10-K 1 a06-2520_110k.htm FORM 10-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

(Mark One)

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2005

 

 

 

OR

 

 

 

o

 

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 of Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

3 Greenway Plaza, Suite 1300

 

 

Houston, Texas

 

77046

(Address of Principle Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (713) 354-2500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of exchange on which registered

Common Shares of Beneficial Interest, $.01 par value

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý    No  o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  ý 

 

Indicate by check mark whether 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 registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý    No  o

 

Indicated by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ý

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act).    Yes  o    No  ý

 

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $2,759,338,756 based on a June 30, 2005 share price of $53.75.

 

At March 6, 2006, the number of shares outstanding of registrant’s Common Stock was 52,330,707 (net of 8,584,218 treasury shares).

 

 


 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2005 are incorporated by reference in Parts I, II and IV.

 

Portions of the registrant’s Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 2, 2006 are incorporated by reference in Part III.

 

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TABLE OF CONTENTS

 

PART I

 

 

 

 

 

Item 1.

Business

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

Item 1B.

Unresolved Staff Comments

 

 

 

 

Item 2.

Properties

 

 

 

 

Item 3.

Legal Proceedings

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

PART II

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

 

 

Item 6.

Selected Financial Data

 

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 8.

Financial Statements and Supplementary Data

 

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

 

 

Item 9A.

Controls and Procedures

 

 

 

 

Item 9B.

Other Information

 

 

 

 

PART III

 

 

 

 

 

Item 10.

Directors and Executive Officers of the Registrant

 

 

 

 

Item 11.

Executive Compensation

 

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

 

 

Item 13.

Certain Relationships and Related Transactions

 

 

 

 

Item 14.

Principal Accounting Fees and Services

 

 

 

 

PART IV

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

SIGNATURES

 

 

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PART I

 

Item 1.           Business

 

Introduction

 

Camden Property Trust is a real estate investment trust organized on May 25, 1993 and, with our subsidiaries, reports as a single business segment. We are one of the largest real estate investment trusts in the nation with operations related to the ownership, development, construction and management of multifamily apartment communities in thirteen states. Our use of the term “communities”, “multifamily communities”, “properties”, or “multifamily properties” in the following discussion refers to our multifamily apartment communities. As of December 31, 2005, we owned interests in, operated or were developing 200 multifamily properties containing 68,791 apartment homes located in thirteen states. We had 3,211 apartment homes under development at nine of our multifamily properties, including 464 apartment homes at one multifamily property owned through a joint venture. We had seven properties containing 2,956 apartment homes which were designated as held for sale. Additionally, we had several sites that we intend to develop into multifamily apartment communities.

 

At December 31, 2005, we had approximately 2,042 employees. Our headquarters are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500.

 

Merger with Summit Properties Inc.

 

On February 28, 2005, Summit Properties Inc. (“Summit”) was merged with and into Camden Summit Inc., one of our wholly-owned subsidiaries (“Camden Summit”), pursuant to an Agreement and Plan of Merger dated as of October 4, 2004 (the “Merger Agreement”), as amended. Prior to the effective time of the merger, Summit was the sole general partner of Summit Properties Partnership, L.P. (the “Camden Summit Partnership”), and at the effective time, Camden Summit became the sole general partner of the Camden Summit Partnership and the name of such partnership was changed to Camden Summit Partnership, L.P. As of February 28, 2005, Summit owned or held an ownership interest in 48 operating communities comprised of 15,002 apartment homes with an additional 1,834 apartment homes under construction in five new communities.

 

Under the terms of the Merger Agreement, Summit stockholders had the opportunity to elect to receive cash or Camden shares for their Summit stock. Each stockholder’s election was subject to proration, depending on the elections of all Summit stockholders, so that the aggregate amount of cash issued in the merger to Summit’s stockholders equaled approximately $436.3 million. As a result of this proration, Summit stockholders electing Camden shares received approximately .6383 of a Camden share and $1.4177 in cash for each of their shares of Summit common stock. The final conversion ratio of the common shares was determined based on the average market price of our common shares over a five day trading period preceding the effective time of the merger. Fractional shares were paid in cash. Summit stockholders electing cash or who made no effective election, received $31.20 in cash for each of their Summit shares. In the merger, we issued approximately 11.8 million common shares to Summit stockholders.

 

In conjunction with the merger, the limited partners in the Camden Summit Partnership were offered, on a unit-by-unit basis, the opportunity to redeem their partnership units for $31.20 in cash, without interest, or to remain in the Camden Summit Partnership following the merger at a unit valuation equal to .6687 of a Camden common share. The limited partner elections resulted in the redemption of 0.7 million partnership units for cash, for an aggregate of $21.7 million, and the issuance of 1.8 million partnership units. The value of the common shares and partnership units issued was determined based on the average market price of our common shares for the five day period commencing two days prior to the announcement of the merger on October 4, 2005. Subsequent to the merger, 0.1 million partnership units have been redeemed for $5.7 million.

 

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Operating Strategy

 

We believe producing consistent earnings growth through our property development and acquisition strategies in favorable markets, achieving market balance and recycling capital are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies in our efforts to produce consistent earnings growth.

 

Real Estate Investments and Market Balance. We believe we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities in new markets that have healthy long-term fundamentals and strong growth projections. This capability, combined with what we believe is a conservative financial structure, allows us to concentrate our growth efforts towards selective development alternatives and acquisition opportunities. These abilities are integral to our strategy of having a geographically and physically diverse portfolio of assets, which will meet the needs of our residents. Through our merger with Summit, and development and disposition activities that occurred in 2005, we have increased our market presence in key markets, such as Southern California, Washington D.C. Metro, Atlanta and Southeast Florida, decreased our relative concentration in Houston, Dallas and Las Vegas, and expanded our development pipeline. We believe that the physical improvements we have made at our acquired properties, such as new or enhanced landscaping design, new or upgraded amenities and redesigned building structures, coupled with a strong focus on property management, branding and marketing, have resulted in attractive yields on acquired properties.

 

In connection with our merger with Summit, we significantly expanded our development pipeline, and we expect that selective development of new apartment properties will continue to be important to the growth of our portfolio for the next several years. We use experienced on site construction superintendents, operating under the supervision of project managers and senior management, to control the construction process. All development decisions are made from our corporate office. Risks inherent to developing real estate include zoning changes and environmental matters. There is also the risk that certain assumptions concerning economic conditions may change during the development process. See the further discussion of risks associated with development and construction in our “Risk Factors” section. We believe we understand and effectively manage the risks associated with development and construction, and these risks are justified by higher potential yields.

 

We continue to operate in markets where we have a concentration advantage due to economies of scale. We feel that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. However, in order to generate consistent earnings growth, we intend to selectively dispose of properties and redeploy capital if we determine a property cannot meet long term earnings growth expectations. We believe that recycling capital is an important aspect of maintaining the overall quality of our portfolio. As a result of the transactions completed in 2005, we have a portfolio of newer, higher-quality communities in 22 markets, with no single market contributing more than 10% of our net operating income. For the year ended December 31, 2005, Washington, D.C. Metro, Dallas and Tampa contributed 9.9%, 8.2% and 8.2%, respectively, to our net operating income.

 

Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, thereby promoting resident satisfaction and improving resident retention, which should reduce operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on site personnel are trained to deliver high quality services to their residents. We attempt to motivate our on site employees through incentive compensation arrangements based upon the net operating income produced at their property, rental rate increases and the level of lease renewals achieved. Property net operating income represents total property revenues less total property expenses.

 

Operations. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels and controlling operating costs comprise our principal strategies to maximize property net operating income. During 2005, we completed the roll out of our web based property management and revenue management systems. These two systems should improve onsite efficiency and allow us to take full advantage of the economic recovery that appears to be underway by achieving market driven rental rates. Lease terms are generally staggered based on vacancy exposure by apartment type so that lease expirations are better

 

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matched to each property’s seasonal rental patterns. We generally offer leases ranging from six to thirteen months, with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure we respond timely to residents’ changing needs and residents retain a high level of satisfaction.

 

Branding. We have implemented our strategic brand initiative, and each of our communities carries the Camden flagship name. Our brand promise of “Living Excellence” reinforces our reputation as an organization which promises excellence everywhere our customers look. This initiative was undertaken with the goal of reinforcing our reputation as a provider of high quality apartment home living. We continue to leverage our brand to increase market awareness and define who and what we are to our current and prospective residents.

 

Environmental Matters. Under various federal, state and local laws, ordinances and regulations, we are liable for the costs of removal or remediation of certain hazardous or toxic substances on or in our properties. These laws often impose liability without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. All of our properties have been subjected to Phase I site assessments or similar environmental audits to determine the likelihood of contamination from either on- or off-site sources. These audits have been carried out in accordance with accepted industry practices. We have also conducted limited subsurface investigations and tested for radon and lead-based paint where such procedures have been recommended by our consultants. We cannot assure you that existing environmental studies reveal all environmental liabilities or that any prior owner did not create any material environmental condition not known to us. The costs of investigation, remediation or removal of hazardous substances may be substantial. If hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent such property or to borrow funds using such property as collateral may be adversely affected.

 

Insurance. We maintain comprehensive liability and property insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods, hurricanes or earthquakes that may be subject to limitations in certain areas. We exercise our discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to fully replace or restore a property after it has been damaged or destroyed.

 

Markets and Competition

 

Our portfolio consists of middle- to upper-market apartment properties. We target acquisitions and developments in selected markets. Since our initial public offering in 1993, we have diversified into markets in the Southwest, Southeast, Midwest, Mid-Atlantic and Western regions of the United States. By combining acquisition, renovation and development capabilities, we believe we can better respond to changing conditions in each market, reduce market risk and take advantage of opportunities as they arise.

 

There are numerous housing alternatives that compete with our properties in attracting residents. Our properties compete directly with other multifamily properties as well as condominiums and single family homes that are available for rent or purchase in the markets in which our properties are located. This competitive environment could have a material effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents charged. Resident leases at our properties are priced competitively based on market conditions, supply and demand characteristics, and amenities provided to our residents.

 

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Disclosure Regarding Forward-Looking Statements

 

We have made statements in this report which are “forward-looking” in that they do not discuss historical fact, but instead note expectations, projections, intentions or other items relating to the future. These forward-looking statements include those made in the documents incorporated by reference in this report.

 

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those included in the forward-looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include:

 

•                  the results of our efforts to implement our property development and acquisition strategies;

 

•                  the effects of economic conditions, including rising interest rates;

 

•                  our ability to generate sufficient cash flows;

 

•                  the failure to qualify as a real estate investment trust;

 

•                  the costs of our capital and debt;

 

•                  changes in our capital requirements;

 

•                  the actions of our competitors and our ability to respond to those actions;

 

•                  the actions of borrowers under our mezzanine loans;

 

•                  changes in governmental regulations, tax rates and similar matters; and

 

•                  environmental uncertainties and disasters.

 

These forward-looking statements represent our estimates and assumptions as of the date of this report. We assume no obligation to update or revise any forward-looking statement.

 

Available Information

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports required by Sections 13(a) and (15d) of the Securities Exchange Act of 1934, as amended, are electronically filed with the SEC. You may read and copy any materials we file with the United States Securities and Exchange Commission (“SEC”) at the SEC’s Public Reference Room at MS0102, 100 F Street NE, Washington, DC 20549-2521. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

Company Website

 

To view our current and periodic reports free of charge, please go to our website at www.camdenliving.com. We make these postings as soon as reasonably practicable after our filings with the SEC. Our website contains copies of our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers and the charters of each of our Audit, Compensation, Nominating and Corporate Governance Committees. This information is also available in print free of charge to any shareholder who requests it by contacting us at Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046, attention: Investor Relations.

 

Item 1A. Risk Factors

 

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

 

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Rising interest rates would increase our costs and could affect the market price of our common shares.

 

We have incurred and expect to continue to incur debt in the future. Some of this debt has variable or floating interest rates. Accordingly, if interest rates increase, our interest costs will also increase. In addition, an increase in market interest rates may lead purchasers of our common shares to demand a higher annual yield, which could adversely affect the market price of our outstanding common shares.

 

Failure to generate sufficient cash flows could limit our ability to make required payments for debt service and pay distributions to shareholders and could adversely affect our ability to maintain our status as a REIT.

 

The following factors, among others, may adversely affect the cash flows generated by our properties:

 

•             the national and local economic climates;

 

•             local real estate market conditions, such as an oversupply of apartment homes;

 

•             the perceptions by prospective residents of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located;

 

•             the need to periodically repair, renovate and relet space; and

 

•             our ability to pay for adequate maintenance and insurance and increased operating costs, including real estate taxes.

 

Some significant expenditures associated with each property, such as mortgage payments, if any, real estate taxes and maintenance costs, are generally not reduced when cash flows from operations from the property decrease.

 

Unfavorable changes in market and economic conditions could hurt occupancy or rental rates.

 

The market and economic conditions may significantly affect apartment home occupancy or rental rates. Occupancy and rental rates in the markets in which we operate, in turn, may significantly affect our profitability and our ability to satisfy our financial obligations and make distributions to security holders. The risks that may affect conditions in these markets include the following:

 

•             the economic climate, which may be adversely impacted by plant closings, industry slowdowns and other factors;

 

•             local conditions, such as oversupply of apartments or a reduction in demand for apartments in an area;

 

•             a future economic downturn that simultaneously affects more than one of our geographical markets;

 

•             the inability or unwillingness of residents to pay their current rent or rent increases;

 

•             the potential effect of rent control or rent stabilization laws, or other laws regulating housing, which could prevent us from raising rents; and

 

•             competition from other available apartments and changes in market rental rates.

 

Difficulties of selling real estate could limit our flexibility.

 

Real estate investments can be hard to sell, especially if market conditions are poor. This may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. In addition, the Internal

 

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Revenue Code limits our ability to sell properties that we have held for fewer than four years, which may affect our ability to sell properties without adversely affecting our return.

 

Development and construction risks could impact our profitability.

 

We intend to continue to develop and construct multifamily apartment communities for our own account. Our development and construction activities may be exposed to a number of risks that may increase our construction costs. This factor could adversely impact our profitability and our ability to satisfy our financial obligations and make distributions to security holders. These risks include the following:

 

•             we may be unable to obtain, or may face delays in obtaining, necessary zoning, land-use, building, occupancy and other required permits and authorizations, which could result in increased costs;

 

•             we may incur construction costs for a property that exceed our original estimates due to increased materials, labor or other costs, or due to errors and omissions that occur in the design or construction process, and we may not be able to increase rents to compensate for the increases in these costs;

 

•             occupancy rates and rents at a newly completed community may fluctuate depending on a number of factors, including market and economic conditions, and may result in the community not being profitable;

 

•             we may not be able to obtain financing with favorable terms for the development of a community, which may make us unable to proceed with its development;

 

•             we may not be able to complete construction and lease-up of a community on schedule, which could result in increased costs;

 

•             we may abandon development opportunities that we have already begun to explore and, as a result, may fail to recover expenses already incurred in exploring these development opportunities; and

 

•             we rely on subcontractors to perform most of our construction activities and poor performance or defaults by a major subcontractor, or our inability to obtain adequate performance bonds for a major subcontractor, may lead to project delays and unanticipated additional costs.

 

We also develop and construct properties for unrelated third parties pursuant to guaranteed maximum price contracts. The terms of these contracts require us to estimate the time and costs to complete a project and we assume the risk that the time and costs associated with our performance may be greater than is anticipated. As a result, our profitability on guaranteed maximum price contracts is dependent on our ability to predict these factors accurately. The time and costs may be affected by a variety of factors, including those listed above, many of which are beyond our control. In addition, the terms of these contracts generally require a warranty period, which may be up to ten years long, during which we may be required to repair, replace or rebuild a project in the event of a material defect in the structure of the project. If we do not accurately predict the time and costs of guaranteed maximum price contracts for particular projects, or if the costs of the warranty work exceed the amounts reserved for these matters, we could suffer losses on those projects and our profitability could be less than anticipated.

 

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Failure to implement our property acquisition strategy could impact our profitability.

 

In the normal course of our business, we continually evaluate a number of potential acquisitions and may acquire additional operating properties. Our inability to successfully implement our acquisition strategy could result in our market penetration decreasing, which could adversely affect our profitability and our ability to satisfy our financial obligations and make distributions to shareholders. Our acquisition activities and their success may be exposed to a number of risks, including the following:

 

•             we may not be able to identify properties to acquire or effect the acquisition;

 

•             we may not be able to successfully integrate acquired properties and operations;

 

•             our estimate of the costs of repositioning or redeveloping the acquired property may prove inaccurate; and

 

•             the acquired property may fail to perform as we expected in analyzing our investment.

 

Insufficient cash flow could affect our debt financing and create refinancing risk.

 

As of December 31, 2005, we had outstanding debt of approximately $2.6 billion. This indebtedness could have important consequences. For example:

 

•               if a property is mortgaged to secure payment of indebtedness, and if we are unable to meet our mortgage payments, we could sustain a loss as a result of foreclosure on the mortgage;

 

•               if cash flow from operations is less than the required principal and interest payments on our existing indebtedness, which in all cases will not have been fully amortized at maturity, we might not be able to refinance the debt or the terms of such refinancing might not be as favorable as the terms of our existing indebtedness;

 

•             our vulnerability to general adverse economic and industry conditions could be increased; and

 

•             our flexibility in planning for, or reacting to, changes in our business and industry could be limited.

 

Issuances of additional debt or equity may adversely impact our financial condition.

 

Our capital requirements depend on numerous factors, including the occupancy rates of our apartment properties, dividend payment rates to our shareholders, development and capital expenditures, costs of operations and potential acquisitions. We cannot accurately predict the timing and amount of our capital requirements. If our capital requirements vary materially from our plans, we may require additional financing sooner than anticipated. Accordingly, we could become more leveraged, resulting in increased risk of default on our obligations and an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.

 

Losses from catastrophes may exceed our insurance coverage.

 

We carry comprehensive liability and property insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, some losses, generally of a catastrophic nature, such as losses from floods, hurricanes or earthquakes, may be subject to limitations. We exercise our discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed.

 

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Potential liability for environmental contamination could result in substantial costs.

 

Under various federal, state and local laws, ordinances and regulations, we are liable for the costs to investigate and remove or remediate hazardous or toxic substances on or in our properties, often regardless of whether we knew of or were responsible for the presence of these substances. These costs may be substantial. Also, if hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent the property or to borrow using that property as collateral may be adversely affected.

 

Additionally, we occasionally develop, manage, lease and/or operate various properties for third parties. Consequently, we may be considered to have been or to be an operator of these properties and, therefore, potentially liable for removal or remediation costs or other potential costs that could relate to hazardous or toxic substances.

 

Over the past several years, there have been an increasing number of lawsuits against owners and managers of multifamily properties alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. Insurance carriers have reacted to these liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates.

 

Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost.

 

The Americans with Disabilities Act, or ADA, the Fair Housing Amendments Act of 1988, or FHAA, and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing properties. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features that increase our construction costs. Legislation or regulations adopted in the future may impose further burdens or restrictions on us with respect to improved access by disabled persons. Although we believe our properties are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA, FHAA and other federal, state and local laws.

 

Failure to qualify as a REIT would cause us to be taxed as a corporation, which would significantly lower funds available for distribution to shareholders.

 

If we fail to qualify as a REIT for federal income tax purposes, we will be taxed as a corporation. The Internal Revenue Service may challenge our qualification as a REIT for prior years, and new legislation, regulations, administrative interpretations or court decisions may change the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification.

 

For any taxable year that we fail to qualify as a REIT, we would be subject to federal income tax on our taxable income at corporate rates, plus any applicable alternative minimum tax. In addition, unless entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. This treatment would reduce our net earnings available for investment or distribution to shareholders because of the additional tax liability for the year or years involved. In addition, distributions would no longer qualify for the dividends paid deduction nor be required to be made in order to preserve REIT status. We might be required to borrow funds or to liquidate some of our investments to pay any applicable tax resulting from our failure to qualify as a REIT.

 

Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders.

 

For us to maintain our qualification as a REIT, not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility that we will fail to qualify as a

 

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REIT under this test, our declaration of trust includes restrictions on transfers of our shares and ownership limits. The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer or prevent a change in control. These provisions may also deter tender offers for our common shares that may be attractive to you, or limit your opportunity to receive a premium for your shares that might otherwise exist if a third party were attempting to effect a change in control transaction.

 

We make mezzanine loans that involve risk of loss.

 

We have made and may continue to make mezzanine loans to various third parties, which are typically secured by multifamily residential real estate and are subordinate to senior mortgages. While these loans are outstanding, we are subject to risks of borrower defaults, bankruptcies, fraud and other losses. In the event of any default under mezzanine loans held by us, we will bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the loan collateral and the principal amount of the loan. In addition, mezzanine loans involve a higher degree of risk that we may not recover some or all of our investment than senior mortgages due to a variety of factors, including the loan becoming unsecured as a result of foreclosure by the senior lender.

 

Increased competition could limit our ability to lease apartments or increase or maintain rents.

 

Our apartment communities compete with numerous housing alternatives in attracting residents, including other rental apartments, condominiums and single-family homes that are available for rent or sale. Competitive residential housing in a particular area could adversely affect our ability to lease apartments and increase or maintain rents.

 

Attractive investment opportunities may not be available, which could adversely affect our profitability.

 

We expect that other real estate investors will compete with us to acquire existing properties and to develop new properties. These competitors, including insurance companies, pension and investment funds, partnerships, investment companies and other apartment REITs, may have greater resources than we do. This competition could increase prices for properties of the type we would likely pursue. As a result, we may not be able, or have the opportunity, to make suitable investments on favorable terms in the future. This could adversely affect our profitability.

 

We depend on our key personnel.

 

Our success depends in part on our ability to attract and retain the services of executive officers and other personnel. There is substantial competition for qualified personnel in the real estate industry and the loss of several of our key personnel could have an adverse effect on us.

 

Changes in laws and litigation risks could affect our business.

 

We are generally not able to pass through to our residents under existing leases real estate taxes, income taxes or other taxes. Consequently, any such tax increases may adversely affect our financial condition and limit our ability to satisfy our financial obligations and make distributions to security holders. Changes that increase our potential liability under environmental laws or our expenditures on environmental compliance could have the same impact.

 

As a large publicly traded owner of multifamily properties, we may become involved in legal proceedings, including consumer, employment, tort or commercial litigation, that if decided adversely to or settled by us could result in liability that is material to our financial condition or results of operations.

 

Item 1B.  Unresolved Staff Comments

 

Not applicable.

 

9


 

Item 2.           Properties

 

The Properties

 

Our properties typically consist of mid-rise buildings and two- and three-story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have one or more swimming pools and a clubhouse and many have whirlpool spas, tennis courts and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers and ceiling fans.

 

Operating Properties

 

The 191 operating properties, which we owned interests in and operated at December 31, 2005, averaged 899 square feet of living area per apartment home. For the year ended December 31, 2005, no single operating property accounted for greater than 2.0% of our total revenues. The operating properties had a weighted average occupancy rate of 95.0% and 94.0% for 2005 and 2004, respectively. Resident lease terms generally range from six to thirteen months and usually require security deposits. One hundred and sixty-four of our operating properties have over 200 apartment homes, with the largest having 894 apartment homes. Our operating properties have an average age of 10 years (calculated on the basis of investment dollars). Our operating properties were constructed and placed in service as follows:

 

Year Placed in Service

 

Number of Operating Properties

2000-2005

 

41

1995-1999

 

52

1990-1994

 

21

1985-1989

 

41

1980-1984

 

25

Prior to 1980

 

11

 

Property Table

 

The following table sets forth information with respect to our operating properties at December 31, 2005.

 

10


 

OPERATING PROPERTIES

 

 

 

 

 

 

 

 

 

 

 

December 2005 Average
Monthly Rental Rates

 

Property and Location

 

Number of
Apartments

 

Year Placed
In Service

 

Average Apartment
Size (Sq. Ft.)

 

2005 Average
Occupancy (1)

 

Per
Apartment

 

Per Sq. Ft.

 

ARIZONA

 

 

 

 

 

 

 

 

 

 

 

 

 

Phoenix

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Copper Square

 

332

 

2000

 

786

 

96.7

%

$

737

 

$

0.94

 

Camden Fountain Palms (7)

 

192

 

1986/1996

 

1,050

 

96.1

 

739

 

0.70

 

Camden Legacy

 

428

 

1996

 

1,067

 

96.3

 

899

 

0.84

 

Camden Pecos Ranch (7)

 

272

 

2001

 

924

 

95.9

 

768

 

0.83

 

Camden San Paloma

 

324

 

1993/1994

 

1,042

 

98.3

 

951

 

0.91

 

Camden Sierra (7)

 

288

 

1997

 

925

 

96.0

 

723

 

0.78

 

Camden Towne Center (7)

 

240

 

1998

 

871

 

95.3

 

746

 

0.86

 

Camden Vista Valley

 

357

 

1986

 

923

 

95.0

 

658

 

0.71

 

Tucson

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Pass

 

456

 

1984

 

559

 

94.1

 

461

 

0.83

 

Camden View

 

365

 

1974

 

1,026

 

95.9

 

694

 

0.68

 

CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

Los Angeles/Orange County

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Crown Valley

 

380

 

2001

 

1,009

 

95.3

 

1,535

 

1.52

 

Camden Harbor View

 

538

 

2004

 

976

 

91.4

 

2,108

 

2.16

 

Camden Martinique

 

714

 

1986

 

795

 

95.4

 

1,256

 

1.58

 

Camden Parkside (7)

 

421

 

1972

 

835

 

95.5

 

1,236

 

1.48

 

Camden Sea Palms

 

138

 

1990

 

891

 

96.1

 

1,392

 

1.56

 

San Diego/Inland Empire

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Sierra at Otay Ranch

 

422

 

2003

 

962

 

91.5

 

1,353

 

1.41

 

Camden Tuscany

 

160

 

2003

 

891

 

96.9

 

1,897

 

2.13

 

Camden Vineyards

 

264

 

2002

 

1,053

 

93.5

 

1,291

 

1.23

 

COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

Denver

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Arbors

 

358

 

1986

 

810

 

92.4

 

695

 

0.86

 

Camden Caley

 

218

 

2000

 

925

 

96.9

 

784

 

0.85

 

Camden Centennial

 

276

 

1985

 

744

 

95.2

 

667

 

0.90

 

Camden Denver West (4)

 

320

 

1997

 

1,015

 

92.9

 

974

 

0.96

 

Camden Highlands Ridge

 

342

 

1996

 

1,141

 

93.0

 

1,015

 

0.89

 

Camden Interlocken

 

340

 

1999

 

1,022

 

93.5

 

1,035

 

1.01

 

Camden Lakeway

 

451

 

1997

 

919

 

92.0

 

891

 

0.97

 

Camden Pinnacle

 

224

 

1985

 

748

 

90.4

 

683

 

0.91

 

DC METRO

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Ashburn Farm

 

162

 

2000

 

1,061

 

95.4

 

1,257

 

1.19

 

Summit Fair Lakes

 

530

 

1999

 

996

 

96.1

 

1,408

 

1.41

 

Summit Fallsgrove (3)

 

268

 

2004

 

996

 

97.3

 

1,446

 

1.45

 

Summit Grand Parc

 

105

 

2002

 

904

 

95.9

 

1,953

 

2.16

 

Summit Lansdowne

 

690

 

2002

 

1,006

 

95.1

 

1,254

 

1.25

 

Summit Largo

 

219

 

2000

 

1,042

 

97.4

 

1,484

 

1.42

 

Summit Roosevelt

 

198

 

2003

 

856

 

98.2

 

1,941

 

2.27

 

Summit Russett

 

426

 

2000

 

1,025

 

93.2

 

1,266

 

1.23

 

Summit Silo Creek

 

284

 

2004

 

971

 

95.1

 

1,212

 

1.25

 

FLORIDA

 

 

 

 

 

 

 

 

 

 

 

 

 

Southeast Florida

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Aventura

 

379

 

1995

 

1,106

 

96.4

 

1,343

 

1.21

 

Summit Brickell

 

405

 

2003

 

937

 

96.0

 

1,339

 

1.43

 

Summit Doral

 

260

 

1999

 

1,172

 

97.8

 

1,336

 

1.14

 

Summit Doral Villas

 

232

 

2000

 

1,253

 

97.6

 

1,407

 

1.12

 

Summit Las Olas (3)

 

420

 

2004

 

1,043

 

97.6

 

1,557

 

1.49

 

Summit Plantation

 

502

 

1997

 

1,152

 

97.8

 

1,221

 

1.06

 

Summit Portofino Place

 

322

 

1995

 

1,307

 

96.7

 

1,208

 

0.92

 

Orlando

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Club

 

436

 

1986

 

1,077

 

97.6

 

874

 

0.81

 

Camden Lago Vista (3)

 

366

 

2005

 

954

 

96.8

 

957

 

1.00

 

Camden Landings

 

220

 

1983

 

748

 

98.5

 

687

 

0.92

 

 

11


 

OPERATING PROPERTIES (CONTINUED)

 

 

 

 

 

 

 

 

 

 

 

December 2005 Average
Monthly Rental Rates

 

Property and Location

 

Number of
Apartments

 

Year Placed
In Service

 

Average Apartment
Size (Sq. Ft.)

 

2005 Average
Occupancy (1)

 

Per
Apartment

 

Per Sq. Ft.

 

Camden Lee Vista

 

492

 

2000

 

937

 

97.7

%

$

847

 

$

0.90

 

Camden Renaissance

 

578

 

1996/1998

 

899

 

97.6

 

860

 

0.96

 

Camden Reserve

 

526

 

1990/1991

 

824

 

97.7

 

760

 

0.92

 

Camden World Gateway (9)

 

408

 

2000

 

979

 

94.8

 

972

 

0.99

 

Summit Hunter’s Creek

 

270

 

2000

 

1,082

 

98.7

 

918

 

0.85

 

Tampa/St. Petersburg

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Bay

 

760

 

1997/2001

 

943

 

94.4

 

858

 

0.91

 

Camden Bay Pointe

 

368

 

1984

 

771

 

96.9

 

703

 

0.91

 

Camden Bayside

 

832

 

1987/1989

 

748

 

98.3

 

729

 

0.98

 

Camden Citrus Park

 

247

 

1985

 

704

 

96.7

 

664

 

0.94

 

Camden Isles

 

484

 

1983/1985

 

722

 

96.9

 

662

 

0.92

 

Camden Lakes

 

688

 

1982/1983

 

728

 

96.0

 

683

 

0.94

 

Camden Lakeside

 

228

 

1986

 

728

 

97.8

 

706

 

0.97

 

Camden Live Oaks

 

770

 

1990

 

1,093

 

95.5

 

751

 

0.69

 

Camden Preserve

 

276

 

1996

 

942

 

98.2

 

967

 

1.03

 

Camden Providence Lakes

 

260

 

1996

 

1,024

 

97.1

 

851

 

0.83

 

Camden Westshore

 

278

 

1986

 

728

 

97.1

 

749

 

1.03

 

Camden Woods

 

444

 

1986

 

1,223

 

95.6

 

840

 

0.69

 

GEORGIA

 

 

 

 

 

 

 

 

 

 

 

 

 

Atlanta

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Brookwood

 

359

 

2002

 

906

 

93.6

 

969

 

1.07

 

Summit Club at Dunwoody

 

324

 

1997

 

1,007

 

94.9

 

881

 

0.88

 

Summit Deer Creek

 

292

 

2000

 

1,187

 

93.8

 

891

 

0.75

 

Summit Midtown

 

296

 

2001

 

953

 

92.2

 

1,015

 

1.07

 

Summit on the River

 

352

 

1997

 

1,103

 

94.1

 

818

 

0.74

 

Summit Peachtree City

 

399

 

2001

 

1,026

 

93.7

 

789

 

0.77

 

Summit Shiloh

 

232

 

1999/2002

 

1,151

 

93.9

 

805

 

0.70

 

Summit St. Clair

 

336

 

1997

 

969

 

92.9

 

899

 

0.93

 

Summit Stockbridge

 

304

 

2003

 

1,009

 

94.4

 

733

 

0.73

 

Summit Sweetwater

 

308

 

2000

 

1,151

 

93.8

 

774

 

0.67

 

KENTUCKY

 

 

 

 

 

 

 

 

 

 

 

 

 

Louisville

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Brookside

 

224

 

1987

 

732

 

92.9

 

603

 

0.82

 

Camden Downs

 

254

 

1975

 

682

 

94.5

 

529

 

0.78

 

Camden Meadows

 

400

 

1987/1990

 

746

 

93.1

 

604

 

0.81

 

Camden Oxmoor

 

432

 

2000

 

903

 

95.4

 

731

 

0.81

 

Camden Prospect Park

 

138

 

1990

 

916

 

95.6

 

697

 

0.76

 

MISSOURI

 

 

 

 

 

 

 

 

 

 

 

 

 

Kansas City

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Passage

 

596

 

1989/1997

 

832

 

94.9

 

662

 

0.80

 

St. Louis

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Cedar Lakes

 

420

 

1986

 

852

 

95.6

 

623

 

0.73

 

Camden Cove West

 

276

 

1990

 

828

 

92.5

 

849

 

1.03

 

Camden Cross Creek

 

591

 

1973/1980

 

947

 

94.0

 

715

 

0.76

 

Camden Taravue

 

304

 

1975

 

676

 

92.8

 

549

 

0.81

 

Camden Trace

 

372

 

1972

 

1,158

 

95.9

 

761

 

0.66

 

Camden Westchase

 

160

 

1986

 

945

 

94.7

 

838

 

0.89

 

NEVADA

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Bel Air

 

528

 

1988/1995

 

943

 

96.9

 

841

 

0.89

 

Camden Breeze

 

320

 

1989

 

846

 

97.1

 

780

 

0.92

 

Camden Canyon

 

200

 

1995

 

987

 

98.3

 

865

 

0.88

 

Camden Commons

 

376

 

1988

 

936

 

96.3

 

865

 

0.92

 

Camden Cove

 

124

 

1990

 

898

 

98.3

 

795

 

0.89

 

Camden Del Mar

 

560

 

1995

 

986

 

97.9

 

915

 

0.93

 

Camden Fairways

 

320

 

1989

 

896

 

98.6

 

863

 

0.96

 

Camden Hills

 

184

 

1991

 

579

 

98.2

 

599

 

1.03

 

 

12


 

OPERATING PROPERTIES (CONTINUED)

 

 

 

 

 

 

 

 

 

 

 

December 2005 Average
Monthly Rental Rates

 

Property and Location

 

Number of
Apartments

 

Year Placed
In Service

 

Average Apartment
Size (Sq. Ft.)

 

2005 Average
Occupancy (1)

 

Per
Apartment

 

Per Sq. Ft.

 

Camden Legends

 

113

 

1994

 

792

 

97.5

%

$

802

 

$

1.02

 

Camden Palisades

 

624

 

1991

 

905

 

98.0

 

858

 

0.95

 

Camden Pines (7)

 

315

 

1997

 

1,005

 

98.4

 

888

 

0.88

 

Camden Pointe

 

252

 

1996

 

985

 

98.0

 

852

 

0.87

 

Camden Summit (7)

 

234

 

1995

 

1,187

 

97.6

 

1,151

 

0.97

 

Camden Tiara (7)

 

400

 

1996

 

1,043

 

98.0

 

922

 

0.88

 

Camden Vintage

 

368

 

1994

 

978

 

96.4

 

857

 

0.88

 

Oasis Bay (5)

 

128

 

1990

 

862

 

97.5

 

822

 

0.95

 

Oasis Crossings (5)

 

72

 

1996

 

983

 

98.5

 

830

 

0.84

 

Oasis Emerald (5)

 

132

 

1988

 

873

 

98.4

 

708

 

0.81

 

Oasis Gateway (5)

 

360

 

1997

 

1,146

 

97.3

 

921

 

0.80

 

Oasis Island (5)

 

118

 

1990

 

901

 

97.9

 

732

 

0.81

 

Oasis Landing (5)

 

144

 

1990

 

938

 

97.7

 

785

 

0.84

 

Oasis Meadows (5)

 

383

 

1996

 

1,031

 

98.0

 

817

 

0.79

 

Oasis Palms (5)

 

208

 

1989

 

880

 

97.2

 

784

 

0.89

 

Oasis Pearl (5)

 

90

 

1989

 

930

 

96.8

 

749

 

0.81

 

Oasis Place (5)

 

240

 

1992

 

440

 

96.7

 

577

 

1.31

 

Oasis Ridge (5)

 

477

 

1984

 

391

 

96.5

 

477

 

1.22

 

Oasis Sands

 

48

 

1994

 

1,125

 

97.0

 

840

 

0.75

 

Oasis Sierra (5)

 

208

 

1998

 

922

 

97.2

 

870

 

0.94

 

Oasis Springs (5)

 

304

 

1988

 

838

 

98.0

 

705

 

0.84

 

Oasis Vinings (5)

 

234

 

1994

 

1,152

 

95.6

 

853

 

0.74

 

NORTH CAROLINA

 

 

 

 

 

 

 

 

 

 

 

 

 

Charlotte

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Eastchase

 

220

 

1986

 

698

 

94.4

 

546

 

0.78

 

Camden Forest

 

208

 

1989

 

703

 

94.0

 

569

 

0.81

 

Camden Habersham

 

240

 

1986

 

773

 

95.4

 

615

 

0.80

 

Camden Park Commons

 

232

 

1997

 

859

 

94.6

 

684

 

0.80

 

Camden Pinehurst

 

407

 

1967

 

1,147

 

95.1

 

721

 

0.63

 

Camden Timber Creek

 

352

 

1984

 

706

 

93.2

 

566

 

0.80

 

Summit Ballantyne

 

400

 

1998

 

1,053

 

93.8

 

801

 

0.76

 

Summit Cotton Mills

 

180

 

2002

 

906

 

97.7

 

1,154

 

1.27

 

Summit Creek (6)

 

260

 

1982

 

895

 

95.2

 

589

 

0.66

 

Summit Fairview

 

135

 

1983

 

1,036

 

97.9

 

700

 

0.68

 

Summit Foxcroft

 

156

 

1979

 

940

 

94.6

 

657

 

0.70

 

Summit Grandview

 

266

 

2000

 

1,145

 

96.7

 

1,242

 

1.08

 

Summit Hollow (6)

 

232

 

1979

 

1,039

 

93.6

 

640

 

0.62

 

Summit Sedgebrook

 

368

 

1999

 

1,017

 

97.2

 

736

 

0.72

 

Summit Simsbury

 

100

 

1985

 

874

 

97.6

 

715

 

0.82

 

Summit South End Square

 

299

 

2003

 

883

 

96.9

 

1,020

 

1.16

 

Summit Stonecrest

 

306

 

2001

 

1,169

 

95.5

 

837

 

0.72

 

Summit Touchstone

 

132

 

1986

 

899

 

94.5

 

658

 

0.73

 

Greensboro

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Glen

 

304

 

1980

 

662

 

93.6

 

559

 

0.84

 

Camden Wendover

 

216

 

1985

 

795

 

94.5

 

608

 

0.77

 

Raleigh

 

 

 

 

 

 

 

 

 

 

 

 

 

Reunion Park by Summit

 

420

 

2000/2004

 

972

 

95.3

 

615

 

0.63

 

Summit Crest

 

438

 

2001

 

1,129

 

92.8

 

743

 

0.66

 

Summit Governor’s Village

 

242

 

1999

 

1,134

 

93.3

 

809

 

0.71

 

Summit Hill (6)

 

411

 

1991

 

1,036

 

92.3

 

708

 

0.68

 

Summit Lake

 

446

 

1999

 

1,075

 

93.1

 

734

 

0.68

 

Summit Overlook

 

320

 

2001

 

1,056

 

95.4

 

808

 

0.77

 

Summit Westwood

 

354

 

1999

 

1,112

 

94.2

 

711

 

0.64

 

PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Valleybrook

 

352

 

2002

 

992

 

92.1

 

1,166

 

1.18

 

 

13


 

OPERATING PROPERTIES (CONTINUED)

 

 

 

 

 

 

 

 

 

 

 

December 2005 Average
Monthly Rental Rates

 

Property and Location

 

Number of
Apartments

 

Year Placed
In Service

 

Average Apartment
Size (Sq. Ft.)

 

2005 Average
Occupancy (1)

 

Per
Apartment

 

Per Sq. Ft.

 

TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

Austin

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Briar Oaks

 

430

 

1980

 

711

 

93.8

%

$

548

 

$

0.77

 

Camden Gaines Ranch (9)

 

390

 

1997

 

955

 

85.4

 

1,004

 

1.05

 

Camden Huntingdon

 

398

 

1995

 

903

 

96.1

 

699

 

0.77

 

Camden Laurel Ridge

 

183

 

1986

 

702

 

96.2

 

550

 

0.78

 

Camden Ridge View

 

167

 

1984

 

859

 

95.6

 

611

 

0.71

 

Camden Ridgecrest

 

284

 

1995

 

851

 

95.9

 

655

 

0.77

 

Camden Woodview

 

283

 

1984

 

644

 

94.8

 

552

 

0.86

 

Corpus Christi

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Breakers

 

288

 

1996

 

868

 

95.3

 

853

 

0.98

 

Camden Copper Ridge

 

344

 

1986

 

775

 

95.7

 

642

 

0.83

 

Camden Miramar (8)

 

778

 

1994/2004

 

468

 

78.5

 

737

 

1.57

 

Dallas/Fort Worth

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Addison (7)

 

456

 

1996

 

942

 

92.9

 

793

 

0.84

 

Camden Buckingham

 

464

 

1997

 

919

 

96.3

 

746

 

0.81

 

Camden Centreport

 

268

 

1997

 

910

 

94.1

 

743

 

0.82

 

Camden Cimarron

 

286

 

1992

 

772

 

97.3

 

726

 

0.94

 

Camden Farmers Market

 

620

 

2001

 

916

 

91.8

 

920

 

1.00

 

Camden Farmers Market
II (2)

 

284

 

2005

 

970

 

Lease-up

 

1,008

 

1.04

 

Camden Gardens

 

256

 

1983

 

652

 

94.7

 

548

 

0.84

 

Camden Glen Lakes

 

424

 

1979

 

877

 

96.1

 

659

 

0.75

 

Camden Highlands

 

160

 

1985

 

816

 

96.8

 

606

 

0.74

 

Camden Lakeview

 

476

 

1985

 

853

 

93.8

 

598

 

0.70

 

Camden Legacy Creek

 

240

 

1995

 

831

 

97.9

 

751

 

0.90

 

Camden Legacy Park

 

276

 

1996

 

871

 

96.9

 

756

 

0.87

 

Camden Oaks

 

446

 

1985

 

730

 

93.0

 

541

 

0.74

 

Camden Oasis

 

602

 

1986

 

548

 

92.4

 

529

 

0.97

 

Camden Place

 

442

 

1984

 

772

 

96.1

 

555

 

0.72

 

Camden Ridge

 

208

 

1985

 

829

 

93.1

 

591

 

0.71

 

Camden Springs

 

304

 

1987

 

713

 

94.6

 

519

 

0.73

 

Camden Terrace

 

340

 

1984

 

848

 

92.8

 

590

 

0.70

 

Camden Towne Village

 

188

 

1983

 

735

 

97.3

 

567

 

0.77

 

Camden Trails

 

264

 

1984

 

733

 

92.6

 

544

 

0.74

 

Camden Valley Creek

 

380

 

1984

 

855

 

94.7

 

631

 

0.74

 

Camden Valley Park

 

516

 

1986

 

743

 

95.7

 

602

 

0.81

 

Camden Valley Ridge

 

408

 

1987

 

773

 

93.3

 

549

 

0.71

 

Camden Westview

 

335

 

1983

 

697

 

94.6

 

572

 

0.82

 

Houston

 

 

 

 

 

 

 

 

 

 

 

 

 

Camden Baytown

 

272

 

1999

 

844

 

95.0

 

748

 

0.89

 

Camden Creek

 

456

 

1984

 

639

 

92.6

 

585

 

0.92

 

Camden Crossing

 

366

 

1982

 

762

 

93.2

 

556

 

0.73

 

Camden Greenway

 

756

 

1999

 

861

 

96.9

 

915

 

1.06

 

Camden Holly Springs (7)

 

548

 

1999

 

934

 

94.3

 

869

 

0.93

 

Camden Midtown

 

337

 

1999

 

843

 

97.5

 

968

 

1.15

 

Camden Oak Crest

 

364

 

2003

 

870

 

94.5

 

812

 

0.93

 

Camden Park (7)

 

288

 

1995

 

866

 

96.1

 

747

 

0.86

 

Camden Steeplechase

 

290

 

1982

 

748

 

93.1

 

592

 

0.79

 

Camden Stonebridge

 

204

 

1993

 

845

 

97.2

 

743

 

0.88

 

Camden Sugar Grove (7)

 

380

 

1997

 

917

 

96.2

 

810

 

0.88

 

Camden Vanderbilt

 

894

 

1996/1997

 

863

 

97.6

 

975

 

1.13

 

Camden West Oaks

 

671

 

1982

 

726

 

91.5

 

567

 

0.78

 

Camden Wilshire

 

536

 

1982

 

761

 

90.5

 

582

 

0.76

 

Camden Wyndham

 

448

 

1978/1981

 

797

 

93.1

 

561

 

0.70

 

Total

 

65,580

 

 

 

899

 

95.3

%

$

839

 

$

0.93

 

 

14


 

(1)       Represents average physical occupancy for the year, including properties acquired in connection with the Summit merger, except as noted below.

(2)       Properties under lease-up at December 31, 2005.

(3)       Development property completed during 2005 - average occupancy calculated from date at which occupancy exceeded 90% through year-end.

(4)       Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor.

(5)       Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private pension fund.

(6)       Properties owned through a joint venture in which we own a 25% interest. The remaining interest is owned by an unaffiliated investor.

(7)       Properties owned through a joint venture in which we own a 20% interest. The remaining interest is owned by an unaffiliated private investor.

(8)       Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies.

(9)       Properties acquired during 2005 – average occupancy calculated from date of acquisition date through year-end.

 

Completed Properties In Lease-Up

 

The completed properties in lease-up table is incorporated herein by reference from page 55 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Development Property

 

The total budgeted cost of the wholly-owned development properties is approximately $491.0 million, with a remaining cost to complete, as of December 31, 2005, of approximately $212.5 million. There can be no assurance that our budget, leasing or occupancy estimates will be attained for the development properties or their performance will be comparable to that of our existing portfolio.

 

Development Property Table

 

The development property table is incorporated herein by reference from page 55 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Management believes that we possess the development capabilities and experience to provide a continuing source of portfolio growth. In making development decisions, management considers a number of factors, including the size of the property, projected market rents and expenses, projected local area job growth, cost of single family housing in the area and availability of land for competing development properties. In order to pursue a development opportunity, we currently require a minimum initial stabilized target return of 6% to 10%. This minimum target return is based on projected market rents and projected stabilized expenses, considering the market and the nature of the prospective development.

 

Item 3.           Legal Proceedings

 

A summary of legal proceedings is incorporated herein by reference from pages 96 through 98 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Item 4.           Submission of Matters to a Vote of Security Holders

 

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

 

PART II

 

Item 5.           Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Information with respect to this Item 5 is incorporated herein by reference from page 100 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1. The number of holders of record of our common shares, $0.01 par value, as of March 6, 2006, was 1,469.

 

15


 

Item 6.              Selected Financial Data

 

Information with respect to this Item 6 is incorporated herein by reference from pages 102 and 103 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Item 7.              Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Information with respect to this Item 7 is incorporated herein by reference from pages 50 through 68 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Item 7A.           Quantitative and Qualitative Disclosures About Market Risk

 

Information with respect to this Item 7A is incorporated herein by reference from page 59 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Item 8.              Financial Statements and Supplementary Data

 

Our financial statements and supplementary financial information for the years ended December 31, 2005, 2004 and 2003 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 69 through 101 of our Annual Report to Shareholders for the year ended December 31, 2005, which is filed as Exhibit 13.1.

 

Item 9.              Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not applicable.

 

Item 9A.           Controls and Procedures

 

Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2005. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2005.

 

There has been no change to our internal control over financial reporting during the quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as follows:

 

A process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trust managers, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

•                  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

•                  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

16


 

•                  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2005. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, 2005.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005. Deloitte & Touche LLP’s attestation report regarding the effectiveness of management’s assessment of internal controls over financial reporting is included herein.

 

17


 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trust Managers and the Shareholders of Camden Property Trust

 

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Camden Property Trust and subsidiaries (the “Trust”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Trust’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, management’s assessment that the Trust maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and consolidated financial statement schedules as of and for the year ended December 31, 2005 of the Trust and our reports dated March 8, 2006 expressed unqualified opinions on those financial statements and financial statement schedules.

 

/s/ Deloitte & Touche LLP

 

 

Houston, Texas

March 8, 2006

 

18


 

Item 9B.           Other Information

 

Not applicable.

 

PART III

 

Item 10.            Directors and Executive Officers of the Registrant

 

Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2006 in connection with the Annual Meeting of Shareholders to be held May 2, 2006.

 

Item 11.            Executive Compensation

 

Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2006 in connection with the Annual Meeting of Shareholders to be held May 2, 2006.

 

Item 12.            Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2006 in connection with the Annual Meeting of Shareholders to be held May 2, 2006.

 

Equity Compensation Plan Information

 

Plan Category

 

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)

 

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

 

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)

 

Equity compensation plans approved by security holders

 

3,380,062

 

$

36.30

 

3,458,630

 

Equity compensation plans not approved by security holders

 

—

 

—

 

—

 

Total

 

3,380,062

 

$

36.30

 

3,458,630

 

 

Item 13.            Certain Relationships and Related Transactions

 

Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2006 in connection with the Annual Meeting of Shareholders to be held May 2, 2006.

 

Item 14.            Principal Accounting Fees and Services

 

Information with respect to this Item 14 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 28, 2006 in connection with the Annual Meeting of Shareholders to be held May 2, 2006.

 

19


 

PART IV

 

Item 15.            Exhibits and Financial Statement Schedules

 

(a)          (1)   Financial Statements:

 

Our financial statements and supplementary financial information for the years ended December 31, 2005, 2004 and 2003 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 69 through 101 of our Annual Report to the Shareholders for the year ended December 31, 2005, which are filed as Exhibit 13.1.

 

(2)   Financial Statement Schedules:

 

The financial statement schedules listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at page F-1 are filed as part of this Report.

 

(3)          Index to Exhibits:

 

Number

 

Title

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of October 4, 2004, among Camden Property Trust, Camden Summit, Inc. and Summit Properties Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust’s Current Report on Form 8-K filed on October 5, 2004 (File No. 001-12110).

 

 

 

2.2

 

Amendment No. 1 to Agreement and Plan of Merger, dated October 6, 2004, among Camden Property Trust, Camden Summit, Inc. and Summit Properties Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust’s
Form 8-K filed on October 6, 2004 (File No. 001-12110).

 

 

 

2.3

 

Amendment No. 2 to Agreement and Plan of Merger, dated as of January 24, 2005, among Camden Property Trust, Camden Summit, Inc. and Summit Properties Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust’s Form 8-K filed on January 25, 2005 (File No. 001-12110).

 

 

 

3.1

 

Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust’s Form 10-K for the year ended December 31, 1993 (File No. 001-12110).

 

 

 

3.2

 

Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust’s Form 10-Q for the quarter ended June 30, 1997 (File No. 001-12110).

 

 

 

3.3

 

Second Amended and Restated Bylaws of Camden Property Trust. Incorporated by reference from Exhibit 3.3 to Camden Property Trust’s Form 10-K for the year ended December 31, 1997 (File No. 1-12110).

 

 

 

4.1

 

Specimen certificate for Common Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Registration Statement on Form S-11 filed on September 15, 1993 (File No. 033-68736).

 

 

 

4.2

 

Indenture dated as of April 1, 1994 by and between Camden Property Trust and The First National Bank of Boston, as Trustee. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Registration Statement on Form S-11 filed on April 12, 1994 (File No. 033-76244).

 

 

 

4.3

 

Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Form 8-K filed on February 15, 1996 (File No. 001-12110).

 

 

 

4.4

 

First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas N.A., as trustee. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form 8-K filed on February 15, 1996 (File No. 001-12110).

 

20


 

4.5

 

Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed on December 2, 1996 (File No. 001-12110).

 

 

 

4.6

 

Form of Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and SunTrust Bank, as trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Registration Statement on Form S-3 filed on February 12, 2003 (File No. 333-103119).

 

 

 

4.7

 

Registration Rights Agreement, dated as of February 23, 1999, between Camden Property Trust and the unitholders named therein. Incorporated by reference from Exhibit 99.3 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 001-12110).

 

 

 

4.8

 

Form of Amendment to Registration Rights Agreement, dated as of December 1, 2003, between Camden Property Trust and the unitholders named therein. Incorporated by reference from Exhibit 4.8 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

4.9

 

Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 001-12110).

 

 

 

4.10

 

Form of Amendment to Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, effective as of December 31, 2003. Incorporated by reference from Exhibit 4.10 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

4.11

 

Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed on February 20, 2001 (File No. 001-12110).

 

 

 

4.12

 

Form of Camden Property Trust 7.625% Note due 2011. Incorporated by reference from Exhibit 4.4 to Camden Property Trust’s Form 8-K filed on February 20, 2001 (File No. 001-12110).

 

 

 

4.13

 

Form of Camden Property Trust 6.75% Note due 2010. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed on September 17, 2001 (Filed on No. 001-12110).

 

 

 

4.14

 

Form of Camden Property Trust 5.875% Note due 2007. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed on June 4, 2002 (File No. 001-12110).

 

 

 

4.15

 

Form of Camden Property Trust 5.875% Note due 2012. Incorporated by reference from Exhibit 4.3 to Camden Property Trust’s Form 8-K filed on November 25, 2002 (File No. 001-12110).

 

 

 

4.16

 

Form of Camden Property Trust 5.375% Note due 2013. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form 8-K filed on December 9, 2003 (File No. 001-12110).

 

 

 

4.17

 

Form of Registration Rights Agreement between Camden Property Trust and the holders named therein. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form S-4 filed on November 24, 2004 (File No. 333-120733).

 

 

 

4.18

 

Form of Camden Property Trust 4.375% Note due 2010. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form 8-K filed on December 20, 2004 (File No. 001-12110).

 

 

 

4.19

 

Form of Camden Property Trust 4.70% Note due 2009. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form 8-K filed on July 12, 2004 (File No. 001-12110).

 

 

 

4.20

 

Form of Camden Property Trust 5.00% Note due 2015. Incorporated by reference from Exhibit 4.2 to Camden Property Trust’s Form 8-K filed on June 7, 2005 (File No. 001-12110).

 

 

 

4.21

 

Indenture dated as of August 7, 1997 between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank. Incorporated by reference from Exhibit 4.1

 

21


 

 

 

to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K filed on August 11, 1997 (File No. 000-22411).

 

 

 

4.22

 

Supplemental Indenture No. 1, dated as of August 12, 1997, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank. Incorporated by reference from Exhibit 4.1 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K/A-1 filed on August 18, 1997 (File No. 000-22411).

 

 

 

4.23

 

Supplemental Indenture No. 2, dated as of December 17, 1997, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank. Incorporated by reference from Exhibit 4.1 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K/A-1 filed on December 17, 1997 (File No. 000-22411).

 

 

 

4.24

 

Supplemental Indenture No. 3, dated as of May 29, 1998, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank. Incorporated by reference from Exhibit 4.2 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K filed on June 2, 1998 (File No. 000-22411).

 

 

 

4.25

 

Supplemental Indenture No. 4, dated as of April 20, 2000, between Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) and First Union National Bank, including a form of Floating Rate Medium-Term Note and a form of Fixed Rate Medium-Term Note. Incorporated by reference from Exhibit 4.2 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K filed on April 28, 2000 (File No. 000-22411).

 

 

 

4.26

 

Supplemental Indenture No. 5, dated as of June 21, 2005, among Camden Summit Partnership, L.P., Camden Property Trust and Wachovia Bank, National Association. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on June 23, 2005 (File No. 001-12110).

 

 

 

4.27

 

7.59% Medium-Term Note due 2009 in the principal amount of $25,000,000 issued by Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) on March 18, 1999. Incorporated by reference from Exhibit 4.1 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 10-Q for the quarter ended March 31, 1999 (File No. 000-22411).

 

 

 

4.28

 

8.50% Medium-Term Note due 2010 in the principal amount of $10,000,000 issued by Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) on July 19, 2000. Incorporated by reference from Exhibit 10.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2000 (File No. 001-12792).

 

 

 

4.29

 

8.037% Medium-Term Note due 2005 in the principal amount of $25,000,000 issued by Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) on November 17, 2000. Incorporated by reference from Exhibit 4.2.9 to Summit Properties Inc.’s Form 10-K for the year ended December 31, 2000 (File No. 001-12792).

 

 

 

4.30

 

7.04% Medium-Term Note due 2006 in the principal amount of $25,000,000 issued by Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) on May 9, 2001. Incorporated by reference from Exhibit 10.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 001-12792).

 

 

 

4.31

 

7.703% Medium-Term Note due 2011 in the principal amount of $35,000,000 issued by Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.) on May 9, 2001. Incorporated by reference from Exhibit 10.3 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 001-12792).

 

 

 

10.1

 

Form of Indemnification Agreement by and between Camden Property Trust and certain of its trust managers and executive officers. Incorporated by reference from Exhibit 10.18 to Amendment No. 1 of Camden Property Trust’s Registration Statement on Form S-11 filed on July 9, 1993 (File No. 033-63588).

 

22


 

10.2

 

Second Amended and Restated Employment Agreement dated July 11, 2003 by and between Camden Property Trust and Richard J. Campo. Incorporated by reference from Exhibit 10.1 to Camden Property Trust’s Form 10-Q for the quarter ended June 30, 2003 (File No. 001-12110).

 

 

 

10.3

 

Second Amended and Restated Employment Agreement dated July 11, 2003 by and between Camden Property Trust and D. Keith Oden. Incorporated by reference from Exhibit 10.2 to Camden Property Trust’s Form 10-Q for the quarter ended June 30, 2003 (File No. 001-12110).

 

 

 

10.4

 

Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers. Incorporated by reference from Exhibit 10.13 to Camden Property Trust’s Form 10-K for the year ended December 31, 1996 (File No. 001-12110).

 

 

 

10.5

 

Camden Property Trust Key Employee Share Option Plan. Incorporated by reference from Exhibit 10.14 to Camden Property Trust’s Form 10-K for the year ended December 31, 1996 (File No. 001-12110).

 

 

 

10.6

 

Distribution Agreement dated March 20, 1997 among Camden Property Trust and the Agents listed therein relating to the issuance of Medium Term Notes. Incorporated by reference from Exhibit 1.1 to Camden Property Trust’s Form 8-K filed on March 21, 1997 (File No. 001-12110).

 

 

 

10.7

 

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees. Incorporated by reference from Exhibit 10.7 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

10.8

 

Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers. Incorporated by reference from Exhibit 10.8 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

10.9

 

Form of Master Exchange Agreement between Camden Property Trust and certain key employees. Incorporated by reference from Exhibit 10.9 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

10.10

 

Form of Master Exchange Agreement between Camden Property Trust and certain trust managers. Incorporated by reference from Exhibit 10.10 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

10.11

 

Form of Credit Agreement dated August 15, 2002 between Camden Property Trust and Bank of America, N.A. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on August 21, 2002 (File No. 001-12110).

 

 

 

10.12

 

Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. Incorporated by reference from Exhibit 10.1 to Camden Property Trust’s Form S-4 filed on February 26, 1997 (File No. 333-22411).

 

 

 

10.13

 

Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on July 15, 1998 (File No. 001-12110).

 

 

 

10.14

 

Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, dated as of October 23, 1998, by and among Oasis Residential, Inc. and the persons named therein. Incorporated by reference from Exhibit 10.59 to Oasis Residential, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-12428).

 

 

 

10.15

 

Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon. Incorporated by reference from Exhibit 10.60 to Oasis

 

23


 

 

 

Residential, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-12428).

 

 

 

10.16

 

Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 001-12110).

 

 

 

10.17

 

First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999. Incorporated by reference from Exhibit 99.2 to Camden Property Trust’s Form 8-K filed on March 10, 1999 (File No. 001-12110).

 

 

 

10.18

 

Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999. Incorporated by reference from Exhibit 10.15 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.19

 

Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003. Incorporated by reference from Exhibit 10.19 to Camden Property Trust’s Form 10-K for the year ended December 31, 2003 (File No. 001-12110).

 

 

 

10.20

 

Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999. Incorporated by reference from Exhibit 10.16 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.21

 

Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000. Incorporated by reference from Exhibit 10.17 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.22

 

Amended and Restated 1993 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.18 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.23

 

Camden Property Trust 1999 Employee Share Purchase Plan. Incorporated by reference from Exhibit 10.19 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.24

 

Form of Senior Executive Loan Guaranty between Camden Operating L.P., Camden USA, Inc. and Bank One, NA. Incorporated by reference from Exhibit 10.20 to Camden Property Trust’s Form 10-K for the year ended December 31, 1999 (File No. 001-12110).

 

 

 

10.25

 

Amended and Restated 2002 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.1 to Camden Property Trust’s Form 10-Q for the quarter ended March 31, 2002 (File No. 001-12110).

 

 

 

10.26

 

Camden Property Trust Short Term Incentive Plan. Incorporated by reference from Exhibit 10.2 to Camden Property Trust’s Form 10-Q for the quarter ended March 31, 2002 (File No. 001-12110).

 

 

 

10.27

 

Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto. Incorporated by reference from Exhibit 10.4 to Camden Property Trust’s Form S-4 filed on November 24, 2004 (File No. 333-120733).

 

 

 

10.28

 

Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto. Incorporated by reference from Exhibit 10.5 to Camden Property Trust’s Form S-4 filed on November 24, 2004 (File No. 333-120733).

 

24


 

10.29

 

Form of Credit Agreement dated January 19, 2005 among Camden Property Trust, Bank of America, N.A., as administrative agent, the Lenders named therein and the Banc of America Securities LLC, as sole lead manager. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on January 20, 2005 (File No. 001-12110).

 

 

 

10.30

 

Form of Amended and Restated Credit Agreement dated January 14, 2005 among Camden Property Trust, Bank of America, N.A., as administrative agent, J.P. Morgan Chase Bank, N.A., as syndication agent, Wachovia Bank, N.A. and Wells Fargo Bank, N.A., as the documentation agents, and the Lenders. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on January 18, 2005 (File No. 001-12110).

 

 

 

10.31

 

Form of First Amendment to Credit Agreement, dated as of January 18, 2006, among Camden Property Trust, Bank of America, N.A., as administrative agent for itself and such other entities from time to time designated as “Lenders” under the Credit Agreement (as defined therein). Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on January 20, 2006 (File No. 001-12110).

 

 

 

10.32

 

Summit Properties Inc.’s 1994 Stock Option and Incentive Plan, as amended and restated. Incorporated by reference from Exhibit 4.5 to Summit Properties Inc.’s Form S-8 (Registration No. 333-79897).

 

 

 

10.33

 

Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001. Incorporated by reference from Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792).

 

 

 

10.34

 

Employment Agreement, dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001. Incorporated by reference from Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 001-12792).

 

 

 

10.35

 

Noncompetition Agreement between Summit Properties Inc. and William F. Paulsen. Incorporated by reference from Exhibit 10.5 to Summit Properties Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (File No. 001-12792).

 

 

 

10.36

 

Noncompetition Agreement between Summit Properties Inc. and William B. McGuire, Jr. Incorporated by reference from Exhibit 10.7 to Summit Properties Inc.’s Form 10-Q for the quarter ended March 31, 2000 (File No. 001-12792).

 

 

 

10.37

 

Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company. Incorporated by reference from Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792).

 

 

 

10.38

 

Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company. Incorporated by reference from Exhibit 10.8.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792).

 

 

 

10.39

 

Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr. Incorporated by reference from Exhibit 99.1 to Camden Property Trust’s Form 8-K filed on April 28, 2005 (File No. 001-12110).

 

 

 

10.40

 

Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen. Incorporated by reference from Exhibit 99.2 to Camden Property Trust’s Form 8-K filed on April 28, 2005 (File No. 001-12110).

 

25


 

10.41

 

Credit Agreement dated July 28, 2003 by and among Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.), Summit Sweetwater, LLC, Summit Shiloh, LLC, Summit Grandview, LLC, Summit Portofino Place, LTD., and L.J. Melody & Company. Incorporated by reference from Exhibit 10.1 to Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 10-Q for the quarter ended June 30, 2003 (File No. 000-22411).

 

 

 

10.42

 

Distribution Agreement, dated as of April 20, 2000 by and among Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.), Summit Properties Inc. and the Agents listed therein. Incorporated by reference from Camden Summit Partnership, L.P.’s (f/k/a Summit Properties Partnership, L.P.) Form 8-K filed on April 28, 2000 (File No. 000-22411).

 

 

 

10.43

 

First Amendment to Distribution Agreement, dated as of May 8, 2001, among Camden Summit Partnership, L.P. (f/k/a Summit Properties Partnership, L.P.), Summit Properties Inc. and the agents named therein. Incorporated by reference from Exhibit 10.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended March 31, 2001 (File No. 001-12792).

 

 

 

12.1*

 

Statement re Computation of Ratios

 

 

 

13.1*

 

Selected pages of the Camden Property Trust Annual Report to Shareholders for the year ended December 31, 2005.

 

 

 

21.1*

 

Subsidiaries of Camden Property Trust.

 

 

 

23.1*

 

Consent of Deloitte & Touche LLP.

 

 

 

24.1*

 

Powers of Attorney for Richard J. Campo, D. Keith Oden, Dennis M. Steen, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen and Steven A. Webster

 

 

 

31.1*

 

Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated March 10, 2006.

 

 

 

31.2*

 

Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated March 10, 2006.

 

 

 

32.1*

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

 

*Filed herewith.

 

26


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

March 10, 2006

CAMDEN PROPERTY TRUST

 

 

 

 

 

By:

/s/ Dennis M. Steen

 

 

 

Dennis M. Steen

 

 

Chief Financial Officer,

 

 

Senior Vice President – Finance and Secretary

 

27


 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Richard J. Campo

 

Chairman of the Board of Trust

 

March 10, 2006

Richard J. Campo

 

Managers and Chief Executive Officer (Principal Executive Officer)

 

 

 

 

 

 

 

/s/ D. Keith Oden

 

President, Chief Operating Officer

 

March 10, 2006

D. Keith Oden

 

and Trust Manager

 

 

 

 

 

 

 

/s/ Dennis M. Steen

 

Chief Financial Officer, Senior Vice

 

March 10, 2006

Dennis M. Steen

 

President-Finance and Secretary
(Principal Financial Officer)

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

William R. Cooper

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

George A. Hrdlicka

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

Scott S. Ingraham

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

Lewis A. Levey

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

William B. McGuire, Jr.

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

F. Gardner Parker

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

William F. Paulsen

 

 

 

 

 

 

 

 

 

*

 

Trust Manager

 

March 10, 2006

Steven A. Webster

 

 

 

 

 

 

 

 

 

*By:

     /s/ Dennis M. Steen

 

 

 

 

 

Dennis M. Steen

 

 

 

 

 

Attorney-in-fact

 

 

 

 

 

28


 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The following financial statements of Camden Property Trust and its subsidiaries required to be included in Item 15(a)(1) are listed below:

 

CAMDEN PROPERTY TRUST

 

 

 

Financial Statements (incorporated by reference under Item 8 of Part II from pages 69 through 101 of our Annual Report to Shareholders for the year ended December 31, 2005):

 

 

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Balance Sheets as of December 31, 2005 and 2004

 

Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003

 

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2005, 2004 and 2003

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003

 

Notes to Consolidated Financial Statements

 

 

 

The following financial statement supplementary data of Camden Property Trust and its subsidiaries required to be included in Item 15(a)(2) is listed below:

 

 

 

Report of Independent Registered Public Accounting Firm (included herein)

 

 

 

Schedule III – Real Estate and Accumulated Depreciation

 

Schedule IV – Mortgage Loans on Real Estate

 

 

F-1


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trust Managers and the Shareholders of Camden Property Trust

 

We have audited the consolidated financial statements of Camden Property Trust and subsidiaries (the “Trust”) as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, management’s assessment of the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2005, and the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2005, and have issued our reports thereon dated March 8, 2006; such consolidated financial statements and our report thereon are included in your 2005 Annual Report to Shareholders and are incorporated herein by reference; our report relating to management’s report on the effectiveness of internal control over financial reporting is included herein. Our audits also included the consolidated financial statement schedules of the Trust listed in Item 15.  These consolidated financial statement schedules are the responsibility of the Trust’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

 

 

/s/ Deloitte & Touche LLP

 

 

Houston, Texas

March 8, 2006

 

F-2


 

Schedule III

 

CAMDEN PROPERTY TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005

 

(in thousands)

Description

 

 

 

Initial Cost To
Camden Property Trust

 

Cost
Capitalized
Subsequent to

 

Gross Amount at Which
Carried at December 31, 2005 (a)

 

 

 

Date

 

 

 

Property Name

 

Location

 

Encumbrances

 

Land

 

Building and
Improvements

 

Acquisition or
Development

 

Land

 

Building

 

Total

 

Accumulated
Depreciation

 

Constructed or
Acquired

 

Depreciable
Life (Years)

 

Apartments

 

TX (b)

 

$

9,897

 

$

117,853

 

$

620,118

 

$

87,228

 

$

117,853

 

$

707,346

 

$

825,199

 

$

239,162

 

1993-2005

 

3-35

 

Apartments

 

AZ (c)

 

—

 

17,691

 

90,067

 

5,612

 

17,691

 

95,679

 

113,370

 

23,568

 

1994-2002

 

3-35

 

Apartments

 

MO

 

13,425

 

18,148

 

120,851

 

21,529

 

18,148

 

142,380

 

160,528

 

66,027

 

1997

 

3-35

 

Apartments

 

KY

 

17,100

 

5,107

 

66,993

 

7,559

 

5,107

 

74,552

 

79,659

 

26,077

 

1997-2000

 

3-35

 

Apartments

 

FL (d)

 

153,446

 

114,985

 

731,010

 

44,299

 

114,985

 

775,309

 

890,294

 

122,459

 

1997-2005

 

3-35

 

Apartments

 

NC

 

143,801

 

76,491

 

435,340

 

19,691

 

76,491

 

455,031

 

531,522

 

57,282

 

1997-2005

 

3-35

 

Apartments

 

NV

 

12,772

 

37,613

 

219,602

 

20,288

 

37,613

 

239,890

 

277,503

 

71,647

 

1998-1999

 

3-35

 

Apartments

 

CO

 

20,695

 

21,907

 

164,470

 

9,733

 

21,907

 

174,203

 

196,110

 

43,117

 

1998-2000

 

3-35

 

Apartments

 

CA (e)

 

45,474

 

76,407

 

357,944

 

8,077

 

76,407

 

366,021

 

442,428

 

46,114

 

1998-2005

 

3-35

 

Apartments

 

DC

 

—

 

28,127

 

130,963

 

403

 

28,127

 

131,366

 

159,493

 

3,376

 

2005

 

3-35

 

Apartments

 

GA

 

63,209

 

56,243

 

251,291

 

2,105

 

56,243

 

253,396

 

309,639

 

6,984

 

2005

 

3-35

 

Apartments

 

MD

 

75,366

 

31,054

 

143,619

 

415

 

31,054

 

144,034

 

175,088

 

3,728

 

2005

 

3-35

 

Apartments

 

PA

 

—

 

7,287

 

38,857

 

102

 

7,287

 

38,959

 

46,246

 

1,073

 

2005

 

3-35

 

Apartments

 

VA

 

70,742

 

37,941

 

242,190

 

613

 

37,941

 

242,803

 

280,744

 

6,036

 

2005

 

3-35

 

Projects Under Development

 

FL

 

—

 

11,395

 

2,422

 

—

 

11,395

 

2,422

 

13,817

 

—

 

1998-2005

 

3-35

 

Projects Under Development

 

TX

 

—

 

31,464

 

30,953

 

—

 

31,464

 

30,953

 

62,417

 

—

 

1998-2005

 

3-35

 

Projects Under Development

 

VA

 

—

 

42,444

 

79,843

 

—

 

42,444

 

79,843

 

122,287

 

—

 

2004-2005

 

3-35

 

Projects Under Development

 

MD

 

—

 

44,223

 

28,882

 

—

 

44,223

 

28,882

 

73,105

 

—

 

2005

 

3-35

 

Projects Under Development

 

NC

 

—

 

2,274

 

41,130

 

—

 

2,274

 

41,130

 

43,404

 

—

 

2005

 

3-35

 

Total

 

 

 

$

625,927

 

$

799,013

 

$

3,834,132

 

$

227,654

 

$

799,013

 

$

4,061,786

 

$

4,860,799

 

$

716,650

 

 

 

 

 

 

(a)       The aggregate cost for federal income tax purposes at December 31, 2005 was $3.1 billion.

(b)       Excludes land and three operating properties classified as held for sale with gross book value of $8,200 and $36,196 respectively, and accumulated depreciation of $15,140.

(c)        Excludes two operating properties classified as held for sale with gross book value of $36,383 and accumulated depreciation of $20,152.

(d)       Excludes land and two operating properties classified as held for sale with gross book value of $8,100 and $122,750, respectively, and accumulated depreciation of $13,848.

(e)        Excludes land classified as held for sale with gross book value of $9,600.

 

The changes in total real estate assets for the years ended December 31:

 

 

 

2005

 

2004

 

2003

 

Balance, beginning of the period

 

$

3,087,018

 

$

3,088,823

 

$

3,020,584

 

Additions During the period:

 

 

 

 

 

 

 

Acquisition - Other

 

99,991

 

—

 

—

 

Acquisition - Summit

 

1,978,593

 

—

 

—

 

Development

 

166,921

 

83,006

 

79,970

 

Improvements

 

41,022

 

26,319

 

22,287

 

Deductions during period:

 

 

 

 

 

 

 

Cost of real estate sold

 

(291,162

)

(37,746

)

(34,018

)

Transferred to held for sale

 

(221,584

)

(73,384

)

—

 

Balance, end of period

 

$

4,860,799

 

$

3,087,018

 

$

3,088,823

 

 

S-1


 

The changes in accumulated depreciation for the years ended December 31:

 

 

 

2005

 

2004

 

2003

 

Balance, beginning of the period

 

$

688,333

 

$

601,688

 

$

498,776

 

Depreciation

 

136,444

 

104,339

 

103,354

 

Real Estate Sold

 

(58,987

)

(6,728

)

(442

)

Classification to held for sale

 

(49,140

)

(10,966

)

—

 

Balance, end of period

 

$

716,650

 

$

688,333

 

$

601,688

 

 

S-2


 

Schedule IV

 

CAMDEN PROPERTY TRUST

MORTGAGE LOANS ON REAL ESTATE

December 31, 2005

 

($ in thousands)

 

Description

 

Interest rate

 

Final maturity date

 

Periodic payment terms

 

Face amount of mortgages

 

Carry amount of mortgages (a)

 

Apartments

 

 

 

 

 

 

 

 

 

 

 

Second Mortgages

 

 

 

 

 

 

 

 

 

 

 

Dallas/Fort Worth, Texas

 

12.50

%

December 2008

 

Interest Only

 

$

4,075

 

$

4,052

 

Austin, Texas

 

13.00

%

December 2008

 

Interest Only

 

2,500

 

2,484

 

Dallas/Fort Worth, Texas

 

12.50

%

April 2009

 

Interest Only

 

2,870

 

2,870

 

Ashburn, Virginia

 

14.00

%

December 2006

 

Interest Only

 

11,916

 

11,916

 

 

 

 

 

 

 

 

 

 

 

 

 

Undeveloped Land

 

 

 

 

 

 

 

 

 

 

 

First Mortgage

 

 

 

 

 

 

 

 

 

 

 

Houston, Texas

 

Prime + 1.00

%

November 2006

 

Interest Only

 

3,855

 

3,855

 

Total

 

 

 

 

 

 

 

$

25,216

 

$

25,177

 

 

(a)    The aggregate cost at December 31, 2005 for federal income tax purposes is $25,177

 

Changes in mortgage loans for the years ended December 31, 2005, 2004 and 2003 are summarized below.

 

 

 

2005

 

2004

 

2003

 

Balance at beginning of year

 

$

54,914

 

$

50,433

 

$

14,703

 

Additions:

 

 

 

 

 

 

 

Advances under real estate loans

 

1,939

 

13,801

 

36,630

 

Deductions:

 

 

 

 

 

 

 

Collections of principal

 

31,676

 

9,320

 

900

 

Balance at end of year

 

$

25,177

 

$

54,914

 

$

50,433

 

 

S-3