-----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, AedU08HYRMOVgF+8yUWdU1n9LkWMnhy13iQl3ZNbk1mTs62zeL2FT5uFmlYQSYPk qjpicBVqxq9t1dc6GGaVJA== 0000892626-01-500093.txt : 20010813 0000892626-01-500093.hdr.sgml : 20010813 ACCESSION NUMBER: 0000892626-01-500093 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010810 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: 1934 Act SEC FILE NUMBER: 001-12784 FILM NUMBER: 1703668 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_601.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 June 30, 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 17,814,037 as of June 30, 2001. INDEX PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000 . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the three and six months ended June 30, 2001 and 2000. . . . . . . . . . . . . . . . . . . . . 5 Consolidated Statements of Shareholders' Equity for the six months ended June 30, 2001. . . . . . 7 Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000 . . . . . 9 Notes to Consolidated Financial Statements. . . . . 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . 37 Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . 46 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Securities Holders. . . . . . . . . . . . . . . . . 52 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 52 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 53 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 (Dollars in thousands, except share data) JUNE 30, DECEMBER 31, 2001 2000 (UNAUDITED) (AUDITED) ----------- ------------ ASSETS: Rental apartments: Land. . . . . . . . . . . . . . . . $ 92,998 91,242 Depreciable property. . . . . . . . 603,348 604,081 ---------- ---------- 696,346 695,323 Less accumulated depreciation . . . (96,700) (94,590) ---------- ---------- 599,646 600,733 Rental properties held for sale, net of accumulated depreciation . . 16,197 -- Land held for development or sale . . 58,657 53,022 Investments in partnerships . . . . . 183,027 166,569 Cash and cash equivalents . . . . . . 5,830 5,106 Deferred expenses, net. . . . . . . . 4,230 3,425 Notes receivable from and advances to Service Companies. . . . . . . . 17,524 4,857 Other assets. . . . . . . . . . . . . 29,937 32,279 ---------- ---------- Total assets $ 915,048 865,991 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: LIABILITIES: Debt (note 5) . . . . . . . . . . . . $ 429,489 385,981 Accrued interest payable. . . . . . . 1,232 1,783 Accrued real estate taxes payable . . 7,943 10,806 Construction costs payable. . . . . . 1,802 1,501 Security deposits and prepaid rents . 2,873 2,507 Other liabilities . . . . . . . . . . 6,217 3,937 ---------- ---------- Total liabilities . . . . . 449,556 406,515 ---------- ---------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS - CONTINUED JUNE 30, DECEMBER 31, 2001 2000 (UNAUDITED) (AUDITED) ----------- ------------ Commitments and contingencies (note 6) Minority interest . . . . . . . . . . 66,272 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 outstanding (aggregate liquidation preference of $7,072 and $7,073, respec- tively). . . . . . . . . . . . . . . 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 $76,469) . . . . . . . . . . . . . . 31 31 Shares of beneficial interest, $0.01 par value, 145,375,000 authorized, 17,814,037 and 17,849,504 common shares issued and outstanding, respectively. . . . 178 178 Additional paid-in capital. . . . . . 428,812 427,939 Employees' and Trustees' notes. . . . (12,157) (12,231) Accumulated other comprehensive loss. . . . . . . . . . . . . . . . (2,286) -- Distributions in excess of earnings . (15,362) (15,982) ---------- ---------- Total shareholders' equity. . . . . . . . . . 399,220 399,939 ---------- ---------- Total liabilities and shareholders' equity. . . $ 915,048 865,991 ========== ========== See accompanying notes to consolidated financial statements. AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) (Dollars in thousands, except share data)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ----------------------- ----------------------- 2001 2000 2001 2000 -------- -------- -------- -------- Revenues: Property: Rental. . . . . . . . . . . . . . . . . . . . . $ 27,064 26,775 53,829 53,049 Other . . . . . . . . . . . . . . . . . . . . . 1,760 1,658 3,330 3,195 Interest and share of income (loss) from Service Companies . . . . . . . . . . . . . . . 291 2,995 (112) 3,826 Other interest. . . . . . . . . . . . . . . . . . 326 254 803 609 Income from partnerships. . . . . . . . . . . . . 2,403 1,332 4,665 2,517 Other . . . . . . . . . . . . . . . . . . . . . . 605 1,083 1,262 1,726 -------- -------- -------- -------- Total revenues. . . . . . . . . . . . . . 32,449 34,097 63,777 64,922 -------- -------- -------- -------- Expenses: Personnel . . . . . . . . . . . . . . . . . . . . 2,858 2,806 5,695 5,549 Advertising and promotion . . . . . . . . . . . . 798 571 1,330 1,092 Utilities . . . . . . . . . . . . . . . . . . . . 757 726 1,645 1,499 Building repairs and maintenance and services. . . . . . . . . . . . . . . . . . 1,758 1,449 2,936 2,830 Landscaping and grounds maintenance . . . . . . . 652 662 1,152 1,216 Real estate taxes . . . . . . . . . . . . . . . . 3,415 3,485 6,955 6,827 Insurance . . . . . . . . . . . . . . . . . . . . 289 228 596 458 Property management fees. . . . . . . . . . . . . 721 711 1,429 1,406 Other operating expenses. . . . . . . . . . . . . 274 356 600 655 Interest. . . . . . . . . . . . . . . . . . . . . 6,352 6,248 12,779 11,890 Amortization of deferred costs. . . . . . . . . . 309 121 445 239 Depreciation . . . . . . . . . . . . . . . . . . 5,554 5,026 10,640 9,992 General and administrative. . . . . . . . . . . . 1,151 930 2,669 1,858 -------- -------- -------- -------- Total expenses. . . . . . . . . . . . . . 24,888 23,319 48,871 45,511 -------- -------- -------- -------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ----------------------- ----------------------- 2001 2000 2001 2000 -------- -------- -------- -------- Income before nonrecurring gains and minority interest . . . . . . . . . . . . . . 7,561 10,778 14,906 19,411 Gains on sales of residential properties. . . . . . 9,249 8,151 9,249 30,467 -------- -------- -------- -------- Income before minority interest . . . . . . . . . . 16,810 18,929 24,155 49,878 Minority interest . . . . . . . . . . . . . . . . . 2,585 2,835 3,525 7,856 -------- -------- -------- -------- Net income. . . . . . . . . . . . . . . . 14,225 16,094 20,630 42,022 Less income attributable to preferred shares. . . . . . . . . . . . . . . . . 1,633 1,829 3,266 3,658 -------- -------- -------- -------- Net income attributable to common shares . . . . . . . . . . . . . $ 12,592 14,265 17,364 38,364 ======== ======== ======== ======== Net income per common share - basic . . . . . . . . $ 0.71 0.83 0.98 2.25 ======== ======== ======== ======== Net income per common share - diluted . . . . . . . $ 0.67 0.76 0.96 1.99 ======== ======== ======== ======== Dividends declared and paid per common share. . . . . . . . . . . . . . . . . $ 0.47 0.47 0.94 0.93 ======== ======== ======== ======== See accompanying notes to consolidated financial statements.
AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 2001 (Dollars in thousands)
SHARES OF BENEFICIAL INTEREST EMPLOYEES' ACCUMULATED -------------------------------- ADDITIONAL AND OTHER DIVIDENDS 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 Comprehensive income: Net income. . . . . -- -- -- -- -- -- 20,630 20,630 Preferred Share dividends paid . . -- -- -- -- -- -- (3,266) (3,266) Net cumulative effect adjustment of loss on deriva- tive contracts . . -- -- -- -- -- (1,249) -- (1,249) Current period loss on derivative contracts. . . . . -- -- -- -- -- (1,037) -- (1,037) -------- Comprehensive income attributable common shares. . . . 15,078 -------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - CONTINUED SIX MONTHS ENDED JUNE 30, 2001 (Dollars in thousands) SHARES OF BENEFICIAL INTEREST EMPLOYEES' ACCUMULATED -------------------------------- ADDITIONAL AND OTHER DIVIDENDS PREFERRED COMMON PAID-IN TRUSTEES' COMPREHEN- IN EXCESS SHARES SHARES AMOUNT CAPITAL NOTES SIVE LOSS OF EARNINGS TOTAL --------- ---------- ------ --------- ----------- ---------- ----------- -------- Common Share distributions. . . . -- -- -- -- -- -- (16,744) (16,744) Shares issued in connection with: Executive Share Purchase Plan. . . -- 7,150 -- 158 -- -- -- 158 Option Plan . . . . -- 36,000 -- 671 -- -- -- 671 Units converted . . -- 91,783 1 1,665 -- -- -- 1,666 Employees' and Trustees' notes, net of repayments. -- -- -- -- 74 -- -- 74 Shares repurchased. . -- (170,400) (1) (3,735) -- -- -- (3,736) Reallocation of minority interest. . -- -- -- 2,114 -- -- -- 2,114 --------- ---------- ---- ------- ------- ------- ------- ------- Balance at June 30, 2001 . . . 3,475,000 17,814,037 $213 428,812 (12,157) (2,286) (15,362) 399,220 ========= ========== ==== ======= ======= ======= ======= ======= See accompanying notes to consolidated financial statements.
AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) (Dollars in thousands) 2001 2000 -------- -------- Cash flows from operating activities: Net income. . . . . . . . . . . . . . . . . $ 20,630 42,022 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . 11,085 10,231 Cash distributions from partnerships in excess of share of income. . . . . 4,105 3,133 Loss (income) from Service Companies. . 590 (1,415) Gains on sales of residential properties. . . . . . . . . . . . . . (9,249) (30,467) Minority interest . . . . . . . . . . . 3,525 7,856 Changes in assets and liabilities: Increase in deferred costs. . . . . . . (264) (98) Decrease (increase) in other assets . . 3,400 (2,101) Decrease in accrued real estate taxes . (3,049) (2,010) (Decrease) increase in accrued interest payable. . . . . . . . . . . (551) 50 Increase in tenant security deposits and prepaid rents. . . . . . 366 145 Decrease in other liabilities . . . . . (6) (662) -------- ------- Net cash provided by operating activities. . . . . . . 30,582 26,684 -------- ------- Cash flows from investing activities: Net cash proceeds from sales of residential properties. . . . . . . . . . 39,144 64,862 Investments in partnerships, net of Operating Partnership units issued. . . . (12,600) (23,774) (Advances to) repayments from affiliates. . (7,024) 7,718 Decrease (increase) in earnest money deposits. . . . . . . . . . . . . . . . . 470 (3,970) Acquisition properties, net of Operating Partnership units issued and including net increase in Exchange Escrow funds of $5,987 in 2001.. . . . . . . . . . . . (56,331) (43,727) Capital expenditures - rehab properties . . (808) (3,869) Capital expenditures - other properties . . (3,437) (1,983) Properties under development, net of co-investors' share of costs. . . . . . . (5,817) (18,018) Increase (decrease) in construction costs payable . . . . . . . . . . . . . . 301 (402) -------- ------- Net cash used in investing activities. . . . . . . (46,102) (23,163) -------- ------- AMLI RESIDENTIAL PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 2001 2000 -------- -------- Cash flows from financing activities: Debt proceeds, net of financing costs . . . 209,893 230,000 Debt repayments . . . . . . . . . . . . . . (167,392) (206,373) Proceeds from issuance of Executive Share Purchase Plan shares and Option Plan shares, net of Employees' and Trustees' notes . . . . . . . . . . . . . 904 280 Repurchase of shares of beneficial interest - common shares. . . . . . . . . (3,736) -- Distributions to partners . . . . . . . . . (3,415) (3,247) Dividends paid. . . . . . . . . . . . . . . (20,010) (19,334) -------- ------- Net cash provided by financing activities. . . . . . . 16,244 1,326 -------- ------- Net change in cash and cash equivalents . . . 724 4,847 Cash and cash equivalents at beginning of period . . . . . . . . . . . . 5,106 2,318 -------- ------- Cash and cash equivalents at end of period . . . . . . . . . . . . . . . $ 5,830 7,165 ======== ======= Supplemental disclosure of cash flow information: Cash paid for mortgage and other interest, net of amounts capitalized. . . . . . . . $ 13,330 11,840 ======== ======== See accompanying notes to consolidated financial statements. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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 June 30, 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 six months ended June 30, 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 86% majority interest in the Operating Partnership at June 30, 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 June 30, 2001, there are 3,602,195 OP Units held by the limited partners. 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 June 30, 2001, the Company was continuing the second phase of the rehab of AMLI at Valley Ranch and completing the rehab of AMLI at Riverbend. Starting in 1998 and through June 30, 2001, the Company has spent $8,824 on the rehab of these two properties and expects to spend an additional $1,384 in the period from July 2001 through December 2002 to complete the rehab of Phase II of Valley Ranch. 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 Six Months Ended June 30, 2001 2000 ------------------- -------------------- Carrying Operating Operating Property Cost Revenue Income Revenue Income -------- -------- ------- --------- --------- --------- AMLI: at Alvamar $ 6,751 632 375 1,244 733 on Rosemeade 9,446 936 512 1,923 1,085 ------- ----- ---- ----- ----- Total $16,197 1,568 887 3,167 1,818 ======= ===== ==== ===== ===== Land Held for Development or Sale At June 30, 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
TOTAL NUMBER NUMBER TOTAL ESTIMATED OF OF EXPENDED COSTS UPON COMMUNITY LOCATION ACRES UNITS THRU 6/30/01 COMPLETION - --------- -------- ------ ------ ------------ ---------- Wholly-Owned: Development Communities: AMLI: at Carmel Center Carmel, IN 15 322 $ 5,699 28,400 --- ----- -------- ======= Land Held for Development: AMLI: at Champions II Houston, TX 14 288 3,041 at Mesa Ridge Ft. Worth, TX 27 520 4,553 at Fossil Lake Ft. Worth, TX 19 324 3,368 at Fossil Creek IV-A Ft. Worth, TX 15 240 2,394 at Prairie Lakes I Noblesville, IN 17 228 1,112 at Prairie Lakes II-IV Noblesville, IN 103 1,100 5,926 at Anderson Mill Austin, TX 39 520 4,507 at Downtown Austin Austin, TX 2 220 9,477 at Parmer Park Austin, TX 28 480 4,341 at Vista Ridge City of Lewisville, TX 15 340 3,480 at Westwood Ridge Overland Park, KS 30 428 3,371 at Lexington Farms II Overland Park, KS 7 104 757 at Seven Bridges (1) Woodridge, IL 13 520 6,631 --- ----- -------- Total land held for development 329 5,312 52,958 --- ----- -------- Total wholly-owned 344 5,634 $ 58,657 === ===== ======== (1) On July 27, 2001, this land parcel was contributed to a 20% owned joint venture at cost.
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 6/30/01 COMPLETION - --------- -------- ------ ------ ------------ ---------- Co-Investments (Company Ownership Percentage): Development Communities: AMLI: at Mill Creek (25%) Gwinnett County, GA 33 400 $ 24,288 27,100 at Milton Park (25%) Alpharetta, GA 21 461 8,192 35,000 at Peachtree City II (20%) Peachtree City, GA 21 216 8,535 20,200 at King's Harbor (25%) Houston, TX 15 300 18,183 19,800 at Cambridge Square (30%) Overland Park, KS 21 408 15,777 32,200 at Summit Ridge (25%) Lee's Summit, MO 24 432 27,982 29,300 --- ----- -------- -------- Total co-investment development communities 135 2,217 102,957 163,600 --- ----- -------- -------- Total wholly-owned and co-investments 479 7,851 $161,614 192,000 === ===== ======== ========
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 at Stonebridge Ranch (2). . . . McKinney, TX 250 2001 6/11/01 17,110 -- 17,110 ------ -------- ------ ------- Total wholly-owned 1,652 113,583 -- 113,583 ------ -------- ------ ------- 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%) (5) . . . . 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 5,169 $420,782 185,053 235,729 ====== ======== ======= ======= (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 6.3 years. (2) These acquisitions completed deferred third party exchanges for Federal income tax purposes. The Company issued 86,494 OP Units as part of the total payment for the acquisition of AMLI at Gateway Park. (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. (5) The Company issued 333,610 OP Units for a 43% interest in this property which was contributed to a joint venture with a private real estate investment trust in which AMLI owned a 44% interest.
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 2000-2001
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 (5) 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 AutumnChase (4) Carrollton, TX 690 87/96/99 6/5/01 29,850 40,550 39,144 9,249 3,608 ----- ------- ------- ------- ------- ------- Total wholly-owned 2,288 101,590 141,604 139,068 52,630 12,735 ----- ------- ------- ------- ------- ------- 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 (5) 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 2,790 $128,035 180,708 177,051 66,459 16,117 ===== ======== ======= ======= ======= ======= (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) The net proceeds from the sale of Phase I of this community were used to acquire AMLI at Stonebridge Ranch in a deferred third party exchange for Federal income tax purposes. The remaining proceeds are in an escrow account to be used for the acquisition of another community to complete the deferred third party exchange for Federal income tax purposes. (5) 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 the balance sheet as liabilities of $1,277 and as "Accumulated Other Comprehensive Income (Loss)" of $1,249, which are gains and losses not affecting retained earnings in the Consolidated Statement of Stockholders' Equity. As of June 30, 2001, the liabilities increased by $1,066 to $2,343 and Accumulated Other Comprehensive Loss increased by $1,037 to $2,286. "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 $101 for the six months ended June 30, 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, or even a portion of its fixed-rate debt to variable rate. 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 June 30, 2001, there were deferred losses from hedging positions of $2,286, which are represented in Accumulated Other Comprehensive Loss, a shareholders' equity account. As of January 1, 2001, $1,249 was incurred and an additional $1,037 was recorded during the six months ended June 30, 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 June 30, 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 June 30, Amount Rate(1) Contract Maturity Paid, Net 2001 (2) - -------- ------- -------- --------- ---------- ------------- $10,000 6.216% 5 years 11/01/02 $ 186 277 10,000 6.029% 5 years 11/01/02 118 251 20,000 6.145% 5 years 02/15/03 318 568 10,000 6.070% 5 years 02/18/03 134 278 15,000 6.405% 5 years 09/20/04 115 569 10,000 6.438% 5 years 10/04/04 66 400 - ------- ------ ----- $75,000 $ 937 2,343 ======= ====== ===== (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 June 30, 2001 if these contracts were terminated. This amount was recorded as a liability in the accompanying balance sheet as of June 30, 2001.
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED On June 30, 2001, the derivative instruments were reported at their fair value as Other Liabilities of $2,343 which increased by $1,066 from $1,277 as of January 1, 2001. The offsetting adjustments were reported as losses in Accumulated Other Comprehensive Loss of $2,286 ($1,249 at January 1, 2001 and increased by $1,037 at June 30, 2001) and an adjustment to earnings of $57 due to a small ineffectiveness on the swaps ($28 as of January 1, 2001 and $29 for the six months ended June 30, 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. AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 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:
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ------------------------- 2001 2000 2001 2000 ---------- ----------- ---------- ---------- Net income. . . . . . . . . . . . . . . . . $ 14,225 16,094 20,630 42,022 Less income attributable to preferred shares. . . . . . . . . . . . (1,633) (1,829) (3,266) (3,658) ---------- ---------- ---------- ---------- Net income attributable to common shares - Basic . . . . . . . . . . . . . . . . . $ 12,592 14,265 17,364 38,364 ========== ========== ========== ========== Net income - Diluted. . . . . . . . . . . . $ 14,225 16,094 20,630 42,022 ========== ========== ========== ========== Weighted average common shares - Basic. . . 17,756,075 17,159,007 17,790,838 17,090,029 ========== ========== ========== ========== Dilutive Options and Other Plan shares. . . 159,981 139,866 136,011 96,963 Convertible preferred shares. . . . . . . . 3,475,000 3,975,000 3,475,000 3,975,000 ---------- ---------- ---------- ---------- Weighted average common shares - Dilutive . 21,391,056 21,273,873 21,401,849 21,161,992 ========== ========== ========== ========== Net income per share: Basic . . . . . . . . . . . . . . . . . $ .71 .83 .98 2.25 Diluted . . . . . . . . . . . . . . . . $ .67 .76 .96 1.99 ========== ========== ========== ==========
AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 3. INVESTMENTS IN PARTNERSHIPS AND SERVICE COMPANIES INVESTMENTS IN PARTNERSHIPS At June 30, 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 $1,103 for the six months ended June 30, 2001. Investments in partnerships at June 30, 2001 and the Company's 2001 share of income or loss for the six 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% $15,577 3,956 593 576 (81) (12) 32 at Champions Park 15% 11,335 2,593 389 389 (50) (8) 27 at Champions Centre 15% 8,502 1,839 276 276 (120) (16) 19 at Windbrooke 15% 16,026 4,301 645 645 318 48 33 at Willeo Creek 30% 13,596 4,035 1,210 1,210 292 87 74 at Barrett Lakes 35% 24,083 7,472 2,615 2,719 414 145 159 at Chevy Chase 33% 41,392 12,476 4,117 4,117 969 370 223 at Willowbrook 40% 34,418 10,485 4,197 4,118 596 259 235 at River Park 40% 13,247 4,316 1,726 1,684 267 107 91 at Fox Valley 25% 22,633 22,053 5,513 5,693 701 175 93 at Fossil Creek 25% 19,710 19,247 4,812 4,900 668 167 94 at Danada Farms 10% 44,412 19,036 1,904 1,895 1,068 107 69 at Verandah 35% 21,776 4,690 1,654 1,749 (50) 9 209 at Northwinds 35% 51,048 16,388 5,736 5,577 998 349 299 at Regents Crest 25% 31,516 15,787 3,947 4,027 256 118 121 at Oakhurst North 25% 41,159 40,185 10,046 10,046 867 217 186 at Wells Branch 25% 32,291 31,481 7,870 7,330 827 207 144 on the Parkway 25% 14,611 3,955 986 692 (52) (13) 73 on Timberglen 40% 10,105 3,398 1,384 (33) (32) 14 103 at Castle Creek 40% 20,073 19,763 7,905 8,059 683 332 132 at Lake Clear- water 25% 15,996 15,666 3,917 3,968 478 119 66 Creekside 25% 15,579 15,411 3,853 3,976 450 143 67 at Deerfield 25% 16,726 4,015 1,001 824 (171) (43) 75 at Wynnewood Farms 25% 18,235 18,006 4,502 4,542 500 124 73 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% 29,030 28,142 7,036 7,134 1,147 287 98 at St. Charles 25% 41,878 41,278 10,319 10,341 1,301 325 173 at Park Bridge 25% 24,279 23,664 5,916 5,990 882 221 86 at Mill Creek 25% 24,232 23,290 5,822 6,029 (133) (33) 49 at Lost Mountain 75% 11,585 915 686 797 (17) (10) 143 on Spring Mill 20% (Residual) 28,773 28,104 -- 1,253 491 -- -- at Prestonwood Hills 45% 17,566 5,799 2,626 2,620 98 66 113 at Windward Park 45% 27,106 8,879 4,023 4,014 78 68 170 at Summit Ridge 25% 28,195 7,793 1,948 1,692 (587) (147) 109 at Oak Bend 40% 24,917 5,701 2,280 2,280 28 119 138 Midtown 45% 33,377 11,085 5,027 5,009 373 218 203 on Frankford 45% 39,564 13,238 6,004 5,988 365 225 243 at Peachtree City I 20% 29,079 28,800 5,760 3,735 892 178 74 at Peachtree City II 20% 8,749 1,000 200 176 -- -- -- at Scofield Ridge 45% 37,877 12,676 5,747 5,756 62 102 224 at Breckinridge Point 45% 33,985 11,434 5,185 5,167 212 141 201 at Cambridge Square 30% 15,966 10,768 3,230 3,320 (2) (1) -- Towne Square 45% 33,214 11,231 5,092 5,030 43 59 201 at Lowry Estates 50% 52,248 17,681 8,841 8,712 (140) (15) 337 at King's Harbor 25% 18,343 16,264 4,066 4,279 (162) (41) 4 at Milton Park 25% 8,352 7,801 1,950 1,612 -- -- -- at Osprey Lake 69% 55,436 18,852 12,957 12,760 (211) (117) 377 ---------- ------- ------- ------- ------- ------ ------ 1,177,797 634,949 185,513 182,673 14,516 4,650 5,640 Other 708 708 354 354 1 15 -- ---------- ------- ------- ------- ------- ------ ------ Total $1,178,505 635,657 185,867 183,027 14,517 4,665 5,640 ========== ======= ======= ======= ======= ====== ======
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 June 30, 2001 are summarized as follows: Outstand- Total ing at Company's Interest Community Commitment 6/30/01 Share Rate Maturity - --------- ---------- --------- --------- -------- --------- AMLI: at Champions Centre $ 6,700 6,409 961 8.93% Jan. 2002 at Champions Park 9,500 8,477 1,272 7.49% Jan. 2002 at Windbrooke 11,500 11,125 1,669 9.24% Feb. 2002 at Greenwood Forest 11,625 11,261 1,689 8.95% May 2002 at Peachtree City II 19,170 5,951 1,190 L+1.875% June 2002 at Chevy Chase 29,767 27,543 9,089 6.67% Apr. 2003 at Willeo Creek 10,000 9,280 2,784 6.77% May 2003 at Willowbrook 24,500 22,967 9,187 7.785% May 2003 at Regents Crest 16,500 15,317 3,829 7.50% Dec. 2003 at Verandah 16,940 16,401 5,740 7.55% Apr. 2004 on Timberglen 6,770 6,468 2,587 7.70% June 2004 at Prestonwood Hills 11,649 11,441 5,182 7.17% Aug. 2006 at Windward Park 18,183 17,865 8,098 7.27% Aug. 2006 at Oak Bend 18,834 18,584 7,434 7.81% Dec. 2006 Midtown 21,945 21,650 9,817 7.52% Dec. 2006 at Deerfield 12,600 12,432 3,108 7.56% Jan. 2007 at Danada Farms 24,500 23,950 2,395 7.33% Mar. 2007 on Frankford 25,710 25,523 11,575 8.25% June 2007 at Breckinridge Point 22,110 21,956 9,956 7.57% July 2007 at Scofield Ridge 24,618 24,450 11,088 7.70% Aug. 2007 Towne Square 21,450 21,356 9,697 7.60% Jan. 2008 at Lowry Estates 33,900 33,769 16,885 7.12% Jan. 2008 at Summit Ridge 20,000 19,956 4,989 7.27% Feb. 2008 at River Park 9,100 8,699 3,480 7.75% June 2008 on the Parkway 10,800 10,362 2,591 6.75% Jan. 2009 at Barrett Lakes 16,680 16,140 5,649 8.50% Dec. 2009 at Northwinds 33,800 33,619 11,767 8.25% Oct. 2010 at Osprey Lake 35,320 35,204 24,203 7.02% Mar. 2011 at Lost Mountain 10,252 10,235 7,676 6.84% Nov. 2040 -------- -------- ------- $534,423 508,390 195,587 ======== ======== ======= 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 six months ended June 30, 2001 and 2000 are summarized as follows: AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED 2001 2000 ------- ------- Income (1) $ 8,969 11,467 General and adminis- trative expenses (7,441) (5,979) ------- ------- EBITDA 1,528 5,488 Interest (1,306) (2,232) Depreciation (1,213) (912) Income taxes 359 (858) ------- ------- Net income (loss) (2)(3) $ (632) 1,486 ======= ======= Total assets $31,822 50,649 ======= ======= Total liabilities $34,280 50,951 ======= ======= Total deficit $(2,458) (302) ======= ======= (1) Net of construction and landscaping costs. (2) Net of tax effect; includes $207 in amortization of goodwill in both years. (3) Includes $113 and $2,018 after-tax gain from sales of land parcels in 2001 and 2000, respectively. 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 totaling $133 for the six months ended June 30, 2001. Interest and share of income (loss) from Service Companies as included in the accompanying Consolidated Statements of Operations is reconciled below: June 30, ----------------- 2001 2000 ------ ------ Intercompany interest expensed. . . . . . . $ 443 2,232 Intercompany interest capitalized . . . . . 35 179 Net income (loss) . . . . . . . . . . . . . (632) 1,486 Intercompany eliminations and minority interests, net . . . . . . . . . 42 (71) ------ ------ $ (112) 3,826 ====== ====== 4. RELATED PARTY TRANSACTIONS During the six months ended June 30, 2001 and 2000, the Company accrued or paid to its affiliates fees and other costs and expenses as follows: 2001 2000 ------ ----- Management fees $1,429 1,406 General contractor fees 54 104 Interest expense 44 275 Landscaping and grounds maintenance 439 1,033 ====== ===== AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED In addition, at June 30, 2001 and December 31, 2000, the Company owed Amli Residential Construction, Inc. $1,802 and $1,501, respectively, for construction costs of communities under development or rehab. During the six months ended June 30, 2001 and 2000, the Company earned or received from its affiliates fees and other income as follows: 2001 2000 ------ ----- Development fees $ 589 955 Acquisition/financing fees 249 475 Asset management fees 284 296 Interest on advances to other affiliates 179 143 Interest on notes and advances to Service Companies 478 2,411 ====== ===== In addition, during the six months ended June 30, 2001 and 2000, total revenues of $1,627 and $1,241, 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 6/30/01 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 12,102 7.00% 6/15/03 12,238 AMLI at Riverbend 31,000 28,420 7.30% 7/1/03 28,726 AMLI in Great Hills 11,000 10,089 7.34% 7/1/03 10,198 AMLI at Valley Ranch 11,500 9,831 7.625% 7/10/03 9,969 AMLI at Nantucket 7,735 7,390 7.70% 6/1/04 7,454 AMLI at Bishop's Gate 15,380 14,378 (2) 8/1/05 14,523 AMLI at Regents Center 20,100 19,151 (3) 9/1/05 19,260 AMLI on the Green/AMLI of North Dallas (4) 43,234 40,020 7.789% 5/1/06 40,402 AMLI at Clairmont 12,880 12,657 6.95% 2/15/08 12,738 AMLI - various (5) (7) 140,000 140,000 6.56% 6/11/11 -- AMLI at Park Creek 10,322 10,201 7.875% 12/1/38 10,223 -------- ------- -------- Total Mortgage Notes Payable 316,426 304,239(6) 165,731 -------- ------- -------- AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Balance Balance Original at Interest Maturity at Encumbered Properties Amount 6/30/01 Rate Date 12/31/00 - --------------------- -------- -------- -------- -------- -------- OTHER NOTES PAYABLE: Unsecured line of credit (7)(8) 200,000 75,000 L+1.05% 10/11/02 165,000 Note payable to Service Company 5,000 -- 10.00% 1/1/03 5,000 -------- ------- --------- ------- ------- Total Other Notes Payable 205,000 75,000 170,000 -------- ------- ------- Total $571,676 429,489 385,981 ======== ======= ======= (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 (2.65% for AMLI at Spring Creek and 2.70% for AMLI at Poplar Creek at July 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 June 30, 2001 is $768. (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 June 30, 2001, the unamortized discount is $325. (5) This loan is secured by seven previously unencumbered properties (AMLI at Bent Tree, AMLI at Lantana Ridge, AMLI at StoneHollow, AMLI at Western Ridge, AMLI at Killian Creek, AMLI at Eagle Creek and AMLI at Gateway Park). AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (6) All but $20,651 is non-recourse to the partners of the Operating Partnership. (7) The Company has used interest rate swaps on $75,000 of the outstanding amount to fix its base interest rate (before current lender's spread) at an average of 6.22%. The Company paid the outstanding balance down in June 2001 by $140,000 from the proceeds of a new ten year mortgage loan secured by seven of its wholly-owned properties. Additionally, AMLI has concurrently reduced the commitment amount under its current line of credit by $50,000 to $200,000. (8) 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 ($14,000 at June 30, 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 June 30, 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. . . . . . . . . . . . . . . . . . $ -- 2,102 -- -- 2,102 2002. . . . . . . . . . . . . . . . . . 50,250 4,727 -- -- 54,977 2003. . . . . . . . . . . . . . . . . . -- 61,671 75,000 -- 136,671 2004. . . . . . . . . . . . . . . . . . -- 10,568 -- -- 10,568 2005. . . . . . . . . . . . . . . . . . -- 34,651 -- -- 34,651 Thereafter. . . . . . . . . . . . . . . -- 190,520 -- -- 190,520 ------- ------- ------- ------ ------- $50,250 304,239 75,000 -- 429,489 ======= ======= ======= ====== =======
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 June 30, 2001, the Company is contingently liable on $7,866 in bank letters of credit issued to secure commitments made in ordinary course of business by the Company and its co-investment partnerships. 7. SUBSEQUENT EVENTS On July 27, 2001, the Company sold AMLI at Alvamar, a 152-unit wholly- owned community for $8,900 which generated a gain on the sale of approximately $2,000. The property was built in 1989 and acquired by AMLI in 1994. The Company received net sale proceeds of approximately $8,700, which was used to pay down the line of credit. On July 27, 2001, the Company entered into a joint venture with the National Electrical Benefit Fund (NEBF) to develop, own and operate AMLI at Seven Bridges in Woodridge, Illinois. AMLI at Seven Bridges will be comprised of four mid-rise buildings containing 520 apartment homes. AMLI plans to commence construction on the community during the third quarter of 2001. A construction loan will be provided by a bank group with PNC Bank as lead bank. On July 31, 2001, the Company sold AMLI at Willowbrook, a 488-unit community for $58,500. The property was acquired for $36,543 in 1996 in a partnership with Allstate Insurance Company, which spent an additional $1,800 in improvements to this property shortly after the acquisition. The Partnership's gain on the sale was approximately $24,000, of which the Company's share was approximately $11,400. AMLI received approximately $15,300 in cash as its 40% share of the net sales proceeds, which includes a return of capital, return on capital and an incentive fee. In addition, AMLI received a disposition fee of $234. 8. SEGMENT REPORTING The revenues, net operating income, FFO and assets for the Company's reportable segment are summarized as follows: Six Months Ended June 30, ------------------------ 2001 2000 ---------- ---------- Multifamily segment revenues. . . . . . . . . . $ 139,783 111,415 ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Six Months Ended June 30, ------------------------ 2001 2000 ---------- ---------- Multifamily segment net operating income. . . . $ 85,714 67,953 Reconciling items to FFO: Reduce co-investment net operating income to Company's share (1) . . . . . . . (40,588) (27,156) Interest income and share of income (loss) from Service Companies. . . . 95 4,033 Other interest income . . . . . . . . . . . . 803 609 Other revenues. . . . . . . . . . . . . . . . 1,262 1,726 General and administrative expenses . . . . . (2,669) (1,858) Interest expense and loan cost amortization . (13,224) (12,129) ---------- ---------- Consolidated FFO before minority interest . . . 31,393 33,178 ---------- ---------- Reconciling items to net income: Depreciation - wholly owned properties. . . . (10,640) (9,992) Depreciation - share of co-investment properties. . . . . . . . . . . . . . . . . (5,640) (3,568) Share of Service Company's goodwill amortization. . . . . . . . . . . . . . . . (207) (207) Gain on sale of residential property. . . . . 9,249 30,467 ---------- ---------- Income before minority interest and extraordinary items . . . . . . . . . . . . . 24,155 49,878 Minority interest . . . . . . . . . . . . . . . 3,525 7,856 ---------- ---------- Net income. . . . . . . . . . . . . . . . . . . $ 20,630 42,022 ========== ========== June 30, December 31, 2001 2000 ---------- ----------- Segment assets (2). . . . . . . . . . . . . . . $1,894,269 1,803,134 ========== ========== (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 June 30, 2001 and December 31, 2000 and for the three and six months ended June 30, 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 June 30, 2001, the Company owned an 86% 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 half of 2001, the Company has repurchased 170,400 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 June 30, 2001, the Company owned 21,289,037 OP Units and the limited partners owned 3,602,195 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 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 during the periods reported. During this period, the Company has sold five stabilized communities containing a total of 2,288 apartment homes. During the same period, the Company has acquired a total of 1,652 units in five 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 six months ended June 30, 2001 and 2000 are summarized as follows: Increase 2001 2000 (Decrease) ------- ------ --------- Total Wholly-Owned Property Revenues - ------------------ Same communities . . . . . . . $45,406 43,644 1,762 New communities. . . . . . . . 997 342 655 Acquisition communities. . . . 6,659 2,976 3,683 Communities contributed to ventures/sold. . . . . . . 4,097 9,282 (5,185) ------- ------- ------- Total . . . . . . . . . . . $57,159 56,244 915 ======= ======= ======= Increase 2001 2000 (Decrease) ------- ------ --------- Total Wholly-Owned Property Operating Expenses - --------------------------- Same communities . . . . . . . $17,546 16,602 944 New communities. . . . . . . . 375 288 87 Acquisition communities. . . . 2,654 1,138 1,516 Communities contributed to ventures/sold. . . . . . . 1,763 3,504 (1,741) ------- ------- ------- Total . . . . . . . . . . . $22,338 21,532 806 ======= ======= ======= Total Wholly-Owned Property Net Operating Income - ----------------------------- Same communities . . . . . . . $27,860 27,042 818 New communities. . . . . . . . 622 54 568 Acquisition communities. . . . 4,005 1,838 2,167 Communities contributed to ventures/sold. . . . . . . 2,334 5,778 (3,444) ------- ------- ------- Total . . . . . . . . . . . $34,821 34,712 109 ======= ======= ======= 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. 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 2,238 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 June 30, 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 . . . . . . . . . $40,491 40,002 489 New communities. . . . . . . . . . 12,596 5,139 7,457 Development and/or lease-up communities . . . . . . . . . . . 5,135 390 4,745 Acquisition communities. . . . . . 19,557 4,252 15,305 Communities contributed to ventures/sold. . . . . . . . . 4,845 5,502 (657) ------- ------- ------- Total . . . . . . . . . . . . . $82,624 55,285 27,339 ======= ======= ======= Company's share of co-invest- ment total revenues . . . . . . . $26,461 16,342 10,119 ======= ======= ======= Total Co-investment Property Operating Expenses - --------------------------- Same communities . . . . . . . . . $15,622 14,818 804 New communities. . . . . . . . . . 4,420 3,155 1,265 Development and/or lease-up communities . . . . . . . . . . . 2,291 369 1,922 Acquisition communities. . . . . . 7,622 1,673 5,949 Communities contributed to ventures/sold. . . . . . . . . 1,495 1,812 (317) ------- ------- ------- Total . . . . . . . . . . . . . $31,450 21,827 9,623 ======= ======= ======= Company's share of co-invest- ment property operating expenses. . . . . . . . . . . . . $ 9,477 6,304 3,173 ======= ======= ======= Increase 2001 2000 (Decrease) ------- ------- --------- Total Co-investment Property Net Operating Income - ---------------------------- Same communities . . . . . . . . . $24,869 25,184 (315) New communities. . . . . . . . . . 8,176 1,984 6,192 Development and/or lease-up communities . . . . . . . . . . . 2,844 21 2,823 Acquisition communities. . . . . . 11,935 2,579 9,356 Communities contributed to ventures/sold . . . . . . . . . . 3,350 3,690 (340) ------- ------- ------- Total . . . . . . . . . . . . . $51,174 33,458 17,716 ======= ======= ======= Company's share of co-invest- ment property NOI. . . . . . . . . $17,892 10,432 7,460 ======= ======= ======= For the six months ended June 30, 2001, total revenues were $63,777 and net income was $20,360 including a gain of $9,249 from the sale of a residential property. Total revenues for the year earlier period were $64,922 and net income was $42,022, which included gains of $30,467 from sales of residential properties. For the six months ended June 30, 2001, basic earnings per common share decreased to $0.98 (included $0.43 per share from the sale of a residential property) from $2.25 (included $1.48 per share from the sales of residential properties) in the year earlier period. For the six months ended June 30, 2001, diluted earnings per common share decreased to $0.96 (included $0.42 gain from the sale of a residential property) from $1.99 (included $1.22 share of gains from sales of residential properties) for the six months ended June 30, 2000. On a "same community" basis, weighted average occupancy of the apartment homes owned wholly by the Company increased slightly to 91.8% for the six months ended June 30, 2001 from 91.2% in the prior year. Weighted average collected rental rates increased by 3.3% to $788 from $762 per unit per month for the six months ended June 30, 2001 and 2000, respectively. Including Co-Investment Communities, weighted average occupancy of the Company's apartment homes decreased to 92.0% for the six months ended June 30, 2001 from 92.4% in the prior year, and weighted average collected rental rates increased by 3.4% to $830 from $803 per unit per month for the six months ended June 30, 2001 and 2000, respectively. COMPARISON OF SIX MONTHS ENDED JUNE 30, 2001 TO SIX MONTHS ENDED JUNE 30, 2000. Income before minority interest decreased to $24,155 for the six months ended June 30, 2001 from $49,878 for the six months ended June 30, 2000. This decrease was primarily attributable to a $9,249 gain on sale of a residential property in 2001 compared to $30,467 gains on sales of residential properties in 2000. In addition, an $806 increase in property operating expenses, an $889 increase in interest expense, a $648 increase in depreciation and a $1,145 decrease in total revenues contributed to the decrease in income. The decrease in total revenues was largely from the decrease in Company's share of income from Service Companies, which in 2000 included after-tax gains on sales of non-residential land parcels of $2,018, offset in part by an increase in share of income from partnerships. Net income for the six months ended June 30, 2001 and 2000 was $20,630 and $42,022, respectively. Total property revenues increased by $915 or 1.6%. This increase in property revenues was primarily from the 1,652 apartment homes acquired during 2001 and 2000. This increase was offset by a decrease resulting from 2,288 apartment homes sold during 2001 and 2000. Other property revenues include increases in various fees charged to residents. On a same community basis total property revenues increased by $1,762 or 4.0% and net operating income increased by $818 or 3.0%. The Company operates, owns and manages apartments in eight metropolitan areas. During 2001, the supply/demand characteristics in the suburban Indianapolis, 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 Austin, Dallas and Kansas City coupled with 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 102.9% to a loss of $112 from income of $3,826 primarily due to $2,018 after-tax gains from sales of land parcels and decreased interest income as a result of Service Companies' direct borrowings under the Company's line of credit and lower construction income as a result of slower construction and development. During the first six months of 2001 the Service Companies commenced or continued a variety of information technology system initiatives, most notably the implementation of an Enterprise Resource Planning system ("ERP") using the Oracle database. As of June 2001, the Company has discontinued using its predecessor General Ledger and Accounts Payable systems and has "gone live" with the ERP. Information technology expenditures that are expected to be incurred and capitalized during 2001 of approximately $5,000 will be depreciated over five years. In connection with the ERP and other systems applications, the Company has increased the management fee it pays to AMLI Management Company for managing its wholly- owned properties from 2.5% to 3.0% effective July 1, 2001. Income from partnerships increased to $4,665 from $2,517, or 85.2%. This increase was a result of the acquisition of eight stabilized communities 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 achieved stabilized operations and three were still under development and/or in lease-up. On a same community basis, total property revenues increased by $489 or 1.2% and net operating income decreased by $315, or 1.3%. Other income decreased to $1,262 from $1,726, or 26.9%. This decrease is primarily due to lower acquisition and development fees as the Company's acquisition and development activities have slowed down. Property operating expenses increased by $806, or 3.7%. This increase is principally due to increases in exterior painting in four communities, increases in personnel costs, advertising and promotion expenses, in utilities and real estate tax expense. On a same community basis, property operating expenses increased by $944 or 5.7%. Interest expense, net of the amounts capitalized, increased to $12,779 from $11,890 or 7.5%, primarily due to increased indebtedness incurred in conjunction with acquisition activities, investments in joint ventures which own stabilized properties, increased short-term borrowing rates, $490 carrying costs on land parcels no longer capitalized and $441 in costs associated with a $75 million interest rate swap entered into in May 2000. General and administrative expenses increased to $2,669 for the six months ended June 30, 2001 from $1,858 for the six months ended June 30, 2000. The increase is primarily due to costs attributable to abandoned projects and an investment in Broadband high speed internet access business that were written off. Higher personnel costs due to increased number of employees and higher shareholder service expenses also contributed to the increase. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2001, the Company had $5,830 in cash and cash equivalents and $111,000 in availability under its $200,000 unsecured line of credit. The availability under the line of credit is based on total borrowings of $89,000, including $14,000 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 closed on the $140,000 in ten-year 6.56% fixed-rate financing, which is secured by first mortgages on seven of the Company's previously unencumbered wholly-owned communities. The Company paid down its unsecured line of credit from the proceeds of this loan and concurrently reduced its line of credit to $200,000. At June 30, 2001, twelve 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 six months ended June 30, 2001 increased to $30,582 from $26,684 for the six months ended June 30, 2000. The increase is primarily due to increased distributions from co-investment partnerships and a decrease in other assets. Cash flows used in investing activities for the six months ended June 30, 2001 increased to $46,102 from $23,163 for the six months ended June 30, 2000. The increase consisted primarily of a decrease in net proceeds from sales of residential properties, higher expenditures for acquisition and development costs and higher investments in partnerships. Net cash flows provided by financing activities for the six months ended June 30, 2001 were $16,244, which reflect net proceeds of additional borrowings and dividend payments. In 2001, $3,736 were used to repurchase 170,400 of the Company's common 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 six months ended June 30, 2001 and 2000 is summarized as follows: June 30, -------------------------- 2001 2000 ---------- --------- Income before minority interest $ 24,155 49,878 Depreciation 10,640 9,992 Share of co-investment partner- ships' depreciation 5,640 3,568 Share of Service Company's goodwill amortization 207 207 Gain on sale of residential property (9,249) (30,467) ---------- ---------- FFO $ 31,393 33,178 ========== ========== Weighted average shares and units including dilutive shares 24,980,967 24,683,089 ========== ========== 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 June 30, 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 June 30, 2001 includes $304,239 which is secured by first mortgages on eighteen 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 7.1% $304,239 70.8% Tax-Exempt Tax-Exempt Rate + 1.23% 50,250 11.7% Bonds (1) Tax-Exempt Rate + 1.24% Lines of Credit (2) LIBOR + 1.05% 75,000 17.5% -------- ------ Total $429,489 100.0% ======== ====== - -------------------- (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 (2.65% for AMLI at Spring Creek and 2.70% for AMLI at Poplar Creek at July 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 $75,000 has been fixed pursuant to interest rate swap contracts. DEVELOPMENT ACTIVITIES At June 30, 2001, the Company has made capital contributions totaling $204,503 to its existing co-investment partnerships and anticipates funding substantially all of its remaining commitment of $13,067 during 2001 to complete the 2,217 homes being developed by co-investment partnerships. The Company owns land for the development of an additional 5,312 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 for development anticipated to be acquired in 2001 or 2002. 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 June 30, 2001, the Company was continuing the rehab of the second phase of AMLI at Valley Ranch and completing the rehab of AMLI at Riverbend. Starting in 1998 and through June 30, 2001, the Company has spent $8,824 on the rehab of these two properties and expects to spend an additional $1,384 in the period from July 2001 through December 2002 to complete the rehab of Phase II of Valley Ranch. 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 39.1% 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 June 30, 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 41% of the Company's total market capitalization (51% including the Company's share of co-investment partnerships' debt), the high percentage of intermediate-term fixed-rate debt (71% of total debt), and the use of interest rate swaps to effectively fix the interest rate on $20,000 of floating-rate debt through November 2002, $30,000 through February 2003, $15,000 through September 2004 and $10,000 through October 2004 (17.5% 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 the balance sheet as liabilities of $1,277, and as "Accumulated Other Comprehensive Income (Loss)" of $1,249, which are gains and losses not affecting retained earnings in the Consolidated Statement of Stockholders' Equity. As of June 30, 2001, the liabilities increased by $1,066 to $2,343 and Accumulated Other Comprehensive Loss increased by $1,037 to $2,286. "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 $101 for the six months ended June 30, 2001 as a result of implementing this statement. Statement of Financial Accounting Standards No. 142, issued in 2001, requires, among other things, that effective January 1, 2001 goodwill resulting from a business combination accounted for as a purchase no longer be amortized, but be subjected to ongoing impairment review. The only goodwill included in the accounts of the Company and its unconsolidated subsidiaries is $3,300 recorded on the books of an unconsolidated subsidiary. This amount is being amortized using the straight-line method over the five year period ended December 31, 2002. When the new accounting literature is implemented by the Company on the effective date, the remaining unamortized goodwill of $668 will not be charged to expense in 2002, so that the Company's share of income in 2002 will, net of tax effect, be approximately $400 greater than would have otherwise been recorded had this change not been required. 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 2001 been limited in its ability to raise rents and increase occupancies at many of its wholly-owned properties because of relative weak demand (in Austin in particular). Since December 31, 2000, the Company has reduced its exposure to risks associated with interest rate charges and has significantly extended the average maturities of its fixed rate debt portfolio by refinancing $140,000 in borrowings under its floating rate line of credit with a new ten year secured 6.56% fixed interest rate refinancing. In response to a nationwide economic slowdown, the Company has slowed or curtailed its development of new apartment properties. There have been no other significant changes in the Company's exposure to 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 . . . . . . N/A N/A 92% 91% 93% 91% 88% at Bent Tree . . . . . . . 500 92% 92% 91% 91% 97% 95% at Bishop's Gate . . . . . 266 93% 90% 89% 93% 92% 91% at Chase Oaks. . . . . . . 250 93% 96% 94% 94% 93% 95% at Gleneagles. . . . . . . 590 94% 95% 96% 95% 95% 92% on the Green . . . . . . . 424 94% 91% 91% 92% 97% 95% at Nantucket . . . . . . . 312 94% 92% 96% 95% 97% 94% of North Dallas. . . . . . 1,032 93% 95% 96% 93% 90% 90% on Rosemeade . . . . . . . 236 93% 94% 90% 95% 95% 96% at Valley Ranch. . . . . . 460 93% 95% 94% 97% 95% 97% at Stonebridge Ranch . . . 250 82% N/A N/A N/A N/A N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 4,320 93% 94% 93% 94% 93% 92% ------ ----- ----- ----- ----- ----- ----- ----- ----- Austin, TX AMLI: at the Arboretum . . . . . N/A N/A N/A N/A 98% 94% 95% in Great Hills . . . . . . 344 90% 91% 91% 95% 97% 97% at Lantana Ridge . . . . . 354 89% 90% 96% 97% 93% 94% at Martha's Vineyard . . . N/A N/A N/A N/A 94% 97% 98% at StoneHollow . . . . . . 606 94% 89% 88% 97% 97% 98% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,304 92% 90% 91% 96% 96% 97% ------ ----- ----- ----- ----- ----- ----- ----- ----- Houston, TX AMLI: at Western Ridge . . . . . . 318 95% 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 95% 97% 88% 93% 96% 97% at Killian Creek. . . . . . 256 93% 97% 97% 95% 96% 97% at Park Creek . . . . . . . 200 91% 93% 93% 95% 91% 95% at Peachtree City . . . . . N/A N/A N/A N/A N/A N/A 94% on Spring Creek . . . . . . 1,180 94% 92% 94% 90% 92% 90% at Vinings. . . . . . . . . 360 93% 95% 94% 96% 95% 89% at West Paces . . . . . . . 337 93% 93% 90% 90% 95% 92% at Towne Creek. . . . . . . 150 90% 89% 91% 93% 93% 93% ------ ----- ----- ----- ----- ----- ----- ----- ----- 2,771 93% 93% 93% 92% 93% 92% ------ ----- ----- ----- ----- ----- ----- ----- ----- Kansas City, KS AMLI: at Alvamar . . . . . . . . 152 93% 86% 93% 92% 92% 86% at Centennial Park . . . . 170 88% 86% 91% 81% 89% 84% at Lexington Farms . . . . 404 93% 91% 81% 87% 90% 91% at Regents Center. . . . . 424 93% 89% 82% 87% 89% 92% at Town Center . . . . . . 156 90% 87% 88% 87% 87% 83% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,306 92% 89% 85% 87% 89% 89% ------ ----- ----- ----- ----- ----- ----- ----- ----- Indianapolis, IN AMLI: at Conner Farms. . . . . . 300 93% 89% 89% 93% 94% 94% at Eagle Creek . . . . . . 240 93% 93% 93% 93% 93% 94% at Riverbend . . . . . . . 996 90% 83% 84% 89% 84% 79% ------ ----- ----- ----- ----- ----- ----- ----- ----- 1,536 91% 86% 87% 90% 87% 84% ------ ----- ----- ----- ----- ----- ----- ----- ----- Chicago, IL AMLI: at Poplar Creek. . . . . . 196 94% 96% 99% 96% 93% 99% ------ ----- ----- ----- ----- ----- ----- ----- ----- DENVER, CO AMLI: at Gateway Park. . . . . . 328 93% 85% N/A N/A N/A N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 12,079 92.4% 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 92% 94% 97% 96% 95% 96% at Northwinds. . . . . . . 35% 800 95% 93% 95% 94% 96% 96% at Pleasant Hill . . . . . N/A N/A N/A N/A N/A N/A 97% 97% at River Park. . . . . . . 40% 222 91% 96% 93% 98% 98% 93% at Willeo Creek. . . . . . 30% 242 91% 98% 94% 96% 92% 95% at Windward Park . . . . . 45% 328 91% 88% 90% 93% 93% 93% at Peachtree City. . . . . 20% 312 94% 89% 93% 96% 92% N/A lease lease at Lost Mountain . . . . . 75% 164 95% 95% 95% up up N/A lease lease lease at Park Bridge . . . . . . 25% 352 96% 95% up up up N/A ------ ----- ----- ----- ----- ----- ----- ----- ----- 2,866 94% 93% 94% 95% 95% 95% ------ ----- ----- ----- ----- ----- ----- ----- ----- Chicago, IL AMLI: at Chevy Chase . . . . . . 33% 592 95% 95% 96% 97% 95% 97% at Danada Farms. . . . . . 10% 600 94% 96% 97% 95% 95% 93% at Fox Valley. . . . . . . 25% 272 93% 94% 90% 95% 97% 92% at Willowbrook . . . . . . 40% 488 93% 93% 95% 95% 96% 90% at Windbrooke. . . . . . . 15% 236 97% 96% 97% 98% 95% 98% lease at Oakhurst North. . . . . 25% 464 90% 93% 92% 91% 94% up lease lease lease at St. Charles . . . . . . 25% 400 91% 89% 91% up up up at Osprey Lake . . . . . . 69% 483 92% 87% N/A N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 3,535 93% 93% 94% 95% 95% 94% ------- ----- ----- ----- ----- ----- ----- ----- ----- Indianapolis, IN AMLI: on Spring Mill . . . . . . 20% lease residual 400 78% 80% 79% 85% 91% up lease lease at Lake Clearwater . . . . 25% 216 94% 94% 96% 96% up up lease lease lease lease at Castle Creek. . . . . . 40% 276 91% 95% up up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 892 86% 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 92% 90% 83% 86% 87% 86% lease lease lease Creekside. . . . . . . . . 25% 224 88% 91% 93% up up up lease lease lease at Wynnewood Farms . . . . 25% 232 92% 91% 88% up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 932 91% 91% 87% 86% 87% 86% ------- ----- ----- ----- ----- ----- ----- ----- ----- Dallas, TX AMLI: at Deerfield . . . . . . . 25% 240 95% 86% 90% 92% 82% 93% at Fossil Creek. . . . . . 25% 384 95% 94% 90% 92% 97% 94% at Oak Bend. . . . . . . . 40% 426 94% 93% 92% 94% 92% 90% on the Parkway . . . . . . 25% 240 92% 91% 89% 92% 94% 95% at Prestonwood Hills . . . 45% 272 97% 96% 94% 95% 92% 93% on Timberglen. . . . . . . 40% 260 94% 94% 95% 96% 96% 94% at Verandah. . . . . . . . 35% 538 94% 90% 90% 93% 95% 95% on Frankford . . . . . . . 45% 582 93% 94% 95% 94% 90% N/A at Breckinridge Point. . . 45% 440 93% 93% 88% 91% N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 3,382 94% 93% 92% 93% 92% 93% ------- ----- ----- ----- ----- ----- ----- ----- ----- Austin, TX AMLI: at Wells Branch. . . . . . 25% 576 87% 81% 86% 94% 93% 94% at Scofield Ridge. . . . . 45% 487 87% 80% 89% 93% N/A N/A lease lease lease at Monterey Oaks . . . . . 25% 430 88% 94% 93% up up up ------- ----- ----- ----- ----- ----- ----- ----- ----- 1,493 87% 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 89% 95% 91% 94% 93% 94% at Champions Park. . . . . 15% 246 94% 90% 88% 87% 93% 96% at Greenwood Forest. . . . 15% 316 93% 87% 88% 92% 96% 94% Midtown. . . . . . . . . . 45% 419 96% 96% 96% 97% 96% 94% Towne Square . . . . . . . 45% 380 90% 95% 92% N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- 1,553 93% 93% 91% 93% 95% 94% ------- ----- ----- ----- ----- ----- ----- ----- ----- Denver, CO AMLI: at Lowry Estates . . . . . 50% 414 88% 87% 89% N/A N/A N/A ------- ----- ----- ----- ----- ----- ----- ----- ----- Total co-investment communities . . . . . . . . 15,067 92.0% 91.7% 88.9% 93.5% 93.8% 93.9% ------- ----- ----- ----- ----- ----- ----- ----- ----- Total . . . . . . . . . . . . 27,146 92.2% 91.5% 90.0% 93.0% 93.1% 92.6% ======= ===== ===== ===== ===== ===== ===== ===== =====
PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of AMLI Residential Properties Trust was held on April 30, 2001 for the purpose of electing three members of the Board of Trustees and ratifying the appointment of independent auditors. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management's solicitations. All of the management's nominees for trustees as listed in the proxy statement were elected with the following vote: Shares Shares Voted Shares Not "For" "Withheld" Voted ---------- ---------- ------ John E. Allen 14,930,926 213,813 -- Philip N. Tague 14,930,026 214,713 -- Quintin E. Primo, III 15,086,462 58,277 -- The ratification of the appointment of KPMG LLP as independent auditor was approved by the following vote: Shares Shares Shares Voted Voted Shares Not "For" "Against" "Withheld" Voted ---------- --------- ---------- ------ 15,092,599 27,567 24,573 -- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the quarter ended June 30, 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: August 10, 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: August 10, 2001 By: /s/ GREGORY T. MUTZ ----------------------------------- Gregory T. Mutz Chairman of the Board of Trustees Date: August 10, 2001 By: /s/ ALLAN J. SWEET ----------------------------------- Allan J. Sweet President and Trustee Date: August 10, 2001 By: /s/ ROBERT J. CHAPMAN ----------------------------------- Robert J. Chapman Principal Financial Officer Date: August 10, 2001 By: /s/ CHARLES C. KRAFT ----------------------------------- Charles C. Kraft Principal Accounting Officer EX-99 3 aml_99.txt EXHIBIT 99 - ---------- AMLI RESIDENTIAL PROPERTIES TRUST SUPPLEMENTAL INFORMATION TO QUARTERLY FINANCIAL STATEMENTS June 30, 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 June 30, 2001 and 2000 8. Same Community Comparison - Wholly-Owned and Co-Investments - three months ended June 30, 2001 and 2000 9. Property Information 10. Property EBITDA - three months ended June 30, 2001 11. Development Activities AMLI RESIDENTIAL PROPERTIES TRUST FUNDS FROM OPERATIONS Unaudited - Dollars in thousands except per share data
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 2001 2000 2001 2000 -------- -------- -------- -------- REVENUES - -------- Property revenues: Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,064 26,775 53,829 53,049 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,760 1,658 3,330 3,195 -------- -------- -------- -------- Total Property Revenues . . . . . . . . . . . . . . . . . 28,824 28,433 57,159 56,244 -------- -------- -------- -------- Property operating expenses . . . . . . . . . . . . . . . . . . . (10,801) (10,283) (20,909) (20,126) Property management fees. . . . . . . . . . . . . . . . . . . . . (721) (711) (1,429) (1,406) -------- -------- -------- -------- Property expenses . . . . . . . . . . . . . . . . . . . . (11,522) (10,994) (22,338) (21,532) Operating expense ratio . . . . . . . . . . . . . . . . . . . . . 40.0% 38.7% 39.1% 38.3% -------- -------- -------- -------- Net operating income. . . . . . . . . . . . . . . . . . . 17,302 17,439 34,821 34,712 -------- -------- -------- -------- OTHER INCOME - ------------ Share of Service Cos. FFO (1) . . . . . . . . . . . . . . . . . 97 1,897 (382) 1,622 Interest from Service Companies (2) . . . . . . . . . . . . . . 297 1,201 477 2,411 Other interest. . . . . . . . . . . . . . . . . . . . . . . . . 326 254 803 609 Share of partnerships FFO (3) . . . . . . . . . . . . . . . . . 5,347 3,212 10,305 6,085 Fee income - acquisitions, dispositions and financing . . . . . 10 365 249 475 Fee income - developments . . . . . . . . . . . . . . . . . . . 314 570 589 955 Fee income - asset management . . . . . . . . . . . . . . . . . 141 148 284 296 Promoted interest . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 0 140 0 -------- -------- -------- -------- Total other income. . . . . . . . . . . . . . . . . . . . 6,672 7,647 12,465 12,453 General and administrative (4). . . . . . . . . . . . . . . . . . (1,151) (930) (2,669) (1,858) -------- -------- -------- -------- EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,823 24,156 44,617 45,307 -------- -------- -------- -------- Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . (6,352) (6,248) (12,779) (11,890) Amortization of deferred costs. . . . . . . . . . . . . . . . . . (309) (121) (445) (239) -------- -------- -------- -------- FUNDS FROM OPERATIONS (FFO) . . . . . . . . . . . . . . . . . . . $ 16,162 17,787 31,393 33,178 ======== ======== ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST FUNDS FROM OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Capital expenditures paid from FFO (5). . . . . . . . . . . . . . $ (2,438) (1,190) (3,437) (1,983) Other - share of Co-investments Cap exp . . . . . . . . . . . . . (250) (155) (461) (248) -------- -------- -------- -------- Funds available for distribution (FAD). . . . . . . . . . . . . . $ 13,474 16,442 27,495 30,947 ======== ======== ======== ======== FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.65 0.72 1.26 1.35 FAD per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 0.67 1.10 1.26 Dividend per share. . . . . . . . . . . . . . . . . . . . . . . . $ 0.47 0.47 0.94 0.93 Dividend as a % of FFO. . . . . . . . . . . . . . . . . . . . . . 72.8% 65.2% 74.8% 69.0% Dividend as a % of FAD. . . . . . . . . . . . . . . . . . . . . . 87.3% 70.6% 85.4% 74.0% ======== ======== ======== ======== NOTES: (1) Reflects share of income before goodwill amortization of $207 in each of the six months ended June 30, 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 $5,640 and $3,568 for the six months ended June 30, 2001 and 2000, respectively. (4) Includes write-offs and provision for loss on investments totaling $397 for the six months ended June 30, 2001. (5) Rehab costs of approximately $808 and $3,869 for the six months ended June 30, 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 SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 2001 2000 2001 2000 -------- -------- -------- -------- REVENUES - -------- Property revenues: Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,064 26,775 53,829 53,049 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,760 1,658 3,330 3,195 Interest and share of income (loss) from Service Cos. . . . . . . 291 2,995 (112) 3,826 Other interest. . . . . . . . . . . . . . . . . . . . . . . . . . 326 254 803 609 Share of income from co-investment partnerships . . . . . . . . . 2,403 1,332 4,665 2,517 Fees from co-investment partnerships & other. . . . . . . . . . . 605 1,083 1,262 1,726 -------- -------- -------- -------- Total revenues. . . . . . . . . . . . . . . . . . . . . . 32,449 34,097 63,777 64,922 -------- -------- -------- -------- EXPENSES - -------- Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,858 2,806 5,695 5,549 Advertising and promotion . . . . . . . . . . . . . . . . . . . . 798 571 1,330 1,092 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757 726 1,645 1,499 Building repairs and maintenance. . . . . . . . . . . . . . . . . 1,758 1,449 2,936 2,830 Landscaping and grounds maintenance . . . . . . . . . . . . . . . 652 662 1,152 1,216 Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . 3,415 3,485 6,955 6,827 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289 228 596 458 Other operating expenses. . . . . . . . . . . . . . . . . . . . . 274 356 600 655 Property management fees. . . . . . . . . . . . . . . . . . . . . 721 711 1,429 1,406 Interest, net of capitalized. . . . . . . . . . . . . . . . . . . 6,352 6,248 12,779 11,890 Amortization of deferred costs. . . . . . . . . . . . . . . . . . 309 121 445 239 Depreciation of real property . . . . . . . . . . . . . . . . . . 3,539 3,541 7,136 7,052 Depreciation of personal property . . . . . . . . . . . . . . . . 2,015 1,485 3,504 2,940 General and administrative. . . . . . . . . . . . . . . . . . . . 1,151 930 2,669 1,858 -------- -------- -------- -------- Total expenses. . . . . . . . . . . . . . . . . . . . . . 24,888 23,319 48,871 45,511 -------- -------- -------- -------- AMLI RESIDENTIAL PROPERTIES TRUST STATEMENTS OF OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Non-recurring item - gains on sale of properties. . . . . . . . . 9,249 8,151 9,249 30,467 -------- -------- -------- -------- Income before taxes, minority interest and extraordinary item . . 16,810 18,929 24,155 49,878 -------- -------- -------- -------- Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 -------- -------- -------- -------- Income bef. minority interest & extraordinary items . . . . . . . 16,810 18,929 24,155 49,878 Minority interest . . . . . . . . . . . . . . . . . . . . . . . . 2,585 2,835 3,525 7,856 -------- -------- -------- -------- Income before extraordinary items . . . . . . . . . . . . . . . . 14,225 16,094 20,630 42,022 Extraordinary items, net of minority interest . . . . . . . . . . 0 0 0 0 -------- -------- -------- -------- Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,225 16,094 20,630 42,022 Net income allocable to preferred shares. . . . . . . . . . . . . 1,633 1,829 3,266 3,658 -------- -------- -------- -------- Net income allocable to common shares . . . . . . . . . . . . . . $ 12,592 14,265 17,364 38,364 ======== ======== ======== ======== INCOME PER COMMON SHARE: - ----------------------- Before extraordinary items. . . . . . . . . . . . . . . . . . . . $ 0.71 0.83 0.98 2.25 Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . $ 0.00 0.00 0.00 0.00 Income per common share . . . . . . . . . . . . . . . . . . . . . $ 0.71 0.83 0.98 2.25 Income per common share - diluted . . . . . . . . . . . . . . . . $ 0.67 0.76 0.96 1.99 ======== ======== ======== ======== FUNDS FROM OPERATIONS - --------------------- Income before taxes, minority interest and extraordinary item . . $ 16,810 18,929 24,155 49,878 -------- -------- -------- -------- Depreciation of real property . . . . . . . . . . . . . . . . . . 3,539 3,541 7,136 7,052 Depreciation of personal property . . . . . . . . . . . . . . . . 2,015 1,485 3,504 2,940 Non-recurring item - gains on sale of properties. . . . . . . . . (9,249) (8,151) (9,249) (30,467) Share of Co-investments depreciation. . . . . . . . . . . . . . . 2,944 1,880 5,640 3,568 Share of Service Company amortization of goodwill . . . . . . . . 103 103 207 207 -------- -------- -------- -------- Funds from operations (FFO) . . . . . . . . . . . . . . . . . . . $ 16,162 17,787 31,393 33,178 FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.65 0.72 1.26 1.35 ======== ======== ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST STATEMENTS OF OPERATIONS - CONTINUED Unaudited - Dollars in thousands except per share data THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ------------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Capital expenditures paid from FFO. . . . . . . . . . . . . . . . $ (2,438) (1,190) (3,437) (1,983) Other - Share Co-investments Cap exp. . . . . . . . . . . . . . . (250) (155) (461) (248) -------- -------- -------- -------- Funds available for distribution (FAD). . . . . . . . . . . . . . $ 13,474 16,442 27,495 30,947 FAD per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 0.67 1.10 1.26 -------- -------- -------- -------- Dividends per share . . . . . . . . . . . . . . . . . . . . . . . $ 0.47 0.47 0.94 0.93 ======== ======== ======== ======== Dividends as a % of FFO . . . . . . . . . . . . . . . . . . . . . 72.8% 65.2% 74.8% 69.0% Dividends as a % of FAD . . . . . . . . . . . . . . . . . . . . . 87.3% 70.6% 85.4% 74.0% ======== ======== ======== ========
AMLI RESIDENTIAL PROPERTIES TRUST CONDENSED BALANCE SHEETS Unaudited - Dollars in thousands except per share data JUN. 31, DEC. 31, 2001 2000 -------- -------- ASSETS - ------ Rental apartments Land. . . . . . . . . . . . . . . . . . . $ 92,998 91,242 Depreciable property. . . . . . . . . . . 603,348 604,081 -------- -------- 696,346 695,323 Less accumulated depreciation . . . . . . (96,700) (94,590) -------- -------- 599,646 600,733 Rental apartments held for sale, net of accumulated depreciation . . . . . 16,197 -- Land. . . . . . . . . . . . . . . . . . . . 58,657 53,022 Investments in partnerships . . . . . . . . 183,027 166,569 Cash and cash equivalents . . . . . . . . . 5,830 5,106 Deferred costs, net . . . . . . . . . . . . 4,230 3,425 Notes receivable and advances to Service Companies . . . . . . . . . . . . 17,524 4,857 Other assets. . . . . . . . . . . . . . . . 29,937 32,279 -------- -------- Total assets. . . . . . . . . . . . $915,048 865,991 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Debt. . . . . . . . . . . . . . . . . . . . $429,489 385,981 Accrued interest payable. . . . . . . . . . 1,232 1,783 Accrued real estate taxes . . . . . . . . . 7,943 10,806 Construction costs payable. . . . . . . . . 1,802 1,501 Security deposits and prepaid rents . . . . 2,873 2,507 Other liabilities . . . . . . . . . . . . . 6,217 3,937 -------- -------- Total liabilities . . . . . . . . . 449,556 406,515 -------- -------- Minority interest . . . . . . . . . . . . . 66,272 59,537 -------- -------- Shareholders' equity Preferred shares, $.01 par value. . . . . 35 35 Shares of beneficial interest, $.01 par value. . . . . . . . . . . . . 178 178 Additional paid-in capital. . . . . . . . 428,812 427,939 Employees and trustees notes. . . . . . . (12,157) (12,231) Other comprehensive loss. . . . . . . . . (2,286) -- Dividends paid in excess of earnings. . . (15,362) (15,982) -------- -------- Total shareholders' equity. . . . . 399,220 399,939 -------- -------- Total liabilities and shareholders' equity. . . . . . . $915,048 865,991 ======== ======== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION June 30, 2001 (dollars in thousands except for share data)
Quarter ending -------------------------------------------------------------------------------- Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- ---------- Debt $ 429,489 412,242 385,981 398,956 393,168 398,867 Including share of debt of uncon- solidated affiliates $ 639,076 635,166 583,635 542,778 520,597 510,230 Total Shares and Units Outstanding (1) 24,891,232 24,873,832 24,558,242 24,552,642 24,544,475 24,544,475 Value per Common Share - end of quarter 24.60 22.30 24.6875 24.00 23.5625 20.50 Total Equity (Market Value) - end of quarter $ 612,324 554,686 606,282 589,263 578,329 503,162 Market capitalization $1,041,813 966,928 992,263 988,219 971,497 902,029 Including share of debt of uncon- solidated affiliates $1,251,400 1,189,852 1,189,917 1,132,041 1,098,926 1,013,392 Including Co-investment at completed cost $2,127,784 2,066,236 2,065,511 1,905,589 1,826,661 1,678,237 ========== ========== ========== ========== ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION - CONTINUED June 30, 2001 (dollars in thousands except for share data) Quarter ending -------------------------------------------------------------------------------- Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- ---------- Total Revenues (2) $ 32,449 31,328 32,689 34,135 34,097 30,825 EBITDA (3) $ 22,823 21,794 23,423 24,258 24,156 21,151 FFO $ 16,162 15,231 16,877 17,804 17,787 15,391 FAD $ 13,474 14,021 15,626 15,847 16,442 14,505 Dividends Paid $ 11,699 11,740 11,541 11,537 11,290 11,290 Debt service (net of capitalized interest) $ 7,105 7,166 7,177 7,065 6,947 6,316 Interest Expense $ 6,352 6,427 6,452 6,353 6,248 5,642 G & A Expense $ 1,151 1,518 1,056 842 930 928 Total Shares and Units Outstanding - Wtd. Avg. 24,876,109 24,813,456 24,555,937 24,546,254 24,544,475 24,541,971 ========== ========== ========== ========== ========== ========== Interest Coverage Ratio 3.59 3.39 3.63 3.82 3.87 3.75 Debt as % of Total Market Capitalization 41.23% 42.63% 38.90% 40.37% 40.47% 44.22% Including share of debt of unconsolidated affiliates 51.07% 53.38% 49.05% 47.95% 47.37% 50.35% EBITDA as % of Total Market Capitalization 8.76% 9.02% 9.44% 9.82% 9.95% 9.38% FFO as % of Total Market Equity 10.56% 10.98% 11.13% 12.09% 12.30% 12.24% G&A as % of Total Market Capitalization 0.44% 0.63% 0.43% 0.34% 0.38% 0.41% G&A as % of Total Revenues 3.55% 4.85% 3.23% 2.47% 2.73% 3.01% Dividends as % of FFO (4) 72.8% 76.9% 68.8% 65.5% 65.2% 73.5% Dividends as % of FAD (4) 87.3% 83.5% 74.3% 73.5% 70.6% 78.0% ========== ========== ========== ========== ========== ========== AMLI RESIDENTIAL PROPERTIES TRUST SELECTED QUARTERLY FINANCIAL INFORMATION - CONTINUED June 30, 2001 (dollars in thousands except for share data) Quarter ending -------------------------------------------------------------------------------- Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 2001 2001 2000 2000 2000 2000 ---------- ---------- ---------- ---------- ---------- ---------- Apartment Units - In Operation Wholly Owned 12,079 12,519 12,191 12,264 12,264 12,576 Co-investments 15,067 15,067 13,956 11,604 10,963 9,205 ---------- ---------- ---------- ---------- ---------- ---------- 27,146 27,586 26,147 23,868 23,227 21,781 ---------- ---------- ---------- ---------- ---------- ---------- Apartment Units - Under Development or in lease up Wholly Owned 0 0 0 500 500 200 Co-investments 2,217 2,217 2,845 3,642 3,234 4,098 ---------- ---------- ---------- ---------- ---------- ---------- 2,217 2,217 2,845 4,142 3,734 4,298 ---------- ---------- ---------- ---------- ---------- ---------- Total Units 29,363 29,803 28,992 28,010 26,961 26,079 ========== ========== ========== ========== ========== ========== (1) At June 30, 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 June 30, 2001 (Dollars in thousands)
Weighted Avg. Percent of Interest Years to Type of Indebtedness Balance Total Interest Rate Maturity - -------------------- -------- ----------- ---------- --------- ---------- Conventional Fixed Rate $304,239 70.8% Fixed 7.14% 7.7 Tax-exempt Variable Rate (1) 50,250 11.7% Variable 4.55% 1.3 Credit Facilities (2) 75,000 17.5% Variable 7.27% 2.4 -------- ------ ------ --- Total $429,489 100.0% 6.86% 6.0 ======== ====== ====== === 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 $499,826 80.0% Fixed 7.28% 7.5 Tax-exempt Variable Rate (1) 50,250 8.0% Variable(4) 4.55% 1.3 Credit Facilities (2) 75,000 12.0% Variable(4) 7.27% 2.4 -------- ------ ------ --- Total $625,076 100.0% 7.06% 6.4 ======== ====== ====== === (1) Maturity Date shown is expiration date of Credit Enhancement. Bonds mature in 2024. (2) $75,000 has been swapped to a fixed rate ($20,000 maturing in November 2002, $30,000 maturing in February 2003, and $25,000 maturing in September 2004.) Effective interest rate includes swap costs. Outstanding balance excludes $14,000 borrowed by unconsolidated service company subsidiaries which reduces availability under the line of credit. The Company reduced its unsecured Line of Credit commitment by $50,000 to $200,000 in June 2001 when it closed on its $140,000 mortgage financing for seven of its stabilized properties. (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 JUNE 30, 2001 Unaudited - Dollars in thousands
There- % to 2001 2002 2003 2004 2005 after Total Total -------- -------- -------- -------- -------- -------- -------- ------- Fixed Rate Mortgages $ 2,102 4,727 61,671 10,568 34,651 190,520 304,239 70.8% Tax Exempt Bonds* 50,250 50,250 11.7% Wachovia/First Chicago Line of Credit** 75,000 75,000 17.5% -------- -------- -------- -------- -------- -------- -------- ------- Total Loans $ 2,102 54,977 136,671 10,568 34,651 190,520 429,489 100.0% ======== ======== ======== ======== ======== ======== ======== ======= Percent to Total 0.5% 12.8% 31.8% 2.5% 8.1% 44.3% 100.0% 68.7% ======== ======== ======== ======== ======== ======== ======== ======= SHARE OF CO-INVESTMENT DEBT - --------------------------- Total Share of Co-Investments Loans $ 1,134 9,085 26,003 9,845 2,045 147,475 195,587 100.0% ======== ======== ======== ======== ======== ======== ======== ======= Percent to Total 0.6% 4.6% 13.3% 5.0% 1.1% 75.4% 100.0% 31.3% ======== ======== ======== ======== ======== ======== ======== ======= Total including Share of Co-investments Debt $ 3,236 64,062 162,674 20,413 36,696 337,995 625,076 100.0% ======== ======== ======== ======== ======== ======== ======== ======== Percent to Total 0.5% 10.2% 26.0% 3.3% 5.9% 54.1% 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. The Company reduced its Line of Credit commitment by $50,000 to $200,000 when it closed on its $140,000 mortgage financing for seven of its stabilized properties. At June 30, 2001, the Company's unconsolidated service company subsidiaries had borrowed $14,000 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 $200,000 unsecured debt.
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) THREE MONTHS ENDED JUNE 30, 2001 VERSUS THREE MONTHS ENDED JUNE 30, 2000 (Includes new properties at 4/1/00 - Towne Creek in Atlanta & Stonehollow in Austin)
4/1/01-6/30/01 4/1/00-6/30/00 No. of --------------------------------- % -------------------------------- Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- -------- ---------- ------ ---------- -------- --------- WEIGHTED AVG. OCCUPANCY - ------------- Dallas 3,870 93.6% 0.3% 93.3% Atlanta 2,771 93.3% 7.3% 86.9% Austin 1,304 90.3% -6.1% 96.2% Indianapolis 1,536 88.0% 2.6% 85.7% Kansas 1,306 90.6% 1.2% 89.5% Chicago 196 94.7% -3.3% 98.0% ------ ----- ----- ----- Weighted Average 92.0% 1.5% 90.6% ===== ===== ===== Total 10,983 ====== WEIGHTED AVG. RENTAL RATE - ------------- Dallas $ 743 2.9% $ 723 Atlanta $ 835 9.5% $ 762 Austin $ 856 4.3% $ 821 Indianapolis $ 702 4.1% $ 674 Kansas $ 813 -1.3% $ 823 Chicago $1,081 5.5% $1,025 ------ ---- ------ Weighted Average $ 788 4.4% $ 755 ====== ==== ====== TOTAL PROPERTY REVENUES Per Month Per Month - --------------- ---------- ---------- Dallas $ 8,552,925 $ 737 $ 0.85 3.5% $ 8,261,810 $ 712 $ 0.82 Atlanta $ 6,886,299 $ 828 $ 0.88 6.6% $ 6,459,854 $ 777 $ 0.82 Austin $ 3,223,461 $ 824 $ 0.98 -1.1% $ 3,259,467 $ 833 $ 0.99 Indianapolis $ 3,111,251 $ 675 $ 0.75 7.1% $ 2,905,147 $ 630 $ 0.70 Kansas $ 3,119,684 $ 796 $ 0.80 -0.1% $ 3,123,164 $ 797 $ 0.80 Chicago $ 634,821 $1,080 $ 1.19 4.0% $ 610,645 $1,039 $ 1.15 ----------- ------ ------ ----- ----------- ------ ------ Total $25,528,440 $ 775 $ 0.86 3.7% $24,620,087 $ 747 $ 0.83 =========== ====== ===== ===== =========== ====== ====== AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED 4/1/01-6/30/01 4/1/00-6/30/00 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED) - --------------------------- ------------ ------------ Dallas $ 3,480,418 $3,597 $4.13 1.1% $ 3,441,353 $3,557 $4.08 Atlanta $ 2,695,975 $3,892 $4.12 17.6% $ 2,292,702 $3,310 $3.50 Austin $ 1,505,367 $4,618 $5.50 21.6% $ 1,238,418 $3,799 $4.53 Indianapolis $ 1,211,766 $3,156 $3.51 4.1% $ 1,163,553 $3,030 $3.37 Kansas $ 1,057,207 $3,238 $3.26 0.1% $ 1,056,666 $3,236 $3.25 Chicago $ 289,459 $5,907 $6.52 4.8% $ 276,104 $5,635 $6.22 ------------ ------ ----- ----- ----------- ------ ----- Total $ 10,240,193 $3,729 $4.12 8.1% $ 9,468,796 $3,449 $3.81 ============ ====== ===== ===== =========== ====== ===== Operating Efficiency 40.1% 38.5% ============ ===========
PER MONTH PER MONTH --------- ---------- NOI 2001% 2000% - --- ----- ----- Dallas 59.3% 58.3% $ 5,072,506 $437 $0.50 5.2% $ 4,820,457 $415 $0.48 Atlanta 60.9% 64.5% $ 4,190,324 $504 $0.53 0.6% $ 4,167,152 $501 $0.53 Austin 53.3% 62.0% $ 1,718,094 $439 $0.52 -15.0% $ 2,021,048 $517 $0.62 Indianapolis 61.1% 59.9% $ 1,899,485 $412 $0.46 9.1% $ 1,741,594 $378 $0.42 Kansas 66.1% 66.2% $ 2,062,477 $526 $0.53 -0.2% $ 2,066,499 $527 $0.53 Chicago 54.4% 54.8% $ 345,362 $587 $0.65 3.2% $ 334,541 $569 $0.63 ----- ----- ------------ ---- ----- ----- ----------- ---- ----- Total 59.9% 61.5% $ 15,288,248 $464 $0.51 0.9% $15,151,291 $460 $0.51 ===== ===== ============ ==== ===== ===== =========== ==== ===== Operating Margin 59.9% 61.5% ============ =========== CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED) - -------------------- ------------ ------------- Dallas $ 679,163 $ 702 $0.81 12.5% $ 603,893 $ 624 $0.72 Atlanta $ 1,228,800 $1,774 $1.88 426.5% $ 233,371 $ 337 $0.36 Austin $ 111,167 $ 341 $0.41 6.2% $ 104,670 $ 321 $0.38 Indianapolis $ 218,218 $ 568 $0.63 209.7% $ 70,464 $ 184 $0.20 Kansas $ 81,102 $ 248 $0.25 69.8% $ 47,761 $ 146 $0.15 Chicago $ 26,548 $ 542 $0.60 -26.5% $ 36,115 $ 737 $0.81 ------------ ------ ----- ------ ---------- ------ ----- Total $ 2,344,997 $ 854 $0.94 113.9% $1,096,275 $ 399 $0.44 ============ ====== ===== ====== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED PROPERTIES) - CONTINUED
4/1/01-6/30/01 4/1/00-6/30/00 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED) - ----------------------- ------------ ------------ Dallas $ 459,775 $ 475 $0.55 1.2% $ 454,186 $ 469 $0.54 Atlanta $ 644,994 $ 931 $0.99 64.1% $ 393,012 $ 567 $0.60 Austin $ 201,955 $ 619 $0.74 100.2% $ 100,895 $ 309 $0.37 Indianapolis $ 175,528 $ 457 $0.51 -12.3% $ 200,212 $ 521 $0.58 Kansas $ 121,240 $ 371 $0.37 2.6% $ 118,148 $ 362 $0.36 Chicago $ 33,975 $ 693 $0.77 3.4% $ 32,847 $ 670 $0.74 ------------ ------ ----- ------ ---------- ------ ----- Total $ 1,637,468 $ 596 $0.66 26.0% $1,299,300 $ 473 $0.52 ============ ====== ===== ====== ========== ====== ===== REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED) - ----------------- ------------ ------------ Dallas $ 1,229,638 $1,271 $1.46 -4.3% $1,284,283 $1,327 $1.52 Atlanta $ 500,161 $ 722 $0.76 3.2% $ 484,814 $ 700 $0.74 Austin $ 539,821 $1,656 $1.97 5.1% $ 513,763 $1,576 $1.88 Indianapolis $ 304,734 $ 794 $0.88 15.2% $ 264,614 $ 689 $0.77 Kansas $ 256,160 $ 785 $0.79 -14.0% $ 297,719 $ 912 $0.92 Chicago $ 144,375 $2,946 $3.25 8.7% $ 132,875 $2,712 $2.99 ------------ ------ ----- ----- ---------- ------ ----- Total $ 2,974,889 $1,083 $1.20 -0.1% $2,978,068 $1,085 $1.20 ============ ====== ===== ===== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES) THREE MONTHS ENDED JUNE 30, 2001 VERSUS THREE MONTHS ENDED JUNE 30, 2000 (Includes new properties at 4/1/00 - Stonehollow, Towne Creek, Midtown)
4/1/2001-6/30/2001 4/1/2000-6/30/2000 No. of --------------------------------- % -------------------------------- Apts. Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- -------- ---------- ------ ---------- -------- --------- WEIGHTED AVG. OCCUPANCY - ------------- Dallas 6,230 93.2% -0.1% 93.3% Atlanta 4,809 93.6% 3.8% 90.2% Austin 1,880 88.0% -7.9% 95.5% Houston 1,173 91.7% -2.4% 94.0% Indianapolis 1,536 88.0% 2.6% 85.7% Kansas 1,674 90.5% 1.7% 89.0% Chicago 2,384 94.3% -1.2% 95.5% ------ ----- ----- ----- Weighted Average 92.2% 0.1% 92.1% ===== ===== ===== Total 19,686 ====== WEIGHTED AVG. RENTAL RATE - ------------- Dallas $ 756 2.6% $ 737 Atlanta $ 875 7.1% $ 817 Austin $ 868 4.2% $ 834 Houston $ 837 1.2% $ 827 Indianapolis $ 702 4.1% $ 674 Kansas $ 804 -1.1% $ 813 Chicago $1,067 5.7% $1,009 ------ ---- ------ Weighted Average $ 838 4.0% $ 806 ====== ==== ====== TOTAL PROPERTY REVENUES Per Month Per Month - --------------- ---------- ---------- Dallas $14,003,495 $ 749 $ 0.86 3.3% $13,556,431 $ 725 $ 0.83 Atlanta $12,582,236 $ 872 $ 0.88 5.0% $11,987,101 $ 831 $ 0.84 Austin $ 4,525,413 $ 802 $ 0.91 -4.5% $ 4,737,119 $ 840 $ 0.96 Houston $ 2,884,624 $ 820 $ 0.90 3.0% $ 2,800,853 $ 796 $ 0.88 Indianapolis $ 3,111,251 $ 675 $ 0.75 7.1% $ 2,905,147 $ 630 $ 0.70 Kansas $ 3,949,874 $ 787 $ 0.80 0.5% $ 3,931,946 $ 783 $ 0.80 Chicago $ 7,799,876 $1,091 $ 1.25 4.7% $ 7,451,985 $1,042 $ 1.19 ----------- ------ ------ ----- ----------- ------ ------ Total $48,856,769 $ 827 $ 0.90 3.1% $47,370,583 $ 802 $ 0.88 =========== ====== ====== ===== =========== ====== ====== AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES) - CONTINUED 4/1/2001-6/30/2001 4/1/2000-6/30/2000 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- PROPERTY OPERATING EXPENSES (ANNUALIZED) (ANNUALIZED) - --------------------------- ------------ ------------ Dallas $ 5,943,934 $3,816 $4.37 3.4% $ 5,751,107 $3,693 $4.23 Atlanta $ 4,551,250 $3,786 $3.81 12.7% $ 4,039,389 $3,360 $3.38 Austin $ 2,155,162 $4,585 $5.23 18.2% $ 1,823,656 $3,880 $4.42 Houston $ 1,287,930 $4,392 $4.83 7.3% $ 1,200,352 $4,093 $4.50 Indianapolis $ 1,211,766 $3,156 $3.51 4.1% $ 1,163,553 $3,030 $3.37 Kansas $ 1,352,608 $3,232 $3.29 -0.8% $ 1,363,112 $3,257 $3.31 Chicago $ 2,702,578 $4,535 $5.20 8.3% $ 2,494,874 $4,186 $4.80 ------------ ------ ----- ----- ----------- ------ ----- Total $ 19,205,228 $3,902 $4.26 7.7% $17,836,043 $3,624 $3.95 ============ ====== ===== ===== =========== ====== ===== Operating Efficiency 39.3% 37.7% ============ ==========
PER MONTH PER MONTH --------- ---------- NOI 2001% 2000% - --- ----- ----- Dallas 57.6% 57.6% $ 8,059,561 $431 $0.49 3.3% $ 7,805,324 $418 $0.48 Atlanta 63.8% 66.3% $ 8,030,986 $557 $0.56 1.0% $ 7,947,713 $551 $0.55 Austin 52.4% 61.5% $ 2,370,252 $420 $0.48 -18.6% $ 2,913,464 $517 $0.59 Houston 55.4% 57.1% $ 1,596,694 $454 $0.50 -0.2% $ 1,600,501 $455 $0.50 Indianapolis 61.1% 59.9% $ 1,899,485 $412 $0.46 9.1% $ 1,741,594 $378 $0.42 Kansas 65.8% 65.3% $ 2,597,267 $517 $0.53 1.1% $ 2,568,834 $512 $0.52 Chicago 65.4% 66.5% $ 5,097,297 $713 $0.82 2.8% $ 4,957,110 $693 $0.79 ----- ----- ------------ ---- ----- ----- ----------- ---- ----- Total 60.7% 62.3% $ 29,651,541 $502 $0.55 0.4% $29,534,540 $500 $0.55 ===== ===== ============ ==== ===== ===== =========== ==== ===== Operating Margin 60.7% 62.3% ============ ===========
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON" (WHOLLY-OWNED AND CO-INVESTMENT PROPERTIES) - CONTINUED
4/1/2001-6/30/2001 4/1/2000-6/30/2000 --------------------------------- % -------------------------------- Amount/% Per Unit Per Sq Ft Change Amount/% Per Unit Per Sq Ft -------- -------- ---------- ------ ---------- -------- --------- CAPITAL EXPENDITURES (ANNUALIZED) (ANNUALIZED) - -------------------- ------------ ------------ Dallas $ 858,778 $ 551 $0.63 12.0% $ 766,520 $ 492 $0.56 Atlanta $ 1,340,472 $1,115 $1.12 345.9% $ 300,607 $ 250 $0.25 Austin $ 120,988 $ 257 $0.29 15.6% $ 104,670 $ 223 $0.25 Houston $ 179,598 $ 612 $0.67 235.8% $ 53,480 $ 182 $0.20 Indianapolis $ 218,218 $ 568 $0.63 209.7% $ 70,464 $ 184 $0.20 Kansas $ 93,539 $ 224 $0.23 44.7% $ 64,633 $ 154 $0.16 Chicago $ 192,915 $ 324 $0.37 -5.4% $ 203,961 $ 342 $0.39 ------------ ------ ----- ------ ---------- ------ ----- Total $ 3,004,508 $ 610 $0.67 92.1% $1,564,336 $ 318 $0.35 ============ ====== ===== ====== ========== ====== ===== REPAIRS AND MAINTENANCE (ANNUALIZED) (ANNUALIZED) - ----------------------- ------------ ------------ Dallas $ 730,096 $ 469 $0.54 6.8% $ 683,636 $ 439 $0.50 Atlanta $ 863,313 $ 718 $0.72 40.6% $ 613,922 $ 511 $0.51 Austin $ 245,578 $ 523 $0.60 75.3% $ 140,129 $ 298 $0.34 Houston $ 105,446 $ 360 $0.40 16.2% $ 90,711 $ 309 $0.34 Indianapolis $ 175,528 $ 457 $0.51 -12.3% $ 200,212 $ 521 $0.58 Kansas $ 142,706 $ 341 $0.35 -3.5% $ 147,883 $ 353 $0.36 Chicago $ 375,216 $ 630 $0.72 -0.5% $ 377,145 $ 633 $0.73 ------------ ------ ----- ------ ---------- ------ ----- Total $ 2,637,883 $ 536 $0.58 17.1% $2,253,638 $ 458 $0.50 ============ ====== ===== ====== ========== ====== ===== REAL ESTATE TAXES (ANNUALIZED) (ANNUALIZED) - ----------------- ------------ ------------ Dallas $ 2,073,882 $1,332 $1.52 -2.7% $2,132,224 $1,369 $1.57 Atlanta $ 1,029,987 $ 857 $0.86 4.2% $ 988,645 $ 822 $0.83 Austin $ 827,321 $1,760 $2.01 6.6% $ 776,263 $1,652 $1.88 Houston $ 501,197 $1,709 $1.88 0.5% $ 498,903 $1,701 $1.87 Indianapolis $ 304,734 $ 794 $0.88 15.2% $ 264,614 $ 689 $0.77 Kansas $ 345,051 $ 824 $0.84 -9.6% $ 381,839 $ 912 $0.93 Chicago $ 1,021,983 $1,715 $1.96 25.6% $ 813,395 $1,365 $1.56 ------------ ------ ----- ------ ---------- ------ ----- Total $ 6,104,154 $1,240 $1.35 4.2% $5,855,883 $1,190 $1.30 ============ ====== ===== ====== ========== ====== =====
AMLI RESIDENTIAL PROPERTIES TRUST PROPERTY INFORMATION As of June 30, 2001
Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, 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 Bent Tree Dallas, TX 1996/2000 500 481,682 963 $ 854 $0.89 94.2% at Bishop's Gate West Plano, TX 1997 266 292,094 1,098 1,018 0.93 92.9% at Chase Oaks Plano, TX 1986 250 193,736 775 721 0.93 94.8% at Gleneagles Dallas, TX 87/97 590 520,357 882 735 0.83 94.2% on the Green Ft. Worth, TX 90/93 424 358,560 846 716 0.85 91.1% at Nantucket Dallas, TX 1986 312 222,208 712 600 0.84 91.8% of North Dallas Dallas, TX 85/86 1,032 906,808 879 715 0.81 93.7% on Rosemeade Dallas, TX 1987 236 205,334 870 680 0.78 93.8% at Stonebridge Ranch McKinney, TX 2001 250 214,348 857 680 0.79 93.8% at Valley Ranch Irving, TX 1985 460 389,940 848 753 0.89 93.6% ----- --------- --- ------ ----- ------ Subtotal-Dallas Ft. Worth, TX 4,320 3,785,067 876 $ 745 $0.85 93.4% ----- --------- --- ------ ----- ------ ATLANTA, GA - ----------- Amli: at Clairmont Atlanta, GA 1988 288 229,335 796 854 1.07 94.8% at Killian Creek Snellville, GA 1999 256 262,785 1,027 851 0.83 96.5% at Park Creek Gainesville, GA 1998 200 195,146 976 806 0.83 94.3% at Spring Creek Dunwoody, GA 85/86/87/89 1,180 1,080,568 916 808 0.88 92.9% at Vinings Atlanta, GA 1985 360 374,240 1,040 882 0.85 94.9% at West Paces Atlanta, GA 1992 337 353,700 1,050 946 0.90 92.3% at Towne Creek Gainesville, GA 1989 150 121,722 811 655 0.81 88.5% ------ --------- ----- ------ ----- ------ Subtotal- Atlanta, GA 2,771 2,617,496 945 835 0.88 93.5% ------ --------- ----- ------ ----- ------ Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, 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 344 257,984 750 780 1.04 90.3% at Lantana Ridge Austin, TX 1997 354 311,857 881 919 1.04 91.0% at Stonehollow Austin, TX 1997 606 524,660 866 863 1.00 90.1% ----- --------- --- ---- ----- ----- Subtotal- Austin, TX 1,304 1,094,501 839 856 1.02 90.4% ----- --------- --- ---- ----- ----- KANSAS CITY - ----------- Amli: at Alvamar Lawrence, KS 1989 152 125,800 828 714 0.86 91.0% at Centennial Overland Park, KS 1998 170 204,858 1,205 956 0.79 87.6% at Lexington Farms Overland Park, KS 1998 404 392,693 972 798 0.82 94.1% at Regents Center Overland Park, KS 91/95/97 424 398,674 940 764 0.81 93.3% at Town Center Overland Park, KS 1997 156 176,914 1,134 926 0.82 86.3% ----- --------- ----- ----- ----- ----- Subtotal - Kansas 1,306 1,298,939 995 813 0.82 91.7% ----- --------- ----- ----- ----- ----- INDIANAPOLIS, IN - ---------------- Amli: at Conner Farms Indianapolis, IN 1993 300 327,396 1,091 850 0.78 91.7% at Eagle Creek Indianapolis, IN 1998 240 233,432 973 809 0.83 94.5% at Riverbend Indianapolis, IN 83/85 996 820,712 824 632 0.77 87.0% ----- --------- ----- ---- ----- ----- Subtotal -Indianapolis, IN 1,536 1,381,540 899 702 0.78 89.1% ----- --------- ----- ---- ----- ----- Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, 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 95.4% ------ ---------- ----- ----- ----- ----- Subtotal -Chicago, IL 196 177,630 906 1,081 1.19 95.4% ------ ---------- ----- ----- ----- ----- HOUSTON, TX - ----------- AMLI: at Western Ridge Houston, TX 2000 318 289,612 911 849 0.93 89.3% ------ ---------- ----- ----- ----- ----- Subtotal -Houston, TX 318 289,612 911 849 0.93 89.3% ------ ---------- ----- ----- ----- ----- DENVER, CO - ---------- AMLI: at Gateway Denver, CO 2000 328 294,926 899 928 1.03 87.4% ------ ---------- ----- ----- ----- ----- Subtotal -Denver, CO 328 294,926 899 928 1.03 87.4% ------ ---------- ----- ----- ----- ----- TOTAL WHOLLY OWNED PROPERTIES 12,079 10,939,711 906 $ 793 $0.88 92.1% ====== ========== ===== ===== ===== ===== Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, 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 1,037 891 0.86 93.5% at River Park Norcross, GA 1997 222 226,632 1,021 984 0.96 95.4% at Willeo Creek Rosewell, GA 1989 242 297,302 1,229 912 0.74 95.8% at Northwinds Alpharetta, GA 1999 800 818,432 1,023 948 0.93 94.4% at Park Bridge Alpharetta, GA 2000 352 356,123 1,012 917 0.91 95.0% at Windward Park Alpharetta, GA 1999 328 354,900 1,082 913 0.84 91.0% Lost Mountain Dunwoody, GA 2000 164 157,142 958 801 0.84 94.6% at Peachtree City Dunwoody, GA 1998 312 305,756 980 975 1.00 93.9% ----- --------- ----- ---- ----- ------ Subtotal- Atlanta, GA 2,866 2,978,655 1,039 926 0.89 94.1% ----- --------- ----- ---- ----- ------ CHICAGO, IL - ----------- Amli: at Chevy Chase Buffalo Grove, IL 1988 592 480,820 812 1,093 1.35 95.0% at Danada Wheaton, IL 89/91 600 521,499 869 1,054 1.21 97.1% at Fox Valley Aurora, IL 1998 272 269,237 990 1,013 1.02 93.7% at Willowbrook Willowbrook, IL 1987 488 418,404 857 1,039 1.21 93.6% at Windbrooke Buffalo Grove, IL 1987 236 213,160 903 1,141 1.26 97.7% at St. Charles St. Charles, IL 2000 400 395,896 990 1,109 1.12 90.0% at Oakhurst North Aurora, IL 2000 464 470,094 1,013 998 0.99 91.7% at Osprey Lakes Waukegan, IL 1997/1999 483 453,150 938 1,007 1.07 91.2% ----- ---------- ----- ----- ----- ----- Subtotal- Chicago, IL 3,535 3,222,260 912 1,053 1.16 93.7% ----- ---------- ----- ----- ----- ----- Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, Number Rentable Average ------------- 2001 Year of Area Unit Size Per Per Average PROPERTIES Location Completed Units (Sq Ft) (Sq Ft) Unit Sq Ft Occupancy - ---------- -------- --------- ------ --------- --------- ---- ----- ----------- KANSAS CITY - ----------- AMLI: at Regents Crest Overland Park, KS 97/00 476 451,328 948 770 0.81 91.1% Creekside Overland Park, KS 2000 224 182,192 813 803 0.99 89.3% at Wynnewood Overland Park, KS 2000 232 236,058 1,017 921 0.90 91.3% ----- --------- ----- ---- ----- ----- Subtotal - Eastern Kansas 932 869,578 933 816 0.87 90.7% ----- --------- ----- ---- ----- ----- DALLAS/FT. WORTH - ---------------- AMLI: at Deerfield Ft. Worth, TX 1999 240 238,972 996 851 0.86 90.0% at Fossil Creek Ft. Worth, TX 1998 384 384,358 1,001 846 0.85 92.8% at Oakbend Lewisville, TX 1997 426 382,690 898 757 0.84 94.4% on the Parkway Dallas, TX 1999 240 225,248 939 858 0.91 89.2% at Prestonwood Hills Dallas, TX 1997 272 245,696 903 858 0.95 96.7% on Timberglen Dallas, TX 1985 260 201,198 774 639 0.83 93.6% at Verandah Arlington, TX 86/91 538 394,304 733 703 0.96 92.7% on Frankford Dallas, TX 1998 582 517,344 889 883 0.99 94.9% at Breckinridge Point Richardson, TX 1999 440 467,934 1,063 938 0.88 94.3% ----- ---------- ----- ---- ----- ----- Subtotal - Dallas/ Ft. Worth, TX 3,382 3,057,744 904 817 0.90 93.5% ----- ---------- ----- ---- ----- ----- AUSTIN, TX - ---------- AMLI: at Scofield Ridge Austin, TX 2000 487 433,077 889 914 1.03 91.2% at Monterey Oaks Austin, TX 2000 430 412,759 960 972 1.01 92.2% at Wells Branch Austin, TX 1999 576 554,582 963 896 0.93 79.9% ----- ---------- --- ---- ----- ----- Subtotal - Austin, TX 1,493 1,400,418 938 924 0.98 87.1% ----- ---------- --- ---- ----- ----- Qtr ended June 30, 2001 Approx- Average Qtr ended imate Rental Rates June 30, 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 192 164,480 857 704 0.82 91.1% at Champions Park Houston, TX 1991 246 221,986 902 699 0.77 91.4% at Greenwood Forest Houston, TX 1995 316 310,844 984 749 0.76 88.2% at Towne Square Houston, TX 1999 380 314,292 827 965 1.17 95.6% Midtown Houston, TX 1998 419 368,818 880 1,044 1.19 96.9% ------ ---------- --- ----- ----- ----- Subtotal- Houston, TX 1,553 1,380,420 889 868 0.98 93.2% ------ ---------- ---- ----- ----- ----- INDIANAPOLIS, IN - ---------------- AMLI: at Lake Clearwater Indianapolis, IN 2000 216 218,006 1,009 885 0.88 95.1% at Castle Creek Indianapolis, IN 2000 276 269,904 978 857 0.88 93.6% on Spring Mill Carmel, IN 1999 400 406,640 1,017 848 0.83 78.5% ----- --------- ----- ----- ----- ------ Subtotal- Indianapolis, IN 892 894,550 1,003 860 0.86 87.2% ----- --------- ----- ----- ----- ------ DENVER, CO - ---------- AMLI: at Lowry Estates Denver, CO 2000 414 392,208 947 1,113 1.17 87.1% ----- --------- ----- ----- ----- ----- Subtotal- Denver, CO 414 392,208 947 1,113 1.17 87.1% ----- --------- ----- ----- ----- ------ TOTAL CO-INVESTMENT PROPERTIES 15,067 14,195,833 942 $ 919 $0.98 92.3% ====== ========== ===== ===== ===== ===== TOTAL WHOLLY OWNED AND CO-INVESTMENT PROPERTIES 27,146 25,135,544 926 $ 863 $0.93 92.2% ====== ========== ===== ===== ===== =====
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 JUNE 30, JUNE 30, JUNE 30, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- PROPERTY REVENUES - ----------------- RENTAL INCOME - ------------- Same Store Communities (1) . . . $23,995 23,202 3.4% 21,878 21,412 2.2% 45,873 44,614 2.8% New Communities (2). . 482 208 132.2% 5,840 2,869 103.5% 6,322 3,077 105.5% Development and/ or Lease-up Communities (3) . . . 0 0 2,588 214 2,588 214 Acquisition Communities (4) . . . 1,604 0 8,232 990 9,836 990 Communities Sold/ Contributed to Ventures (5). . . . . 983 3,365 857 1,182 1,840 4,547 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . . $27,063 26,775 1.1% 39,395 26,668 47.7% 66,458 53,443 24.4% ======= ======= ======= ======= ======= ======= ======= ======= ======= OTHER REVENUES - -------------- Same Store Communities . . . . . $ 1,534 1,418 8.2% 1,450 1,338 8.4% 2,984 2,756 8.3% New Communities. . . . 21 11 82.3% 466 276 69.2% 487 287 69.7% Development and/ or Lease-up Communities . . . . . 0 0 219 45 219 45 Acquisition Communities . . . . . 127 0 556 89 684 89 Communities Sold/ Contributed to Ventures. . . . . . . 78 229 66 73 144 302 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . . $ 1,760 1,658 6.1% 2,758 1,821 51.4% 4,518 3,480 29.8% ======= ======= ======= ======= ======= ======= ======= ======= ======= 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 JUNE 30, JUNE 30, JUNE 30, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- TOTAL PROPERTY REVENUES - --------------- Same Store Communities . . . . . $25,528 24,620 3.7% 23,328 22,750 2.5% 48,857 47,371 3.1% New Communities. . . . 503 219 129.6% 6,306 3,145 100.5% 6,809 3,364 102.4% Development and/ or Lease-up Communities . . . . . 0 0 2,807 259 2,807 259 Acquisition Communities . . . . . 1,731 0 8,788 1,079 10,520 1,079 Communities Sold/Contri- buted to Ventures . . 1,060 3,594 923 1,255 1,984 4,849 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . . $28,823 28,433 1.4% 42,153 28,489 48.0% 70,976 56,922 24.7% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment total revenues . . . . . . . 13,522 8,464 ======= ======= TOTAL OPERATING EXPENSES - --------------- Same Store Communities . . . . . $ 10,240 9,469 8.1% 8,965 8,367 7.1% 19,205 17,836 7.7% New Communities. . . . 188 201 -6.3% 2,194 1,802 21.7% 2,382 2,003 18.9% Development and/ or Lease-up Communities . . . . . 0 0 1,130 247 1,130 247 Acquisition Communities . . . . . 617 0 3,500 421 4,117 421 Communities Sold/Contri- buted to Ventures . . 475 1,325 275 410 749 1,735 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . . $11,520 10,994 4.8% 16,064 11,248 42.8% 27,584 22,242 24.0% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment total operating expenses . . 4,852 3,273 48.3% ======= ======= ======= 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 JUNE 30, JUNE 30, JUNE 30, ---------------------------- -------------------------- -------------------------- % % % 2001 2000 Change 2001 2000 Change 2001 2000 Change ------- ------- ------ ------- ------- ------ ------- ------- ------- PROPERTY EBITDA - --------------- Same Store Communities . . . . . $15,288 15,151 0.9% 14,363 14,383 -0.1% 29,652 29,535 0.4% New Communities. . . . 315 19 1586.8% 4,112 1,343 206.3% 4,428 1,361 225.2% Development and/ or Lease-up Communities . . . . . 0 0 1,677 12 1,677 12 Acquisition Communities . . . . . 1,113 0 5,288 658 6,401 658 872.3% Communities Sold/ Contributed to Ventures. . . . . . . 586 2,269 649 845 1,234 3,114 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total . . . . . . . $17,302 17,439 -0.8% 26,089 17,241 51.3% 43,392 34,681 25.1% ======= ======= ======= ======= ======= ======= ======= ======= ======= Company's share of Co-investment EBITDA (incl. share of cash flow in excess of ownership %) . . . . . 9,152 5,395 69.6% 9,152 5,395 69.6% ======= ======= ======= ======= ======= ======= Percent of Co-investment EBITDA . . . . . . . . 35% 31% 21% 16% ======= ======= ======= ======= (1) Stabilized Communities at 4/1/00. (2) Development Communities stabilized after 4/1/00 but before 4/1/01. (3) Development Communities not yet stabilized. (4) Stabilized Communities acquired after 4/1/00. (5) Communities sold or contributed to co-investment ventures.
AMLI RESIDENTIAL PROPERTIES TRUST DEVELOPMENT ACTIVITIES Second 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 7/29/01 - ---------- -------- ---------- --------- --------- -------- ------- -------- --------- -------- Under Construc- tion and/or In Initial Lease Up - ---------------- ATLANTA, GEORGIA - ---------------- AMLI at Mill Creek 400 $ 27.1 25% 3Q/99 3Q/00 4Q/01 2Q/02 90% 57% at Milton Park 461 $ 35.0 25% 4Q/00 4Q/01 4Q/02 3Q/03 11% N/A at Peachtree City Phase II 216 $ 20.2 20% 3Q/00 3Q/01 1Q/02 3Q/02 30% N/A HOUSTON, TEXAS - -------------- AMLI at King's Harbour 300 $ 19.8 25% 2Q/00 1Q/01 4Q/01 2Q/02 89% 28% OVERLAND PARK, KANSAS - -------------- AMLI at Cambridge Square 408 $ 32.2 30% 3Q/00 3Q/01 2Q/02 1Q/03 31% N/A LEE'S SUMMIT, MISSOURI - ------------- AMLI at Summit Ridge 432 $ 29.3 25% 2Q/99 2Q/00 4Q/00 3Q/01 100% 89% INDIANAPOLIS, INDIANA - ------------- AMLI at Carmel City Center 322 $ 28.4 100% 2Q/01 2Q/02 2Q/03 3Q/03 2% N/A ----- ------ TOTAL 2,539 $192.0 ===== ======
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 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 at Lexington Farms Phase II 104 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. -----END PRIVACY-ENHANCED MESSAGE-----