UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q AMENDED
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1996
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) 984-5037
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 11,787,879 as of March 31, 1996.
INDEX
Part I: Financial Information
Item 1: Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 1996 and
December 31, 1995 3
Consolidated Statements of Operations for the three
months ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6 - 18
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 19 - 25
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 6. Exhibits and Reports on Form 8-K 26
Signatures 27
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
(Dollars in thousands, except per share data)
March 31, December 31
1996 1995
---- ----
<S> <C> <C>
ASSETS:
Rental apartments:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,643 58,643
Depreciable property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361,330 361,011
-------- -------
419,973 419,654
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . (41,826) (39,157)
--------- --------
378,147 380,497
Property under development . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,763 23,211
Investments in partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,758 12,255
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,080 2,279
Security deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,874 1,880
Deferred expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,922 5,415
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,419 7,690
--------- --------
Total Assets $456,963 433,227
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Debt (note 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,267 215,255
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,127 1,230
Accrued real estate taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . 3,577 6,471
Security deposits and prepaid rents. . . . . . . . . . . . . . . . . . . . . . . . 2,185 2,439
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,954 2,592
--------- --------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,110 227,987
--------- --------
Commitments and contingencies
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,249 39,077
--------- -------
SHAREHOLDERS' EQUITY:
Preferred shares of beneficial interest, $.01 par value,
1,400,000 authorized, 1,200,000 issued and
1,100,000 outstanding at March 31, 1996 . . . . . . . . . . . . . . . . . . . 11 -
Shares of beneficial interest, $.01 par value, 148,600,000
authorized, 11,787,879 and 11,681,659 common shares issued
and outstanding, respectively. . . . . . . . . . . . . . . . . . . . . . . . . 118 117
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242,927 218,752
Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,309) (20,705)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37,143) (32,001)
-------- -------
Total shareholders' equity 187,604 166,163
-------- -------
Total Liabilities and Shareholders' Equity $456,963 433,227
======== =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
3
<TABLE> AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 1996 and 1995
<CAPTION>
(Unaudited)
(Dollars in thousands, except per share data)
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C>
Revenues:
Property:
Rental. . . . . . . . . . . . . . . . . . . $17,431 17,129
Other . . . . . . . . . . . . . . . . . . . 711 654
Interest and share of income (loss) from
Service Companies . . . . . . . . . . . . . 58 154
Other interest . . . . . . . . . . . . . . . . 125 70
Other. . . . . . . . . . . . . . . . . . . . . 373 206
-------- -------
Total revenues . . . . . . . . . . . . . 18,698 18,213
-------- -------
Expenses:
Real estate taxes. . . . . . . . . . . . . . . 2,120 2,049
Personnel. . . . . . . . . . . . . . . . . . . 1,594 1,498
Building repairs and maintenance
and maintenance services. . . . . . . . . . 1,115 954
Landscaping and grounds maintenance. . . . . . 331 387
Utilities. . . . . . . . . . . . . . . . . . . 1,066 1,044
Advertising and promotion. . . . . . . . . . . 472 354
Property management fees . . . . . . . . . . . 454 445
Insurance. . . . . . . . . . . . . . . . . . . 234 230
Other operating expenses . . . . . . . . . . . 305 260
Interest . . . . . . . . . . . . . . . . . . . 2,818 3,355
Amortization of deferred costs . . . . . . . . 451 461
Depreciation . . . . . . . . . . . . . . . . . 2,669 2,728
General and administrative . . . . . . . . . . 596 508
Expenses associated with the AMLI brand name. - 125
---------- -------
Total expenses . . . . . . . . . . . . . 14,225 14,398
---------- -------
Income before minority interest. . . . . . . . . . 4,473 3,815
Minority interest. . . . . . . . . . . . . . . . . 807 761
---------- -------
Net income . . . . . . . . . . . . . . . 3,666 3,054
Less income attributable to Series A preferred
shares . . . . . . . . . . . . . . . . . . . . . 327 -
---------- ---------
Net income attributable to common shares . . . . . $ 3,339 3,054
========== =========
Net income per common share. . . . . . . . . . . . $ .29 .26
Dividends declared and paid per common share . . . $ .43 .42
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
4
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1996 and 1995
(Unaudited)
(Dollars in thousands)
<CAPTION>
March 31, 1996 March 31, 1995
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,666 3,054
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,669 2,728
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . . . . 451 461
Income from partnerships. . . . . . . . . . . . . . . . . . . . . . . . . (80) -
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 807 761
Changes in assets and liabilities:
Increase in deferred costs. . . . . . . . . . . . . . . . . . . . . . . . (329) (107)
Decrease in security deposits . . . . . . . . . . . . . . . . . . . . . . 6 33
(Increase) decrease in other assets . . . . . . . . . . . . . . . . . . . (376) 344
(Decrease) increase in accrued interest payable . . . . . . . . . . . . . (103) 374
Decrease in accrued real estate taxes . . . . . . . . . . . . . . . . . . (2,894) (2,798)
Decrease in tenant security deposits and prepaid rents. . . . . . . . . . (254) (177)
Increase (decrease) in other liabilities. . . . . . . . . . . . . . . . . 1,362 (845)
-------- --------
Net cash provided by operating activities. . . . . . . . . . . . . . . 4,925 3,828
-------- --------
Cash flows for investing activities:
Investments in partnerships. . . . . . . . . . . . . . . . . . . . . . . . . (5,603) (1,885)
Cash distributions from partnerships . . . . . . . . . . . . . . . . . . . . 180 -
Advances to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,850) (1,945)
Earnest money deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 (125)
Capital expenditures - existing properties . . . . . . . . . . . . . . . . . (333) (310)
Acquisition properties . . . . . . . . . . . . . . . . . . . . . . . . . . . - (485)
Properties under development, net of reimbursable
co-investor's costs in 1995 . . . . . . . . . . . . . . . . . . . . . . . (15,507) (305)
-------- --------
Net cash used in investing activities. . . . . . . . . . . . . . . . . (22,613) (5,055)
-------- --------
Cash flows from financing activities:
Debt proceeds, net of financing costs. . . . . . . . . . . . . . . . . . . . 22,059 12,352
Debt repayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,518) (5,192)
Proceeds from preferred shares offering, net of issuance costs . . . . . . . 23,934 -
Net proceeds from treasury lock contracts. . . . . . . . . . . . . . . . . . 336 -
Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,180) (1,216)
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,142) (4,843)
--------- -------
Net cash provided by financing activities. . . . . . . . . . . . . . . 17,489 1,101
--------- -------
Net decrease in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . (199) (126)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . 2,279 3,460
-------- -------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . $ 2,080 3,334
======== =======
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest, net of amounts capitalized. . . . $ 2,921 2,981
======== =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
5
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996 and 1995
(Unaudited)
(Dollars in thousands, except per share data)
1. Organization and Basis of Presentation
Organization
Amli Residential Properties Trust (the "Company") commenced operations
upon the completion of its initial public offering on February 15, 1994. In
the opinion of management, all adjustments, which include only normal
recurring adjustments necessary to present fairly the financial position at
March 31, 1996 and December 31, 1995 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 generally
accepted accounting principles 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,
1995 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results for the three months ended March 31, 1996 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 owns an 82.3% majority interest in the Operating
Partnership. The limited partners hold Operating Partnership units which are
convertible into shares of the Company on a one-for-one basis, subject to
certain limitations.
Pursuant to the authority vested with the Board of Trustees in the
Declaration of Trust dated January 31, 1994, the Trustees classified and
designated 1,500,000 unissued shares of beneficial interest of the
Company as Series A cumulative convertible preferred shares of beneficial
interest. On January 30, 1996, the Company completed the sale of 1,200,000
newly issued Series A convertible preferred shares, $.01 par
value, for $24,000 in a registered offering. The price per share of $20 was
the price of the Company's common shares on January 15, 1996. The Company
sold the preferred shares directly to four institutional investors and Amli
Realty Co. ("Amli") without the use of a placement agent or underwriter. The
proceeds from the sale of these preferred shares, less $75 of transaction
costs, were used to reduce the Company's debt, fund development costs and
for general corporate purposes.
6
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The preferred shares pay a dividend equal to $1.72 per share on an
annual basis or the dividend amount paid on common shares, whichever is
higher. The Company's Board of Trustees has authorized the payment of
dividends at this annual rate for the period from January 30, 1996 to
February 20, 1996, the dividend payment date. The preferred shares are
perpetual and generally have no voting rights except in certain limited
circumstances. The preferred shares may be converted on a share-for-share
basis into common shares at any time at a conversion price that shall be
adjusted from time to time. After January 30, 2001, the Company may redeem
the preferred shares at its option for cash or common shares. The Company
may redeem the preferred shares for common shares only when the price of the
common shares equals or exceeds the conversion price for 20 of the 30 days
preceding the date of redemption notice. The preferred shares and the common
shares into which the preferred shares may be converted have been registered
under the Company's existing shelf registration.
On March 6, 1996 Amli converted its 100,000 Series A convertible
preferred shares into common shares.
2. Summary of Significant Accounting Policies
Real Estate Assets and Depreciation
Real estate assets are stated at cost less accumulated depreciation.
Ordinary repairs and maintenance are expensed as incurred; replacements
having an estimated useful life of at least one year and betterments are
capitalized and depreciated over their estimated useful lives. Depreciation
is computed on a straight-line basis over useful lives of the properties
(buildings and related land improvements -- 40 years; furniture, fixtures and
equipment -- 5 - 15 years). Substantially all real estate assets are pledged
to secure debt (see note 5).
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.
Losses in carrying values of investment assets are provided by
management when the losses become apparent and the investment asset is
considered impaired. Management evaluates its investment properties at least
quarterly to assess whether any impairment indications are present, comparing
undiscounted future cash flows with the carrying amount of the asset. If any
investment asset is considered impaired, a loss is provided to reduce the
carrying value of the property to its estimated value. Management believes
that no assets are impaired; therefore, no such losses have been required to
be recognized or provided in the accompanying financial statements.
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets to Be Disposed Of" was issued in March
1995 and is effective for fiscal years beginning after December 15, 1995.
The Statement does not have a material effect on the financial position or
results of operations of the Company.
7
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Properties Under Development
At March 31, 1996 the Company's properties under development include parcels of land in the development planning
stage on which physical construction will commence during 1996. Properties currently under development are as follows:
<CAPTION>
Number Number Total
of of Expended
Property Location Acres Units Thru 3/31/96
<S> <C> <C> <C> <C>
Wholly Owned:
AMLI at Autumn Chase II Carrollton, TX 21 224 $10,285
AMLI at Autumn Chase III Carrollton, TX 24 240 1,527
AMLI at Gleneagles II Dallas, TX 12 264 5,476
AMLI on Rosemeade II Dallas, TX 10 200 1,286
AMLI at Fossil Creek (1) Ft. Worth, TX 19 384 1,669
AMLI at Wells Branch (1) Austin, TX 29 550 3,378
AMLI at Crown Colony II Topeka, KS 4 64 381
AMLI at Regents Center III Overland Park, KS 16 124 1,750
Vinings Square (2) Overland Park, KS 14 156 2,065
AMLI at Aurora Crossing Aurora, IL 18 272 4,405
AMLI at River Park (1) Fulton County, GA 23 222 3,308
AMLI at Northwinds Atlanta, GA 78 800 7,233
--- ----- --------
Total 268 3,500 42,763
=== ===== ========
Co-Investments (Company Ownership Percentage):
AMLI at Barrett Lakes (35%) (3) Cobb County, GA 54 446 4,639
AMLI at Pleasant Hill (40%) Gwinett County, GA 45 502 23,412
=== ===== =======
<FN>
(1) It is the Company's intention to develop these land parcels in
partnership with one or more institutional investors.
(2) The construction and development of this property is financed entirely
by the Company and is accounted for as an acquisition, development
and construction loan and all costs are included in the Company's financial
statements.
(3) AMLI at Barrett Lakes was conveyed at cost to a 35%-owned co-investment
venture in November 1995.
Interest and Real Estate Tax Capitalization
Interest and real estate taxes incurred during the construction period
are capitalized and depreciated over the lives of the constructed assets.
During the three months ended March 31, 1996 and 1995 total interest
capitalized was $558 and $310, respectively. Net of amounts capitalized,
total interest incurred during the three months ended March 31, 1996 and 1995
aggregated $2,818 and $3,355, respectively.
</TABLE>
8
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Deferred Expenses
Deferred costs consist primarily of financing costs which are
amortized using the straight-line method over the terms of the related debt.
Amortization of deferred costs relating to properties under development
are capitalized during the construction period, and depreciated over the
lives of the constructed assets. Deferred expenses at March 31, 1996 include
$1,086 in unamortized cost of interest rate cap contracts which limit the
Company's exposure to increasing rates through various dates in 1997 and
1998. Amounts paid for purchased interest rate cap agreements are amortized
over the terms of the related cap contracts.
Interest Rate Limitation Contracts
The Company uses interest rate caps and swaps to limit its exposure to
increases in interest rates on its floating rate debt. The Company does not
use them for trading purposes.
At March 31, 1996, the Company was a party to various interest rate
cap agreements which entitle the Company to receive from counterparties on a
monthly basis the amounts, if any, by which the Company's interest payments
on certain floating rate debt exceed capped amounts.
The following summarizes payments received pursuant to interest rate
limitation and swap contracts and the estimated remaining value of such
contracts at March 31, 1996.
<TABLE>
<CAPTION> Unamortized Cumulative
Remaining Cost Cash Approximate
Notional Maximum Type of Contract Original March Payments Value
Amount Rate Contract Maturity Cost 1996 Received March 1996
<S> <C> <C> <C> <C> <C> <C> <C>
$54,835 3.875% LIBOR Cap 8/1/97 $2,949 694 2,716 1,261
15,000 3.875% LIBOR Cap N/A 806 - 1,473 -
15,000 7.5% LIBOR Cap 4/1/97 160 64 - 1
5,845 3.875% LIBOR Cap 2/15/98 314 147 186 194
31,250 3.0% Tax-Exempt Cap 2/15/97 621 181 352 256
12,400 6.47% (all-in) Swap 2/15/97 - - 157 57
14,000 6.65% Swap 2/24/97 - - 2 51
------- ------ ----- ------
$4,850 1,086 4,886 1,820
======= ====== ===== ======
</TABLE>
As of April 30, 1996, the estimated fair value of the interest rate
caps and swaps is approximately $1,857.
In December 1995 the Company initiated a program of buying and rolling
Treasury Locks as a means of limiting its exposure to rising interest rates
in anticipation of funding a new $43,900 loan through FNMA (see note 7). The
$1,525 net cash received by the Company through May 6, 1996 (the date on
which the FNMA certificates were sold) will be deferred and amortized over
the ten-year term of the new loan.
Other Assets
At March 31, 1996 other assets consist primarily of $3,500 in 13%
interest-only notes receivable from the Service Companies due in 2004, $3,065
in other current receivables from the Service Companies and $550 in
restricted cash.
9
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Per Share Data
Earnings per common share are computed based on the weighted average
number of common shares outstanding during the period (11,712,975 in 1996 and
11,548,116 in 1995) and after giving effect to dividends on the Company's
preferred shares. The assumed exercise of outstanding share options is not
considered in the computation as it did not have a materially dilutive
effect. The conversion of the convertible preferred shares is not considered
in the computation as it is antidilutive.
Reclassifications
Certain amounts in the consolidated 1995 financial statements of the
Company have been reclassified to conform with the current presentation.
3. Investments in Partnerships and Service Companies
Investments in Partnerships
At March 31, 1996 the Company, as general partner, owns co-investment
partnership interests in Amli Foundation Co-Investors, L.P. ("Foundation");
Amli Foundation Co-Investors-II, L.P. ("Foundation II"); Amli at Champions,
L.P. ("Champions"); Amli at Windbrooke, L.P. ("Windbrooke"); Amli at Willeo
Creek, L.P. ("Willeo Creek"); Amli at Chevy Chase L.P. ("Chevy Chase");
Pleasant Hill Joint Venture ("Pleasant Hill"); and Barrett Lakes Limited
Liability Company ("Barrett"); and a nominal interest in the GP Properties.
These co-investment partnerships are accounted for using the equity method.
Investments in partnerships at March 31, 1996 and the Company's share of
income or loss for the three months ended March 31, 1996 from each (excluding
the GP Properties) are summarized as follows:
<TABLE>
<CAPTION>
Equity (Deficit)
Total Company's
Property/Company's Total Company's Company's Net Income Share of Net
Partnership Ownership Percentage Assets Total Share Investment (Loss) Income (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Foundation AMLI at Park Place (25%) $20,224 7,010 1,752 1,715 134 33
Foundation II AMLI at Greenwood Forest (15%) 17,637 5,732 860 840 (93) (14)
Champions AMLI at Champions Park (15%) 12,641 3,278 492 492 (77) (11)
Champions AMLI at Champions Centre (15%) 9,869 2,975 446 446 (34) 3
Windbrooke AMLI at Windbrooke (15%) 18,114 6,075 911 911 10 2
Willeo Creek AMLI at Willeo Creek (30%) 15,856 5,548 1,664 1,664 42 10
Chevy Chase AMLI at Chevy Chase (33%) 47,432 16,078 5,306 5,306 - -
Pleasant Hill (1) AMLI at Pleasant Hill (40%) 24,050 12,165 5,184 4,927 154 57
Barrett AMLI at Barrett Lakes (35%) 4,738 4,054 1,419 1,457 - -
===== ===== -------- ------ ===== -----
18,034 17,758 80
======= ====== ====
</TABLE>
10
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The fixed-rate debt financing which has been obtained from various
insurance companies on behalf of these co-investment partnerships is
summarized below:
<TABLE>
<CAPTION>
Total Outstanding Interest
Property Commitment at 3/31/96 Rate Maturity
<S> <C> <C> <C> <C>
AMLI at Park Place $13,000 12,763 8.21% October 1999
AMLI at Greenwood Forest 11,625 11,625 8.95% May 2002
AMLI at Champions Park 9,500 9,176 7.26% December 1997
AMLI at Champions Centre 6,700 6,700 8.93% January 2002
AMLI at Windbrooke 11,500 11,500 9.24% February 2002
AMLI at Willeo Creek (1) 10,000 10,000 7.75% June 1996
AMLI at Chevy Chase 29,767 29,767 6.67% April 2003
AMLI at Pleasant Hill 15,500 9,735 9.15% March 2007
AMLI at Barrett Lakes 16,680 1 8.50% November 2009
</TABLE>
(1) On April 25, 1996, this loan was replaced by a 6.77% seven-year
first mortgage for the same amount. Principal amortization will commence one
year later based on a 25-year amortization.
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. Loans against newly-completed properties provide for payments
of interest only for an initial period, with principal amortization
commencing generally within two years of completion of construction and
initial lease-up.
Investments in partnerships at December 31, 1995 and the Company's 1995
share of income or loss from each (excluding the GP Properties from which the
Company received distributions and recorded income of $2) are summarized as
follows:
<TABLE>
<CAPTION>
Equity (Deficit)
Total Company's
Property (Company's Total Company's Company's Net Income Share of Net
Partnership Ownership Percentage) Assets Total Share Investment (Loss) Income (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Foundation AMLI at Park Place (25%) $20,658 7,116 1,780 1,742 354 90
Foundation II AMLI at Greenwood Forest (15%) 18,086 5,946 892 872 (226) (33)
Champions AMLI at Champions Park (15%) 13,032 3,355 503 503 (273) (41)
Champions AMLI at Champions Centre (15%) 10,158 3,009 451 443 (398) (60)
Windbrooke AMLI at Windbrooke (15%) 18,174 6,190 928 928 (38) (6)
Willeo Creek AMLI at Willeo Creek (30%) 15,829 5,630 1,689 1,692 (7) -
Pleasant Hill (1) AMLI at Pleasant Hill (40%) 21,215 12,012 5,122 4,869 207 82
Barrett AMLI at Barrett Lakes (35%) 4,013 3,406 1,192 1,206 - -
====== ====== ------- ------ ==== ----
$12,557 12,255 32
======= ====== ====
11
</TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Investments in Service Companies
In connection with its initial public offering (June 1994 in the case
of Amrescon), the Company obtained 5% of the voting common stock and 100% of
the nonvoting preferred stock in the Service Companies, which provide
property management, construction, landscaping, investment advisory and asset
management services to the Company and to certain other parties.
The nonvoting preferred stock entitles the Company to approximately 95% of
all cash distributions from the Service Companies. The Company accounts for
its investments in the Service Companies using the equity method of
accounting.
Summarized combined financial information of the various Service
Companies at and for the three months ended March 31, 1996 and 1995 follows:
<TABLE>
1996 1995
<S> <C> <C>
Income(1) $1,229 864
General and administrative expenses (1,106) (749)
------- -----
123 115
Interest (165) (119)
Depreciation (27) (12)
Income taxes 39 (18)
------- ------
Loss $ (30) (34)
======= ======
Total assets $8,334 3,163
<FN> ====== ======
(1) Net of construction and landscaping costs.
</TABLE>
Interest expense of the Service Companies relates primarily to the 13%
notes payable by Amli Management Company and Amli Institutional Advisors,
Inc. to the Company and to working capital advances made to Amrescon, Inc.
4. Related Party Transactions
General and administrative expenses as included in the accompanying
consolidated statements of operations include allocations of costs to the
Company from Amli and its affiliates.
Such allocations are not in excess of Amli's cost of providing services to
the Company, including personnel, occupancy and other corporate overhead.
The Company and the Service Companies have agreed to pay for a share of
Amli's total occupancy cost.
12
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
During the three months ended March 31, 1996 and 1995 the Company
accrued or paid to the Service Companies fees and other costs and expenses as
follows:
1996 1995
Management fees $454 445
General contractor fees 105 26
Landscaping and ground maintenance 155 165
======= ======
During the three months ended March 31, 1996 and 1995 the Company
earned or received from the Service Companies other income as follows:
1996 1995
Interest on notes receivable $114 114
Interest on advances 53 3
==== ====
During the three months ended March 31, 1996 and 1995 the Company
earned or received from co-investment partnerships other income as follows:
1996 1995
Development fees $ 32 78
Acquisition fees 92 39
Disposition fees 66 -
Asset management fees 77 54
Accounting and administrative fees 2 7
Interest on advances 13 6
==== ===
The development and acquisition fees earned from co-investment
partnerships as shown above include only the partners' shares of such fees,
as the Company's share of the partnership's cost is eliminated in
consolidation.
13
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
5. Debt
Bond financing
AMLI at Spring Creek, an 1,180-unit apartment community in Atlanta,
Georgia secures a total of $40,750 of tax-exempt bonds. The terms of the
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; however, $31,250 of the total $40,750
has an interest rate cap contract in place against increases in
a tax-exempt index rate above 3%. The variable rate is adjusted weekly based
upon the remarketing rate for these bonds (4.25% at April 30, 1996; 3.36%
average for the three months ended March 31, 1996). The credit enhancement
for the bonds was provided by a $41,297 five-year letter of credit from
Wachovia Bank which expires on October 15, 1999.
Mortgage notes payable to financial institutions
At March 31, 1996, the Company owes a total of $67,550 pursuant to
nine fixed rate mortgage notes payable to seven financial institutions. Each
loan is secured by a first mortgage on the respective residential apartment
community and is non-recourse to the partners, except for a $1,500 portion of
one of the mortgage notes payable and $13,752 of another mortgage note
payable. The loans bear interest at fixed rates between 7.0%
and 9.9%, with maturities extending through September 1, 2005.
Other notes payable
Other notes payable are comprised of five floating rate loans due to
financial institutions aggregating $105,810, $3,407 in purchase money note
and $750 in another note payable. These loans bear interest at rates of 150
to 200 basis points over LIBOR (6.9% -7.4% at March 31, 1996). Of the total,
$12,400 is the subject of an interest rate swap fixing the interest rate at
6.47% through February 15, 1997 and $14,000 is subject to an interest rate
swap fixing the rate at 6.65% through February 24, 1997. In addition,
a total of $75,680 is covered by interest rate caps for protection against
increases in floating rate, namely, a 30-day LIBOR cap above 3.875% on
$54,835 through August 1, 1997; a 7.5% LIBOR cap on $15,000 through April 1,
1997; and a 3.875% LIBOR cap on $5,845 through February 15, 1998.
14
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Of the aggregate $189,850 of other notes payable, $10,000 is
outstanding on the $39,628 Lehman Line of Credit; $32,535 is outstanding on
the $50,000 Wachovia line of credit; $7,949 is outstanding on the $27,000
Citicorp facility; $491 is outstanding on the $6,230 construction loan for
AMLI at Regents Center Phase III; and $4,437 in letters of credit are
outstanding on an $8,000 line of credit from Harris. Following the closing
of the new loan from FNMA, and repayment of the Lehman Line of Credit (see
note 7) a total $45,819 (net of $4,437 letters of credit) of unused credit is
available to fund future development, acquisition and working capital needs.
The line of credit agreements provide for customary borrower covenants,
including among other things, minimum debt service coverage ratios and
maximum loan to value ratios.
15
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
<CAPTION>
The table below sets forth certain information relating to the
indebtedness of the Company.
Original Balance Interest Maturity Balance
Encumbered Properties Amount at 3/31/96 Rate Date at 12/31/95
<S> <C> <C> <C> <C> <C>
Bond Financing:
AMLI at Spring Creek $ 40,750 40,750 Tax-exempt 10/1/24 40,750
rate + 1.23%
Mortgage Notes Payable to Financial Institutions:
AMLI at Alvamar 5,000 4,808 9.38% 3/1/97 4,819
AMLI at the Arboretum 4,800 4,484 9.90% 9/28/97 4,504
AMLI at Gleneagles 8,500 8,225 7.70% 10/31/97 8,248
AMLI at Martha's Vineyard 7,060 6,750 7.42% 11/1/97 6,776
AMLI at Reflections 4,800 4,594 7.50% 6/30/98 4,615
AMLI on Rosemeade 7,050 6,777 7.02% 10/5/98 6,807
AMLI at Sherwood 7,320 7,114 7.75% 7/1/03 7,155
AMLI at Valley Ranch 11,500 11,046 7.625% 7/10/03 11,092
AMLI at Regents Center 20,100 13,752 (1) 9/1/05 13,776
-------- ------ -------
Total Mortgage Notes Payable 76,130 67,550 67,792
-------- ------ -------
Other Notes Payable:
AMLI at Vinings
AMLI at Sope Creek Phase I, II & III
AMLI at Sope Creek Phase IV 50,000 32,535 L+1.50%(2) 5/31/98 32,535
------- ------- --------- ------- ------
AMLI at Autumn Chase I & II
AMLI at Chase Oaks
AMLI at Gleneagles Phase II 27,000 7,949 L+1.65%(3) 2/28/98 2,343
------- -------- ---------- ------- ------
AMLI in Great Hills
AMLI at Bear Creek (6)
AMLI at Nantucket (6)
AMLI at Riverbend
AMLI at West Paces (6) 54,835 54,835 5.76%(4) 8/9/01 54,835
------- ------- -------- ------ ------
AMLI of North Dallas
AMLI at Beekman Place
AMLI on Timberglen (6)
AMLI on the Green 39,628 10,000 L+1.85% 2/9/99 16,000
------- ------- -------- ------ ------
AMLI at Park Sheridan 8,000 - L+1.65%(5) 8/30/98 250
AMLI at Park Sheridan 6,230 491 L+2.00% 10/9/96 -
Northwinds 3,407 3,407 Non-interest bearing -
Unsecured 750 750 4.00% Demand 750
-------- -------- -------
Total Other Notes Payable 189,850 109,967 106,713
-------- -------- -------
Total $306,730 218,267 215,255
========= ======== =======
<FN>
(1) $13,800 at 8.73%; $6,300 at 9.23% is expected to fund later in 1996.
(2) Of the total $32,535 in borrowings, $8,775 relating to AMLI at Sope
Creek Phase IV is at LIBOR + 1.75% changing to LIBOR + 1.50% after
achievement of certain net operating income levels as defined. The
Company has used interest rate derivative contracts to fix the
interest rate at 6.47% through February 15, 1997 on $12,400, to fix
the interest rate at 6.65% through February 24, 1997 on $14,000 ,
and to limit the interest rate to 5.38% through February 15, 1998 on
$5,845.
(3) For amounts in excess of $15,425 borrowed under this facility,
the rate will be LIBOR + 2.00% changing to LIBOR + 1.85% after
issuance of certificate of occupancy and to LIBOR + 1.65% after
achievement of certain net operating income levels as defined.
(4) Current LIBOR + 1.88% rate is capped at 5.76% until August 1, 1997,
at which time loan bears fixed interest at 8.35%.
(5) The interest rate will decrease to LIBOR + 1.50%, LIBOR + 1.375%,
or LIBOR + 1.25% based on Company's S&P or Moody's rating.
(6) Unencumbered following financings closing in April and May 1996 -
see note 7.
</TABLE>
16
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
As of March 31, 1996, the scheduled maturities of the Company's debt are as follows:
<CAPTION>
Fixed Rate
Mortgage
Notes Payable Other
Bond to Insurance Notes
Financings Companies Payable Total
<S> <C> <C> <C> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . $ - 765 6,315 7,080
1997 . . . . . . . . . . . . . . . . . . . . . . . - 24,750 3,514 28,264
1998 . . . . . . . . . . . . . . . . . . . . . . . - 11,530 44,391 55,921
1999 . . . . . . . . . . . . . . . . . . . . . . . - 591 2,290 2,881
2000 . . . . . . . . . . . . . . . . . . . . . . . - 639 678 1,317
Thereafter . . . . . . . . . . . . . . . . . . . . 40,750 29,275 52,779 122,804
------ ------ ------ -------
$40,750 67,550 109,967 218,267
======= ====== ======= =======
</TABLE>
6. Commitments
The Company has obtained a $42,000 seven-year, 7.31% loan commitment
provided by CIGNA. This loan is anticipated to close in May 1996. The
Lehman Whole Loan has an outstanding balance of $54,835 and will be prepaid
upon funding of this loan commitment. The CIGNA loan is to be secured by
first mortgages on the AMLI in Great Hills and the AMLI at Riverbend
properties.
In conjunction with the February 1996 acquisition of land for the
development of Aurora Crossing, the Company may be obliged, at the option
of the unit holder, to purchase 26,182 Operating Partnership units at the
then current market value of the Company's shares of beneficial interest.
7. Subsequent Events
In April 1996, the $27,000 revolving credit and construction loan
facility with Citicorp Real Estate, Inc. was sold to First Chicago/NBD.
Concurrently, the loan was modified to increase the commitment amount to
$29,500 and reduce the interest rate to LIBOR plus 1.65%. This credit
facility will be used primarily to fund the Company's development
activities.
On April 29, 1996, the Company closed on a $43,907 ten-year, 7.79% loan
provided by FNMA. This loan is secured by mortgages on three properties in
Dallas, Texas. The loan proceeds, net of .75% financing fee, are being
used primarily to extinguish the Lehman Line of Credit, provide a source of
funds (together with the proceeds from the CIGNA loan described below) to
prepay the Lehman Whole Loan, and to pay down the balance on First
Chicago/NBD revolving loan.
On April 30, 1996, the Company through a co-investment partnership in
which it has a 40% interest, acquired a 488-unit apartment community
located in Willowbrook, Illinois. The purchase price of $36,543 was funded
from the partners' capital contributions. The partnership is in the
process of obtaining a first mortgage on this property.
17
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
On May 6, 1996, the Company issued 143,500 Operating Partnership units
in exchange for the contribution of 24 acres of land by an unrelated party.
The Company plans to start construction on a 312-unit apartment community
on this site later in 1996. The Company will provide its new investor with
the opportunity to acquire registered shares by filing a registration
statement in the near future.
18
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
of Operations (Dollars in thousands, except share data)
The following discussion is based primarily on the consolidated financial
statements of Amli Residential Properties Trust (the "Company") as of March
31, 1996 and December 31, 1995 and for the three months ended March 31,
1996 and 1995.
This information should be read in conjunction with the accompanying
unaudited consolidated financial statements and notes thereto. These
financial statements include all adjustments which are, in the opinion of
management, necessary to reflect a fair statement of the results for the
interim periods presented, and all such adjustments are of a normal
recurring nature.
As of March 31, 1996, the Company owns an 82.3% general partnership
interest in the Operating Partnership, which holds the operating assets of
the Company. 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. The Company has qualified, and
anticipates continuing to qualify, as a real estate investment trust
("REIT") for Federal income tax purposes.
Liquidity and Capital Resources
At March 31, 1996 the Company has $2,080 in cash and cash equivalents.
At March 31, 1996 the Company has outstanding borrowings of approximately
$32,535 on a $50,000 line of credit from Wachovia Bank secured by mortgages
on two properties in Georgia. Of the total outstanding, the rate on
$12,400 has been fixed at 6.47% until February 15, 1997 and $14,000 has
been fixed at 6.65% through February 24, 1997 through use of an interest
rate swap contracts. In addition, $5,845 has an interest rate cap contract
in place as protection against increases in LIBOR above 3.875% through
February 15, 1998. The remaining credit availability of $17,465 is
anticipated to be used to fund future acquisition or development
activities.
At March 31, 1996 the Company has outstanding borrowings of $10,000 against
the Lehman Line of Credit commitment of $39,628. The Lehman Line of Credit
was terminated on April 29, 1996 upon closing of FNMA loan.
In April 1996, the $27,000 revolving credit and construction loan facility
with Citicorp Real Estate, Inc. was sold to First Chicago/NBD which has
modified the loan to increase the commitment amount to $29,500 and reduce
the interest rate to LIBOR plus 1.65%. Of the total credit facility,
approximately $21,200 will be used to fund development costs (excluding
land costs) of a 224-unit Amli at Autumn Chase Phase II and a 264-unit Amli
at Gleneagles Phase II, both developments located in Dallas, Texas. The
balance of the loan facility will be available for general purposes of the
Company.
On April 29, 1996, the Company closed on a $43,907 ten-year, 7.79% loan
provided by FNMA. This loan is secured by mortgages on three properties in
Dallas, Texas. The loan proceeds, net of .75% financing fee, were used in
part to repay the Lehman Line of Credit and pay down the balance on First
Chicago/NBD revolving loan.
19
In May the Company anticipates funding the $42,000 seven-year, 7.31% CIGNA
loan and repaying the Lehman Whole Loan. The total $85,907 in financings in
April and May 1996 will have the following effect on the Company's total
debt:
- - increase in weighted average annual interest rate of 0.4% to 6.9% to
August 1, 1997 and decrease in weighted average annual interest rate of
0.2% in the four years thereafter;
- - increase in weighted average term by 1.6 years to 5.6 years;
- - increase in percentage of debt that is fixed-rate debt to 67% from 54%;
- - decrease in deferred expenses and amortization, especially to August 1,
1997;
- - increase in unencumbered operating properties from one to five;
- - net extraordinary or otherwise non-recurring charges and credits of
approximately $950, which is primarily attributable to the non-cash
write-off of deferred expenses relating to the Lehman loans.
At March 31, 1996, the Company has $13,752 outstanding balance on its
$20,100 loan provided by Teachers Insurance and Annuity Association. This
loan is secured by AMLI at Regents Center in Overland Park, Kansas. The
remaining commitment is anticipated to fund later this year upon
substantial completion of the additional 124-unit Phase III under
construction at this property. The proceeds are anticipated to be used to
repay the $6,230 Harris Trust and Savings Bank construction loan.
At March 31, 1996, the $6,230 construction loan provided by Harris Trust
and Savings Bank for Phase III of AMLI at Regents Center has an outstanding
balance of $491. The loan, which is unsecured with respect to the property
under construction, bears LIBOR plus 2% floating interest rate and will
mature on October 9, 1996.
For the three months ended March 31, 1996 net cash provided by operating
activities was $4,925. For the three months ended March 31, 1995, cash
provided by operating activities was $3,828. The increase was primarily
attributable to the $485 increase in total revenues and the $537 decrease
in interest expense.
Cash flows used for investing activities increased to $22,613 for the three
months ended March 31, 1996 as compared with $5,055 for the three months
ended March 31, 1995. The increase is largely due to an increase in the
amounts expended for development costs of $15,202 and investments in
partnerships of $3,718.
Net cash flows provided by financing activities was $17,489 for the three
months ended March 31, 1996 and $1,101 for the three months ended March 31,
1995. Such cash flows for the three months ended March 31, 1996 reflected
the issuance of preferred shares of beneficial interest resulting in the
net cash proceeds of $23,934.
20
Funds from Operations
Funds from operations is defined as net income (computed in accordance with
generally accepted accounting principles), excluding gains (losses) from
debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and
joint ventures. Adjustments for unconsolidated partnerships and joint
ventures are calculated to reflect funds from operations on the same basis.
Funds from operations is widely accepted in measuring the performance of
equity REITs. An understanding of the Company's funds from operations 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. Funds from operations should not be considered an
alternative to net income or any other GAAP measurement as a measure of the
results of the Company's operations, the Company's cash flows or liquidity.
Funds from operations for the three months ended March 31, 1996 and 1995
are summarized as follows:
<TABLE>
<CAPTION>
March 31, March 31,
1996 1995
<S> <C> <C>
Net income before minority interest $4,473 3,815
Depreciation 2,669 2,728
Other, net(1) 175 197
------ ------
Funds from operations $7,317 6,740
====== ======
Total shares - weighted average,
including shares issuable upon conversion
of preferred shares and units 15,254 14,427
====== ======
</TABLE>
(1) Includes share of co-investment partnerships' depreciation and, in
1995, non-recurring expenses associated with the AMLI brand name.
The Company expects to pay quarterly dividends from cash available for
distribution. Until distributed, funds available for distribution will be
invested in short-term investment grade securities or used to temporarily
reduce outstanding balances on the company's revolving lines of credit.
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 is of the opinion 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. In order to qualify as a REIT, the
Company is required to distribute dividends to its shareholders equal to 95%
of its REIT taxable income. The Company's 1996 estimated dividend payment
level equals an annual rate of $1.72 per share. The Company estimates that
approximately 35% of the total dividends to be paid in 1996 will be treated
as a return of capital.
21
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).
On July 20, 1995, the Company's shelf registration became effective. The
registration now provides for up to an aggregate of $200,000 of preferred
shares, common shares and security warrants which the Company may issue from
time to time.
On January 30, 1996, the Company issued 1,200,000 Series A cumulative
convertible preferred shares of beneficial interest for $20 per share, or
$24,000 directly to four institutional investors and Amli Realty Co. ("Amli")
in a registered offering, without the use of a placement agent or underwriter.
The proceeds of the offering, less $75 of transaction costs, were used to
reduce the Company's debt, fund development costs and for working capital
requirements. Amli converted its 100,000 preferred shares to 100,000 common
shares on March 6, 1996.
During 1994, the Company commenced development of three residential apartment
communities, AMLI at Autumn Chase Phase II and AMLI at Gleneagles Phase II
(both located in Dallas) and AMLI at Sope Creek Phase IV in Atlanta. The
approximate development costs (including land cost) are $35,000. AMLI at
Sope Creek Phase IV was completed in December 1995. The construction of the
properties in Dallas is expected to be substantially completed in 1996. The
Company has also commenced development activities on additional sites in
Austin, Texas and Overland Park, Kansas. Furthermore, in 1995 the Company
started planning and pre-development activities on four additional sites in
Fort Worth, Dallas, Atlanta and Kansas. The costs of these development
activities are expected to be funded from existing credit availability and/or
in partnership with institutional investors.
In February 1996, the Company acquired two land parcels in Atlanta, Georgia
and Aurora, Illinois for a total price of $11,023. The Atlanta parcel was
acquired for cash and a note anticipated to be paid by May 30, 1996 from
proceeds of the CIGNA loan. The consideration for the Aurora land parcel was
satisfied in part by 26,182 OP Units, with the remaining purchase price paid
in cash. The Company intends to develop a 272- unit apartment community on
the Aurora site in partnership with an institutional investor
and an 800-unit apartment community on the Atlanta site either for its own
account or in partnership with an institutional investor.
In January 1995, the Company, through a co-investment partnership, commenced
construction of the 502-unit AMLI at Pleasant Hill apartment development.
Total development costs of approximately $26,100 were funded first from the
venturers' capital contributions and thereafter are being funded from the
$15,500 fixed rate construction and permanent loan provided by the co-venturer.
In November 1995, the Company, through a co-investment joint venture, began
construction of the 446-unit AMLI at Barrett Lakes apartment community on 54
acres of land located in Atlanta, Georgia. Of the total estimated development
costs of $27,800, the co-venturer has provided $16,680 of construction and
permanent financing for this development, and the remaining costs are being
funded from the Company's and the co-investor's equity contributions.
22
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.
Inflation
Virtually all apartment leases at the Properties and co-investment properties
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) are approximately 42.4% of rental and other 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. The Company's exposure to rising interest rates
is mitigated by the existing debt level of approximately 40.9% of the
Company's current market capitalization, by including intermediate term fixed
rate debt, and by having interest rate protection in place on substantially
all of its variable rate indebtedness through August 1, 1997 with respect to
LIBOR and through February 15, 1997 with respect to a tax exempt index. 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.
Results of Operations
During the period from January 1, 1995 through March 31, 1996 growth in
property revenues and property operating expenses resulted from increases at
properties owned as of January 1, 1995, and from the newly constructed
properties.
During the same period, the Company has invested in four co-investment
partnerships, which own the 236-unit AMLI at Windbrooke in Buffalo Grove,
Illinois, the 242-unit AMLI at Willeo Creek in Roswell, Georgia, the 316-unit
AMLI at Greenwood Forest in Houston, Texas and the 592-unit AMLI at Chevy
Chase in Buffalo Grove, Illinois.
For the quarter ended March 31, 1996, net income was $3,666, or $.29 per
share, on total revenues of $18,698. For the quarter ended March 31, 1995
net income was $3,054 or $.26 per share on total revenues of $18,213.
23
On a "same community" basis, weighted average occupancy of the apartment units
decreased slightly to 94.1% for the quarter ended March 31, 1996 from 95.1%
for the same period in the prior year. For the three months ended March 31,
1996, weighted average collected rents increased by 5.7% to $645 from $610 per
unit per month for the three months ended March 31, 1995.
Comparison of Three Months Ended March 31, 1996 to Three Months Ended March
31, 1995.
Income before minority interest increased to $4,473 for the three months ended
March 31, 1996 from $3,815 for the three months ended March 31, 1995. This
increase in net income was primarily attributable to a $537 decrease in
interest expense and a $485 increase in total revenues, reduced by a $470
increase in property operating expenses. For the three months ended March 31,
1996 and 1995 net income was $3,666 and $3,054, respectively.
Total property revenues increased by $359 or 2.0%. On the same community
basis total property revenues increased by $838 or 5.0%.
Property operating expenses increased by $470, or 6.5%. On the same community
basis property operating expenses increased by $610 or 8.9%.
Interest expense, net of the amounts capitalized, decreased from $3,355 to
$2,818, or 16.0%.
General and administrative expenses increased from $508 for the three months
ended March 31, 1995 to $596 for the three months ended March 31, 1996.
24
<TABLE>
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Company's wholly-
owned properties:
<CAPTION>
Number 1996 1995
of at at at at at at at at
Location/Property Units 12/31 9/30 6/30 3/31 12/31 9/30 6/30 3/31
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dallas/Ft. Worth, Texas
AMLI at Autumn Chase 226 94% 93% 93% 96% 100%
AMLI at Bear Creek 350 95% 93% 97% 94% 99%
AMLI at Beekman Place 224 97% 96% 99% 96% 97%
AMLI at Chase Oaks 250 98% 96% 97% 99% 96%
AMLI at Gleneagles 326 95% 96% 97% 100% 98%
AMLI on the Green 424 97% 92% 95% 97% 98%
AMLI at Nantucket 312 98% 96% 97% 99% 97%
AMLI of North Dallas 808 97% 95% 98% 98% 97%
AMLI at Reflections 212 95% 93% 98% 98% 93%
AMLI on Rosemeade 236 98% 95% 99% 98% 98%
AMLI on Timberglen 260 97% 92% 99% 98% 94%
AMLI at Valley Ranch 460 95% 94% 96% 98% 91%
----- --- --- --- --- ---
4,088 96% 94% 97% 98% 96%
----- --- --- --- --- ---
Austin, Texas
AMLI at the Arboretum 231 96% 95% 98% 99% 93%
AMLI in Great Hills 344 96% 91% 94% 95% 98%
AMLI at Martha's Vineyard 360 95% 94% 96% 94% 96%
------ --- --- --- --- ---
935 96% 93% 96% 96% 96%
------ --- --- --- --- ---
Atlanta, Georgia
AMLI at Sope Creek 463 93% 95% 97% 95% 98%
AMLI at Sope Creek Phase IV 232 98% lease up lease up lease up N/A
AMLI at Spring Creek 1,180 96% 94% 96% 96% 96%
AMLI at Vinings 208 99% 98% 100% 99% 97%
AMLI at West Paces 337 92% 96% 99% 97% 98%
----- --- --- --- --- ---
2,420 95% 95% 97% 96% 97%
----- --- --- --- --- ---
Eastern Kansas
AMLI at Alvamar 152 95% 96% 96% 94% 94%
AMLI at Crown Colony 156 86% 86% 96% 94% 96%
AMLI at Regents Center 300 98% 94% 92% 98% 96%
AMLI at Sherwood 300 89% 91% 98% 92% 91%
----- --- --- --- --- ---
908 93% 92% 95% 95% 94%
----- --- --- --- --- ---
Indianapolis, Indiana
AMLI at Riverbend 996 94% 93% 95% 95% 93%
----- --- --- --- --- ---
Orange County, California
Club Laguna N/A N/A N/A N/A 91% 95%
------ --- --- --- --- ---
Chicago, Illinois
AMLI at Park Sheridan 253 96% 92% 99% 94% 96%
------ ---- ----- ----- ----- -----
9,600 95.4% 93.9% 96.7% 96.2% 95.8%
====== ===== ===== ===== ===== =====
</TABLE>
25
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 29, 1996, for the purpose of electing three members of the
Board of Trustees, approving the Amli Executive Share Purchase Plan 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 management's nominees for directors as listed in the proxy statement
were elected with the following vote:
<TABLE>
<CAPTION>
Shares Shares
Voted Shares Not
"For" "Withheld" Voted
<S> <C> <C> <C>
Laura D. Gates 9,993,049 30,800 1,764,030
Marc S. Heilweil 9,993,049 30,800 1,764,030
Gregory T. Mutz 9,993,211 30,638 1,764,030
The approval of the Amli Executive Share Purchase Plan was approved by the following
vote:
Shares Shares Shares
Voted Voted Shares Not
"For" "Against" "Abstaining" Voted
9,691,112 179,659 50,613 1,866,495
The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditor was approved by the following vote:
Shares Shares Shares
Voted Voted Shares Not
"For" "Against" "Abstaining" Voted
9,989,109 11,965 22,775 1,764,030
</TABLE>
Item 6: Exhibits and Reports on Form 8-K
Form 8-K dated January 30, 1996.
Exhibit No. Document Description
27. Financial Data Schedule
99. Operating and Financial Data furnished to
Shareholders and Analysts
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMLI RESIDENTIAL
PROPERTIES TRUST
Date: May 13, 1996
By: /s/ Allan J. Sweet
Allan J. Sweet
President and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: May 13, 1996
By: /s/ Gregory T. Mutz
Gregory T. Mutz
Chairman of the Board of Trustees
Date: May 13, 1996
By: /s/ Allan J. Sweet
Allan J. Sweet
President and Trustee
Date: May 13, 1996
By: /s/ Charles C. Kraft
Charles C. Kraft
Principal Accounting Officer
Principal Financial Officer
27
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Dollars in thousands, except per share data)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,080
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 462,736
<DEPRECIATION> 41,826
<TOTAL-ASSETS> 456,963
<CURRENT-LIABILITIES> 0
<BONDS> 218,267
118
0
<COMMON> 11
<OTHER-SE> 187,475
<TOTAL-LIABILITY-AND-EQUITY> 456,963
<SALES> 0
<TOTAL-REVENUES> 18,698
<CGS> 0
<TOTAL-COSTS> 14,225
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,818
<INCOME-PRETAX> 3,666
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,666
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,666
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.29
</TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
OPERATING AND FINANCIAL DATA
March 31, 1996
1. Funds from Operations
2. Statements of Operations
3. Balance Sheets
4. Selected Financial Information
5. Debt
6. Debt Maturities
7. "Same Community" Comparison - three months ended
March 31, 1996 and 1995
8. Property Information
9. Acquisition Activities
10. Development Activities
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
FUNDS FROM OPERATIONS
Unaudited - Dollars in thousands except per share data
<CAPTION>
1996 1995 1995 1994
Qtr ended Year ended Three months ended Year ended
Mar. 31 Dec. 31 Dec.31 Sep. 30 Jun. 30 Mar. 31 Dec. 31,
Pro Forma
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Property revenues:
Rental $17,431 $69,341 $17,284 $17,488 $17,440 $17,129 $61,480
Other 711 2,797 703 763 677 654 2,347
-----------------------------------------------------------------------------
Total Property
Revenues 18,142 72,138 17,987 18,251 18,117 17,783 63,827
-----------------------------------------------------------------------------
Property operating
expenses (7,237) (28,451) (7,186) (7,355) (7,134) (6,776) (24,957)
Property management
fees (454) (1,803) (450) (455) (453) (445) (1,602)
-----------------------------------------------------------------------------
Property expenses (7,691) (30,254) (7,636) (7,810) (7,587) (7,221) (26,559)
Operating expense
ratio 42.4% 41.9% 42.5% 42.8% 41.9% 40.6% 41.6%
Net operating
income 10,451 41,884 10,351 10,441 10,530 10,562 37,268
-----------------------------------------------------------------------------
Other income
Share of Service
companies'
income (loss) (56) 3 (37) 0 40 100
Interest from
Service
Companies 114 455 113 114 114 114 455
Other interest 125 407 99 146 92 70 491
Share of
partnerships
cash flow 256 466 196 131 67 72 197
Fee income -
acquisition
and development
fees 190 426 136 35 140 115 267
Fee income - asset
management 77 224 57 57 56 54 38
Other 25 189 68 42 42 37 261
-----------------------------------------------------------------------------
Total other income 731 2,170 632 525 511 502 1,809
General and
administrative (596) (1,932) (486) (446) (492) (508) (1,407)
-----------------------------------------------------------------------------
EBITDA 10,586 42,122 10,497 10,520 10,549 10,556 37,670
Interest expense (2,818) (12,926) (3,082) (3,164) (3,325) (3,355) (10,253)
Amortization of
deferred costs (451) (1,792) (450) (450) (431) (461) (2,415)
-----------------------------------------------------------------------------
Funds from
operations (FFO) $ 7,317 $27,404 $6,965 $6,906 $6,793 $6,740 $25,002
-----------------------------------------------------------------------------
Capital
expenditures
paid from FFO (333) (1,714) (425) (550) (429) (310) (893)
Other
(Co-investments
Cap exp) (9) (29) (9) (10) (5) (5) 0
-----------------------------------------------------------------------------
Funds available
for distribution
(FAD) $ 6,975 $25,661 $6,531 $6,346 $6,359 $6,425 $24,109
-----------------------------------------------------------------------------
FFO per share $0.480 $1.900 $0.483 $0.479 $0.471 $0.467 $1.733
FAD per share $0.457 $1.779 $0.453 $0.440 $0.441 $0.445 $1.671
Dividend per share $0.43 $1.72 $0.43 $0.43 $0.43 $0.43 $1.68
Dividend as a %
of FFO 89.6% 90.5% 89.1% 89.8% 91.3% 92.0% 96.9%
Dividend as a %
of FAD 94.0% 96.7% 95.0% 97.8% 97.6% 96.6% 100.5%
</TABLE>
1
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
STATEMENTS OF OPERATIONS
Unaudited - Dollars in thousands except per share data
<CAPTION>
1996 1995 1995 1994
Qtr ended Year ended Three months ended Year ended
Mar. 31 Dec. 31 Dec.31 Sep. 30 Jun. 30 Mar. 31 Dec. 31,
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Property Revenue:
Rental $17,431 $69,341 $17,284 $17,488 $17,440 $17,129 $61,123
Other 711 2,797 703 763 677 654 2,338
Interest from and
share of Service
Companies' income (loss) 58 458 76 114 114 154 498
Other interest 125 407 99 146 92 70 491
Gain on sale of
residential property
and interests rate caps 0 1,498 (16) 1,514 0 0 960
Other 373 874 302 150 216 206 765
--------------------------------------------------------------------------------
Total Revenue $18,698 $75,375 $18,448 $20,175 $18,539 $18,213 $66,175
--------------------------------------------------------------------------------
EXPENSES
Personnel 1,594 6,287 1,589 1,599 1,601 1,498 5,290
Advertising and promotion 472 1,702 421 486 441 354 1,465
Utilities 1,066 4,125 1,046 1,092 943 1,044 3,782
Building repairs and
maintenance 1,115 4,554 1,223 1,269 1,108 954 3,999
Landscaping and
grounds maintenance 331 1,811 409 434 581 387 1,405
Real estate taxes 2,120 7,947 1,989 1,937 1,972 2,049 7,169
Insurance 234 914 218 230 236 230 843
Other operating expenses 305 1,111 291 308 252 260 881
Property management fees 454 1,803 450 455 453 445 1,422
Interest, net of capitalized 2,818 12,926 3,082 3,164 3,325 3,355 11,557
Amortization of deferred costs 451 1,792 450 450 431 461 2,448
Depreciation of real property 2,121 8,704 2,102 2,163 2,234 2,205 7,894
Depreciation of personal
property 548 2,081 465 586 507 523 2,733
General and administrative 596 1,932 486 446 492 508 1,616
--------------------------------------------------------------------------------
Total expenses 14,225 57,689 14,221 14,619 14,576 14,273 52,504
--------------------------------------------------------------------------------
Non-recurring item 0 680 0 58 497 125 211
Income (loss) before
taxes, minority
interest and
extraordinary item 4,473 17,006 4,227 5,498 3,466 3,815 13,460
--------------------------------------------------------------------------------
Income taxes 0 0 0 0 0 0 62
--------------------------------------------------------------------------------
Income (loss) before
minority interest
and extraordinary items 4,473 17,006 4,227 5,498 3,466 3,815 13,398
Minority interest 807 3,287 806 1,051 669 761 2,681
--------------------------------------------------------------------------------
Income (loss) before
extraordinary items 3,666 13,719 3,421 4,447 2,797 3,054 10,717
Extraordinary items net
of minority interest:
loss on early
extinguishment of debt 0 0 0 0 0 0 (2,007)
--------------------------------------------------------------------------------
Net income (loss) $ 3,666 $13,719 $3,421 $4,447 $2,797 $3,054 $8,710
===============================================================================
Income (loss) per
common share:
Before extraordinary item $ 0.29 $1.18 $0.29 $0.38 $0.24 $0.26 $0.92
Extraordinary item $ 0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $(0.17)
Income per common share $ 0.29 $1.18 $0.29 $0.38 $0.24 $0.26 $0.75
===============================================================================
FUNDS FROM OPERATIONS PROFORMA
Income (loss) before
taxes, minority
interest and
extraordinary item $ 4,473 $17,006 $4,227 $5,498 $3,466 $3,815 $14,878
--------------------------------------------------------------------------------
Depreciation of real
property 2,121 8,704 2,102 2,163 2,234 2,205 7,894
Depreciation of
personal property 548 2,081 465 586 507 523 2,733
Non-recurring items 0 680 0 58 497 125 211
Other 175 431 155 115 89 72 246
Gain on sale of
residential property
and interest rate caps 0 (1,498) 16 (1,514) 0 0 (960)
--------------------------------------------------------------------------------
Funds from operations (FFO) $ 7,317 $27,404 $6,965 $6,906 $6,793 $6,740 $25,002
FFO per share $ 0.480 $1.900 $0.483 $0.479 $0.471 $0.467 $1.733
--------------------------------------------------------------------------------
Capital expenditures
paid from FFO $ (333) $(1,714) $(425) $(550) $(429) $(310) $(893)
Other (Co-investments
Cap exp) (9) (29) (9) (10) (5) (5) 0
--------------------------------------------------------------------------------
Funds available for
distribution (FAD) $ 6,975 $25,661 $6,531 $6,346 $6,359 $6,425 $24,109
FAD per share $ 0.457 $1.779 $0.453 $0.440 $0.441 $0.445 $1.671
--------------------------------------------------------------------------------
Dividends per share $ 0.43 $1.72 $0.43 $0.43 $0.43 $0.43 $1.68
===============================================================================
Dividends as a % of FFO 90.0% 90.5% 89.1% 89.8% 91.3% 92.0% 96.9%
Dividends as a % of FAD 94.4% 96.7% 95.0% 97.8% 97.4% 96.6% 100.5%
===============================================================================
</TABLE>
2
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONDENSED BALANCE SHEETS
Unaudited - Dollars in thousands except per share data
<CAPTION>
Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
1996 1995 1995 1995 1995 1994
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Rental apartments
Land $58,643 $58,643 $56,755 $59,723 $59,723 $59,723
Depreciable property 361,330 361,011 351,518 377,190 376,508 375,713
-------------------------------------------------------------------
419,973 419,654 408,273 436,913 436,231 435,436
Less accumulated depreciation (41,826) (39,157) (36,590) (35,043) (32,302) (29,574)
-------------------------------------------------------------------
378,147 380,497 371,683 401,870 403,929 405,862
Property under development 42,763 23,211 30,758 21,494 12,948 16,326
Investments in partnerships 17,758 12,255 9,425 9,444 8,516 2,948
Cash and cash equivalents 2,630 2,829 2,890 3,391 3,884 4,010
Security deposits 1,874 1,880 1,906 2,054 2,016 2,049
Deferred costs, net 4,922 5,415 5,832 6,125 5,857 6,211
Other assets 8,869 7,140 8,218 6,418 5,939 5,213
-------------------------------------------------------------------
Total assets $456,963 $433,227 $430,712 $450,796 $443,089 $442,619
====================================================================
LIABILITIES AND SHAREHOLDERS EQUITY
Debt $218,267 $215,255 $210,040 $232,802 $223,847 $217,687
Accrued interest payable 1,127 1,230 1,159 1,568 1,511 1,137
Accrued real estate taxes 3,577 6,471 6,615 4,694 3,414 6,212
Construction costs payable 2,213 1,369 2,237 261 534 591
Security deposits and
prepaid rents 2,185 2,439 2,420 2,679 2,522 2,699
Other liabilities 1,741 1,223 1,023 870 601 1,389
-------------------------------------------------------------------
Total liabilities 229,110 227,987 223,494 242,874 232,429 229,715
-------------------------------------------------------------------
Minority interest 38,979 39,077 39,522 39,945 41,151 42,743
-------------------------------------------------------------------
Shareholders' equity
Preferred shares, $.01
par value 11
Shares of beneficial interest,
$.01 par value 118 117 117 117 116 115
Additional paid-in capital 242,927 218,752 218,685 218,393 217,713 216,577
Retained earnings (17,039) (20,705) (24,126) (28,573) (31,370) (34,424)
Dividends paid (37,143) (32,001) (26,980) (21,960) (16,950) (12,107)
-------------------------------------------------------------------
Total shareholders' equity 188,874 166,163 167,696 167,977 169,509 170,161
-------------------------------------------------------------------
Total liabilities and
shareholders' equity $456,963 $433,227 $430,712 $450,796 $443,089 $442,619
===================================================================
</TABLE>
3
<TABLE>
Amli Residential Properties Trust
Selected Quarterly Financial Information
March 31, 1996
(in thousands except for per share data)
<CAPTION>
Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31
1996 1995 1995 1995 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Total Debt $218,267 215,255 210,040 232,802 223,847 217,687
Total Debt (1) 244,149 227,204 220,260 242,051 231,767 223,495
Total Shares and Units Outstanding (2) 15,653 14,427 14,427 14,427 14,427 14,427
Value per Common Share - end of quarter $20.125 $20.00 $19.25 $19.00 $17.75 $18.75
Total Equity (Market Value) - end of quarter 315,014 288,534 277,714 274,107 256,074 270,501
Total Market Capitalization 533,281 503,789 487,754 506,909 479,921 488,188
Total Market Capitalization (1) 559,163 515,738 497,974 516,158 487,841 493,996
===============================================================
Total Revenues (3) 18,698 18,464 18,661 18,539 18,213 17,651
EBITDA (4) 10,586 10,497 10,520 10,549 10,556 10,432
FFO 7,317 6,965 6,906 6,793 6,740 6,747
FAD 6,975 6,531 6,346 6,359 6,425 6,471
Dividends 6,559 6,203 6,203 6,203 6,203 6,059
Debt service (excluding
capitalized interest) 3,060 3,320 3,372 3,529 3,558 3,384
Interest Expense 2,818 3,082 3,164 3,325 3,355 3,203
G & A Expense 596 486 446 492 508 391
Total Shares and Units
Outstanding - Wtd. Avg. 15,254 14,427 14,427 14,427 14,427 14,427
===============================================================
Debt Service Coverage Ratio 3.46 3.16 3.12 2.99 2.97 3.08
Interest Coverage Ratio 3.76 3.41 3.32 3.17 3.15 3.26
Debt as % of Total Market Capitalization 40.93% 42.73% 43.06% 45.93% 46.64% 44.59%
Debt as % of Total Market Capitalization (1) 43.66% 44.05% 44.23% 46.89% 47.51% 45.24%
EBITDA as % of Total Market Capitalization 7.94% 8.33% 8.63% 8.32% 8.80% 8.55%
FFO as % of Total Market Equity 9.29% 9.66% 9.95% 9.91% 10.53% 9.98%
G&A as % of Total Market Capitalization 0.45% 0.39% 0.37% 0.39% 0.42% 0.32%
G&A as % of Total Revenues 3.19% 2.63% 2.39% 2.65% 2.79% 2.22%
Dividends as % of FFO 89.6% 89.1% 89.8% 91.3% 92.0% 89.8%
Dividends as % of FAD 94.0% 95.0% 97.8% 97.6% 96.6% 93.6%
===============================================================
Apartment Units - Wholly Owned
In Operation 9,600 9,600 9,368 9,789 9,789 9,789
Under Development 612 612 844 720 456 456
Apartment Units - Co-Investment
In Operation 2,687 2,245 2,003 2,003 1,687 1,451
Under Development 948 948 502 502 502 502
---------------------------------------------------------------
Total Units 13,847 13,405 12,717 13,014 12,434 12,198
===============================================================
<FN>
(1) Including proportionate share of debt of Co-investment partnerships accounted for using the equity method.
(2) Including 1,100 preferred shares convertible to common shares.
(3) Excluding non-recurring gain of $960 in the third quarter of 1994 and $1,564 in the third quarter of 1995.
(4) Includes other income, net of G & A expenses.
</TABLE>
4
<TABLE>
Amli Residential Properties Trust
Debt
March 31, 1996
(in thousands)
<CAPTION>
Total Fixed Rate Tax Exempt Lehman Lehman Wachovia Harris LOC/ Citicorp/
Debt Mortgages Bonds Whole Line Line of
Loan Credit Credit Const. Loan First Chgo. Other
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dec. 31, 1994 $217,687 54,845 40,750 54,835 44,000 19,518 2,989 750
Borrowings 7,527 6,500 1,027
Repayments (1,367) (203) (1,164)
--------------------------------------------------------------------------------------------------------------
Mar. 31, 1995 $223,847 54,642 40,750 54,835 50,500 20,545 1,825 750
Borrowings 9,159 4,500 2,855 1,304 500
Repayments (204) (204)
--------------------------------------------------------------------------------------------------------------
Jun. 30, 1995 $232,802 54,438 40,750 54,835 55,000 23,400 3,129 500 750
Borrowings 21,375 13,800 7,575
Repayments (44,137) (208) (40,800) (3,129)
--------------------------------------------------------------------------------------------------------------
Sep. 30, 1995 $210,040 68,030 40,750 54,835 14,200 30,975 0 500 750
Borrowings 5,453 1,800 1,560 250 1,843
Repayments (238) (238)
--------------------------------------------------------------------------------------------------------------
Dec. 31, 1995 $215,255 67,792 40,750 54,835 16,000 32,535 250 2,343 750
Borrowings 9,504 491 5,606 3,407
Repayments (6,492) (242) (6,000) (250)
--------------------------------------------------------------------------------------------------------------
Mar. 31, 1996 $218,267 67,550 40,750 54,835 10,000 32,535 491 7,949 4,157
==============================================================================================================
Amount Capped $31,250 54,835 15,000 5,845
Capped To 2/15/97 8/1/97 4/1/97 2/5/98
Maximum Effective
Rate - Capped
Portion 4.23% 5.76% 9.35% 5.38%
===================================
Tax Exempt Bonds All-in rate reflects maximum (including all Housing Authority, Trustee, and Credit Enhancement Costs)
effective rate with 3% rate cap in place.
Lehman Whole Loan All-in rate reflects maximum effective rate with 3.875% 30 day LIBOR cap in place through August 1, 1997.
The rate on this Lehman loan is 5.76% until August 1997 and is fixed thereafter at 8.35% until maturity
on August 9, 2001. This loan is being prepaid in full in May 1996.
Lehman $39.6 Million
Line of Credit All-in rate reflects LIBOR + 185. Of the total, $15,000 has been capped based on 30 day LIBOR of 7.5%
through April 1, 1997. This loan was prepaid in full in April 1996.
Wachovia $50 Million
Line of Credit Interest at LIBOR + 150 on $23,760 and LIBOR + 175 on $8,775. $14,000 has been swapped to a 6.65% fixed
rate to February 24, 1997, $12,400 has been swapped to a 6.47% fixed rate to February 15, 1997 and $5,845
has been capped based on 30 day LIBOR of 3.875% through February 15, 1998.
</TABLE>
5
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
DEBT MATURITIES
MARCH 31, 1996
Unaudited - dollars in thousands
<CAPTION>
1996 1997 1998 1999 2000 Thereafter Total % to
Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate Mortgages $765 $24,750 $11,530 $591 $639 $29,275 $67,550 30.9%
Tax Exempt Bonds 40,750 40,750 18.7%
Lehman Whole Loan 181 574 623 678 52,779 54,835 25.1%
Lehman Line of Credit 1,667 3,333 3,333 1,667 10,000 4.6%
Wachovia Line of Credit 23,760 23,760 10.9%
Wachovia Construction Loan 8,775 8,775 4.0%
Harris Construction Loan 491 491 0.2%
Harris Line of Credit 0 0.0%
Citicorp Loan 7,949 7,949 3.6%
Other 4,157 4,157 1.9%
-------------------------------------------------------------------------
Total Loans $7,080 $28,264 $55,921 $2,881 $1,317 $122,804 $218,267 100.0%
=========================================================================
Percent to Total 3.2% 12.9% 25.6% 1.3% 0.6% 56.3% 100.0% 89.4%
=========================================================================
SHARE OF CO-INVESTMENT DEBT
Prudential Insurance (25%) 34 49 53 3,055 3,191 12.3%
Lincoln National
Insurance (15%) 13 1,364 1,377 5.3%
Prudential Insurance (15%) 8 9 10 11 967 1,005 3.9%
Allstate Life
Insurance (15%) 14 16 18 1,677 1,725 6.7%
Northwestern Mutual
Life Ins. (35%) 0 0.0%
Nationwide Life
Insurance (15%) 3 5 5 1,731 1,744 6.7%
Northwestern
Mutual Life Ins. (40%) 3,894 3,894 15.0%
Central Bank, Trustee (1%) 73 73 0.3%
Phoenix Mutual (30%)* 21 44 48 52 2,835 3,000 11.6%
Connecticut
General Life
Ins. Co. (33%) 9,823 9,823 38.0%
Erie Insurance (1%) 50 50 0.2%
-------------------------------------------------------------------------
Total Share of
Co-Investment Loans $ 47 $1,442 $123 $3,257 $86 $20,927 $25,882 100.0%
=========================================================================
Percent to Total 0.2% 5.6% 0.5% 12.6% 0.3% 80.9% 100.0% 10.6%
=========================================================================
Total Including Share of
Co-Investment Debt $7,127 $29,706 $56,045 $6,137 $1,403 $143,731 $244,149 100.0%
=========================================================================
Percent to Total 2.9% 12.2% 23.0% 2.5% 0.6% 58.9% 100.0% 100.0%
=========================================================================
<FN>
* This seven-year loan closed April 25, 1996.
</TABLE>
6
AMLI RESIDENTIAL PROPERTIES L.P. - "SAME COMMUNITY COMPARISON"
(WHOLLY-OWNED PROPERTIES)
THREE MONTHS ENDED MARCH 31, 1996 VERSUS THREE MONTHS ENDED MARCH 31, 1995
Excluding Sope IV, Autumn Chase II, Gleneagles II and Regents III
1/1/96 - 3/31/96 % 1/1/95 - 3/31/95
Amount/% Per Per Change Amount/% Per Per
Unit Sq Ft Unit Sq Ft
Weighted Avg. Occupancy
Dallas 95.0% -0.5% 95.4%
Atlanta 94.3% -2.1% 96.3%
Austin 93.7% -3.2% 96.9%
Indianapolis 93.5% 1.8% 91.9%
Eastern Kansas 91.2% -2.1% 93.1%
Chicago 92.8% -0.4% 93.1%
---------------------------------
Weighted Average 94.1% -1.1% 95.1%
=================================
Weighted Avg. Rental Rate
Dallas $614 5.2% $584
Atlanta $709 6.4% $667
Austin $651 6.6% $611
Indianapolis $566 5.0% $539
Eastern Kansas $637 4.8% $608
Chicago $889 8.2% $822
--------------------------------
Weighted Average $645 5.7% $610
================================
Total Property Revenues Per Month Per Month
Dallas $ 7,404,616 $604 $0.73 5.4% $7,026,436 $573 $0.69
Atlanta $ 4,493,106 $685 $0.73 4.3% $4,306,140 $656 $0.70
Austin $ 1,753,170 $625 $0.85 3.8% $1,689,383 $602 $0.82
Indianapolis $ 1,647,187 $551 $0.67 6.7% $1,543,642 $517 $0.63
Eastern Kansas $ 1,632,328 $599 $0.70 2.6% $1,590,374 $584 $0.68
Chicago $ 689,158 $908 $1.06 10.1% $ 625,868 $825 $0.96
----------------------------------------------------------
Total $17,619,564 $627 $0.74 5.0% $16,781,843 $597 $0.70
==========================================================
<TABLE>
<CAPTION>
Property Operating Expenses (Annualized) (Annualized)
<S> <C> <C> <C> <C> <C> <C> <C>
Dallas $ 3,323,095 $3,252 $3.93 4.9% $3,167,869 $3,100 $3.75
Atlanta $ 1,671,209 $3,055 $3.26 11.3% $1,501,980 $2,746 $2.93
Austin $ 779,309 $3,334 $4.53 13.0% $ 689,773 $2,951 $4.01
Indianapolis $ 616,755 $2,477 $3.01 15.1% $ 535,862 $2,152 $2.61
Eastern Kansas $ 608,711 $2,682 $3.12 13.9% $ 534,247 $2,354 $2.74
Chicago $ 478,678 $7,568 $8.85 9.2% $ 438,343 $6,930 $8.11
------------------------------------------------------------
Total $ 7,477,755 $3,193 $3.77 8.9% $6,868,075 $2,933 $3.46
============================================================
Operating
Efficiency 42.4% 40.9%
=====================================
Net Operating Income Per Month Per Month
Dallas $ 4,081,521 $333 $0.40 5.8% $3,858,567 $315 $0.38
Atlanta $ 2,821,897 $430 $0.46 0.6% $2,804,160 $427 $0.46
Austin $ 973,861 $347 $0.47 -2.6% $ 999,610 $356 $0.48
Indianapolis $ 1,030,432 $345 $0.42 2.2% $1,007,780 $337 $0.41
Eastern Kansas $ 1,023,618 $376 $0.44 -3.1% $1,056,127 $388 $0.45
Chicago $ 210,481 $277 $0.32 12.2% $ 187,525 $247 $0.29
-----------------------------------------------------------
Total $10,141,809 $361 $0.43 2.3% $9,913,768 $353 $0.42
===========================================================
Operating Margin 57.6% 59.1%
========================================
Capital Expenditures (Annualized) (Annualized)
Dallas $ 120,407 $118 $0.14 -21.4% $153,260 $150 $0.18
Atlanta $ 121,201 $222 $0.24 180.2% $ 43,251 $79 $0.08
Austin $ 24,458 $105 $0.14 -37.1% $ 38,872 $166 $0.23
Indianapolis $ 22,274 $89 $0.11 73.5% $ 12,838 $52 $0.06
Eastern Kansas $ 16,225 $71 $0.08 49.5% $ 10,855 $48 $0.06
Chicago $ 21,329 $337 $0.39 -41.2% $ 36,251 $573 $0.67
------------------------------------------------------------
Total $ 325,894 $139 $0.16 10.3% $295,328 $126 $0.15
============================================================
Repairs and Maintenance (Annualized) (Annualized)
Dallas $ 460,904 $451 $0.55 10.2% $418,149 $409 $0.49
Atlanta $ 210,515 $385 $0.41 23.6% $170,271 $311 $0.33
Austin $ 114,850 $491 $0.67 8.9% $105,491 $451 $0.61
Indianapolis $ 120,237 $483 $0.59 48.7% $ 80,864 $325 $0.39
Eastern Kansas $ 91,540 $403 $0.47 40.9% $ 64,970 $286 $0.33
Chicago $ 100,862 $1,595 $1.87 42.0% $ 71,025 $1,123 $1.31
------------------------------------------------------------
Total $ 1,098,907 $469 $0.55 20.7% $910,769 $389 $0.46
============================================================
Real Estate Taxes (Annualized) (Annualized)
Dallas $ 987,890 $958 $1.16 4.6% $936,137 $916 $1.11
Atlanta $ 372,504 $681 $0.73 14.4% $325,686 $595 $0.64
Austin $ 207,297 $887 $1.20 -0.8% $208,941 $894 $1.21
Indianapolis $ 179,025 $719 $0.87 0.7% $177,828 $714 $0.87
Eastern Kansas $ 194,712 $858 $1.00 10.3% $176,550 $778 $0.90
Chicago $ 144,375 $2,283 $2.67 -11.2% $162,648 $2,572 $3.01
------------------------------------------------------------
Total $ 2,076,803 $887 $1.05 4.5% $1,987,790 $849 $ 1.00
============================================================
7
</TABLE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
PROPERTY INFORMATION
As of March 31, 1996
<CAPTION>
Qtr ended
Approx Average Qtr ended 3/31/96 3/31/96
Year Year Numr Rentable Area Unit Size Average Rental Rate Average
PROPERTIES Location Acqrd Compl of Units (Sq. Ft.) (Square Feet) Per Unit Per Sq Ft Occupancy
<S> <C> <C>> <C> <C> <C> <C> <C> <C> <C>
Dallas/Ft. Worth, TX
Amli at Autumn Chase Carrollton, TX 1991 1987 226 180,868 800 $638 $0.80 93.7%
Amli at Bear Creek Euless, TX 1989 1986 350 275,010 786 571 0.73 92.5%
Amli at Beekman Place Dallas, TX 1990 1985 224 250,040 1,116 718 0.64 94.9%
Amli at Chase Oaks Plano, TX 1994 1986 250 193,736 775 655 0.85 96.5%
Amli at Gleneagles Dallas, TX 1988 1987 326 274,300 841 615 0.73 95.2%
Amli on the Green Ft. Worth, TX 1994 1990-1993 424 358,560 846 665 0.79 94.3%
Amli at Nantucket Dallas, TX 1988 1986 312 222,208 712 515 0.72 96.4%
Amli of North Dallas Dallas, TX 1989/1990 1985/1986 808 655,550 811 585 0.72 96.5%
Amli at Reflections Irving, TX 1993 1986 212 174,332 822 636 0.77 94.2%
Amli on Rosemeade Dallas, TX 1990 1987 236 205,382 870 632 0.73 94.6%
Amli on Timberglen Dallas, TX 1990 1985 260 201,198 774 556 0.72 94.1%
Amli at Valley Ranch Irving TX 1990 1985 460 389,940 848 651 0.77 94.4%
------------------------------------------------------------------
Subtotal-Dallas/Ft. Worth, TX 4,088 3,381,124 827 $614 $0.74 95.0%
------------------------------------------------------------------
Atlanta, GA
Amli at Sope Creek Marietta, GA 1982/1983 463 424,837 918 $640 $0.70 92.2%
Amli at Sope
Creek Phase IV Marietta, GA 1995 232 207,556 895 727 0.81 91.1%
Amli at Spring Creek Dunwoody, GA 1985-1988 1,180 1,080,560 916 688 0.75 94.1%
Amli at Vinings Atlanta, GA 1992 1985 208 229,708 1,104 770 0.70 96.3%
Amli at West Paces Atlanta, GA 1993 1992 337 314,707 934 844 0.90 96.2%
------------------------------------------------------------------
Subtotal-Atlanta, GA 2,420 2,257,368 933 $711 $0.76 94.0%
------------------------------------------------------------------
Austin, Texas
Amli at the Arboretum Austin, TX 1986 1983 231 178,116 771 $683 $0.89 95.1%
Amli in Great Hills Austin, TX 1991 1985 344 256,892 747 656 0.88 93.1%
Amli at Martha's Vineyrd Austin, TX 1992 1986 360 253,328 704 627 0.89 93.4%
-----------------------------------------------------------------
Subtotal-Austin, TX 935 688,336 736 $651 $0.88 93.7%
=================================================================
Eastern Kansas
Amli at Alvamar Lawrence, KS 1994 1989 152 125,800 828 $633 $0.77 94.3%
Amli at Crown Colony Topeka, KS 1994 1986 156 120,984 776 554 0.71 85.0%
Amli at Regents Center Overland Park, KS 1994 1991-1995 300 274,170 914 710 0.78 95.4%
Amli at Sherwood Topeka, KS 1994 1993 300 260,340 868 610 0.70 88.6%
-----------------------------------------------------------------
Subtotal-Eastern KS 908 781,294 860 $637 $0.74 91.2%
-----------------------------------------------------------------
Indianapolis, IN
Amli at Riverbend Indianapolis, IN 1992/1993 1983/1985 996 820,712 824 $566 $0.69 93.5%
-----------------------------------------------------------------
Chicago, IL
Amli at Park Sheridan Chicago, IL 1989 1986 253 216,315 855 $889 $1.04 92.8%
-----------------------------------------------------------------
TOTAL PROPERTIES 9,600 8,145,149 848 $647 $0.76 94.0%
===================================================================
CO-INVESTMENT PROPERTIES
Atlanta, GA
Amli at Towne Creek Gainesville, GA 1989 150 121,722 811 $615 $0.76 97.3%
Amli at Willeo Creek Roswell, GA 1995 1989 242 297,302 1,229 759 0.62 93.4%
-----------------------------------------------------------------
Subtotal-Atlanta, GA 392 419,024 1,069 $704 $0.66 94.9%
-----------------------------------------------------------------
Chicago, IL
Amli at Prairie Court Chicago, IL 1987 125 105,578 845 $1,023 $1.21 94.4%
Amli at Windbrooke Chicago, IL 1995 1987 236 213,160 903 897 0.99 99.0%
Amli at Chevy Chase Chicago, IL 1996 1988 592 480,676 812 816 1.01 91.2%
-----------------------------------------------------------------
Subtotal-Chicago, IL 953 799,414 839 $863 $1.03 93.6%
-----------------------------------------------------------------
Austin, TX
Amli at Park Place Austin, TX 1994 1985 588 397,968 677 $598 $0.88 95.6%
-----------------------------------------------------------------
Houston, TX
Amli at Champions
Centre Houston, TX 1994 1994 192 164,480 857 $723 $0.84 94.4%
Amli at Champions Park Houston, TX 1994 1991 246 221,646 901 689 0.76 85.2%
Amli at Greenwood Forest Houston, TX 1995 1995 316 310,844 984 742 0.75 84.4%
-----------------------------------------------------------------
Subtotal-Houston, TX 754 696,970 924 $720 $0.78 87.2%
-------------------------------------------------------------------
TOTAL CO-INVESTMENT PROPERTIES 2,687 2,313,376 861 $742 $0.86 92.4%
====================================================================
TOTAL 12,287 10,458,525 851 $668 $0.78 93.7%
====================================================================
</TABLE>
8
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
Acquisition Activity
First Quarter 1996
<CAPTION>
Total
Number Acquisition Percent
Closing Date Community Name City/State of Units Cost (millions) Ownership
<S> <C> <C> <C> <C> <C>
March, 1996 Amli at Chevy Chase Buffalo Grove, IL 592 45.9 33%
April, 1996 Amli at Willowbrook Willowbrook, IL 488 38.3 40%
----- -----
1,080 $84.2
===== =====
9
</TABLE>
<TABLE>
Amli Residential Properties Trust
Development Activity
First Quarter 1996
<CAPTION>
Percent
No. Total Cost Percent Constr. First Units Compl. Stabil. Constr. Percent Est.
Community Name of Units (mill.) Ownership Start Date Occupied Date Date Complete Leased Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNDER CONSTRUCTION
Atlanta, Georgia
Amli at
Sope Creek IV 232 $10.9 100% 3Q/94 2Q/95 4Q/95 1Q/96 100% 98% 12.3%
Amli at Pleasant
Hill 502 26.1 40% 3Q/94 2Q/95 3Q/96 4Q/96 87% 72% 12.5%
Amli at Barrett
Lakes 446 27.8 35% 3Q/95 4Q/96 4Q/97 2Q/98 7% N/A 10.2%
Amli at River
Park 222 15.2 40% 4Q/95 4Q/96 2Q/97 4Q/97 4% N/A 10.0%
Dallas, Texas
Amli at Autumn
Chase II 224 10.7 100% 1Q/95 4Q/95 2Q/96 4Q/96 86% 47% 11.2%
Amli at
Gleneagles II 264 13.3 100% 3Q/95 2Q/96 4Q/96 2Q/97 29% N/A 11.2%
Aurora, Illinois
Amli at Aurora
Crossing* 272 24.0 100% 2Q/96 4Q/96 4Q/97 4Q/97 0% N/A 10.0%
Overland Park,
Kansas
Amli at Regents
Center III 124 7.5 100% 3Q/95 2Q/96 3Q/96 1Q/97 8% N/A 10.2%
- ---------------------------------------------------------------------------------------------------------------------------------
Total/Average 2,286 $135.5 9.9%
=================================================================================================================================
</TABLE>
PLANNING STAGE
Atlanta, Georgia
Amli at Northwinds I 400
Dallas/Forth
Worth, Texas
Amli at
Fossil Creek* 384
Amli at Autumn
Chase III 240
Amli on
Rosemeade II 200
Austin, Texas
Amli at Wells Branch* 550
Topeka, Kansas
Amli at Crown Colony II 64
* The land for this development is wholly-owned. Amli anticipates developing
this property in partnership with an institutional investor.
Under Construction:These developments have been announced, are financed and
are currently under development.
Planning Stage:These developments are in the planning and preliminary
development stages.
10
