fixed charges other
than capitalized interest 5,578 14,534 11,277 6,420 4,894 5,280
------- ------- ------- ------- ------- -------
$14,514 $42,461 $33,230 $20,011 $13,818 $ 5,568
======= ======= ======= ======= ======= =======
Fixed Charges:
Interest expense $ 5,578 $14,534 $11,277 $ 6,420 $ 4,894 $ 5,280
Preferred OP distribution 626 2,505 1,670 -- -- --
Capitalized interest 150 645 380 192 58 --
------- ------- ------- ------- ------- -------
Total fixed charges $ 6,354 $17,684 $13,327 $ 6,612 $ 4,952 $ 5,280
======= ======= ======= ======= ======= =======
Ratio of Earnings to
Fixed Charges: 2.28:1 2.40:1 2.49:1 3.03:1 2.79:1 1.05:1
(1) Before extraordinary item
16
5
1,000
3-MOS
DEC-31-1998
JAN-01-1998
MAR-31-1998
10,792
0
0
0
0
0
751,532
55,634
760,804
54,000
272,890
0
0
168
318,368
760,804
0
30,356
0
8,586
0
0
5,578
8,936
0
8,936
0
0
0
7,301
0.44
0.43
MARCH 31, 1997 EARNINGS PER SHARE:
BASIC $0.36
DILUTED $0.35
