-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MF2qnkdPUjgNLjo77P7U51D9fPa1fyfkF07Afv6H3U68LuUMEblI6iKkD/Jr82+q amZqXEPEJtN1bCsfLEWAtw== 0000892626-01-500025.txt : 20010515 0000892626-01-500025.hdr.sgml : 20010515 ACCESSION NUMBER: 0000892626-01-500025 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMLI RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000914724 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363925916 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12784 FILM NUMBER: 1632669 BUSINESS ADDRESS: STREET 1: 125 S WACKER DR STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124431477 FORMER COMPANY: FORMER CONFORMED NAME: AMLI RESIDENTIAL PROPERTIES INC DATE OF NAME CHANGE: 19931112 10-Q 1 aml_301.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2001 Commission File Number 1-12784 AMLI RESIDENTIAL PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 36-3925916 (State of Organization) (I.R.S. Employer Identification No.) 125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (312) 443-1477 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ( X ) No ( ) The number of the Registrant's Common Shares of Beneficial Interest outstanding was 17,704,854 as of March 31, 2001. INDEX PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000. . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the three month ended March 31, 2001 and 2000. . . . 5 Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2001. . . . 6 Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000 . . . 7 Notes to Consolidated Financial Statements . . . . 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . 34 Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . 43 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 49 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 50 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS MARCH 31, 2001 AND DECEMBER 31, 2000 (Dollars in thousands, except share data) MARCH 31, DECEMBER 31, 2001 2000 (UNAUDITED) (AUDITED) ----------- ------------ ASSETS: Rental apartments: Land. . . . . . . . . . . . . . . $ 92,652 91,242 Depreciable property. . . . . . . 603,650 604,081 ---------- ---------- 696,302 695,323 Less accumulated depreciation . . (94,851) (94,590) ---------- ---------- 601,451 600,733 Rental properties held for sale, net of accumulated depreciation . 29,850 -- Land held for development . . . . . 54,856 53,022 Investments in partnerships . . . . 181,396 166,569 Cash and cash equivalents . . . . . 2,103 5,106 Deferred expenses, net. . . . . . . 3,331 3,425 Security deposits . . . . . . . . . 1,458 1,455 Notes receivable from and advances to Service Companies. . . . . . . 6,190 4,857 Other assets. . . . . . . . . . . . 9,539 30,824 ---------- ---------- Total assets $ 890,174 865,991 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: LIABILITIES: Debt (note 5) . . . . . . . . . . . $ 412,242 385,981 Accrued interest payable. . . . . . 1,501 1,783 Accrued real estate taxes payable . 5,780 10,806 Construction costs payable. . . . . 1,350 1,501 Security deposits and prepaid rents 3,015 2,507 Other liabilities . . . . . . . . . 6,676 3,937 ---------- ---------- Total liabilities . . . . 430,564 406,515 ---------- ---------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS - CONTINUED MARCH 31, DECEMBER 31, 2001 2000 (UNAUDITED) (AUDITED) ----------- ------------ Commitments and contingencies (note 6) Minority interest . . . . . . . . . 67,039 59,537 ---------- ---------- SHAREHOLDERS' EQUITY: Series A Cumulative Convertible Preferred shares of beneficial interest, $0.01 par value, 1,500,000 authorized, 1,200,000 issued and 350,000 and 850,000 outstanding, respectively (aggregate liquidation preference of $7,072 and $7,073, respectively). . . . . . . 4 4 Series B Cumulative Convertible Preferred shares of beneficial interest, $0.01 par value, 3,125,000 authorized, issued and outstanding (aggregate liquidation preference of $76,453 and $76,469, respectively) 31 31 Shares of beneficial interest, $0.01 par value, 145,375,000 authorized, 17,704,854 and 17,849,504 common shares issued and outstanding, respectively. . . 177 178 Additional paid-in capital. . . . . 426,903 427,939 Employees' and Trustees' notes. . . (12,267) (12,231) Accumulated other comprehensive loss (2,678) -- Dividends paid in excess of earnings. . . . . . . . . . . . (19,599) (15,982) ---------- ---------- Total shareholders' equity. . . . . . . . . 392,571 399,939 ---------- ---------- Total liabilities and shareholders' equity. . $ 890,174 865,991 ========== ========== See accompanying notes to consolidated financial statements. AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED) (Dollars in thousands, except share data) 2001 2000 -------- -------- Revenues: Property: Rental. . . . . . . . . . . . . $ 26,765 26,274 Other . . . . . . . . . . . . . 1,570 1,537 Interest and share of loss from Service Companies. . . . . (403) 831 Other interest. . . . . . . . . . 477 355 Income from partnerships. . . . . 2,262 1,185 Other . . . . . . . . . . . . . . 657 643 -------- -------- Total revenues. . . . . . 31,328 30,825 -------- -------- Expenses: Personnel . . . . . . . . . . . . 2,837 2,743 Advertising and promotion . . . . 532 521 Utilities . . . . . . . . . . . . 888 773 Building repairs and maintenance and services. . . . . . . . . . 1,178 1,381 Landscaping and grounds maintenance 500 554 Real estate taxes . . . . . . . . 3,540 3,342 Insurance . . . . . . . . . . . . 307 230 Property management fees. . . . . 708 695 Other operating expenses. . . . . 326 299 Interest. . . . . . . . . . . . . 6,427 5,642 Amortization of deferred costs. . 136 118 Depreciation . . . . . . . . . . 5,086 4,966 General and administrative. . . . 1,518 928 -------- -------- Total expenses. . . . . . 23,983 22,192 -------- -------- Income before nonrecurring gains and minority interest . . . . . . 7,345 8,633 Gain on sale of residential property -- 22,316 -------- -------- Income before minority interest . . 7,345 30,949 Minority interest . . . . . . . . . 940 5,021 -------- -------- Net income. . . . . . . . 6,405 25,928 Less income attributable to preferred shares. . . . . . . . . 1,633 1,829 -------- -------- Net income attributable to common shares . . . . . $ 4,772 24,099 ======== ======== Net income per common share - basic $ 0.27 1.42 ======== ======== Net income per common share - diluted $ 0.27 1.23 ======== ======== Dividends declared and paid per common share. . . . . . . . . $ 0.47 0.46 ======== ======== See accompanying notes to consolidated financial statements. AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2001 (Dollars in thousands)
SHARES OF BENEFICIAL INTEREST EMPLOYEES' ACCUMULATED DIVIDENDS -------------------------------- ADDITIONAL AND OTHER PAID PREFERRED COMMON PAID-IN TRUSTEES' COMPREHEN- IN EXCESS SHARES SHARES AMOUNT CAPITAL NOTES SIVE LOSS OF EARNINGS TOTAL --------- ---------- ------ --------- ----------- ---------- ----------- -------- Balance at December 31, 2000 3,475,000 17,849,504 $213 427,939 (12,231) -- (15,982) 399,939 Shares issued in connection with: Executive Share Purchase Plan. . -- 6,750 -- 149 -- -- -- 149 Employees' and Trustees' notes, net of repayments -- -- -- -- (36) -- -- (36) Shares repurchased. -- (151,400) (1) (3,310) -- -- -- (3,311) Non-cumulative effect adjustment of loss on deriva- tive contracts. . -- -- -- -- -- (1,249) -- (1,249) Current period loss on derivative contracts . . . . -- -- -- -- -- (1,429) -- (1,429) Reallocation of minority interest -- -- -- 2,125 -- -- -- 2,125 Earnings in excess of dividends paid. . -- -- -- -- -- -- (3,617) (3,617) --------- ---------- ---- ------- ------- ------- ------- ------- Balance at March 31, 2001. . 3,475,000 17,704,854 $212 426,903 (12,267) (2,678) (19,599) 392,571 ========= ========== ==== ======= ======= ======= ======= ======= See accompanying notes to consolidated financial statements.
AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED) (Dollars in thousands) 2001 2000 -------- -------- Cash flows from operating activities: Net income. . . . . . . . . . . . . . . . $ 6,405 25,928 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . 5,222 5,084 Cash distributions from partnerships in excess of share of income. . . . 2,067 1,526 Loss from Service Companies . . . . . 583 378 Gain on sale of residential property. -- (22,316) Minority interest . . . . . . . . . . 940 5,021 Changes in assets and liabilities: Increase in deferred costs. . . . . . (51) (7) Increase in security deposits . . . . (4) (35) Decrease in other assets. . . . . . . 1,185 2,479 Decrease in accrued real estate taxes (4,920) (4,316) (Decrease) increase in accrued interest payable. . . . . . . . . . (282) 16 Increase in tenant security deposits and prepaid rents. . . . . 507 129 Increase (decrease) in other liabilities . . . . . . . . . . . . 61 (790) -------- ------- Net cash provided by operating activities. . . . . . 11,713 13,097 -------- ------- Cash flows from investing activities: Net cash proceeds from sale of residential property. . . . . . . . . . -- 42,105 Investments in partnerships, net of Operating Partnership units issued. . . (9,150) (11,818) Repayments from affiliates. . . . . . . . 3,226 2,001 Decrease (increase) in earnest money deposits. . . . . . . . . . . . . . . . 520 (3,400) Acquisition properties, net of Operating Partnership units issued and net of $14,444 cash in deferred exchange escrow in 2001. . . . . . . . . . . . . (16,975) (43,275) Capital expenditures - rehab properties . (406) (1,351) Capital expenditures - other properties . (999) (793) Properties under development, net of co-investors' share of costs. . . . . . (2,104) (13,732) Decrease in construction costs payable . . . . . . . . . . . . . (151) (993) -------- ------- Net cash used in investing activities. . . . . . (26,039) (31,256) -------- ------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 2001 2000 -------- -------- Cash flows from financing activities: Debt proceeds, net of financing costs . . 49,858 147,000 Debt repayments . . . . . . . . . . . . . (23,597) (117,674) Proceeds from issuance of Executive Share Purchase Plan shares and Option Plan shares, net of Employees' and Trustees' notes . . . . . . . . . . . . 113 166 Repurchase of shares of beneficial interest - common shares . . . . . . . . . . . . . (3,312) -- Distributions to partners . . . . . . . . (1,717) (1,627) Dividends paid. . . . . . . . . . . . . . (10,022) (9,663) -------- ------- Net cash provided by financing activities. . . . . . 11,323 18,202 -------- ------- Net change in cash and cash equivalents . . (3,003) 43 Cash and cash equivalents at beginning of period . . . . . . . . . . . 5,106 2,318 -------- ------- Cash and cash equivalents at end of period . . . . . . . . . . . . . . $ 2,103 2,361 ======== ======= Supplemental disclosure of cash flow information: Cash paid for mortgage and other interest, net of amounts capitalized. . . . . . . $ 6,709 5,626 ======== ======== See accompanying notes to consolidated financial statements. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 AND 2000 (Unaudited) (Dollars in thousands, except share data) 1. ORGANIZATION AND BASIS OF PRESENTATION Organization AMLI Residential Properties Trust (the "Company") commenced operations upon the completion of its initial public offering on February 15, 1994. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the financial position at March 31, 2001 and December 31, 2000 and the results of operations and cash flows for the periods presented, have been made. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2000 Annual Report and in Form 10-K filed with the Securities and Exchange Commission. The results for the three months ended March 31, 2001 are not necessarily indicative of expected results for the entire year. The consolidated financial statements include the accounts of the Company and AMLI Residential Properties, L. P. (the "Operating Partnership" which holds the operating assets of the Company). The Company is the sole general partner and owned an 85% majority interest in the Operating Partnership at March 31, 2001. The limited partners hold Operating Partnership units ("OP Units") which are convertible into shares of the Company on a one-for-one basis, subject to certain limitations. At March 31, 2001, there are 3,693,978 OP Units held by the limited partners and 3,475,000 convertible preferred shares issued and outstanding. The Company's management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the report periods to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual amounts realized or paid could differ from these estimates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Real Estate Assets At March 31, 2001, the Company was continuing the second phase of the rehab of AMLI at Valley Ranch and completing the rehab of AMLI at Riverbend. AMLI's larger properties were built in phases, and the rehabs of these larger properties are being done in phases. AMLI has no current plans to proceed with the rehab of other additional phases. Through March 31, 2001, the Company has spent $15,116 on the rehab of four properties. All costs (except costs to routinely paint the interiors of units at turnover) associated with a rehab are capitalized and depreciated over their policy lives. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Real Properties Held for Sale Three Months Ended March 31, 2001 2000 ------------------- -------------------- Carrying Operating Operating Property Cost Revenue Income Revenue Income -------- -------- ------- --------- --------- --------- AMLI at: Autumn Chase $29,850 1,470 898 5,852 3,541 ======= ====== ==== ====== ====== Land Held for Development At March 31, 2001, the Company owns several parcels of land, which are currently being planned for development, being held for future development or being considered for sale. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NUMBER NUMBER TOTAL OF OF EXPENDED COMMUNITY LOCATION ACRES UNITS THRU 3/31/01 - --------- -------- ------ ------ ------------ Wholly-Owned: Land Held for Development (1): AMLI: at Champions II Houston, TX 14 288 $ 3,024 at Mesa Ridge Ft. Worth, TX 27 520 4,550 at Fossil Lake Ft. Worth, TX 19 324 3,365 at Fossil Lake II Ft. Worth, TX 15 240 2,392 at Prairie Lakes I Noblesville, IN 17 228 1,077 at Prairie Lakes II-IV Noblesville, IN 103 1,100 5,793 at Anderson Mill Austin, TX 39 520 4,375 at Downtown Austin Austin, TX 2 220 7,729 at Parmer Park Austin, TX 28 480 3,919 at Vista Ridge City of Lewisville, TX 15 340 3,320 at Westwood Ridge Overland Park, KS 30 428 3,304 at Lexington Farms II Overland Park, KS 7 104 742 at Seven Bridges Woodridge, IL 13 520 6,353 at Carmel Center Carmel, IN 15 322 4,913 --- ----- -------- Total wholly-owned land held for development 344 5,634 $ 54,856 === ===== ======== (1) In general these properties are anticipated to be developed in partnership with one or more institutional investors.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
TOTAL NUMBER NUMBER TOTAL ESTIMATED OF OF EXPENDED COSTS UPON COMMUNITY LOCATION ACRES UNITS THRU 3/31/01 COMPLETION - --------- -------- ------ ------ ------------ ---------- Co-Investments (Company Ownership Percentage): Development Communities: AMLI: at Mill Creek (25%) Gwinnett County, GA 33 400 $ 22,957 27,100 at Milton Park (25%) Alpharetta, GA 21 461 7,236 34,700 at Peachtree City II (20%) Peachtree City, GA 21 216 5,878 20,200 at King's Harbor (25%) Houston, TX 15 300 16,376 19,800 at Cambridge Square (30%) Overland Park, KS 21 408 8,804 32,200 at Summit Ridge (25%) Lee's Summit, MO 24 432 28,349 29,300 --- ----- -------- -------- Total co-investment development communities 135 2,217 89,600 $163,300 --- ----- -------- ======== Total wholly-owned and co-investments 479 7,851 $144,456 === ===== ========
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Acquisition The table below summarizes the properties acquired by the Company during 2000-2001:
Year Number Com- of pleted Date Purchase Total Community Location Units (1) Acquired Price Debt Equity - --------- -------- -------- -------- -------- -------- ------ -------- WHOLLY-OWNED: AMLI: at StoneHollow (2). . . . . . Austin, TX 606 1997 2/3/00 $36,806 -- 36,806 at Towne Creek (2)(3) . . . . Gainesville, GA 150 1989 2/8/00 6,617 -- 6,617 at Western Ridge (2). . . . . . Houston, TX 318 2000 12/28/00 20,000 -- 20,000 at Gateway Park (2). . . . . . Denver, CO 328 2000 1/29/01 33,050 -- 33,050 ------ -------- ------ ------- Total wholly-owned 1,402 96,473 -- 96,473 ------ -------- ------ ------- CO-INVESTMENTS (Company ownership percentage): AMLI: Midtown (45%). . Houston, TX 419 1998 1/13/00 33,250 21,945 11,305 on Frankford (45%) . . . . . Dallas, TX 582 1998 6/27/00 38,819 25,710 13,109 at Peachtree City I (20%) (4) . . . . . . Fayette County, GA 312 1998 6/29/00 28,630 -- 28,630 at Scofield Ridge (45%) . . . . . Austin, TX 487 2000 8/15/00 37,300 24,618 12,682 at Breckinridge Point (45%) . . Richardson, TX 440 1999 9/11/00 33,500 22,110 11,390 AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Year Number Com- of pleted Date Purchase Total Community Location Units (1) Acquired Price Debt Equity - --------- -------- -------- -------- -------- -------- ------ -------- at Lowry Estates (50%) . . . . . Denver, CO 414 2000 12/19/00 51,200 33,900 17,300 Towne Square (45%) . . . . . Houston, TX 380 1999 12/28/00 32,500 21,450 11,050 at Osprey Lake (69%) . . . . . Gurnee, IL 483 1997/99 2/1/01 52,000 35,320 16,680 ------ -------- ------- ------- Total co-investments 3,517 307,199 185,053 122,146 ------ -------- ------- ------- Total wholly-owned and co-investments 4,919 $403,672 185,053 218,619 ====== ======== ======= ======= (1) These acquisitions, coupled with new development and the dispositions of selected older communities, have decreased the weighted average age of AMLI's wholly-owned and co-investment portfolio of apartment homes to 6.2 years. (2) These acquisitions completed deferred third party exchanges for Federal income tax purposes. (3) The Company acquired the 99% interest in the community that it did not already own. This property was a leasehold interest subject to a ground lease. The Company acquired the fee ownership of the underlying land which was contributed on March 30, 2001 to the Company in exchange for 40,136 OP Units. (4) The Company's 20% interest in AMLI at Peachtree City I is a result of the Company's sale of an 80% interest in this property.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED DISPOSITION The Company selectively sells properties and reinvests the proceeds in new communities to continually improve the quality of its portfolio and increase the potential for growth in net operating income. The gains on sales of residential communities are reported separately in the accompanying Statements of Operations and neither the properties' selling prices nor related gains are included in revenues in the accompanying consolidated Statements of Operations. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED The table below summarizes the properties sold by the Company during 2000:
Net Operating Income in Twelve Months Costs Immediately Year Before Prior to Number Acquired/ Date Depre- Sale Net Date of Community Location of Units Developed Sold ciation Price Proceeds Gain (4) Sale - --------- -------- -------- --------- -------- -------- -------- -------- -------- ----------- WHOLLY-OWNED: AMLI at: Sope Creek (1) Marietta, GA 695 82/83/95 2/3/00 27,604 42,500 42,105 22,316 4,014 Peachtree City I (2) Fayette County, GA 312 1998 6/29/00 16,062 22,904 22,757 8,151 2,084 the Arbore- tum and Austin, TX 591 1986 12/6/00 28,074 35,650 35,062 12,914 3,029 Martha's Vineyard (3) 1992 12/21/00 ----- ------- ------- ------- ------- ------- Total wholly-owned 1,598 71,740 101,054 99,924 43,381 9,127 ----- ------- ------- ------- ------- ------- AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Net Operating Income in Twelve Months Costs Immediately Year Before Prior to Number Acquired/ Date Depre- Sale Net Date of Community Location of Units Developed Sold ciation Price Proceeds Gain (4) Sale - --------- -------- -------- --------- -------- -------- -------- -------- -------- ----------- CO-INVESTMENTS (Company owner- ship percentage): AMLI at: Pleasant Hill (40%) Atlanta, GA 502 1996 9/28/00 26,445 39,104 37,983 13,829 3,382 ----- -------- ------- ------- ------- ------- Total co-investments 502 26,445 39,104 37,983 13,829 3,382 ----- -------- ------- ------- ------- ------- Total wholly-owned and co-investments 2,100 $ 98,185 140,158 137,907 57,210 12,509 ===== ======== ======= ======= ======= ======= (1) The net proceeds from this sale were used to acquire AMLI at StoneHollow and AMLI at Towne Creek in completion of a deferred third party exchange for Federal income tax purposes. (2) Costs, sale price, net proceeds and gain are stated at 80%, which represents the Company's ownership percentage that was sold to a co-investment partnership. The Company contributed its remaining ownership in the property for which it received a 20% partnership interest. (3) The net proceeds from these sales were used toward the acquisitions of AMLI at Western Ridge and AMLI at Gateway Park, in completion of deferred third party exchanges for Federal income tax purposes. (4) Gains on sales of co-investment properties are shown net of disposition fees paid to the Company by the co-investment partnerships.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED DERIVATIVE/FINANCIAL INSTRUMENTS In the normal course of business, the Company uses a variety of derivative financial instruments to manage, or hedge, interest rate risk. The Company requires that hedging derivative instruments are effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Some derivative instruments are associated with the hedge of an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period. To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination costs are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may or may not actually be realized. STANDARDS IMPLEMENTED AND TRANSITION ADJUSTMENT On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of January 1, 2001, the adoption of the new standard resulted in derivative instruments reported on balance sheet as liabilities of $1,277, and an increase of $1,249 to "Accumulated Other Comprehensive Income (Loss)," which are gains and losses not affecting retained earnings in the Consolidated Statement of Stockholders' Equity. As of March 31, 2001, the liabilities increased by $1,446 to $2,723 and Accumulated Other Comprehensive Loss increased by $1,429 to $2,678. "Accounting for Certain Transactions Involving Stock Compensation," an interpretation of APB No. 25, became effective July 1, 2000 and had no material impact on the Company's financial statements. The Service Companies recorded a pre-tax charge against earnings of $23 for the three months ended March 31, 2001 as a result of implementing this statement. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED DERIVATIVES AND HEDGING In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures including the use of derivatives. For interest rate exposures, derivatives are used primarily to align rate movements between interest rates associated with the Company's rental income and other financial assets with interest rates on related debt, and manage the cost of borrowing obligations. The Company does not use derivatives for trading or speculative purposes. Further, the Company has a policy of only entering into contracts with major financial institutions based upon their credit rating and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives. To manage interest rate risk, the Company may employ options, forwards, interest rate swaps, caps and floors or a combination thereof depending on the underlying exposure. The Company undertakes a variety of borrowings: from lines of credit, to medium- and long-term financings. To reduce overall interest cost, the Company uses interest rate instruments, typically interest rate swaps, to convert a portion of its variable rate debt to fixed rate debt. Interest rate differentials that arise under these swap contracts are recognized in interest expense over the life of the contracts. The resulting cost of funds is usually lower than that which would have been available if debt with matching characteristics was issued directly. The Company also employs forwards or purchased options to hedge qualifying anticipated transactions. Gains and losses are deferred and recognized in net income in the same period that the underlying transaction occurs, expires or is otherwise terminated. As of March 31, 2001, there were deferred losses from hedging positions of $2,678, which are represented in Accumulated Other Comprehensive Loss, a shareholders' equity account. $1,249 was incurred as of January 1, 2001 and additional $1,429 was recorded during the three months ended March 31, 2001. The following table summarizes the notional value, carrying value and fair value of the Company's derivative financial instruments, principally interest rate swap contracts. The notional value at March 31, 2001, provides an indication of the extent of the Company's involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Approximate Cumulative Liability at Notional Fixed Term of Contract Cash March 31, Amount Rate(1) Contract Maturity Paid, Net 2001 (2) - -------- ------- -------- --------- ---------- ------------- $ 75,000 7.112% 1 year 05/10/01 $428 257 10,000 6.216% 5 years 11/01/02 149 261 10,000 6.029% 5 years 11/01/02 87 230 20,000 6.145% 5 years 02/15/03 229 555 10,000 6.070% 5 years 02/18/03 95 265 15,000 6.405% 5 years 09/20/04 41 683 10,000 6.438% 5 years 10/04/04 24 472 - -------- ------ ----- $150,000 $1,053 2,723 ======== ====== ===== (1) The fixed rate for the swaps includes the swap spread (the risk component added to the Treasury yield to determine a fixed rate) and excludes lender's spread. (2) Represents the approximate amount which the Company would have paid as of March 31, 2001 if these contracts were terminated. This amount was recorded as a liability in the accompanying balance sheet as of March 31, 2001.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED On March 31, 2001, the derivative instruments were reported at their fair value as Other Liabilities of $2,723 which increased by $1,446 from $1,277 as of January 1, 2001. The offsetting adjustments were represented as losses in Accumulated Other Comprehensive Loss and there was an adjustment to earnings of $45 due to some small ineffectiveness on the swaps ($28 as of January 1, 2001 and $17 for the three months ended March 31, 2001). All the Company's hedges that are reported at fair value and are represented on the balance sheet are characterized as cash flow hedges. These transactions hedge the future cash flows of debt transactions. Interest rate swaps that convert variable payments to fixed payments, interest rate caps, floors, collars, and forwards are cash flow hedges. The unrealized gains/losses in the fair value of these hedges are reported on balance with a corresponding adjustment to either accumulated other comprehensive income or in earnings--depending on the type of hedging relationship. If the hedging transaction is a cash flow hedge, then the offsetting gains and losses are reported in accumulated other comprehensive income. If the hedging transaction is characterized as a fair value hedge, then the changes in fair value of the hedge and the hedged item are reflected in earnings. If the fair value hedging relationships is fully effective, there is no net effect reflected in income or FFO. Over time, the unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings. This reclassification is consistent with when the hedged items are also recognized in earnings. The Company hedges its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 12 months. During the forecasted period, unrealized gains and losses in the hedging instrument will be reported in accumulated other comprehensive income. Once the hedged transaction takes place, the hedge gains and losses will be reported in earnings during the same period in which the hedged item is recognized in earnings. PER SHARE DATA A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows: 2001 2000 ---------- ----------- Net income . . . . . . . . . . . . $ 6,405 25,928 Less income attributable to preferred shares . . . . . . . (1,633) (1,829) ---------- ---------- Net income attributable to common shares - Basic. . . . . . $ 4,772 24,099 ========== ========== Net income - Diluted . . . . . . . $ 6,405 25,928 ========== ========== Weighted average common shares - Basic . . . . . . . . . 17,825,987 17,021,050 ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 2001 2000 ---------- ----------- Dilutive Options and Other Plan shares. . . . . . . . 111,775 54,060 Convertible preferred shares (anti-dilutive in 2001). . . . . 3,475,000 3,975,000 ---------- ---------- Weighted average common shares - Dilutive. . . . . . . . 21,412,672 21,050,110 ========== ========== Earnings per share before extraordinary items: Basic. . . . . . . . . . . . . $ 0.27 1.42 Diluted. . . . . . . . . . . . $ 0.27 1.23 ========== ========== 3. INVESTMENTS IN PARTNERSHIPS AND SERVICE COMPANIES INVESTMENTS IN PARTNERSHIPS At March 31, 2001, the Operating Partnership is a general partner in various co-investment partnerships. The Operating Partnership and the Service Companies receive various fees for services provided to these co- investment partnerships, including development fees, construction fees, acquisition fees, property management fees, asset management fees, financing fees, administrative fees and disposition fees. The Operating Partnership is entitled to shares of cash flow or liquidation proceeds in excess of its stated ownership percentages, in most cases based on returns to its partners in excess of specified rates. The Operating Partnership has received cash flow and has recorded operating income in excess of its ownership percentages of $521 for the three months ended March 31, 2001. Investments in partnerships at March 31, 2001 and the Company's 2001 share of income or loss for the three months then ended from each are summarized as follows: AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Equity Total Company's Company's Company's ------------------ Company's Net Share of Share of Percentage Total Company's Investment Income Net Income Deprecia- Community Ownership Assets Total Share (1) (1) (Loss) (Loss) tion - --------- ---------- ------- ----- --------- ---------- ----- ---------- ---------- AMLI: at Greenwood Forest 15% $ 15,576 4,009 601 584 (29) (4) 15 at Champions Park 15% 11,378 2,649 397 397 (35) (5) 13 at Champions Centre 15% 8,527 1,926 289 289 (63) (8) 9 at Windbrooke 15% 16,374 4,535 680 680 152 23 16 at Willeo Creek 30% 13,687 4,135 1,240 1,240 192 58 33 at Barrett Lakes 35% 24,156 7,598 2,659 2,802 201 70 80 at Chevy Chase 33% 41,929 12,720 4,192 4,192 559 211 99 at Willowbrook 40% 34,843 10,670 4,267 4,187 305 130 109 at River Park 40% 13,366 4,417 1,767 1,724 138 55 45 at Fox Valley 25% 22,980 22,228 5,557 5,739 346 86 47 at Fossil Creek 25% 19,745 19,369 4,842 4,931 311 78 47 at Danada Farms 10% 44,878 19,164 1,916 1,908 538 54 35 at Verandah 35% 21,806 4,886 1,741 1,818 (33) 7 100 at Northwinds 35% 51,258 16,642 5,825 5,629 438 153 150 at Regents Crest 25% 31,846 15,946 3,986 4,067 97 49 59 at Oakhurst North 25% 41,528 40,405 10,101 10,128 437 109 99 at Wells Branch 25% 32,244 31,757 7,939 7,395 469 117 72 on the Parkway 25% 14,662 4,053 1,010 714 (32) (8) 37 on Timberglen 40% 10,183 3,518 1,431 3 (3) 14 49 at Castle Creek 40% 20,282 19,342 7,698 7,824 271 118 65 at Lake Clear- water 25% 16,139 15,639 3,910 3,962 240 60 34 Creekside 25% 15,965 15,736 3,940 4,064 250 79 -- at Deerfield 25% 16,771 4,129 1,029 850 (94) (24) 37 at Wynnewood Farms 25% 18,390 18,151 4,538 4,579 229 56 36 AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Equity Total Company's Company's Company's ------------------- Company's Net Share of Share of Percentage Total Company's Investment Income Net Income Deprecia- Community Ownership Assets Total Share (1) (1) (Loss) (Loss) tion - --------- ---------- ------- ------ --------- ---------- ----- ---------- ---------- at Monterey Oaks 25% 28,838 28,127 7,032 7,126 550 138 58 at St. Charles 25% 41,883 40,081 10,020 10,026 625 156 80 at Park Bridge 25% 24,257 22,360 5,590 5,682 379 95 44 at Mill Creek 25% 22,868 21,246 5,312 5,459 (129) (32) 24 at Lost Mountain 75% 11,632 951 714 820 20 17 55 on Spring Mill 20% (Residual) 29,108 28,295 -- 1,261 218 -- -- at Prestonwood Hills 45% 17,576 5,875 2,661 2,655 32 26 55 at Windward Park 45% 27,262 9,017 4,087 4,077 36 33 85 at Summit Ridge 25% 29,064 7,974 1,994 1,730 (406) (105) 56 at Oak Bend 40% 25,020 5,813 2,325 2,325 15 94 69 Midtown 45% 33,423 11,257 5,105 5,088 173 104 101 on Frankford 45% 39,616 13,438 6,095 6,078 196 120 120 at Peachtree City I 20% 29,120 28,952 5,790 3,751 445 89 37 at Peachtree City II 20% 6,082 1,000 200 155 -- -- -- at Scofield Ridge 45% 37,921 12,892 5,845 5,826 72 57 112 at Breckinridge Point 45% 34,044 11,587 5,254 5,236 72 55 100 at Cambridge Square 30% 8,826 7,224 2,167 2,182 -- -- -- Towne Square 45% 33,423 11,388 5,162 5,100 16 27 96 at Lowry Estates 50% 52,682 18,109 9,054 8,901 (14) (7) 168 at King's Harbor 25% 16,477 13,906 3,477 3,605 (58) (15) -- at Milton Park 25% 7,309 6,693 1,673 1,258 -- -- -- at Osprey Lake 69% 56,045 19,178 13,194 12,995 (125) (75) 150 ---------- ------- ------- ------- ------- ------ ------ 1,170,989 628,987 184,306 181,042 7,001 2,255 2,696 Other 708 708 354 354 1 7 -- ---------- ------- ------- ------- ------- ------ ------ Total $1,171,697 629,695 184,660 181,396 7,002 2,262 2,696 ========== ======= ======= ======= ======= ====== ======
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (1) The Company's investment in partnerships differs from the Company's share of co-investment partnerships' equity primarily due to capitalized interest on its investments in properties under development, purchase price basis differences and the elimination of the Company's share of development fee income. These items are amortized over 40 years using the straight-line method. All but one debt financing have been obtained at fixed rates from various insurance companies on behalf of these co-investment partnerships. The Company's share of co-investment debt at March 31, 2001 are summarized as follows: Outstand- Total ing at Company's Interest Community Commitment 3/31/01 Share Rate Maturity - --------- ---------- --------- --------- -------- --------- AMLI: at Champions Centre $ 6,700 6,428 964 8.93% Jan. 2002 at Champions Park 9,500 8,516 1,277 7.49% Jan. 2002 at Windbrooke 11,500 11,157 1,674 9.24% Feb. 2002 at Greenwood Forest 11,625 11,294 1,694 8.95% May 2002 at Peachtree City II 19,170 4,845 969 L+1.875% June 2002 at Chevy Chase 29,767 27,695 9,139 6.67% Apr. 2003 at Willeo Creek 10,000 9,330 2,799 6.77% May 2003 at Willowbrook 24,500 23,076 9,230 7.785% May 2003 at Regents Crest 16,500 15,390 3,848 7.50% Dec. 2003 at Verandah 16,940 16,468 5,764 7.55% Apr. 2004 on Timberglen 6,770 6,496 2,598 7.70% June 2004 at Prestonwood Hills 11,649 11,471 5,195 7.17% Aug. 2006 at Windward Park 18,183 17,910 8,119 7.27% Aug. 2006 at Oak Bend 18,834 18,628 7,451 7.81% Dec. 2006 Midtown 21,945 21,700 9,839 7.52% Dec. 2006 at Deerfield 12,600 12,461 3,115 7.56% Jan. 2007 at Danada Farms 24,500 24,015 2,402 7.33% Mar. 2007 on Frankford 25,710 25,572 11,597 8.25% June 2007 at Breckinridge Point22,110 22,003 9,977 7.57% July 2007 at Scofield Ridge 24,618 24,502 11,112 7.70% Aug. 2007 Towne Square 21,450 21,413 9,722 7.60% Jan. 2008 at Lowry Estates 33,900 33,839 16,920 7.12% Jan. 2008 at Summit Ridge 20,000 20,000 5,000 7.27% Feb. 2008 at River Park 9,100 8,730 3,492 7.75% June 2008 on the Parkway 10,800 10,409 2,602 6.75% Jan. 2009 at Barrett Lakes 16,680 16,196 5,669 8.50% Dec. 2009 at Northwinds 33,800 33,681 11,788 8.25% Oct. 2010 at Osprey Lake 35,320 35,320 24,283 7.02% Mar. 2011 at Lost Mountain 10,252 10,247 7,685 6.84% Nov. 2040 -------- -------- ------- $534,423 508,792 195,924 ======== ======== ======= In general, these loans provide for monthly payments of principal and interest based on a 25 or 27 year amortization schedule and a balloon payment at maturity. Some loans provide for payments of interest only for an initial period, with principal amortization commencing generally within two years. Investments in Service Companies Combined financial information of the Service Companies at and for the three months ended March 31, 2001 and 2000 are summarized as follows: AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 2001 2000 ------- ------- Income (1) $ 3,512 4,335 General and adminis- trative expenses (3,147) (3,373) ------- ------- EBITDA 365 962 Interest (698) (813) Depreciation (575) (434) Income taxes 345 108 ------- ------- Loss (2)(3) $ (563) (177) ======= ======= Total assets $39,859 52,729 ======= ======= Total liabilities $41,538 54,647 ======= ======= Total deficit $(1,679) (1,918) ======= ======= (1) Net of construction and landscaping costs. (2) Net of tax effect; includes $104 in amortization of goodwill in both years. (3) In 2000, includes $149 after-tax gain from sale of land. For 2000, substantially all interest expense of the Service Companies resulted from notes payable to the Company at interest rates ranging from 9.5% to 13.0%. For 2001, most such notes payable were refinanced with direct borrowings from banks under the Company's line of credit, with interest at LIBOR + 1.05%. Amounts borrowed from the banks by the Service Companies in 2001 are guaranteed by the Company for which it received a guaranty fee from the Service Companies totalling $68 for the three months ended March 31, 2001. Interest and share of income from Service Companies as included in the accompanying Consolidated Statements of Operations is reconciled below: March 31, ------------------ 2001 2000 ------ ------ Intercompany interest expensed . . . . . . $ 159 1,122 Intercompany interest capitalized. . . . . 21 88 Net income (loss). . . . . . . . . . . . . (563) (191) Intercompany eliminations and minority interests, net. . . . . . . . . (20) (188) ------- ------ $ (403) 831 ======= ====== 4. RELATED PARTY TRANSACTIONS During the three months ended March 31, 2001 and 2000, the Company accrued or paid to its affiliates fees and other costs and expenses as follows: 2001 2000 ----- ----- Management fees $ 708 695 General contractor fees 13 54 Interest expense 140 139 Landscaping and grounds maintenance 439 501 ====== ===== AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED In addition, at March 31, 2001 and December 31, 2000, the Company owed Amli Residential Construction, Inc. $1,350 and $1,501, respectively, for construction costs of communities under development or rehab. During the three months ended March 31, 2001 and 2000, the Company earned or received from its affiliates fees and other income as follows: 2001 2000 ------ ----- Development fees $ 275 385 Acquisition/financing fees 239 110 Asset management fees 143 148 Interest on advances to other affiliates 180 127 Interest on notes and advances to Service Companies 142 1,210 ====== ===== In addition, during the three months ended March 31, 2001 and 2000, total revenues of $820 and $495, respectively, were generated from leases to AMLI Corporate Homes ("ACH"), a division of one of the Service Companies. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 5. DEBT The table below summarizes certain information relating to the indebtedness of the Company.
Balance Balance Original at Interest Maturity at Encumbered Communities Amount 3/31/01 Rate Date 12/31/00 - ---------------------- -------- -------- -------- -------- -------- BOND FINANCING: Tax-Exempt Unsecured (1) $ 40,750 40,750 Rate+1.23% 10/1/24 40,750 Tax-Exempt AMLI at Poplar Creek 9,500 9,500 Rate+1.24% 2/1/24 9,500 -------- ------- ------- Total Bonds 50,250 50,250 50,250 -------- ------- ------- MORTGAGE NOTES PAYABLE TO FINANCIAL INSTITUTIONS: AMLI at Conner Farms 13,275 12,171 7.00% 6/15/03 12,238 AMLI at Riverbend 31,000 28,574 7.30% 7/1/03 28,726 AMLI in Great Hills 11,000 10,144 7.34% 7/1/03 10,198 AMLI at Valley Ranch 11,500 9,901 7.625% 7/10/03 9,969 AMLI at Nantucket 7,735 7,422 7.70% 6/1/04 7,454 AMLI at Bishop's Gate 15,380 14,451 (2) 8/1/05 14,523 AMLI at Regents Center 20,100 19,206 (3) 9/1/05 19,260 AMLI on the Green/AMLI of North Dallas (4) 43,234 40,213 7.789% 5/1/06 40,402 AMLI at Clairmont 12,880 12,698 6.95% 2/15/08 12,738 AMLI at Park Creek 10,322 10,212 7.875% 12/1/38 10,223 -------- ------- -------- Total Mortgage Notes Payable 176,426 164,992(5) 165,731 -------- ------- -------- AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Balance Balance Original at Interest Maturity at Encumbered Properties Amount 3/31/01 Rate Date 12/31/00 - --------------------- -------- -------- -------- -------- -------- OTHER NOTES PAYABLE: Unsecured line of credit (6)(7) 250,000 192,000 L+1.05% 10/11/02 165,000 Note payable to Service Company 5,000 5,000 10.00% 1/1/03 5,000 -------- ------- --------- ------- ------- Total Other Notes Payable 255,000 197,000 170,000 -------- ------- ------- Total $481,676 412,242 385,981 ======== ======= ======= (1) The terms of these tax-exempt bonds require that a portion of the apartment units be leased to individuals who qualify based on income levels specified by the U.S. Government. The bonds bear interest at a variable rate that is adjusted weekly based upon the remarketing rate for these bonds (4.30% for AMLI at Spring Creek and 4.34% for AMLI at Poplar Creek at April 26, 2001). The credit enhancement for the AMLI at Spring Creek bonds was provided by a $41,297 letter of credit from Wachovia Bank which expires on October 11, 2002 and the credit enhancement for the AMLI at Poplar Creek bonds was provided by a $9,617 letter of credit from LaSalle National Bank that expires December 18, 2002. (2) This original $14,000 mortgage note bears interest at 9.1%. For financial reporting purposes, this mortgage note was valued at $15,380 to reflect a 7.25% market rate of interest when assumed in connection with the acquisition of AMLI at Bishop's Gate on October 17, 1997. The unamortized premium at March 31, 2001 is $813. (3) $13,800 at 8.73% and $6,300 at 9.23%. (4) These two properties secure the FNMA loan that was sold at a discount of $673. At March 31, 2001, the unamortized discount is $342. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (5) All but $20,706 is non-recourse to the partners of the Operating Partnership. (6) The Company has used interest rate swaps on $150,000 of the outstanding amount to fix its base interest rate (before current lender's spread) at an average of 6.67%. The Company anticipates paying the outstanding balance down in June 2001 by approximately $140,000 from the proceeds of a new ten year mortgage loan secured by seven currently unencumbered properties. This loan will bear interest at 6.56% and provide for level monthly payments of principal and interest based on a 27-year amortization period. (7) The Company's unsecured line of credit has been provided by a group of eight banks led by Wachovia Bank, N.A. and Bank One, N.A. In November 2000, the maturity date was extended to November 2003 with a one-year renewal option. In addition, AMC and Amrescon were added as borrowers under this line of credit, and such borrowings by the Service Companies ($27,000 at March 31, 2001) are guaranteed by the Company and count against the Company's total availability under this line of credit. This unsecured line of credit requires that the Company meet various covenants typical of such an arrangement, including minimum net worth, minimum debt service coverage and maximum debt to equity percentage. The unsecured line of credit is used for acquisition and development activities and working capital needs.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED As of March 31, 2001, the scheduled maturities of the Company's debt are as follows:
FIXED RATE MORTGAGE NOTES NOTES PAYABLE UNSECURED PAYABLE TO BOND TO FINANCIAL LINES SERVICE FINANCINGS INSTITUTIONS OF CREDIT COMPANIES TOTAL ---------- ------------- --------- ----------- ---------- 2001. . . . . . . . . . . . . . . . . $ -- 2,300 -- -- 2,300 2002. . . . . . . . . . . . . . . . . 50,250 3,273 -- -- 53,523 2003. . . . . . . . . . . . . . . . . -- 60,117 192,000 5,000 257,117 2004. . . . . . . . . . . . . . . . . -- 8,933 -- -- 8,933 2005. . . . . . . . . . . . . . . . . -- 32,877 -- -- 32,877 Thereafter. . . . . . . . . . . . . . -- 57,492 -- -- 57,492 ------- ------- ------- ------ ------- $50,250 164,992 192,000 5,000 412,242 ======= ======= ======= ====== =======
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 6. COMMITMENTS AND CONTINGENCIES The limited partnership Agreements of AMLI at Verandah L.P. and AMLI on Timberglen provide for the redemption (at an amount determined by formula) by the partnerships of the limited partner's entire interest, in their sole discretion, at any time after March 25, 2002 and December 16, 2003, or at any time that there is a designated event of default on related indebtedness of the partnerships, which event of default remains uncured and unwaived to the time of notice of redemption election. The redemption amount may be paid in cash or Company shares of beneficial interest, or any combination thereof, in the sole discretion of the Company. At March 31, 2001, the Company is contingently liable on $8,983 in bank letters of credit issued to secure commitments made in ordinary course of business by the Company and its co-investment partnerships. 7. SEGMENT REPORTING The revenues, net operating income, FFO and assets for the Company's reportable segment are summarized as follows: Three Months Ended March 31, ------------------------ 2001 2000 ---------- ---------- Multifamily segment revenues. . . . . . . . . $ 68,806 54,491 ========== ========== Multifamily segment net operating income. . . $ 42,455 33,370 Reconciling items to FFO: Reduce co-investment net operating income to Company's share (1) . . . . . . (19,978) (13,224) Interest income and share of income (loss) from Service Companies. . . (299) 935 Other interest income . . . . . . . . . . . 477 355 Other revenues. . . . . . . . . . . . . . . 657 643 General and administrative expenses . . . . (1,518) (928) Interest expense and loan cost amortization (6,563) (5,760) ---------- ---------- Consolidated FFO before minority interest . . 15,231 15,391 ---------- ---------- Reconciling items to net income: Depreciation - wholly owned properties. . . (5,086) (4,966) Depreciation - share of co-investment properties. . . . . . . . . . . . . . . . (2,696) (1,688) Share of Service Company's goodwill amortization. . . . . . . . . . . . . . . (104) (104) Gain on sale of residential property. . . . -- 22,316 ---------- ---------- Income before minority interest and extraordinary items . . . . . . . . . . . . 7,345 30,949 Minority interest . . . . . . . . . . . . . . 940 5,021 ---------- ---------- Net income. . . . . . . . . . . . . . . . . . $ 6,405 25,928 ========== ========== March 31, December 31, 2001 2000 ---------- ----------- Segment assets (2). . . . . . . . . . . . . . $1,893,499 1,803,134 ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (1) Represents amount required to reduce co-investment properties' net operating income to the Company's share of net operating income from partnerships. (2) Represents original acquisition costs of wholly owned and co- investment properties. The Company derives no consolidated revenues from foreign countries nor has any major customers that individually account for 10% or more of the Company's consolidated revenues. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) The following discussion is based primarily on the consolidated financial statements of Amli Residential Properties Trust (the "Company") as of March 31, 2001 and December 31, 2000 and for the three months ended March 31, 2001 and 2000. This information should be read in conjunction with the accompanying unaudited consolidated financial statements and notes thereto. These financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. As of March 31, 2001, the Company owned an 85% general partnership interest in AMLI Residential Properties, L.P. (the "Operating Partnership"), which holds the operating assets of the Company. The limited partners hold Operating Partnership units ("OP Units") that are convertible into common shares of the Company on a one-for-one basis, subject to certain limitations. During the first quarter of 2001, the Company has repurchased 151,400 common shares of beneficial interest of the total 500,000 shares authorized to be repurchased. In addition, the Operating Partnership issued 460,240 OP units for the acquisition of wholly-owned and co-investment communities. At March 31, 2001, the Company owned 21,179,854 OP Units and the limited partners owned 3,693,978 OP Units. The Company has qualified, and anticipates continuing to qualify, as a real estate investment trust ("REIT") for Federal income tax purposes. RESULTS OF OPERATIONS During the period from January 1, 2000 through March 31, 2001, the increase in property revenues and property operating expenses resulted from moderate increases in same communities, acquisitions of new communities and stabilization of a newly-constructed community offset in part by sales of stabilized communities. Since January 1, 2000, the Company has sold four stabilized communities containing a total of 1,598 apartment homes. During the same period, the Company has acquired a total of 1,402 units in four stabilized communities. The Company also has completed development and begun rental operations of a 200 apartment homes additional phase to an existing community. Property operations from wholly-owned assets for the three months ended March 31, 2001 and 2000 are summarized as follows: Increase 2001 2000 (Decrease) ------- ------ --------- Total Wholly-Owned Property Revenues - ------------------ Same communities . . . . . . . $24,702 23,869 833 New communities. . . . . . . . 493 123 370 Development and/or lease-up communities . . . . . . . . . -- -- -- Acquisition communities. . . . 3,141 1,148 1,993 Communities contributed to ventures/sold. . . . . . . -- 2,671 (2,671) ------- ------- ------- Total . . . . . . . . . . . $28,336 27,811 525 ======= ======= ======= Increase 2001 2000 (Decrease) ------- ------ --------- Total Wholly-Owned Property Operating Expenses - --------------------------- Same communities . . . . . . . $ 9,386 9,078 308 New communities. . . . . . . . 187 87 100 Development and/or lease-up communities . . . . . . . . . -- -- -- Acquisition communities. . . . 1,232 401 831 Communities contributed to ventures/sold. . . . . . . 12 972 (960) ------- ------- ------- Total . . . . . . . . . . . $10,817 10,538 279 ======= ======= ======= Total Wholly-Owned Property Net Operating Income - ----------------------------- Same communities . . . . . . . $15,316 14,791 525 New communities. . . . . . . . 306 36 270 Development and/or lease-up communities . . . . . . . . . -- -- -- Acquisition communities. . . . 1,909 747 1,162 Communities contributed to ventures/sold. . . . . . . (12) 1,699 (1,711) ------- ------- ------- Total . . . . . . . . . . . $17,519 17,273 246 ======= ======= ======= The term "New Communities" refers to completed properties that were stabilized after the beginning of the earliest period for which comparative financial information is presented. Property Net Operating Income is computed before interest, taxes, depreciation and amortization. This performance measure is not intended as a replacement for net income determined in accordance with generally accepted accounting principles ("GAAP"). Since January 1, 2000, the Company has invested in eight co-investment partnerships, which have acquired eight stabilized communities containing a total of 3,517 apartment homes. Of the total, a 312-unit community, which was a wholly-owned community, was acquired by a 20% owned co-investment partnership. The communities are as follows: Date No of Market Acquired Units ------ --------- ----- AMLI: Midtown. . . . . . . . . . . . Houston Jan. 2000 419 at Peachtree City. . . . . . . Atlanta June 2000 312 on Frankford . . . . . . . . . Dallas Aug. 2000 582 at Scofield Ridge. . . . . . . Austin Aug. 2000 487 at Breckinridge Point. . . . . Dallas Sept. 2000 440 at Lowry Estates . . . . . . . Denver Dec. 2000 414 Towne Square . . . . . . . . . Houston Dec. 2000 380 at Osprey Lake . . . . . . . . Illinois Feb. 2001 483 ----- Total . . . . . . . . . . . 3,517 ===== In addition, the Company, through joint ventures with institutional investors, has completed or has under development and begun rental operations of thirteen communities. Eight communities with a total of 2,422 units were stabilized in 2000. Two communities with a total of 628 stabilized in 2001. The remaining three communities, containing a total of 1,132 apartments homes, are under development and/or in lease-up as of March 31, 2001 and are anticipated to be completed in 2001. During 2000, the Company sold a 502 apartment home community. This sale partially offset the overall revenue growth of the co-investment communities. Increase 2001 2000 (Decrease) ------- ------- --------- Total Co-investment Property Revenues - ------------------------------------- Same communities . . . . . . . . $21,516 21,371 145 New communities. . . . . . . . . 6,290 1,994 4,296 Development and/or lease-up communities . . . . . . . . . . 2,326 130 2,196 Acquisition communities. . . . . 9,429 1,943 7,486 Communities contributed to ventures/sold. . . . . . . . 908 1,358 (450) ------- ------- ------- Total . . . . . . . . . . . . $40,469 26,796 13,673 ======= ======= ======= Company's share of co-invest- ment total revenues . . . . . . $12,939 7,878 5,061 ======= ======= ======= Total Co-investment Property Operating Expenses - --------------------------- Same communities . . . . . . . . $ 8,123 7,869 254 New communities. . . . . . . . . 2,226 1,353 873 Development and/or lease-up communities . . . . . . . . . . 1,161 122 1,039 Acquisition communities. . . . . 3,611 735 2,876 Communities contributed to ventures/sold. . . . . . . . 265 501 (236) ------- ------- ------- Total . . . . . . . . . . . . $15,386 10,580 4,806 ======= ======= ======= Company's share of co-invest- ment property operating expenses. . . . . . . . . . . . $ 4,626 3,032 1,594 ======= ======= ======= Total Co-investment Property Net Operating Income - ---------------------------- Same communities . . . . . . . . $13,393 13,502 (109) New communities. . . . . . . . . 4,064 641 3,423 Development and/or lease-up communities . . . . . . . . . . 1,165 8 1,157 Acquisition communities. . . . . 5,818 1,208 4,610 Communities contributed to ventures/sold . . . . . . . . . 643 857 (214) ------- ------- ------- Total . . . . . . . . . . . . $25,083 16,216 8,867 ======= ======= ======= Company's share of co-invest- ment property NOI. . . . . . . . $ 8,740 5,036 3,704 ======= ======= ======= For the three months ended March 31, 2001, total revenues were $31,328 and net income was $6,405. Total revenues for the year earlier period were $30,825 and net income was $25,928, which included a non-recurring gain of $22,316 from the sale of a residential property. For the first quarter of 2001, basic earnings per common share decreased to $0.27 from $1.42 (included $0.90 per share from the sale of a residential property) in the year earlier period. Diluted earnings per common share for the first quarter 2001 decreased to $0.27 from $1.23 ($0.33 excluding the gain) for the year earlier period. On a "same community" basis, weighted average occupancy of the apartment homes owned wholly by the Company increased slightly to 91.3% for the three months ended March 31, 2001 from 90.9% in the prior year. Weighted average collected rental rates increased by 3.1% to $780 from $756 per unit per month for the three months ended March 31, 2001 and 2000, respectively. Including Co-Investment Communities, weighted average occupancy of the Company's apartment homes decreased to 91.7% for the three months ended March 31, 2001 from 92.2% in the prior year, and weighted average collected rental rates increased by 3.3% to $827 from $801 per unit per month for the three months ended March 31, 2001 and 2000, respectively. COMPARISON OF THREE MONTHS ENDED MARCH 31, 2001 TO THREE MONTHS ENDED MARCH 31, 2000. Income before minority interest decreased to $7,345 for the three months ended March 31, 2001 from $30,949 for the three months ended March 31, 2000. This decrease was primarily attributable to a $22,316 gain on sale of a residential property in 2000 that did not occur in 2001. In addition, a $278 increase in property operating expenses, a $785 increase in interest expense and a $120 increase in depreciation, offset in part by a $503 increase in total revenues, contributed to the decrease in income. The increase in total revenues was largely from the Company's share of income from partnerships offset by a share of loss from Service Companies. Net income for the three months ended March 31, 2001 and 2000 was $6,405 and $25,928, respectively. Total property revenues increased by $524 or 1.9%. This increase in property revenues was primarily from the 1,402 apartment homes acquired during 2001 and 2000. This increase was offset in part by a decrease resulting from 1,596 apartment homes sold during 2000. In addition, the Company commenced leasing 200 apartment homes under development during 2000. Furthermore, moderate increases in rental rates were achieved, offset by a decline in weighted average occupancy as discussed in the preceding paragraph. Other property revenues include increases in various fees charged to residents. On a same community basis total property revenues increased by $833 or 3.5% and net operating income increased by $525 or 3.6%. The Company operates, owns and manages apartments in eight metropolitan areas. During 2000, the supply/demand characteristics in the suburban Atlanta and Chicago markets have enabled the Company to increase rents at a rate in excess of the rate of inflation. Supply and demand is generally in balance in Atlanta. A combination of a moderate over-supply of rental apartments in Dallas, Houston, Indianapolis and Kansas City coupled with increased vacancy rates attributable to the Company's rehabs of four wholly-owned communities in Atlanta, Dallas and Indianapolis, and a general business slow-down in Austin, has contributed to overall growth in collected rents at less than the rate of inflation. Interest and share of income (loss) from Service Companies decreased 148.5% to $(403) from $831 primarily due to decreased interest income as a result of Service Companies' direct borrowings on $27,000 borrowed under the Company's line of credit and lower construction income as a result of slower construction and development. Income from partnerships increased to $2,262 from $1,185, or 90.9%. This increase was a result of the acquisition of eight stabilized communities containing a total of 3,517 units through eight new co- investment partnerships. In addition, eleven new co-investment partnerships have invested in ten development communities and a second phase to an existing stabilized community during 2001 and 2000. During 2001, two communities containing a total of 628 apartment homes achieved stabilized operations and three with 1,132 apartment homes were still under development and/or in lease-up. On a same community basis, total property revenues increased by $145 or 0.7% and net operating income decreased by $109, or 0.8%. Other income increased moderately to $657 from $643, or 2.2%. This increase is primarily due to higher acquisition fees offset by lower development fees as the Company's development activities have slowed down in Dallas and Kansas City. Property operating expenses increased by $278, or 2.6%. This increase is principally due to increases in personnel costs, in utilities and real estate tax expense. On a same community basis, property operating expenses increased by $308 or 3.4% Interest expense, net of the amounts capitalized, increased to $6,427 from $5,642 or 13.9%, primarily due to increased indebtedness incurred in conjunction with acquisition activities, investments in joint ventures which own stabilized properties, increased short-term borrowing rates, and $198 in costs associated with a $75 million interest rate swap entered into in May 2000. General and administrative expenses increased to $1,518 for the three months ended March 31, 2001 from $928 for the three months ended March 31, 2000. The increase is primarily due to costs attributable to abandoned projects and a portion of investment in Broadband high speed internet access business that were written off. Higher shareholder service expenses and higher cost of carrying land parcels held for future development also contributed to the increase. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2001, the Company had $2,103 in cash and cash equivalents and $31,000 in availability under its $250,000 unsecured line of credit. The availability under the line of credit is based on total borrowings of $219,000, including $27,000 borrowed directly by unconsolidated Service Company affiliates. The borrowings of the Service Company affiliates are guaranteed by the Company. Borrowings under the line of credit bear interest at a rate of LIBOR plus 1.05%. The Company has obtained a commitment from a lender for $140,000 in ten-year 6.56% fixed-rate financing, which will be secured by first mortgages on seven of the Company's currently unencumbered wholly-owned communities. The closing of this financing is anticipated to occur in June 2001. The Company intends to pay down its unsecured line of credit from the proceeds of this loan and concurrently reduce its line of credit to approximately $200,000. At March 31, 2001, nineteen of the Company's wholly-owned stabilized communities were unencumbered. There are no fixed rate loans on wholly- owned communities with maturity dates prior to July 2003. Net cash flows provided by operating activities for the three months ended March 31, 2001 decreased to $11,713 from $13,097 for the three months ended March 31, 2000. The decrease is primarily due to increased interest expense and property operating expenses, and payments of real estate taxes for properties located in Texas. Cash flows used in investing activities for the three months ended March 31, 2001 decreased to $26,039 from $31,256 for the three months ended March 31, 2000. The decrease consisted primarily of net proceeds from the sale of rental community in 2000 offset in part by higher expenditures for acquisitions and development costs and higher investments in partnerships. Net cash flows used in financing activities for the three months ended March 31, 2001 were $11,323, which reflect net proceeds of additional borrowings and dividend payments. In 2001, $3,312 were used to repurchase 151,400 of the Company's shares of beneficial interests. Funds from operations ("FFO") is defined as net income (computed in accordance with GAAP), excluding extraordinary gains (losses) from debt restructuring and gains (losses) from sales of depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. FFO does not represent cash flows from operations, as defined by GAAP; is not indicative that cash flows are adequate to fund all cash needs; and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or the Company's cash flows or liquidity as defined by GAAP. FFO is widely accepted in measuring the performance of equity REITs. An understanding of the Company's FFO will enhance the reader's comprehension of the Company's results of operations and cash flows as presented in the financial statements and data included elsewhere herein. FFO for the three months ended March 31, 2001 and 2000 is summarized as follows: March 31, -------------------------- 2001 2000 ---------- --------- Net income before minority interest $ 7,345 30,949 Depreciation 5,086 4,966 Share of co-investment partner- ships' depreciation 2,696 1,688 Share of Service Company's goodwill amortization 104 104 Gain on sale of residential property -- (22,316) ---------- ---------- FFO $ 15,231 15,391 ========== ========== Weighted average shares and units including dilutive shares 24,925,231 24,596,031 ========== ========== The Company expects to pay quarterly dividends from cash available for distribution. Until distributed, funds available for distribution are used to temporarily reduce outstanding balances on the Company's revolving lines of credit. The Company intends to finance the majority of its future acquisition and development activities by co-investing these acquisitions and developments with institutional partners. In addition, the Company is selectively selling older communities and using proceeds of such sales to buy newly-constructed properties. The Company expects to meet its short- term liquidity requirements by using its working capital and any portion of net cash flow from operations not distributed currently. The Company believes that its future net cash flows will be adequate to meet operating requirements in both the short and the long term and provide for payment of dividends by the Company in accordance with REIT requirements. The Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. A REIT will generally not be subject to Federal income taxation on that portion of its income that qualifies as REIT taxable income to the extent that it distributes at least 90% of its taxable income to its shareholders and complies with certain other requirements. In 1999, the Company distributed approximately 90% of its taxable income and has designated a portion of its dividends being paid during 2000 as a throw back dividend to 1999. In 2000, the Company distributed approximately 90% of its taxable income and will again designate a portion of its dividends paid during 2001 as a throw back dividend to 2000. The Company's current dividend payment level equals an annual rate of $1.88 per common share, increased on July 31, 2000 from an annual rate of $1.84 per common share. The Company anticipates that all dividends paid in 2001 will be fully taxable. The Company has recorded no deferred taxes on gains for financial reporting purposes that have been deferred for income tax reporting purposes because the Company intends to distribute to its shareholders any deferred tax gain upon ultimate realization for income tax reporting purposes. The Company expects to meet certain long-term liquidity requirements such as scheduled debt maturities, repayment of loans for construction, development, and acquisition activities through the issuance of long-term secured and unsecured debt and additional equity securities of the Company (or OP Units). Through March 31, 2001, the Company has issued preferred and common shares for an aggregate issuance price of $128,467 leaving a balance of $71,533 in shares that the Company may issue in the future under its shelf registration statement. COMPANY INDEBTEDNESS The Company's debt as of March 31, 2001 includes $164,992 which is secured by first mortgages on eleven of the wholly-owned communities and is summarized as follows: SUMMARY DEBT TABLE ------------------ Type of Weighted Average Outstanding Percent Indebtedness Interest Rate Balance of Total - ------------ ---------------- ----------- -------- Fixed Rate Mortgages 7.6% $164,992 40.0% Tax-Exempt Tax-Exempt Rate + 1.23% 50,250 12.2% Bonds (1) Tax-Exempt Rate + 1.24% Lines of Credit (2) LIBOR + 1.05% 192,000 46.6% Note payable to Service Company 10% 5,000 1.2% -------- ------ Total $412,242 100.0% ======== ====== - -------------------- (1) The tax-exempt bonds bear interest at a variable tax-exempt rate that is adjusted weekly based on the re-marketing of these bonds (4.30% for AMLI at Spring Creek and 4.34% for AMLI at Poplar Creek at April 26, 2001). The AMLI at Spring Creek bonds mature on October 1, 2024 and the related credit enhancement expires on October 15, 2002. The AMLI at Poplar Creek bonds mature on February 1, 2024 and the related credit enhancement expires on December 18, 2002. (2) Amounts borrowed under lines of credit are due in 2003. The interest rate on $150,000 has been fixed pursuant to interest rate swap contracts. These borrowings are anticipated to be paid down from the proceeds of a new year fixed rate secured financing which is anticipated to fund in June 2001. DEVELOPMENT ACTIVITIES At March 31, 2001, the Company has made capital contributions totaling $201,110 to its existing co-investment partnerships and anticipates funding substantially all of its remaining commitment of $16,016 during 2001 to complete the 2,217 homes being developed by co-investment partnerships. The Company owns land for the development of an additional 5,634 apartment homes in Ft. Worth, Houston and Austin, Texas; Indianapolis, Indiana; Kansas City, Kansas, and Chicago, Illinois. The Company has earnest money deposits of $525 for five land parcels anticipated to be acquired in 2001 or 2002 for development. CAPITAL EXPENDITURES Capital expenditures are those made for assets having a useful life in excess of one year and include replacements (including carpeting and appliances) and betterments, such as unit upgrades, enclosed parking facilities and similar items. In conjunction with acquisitions of existing properties, it is the Company's policy to provide in its acquisition budgets adequate funds to complete any deferred maintenance items and to otherwise make the properties acquired competitive with comparable newly-constructed properties. In some cases, the Company will provide in its acquisition budget additional funds to upgrade or otherwise improve new acquisitions. REHAB EXPENDITURES In September 1998, AMLI initiated its first community rehab since its initial public offering. Rehab is a capital improvement program involving significant repairs, replacements and improvements at an aggregate cost of at least the greater of $3 per apartment home or 5% of the value of the entire apartment community. All costs (except costs to routinely paint the interiors of units at turnover) associated with a rehab will be capitalized and depreciated over their policy lives. At March 31, 2001, the Company was continuing the rehab of the second phase of AMLI at Valley Ranch and completing the rehab of AMLI at Riverbend. AMLI's larger properties were built in phases, and the rehabs of these larger properties are being done in phases, each extending over periods not exceeding 24 months. AMLI has no other current plans to proceed with the rehab of additional phases. Through March 31, 2001, the Company has spent $15,116 on rehab of four properties. INFLATION Inflation has been low. Virtually all apartment leases at the wholly- owned communities and co-investment communities are for six or twelve months' duration. This enables the Company to pass along inflationary increases in its operating expenses on a timely basis. Because the Company's property operating expenses (exclusive of depreciation and amortization) average approximately 38.2% of rental and other property revenue, increased inflation typically results in comparable increases in income before interest and general and administrative expenses, so long as rental market conditions allow increases in rental rates while maintaining stable occupancy. An increase in general price levels may immediately precede, or accompany, an increase in interest rates. At March 31, 2001, the Company's exposure (including the Company's proportionate share of its co-investment partnerships' expense) to rising interest rates is mitigated by the existing debt level of approximately 43% of the Company's total market capitalization (53% including the Company's share of co-investment partnerships' debt), the high percentage of intermediate-term fixed-rate debt (40% of total debt), and the use of interest rate swaps to effectively fix the interest rate on $75,000 of floating-rate debt through May 2001, $20,000 through November 2002, $30,000 through February 2003, $15,000 through September 2004 and $10,000 through October 2004 (36.4% of total debt). As a result, for the foreseeable future, increases in interest expense resulting from increasing inflation are anticipated to be less than future increases in income before interest and general and administrative expenses. OTHER MATTERS On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities". SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of January 1, 2001, the adoption of the new standards resulted in derivative instruments reported on balance sheet as liabilities of $1,277, and an increase of $1,249 to "Accumulated Other Comprehensive Income (Loss)", which are gains and losses not affecting retained earnings in the Consolidated Statement of Stockholders' Equity. As of March 31, 2001, the liabilities increased by $1,446 to $2,723 and Accumulated Other Comprehensive Loss increased by $1,429 to $2,678. "Accounting for Certain Transactions involving Stock Compensation," an interpretation of APB No. 25, became effective July 1, 2000 and is not currently expected to have a material impact on the Company's financial statements. The Service Companies recorded a pre-tax charge against earnings of $23 for the three months ended March 31, 2001 as a result of implementing this statement. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements set forth herein or incorporated by reference herein from the Company's filings under the Securities Exchange Act of 1934, as amended, contain forward-looking statements, including, without limitation, statements relating to the timing and anticipated capital expenditures of the Company's development programs. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results may differ materially from that set forth in the forward-looking statements. Certain factors that might cause such differences include general economic conditions, local real estate conditions, construction delays due to the unavailability of construction materials, weather conditions or other delays beyond the control of the Company. Consequently, such forward- looking statements should be regarded solely as reflections of the Company's current operating and development plans and estimates. These plans and estimates are subject to revision from time to time as additional information becomes available, and actual results may differ from those indicated in the referenced statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As disclosed in Item 2, the Company has in 2000 been limited in its ability to raise rents and increase occupancies at many of its wholly-owned properties because of relative weak demand (in Dallas, Indianapolis and Kansas City in particular) and because of the rehabs in process at its three largest properties. With the conclusion of the rehab program early in 2001, the Company anticipates bringing occupancies of its rehab properties back up to a more normal level. The Company is of the opinion that an existing slow down in the rate of new construction in Dallas, Indianapolis and Kansas City will soon permit the Company to again raise rents at least at the rate of inflation. Since December 31, 2000, there have been no significant changes in the Company's exposure to interest rate changes or other market risks. OCCUPANCY The following is a listing of approximate physical occupancy levels by quarter for the Company's Wholly-Owned Communities and Co-Investment Communities:
2001 2000 Location/Community Company's Number ---------------------------------------------------- - ------------------ Percentage of at at at at at at at at Wholly-owned Communities Ownership Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31 - ------------------------ ---------- ------- ----- ----- ----- ------ ----- ----------- ------ Dallas/Ft. Worth, TX AMLI: at AutumnChase . . . . . . 690 92% 91% 93% 91% 88% at Bent Tree . . . . . . . 500 92% 91% 91% 97% 95% at Bishop's Gate . . . . . 266 90% 89% 93% 92% 91% at Chase Oaks. . . . . . . 250 96% 94% 94% 93% 95% at Gleneagles. . . . . . . 590 95% 96% 95% 95% 92% on the Green . . . . . . . 424 91% 91% 92% 97% 95% at Nantucket . . . . . . . 312 92% 96% 95% 97% 94% of North Dallas. . . . . . 1,032 95% 96% 93% 90% 90% on Rosemeade . . . . . . . 236 94% 90% 95% 95% 96% at Valley Ranch. . . . . . 460 95% 94% 97% 95% 97% ------ ----- ----- ----- ----- ----- ----- ----- ----- 4,760 94% 93% 94% 93% 92% ------ ----- ----- ----- ----- ----- ----- ----- ----- Austin, TX AMLI: at the Arboretum . . . . . N/A N/A N/A 98% 94% 95% in Great Hills . . . . . . 344 91% 91% 95% 97% 97% at Lantana Ridge . . . . . 354 90% 96% 97% 93% 94% at Martha's Vineyard . . . N/A N/A N/A 94% 97% 98% at StoneHollow . . . . . . 606 89% 88% 97% 97% 98% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,304 90% 91% 96% 96% 97% ------ ----- ----- ----- ----- ----- ----- ----- ----- Houston, TX AMLI: at Western Ridge . . . . . . 318 91% 90% N/A N/A N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 2001 2000 Company's Number ---------------------------------------------------- Percentage of at at at at at at at at Location/Community Ownership Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31 - ------------------ ---------- ------- ----- ----- ----- ------ ----- ----------- ------ Atlanta, GA AMLI: at Clairmont. . . . . . . . 288 97% 88% 93% 96% 97% at Killian Creek. . . . . . 256 97% 97% 95% 96% 97% at Park Creek . . . . . . . 200 93% 93% 95% 91% 95% at Peachtree City . . . . . N/A N/A N/A N/A N/A 94% on Spring Creek . . . . . . 1,180 92% 94% 90% 92% 90% at Vinings. . . . . . . . . 360 95% 94% 96% 95% 89% at West Paces . . . . . . . 337 93% 90% 90% 95% 92% at Towne Creek. . . . . . . 150 89% 91% 93% 93% 93% ------ ----- ----- ----- ----- ----- ----- ----- ----- 2,771 93% 93% 92% 93% 92% ------ ----- ----- ----- ----- ----- ----- ----- ----- Kansas City, KS AMLI: at Alvamar . . . . . . . . 152 86% 93% 92% 92% 86% at Centennial Park . . . . 170 86% 91% 81% 89% 84% at Lexington Farms . . . . 404 91% 81% 87% 90% 91% at Regents Center. . . . . 424 89% 82% 87% 89% 92% at Town Center . . . . . . 156 87% 88% 87% 87% 83% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,306 89% 85% 87% 89% 89% ------ ----- ----- ----- ----- ----- ----- ----- ----- Indianapolis, IN AMLI: at Conner Farms. . . . . . 300 89% 89% 93% 94% 94% at Eagle Creek . . . . . . 240 93% 93% 93% 93% 94% at Riverbend . . . . . . . 996 83% 84% 89% 84% 79% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,536 86% 87% 90% 87% 84% ------ ----- ----- ----- ----- ----- ----- ----- ----- Chicago, IL AMLI: at Poplar Creek. . . . . . 196 96% 99% 96% 93% 99% ------ ----- ----- ----- ----- ----- ----- ----- ----- DENVER, CO AMLI: at Gateway Park. . . . . . 328 85% N/A N/A N/A N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 12,519 91.3% 91.2% 92.5% 92.5% 91.7% ====== ===== ===== ===== ===== ===== ===== ===== ===== 2001 2000 Company's Number ---------------------------------------------------- Percentage of at at at at at at at at Location/Community Ownership Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31 - ------------------ ---------- ------- ----- ----- ----- ------ ----- ----------- ------ Co-investment Communities: - -------------------------- Atlanta, GA AMLI: at Barrett Lakes . . . . . 35% 446 94% 97% 96% 95% 96% at Northwinds. . . . . . . 35% 800 93% 95% 94% 96% 96% at Pleasant Hill . . . . . N/A N/A N/A N/A N/A 97% 97% at River Park. . . . . . . 40% 222 96% 93% 98% 98% 93% at Willeo Creek. . . . . . 30% 242 98% 94% 96% 92% 95% at Windward Park . . . . . 45% 328 88% 90% 93% 93% 93% at Peachtree City. . . . . 20% 312 89% 93% 96% 92% N/A lease lease at Lost Mountain . . . . . 75% 164 95% 95% up up N/A lease lease lease at Park Bridge . . . . . . 25% 352 95% up up up N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 2,866 93% 94% 95% 95% 95% ------ ----- ----- ----- ----- ----- ----- ----- ----- Chicago, IL AMLI: at Chevy Chase . . . . . . 33% 592 95% 96% 97% 95% 97% at Danada Farms. . . . . . 10% 600 96% 97% 95% 95% 93% at Fox Valley. . . . . . . 25% 272 94% 90% 95% 97% 92% at Willowbrook . . . . . . 40% 488 93% 95% 95% 96% 90% at Windbrooke. . . . . . . 15% 236 96% 97% 98% 95% 98% lease at Oakhurst North. . . . . 25% 464 93% 92% 91% 94% up lease lease lease at St. Charles . . . . . . 25% 400 89% 91% up up up at Osprey Lake . . . . . . 69% 483 87% N/A N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 3,535 93% 94% 95% 95% 94% ------- ----- ----- ----- ----- ----- ----- ----- ----- Indianapolis, IN AMLI: on Spring Mill . . . . . . 20% lease residual 400 80% 79% 85% 91% up lease lease at Lake Clearwater . . . . 25% 216 94% 96% 96% up up lease lease lease lease at Castle Creek. . . . . . 40% 276 95% up up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 892 88% 85% 89% 91% 0% ------- ----- ----- ----- ----- ----- ----- ----- ----- 2001 2000 Company's Number ---------------------------------------------------- Percentage of at at at at at at at at Location/Community Ownership Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31 - ------------------ ---------- ------- ----- ----- ----- ------ ----- ----------- ------ Kansas City, KS AMLI: at Regents Crest . . . . . 25% 476 90% 83% 86% 87% 86% lease lease lease Creekside. . . . . . . . . 25% 224 91% 93% up up up lease lease lease at Wynnewood Farms . . . . 25% 232 91% 88% up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 932 91% 87% 86% 87% 86% ------- ----- ----- ----- ----- ----- ----- ----- ----- Dallas, TX AMLI: at Deerfield . . . . . . . 25% 240 86% 90% 92% 82% 93% at Fossil Creek. . . . . . 25% 384 94% 90% 92% 97% 94% at Oak Bend. . . . . . . . 40% 426 93% 92% 94% 92% 90% on the Parkway . . . . . . 25% 240 91% 89% 92% 94% 95% at Prestonwood Hills . . . 45% 272 96% 94% 95% 92% 93% on Timberglen. . . . . . . 40% 260 94% 95% 96% 96% 94% at Verandah. . . . . . . . 35% 538 90% 90% 93% 95% 95% on Frankford . . . . . . . 45% 582 94% 95% 94% 90% N/A at Breckinridge Point. . . 45% 440 93% 88% 91% N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 3,382 93% 92% 93% 92% 93% ------- ----- ----- ----- ----- ----- ----- ----- ----- Austin, TX AMLI: at Wells Branch. . . . . . 25% 576 81% 86% 94% 93% 94% at Scofield Ridge. . . . . 45% 487 80% 89% 93% N/A N/A lease lease lease at Monterey Oaks . . . . . 25% 430 94% 93% up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 1,493 88% 89% 93% 93% 94% ------- ----- ----- ----- ----- ----- ----- ----- ----- 2001 2000 Company's Number ---------------------------------------------------- Percentage of at at at at at at at at Location/Community Ownership Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31 - ------------------ ---------- ------- ----- ----- ----- ------ ----- ----------- ------ Houston, TX AMLI: at Champions Centre. . . . 15% 192 95% 91% 94% 93% 94% at Champions Park. . . . . 15% 246 90% 88% 87% 93% 96% at Greenwood Forest. . . . 15% 316 87% 88% 92% 96% 94% Midtown. . . . . . . . . . 45% 419 96% 96% 97% 96% 94% Towne Square . . . . . . . 45% 380 95% 92% N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 1,553 93% 91% 93% 95% 94% ------- ----- ----- ----- ----- ----- ----- ----- ----- Denver, CO AMLI: at Lowry Estates . . . . . 50% 414 87% 89% N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- Total co-investment communities . . . . . . . . 15,067 91.7% 88.9% 93.5% 93.8% 93.9% ------- ----- ----- ----- ----- ----- ----- ----- ----- Total . . . . . . . . . . . . 27,586 91.5% 90.0% 93.0% 93.1% 92.6% ======= ===== ===== ===== ===== ===== ===== ===== =====
PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the quarter ended March 31, 2001. The Exhibits filed as part of this report are listed below. EXHIBIT NO. DOCUMENT DESCRIPTION 99. Financial and Operating Data furnished to Shareholders and Analysts SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMLI RESIDENTIAL PROPERTIES TRUST Date: May 14, 2001 By: /s/ CHARLES C. KRAFT ----------------------------------- Charles C. Kraft Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: May 14, 2001 By: /s/ GREGORY T. MUTZ ----------------------------------- Gregory T. Mutz Chairman of the Board of Trustees Date: May 14, 2001 By: /s/ ALLAN J. SWEET ----------------------------------- Allan J. Sweet President and Trustee Date: May 14, 2001 By: /s/ ROBERT J. CHAPMAN ----------------------------------- Robert J. Chapman Principal Financial Officer Date: May 14, 2001 By: /s/ CHARLES C. KRAFT ----------------------------------- Charles C. Kraft Principal Accounting Officer 2726: EX-99 2 amli_99.txt EXHIBIT 99 - ---------- AMLI RESIDENTIAL PROPERTIES TRUST SUPPLEMENTAL INFORMATION TO QUARTERLY FINANCIAL STATEMENTS March 31, 2001 1. Funds from Operations 2. Statements of Operations 3. Balance Sheets 4. Selected Financial Information 5. Debt 6. Debt Maturities 7. Same Community Comparison - Wholly-Owned - three months ended March 31, 2001 and 2000 8. Same Community Comparison - Wholly-Owned and Co-Investments - three months ended March 31, 2001 and 2000 9. Property Information 10. Property EBITDA - three months ended March 31, 2001 11. Development Activities AMLI RESIDENTIAL PROPERTIES TRUST FUNDS FROM OPERATIONS Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- -------- REVENUES - -------- Property revenues: Rental. . . . . . . . . . . . . . . $ 26,765 26,274 Other . . . . . . . . . . . . . . . 1,570 1,537 -------- -------- Total Property Revenues . . . 28,335 27,811 -------- -------- Property operating expenses . . . . . (10,108) (9,843) Property management fees. . . . . . . (708) (695) -------- -------- Property expenses . . . . . . (10,816) (10,538) Operating expense ratio . . . . . . . 38.2% 37.9% -------- -------- Net operating income. . . . . 17,519 17,273 -------- -------- OTHER INCOME - ------------ Share of Service Cos. FFO (1) . . . (479) (275) Interest from Service Companies (2) 180 1,210 Other interest. . . . . . . . . . . 477 355 Share of partnerships FFO (3) . . . 4,958 2,873 Fee income - acquisitions, dispositions and financing . . . . . . . . . . 239 110 Fee income - developments . . . . . 275 385 Fee income - asset management . . . 143 148 Promoted interest . . . . . . . . . -- -- Other . . . . . . . . . . . . . . . -- -- -------- -------- Total other income. . . . . . 5,793 4,806 General and administrative (4). . . . (1,518) (928) -------- -------- EBITDA. . . . . . . . . . . . . . . . 21,794 21,151 -------- -------- Interest expense. . . . . . . . . . . (6,427) (5,642) Amortization of deferred costs. . . . (136) (118) -------- -------- FUNDS FROM OPERATIONS (FFO) . . . . . $ 15,231 15,391 ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST FUNDS FROM OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- -------- Capital expenditures paid from FFO (5) (999) (793) Other - share of Co-investments Cap exp (210) (93) -------- -------- Funds available for distribution (FAD) $ 14,022 14,505 ======== ======== FFO per share . . . . . . . . . . . . $ 0.61 0.63 FAD per share . . . . . . . . . . . . $ 0.56 0.59 Dividend per share. . . . . . . . . . $ 0.47 0.46 Dividend as a % of FFO. . . . . . . . 76.9% 73.5% Dividend as a % of FAD. . . . . . . . 83.5% 78.0% ======== ======== [FN] NOTES: (1) Reflects share of income before goodwill amortization of $104 in each of the three months ended March 31, 2001 and 2000. (2) Reflects the December 2000 refinancing by the Service Companies of $27 million of intercompany advances with bank debt. (3) Reflects share of income before share of depreciation of $2,696 and $1,688 for the three months ended March 31, 2001 and 2000, respectively. (4) In 2001, includes write-offs and provision for loss on investments totalling $227. (5) Rehab costs of approximately $406 and $1,351 for the three months ended March 31, 2001 and 2000, respectively, are not reflected in cap ex paid from FFO. AMLI RESIDENTIAL PROPERTIES TRUST STATEMENTS OF OPERATIONS Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- -------- REVENUES - -------- Property revenues: Rental. . . . . . . . . . . . . . . $ 26,765 26,274 Other . . . . . . . . . . . . . . . 1,570 1,537 Interest and share of income (loss) from Service Cos. . . . . . . . . . (403) 831 Other interest. . . . . . . . . . . . 477 355 Share of income from co-investment partnerships. . . . . . . . . . . . 2,262 1,185 Fees from co-investment partnerships & other . . . . . . . . . . . . . . 657 643 -------- -------- Total revenues. . . . . . . . 31,328 30,825 -------- -------- EXPENSES - -------- Personnel . . . . . . . . . . . . . . 2,837 2,743 Advertising and promotion . . . . . . 532 521 Utilities . . . . . . . . . . . . . . 888 773 Building repairs and maintenance. . . 1,178 1,381 Landscaping and grounds maintenance . 500 554 Real estate taxes . . . . . . . . . . 3,540 3,342 Insurance . . . . . . . . . . . . . . 307 230 Other operating expenses. . . . . . . 326 299 Property management fees. . . . . . . 708 695 Interest, net of capitalized. . . . . 6,427 5,642 Amortization of deferred costs. . . . 136 118 Depreciation of real property . . . . 3,597 3,511 Depreciation of personal property . . 1,489 1,455 General and administrative. . . . . . 1,518 928 -------- -------- Total expenses. . . . . . . . 23,983 22,192 -------- -------- AMLI RESIDENTIAL PROPERTIES TRUST STATEMENTS OF OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- -------- Non-recurring item - gains on sale of properties (1). . . . . . . . . . . -- 22,316 -------- -------- Income before taxes, minority interest and extraordinary item. . . . . . . 7,345 30,949 Minority interest . . . . . . . . . . 940 5,021 -------- -------- Income before extraordinary items . . 6,405 25,928 Extraordinary items, net of minority interest . . . . . . . . . -- -- -------- -------- Net income. . . . . . . . . . . . . . $ 6,405 25,928 Net income allocable to preferred shares. . . . . . . . . . 1,633 1,829 -------- -------- Net income allocable to common shares $ 4,772 24,099 ======== ======== INCOME PER COMMON SHARE: - ----------------------- Before extraordinary items. . . . . . $ 0.27 1.42 Extraordinary item. . . . . . . . . . $ 0.00 0.00 Income per common share . . . . . . . $ 0.27 1.42 Income per common share - diluted . . $ 0.27 1.23 ======== ======== FUNDS FROM OPERATIONS - --------------------- Income before taxes, minority interest and extraordinary item. . . . . . . $ 7,345 30,949 -------- -------- Depreciation of real property . . . . 3,597 3,511 Depreciation of personal property . . 1,489 1,455 Non-recurring item - gains on sale of properties. . . . . . . . . -- (22,316) Share of Co-investments depreciation. 2,696 1,688 Share of Service Company amortization of goodwill . . . . . . . . . . . . 104 104 -------- -------- Funds from operations (FFO) . . . . . $ 15,231 15,391 FFO per share . . . . . . . . . . . . $ 0.61 0.63 ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST STATEMENT OF OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED MARCH 31, ------------------------ 2001 2000 -------- -------- Capital expenditures paid from FFO. . (999) (793) Other - Share Co-investments Cap exp. (210) (93) -------- -------- Funds available for distribution (FAD) $ 14,022 14,505 FAD per share . . . . . . . . . . . . $ 0.56 0.59 -------- -------- Dividends per share . . . . . . . . . $ 0.47 0.45 ======== ======== Dividends as a % of FFO . . . . . . . 76.9% 73.5% Dividends as a % of FAD . . . . . . . 83.5% 78.0% ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST CONDENSED BALANCE SHEETS Unaudited - Dollars in thousands except per share data MAR. 31, DEC. 31, 2001 2000 -------- -------- ASSETS - ------ Rental apartments Land. . . . . . . . . . . . . . . . $ 92,652 91,242 Depreciable property. . . . . . . . 603,650 604,081 -------- -------- 696,302 695,323 Less accumulated depreciation . . . (94,851) (94,590) -------- -------- 601,451 600,733 Rental apartments held for sale, net of accumulated depreciation . . 29,850 -- Land. . . . . . . . . . . . . . . . . 54,856 53,022 Investments in partnerships . . . . . 181,396 166,569 Cash and cash equivalents . . . . . . 2,103 5,106 Security deposits . . . . . . . . . . 1,458 1,455 Deferred costs, net . . . . . . . . . 3,331 3,425 Notes receivable and advances to Service Companies . . . . . . . . . 6,190 4,857 Other assets. . . . . . . . . . . . . 9,539 30,824 -------- -------- Total assets. . . . . . . . . $890,174 865,991 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Debt. . . . . . . . . . . . . . . . . $412,242 385,981 Accrued interest payable. . . . . . . 1,501 1,783 Accrued real estate taxes . . . . . . 5,780 10,806 Construction costs payable. . . . . . 1,350 1,501 Security deposits and prepaid rents . 3,015 2,507 Other liabilities . . . . . . . . . . 6,676 3,937 -------- -------- Total liabilities . . . . . . 430,564 406,515 -------- -------- AMLI RESIDENTIAL PROPERTIES TRUST CONDENSED BALANCE SHEETS - CONTINUED Unaudited - Dollars in thousands except per share data MAR. 31, DEC. 31, 2001 2000 -------- -------- Minority interest . . . . . . . . . . $ 67,039 59,537 -------- -------- Shareholders' equity Preferred shares, $.01 par value. . 35 35 Shares of beneficial interest, $.01 par value. . . . . . . . . . 177 178 Additional paid-in capital. . . . . 426,903 427,939 Employees and trustees notes. . . . (12,267) (12,231) Other comprehensive loss. . . . . . (2,678) -- Dividends paid in excess of earnings (19,599) (15,982) -------- -------- Total shareholders' equity. . 392,571 399,939 -------- -------- Total liabilities and shareholders' equity. . . . $890,174 865,991 ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION March 31, 2001 (dollars in thousands except for share data)
Quarter ending ------------------------------------------------------------------------- Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- Debt $ 412,242 385,981 398,956 393,168 398,867 Including share of debt of unconsolidated affiliates $ 635,166 583,635 542,778 520,597 510,230 Total Shares and Units Outstanding (1) 24,873,832 24,558,242 24,552,642 24,544,475 24,544,475 Value per Common Share - end of quarter $ 22.30 24.6875 24.00 23.5625 20.50 Total Equity (Market Value) - end of quarter $ 554,686 606,282 589,263 578,329 503,162 Market capitalization $ 966,928 992,263 988,219 971,497 902,029 Including share of debt of unconsolidated affiliates $1,189,852 1,189,917 1,132,041 1,098,926 1,013,392 Including Co-investment at completed cost $2,066,236 2,065,511 1,905,589 1,826,661 1,678,237 ========== ========== ========== ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION - CONTINUED March 31, 2001 (dollars in thousands except for share data) Quarter ending ------------------------------------------------------------------------- Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- Total Revenues (2) $ 31,328 32,689 34,135 34,097 30,825 EBITDA (3) $ 21,794 23,423 24,258 24,156 21,151 FFO $ 15,231 16,877 17,804 17,787 15,391 FAD $ 14,022 15,626 15,847 16,442 14,505 Dividends Paid $ 11,740 11,541 11,537 11,290 11,290 Debt service (net of capitalized interest) $ 7,166 7,177 7,065 6,947 6,316 Interest Expense $ 6,427 6,452 6,353 6,248 5,642 G & A Expense $ 1,518 1,056 842 930 928 Total Shares and Units Outstanding - Wtd. Avg. 24,813,456 24,555,937 24,546,254 24,544,475 24,541,971 ========== ========== ========== ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION - CONTINUED March 31, 2001 (dollars in thousands except for share data) Quarter ending ------------------------------------------------------------------------- Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- Interest Coverage Ratio 3.39 3.63 3.82 3.87 3.75 Debt as % of Total Market Capitalization 42.63% 38.90% 40.37% 40.47% 44.22% Including share of debt of unconsolidated affiliates 53.38% 49.05% 47.95% 47.37% 50.35% EBITDA as % of Total Market Capitalization 9.02% 9.44% 9.82% 9.95% 9.38% FFO as % of Total Market Equity 10.98% 11.13% 12.09% 12.30% 12.24% G&A as % of Total Market Capitalization 0.63% 0.43% 0.34% 0.38% 0.41% G&A as % of Total Revenues 4.85% 3.23% 2.47% 2.73% 3.01% Dividends as % of FFO (4) 76.9% 68.8% 65.5% 65.2% 73.5% Dividends as % of FAD (4) 83.5% 74.3% 73.5% 70.6% 78.0% ========== ========== ========== ========== ========== Apartment Units - In Operation Wholly Owned 12,519 12,191 12,264 12,264 12,576 Co-investments 15,067 13,956 11,604 10,963 9,205 ---------- ---------- ---------- ---------- ---------- 27,586 26,147 23,868 23,227 21,781 ---------- ---------- ---------- ---------- ---------- Apartment Units - Under Development or in lease up Wholly Owned -- -- 500 500 200 Co-investments 2,217 2,845 3,642 3,234 4,098 ---------- ---------- ---------- ---------- ---------- 2,217 2,845 4,142 3,734 4,298 ---------- ---------- ---------- ---------- ---------- Total Units 29,803 28,992 28,010 26,961 26,079 ========== ========== ========== ========== ========== (1) At March 31, 2001, the total includes 3,475,000 preferred shares convertible to common shares. (2) Excluding gains on sales of completed rental properties. (3) Includes other income, net of G & A expenses and net of share of co-investment interest expense. (4) Based on per share amounts.
AMLI RESIDENTIAL PROPERTIES TRUST PORTFOLIO INDEBTEDNESS SUMMARY March 31, 2001 (Dollars in thousands)
Weighted Avg. Percent of Interest Years to Type of Indebtedness Balance Total Interest Rate Maturity - -------------------- -------- ----------- ---------- --------- ---------- Conventional Fixed Rate $164,992 40.0% Fixed 7.63% 6.0 Tax-exempt Variable Rate (1) 50,250 12.2% Variable 4.74% 1.6 Credit Facilities (2) 192,000 46.6% Variable 6.31% 1.5 Service Companies 5,000 1.2% Fixed 10.00% 1.8 -------- ------ ------ --- Total $412,242 100.0% 6.69% 3.3 ======== ====== ====== === Weighted Balance including Avg. share of Co- Percent of Interest Years to Type of Indebtedness investment debt(3) Total Interest Rate Maturity - -------------------- ----------------- ----------- ---------- --------- ---------- Conventional Fixed Rate $360,916 59.3% Fixed 7.56% 6.8 Tax-exempt Variable Rate (1) 50,250 8.3% Variable(4) 4.74% 1.6 Credit Facilities (2) 192,000 31.6% Variable(4) 6.31% 1.5 Service Companies 5,000 0.8% Fixed 10.00% 1.8 -------- ------ ------ --- Total $608,166 100.0% 6.95% 4.6 ======== ====== ====== === (1) Maturity Date shown is expiration date of Credit Enhancement. Bonds mature in 2024. (2) $150,000 has been swapped to a fixed rate ($20,000 maturing in November 2002, $30,000 maturing in February 2003, $25,000 maturing in September 2004 and $75,000 maturing in May 2001.) Effective interest rate includes swap costs. Outstanding balance excludes $27,000 borrowed by unconsolidated service company subsidiaries which reduces availability under the line of credit. (3) Co-Investment debt represents Amli Residential's pro rata share of debt. Interest rate and maturity reflect average numbers based on Amli's pro rata share. (4) Weighted average interest rate reflects rate in effect of the last day of the quarter.
AMLI RESIDENTIAL PROPERTIES TRUST DEBT MATURITIES MARCH 31, 2001 Unaudited - dollars in thousands
There- % to 2001 2002 2003 2004 2005 after Total Total -------- -------- -------- -------- -------- -------- -------- ------- Fixed Rate Mortgages $ 2,300 3,273 60,117 8,933 32,877 57,492 164,992 40.0% Tax Exempt Bonds* 50,250 50,250 12.2% Wachovia/First Chicago Line of Credit** 192,000 192,000 46.6% Other 5,000 5,000 1.2% -------- -------- -------- -------- -------- -------- -------- ------- Total Loans $ 2,300 245,523 65,117 8,933 32,877 57,492 412,242 100.0% ======== ======== ======== ======== ======== ======== ======== ======= Percent to Total 0.6% 59.5% 15.8% 2.2% 8.0% 13.9% 100.0% 67.8% ======== ======== ======== ======== ======== ======== ======== ======= SHARE OF CO-INVESTMENT DEBT - --------------------------- Total Share of Co-Investments Loans $ 1,728 8,864 26,003 9,846 2,045 147,438 195,924 100.0% ======== ======== ======== ======== ======== ======== ======== ======= Percent to Total 0.9% 4.5% 13.3% 5.0% 1.0% 75.3% 100.0% 32.2% ======== ======== ======== ======== ======== ======== ======== ======= Total including Share of Co-investments Debt $ 4,028 254,387 91,120 18,779 34,922 204,930 608,166 100.0% ======== ======== ======== ======== ======== ======== ======== ======= Percent to Total 0.7% 41.8% 15.0% 3.1% 5.7% 33.7% 100.0% 100.0% ======== ======== ======== ======== ======== ======== ======== ======= * The Spring Creek Bonds mature in October 2024, but the credit enhancement expires on October 15, 2002. * The Poplar Creek Bonds mature in February 2024, but credit enhancement expires December 18, 2002. ** The Unsecured Line of Credit has a current maturity of Nov. 2003, with an additional year extension option. At March 31, 2001, the Company's unconsolidated service company subsidiaries had borrowed $27,000 from the Company's bank group. These borrowings have been guaranteed by the Company and thus serve to reduce the Company's total availability under its $250,000 unsecured debt.
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) THREE MONTHS ENDED MARCH 31, 2001 VERSUS THREE MONTHS ENDED MARCH 31, 2000 (Excludes all properties acquired or stabilized after 1/1/00)
1/1/01-3/31/01 1/1/00-3/31/00 No. of --------------------------------- % -------------------------------- Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- -------- ---------- ------ ---------- -------- --------- WEIGHTED AVG. OCCUPANCY - ------------- Dallas 4,560 93.5% 0.4% 93.1% Atlanta 2,621 92.8% 0.4% 92.5% Austin 698 91.4% -4.0% 95.2% Indianapolis 1,536 85.8% 4.4% 82.2% Kansas 1,306 86.0% -0.8% 86.8% Chicago 196 98.3% 2.1% 96.3% ------ ----- ----- ----- Weighted Average 91.3% 0.5% 90.9% ===== ===== ===== Total 10,917 ====== WEIGHTED AVG. RENTAL RATE - ------------- Dallas $ 738 2.3% $ 721 Atlanta $ 837 4.3% $ 802 Austin $ 876 8.9% $ 804 Indianapolis $ 698 3.6% $ 673 Kansas $ 812 -1.0% $ 820 Chicago $1,081 6.7% $1,013 ------ ---- ------ Weighted Average $ 780 3.1% $ 756 ====== ==== ====== TOTAL PROPERTY REVENUES Per Month Per Month - --------------- ---------- ---------- Dallas $ 9,903,178 $ 724 $ 0.83 2.5% $ 9,666,147 $ 707 $ 0.81 Atlanta $ 6,469,358 $ 823 $ 0.86 5.4% $ 6,138,751 $ 781 $ 0.82 Austin $ 1,781,930 $ 851 $ 1.04 4.2% $ 1,710,924 $ 817 $ 1.00 Indianapolis $ 2,962,448 $ 643 $ 0.71 7.6% $ 2,753,883 $ 598 $ 0.66 Kansas $ 2,947,286 $ 752 $ 0.76 -1.9% $ 3,004,116 $ 767 $ 0.77 Chicago $ 637,931 $1,085 $ 1.20 7.2% $ 595,060 $1,012 $ 1.12 ----------- ------ ------ ----- ----------- ------ ------ Total $24,702,132 $ 754 $ 0.83 3.5% $23,868,880 $ 729 $ 0.80 =========== ====== ===== ===== =========== ====== ====== AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED 1/1/01-3/31/01 1/1/00-3/31/00 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED) - --------------------------- ------------ ------------ Dallas $ 3,988,322 $3,499 $4.02 -1.1% $ 4,031,821 $3,537 $4.06 Atlanta $ 2,323,976 $3,547 $3.72 10.9% $ 2,095,102 $3,197 $3.36 Austin $ 682,344 $3,910 $4.79 3.6% $ 658,840 $3,776 $4.62 Indianapolis $ 1,101,759 $2,869 $3.19 1.5% $ 1,085,200 $2,826 $3.14 Kansas $ 1,026,030 $3,143 $3.16 4.5% $ 981,965 $3,008 $3.02 Chicago $ 263,229 $5,372 $5.93 16.7% $ 225,465 $4,601 $5.08 ------------ ------ ----- ----- ----------- ------ ----- Total $ 9,385,661 $3,439 $3.79 3.4% $ 9,078,392 $3,326 $3.67 ============ ====== ===== ===== =========== ====== ===== Operating Efficiency 38.0% 38.0% ============ ===========
PER MONTH PER MONTH --------- ---------- NOI 2001% 2000% - --- ----- ----- Dallas 59.7% 58.3% $ 5,914,857 $432 $0.50 5.0% $ 5,634,326 $412 $0.47 Atlanta 64.1% 65.9% $ 4,145,381 $527 $0.55 2.5% $ 4,043,649 $514 $0.54 Austin 61.7% 61.5% $ 1,099,586 $525 $0.64 4.5% $ 1,052,084 $502 $0.62 Indianapolis62.8% 60.6% $ 1,860,688 $404 $0.45 11.5% $ 1,668,683 $362 $0.40 Kansas 65.2% 67.3% $ 1,921,257 $490 $0.49 -5.0% $ 2,022,151 $516 $0.52 Chicago 58.7% 62.1% $ 374,702 $637 $0.70 1.4% $ 369,595 $629 $0.69 ----- ----- ------------ ---- ----- ----- ----------- ---- ----- Total 62.0% 62.0% $ 15,316,471 $468 $0.52 3.6% $14,790,488 $452 $0.50 ===== ===== ============ ==== ===== ===== =========== ==== ===== Operating Margin 62.0% 62.0% ============ =========== CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED) - -------------------- ------------ ------------- Dallas $ 475,412 $ 417 $0.48 25.0% $ 380,393 $ 334 $0.38 Atlanta $ 232,081 $ 354 $0.37 51.4% $ 153,299 $ 234 $0.25 Austin $ 35,026 $ 201 $0.25 -23.3% $ 45,678 $ 262 $0.32 Indianapolis $ 77,271 $ 201 $0.22 76.7% $ 43,719 $ 114 $0.13 Kansas $ 103,929 $ 318 $0.32 72.9% $ 60,124 $ 184 $0.19 Chicago $ 19,486 $ 398 $0.44 6.2% $ 18,346 $ 374 $0.41 ------------ ------ ----- ------ ---------- ------ ----- Total $ 943,206 $ 346 $0.38 34.4% $ 701,559 $ 257 $0.28 ============ ====== ===== ====== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED
3/1/01-3/31/01 3/1/00-3/31/00 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED) - ----------------------- ------------ ------------ Dallas $ 445,603 $ 391 $0.45 -16.2% $ 531,693 $ 466 $0.54 Atlanta $ 337,731 $ 515 $0.54 4.9% $ 321,975 $ 491 $0.52 Austin $ 47,653 $ 273 $0.33 -22.4% $ 61,410 $ 352 $0.43 Indianapolis $ 145,095 $ 378 $0.42 0.7% $ 144,023 $ 375 $0.42 Kansas $ 87,595 $ 268 $0.27 0.4% $ 87,247 $ 267 $0.27 Chicago $ 19,833 $ 405 $0.45 -34.8% $ 30,428 $ 621 $0.69 ------------ ------ ----- ------ ---------- ------ ----- Total $ 1,083,509 $ 397 $0.44 -7.9% $1,176,776 $ 431 $0.48 ============ ====== ===== ====== ========== ====== ===== REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED) - ----------------- ------------ ------------ Dallas $ 1,443,993 $1,267 $1.45 -0.5% $1,451,563 $1,273 $1.46 Atlanta $ 502,923 $ 768 $0.81 6.8% $ 470,819 $ 719 $0.75 Austin $ 288,620 $1,654 $2.03 5.4% $ 273,769 $1,569 $1.92 Indianapolis $ 295,000 $ 768 $0.85 -3.8% $ 306,540 $ 798 $0.89 Kansas $ 291,349 $ 892 $0.90 8.9% $ 267,528 $ 819 $0.82 Chicago $ 144,375 $2,946 $3.25 42.6% $ 101,239 $2,066 $2.28 ------------ ------ ----- ----- ---------- ------ ----- Total $ 2,966,259 $1,087 $1.20 3.3% $2,871,459 $1,052 $1.16 ============ ====== ===== ===== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (CO-INVESTMENT PROPERTIES) THREE MONTHS ENDED MARCH 31, 2001 VERSUS THREE MONTHS ENDED MARCH 31, 2000 (Excludes all properties acquired or stabilized after 1/1/00)
1/1/2001-3/31/2001 1/1/2000-3/31/2000 No. of --------------------------------- % -------------------------------- Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- -------- ---------- ------ ---------- -------- --------- WEIGHTED AVG. OCCUPANCY - ------------- Dallas 2,360 90.5% -4.4% 94.7% Atlanta 2,038 93.9% -0.6% 94.5% Austin 576 81.7% -12.7% 93.6% Houston 754 88.7% -7.3% 95.7% Kansas 368 85.8% -0.4% 86.2% Chicago 2,188 95.8% 1.5% 94.4% ------ ----- ----- ----- Weighted Average 91.8% -2.6% 94.2% ===== ===== ===== Total 8,284 ====== WEIGHTED AVG. RENTAL RATE - ------------- Dallas $ 775 1.2% $ 765 Atlanta $ 922 3.9% $ 888 Austin $ 918 8.0% $ 850 Houston $ 730 0.0% $ 730 Kansas $ 772 0.0% $ 772 Chicago $1,054 5.3% $1,001 ------ ---- ------ Weighted Average $ 890 3.5% $ 861 ====== ==== ====== TOTAL PROPERTY REVENUES Per Month Per Month - --------------- ---------- ---------- Dallas $ 5,216,704 $ 737 $ 0.84 -3.3% $ 5,396,692 $ 762 $ 0.87 Atlanta $ 5,599,287 $ 916 $ 0.86 2.7% $ 5,450,553 $ 891 $ 0.84 Austin $ 1,367,867 $ 792 $ 0.82 -5.5% $ 1,447,166 $ 837 $ 0.87 Houston $ 1,513,042 $ 669 $ 0.72 -8.6% $ 1,654,870 $ 732 $ 0.79 Kansas $ 782,635 $ 709 $ 0.75 -2.0% $ 798,732 $ 723 $ 0.77 Chicago $ 7,036,455 $1,072 $ 1.23 6.2% $ 6,622,717 $1,009 $ 1.16 ----------- ------ ------ ----- ----------- ------ ------ $21,515,990 $ 866 $ 0.93 0.7% $21,370,730 $ 860 $ 0.92 =========== ====== ====== ===== =========== ====== ====== AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (CO-INVESTMENT PROPERTIES) - CONTINUED 1/1/2001-3/31/2001 1/1/2000-3/31/2000 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED) - --------------------------- ------------ ------------ Dallas $ 2,357,007 $3,995 $4.55 2.0% $ 2,310,768 $3,917 $4.46 Atlanta $ 1,838,535 $3,609 $3.41 1.0% $ 1,821,134 $3,574 $3.37 Austin $ 617,467 $4,288 $4.45 2.5% $ 602,305 $4,183 $4.34 Houston $ 763,919 $4,053 $4.38 13.2% $ 674,695 $3,579 $3.87 Kansas $ 309,208 $3,361 $3.57 4.6% $ 295,494 $3,212 $3.41 Chicago $ 2,236,914 $4,089 $4.70 3.4% $ 2,164,398 $3,957 $4.55 ------------ ------ ----- ----- ----------- ------ ----- Total $ 8,123,049 $3,922 $4.20 3.2% $ 7,868,794 $3,800 $4.07 ============ ====== ===== ===== =========== ====== ===== Operating Efficiency 37.8% 36.8% ============ ==========
PER MONTH PER MONTH --------- ---------- NOI 2001% 2000% - --- ----- ----- Dallas 54.8% 57.2% $ 2,859,697 $404 $0.46 -7.3% $ 3,085,925 $436 $0.50 Atlanta 67.2% 66.6% $ 3,760,752 $615 $0.58 3.6% $ 3,629,419 $594 $0.56 Austin 54.9% 58.4% $ 750,400 $434 $0.45 -11.2% $ 844,861 $489 $0.51 Houston 49.5% 59.2% $ 749,123 $331 $0.36 -23.6% $ 980,175 $433 $0.47 Kansas 60.5% 63.0% $ 473,427 $429 $0.46 -5.9% $ 503,238 $456 $0.48 Chicago 68.2% 67.3% $ 4,799,541 $731 $0.84 7.7% $ 4,458,319 $679 $0.78 ----- ----- ------------ ---- ----- ----- ----------- ---- ----- Total 62.2% 63.2% $ 13,392,941 $539 $0.58 -0.8% $13,501,936 $543 $0.58 ===== ===== ============ ==== ===== ===== =========== ==== ===== Operating Margin 62.2% 63.2% ============ ===========
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (CO-INVESTMENT PROPERTIES) - CONTINUED
1/1/2001-3/31/2001 1/1/2000-3/31/2000 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED) - -------------------- ------------ ------------ Dallas $ 141,302 $ 239 $0.27 34.9% $ 104,709 $ 177 $0.20 Atlanta $ 88,679 $ 174 $0.16 166.4% $ 33,285 $ 65 $0.06 Austin $ -- $ -- $ -- -- % $ -- $ -- $ -- Houston $ 50,872 $ 270 $0.29 161.3% $ 19,471 $ 103 $0.11 Kansas $ 30,596 $ 333 $0.35 93.8% $ 15,789 $ 172 $0.18 Chicago $ 219,313 $ 401 $0.46 90.3% $ 115,222 $ 211 $0.24 ------------ ------ ----- ------ ---------- ------ ----- Total $ 530,761 $ 256 $0.27 84.0% $ 288,475 $ 139 $0.15 ============ ====== ===== ====== ========== ====== ===== REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED) - ----------------------- ------------ ------------ Dallas $ 229,094 $ 388 $0.44 34.2% $ 170,749 $ 289 $0.33 Atlanta $ 177,363 $ 348 $0.33 10.2% $ 160,877 $ 316 $0.30 Austin $ 32,058 $ 223 $0.23 -32.6% $ 47,557 $ 330 $0.34 Houston $ 43,983 $ 233 $0.25 -3.1% $ 45,371 $ 241 $0.26 Kansas $ 25,282 $ 275 $0.29 24.1% $ 20,378 $ 221 $0.24 Chicago $ 277,672 $ 508 $0.58 0.4% $ 276,441 $ 505 $0.58 ------------ ------ ----- ------ ---------- ------ ----- Total $ 785,452 $ 379 $0.41 8.9% $ 721,372 $ 348 $0.37 ============ ====== ===== ====== ========== ====== ===== REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED) - ----------------- ------------ ------------ Dallas $ 844,243 $1,431 $1.63 -1.4% $ 856,009 $1,451 $1.65 Atlanta $ 529,826 $1,040 $0.98 5.2% $ 503,831 $ 989 $0.93 Austin $ 287,500 $1,997 $2.07 9.5% $ 262,500 $1,823 $1.89 Houston $ 279,197 $1,481 $1.60 -0.3% $ 280,160 $1,486 $1.61 Kansas $ 91,305 $ 992 $1.05 8.5% $ 84,120 $ 914 $0.97 Chicago $ 813,427 $1,487 $1.71 0.9% $ 806,038 $1,474 $1.69 ------------ ------ ----- ------ ---------- ------ ----- Total $ 2,845,498 $1,374 $1.47 1.9% $2,792,658 $1,348 $1.44 ============ ====== ===== ====== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES TRUST PROPERTY INFORMATION As of March 31, 2001
Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- WHOLLY OWNED PROPERTIES - ------------ DALLAS/FT. WORTH, TX - ---------- Amli: at Autumn Chase Carrollton, TX 87/96/99 690 598,128 867 741 $0.85 91.6% at Bent Tree Dallas, TX 1996 500 481,682 963 868 0.90 90.7% at Bishop's Gate West Plano, TX 1997 266 292,094 1,098 1,003 0.91 89.5% at Chase Oaks Plano, TX 1986 250 193,736 775 711 0.92 95.1% at Gleneagles Dallas, TX 87/97 590 520,357 882 727 0.82 95.1% on the Green Ft. Worth, TX 90/93 424 358,560 846 709 0.84 92.0% at Nantucket Dallas, TX 1986 312 222,208 712 595 0.84 92.4% of North Dallas Dallas, TX 85/86 1,032 906,808 879 706 0.80 94.8% on Rosemeade Dallas, TX 1987 236 205,334 870 688 0.79 89.6% at Valley Ranch Irving, TX 1985 460 389,940 848 744 0.88 94.3% ----- --------- --- ---- ----- ------ Subtotal-Dallas/ Ft. Worth, TX 4,760 4,168,847 876 743 $0.85 93.0% ----- --------- --- ---- ----- ------ ATLANTA, GA - ----------- Amli: at Clairmont Atlanta, GA 1988 288 229,335 796 858 1.08 89.4% at Killian Creek Snellville, GA 1999 256 262,785 1,027 839 0.82 96.8% at Park Creek Gainesville, GA 1998 200 195,146 976 797 0.82 95.8% at Spring Creek Dunwoody, GA 85/86/ 87/89 1,180 1,080,568 916 799 0.87 93.4% at Vinings Atlanta, GA 1985 360 374,240 1,040 865 0.83 95.4% at West Paces Atlanta, GA 1992 337 353,700 1,050 941 0.90 89.0% at Towne Creek Gainesville, GA 1989 150 121,722 811 660 0.81 90.4% ------ --------- ----- ---- ----- ------ Subtotal- Atlanta, GA 2,771 2,617,496 945 827 0.88 93.1% ------ --------- ----- ---- ----- ------ Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- AUSTIN, TEXAS - ------------- Amli: in Great Hills Austin, TX 1985 344 257,984 750 822 1.10 88.4% at Lantana Ridge Austin, TX 1997 354 311,857 881 928 1.05 93.4% at Stonehollow Austin, TX 1997 606 524,660 866 892 1.03 86.8% ----- --------- --- ---- ----- ----- Subtotal- Austin, TX 1,304 1,094,501 839 883 1.05 89.0% ----- --------- --- ---- ----- ----- KANSAS - ------ Amli: at Alvamar Lawrence, KS 1989 152 125,800 828 720 0.87 88.2% at Centennial Overland Park, KS 1998 170 204,858 1,205 992 0.82 88.2% at Lexington Farms Overland Park, KS 1998 404 392,693 972 788 0.81 86.2% at Regents Center Overland Park, KS91/95/97 424 398,674 940 753 0.80 87.0% at Town Center Overland Park, KS 1997 156 176,914 1,134 929 0.82 85.7% ----- --------- ----- ----- ----- ----- Subtotal - Kansas 1,306 1,298,939 995 812 0.82 86.9% ----- --------- ----- ----- ----- ----- INDIANAPOLIS, IN - ---------------- Amli: at Conner Farms Indianapolis, IN 1993 300 327,396 1,091 855 0.78 89.3% at Eagle Creek Indianapolis, IN 1998 240 233,432 973 799 0.82 92.4% at Riverbend Indianapolis, IN 83/85 996 820,712 824 626 0.76 83.5% ----- --------- ----- ---- ----- ----- Subtotal -Indianapolis, IN 1,536 1,381,540 899 698 0.78 86.0% ----- --------- ----- ---- ----- ----- Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- CHICAGO, IL - ------------ Amli: at Poplar Creek Schaumburg, IL 1985 196 177,630 906 1,081 1.19 97.6% ----- ---------- ----- ----- ----- ----- Subtotal -Chicago, IL 196 177,630 906 1,081 1.19 97.6% ------ ---------- ----- ----- ----- ----- HOUSTON, TX - ----------- AMLI: at Western Ridge Houston, TX 2000 318 289,612 911 818 0.90 90.2% ------ ---------- ----- ----- ----- ----- Subtotal -Houston, TX 318 289,612 911 818 0.90 90.2% ------ ---------- ----- ----- ----- ----- DENVER, CO - ---------- AMLI: at Gateway Denver, CO 2000 328 294,926 899 925 1.03 89.6% ------ ---------- ----- ----- ----- ----- Subtotal -Denver, CO 328 294,926 899 925 1.03 89.6% ------ ---------- ----- ----- ----- ----- TOTAL WHOLLY OWNED PROPERTIES 12,519 11,323,491 905 790 0.87 91.0% ====== ========== ===== ===== ===== ===== Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- CO-INVESTMENT PROPERTIES - -------------- ATLANTA, GA Amli: at Barrett Lakes Cobb County, GA 1997 446 462,368 1,037 886 0.85 96.6% at River Park Norcross, GA 1997 222 226,632 1,021 974 0.95 92.4% at Willeo Creek Rosewell, GA 1989 242 297,302 1,229 897 0.73 96.9% at Northwinds Alpharetta, GA 1999 800 818,432 1,023 938 0.92 93.6% at Park Bridge Alpharetta, GA 2000 352 356,123 1,012 862 0.85 91.8% at Windward Park Alpharetta, GA 1999 328 354,900 1,082 915 0.85 89.7% Lost Mountain Dunwoody, GA 1987 164 157,142 958 787 0.82 96.9% at Peachtree City Dunwoody, GA 1998 312 305,756 980 975 0.99 92.7% ----- --------- ----- ---- ----- ------ Subtotal- Atlanta, GA 2,866 2,978,655 1,039 913 0.88 93.7% ----- --------- ----- ---- ----- ------ CHICAGO, IL - ----------- Amli: at Chevy Chase Buffalo Grove, IL 1988 592 480,820 812 1,098 1.35 94.8% at Danada Wheaton, IL 89/91 600 521,499 869 1,034 1.19 97.9% at Fox Valley Aurora, IL 1998 272 269,237 990 987 1.00 94.3% at Willowbrook Willowbrook, IL 1987 488 418,404 857 1,030 1.20 94.5% at Windbrooke Buffalo Grove, IL 1987 236 213,160 903 1,122 1.24 97.1% at St. Charles St. Charles, IL 2000 400 395,896 990 1,148 1.16 88.3% at Oakhurst North Aurora, IL 1998 464 470,094 1,013 992 0.98 92.8% at Osprey Lakes Chicago, IL 1997/1999 483 453,150 938 690 0.74 87.1% ----- ---------- ----- ----- ----- ----- Subtotal- Chicago, IL 3,535 3,222,260 912 1,007 1.10 93.4% ----- ---------- ----- ----- ----- ----- Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- EASTERN KANSAS - -------------- AMLI: at Regents Crest Overland Park, KS 1997 476 451,328 948 772 0.81 85.8% at Creekside Overland Park, KS 2000 224 182,192 813 811 1.00 92.6% at Wynnewood Overland Park, KS 2000 232 236,058 1,017 930 0.91 87.8% ----- --------- ----- ---- ----- ----- Subtotal - Eastern Kansas 932 869,578 933 821 0.88 87.9% ----- --------- ----- ---- ----- ----- DALLAS/FT. WORTH - ---------------- AMLI: at Deerfield Ft. Worth, TX 1999 240 238,972 996 848 0.85 88.8% at Fossil Creek Ft. Worth, TX 1998 384 384,358 1,001 828 0.83 91.7% at Oakbend Lewisville, TX 1997 426 382,690 898 765 0.85 90.6% on the Parkway Dallas, TX 1999 240 225,248 939 876 0.93 86.5% at Prestonwood Hills Dallas, TX 1997 272 245,696 903 843 0.93 92.6% on Timberglen Dallas, TX 1985 260 201,198 774 638 0.82 92.9% at Varandah Arlington, TX 86/91 538 394,304 733 697 0.95 90.0% on Frankford Dallas, TX 1998 582 517,344 889 881 0.99 95.2% at Breckinridge Point Richardson, TX 1999 440 467,934 1,063 907 0.85 89.5% ----- ---------- ----- ---- ----- ----- Subtotal - Dallas/ Ft. Worth, TX 3,382 3,057,744 904 810 0.90 91.2% ----- ---------- ----- ---- ----- ----- AUSTIN, TX - ---------- AMLI: at Scofield Ridge Austin, TX 2000 487 433,077 889 946 1.06 87.8% at Monterey Oaks Austin, TX 2000 430 412,759 960 983 1.02 93.5% at Wells Branch Austin, TX 1999 576 554,582 963 918 0.95 81.7% ----- ---------- --- ---- ----- ----- Subtotal - Austin, TX 1,493 1,400,418 938 946 1.01 87.1% ----- ---------- --- ---- ----- ----- Qtr ended March 31, 2001 Approx- Average Qtr ended imate Rental Rates March 31, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - --------- -------- --------- ------ --------- --------- ---- ----- ----------- HOUSTON, TX - ----------- Amli: at Champions Centre Houston, TX 1994 192 164,480 857 707 0.82 89.5% at Champions Park Houston, TX 1991 246 221,986 902 711 0.79 87.0% at Greenwood ForestHouston, TX 1995 316 310,844 984 759 0.77 89.5% at Towne Square Houston, TX 1999 380 314,292 827 935 1.13 94.6% at Midtown Houston, TX 1998 419 368,818 880 1,018 1.16 97.2% ------ ---------- --- ---- ----- ----- Subtotal- Houston, TX 1,553 1,380,420 889 858 0.96 92.4% ------ ---------- ---- ---- ----- ----- INDIANAPOLIS, IN - ---------------- AMLI: at Lake Clearwater Indianapolis, IN 1999 216 218,006 1,009 900 0.89 94.2% at Castle Creek Indianapolis, IN 2001 276 269,904 978 869 0.89 88.0% on Spring Mill Carmel, IN 1999 400 406,640 1,017 849 0.83 77.4% ----- --------- ----- ----- ----- ------ Subtotal- Indianapolis, IN 892 894,550 1,003 867 0.86 84.7% ----- --------- ----- ----- ----- ------ DENVER, CO - ---------- AMLI: at Lowry Estates Denver, CO 2000 414 392,208 947 1,155 1.22 87.4% ----- --------- ----- ----- ----- ----- Subtotal- Denver, CO 414 392,208 947 1,155 1.22 87.4% ----- --------- ----- ----- ----- ------ TOTAL CO-INVESTMENT PROPERTIES 15,067 14,195,833 942 908 0.96 91.2% ====== ========== === ==== ===== ===== TOTAL WHOLLY OWNED AND CO-INVESTMENT PROPERTIES 27,586 25,519,324 925 854 0.92 91.1% ====== ========== === ==== ===== =====
AMLI RESIDENTIAL PROPERTIES TRUST COMPONENTS OF PROPERTY EBITDA
WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100% ---------------------------- -------------------------- -------------------------- THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, MARCH 31, MARCH 31, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- PROPERTY REVENUES - ----------------- RENTAL INCOME - ------------- Same Store Communities (1) . . .$23,342 22,561 3.5% 20,371 20,155 1.1% 43,713 42,716 2.3% New Communities (2). . 472 111 324.9% 5,895 1,804 226.9% 6,368 1,915 232.5% Development and/ or Lease-up Communities (3) . . . 0 0 2,168 115 2,168 115 Acquisition Communities (4) . . . 2,951 1,096 8,914 1,826 11,864 2,921 Communities Sold/ Contributed to Ventures (5). . . . . 0 2,506 846 1,296 846 3,803 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . .$26,765 26,274 1.9% 38,193 25,195 51.6% 64,958 51,469 26.2% ======= ======= ======= ======= ======= ======= ======= ======= ======= OTHER REVENUES - -------------- Same Store Communities . . . . .$ 1,360 1,308 4.0% 1,145 1,216 -5.8% 2,505 2,524 -0.8% New Communities. . . . 21 12 79.2% 395 190 107.5% 416 202 105.9% Development and/ or Lease-up Communities . . . . . 0 0 158 15 158 15 Acquisition Communities . . . . . 191 52 516 117 706 169 Communities Sold/ Contributed to Ventures. . . . . . . 0 165 63 62 63 226 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . .$ 1,571 1,537 2.3% 2,277 1,601 42.2% 3,848 3,137 22.6% ======= ======= ======= ======= ======= ======= ======= ======= ======= AMLI RESIDENTIAL PROPERTIES TRUST COMPONENTS OF PROPERTY EBITDA - CONTINUED WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100% ---------------------------- -------------------------- -------------------------- THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, MARCH 31, MARCH 31, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- TOTAL PROPERTY REVENUES - --------------- Same Store Communities . . . . .$24,702 23,869 3.5% 21,516 21,371 0.7% 46,218 45,240 2.2% New Communities. . . . 493 123 301.6% 6,290 1,994 215.5% 6,783 2,117 220.5% Development and/ or Lease-up Communities . . . . . 0 0 2,326 130 2,326 130 Acquisition Communities . . . . . 3,141 1,148 9,429 1,943 12,571 3,091 Communities Sold/Contri- buted to Ventures . . 0 2,671 908 1,358 908 4,029 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . .$28,337 27,811 1.9% 40,470 26,796 51.0% 68,806 54,607 26.0% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment total revenues . . . . . . . 12,939 7,878 ======= ======= TOTAL OPERATING EXPENSES - --------------- Same Store Communities . . . . .$ 9,386 9,078 3.4% 8,123 7,869 3.2% 17,509 16,947 3.3% New Communities. . . . 187 87 114.7% 2,226 1,353 64.5% 2,413 1,440 67.6% Development and/ or Lease-up Communities . . . . . 0 0 1,161 122 1,161 122 Acquisition Communities . . . . . 1,232 401 3,611 735 4,843 1,135 Communities Sold/Contri- buted to Ventures . . 12 972 265 501 277 1,473 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . .$10,817 10,538 2.6% 15,387 10,580 45.4% 26,203 21,118 24.1% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment total operating expenses . . 4,626 3,032 52.6% ======= ======= ======= AMLI RESIDENTIAL PROPERTIES TRUST COMPONENTS OF PROPERTY EBITDA - CONTINUED WHOLLY-OWNED CO-INVESTMENTS AT 100% COMBINED AT 100% ---------------------------- -------------------------- -------------------------- THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, MARCH 31, MARCH 31, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- PROPERTY EBITDA - --------------- Same Store Communities . . . . .$15,316 14,790 3.6% 13,393 13,502 -0.8% 28,709 28,292 1.5% New Communities. . . . 306 36 757.0% 4,064 641 534.2% 4,370 676 546.0% Development and/ or Lease-up Communities . . . . . 0 0 1,166 9 1,166 9 Acquisition Communities . . . . . 1,909 747 5,819 1,208 7,728 1,956 Communities Sold/ Contributed to Ventures. . . . . . . -13 1,699 643 857 630 2,556 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . .$17,519 17,273 1.4% 25,084 16,216 54.7% 42,604 33,489 27.2% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment EBITDA (incl. share of cash flow in excess of ownership %) . . . . . 8,740 5,036 73.5% 8,740 5,036 73.5% ======= ======= ======= ======= ======= ======= Percent of Co-investment EBITDA . . . . . . . . 35% 31% 12.2% 21% 15% ======= ======= ======= ======= (1) Stabilized Communities at 1/1/00. (2) Development Communities stabilized after 1/1/00 but before 1/1/01. (3) Development Communities not yet stabilized. (4) Stabilized Communities acquired after 1/1/00. (5) Communities sold or contributed to co-investment ventures.
AMLI RESIDENTIAL PROPERTIES TRUST DEVELOPMENT ACTIVITIES First Quarter 2001
Construc- Percent Percent tion First Comple- Stabili- Construc- Leased Community Number Costs Percent Start Units tion zation tion as of Name of Units (millions) Ownership Date Occupied Date Date Complete 4/22/01 - ---------- -------- ---------- --------- --------- -------- ------- -------- --------- -------- Under Construc- tion and/or In Initial Lease Up - ---------------- ATLANTA, GEORGIA - ---------------- AMLI at Mill Creek 400 $ 27.1 25% 3Q/99 3Q/00 3Q/01 2Q/02 86% 33% at Milton Park 461 $ 34.7 25% 4Q/00 4Q/01 4Q/02 2Q/03 4% N/A at Peachtree City Phase II 216 $ 20.2 20% 3Q/00 3Q/01 1Q/02 2Q/02 16% N/A HOUSTON, TEXAS - -------------- AMLI at Kings Harbour 300 $ 19.8 25% 2Q/00 1Q/01 3Q/01 2Q/02 76% 8% OVERLAND PARK, KANSAS - -------------- AMLI at Cambridge Square 408 $ 32.2 30% 3Q/00 3Q/01 2Q/02 1Q/03 17% N/A LEE'S SUMMIT, MISSOURI - ------------- AMLI at Summit Ridge 432 $ 29.3 25% 2Q/99 2Q/00 4Q/00 1Q/02 100% 72% ----- ------ TOTAL 2,217 $163.3 ===== ======
AMLI RESIDENTIAL PROPERTIES TRUST DEVELOPMENT ACTIVITIES (continued) PLANNING STAGES Number Community Name of Units - -------------- ---------- INDIANAPOLIS, IN - ---------------- AMLI at Prairie Lakes 228 at Prairie Lakes (phases II-IV) 1,100 at Carmel Center 322 WOODRIDGE, IL - ------------- AMLI at Seven Bridges 520 AUSTIN, TX - ---------- AMLI at Anderson Mill 520 Downtown Austin - Block 20 220 Parmer Park 480 DALLAS/FT WORTH, TX - ------------------- AMLI at Mesa Ridge (Fossil Creek II) 520 Fossil Lake 324 Fossil Creek IV-A 240 at Vista Ridge 340 HOUSTON, TX - ----------- AMLI at Champions II 288 OVERLAND PARK, KS - ----------------- AMLI at Westwood Ridge 428 The following is a "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. The projections contained in the table above that are not historical facts are forward-looking statements. Risks associated with the Company's development, construction and lease-up activities, which could impact the forward-looking statements may include: development opportunities may be abandoned; construction costs of a community may exceed original estimates, possibly making the community uneconomical; construction and lease-up may not be completed on schedule, resulting in increased debt service and construction costs; estimates of the costs of improvements to bring an acquired property up to the standards established for the market position intended for that property may prove inaccurate. 1535: -----END PRIVACY-ENHANCED MESSAGE-----