10-Q 1 0001.txt CAMDEN PROPERTY TRUST - 06/30/2000 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 June 30, 2000 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 July 31, 2000, there were 38,234,795 shares of Common Shares of Beneficial Interest, $0.01 par value per share, outstanding. 1 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CAMDEN PROPERTY TRUST CONSOLIDATED BALANCE SHEETS (In thousands)
ASSETS June 30, December 31, 2000 1999 ---------------- --------------- (Unaudited) Real estate assets, at cost: Land $ 362,735 $ 354,833 Buildings and improvements 2,192,795 2,122,793 --------------- -------------- 2,555,530 2,477,626 Less: accumulated depreciation (301,384) (253,545) --------------- -------------- Net operating real estate assets 2,254,146 2,224,081 Properties under development, including land 154,133 178,539 Investment in joint ventures 21,090 21,869 --------------- -------------- Total real estate assets 2,429,369 2,424,489 Accounts receivable - affiliates 2,508 2,228 Notes receivable: Affiliates 1,800 1,800 Other 40,742 34,442 Other assets, net 24,883 14,744 Cash and cash equivalents 3,012 5,517 Restricted cash 5,183 4,712 --------------- -------------- Total assets $ 2,507,497 $ 2,487,932 =============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Notes payable: Unsecured $ 872,821 $ 820,623 Secured 341,960 344,467 Accounts payable 20,474 20,323 Accrued real estate taxes 20,738 24,485 Accrued expenses and other liabilities 34,482 33,987 Distributions payable 28,970 27,114 --------------- -------------- Total liabilities 1,319,445 1,270,999 Minority Interests: Units convertible into perpetual preferred shares 149,815 132,679 Units convertible into common shares 61,971 64,173 --------------- ------------- Total minority interests 211,786 196,852 7.33% Convertible Subordinated Debentures 2,547 3,406 Shareholders' Equity: Convertible preferred shares of beneficial interest 42 42 Common shares of beneficial interest 449 448 Additional paid-in capital 1,310,938 1,303,645 Distributions in excess of net income (152,489) (132,198) Unearned restricted share awards (12,138) (8,485) Less: treasury shares, at cost (173,083) (146,777) --------------- -------------- Total shareholders' equity 973,719 1,016,675 --------------- -------------- Total liabilities and shareholders' equity $ 2,507,497 $ 2,487,932 =============== ==============
See Notes to Consolidated Financial Statements. 2 CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)
Three Months Six Months Ended June 30, Ended June 30, -------------------------- ------------------------- 2000 1999 2000 1999 ------------ ----------- ----------- ------------ Revenues Rental income $ 91,660 $ 83,695 $ 181,178 $ 165,829 Other property income 6,613 5,420 12,976 10,579 ------------ ---------- ----------- ----------- Total property income 98,273 89,115 194,154 176,408 Equity in income of joint ventures 223 428 480 944 Fee and asset management 1,217 1,273 2,926 2,223 Other income 1,614 596 2,481 672 ------------ ---------- ----------- ----------- Total revenues 101,327 91,412 200,041 180,247 ------------ ---------- ----------- ----------- Expenses Property operating and maintenance 28,274 26,563 55,980 52,139 Real estate taxes 10,044 9,303 20,034 18,504 General and administrative 3,626 2,376 6,765 4,799 Interest 17,605 14,044 34,189 27,518 Depreciation and amortization 25,244 21,486 49,843 42,838 ------------ ---------- ----------- ----------- Total expenses 84,793 73,772 166,811 145,798 ------------ ---------- ----------- ----------- Income before gain on sales of properties and minority interests 16,534 17,640 33,230 34,449 Gain on sales of properties 1,933 720 ------------ ---------- ----------- ----------- Income before minority interests 16,534 17,640 35,163 35,169 Minority interests Distributions on units convertible into perpetual preferred shares (3,190) (2,119) (6,408) (2,981) Income allocated to units convertible into common shares (407) (340) (799) (958) ------------ ---------- ----------- ----------- Total minority interests (3,597) (2,459) (7,207) (3,939) ------------ ---------- ----------- ----------- Net income 12,937 15,181 27,956 31,230 Preferred share dividends (2,343) (2,343) (4,686) (4,686) ------------ ---------- ----------- ----------- Net income to common shareholders $ 10,594 $ 12,838 $ 23,270 $ 26,544 ============ ========== =========== =========== Basic earnings per share $ 0.28 $ 0.31 $ 0.61 $ 0.63 Diluted earnings per share $ 0.27 $ 0.30 $ 0.58 $ 0.61 Distributions declared per common share $ 0.5625 $ 0.520 $ 1.125 $ 1.040 Weighted average number of common shares outstanding 37,927 41,243 38,210 42,038 Weighted average number of common and common dilutive 41,146 44,320 41,361 45,093 equivalent shares outstanding
See Notes to Consolidated Financial Statements. 3 CAMDEN PROPERTY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended June 30, ---------------------------- 2000 1999 ------------ ------------ CASH FLOW FROM OPERATING ACTIVITIES Net income $ 27,956 $ 31,230 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 49,843 42,838 Equity in income of joint ventures, net of cash received 779 711 Gain on sale of properties (1,933) (720) Income allocated to units convertible into common shares 799 958 Accretion of discount on unsecured notes payable 198 128 Net change in operating accounts (5,088) (13,062) ------------ ------------ Net cash provided by operating activities 72,554 62,083 CASH FLOW FROM INVESTING ACTIVITIES Increase in real estate assets (73,536) (101,681) Net proceeds from sale of properties 20,056 4,825 Increase in investment in joint ventures (1,336) Increase in notes receivable (6,300) Other (783) (1,110) ------------ ------------ Net cash used in investing activities (60,563) (99,302) CASH FLOW FROM FINANCING ACTIVITIES Net increase (decrease) in unsecured lines of credit and short-term borrowings 52,000 (182,000) Proceeds from notes payable 253,380 Proceeds from issuance of preferred units, net 17,136 97,926 Repayment of notes payable (2,507) (12,825) Distributions to shareholders and minority interests (55,605) (52,311) Repurchase of common shares and units convertible into common shares (26,306) (63,270) Other 786 408 ------------ ------------ Net cash (used in) provided by financing activities (14,496) 41,308 ------------ ------------ Net (decrease) increase in cash and cash equivalents (2,505) 4,089 Cash and cash equivalents, beginning of period 5,517 5,647 ------------ ------------ Cash and cash equivalents, end of period $ 3,012 $ 9,736 ============ ============ SUPPLEMENTAL INFORMATION Cash paid for interest, net of interest capitalized $ 34,070 $ 23,414 Interest capitalized 8,067 8,182 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Fair value adjustment from the acquisition of Oasis: Fair value of assets acquired $ 835 Liabilities assumed 835 Conversion of 7.33% subordinated debentures to common shares, net $ 859 40 Value of shares issued under benefit plans, net 6,125 3,478 Conversion of operating partnership units to common shares 292
See Notes to Consolidated Financial Statements. 4 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 June 30, 2000 and the results of operations and cash flows for the three and six months ended June 30, 2000 and 1999 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. Business Camden Property Trust is a real estate investment trust which reports as a single business segment with activities related to the ownership, development, construction and management of multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. At June 30, 2000, we owned interests in, operated or were developing 158 multifamily properties containing 55,935 apartment homes located in nine states. Three of our multifamily properties, including the expansion of an existing operating property, containing 1,151 apartment homes were under development at June 30, 2000. Five of our newly developed multifamily properties containing 2,560 apartment homes were in lease-up at June 30, 2000. Additionally, we have several sites which we intend to develop into multifamily apartment communities. Property Update During the first six months of 2000, we completed construction on four properties totaling 1,474 apartment homes: The Park at Caley in Denver, The Park at Lee Vista in Orlando, The Park at Oxmoor in Louisville, and The Park at Arizona Center in Phoenix. The Park at Caley in Denver stabilized during the second quarter, and stabilization is expected to occur at the remaining properties over the next three quarters. Additionally, construction continued at two properties totaling 1,000 apartment homes: The Park at Farmers Market in Dallas and The Park at Crown Valley in Mission Viejo, California. We also began constructing Miramar Phase IV which will add an additional 151 units to an existing operating property located in Corpus Christi, Texas. Initial occupancy has begun in Dallas and is expected to begin in the third quarter of 2000 in Mission Viejo and Corpus Christi. During the first six months of 2000, we sold a mini-storage facility located in Las Vegas and several parcels of undeveloped land. The land sales consisted of 2.9 acres located in downtown Dallas and 38.5 acres located in Houston which were sold for commercial and retail development. These parcels of land are adjacent to our urban land development projects located in those cities. Additionally, we sold a 19.5 acre tract of land located in Las Vegas which we acquired in our merger with Oasis Residential, Inc. Net proceeds from these sales were approximately $20.1 million. We used the proceeds to reduce indebtedness outstanding under our unsecured line of credit. Subsequent to June 30, 2000, due diligence ended on sales agreements totaling $134.5 million for eleven properties containing a total of 3,599 apartment homes. Three properties are located in each of Houston, Dallas, and 5 Las Vegas, and one property is located in each of St. Louis and El Paso. Although no assurance can be made that we will complete the sales, we currently expect to close these sales in the third and fourth quarters of 2000 and anticipate using the proceeds from these sales to reduce balances outstanding under the unsecured line of credit. Real Estate Assets at Cost We capitalized $13.7 million and $14.7 million in the six months ended June 30, 2000 and 1999, respectively, of renovation and improvement costs which we believe should extend the economic lives and enhanced the earnings of our multifamily properties. Property Operating and Maintenance Expenses Property operating and maintenance expenses included normal repairs and maintenance totaling $7.2 million and $14.3 million for the three and six months ended June 30, 2000, compared to $6.9 million and $13.4 million for the three and six months ended June 30, 1999. Common Share Dividend Declaration In June 2000, we announced that our Board of Trust Managers had declared a dividend on our common shares of $0.5625 per share for the second quarter of 2000 which was paid on July 17, 2000 to all common shareholders of record as of June 30, 2000. 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 $2.25 per share or unit. Preferred Share Dividend Declaration In June 2000, we announced that our Board of Trust Managers had declared a quarterly dividend on our preferred shares of $0.5625 per share payable August 15, 2000 to all preferred shareholders of record as of June 30, 2000. Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, which requires recognition of all derivatives as either assets or liabilities in the financial statements and measurement of those instruments at fair value. The initial effective date of SFAS No. 133 was delayed, and is now effective for all quarters of all fiscal beginning after June 15, 2000. Management believes that the adoption of SFAS No. 133 will not have a material impact on our consolidated financial statements. 6 Earnings Per Share The following table presents information necessary to calculate basic and diluted earnings per share for the three and six months ended June 30, 2000 and 1999:
Three Months Six Months Ended June 30, Ended June 30, ------------------------ ------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Basic earnings per share: Weighted average common shares outstanding 37,927 41,243 38,210 42,038 =========== =========== =========== =========== Basic earnings per share $ 0.28 $ 0.31 $ 0.61 $ 0.63 =========== =========== =========== =========== Diluted earnings per share: Weighted average common shares outstanding 37,927 41,243 38,210 42,038 Shares issuable from assumed conversion of: Common share options and awards granted 670 419 602 394 Common minority interest units 2,549 2,658 2,549 2,661 ----------- ----------- ----------- ----------- Weighted average common shares outstanding, as adjusted 41,146 44,320 41,361 45,093 =========== =========== =========== =========== Diluted earnings per share $ 0.27 $ 0.30 $ 0.58 $ 0.61 =========== =========== =========== =========== Earnings for basic and diluted computation: Net income $ 12,937 $ 15,181 $ 27,956 $ 31,230 Less: Preferred share dividends (2,343) (2,343) (4,686) (4,686) ----------- ----------- ----------- ----------- Net income to common shareholders (Basic earnings per share computation) 10,594 12,838 23,270 26,544 Income allocated to operating partnership units 407 340 799 958 ----------- ----------- ----------- ----------- Net income to common shareholders, as adjusted (Diluted earnings per share computation) $ 11,001 $ 13,178 $ 24,069 $ 27,502 =========== =========== =========== ===========
Reclassifications Certain reclassifications have been made to amounts in prior period financial statements to conform with current year presentations. 2. Notes Receivable We have entered into agreements with unaffiliated third parties to develop, construct, and manage five multifamily projects containing a total of 1,517 apartment homes. We are providing financing for a portion of each project in the form of notes receivable which mature through 2005. These notes earn interest at 10% annually and are secured by second liens on the assets and partial guarantees by the third party owners. We expect these notes to be repaid from operating cash flow or proceeds from the sale of the individual properties. At June 30, 2000, these notes had principal balances totaling $38.3 million. We anticipate funding up to an aggregate of $53 million in connection with these projects. We earn fees for managing the development, construction and eventual operations of these properties. We have begun construction on these projects, and initial occupancy has begun during the second quarter 2000. We have the option to purchase these properties in the future at a price to be determined based upon the property's performance and an agreed valuation model. Additionally, we have a $2.4 million note receivable which bears interest at 15% and matures in June 2001. 7 3. Notes Payable The following is a summary of our indebtedness: (In millions)
June 30, December 31, 2000 1999 ----------------- ---------------- Senior Unsecured Notes: 6.73% - 7.28% Notes, due 2001-2006 $ 523.3 $ 523.1 6.68% - 7.63% Medium Term Notes, due 2000 - 2009 181.5 181.5 Unsecured Lines of Credit and Short-Term Borrowings 168.0 116.0 ----------------- ---------------- 872.8 820.6 Secured Notes - Mortgage loans (5.75% - 8.63%), due 2001 - 2028 342.0 344.5 ----------------- ---------------- Total notes payable $ 1,214.8 $ 1,165.1 ================= ================
In August 1999, we entered into a line of credit with 14 banks for a total commitment of $375 million, which is scheduled to mature in August 2002. The scheduled interest rate on the line of credit is based on a spread over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line 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 $187.5 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. Subsequent to June 30, 2000, the scheduled maturity on the line of credit was in the process of being extended to August 2003. During September 1999, we executed three interest rate swap agreements totaling $70 million which are scheduled to mature in October 2000. These swaps are being used as a hedge of interest rate exposure on our $90 million medium-term notes issued in October 1998 which mature in October 2000. Currently, the interest rate on the medium term notes is fixed at 7.23%. The interest rates on the swaps are reset monthly based on the one-month LIBOR rate plus a spread which resulted in a weighted average effective interest rate on the swaps of 7.49% for the six months ended June 30, 2000. At June 30, 2000, the weighted average interest rate on floating rate debt was 7.33%. 8 4. Net Change in Operating Accounts The effect of changes in the operating accounts on cash flows from operating activities is as follows: (In thousands) Six Months Ended June 30, -------------------------- 2000 1999 ----------- ----------- Decrease (increase) in assets: Accounts receivable - affiliates $ 183 $ (372) Other assets, net (7,987) (8,576) Restricted cash (471) (1,064) Increase (decrease) in liabilities: Accounts payable 152 (6,191) Accrued real estate taxes (3,747) (2,632) Accrued expenses and other liabilities 6,782 5,773 ----------- ----------- Net change in operating accounts $ (5,088) $ (13,062) =========== =========== 5. Preferred Units In January 2000, our operating partnership issued $17.5 million of 8.25% Series C 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 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. 6. Restricted Share and Option Awards During the first six months of 2000, we granted 252,640 restricted shares in lieu of cash compensation to certain key employees and non-employee trust managers. The restricted shares were issued based on the market value of our common shares at the date of grant and have vesting periods of up to five years. We also granted 14,000 options with an exercise price equal to the market value of our common shares 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 six month period ended June 30, 2000, previously granted options to purchase 704,341 shares became exercisable and 118,174 restricted shares vested. 7. Common Share Repurchase Program In 1998 and 1999, the Board of Trust Managers authorized us to repurchase or redeem up to $200 million of our common equity securities through open market purchases and private transactions. As of June 30, 2000, we had repurchased 6,687,626 common shares and redeemed 105,814 units that were convertible into common shares for a total cost of $173.1 million and $2.9 million, respectively. 8. Convertible Preferred Shares The 4,165,000 preferred shares 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 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 rate of 0.7701 of a common share for each preferred share, subject to adjustment in certain circumstances. The preferred shares are not redeemable prior to April 30, 2001. 9 9. Executive Loan Guaranty Agreements In 1999 and 2000, our Board of Trust Managers approved a plan which permitted six of our senior executive officers to complete the purchase of $23.0 million of our common shares in open market transactions. The purchases were funded with unsecured full recourse personal loans made to each of the executives by a third party lender. The loans mature in five years, bear interest at market rates and require interest to be paid quarterly. In order to facilitate the employee share purchase transactions, we entered into a guaranty agreement with the lender for payment of all indebtedness, fees and liabilities of the officers to the lender. Simultaneously, we entered into a reimbursement agreement with each of the executive officers whereby each executive officer has indemnified us and absolutely and unconditionally agreed to reimburse us should any amounts ever be paid by us pursuant to the terms of the guaranty agreement. The reimbursement agreements require the executives to pay interest from the date any amounts are paid by us until repayment by the officer. We have not had to perform under the guaranty agreement. 10. Contingencies In April 1998, we acquired Oasis Residential, Inc. Prior to this time, 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 June 30, 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. With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. We are currently engaged in settlement negotiations with the Justice Department to resolve this lawsuit. While the final estimate of costs and expenses associated with the resolution of this matter has not yet been determined, management does not expect the amount to be material. 11. 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 the transaction unless and until a definitive contract is entered into by the parties. The letters of intent and any resulting definitive contracts 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 10 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 complete the purchases or will be satisfied with the outcome of the due diligence. 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 1999 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, and 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 environmental uncertainties and natural disasters. Business Camden Property Trust is a real estate investment trust which reports as a single business segment with activities related to the ownership, development, construction and management of multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. At June 30, 2000, we owned interests in, operated or were developing 158 multifamily properties containing 55,935 apartment homes located in nine states. Three of our multifamily properties, including the expansion of an existing operating property, containing 1,151 apartment homes were under development at June 30, 2000. Five our newly developed multifamily properties containing 2,560 apartment homes were in lease-up at June 30, 2000. Additionally, we have several sites which we intend to develop into multifamily apartment communities. 11 Property Portfolio Our multifamily property portfolio, excluding land held for future development is summarized as follows:
June 30, 2000 December 31, 1999 ---------------------------- ---------------------------- Apartment Apartment Homes Properties % (a) Homes Properties % (a) --------- ---------- ------- --------- ---------- ------- Operating Properties Texas Houston 8,258 19 17% 8,258 19 16% Dallas (b) 9,381 26 18 9,381 26 18 Austin 1,745 6 4 1,745 6 4 Other 1,641 5 3 1,641 5 3 --------- ---------- ------- --------- ---------- ------ Total Texas Operating Properties 21,025 56 42 21,025 56 41 Arizona 2,658 8 5 2,326 7 5 California 1,272 3 3 1,272 3 3 Colorado (b) 2,529 8 4 2,312 7 4 Florida (c) 7,827 17 16 7,335 17 15 Kentucky 1,448 5 3 1,016 4 2 Missouri 3,327 8 7 3,327 8 7 Nevada (b) 11,963 41 14 11,963 41 14 North Carolina (b) 2,735 10 4 2,735 10 4 --------- ---------- ------- --------- ---------- ------ Total Operating Properties 54,784 156 98 53,311 153 95 --------- ---------- ------- --------- ---------- ------ Properties Under Development Texas Dallas 620 1 1 620 1 1 Other (d) 151 --------- ---------- ------- --------- ---------- ------ Total Texas Properties Under Development 771 1 1 620 1 1 Arizona 332 1 1 California 380 1 1 380 1 1 Colorado 218 1 Florida 492 1 1 Kentucky 432 1 1 --------- ---------- ------- --------- ---------- ------ Total Properties Under Development 1,151 2 2 2,474 6 5 --------- ---------- ------- --------- ---------- ------ Total Properties 55,935 158 100% 55,785 159 100% ========= ========== ======= ========= ========== ====== Less: Joint Venture Apartment Homes (b) 6,503 6,504 --------- --------- Total Apartment Homes - Owned 100% 49,432 49,281 ========= =========
(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, the remaining interest is owned by unaffiliated private investors; one property with 320 apartment homes (321 apartment homes at December 31, 1999) in Colorado in which we own a 50% interest, the remaining interest is owned by an unaffiliated private investor; and 19 properties with 4,919 apartment homes in Nevada owned through Sierra-Nevada Multifamily Investment, LLC which we own a 20% interest, the remaining interest is owned by an unaffiliated private pension fund. (c) Includes the combination of operations at January 1, 2000 of two adjacent properties. (d) Property under development is the fourth phase of an existing operating property located in Corpus Christi, Texas. 12 At June 30, 2000, we had five completed properties under lease-up as follows:
Product Number of % Leased Estimated Type Apartment at 7/31/00 Date of Date of Property and Location Homes Completion Stabilization ----------------------------------------- ------------ -------------- ------------- -------------- ----------------- The Park at Holly Springs Houston, TX Garden 548 89% 3Q99 4Q00 The Park at Greenway Houston, TX Urban 756 86% 4Q99 3Q00 The Park at Lee Vista Orlando, FL Garden 492 74% 1Q00 1Q01 The Park at Oxmoor Louisville, KY Garden 432 75% 1Q00 1Q01 The Park at Arizona Center Phoenix, AZ Urban 332 45% 1Q00 1Q01
At June 30, 2000, we had three development properties in various stages of construction as follows:
Product Number of Estimated Estimated Estimated Type Apartment Cost Date of Date of Property and Location Homes ($ millions) Completion Stabilization ----------------------------------------- ------------------- ----------- --------------- -------------- --------------- In Lease-Up The Park at Farmers Market, Phase I Dallas, TX Urban 620 $ 51.1 1Q01 4Q01 Under Construction Miramar Phase IV Corpus Christi, TX Garden 151 3.1 3Q00 3Q00 The Park at Crown Valley Mission Viejo, CA Garden 380 44.1 1Q01 4Q01 ---------- ---------- Total for three development properties 1,151 $ 98.3 ========== ===========
We stage our construction to allow leasing and occupancy during the construction period which we believe minimizes the duration of 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 costsare capitalized and reported on the balance sheet in "Properties under development, including land" until individual buildings are completed. Upon completion of each building, 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 generally one year from opening the leasing office (with some allowances for larger than average properties), whichever occurs first, all apartment homes are considered operating and we begin expensing all items that were previously considered as carrying costs. Properties under development in our consolidated financial statements includes additional land held for development totaling $87.5 million at June 30, 2000. Included in this amount is $65.3 million related to the development of three urban land projects located in Dallas, Houston and Long Beach, California. 13 Comparison of the Quarter Ended June 30, 2000 and June 30, 1999 Earnings before interest, depreciation and amortization increased $6.2 million, or 11.7%, from $53.2 million to $59.4 million for the three months ended June 30, 1999 and 2000, respectively. The weighted average number of apartment homes for the second quarter of 2000 increased by 2,194 apartment homes, or 4.9%, from 45,178 to 47,372. Total operating properties were 133 and 126 at June 30, 2000 and 1999, respectively. The 47,372 weighted average apartment homes and the 133 operating properties exclude the impact of our ownership interest in properties owned in joint ventures. Our apartment communities generate rental revenue and other income through the leasing of apartment homes. Revenues from our rental operations comprised 97% of our total revenues for the quarters ended June 30, 2000 and 1999. Our primary financial focus for our apartment communities is net operating income. Net operating income represents total property revenues less property operating and maintenance expenses, including real estate taxes. Net operating income for the quarters ended June 30, 2000 and 1999 totaled $60.0 million and $53.2 million, respectively. Rental income for the quarter ended June 30, 2000 increased $8.0 million, or 9.5%, over the quarter ended June 30, 1999. Rental income per apartment home per month increased $27, or 4.4%, from $618 to $645 for the second quarters of 1999 and 2000, respectively. The increase was primarily due to increased revenue growth from the stabilized real estate portfolio and higher average rental rates on the completed development properties. Overall average occupancy increased slightly from 93.4% for the quarter ended June 30, 1999 to 93.7% for the quarter ended June 30, 2000. Other property income increased $1.2 million from $5.4 million to $6.6 million for the three months ended June 30, 1999 and 2000, respectively, which represents a monthly increase of $7 per apartment home. The increase in other property income was due primarily to increases from revenue sources such as telephone, cable and water. Other income increased $1.0 million for the quarter ended June 30, 2000 compared to the same period in 1999. This increase was due to interest earned on our notes receivable. Property operating and maintenance expenses increased $1.7 million or 6.4%, from $26.6 million to $28.3 million, but decreased as a percent of total property income from 29.8% to 28.8% for the quarters ended June 30, 1999 and 2000, respectively. The increase in operating expense was due to a larger number of apartment homes in operation. Our operating expense ratios decreased primarily as a result of operating efficiencies generated by our newly developed properties. Real estate taxes increased $740,000 from $9.3 million to $10.0 million for the second quarters of 1999 and 2000, respectively, which represents an annual increase of $24 per apartment home. The increase was primarily due to increases in the valuations of renovated and developed properties and increases in property tax rates. General and administrative expenses increased $1.3 million from $2.4 million to $3.6 million, and increased as a percent of revenues from 2.6% to 3.6% for the quarters ended June 30, 1999 and 2000 respectively. The increase was primarily due to increases in incentive-based compensation expense, including the vesting of outstanding performance-based compensation related to the gain on land development sales, and expenses related to marketing and information technology functions. Interest expense increased from $14.0 million to $17.6 million primarily due to interest on new development and debt incurred to repurchase our shares under the common share repurchase program. Interest capitalized was $3.9 million and $4.3 million for the quarters ended June 30, 2000 and 1999, respectively. 14 Depreciation and amortization increased from $21.5 million to $25.2 million. This increase was due primarily to increased development and renovations activity. Comparison of the Six Months Ended June 30, 2000 and June 30, 1999 Earnings before interest, depreciation and amortization increased $12.5 million, or 11.9%, from $104.8 million to $117.3 million for the six months ended June 30, 1999 and 2000, respectively. The weighted average number of apartment homes for the first six months of 2000 increased by 2,184 apartment homes, or 4.9%, from 44,960 to 47,144. Total operating properties were 133 and 126 at June 30, 2000 and 1999, respectively. The weighted average apartment homes and the number of operating properties exclude the impact of our ownership interest in properties owned in joint ventures. Revenues from our rental operations comprised 97% and 98% of our total revenues for the six months ended June 30, 2000 and 1999, respectively. Net operating income for the six months ended June 30, 2000 and 1999 totaled $118.1 million and $105.8 million, respectively. Rental income for the six months ended June 30, 2000 increased $15.3 million, or 9.3%, over the six months ended June 30, 1999. Rental income per apartment home per month increased $26, or 4.2%, from $615 to $641 for the first six months of 1999 and 2000, respectively. The increase was primarily due to increased revenue growth from the stabilized real estate portfolio and higher average rental rates on the completed development properties. Other property income increased $2.4 million from $10.6 million to $13.0 million for the six months ended June 30, 1999 and 2000, respectively, which represents a monthly increase of $7 per apartment home. The increase in other property income was due primarily to increases from revenue sources such as telephone, cable and water. Other income for the six months ended June 30, 2000 increased $1.8 million over the same period in 1999. This increase was primarily due to interest earned on our notes receivable. Property operating and maintenance expenses increased $3.8 million or 7.4%, from $52.1 million to $56.0 million, but decreased as a percent of total property income from 29.6% to 28.8%, for the six months ended June 30, 1999 and 2000, respectively. The increase in operating expense was due to a larger number of apartment homes in operation. Our operating expense ratios decreased primarily as a result of operating efficiencies generated by our newly developed properties. Real estate taxes increased $1.5 million from $18.5 million to $20.0 million for the first six months of 1999 and 2000, respectively, which represents an annual increase of $27 per apartment home. The increase was primarily due to increases in the valuations of renovated and developed properties and increases in property tax rates. General and administrative expenses increased $2.0 million from $4.8 million to $6.8 million, and increased as a percent of revenues from 2.7% to 3.4%, for the six months ended June 30, 1999 and 2000 respectively. The increase was primarily due to increases in incentive-based compensation expense, including the vesting of outstanding performance-based compensation related to the gain on land development sales, and expenses related to marketing and information technology functions. Interest expense increased from $27.5 million to $34.2 million primarily due to interest on new development and debt incurred to repurchase our shares under the common share repurchase program. Interest capitalized was $8.1 million and $8.2 million for the six months ended June 30, 2000 and 1999, respectively. 15 Depreciation and amortization increased from $42.8 million to $49.8 million. This increase was due primarily to increased development and renovations activity. Gains on sale of properties for the six months ended June 30, 2000 totaled $1.9 million due to the sale of a mini-storage facility in Las Vegas and the sale of approximately 61 acres of undeveloped land located in Las Vegas, Dallas and Houston. Gains on sales of properties for the six months ended June 30, 1999 related to the sale of a 126 unit complex located in Louisville, KY. Liquidity and Capital Resources Financial Structure We intend to continue maintaining what management believes to be a conservative capital structure by: (i) using what management believes is a prudent combination of debt and 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 management believes it is 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, net of capitalized interest, was 3.4 times and 3.8 times for the six months ended June 30, 2000 and 1999, respectively, and 3.4 times and 3.8 times for the quarters ended June 30, 2000 and 1999, respectively. At June 30, 2000 and 1999, 76.3% and 74.6%, 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 line of credit discussed in the financial flexibility section and other short-term borrowings. We expect that our ability to generate cash will be sufficient to meet our short-term liquidity needs, which include: (i) normal operating expenses; (ii) current debt service requirements; (iii) recurring capital expenditures; (iv) property developments; (v) common share repurchases; and (vi) distributions on our common and preferred equity. We consider our long-term liquidity requirements to be the repayment of maturing secured debt and borrowings under our unsecured line of credit and funding of acquisitions. We intend to meet our long-term liquidity requirements through the use of common and preferred equity capital, senior unsecured debt and property dispositions. We intend to concentrate our growth efforts toward selective development and acquisition opportunities in our current markets, and through the acquisition of existing operating portfolios and the development of properties in selected new markets. We are developing three properties at an aggregate expected cost of approximately $98.3 million, $82.2 million of which was 16 incurred at June 30, 2000. 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 line of credit. We also seek to selectively dispose of assets that management believes have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. We expect that any such sales should generate capital for acquisitions and new developments or for debt reduction. Net cash provided by operating activities totaled $72.6 million for the six months ended June 30, 2000, an increase of $10.5 million, or 16.9%, over the same period in 1999. This increase was primarily due to an increase of $12.4 million in net operating income from the real estate portfolio for the six months ended June 30, 2000 as compared to the six months ended June 30, 1999. Additionally, liabilities increased $3.2 million for the six months ended June 30, 2000, versus a decrease of $3.1 million for the same period in 1999. We used $60.6 million in net cash for investing activities for the six months ended June 30, 2000 compared to $99.3 million for the same period in 1999. Total real estate assets, before accumulated depreciation, increased $52.7 million and $94.1 million for the six months ended June 30, 2000 and 1999, respectively. For the six months ended June 30, 2000, net cash flows used for investing activities related to property development totaled $59.8 million, and we spent $13.7 million for capital improvements during that same period. Also, notes receivable from third parties increased $6.3 million. These cash uses were partially offset by $20.1 million in net proceeds received from property dispositions during 2000. For the six months ended June 30, 1999, net cash spent on property development and capital improvements were $87.0 million and $14.7 million, respectively. Additionally, we received $4.8 million in net proceeds for property dispositions during the six months ended June 30, 1999. Net cash used in financing activities totaled $14.5 million for the six months ended June 30, 2000 compared to net cash provided by financing activities of $41.3 million for the six months ended June 30, 1999. During the six months ended June 30, 2000, we paid distributions totaling $55.6 million and we repurchased $26.3 million common shares and units convertible into common shares. These payments were funded by the issuance of $17.5 million of preferred units, which are discussed in the "Financial Flexibility" section, and an increase in borrowings under our line of credit of $52.0 million. During the six months ended June 30, 1999, we paid $52.3 million for distributions and repurchased $63.3 million common shares and units convertible into common shares. Additionally, during the six months ended June 30, 1999, we issued $100.0 million of preferred units and $254.5 million in senior unsecured notes. The proceeds from these issuances were used to pay down borrowings under our line of credit, which decreased $182.0 million for the six months ended June 30, 1999. In 1998 and 1999, the Board of Trust Managers authorized us to repurchase or redeem up to $200 million of our common equity securities through open market purchases and private transactions. As of June 30, 2000, we had repurchased 6,687,626 common shares and redeemed 105,814 units that were convertible into common shares for a total cost of $173.1 million and $2.9 million, respectively. Subsequent to June 30, 2000, due diligence ended on sales agreements totaling $134.5 million for eleven properties containing a total of 3,599 apartment homes. Three properties are located in each of Houston, Dallas, and Las Vegas, and one property is located in each of St. Louis and El Paso. Although no assurance can be made that we will complete the sales, we currently expect to close these sales in the third and fourth quarters of 2000 and anticipate using the proceeds from these sales to reduce balances outstanding under the unsecured line of credit. In June 2000, we announced that our Board of Trust Managers had declared a dividend on our common shares of $0.5625 per share for the second quarter of 2000 which was paid on July 17, 2000 to all common shareholders of record as of 17 June 30, 2000. 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 $2.25 per share or unit. In June 2000, we declared a quarterly dividend on our preferred shares of $0.5625 per share payable August 15, 2000 to all preferred shareholders of record as of June 30, 2000. As of June 30, 2000, we had senior unsecured debt totaling $872.8 million and secured mortgage loans totaling $342.0 million. Our indebtedness had a weighted average maturity of 5.5 years as of June 30, 2000. Scheduled principal repayments on all notes payable outstanding at June 30, 2000 is as follows (in 000's): Year Amount ---- ------ 2000 $ 104,749 2001 167,465 2002 208,434 2003 125,482 2004 235,297 2005 and thereafter 373,354 ------------- Total $ 1,214,781 ============= The scheduled principal repayments in 2000 include $102.0 million senior unsecured medium-term notes, which were issued in October 1998 and which we expect to repay from the unsecured line of credit. Financial Flexibility In August 1999, we entered into a line of credit with 14 banks for a total commitment of $375 million which is scheduled to mature in August 2002. The scheduled interest rate on the line of credit is currently based on a spread over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line 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 $187.5 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. Subsequent to June 30, 2000, the scheduled maturity on the line of credit was in the process of being extended to August 2003. As an alternative to our unsecured line 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 line of credit bank group. Such borrowings vary in term and pricing and are typically priced at interest rates below those available under the unsecured line of credit. As of June 30, 2000, we had $207 million available under the unsecured line of credit and $750 million available under our universal shelf registration. We have significant unencumbered real estate assets which we believe could be sold or used as collateral for financing purposes should other sources of capital not be available. In January 2000, our operating partnership issued $17.5 million of 8.25% Series C 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 8.25% Series C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt. 18 During September 1999, we executed three interest rate swap agreements totaling $70 million which are scheduled to mature in October 2000. These swaps are being used as a hedge of interest rate exposure on our $90 million medium-term notes issued in October 1998 which mature in October 2000. Currently, the interest rate on the medium term notes is fixed at 7.23%. The interest rates on the swaps are reset monthly based on the one-month LIBOR rate plus a spread which resulted in a weight average effective interest rate on the swaps of 7.49% for the six months ended June 30, 2000. At June 30, 2000, the weighted average interest rate on floating rate debt was 7.33%. 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 adjustments for unconsolidated partnerships and joint ventures. Our definition of diluted FFO assumes conversion at the beginning of the period of all dilutive convertible securities, including minority interests, 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 diluted FFO for the three and six months ended June 30, 2000 increased $1.2 million and $1.5 million over the three and six months ended June 30, 1999, respectively. On a per share basis, diluted FFO for the three and six months ended June 30, 2000 increased approximately 10.1% and 11.0%, respectively, over the same periods in 1999. The increase in diluted FFO was due to a $6.7 million and $12.4 million increase in net operating income from our real estate portfolio for the three and six months ended June 30, 2000 compared to the same periods in 1999. These increases were offset by increases in interest on debt which was used to fund developments and repurchase shares under our common share repurchase program, and dividends on preferred shares. 19 The calculation of basic and diluted FFO for the three and six months ended June 30, 2000 and 1999 follows: (In thousands)
Three Months Six Months Ended June 30, Ended June 30, ------------------------- ------------------------ 2000 1999 2000 1999 ---------- ---------- ----------- ---------- Funds from operations: Net income to common shareholders $ 10,594 $ 12,838 $ 23,270 $ 26,544 Real estate depreciation 24,500 21,109 48,302 42,073 Real estate depreciation from unconsolidated ventures 809 801 1,618 1,626 Gain on sales of properties (1,933) (720) ---------- ---------- ----------- ---------- Funds from operations - basic 35,903 34,748 71,257 69,523 Preferred share dividends 2,343 2,343 4,686 4,686 Income allocated to units convertible into common shares 407 340 799 958 Interest on convertible subordinated debentures 53 66 97 132 Amortization of deferred costs on convertible debentures 5 6 11 12 ---------- ---------- ----------- ---------- Funds from operations - diluted $ 38,711 $ 37,503 $ 76,850 $ 75,311 ========== ========== =========== ========== Weighted average shares - basic 37,927 41,243 38,210 42,038 Common share options and awards granted 670 419 602 394 Preferred shares 3,207 3,207 3,207 3,207 Minority interest units 2,549 2,658 2,549 2,661 Convertible subordinated debentures 110 149 118 149 ---------- ---------- ----------- ---------- Weighted average shares - diluted 44,463 47,676 44,686 48,449 ========== ========== =========== ==========
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. 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, 1999. 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 20 Item 4. Submission of Matters to a Vote of Security Holders Our Annual Meeting of Shareholders was held on May 4, 2000. (1) The shareholders elected all eight of the nominees for Trust Manager by the following vote:
Broker Affirmative Negative Abstentions Non-Voters ----------- --------- ----------- ---------- Richard J. Campo 36,902,469 2,015,203 0 0 William R. Cooper 36,902,559 2,015,113 0 0 George A. Hrdlicka 36,902,311 2,015,361 0 0 Lewis A. Levey 36,902,136 2,015,536 0 0 D. Keith Oden 36,902,102 2,015,570 0 0 F. Gardner Parker 36,902,719 2,014,953 0 0 Steven A. Webster 36,902,544 2,014,128 0 0 Scott S. Ingraham 36,902,439 2,015,233 0 0
(2) The shareholders approved an amendment to the Amended and Restated 1993 Share Incentive Plan by the following vote:
Broker Affirmative Negative Abstentions Non-Voters ----------- -------- ----------- ---------- 16,360,070 10,330,614 155,292 0
(3) The shareholders approved and adopted the Employee Share Purchase Plan by the following vote:
Broker Affirmative Negative Abstentions Non-Voters ----------- -------- ----------- ---------- 26,363,282 377,308 105,416 0
21 (4) The shareholders ratified the appointment of Deloitte and Touche LLP as our independent auditors for the year ending December 31, 2000 by the following vote:
Broker Affirmative Negative Abstentions Non-Voters ----------- -------- ----------- ---------- 38,813,197 43,546 60,928 0
Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (filed only electronically with the Commission) (b) Reports on Form 8-K No reports on Form 8-K have been filed by the registrant during the quarter for which this report is filed. 22 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 August 4, 2000 -------------------------------------------- -------------------------------- G. Steven Dawson Date Chief Financial Officer, Sr. Vice President of Finance and Secretary /s/ Dennis M. Steen August 4, 2000 -------------------------------------------- -------------------------------- Dennis M. Steen Date Chief Accounting Officer, Vice President - Controller and Treasurer