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, 2000
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 17,309,455 as of June 30, 2000.
<PAGE>
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999. . . . . . . . . 3
Consolidated Statements of Operations
for the three and six months ended
June 30, 2000 and 1999 . . . . . . . . . . . . . . . 5
Consolidated Statements of
Shareholders' Equity
for the six months ended
June 30, 2000. . . . . . . . . . . . . . . . . . . . 7
Consolidated Statements of Cash Flows
for the six months ended
June 30, 2000 and 1999 . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . 10
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . 33
Item 3. Quantitative and Qualitative Disclosures
About Market Risk. . . . . . . . . . . . . . . . . . 41
PART II OTHER INFORMATION
Item 4. Submission of Matters to a
Vote of Securities Holders . . . . . . . . . . . . . . 46
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 46
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
(Dollars in thousands, except share data)
JUNE 30, DECEMBER 31,
2000 1999
---------- ------------
ASSETS:
Rental apartments:
Land . . . . . . . . . . . . . . . . . $ 90,442 87,903
Depreciable property . . . . . . . . . 593,459 566,509
---------- ----------
683,901 654,412
Less accumulated depreciation. . . . . (90,951) (82,626)
---------- ----------
592,950 571,786
Rental properties held for sale,
net of accumulated depreciation. . . . -- 19,784
Properties under development . . . . . . 63,875 47,314
Investments in partnerships. . . . . . . 132,971 107,518
Cash and cash equivalents. . . . . . . . 7,165 2,318
Deferred expenses, net . . . . . . . . . 3,152 3,377
Security deposits. . . . . . . . . . . . 1,455 1,541
Notes receivable from and advances
to Service Companies . . . . . . . . . 33,787 35,717
Other assets . . . . . . . . . . . . . . 17,587 15,263
---------- ----------
Total assets $ 852,942 804,618
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Debt (note 5). . . . . . . . . . . . . . $ 393,168 369,541
Accrued interest payable . . . . . . . . 1,793 1,743
Accrued real estate taxes payable. . . . 7,989 9,999
Construction costs payable . . . . . . . 1,666 2,068
Security deposits and prepaid rents. . . 2,952 2,807
Other liabilities. . . . . . . . . . . . 2,944 3,606
---------- ----------
Total liabilities. . . . . . . 410,512 389,764
---------- ----------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS - CONTINUED
JUNE 30, DECEMBER 31,
2000 1999
---------- ------------
Commitments and contingencies (note 6)
Minority interest. . . . . . . . . . . . 57,181 57,813
---------- ----------
SHAREHOLDERS' EQUITY:
Series A Cumulative Convertible
Preferred shares of beneficial
interest, $0.01 par value,
1,500,000 authorized, 1,200,000
issued and 850,000 outstanding
(aggregate liquidation preference
of $17,168 and $17,162,
respectively) . . . . . . . . . . . . . 9 9
Series B Cumulative Convertible
Preferred shares of beneficial
interest, $0.01 par value,
3,125,000 authorized, issued
and outstanding (aggregate
liquidation preference
of $76,438) . . . . . . . . . . . . . . 31 31
Shares of beneficial interest,
$0.01 par value, 145,375,000
authorized, 17,309,455 and
16,996,138 common shares issued
and outstanding, respectively . . . . . 173 170
Additional paid-in capital . . . . . . . 427,352 421,989
Employees' and Trustees' notes . . . . . (11,846) (12,000)
Dividends paid in excess
of earnings . . . . . . . . . . . . . . (30,470) (53,158)
---------- ----------
Total shareholders'
equity . . . . . . . . . . . 385,249 357,041
---------- ----------
Total liabilities and
shareholders' equity . . . . $ 852,942 804,618
========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
(Dollars in thousands, except share data)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Property:
Rental . . . . . . . . . . . . . . . . . . . . . $ 26,775 27,281 53,049 53,976
Other. . . . . . . . . . . . . . . . . . . . . . 1,658 1,757 3,195 3,326
Interest and share of income (loss)
from Service Companies . . . . . . . . . . . . . 2,995 1,037 3,826 1,676
Other interest . . . . . . . . . . . . . . . . . . 254 365 609 692
Income from partnerships . . . . . . . . . . . . . 1,332 923 2,517 1,673
Other. . . . . . . . . . . . . . . . . . . . . . . 1,083 1,598 1,726 2,071
-------- -------- -------- --------
Total revenues . . . . . . . . . . . . . . 34,097 32,961 64,922 63,414
-------- -------- -------- --------
Expenses:
Personnel. . . . . . . . . . . . . . . . . . . . . 2,806 2,700 5,549 5,343
Advertising and promotion. . . . . . . . . . . . . 571 651 1,092 1,270
Utilities. . . . . . . . . . . . . . . . . . . . . 726 906 1,499 1,928
Building repairs and maintenance
and services . . . . . . . . . . . . . . . . . . 1,449 1,552 2,830 2,844
Landscaping and grounds maintenance. . . . . . . . 662 665 1,216 1,259
Real estate taxes. . . . . . . . . . . . . . . . . 3,485 3,508 6,827 6,928
Insurance. . . . . . . . . . . . . . . . . . . . . 228 221 458 421
Property management fees . . . . . . . . . . . . . 711 727 1,406 1,434
Other operating expenses . . . . . . . . . . . . . 356 365 655 630
Interest . . . . . . . . . . . . . . . . . . . . . 6,248 5,625 11,890 10,941
Amortization of deferred costs . . . . . . . . . . 121 97 239 208
Depreciation . . . . . . . . . . . . . . . . . . . 5,026 4,394 9,992 9,184
General and administrative . . . . . . . . . . . . 930 948 1,858 1,994
-------- -------- -------- --------
Total expenses . . . . . . . . . . . . . . 23,319 22,359 45,511 44,384
-------- -------- -------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
Income before nonrecurring gains
and minority interest. . . . . . . . . . . . . . . 10,778 10,602 19,411 19,030
Gains on sales of residential properties . . . . . . 8,151 -- 30,467 --
-------- -------- -------- --------
Income before minority interest. . . . . . . . . . . 18,929 10,602 49,878 19,030
Minority interest. . . . . . . . . . . . . . . . . . 2,835 1,513 7,856 2,661
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . 16,094 9,089 42,022 16,369
Less income attributable to preferred shares . . . . 1,829 1,789 3,658 3,662
-------- -------- -------- --------
Net income attributable to
common shares. . . . . . . . . . . . . . $ 14,265 7,300 38,364 12,707
======== ======== ======== ========
Net income per common share - basic . . . . . . . . $ .83 .43 2.25 .75
======== ======== ======== ========
Net income per common share - diluted. . . . . . . . $ .76 .43 1.99 .75
======== ======== ======== ========
Dividends declared and paid per common share . . . . $ .47 .45 .93 .90
======== ======== ======== ========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2000
(Dollars in thousands)
<CAPTION>
SHARES OF EMPLOYEES' DIVIDENDS
BENEFICIAL INTEREST ADDITIONAL AND PAID
-------------------- PAID-IN TRUSTEES' IN EXCESS
SHARES AMOUNT CAPITAL NOTES OF EARNINGS TOTAL
------- ------ ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1999. . . . . 20,971,138 $210 421,989 (12,000) (53,158) 357,041
Shares issued in
connection with:
Executive Share
Purchase Plan. . . . . . 5,821 -- 126 -- -- 126
Employees' and
Trustees' notes,
net of repayments. . . . -- -- -- 154 -- 154
Units converted
to shares. . . . . . . . 307,496 3 5,245 -- -- 5,248
Reallocation of
minority interest. . . . . -- -- (8) -- -- (8)
Earnings in excess of
dividends paid . . . . . . -- -- -- -- 22,688 22,688
---------- ---- ------- ------- ------- -------
Balance at
June 30, 2000. . . . . . . 21,284,455 $213 427,352 (11,846) (30,470) 385,249
========== ==== ======= ======= ======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
(Dollars in thousands)
2000 1999
-------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . $ 42,022 16,369
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization. . . . . . . 10,231 9,392
Cash distributions from partnerships
in excess of share of income . . . . . . 3,133 1,420
(Income) loss from Service Companies . . . (1,415) 426
Gains on sales of residential properties
in 2000 and sale of land parcel
in 1999. . . . . . . . . . . . . . . . . (30,467) (281)
Minority interest. . . . . . . . . . . . . 7,856 2,661
Changes in assets and liabilities:
Increase in deferred costs . . . . . . . . (98) (144)
Decrease (increase) in
security deposits. . . . . . . . . . . . 86 (134)
(Increase) decrease in other assets. . . . (2,187) 756
Decrease in accrued real estate taxes. . . (2,010) (1,626)
Increase in accrued interest payable . . . 50 155
Increase (decrease) in tenant security
deposits and prepaid rents . . . . . . . 145 (102)
Decrease in other liabilities. . . . . . . (662) (250)
-------- -------
Net cash provided by
operating activities . . . . . . . . 26,684 28,642
-------- -------
Cash flows from investing activities:
Net cash proceeds from sales of
residential properties in 2000 and
sale of land parcel in 1999. . . . . . . . . 64,862 1,451
Investments in partnerships. . . . . . . . . . (23,774) (5,999)
Repayments from (advances to) affiliates . . . 7,718 (11,816)
Earnest money deposits . . . . . . . . . . . . (3,970) (435)
Acquisition properties . . . . . . . . . . . . (43,727) (359)
Capital expenditures - rehab properties. . . . (3,869) (2,047)
Capital expenditures - other properties. . . . (1,983) (2,306)
Properties under development, net of
co-investors' share of costs . . . . . . . . (18,018) (2,878)
Decrease in construction costs payable . . . . (402) (1,401)
-------- -------
Net cash used in
investing activities . . . . . . . . (23,163) (25,790)
-------- -------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
-------- --------
Cash flows from financing activities:
Debt proceeds, net of financing costs. . . . . 230,000 120,784
Debt repayments. . . . . . . . . . . . . . . . (206,373) (105,834)
Proceeds from issuance of Executive
Share Purchase Plan shares, net of
Employees' and Trustees' notes . . . . . . . 280 450
Distributions to partners. . . . . . . . . . . (3,247) (3,186)
Dividends paid . . . . . . . . . . . . . . . . (19,334) (18,829)
-------- -------
Net cash provided by (used in)
financing activities . . . . . . . . 1,326 (6,615)
-------- -------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . 4,847 (3,763)
Cash and cash equivalents at
beginning of period. . . . . . . . . . . . . . 2,318 4,546
-------- -------
Cash and cash equivalents at
end of period. . . . . . . . . . . . . . . . . $ 7,165 783
======== =======
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other interest,
net of amounts capitalized . . . . . . . . . $ 11,840 10,786
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(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, 2000 and December 31, 1999 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, 1999 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results for the three and six months ended June 30, 2000
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 87% majority interest in the Operating
Partnership at June 30, 2000. 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'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 generally accepted accounting principles.
Actual amounts realized or paid could differ from these estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Real Estate Assets
At June 30, 2000, the Company has four communities under rehab
namely, AMLI at Riverbend, AMLI at Spring Creek, AMLI at North Dallas and
AMLI at Valley Ranch. Through June 30, 2000, the Company has spent $11,120
on rehab of these four properties. All costs (except costs to routinely
paint the interiors of units at turnover) associated with a rehab are
capitalized and depreciated over their policy lives.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Properties Under Development
Land being planned for development and all apartment homes in a new
community or new phase are reported as "Properties under development" until
the entire community or new phase is substantially complete and stabilized
(generally 95% occupancy). Upon stabilization, all apartment homes in the
community or new phase are reported as "Rental properties".
Regardless of whether or not 95% occupancy is achieved, a community
or new phase will be reported as "Rental properties" no later than six
months following substantial completion of construction.
At June 30, 2000, the Company's properties under development include
parcels of land in the initial phase of development on which physical
construction will commence later this year or in 2001. Properties under
development are as follows:
<PAGE>
<TABLE> AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
NUMBER NUMBER TOTAL
OF OF EXPENDED
COMMUNITY LOCATION ACRES UNITS THRU 6/30/00
--------- -------- ------ ------ ------------
<S> <C> <C> <C> <C>
Wholly-Owned:
Development Communities:
AMLI:
at Bent Tree II (1) Dallas, TX 10 200 $ 12,913
at Kings Harbor Houston, TX 15 300 4,085
--- ----- --------
Total Development Communities 25 500 16,998
--- ----- --------
Land Held for Development:
AMLI:
at Champions II (2) Houston, TX 14 288 2,856
at Mesa Ridge (2) Ft. Worth, TX 27 520 4,328
at Fossil Lake (2) Ft. Worth, TX 19 324 3,223
at Fossil Lake II (2) Ft. Worth, TX 15 240 2,291
at Prairie Lakes I Noblesville, IN 17 228 1,013
at Prairie Lakes II-IV Noblesville, IN 103 1,100 5,259
at Milton Park (2) Atlanta, GA 21 449 3,717
at Anderson Mill (2) Austin, TX 39 520 4,222
at Downtown Austin (2) Austin, TX 2 218 6,200
at Parmer (2) Austin, TX 28 480 3,413
at Vista Ridge (2) City of Lewisville, TX 15 340 3,023
at Cambridge Square (2) Overland Park, KS 34 408 4,244
at Westwood Ridge (2) Overland Park, KS 30 428 3,088
--- ----- --------
Total Land Held for
Development 364 5,543 46,877
--- ----- --------
Total Wholly-Owned 389 6,043 63,875
--- ----- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NUMBER NUMBER TOTAL
OF OF EXPENDED
COMMUNITY LOCATION ACRES UNITS THRU 6/30/00
--------- -------- ------ ------ ------------
Co-Investments
(Company Ownership Percentage):
Development Communities:
AMLI:
at Mill Creek (25%) Gwinnett County, GA 33 400 8,514
at Lost Mountain (75%) Paulding County, GA 17 164 7,546
at Park Bridge (25%) Atlanta, GA 35 352 17,611
at Monterey Oaks (25%) Austin, TX 26 430 26,758
at St. Charles (25%) St. Charles, IL 25 400 42,305
Creekside (25%) Overland Park, KS 12 224 15,775
at Wynnewood Farms (25%) Overland Park, KS 20 232 17,970
at Regents Crest II (25%) Overland Park, KS 6 108 7,825
at Castle Creek (40%) Indianapolis, IN 16 276 19,985
at Lake Clearwater (25%) Indianapolis, IN 11 216 16,113
at Summit Ridge (25%) Lee's Summit, MO 24 432 20,747
--- ----- --------
Total Development
Communities 225 3,234 201,149
--- ----- --------
Land Held for Development:
AMLI:
at Peachtree City II (20%) Peachtree City, GA 21 216 3,639
--- ----- --------
Total Land Held for
Future Development 21 216 3,639
--- ----- --------
Total Co-Investments 246 3,450 204,788
--- ----- --------
Total Wholly-Owned
and Co-Investments 635 9,493 $268,663
=== ===== ========
<FN>
(1) This property is substantially complete at June 2000 and is anticipated to be substantially leased in the
third quarter of this year.
(2) It is the Company's intention to develop these land parcels in additional partnerships with one or more
institutional investors.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Acquisition
The table below summarizes the properties acquired by the Company during 1999-2000:
<CAPTION>
Company
Percen- Year
tage Number Com-
Owner- of pleted Date Purchase Total
Community ship Units (1) Acquired Price Debt Equity
--------- -------- -------- -------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
WHOLLY-OWNED:
AMLI:
at StoneHollow
Austin, TX (2) . . 100% 606 1997 02/13/00 $ 36,806 -- 36,806
at Towne Creek
Gainesville,
GA (2)(3). . . . . 100% 150 1989 02/08/00 6,617 -- 6,617
------ -------- ------ -------
756 43,423 -- 43,423
------ -------- ------ -------
CO-INVESTMENTS:
AMLI:
on Spring Mill. . . 20%
Indianapolis,. . . (Resi-
IN (4) . . . . . . idual) 400 1999 06/30/99 29,475 -- 29,475
at Prestonwood
Hills
Dallas, TX . . . . 45% 272 1997 08/12/99 17,650 11,649 6,001
at Windward Park
Alpharetta, GA . . 45% 328 1999 08/26/99 27,485 18,183 9,302
at Oak Bend
Lewisville, TX . . 40% 426 1997 10/26/99 25,250 18,834 6,416
Midtown
Houston, TX. . . . 45% 419 1998 01/13/00 33,250 21,945 11,305
on Frankford
Dallas, TX . . . . 45% 582 1998 06/26/00 38,819 25,710 13,109
at Peachtree
City I
Fayette County,
GA (5) . . . . . . 20% 312 1998 06/29/00 28,630 -- 28,630
------ -------- ------ -------
2,739 200,559 96,321 104,238
------ -------- ------ -------
3,495 $243,982 96,321 147,661
====== ======== ====== =======
<PAGE>
<FN>
(1) These acquisitions and the dispositions of older communities resulted in a lower weighted average age and
improved portfolio of apartment homes.
(2) These acquisitions completed a deferred third party exchange for Federal income tax purposes.
(3) The Company acquired the 99% interest in the community that it did not already own.
(4) The Company paid $1.3 million for the general partnership interest in the partnership.
(5) 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.
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 sale 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.
</TABLE>
<PAGE>
<TABLE> AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The table below summarizes the properties sold by the Company during 1999-2000.
<CAPTION>
Net
Operating
Income in
Twelve
Company Months
Percen- Costs Immediately
tage Date Before Prior to
Owner- Number Acquired/ Date Depre- Sale Net Date of
Community ship of Units Developed Sold ciation Price Proceeds Gain Sale
--------- -------- -------- --------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WHOLLY-OWNED:
AMLI at:
Park Sheridan
Chicago, IL 100% 253 09/01/89 10/12/99 $11,186 23,500 23,088 15,102 1,586
Crown Colony
Topeka, KS 100% 220 10/18/94-
06/30/97 10/14/99 10,239 11,288 11,194 1,959 1,027
Sherwood
Topeka, KS 100% 300 10/18/94 10/14/99 14,130 14,962 14,832 2,434 1,560
Sope Creek
Marietta, GA (1) 100% 695 1982/83/95 02/03/00 27,604 42,500 42,105 22,316 4,014
Peachtree
City I (2)
Fayette
County, GA 100% 312 1998 06/29/00 16,062 22,904 22,878 8,151 2,084
----- ------- ------- ------- ------- -------
1,780 79,221 115,154 114,097 49,962 10,271
----- ------- ------- ------- ------- -------
<PAGE>
Net
Operating
Income in
Twelve
Company Months
Percen- Costs Immediately
tage Date Before Prior to
Owner- Number Acquired/ Date Depre- Sale Net Date of
Community ship of Units Developed Sold ciation Price Proceeds Gain Sale
--------- -------- -------- --------- -------- -------- -------- -------- -------- -----------
CO-INVESTMENTS:
AMLI at:
Park Place
Austin, TX 25% 588 05/16/94 12/15/99 21,419 25,750 24,832 6,001 2,396
Prairie Court
Chicago, IL 1% 125 09/01/87 08/16/99 9,129 13,500 12,850 6,717 911
----- -------- ------- ------- ------- -------
713 30,548 39,250 37,682 12,718 3,307
----- -------- ------- ------- ------- -------
2,493 $109,769 154,404 151,779 62,680 13,578
===== ======== ======= ======= ======= =======
<FN>
(1) The net proceeds from this sale were used to acquire AMLI at StoneHollow and AMLI at Towne Creek which
completed the 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.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In addition, on April 28, 1999, the Company completed the sale of a
19.7 acre land parcel for cash of $1,477, resulting in a gain on sale of
$281. AMLI had originally planned to build an additional phase to an
existing apartment community on this land. AMLI subsequently determined
that value would be maximized through the sale of the vacant land.
Interest Rate Limitation Contracts
The Company has used 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 June 30, 2000, the Company was a party to seven interest rate swap
agreements which require the Company to pay to or receive from
counterparties on a monthly basis the amounts, if any, by which the
Company's interest costs on the fixed rate basis differs from the interest
payments required on certain floating rate debt.
The Company is exposed to credit losses in the event of
nonperformance by the counterparties to its interest rate swaps. The
Company does not obtain collateral or other security to support financial
instruments subject to credit risk but monitors the credit standing of
counterparties. The Company anticipates, however, that the counterparties
will be able to fully satisfy their obligations under the contracts.
The following summarizes certain information pursuant to interest
rate swap contracts at June 30, 2000.
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
Approximate
Value or
Cumulative (Liability)
Notional Fixed Term of Contract Cash at June 30,
Amount Rate(1) Contract Maturity Paid, Net 2000 (2)
-------- ------- -------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
$ 75,000 7.112% 1 year 05/10/01 $ 45 (145)
10,000 6.216% 5 years 11/01/02 178 165
10,000 6.029% 5 years 11/01/02 129 207
20,000 6.145% 5 years 02/15/03 293 396
10,000 6.070% 5 years 02/18/03 129 217
15,000 6.405% 5 years 09/20/04 55 307
10,000 6.438% 5 years 10/04/04 35 195
-------- ---- -----
$150,000 $864 1,342
======== ==== =====
<FN>
(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 received or paid as of June 30, 2000 if these
contracts were terminated. This amount is not recorded as an asset or a liability in the accompanying balance
sheet as of June 30, 2000.
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as clarified by Statement of Financial Accounting Standards No. 138 on the same subject, becomes
effective for all fiscal quarters for fiscal years beginning after June 15, 2000 and is not expected to have a
material impact on the Company's financial statements.
</TABLE>
<PAGE>
<TABLE>
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:
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
---------- ----------- ---------- ----------
<S> <S> <S> <S> <S>
Net income . . . . . . . . . . . . . . $ 16,094 9,089 42,022 16,369
Less income attributable to
preferred shares . . . . . . . . . . (1,829) (1,789) (3,658) (3,662)
---------- ---------- ---------- ----------
Income before extraordinary item
attributable to common shares
- Basic. . . . . . . . . . . . . . . $ 14,265 7,300 38,364 12,707
========== ========== ========== ==========
Income before extraordinary items -
- Diluted. . . . . . . . . . . . . . $ 16,094 9,089 42,022 16,369
========== ========== ========== ==========
Weighted average common shares
- Basic. . . . . . . . . . . . . . . 17,159,007 16,975,558 17,090,029 16,858,332
========== ========== ========== ==========
Dilutive Options and Other Plan
shares . . . . . . . . . . . . . . . 139,866 77,053 96,963 57,760
Convertible preferred shares . . . . . 3,975,000 N/A (1) 3,975,000 N/A (1)
---------- ---------- ---------- ----------
Weighted average common shares
- Dilutive . . . . . . . . . . . . . 21,273,873 17,052,611 21,161,992 16,916,092
========== ========== ========== ==========
Earnings per share before extra-
ordinary items:
Basic. . . . . . . . . . . . . . . $ .83 .43 2.25 .75
Diluted. . . . . . . . . . . . . . $ .76 .43 1.99 .75
========== ========== ========== ==========
<FN>
(1) In 1999, convertible preferred shares were anti-dilutive.
</TABLE>
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
3. INVESTMENTS IN PARTNERSHIPS AND SERVICE COMPANIES
INVESTMENTS IN PARTNERSHIPS
At June 30, 2000, 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 $394 for the six months ended June 30, 2000.
Investments in partnerships at June 30, 2000 and the Company's 2000 share
of income or loss for the six months then ended from each are summarized as
follows:
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
<CAPTION>
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
--------- ---------- ------- ----- --------- ---------- ----- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMLI:
at Greenwood
Forest 15% $ 15,888 4,151 623 605 36 6 34
at Champions
Park 15% 11,735 2,847 427 427 57 9 26
at Champions
Centre 15% 8,871 2,131 320 320 (26) (4) 20
at Windbrooke 15% 16,365 4,486 673 673 215 32 37
at Willeo Creek 30% 13,997 4,254 1,276 1,276 137 41 78
at Pleasant Hill 40% 24,512 9,081 3,603 3,167 570 259 167
at Barrett Lakes 35% 24,996 8,106 2,837 2,943 412 144 159
at Chevy Chase 33% 42,583 13,053 4,297 4,297 945 312 215
at Willowbrook 40% 35,318 10,874 4,350 4,267 510 204 235
at River Park 40% 13,945 4,891 1,957 1,913 262 105 89
at Fox Valley 25% 23,290 22,724 5,681 5,866 634 158 93
at Fossil Creek 25% 20,385 19,921 4,980 5,071 754 188 91
at Danada Farms 10% 45,666 19,991 1,999 1,990 852 85 69
at Verandah 35% 22,774 5,492 1,966 2,023 (45) 21 197
at Northwinds 35% 52,532 17,716 6,200 6,042 887 311 315
at Regents Crest 25% 32,068 16,011 4,010 4,091 105 69 112
at Oakhurst North 25% 42,219 41,464 10,366 10,367 405 101 170
at Wells Branch 25% 33,440 32,733 8,183 7,628 1,172 293 144
on the Parkway 25% 15,234 4,392 1,095 791 85 22 72
on Timberglen 40% 10,596 3,786 1,529 151 (19) 14 95
at Castle Creek 40% 19,878 18,764 7,506 7,670 (173) (69) 98
at Lake Clear-
water 25% 16,039 15,273 3,818 3,871 (18) (4) 61
Creekside 25% 15,592 15,000 3,750 3,877 (234) (59) 48
at Deerfield 25% 17,314 4,459 1,137 951 (155) (13) 72
at Wynnewood
Farms 25% 17,887 16,419 4,105 4,153 (192) (44) 54
<PAGE>
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% 26,821 23,672 5,918 5,999 (137) (34) 28
at St. Charles 25% 42,813 38,822 9,705 9,732 263 66 122
at Park Bridge 25% 17,618 14,333 3,583 3,650 (67) (17) 7
at Mill Creek 25% 8,528 8,200 2,050 2,123 (1) -- --
at Lost Mountain 75% 8,227 481 501 604 (83) (61) 32
on Spring Mill 20%
(Residual) 29,666 28,994 -- 1,294 707 -- --
at Prestonwood
Hills 45% 18,089 6,220 2,833 2,830 100 66 107
at Windward Park 45% 28,098 9,680 4,411 4,407 168 109 165
at Summit Ridge 25% 20,885 (69) (17) (190) (69) (17) 10
at Oak Bend 40% 25,582 6,146 2,420 2,420 119 63 131
Midtown 45% 34,519 11,965 5,456 5,441 237 151 187
on Frankford 45% 40,378 13,995 6,356 6,336 (16) (6) 28
at Peachtree
City I 20% 29,389 29,163 5,833 3,747 (42) 3 --
at Peachtree
City II 20% 3,639 1,000 200 148 -- -- --
-------- ------- ------- ------- ----- ----- ------
927,376 510,621 135,937 132,971 8,355 2,504 3,568
-------- ------- ------- ------- -----
Other -- -- -- -- -- 13 --
-------- ------- ------- ------- ----- ----- ------
$927,376 510,621 135,937 132,971 8,355 2,517 3,568
======== ======= ======= ======= ===== ===== ======
</TABLE>
<PAGE>
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 two debt financings have been obtained at fixed rates from
various insurance companies on behalf of these co-investment partnerships.
The following summarizes co-investment debt at June 30, 2000:
Total Outstanding Interest
Community Commitment at 6/30/00 Rate Maturity
--------- ---------- ----------- -------- --------
AMLI:
at Champions Centre $ 6,700 6,485 8.93% January 2002
at Champions Park 9,500 8,630 7.49% January 2002
at Windbrooke 11,500 11,250 9.24% February 2002
at Greenwood Forest 11,625 11,390 8.95% May 2002
at Peachtree City II 19,170 2,576 L+1.875 June 2002
at Summit Ridge 18,954 17,394 L+1.75% December 2002
at Chevy Chase 29,767 28,135 6.67% April 2003
at Willeo Creek 10,000 9,475 6.77% May 2003
at Willowbrook 24,500 23,389 7.785% May 2003
at Regents Crest 16,500 15,611 7.50% December 2003
at Verandah 16,940 16,661 7.55% April 2004
on Timberglen 6,770 6,577 7.70% June 2004
at Prestonwood Hills 11,649 11,564 7.17% August 2006
at Windward Park 18,183 18,054 7.27% August 2006
at Oak Bend 18,834 18,754 7.81% December 2006
at Deerfield 12,600 12,552 7.56% January 2007
Midtown 21,945 21,862 7.52% January 2007
at Danada Farms 24,500 24,205 7.33% March 2007
at Pleasant Hill 15,500 14,871 9.15% March 2007
on Frankford 25,710 25,710 8.25% June 2007
at River Park 9,100 8,823 7.75% June 2008
on the Parkway 10,800 10,552 6.75% January 2009
at Barrett Lakes 16,680 16,371 8.50% December 2009
at Northwinds 33,800 33,800 8.25% October 2010
at Lost Mountain 10,252 7,095 6.84% November 2040
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
Summarized combined financial information of the Service Companies at
and for the six months ended June 30, 2000 and 1999 follows:
2000 1999
------- -------
Income (1) $11,467 8,138
General and adminis-
trative expenses (5,979) (5,863)
------- -------
EBITDA 5,488 2,275
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
2000 1999
------- -------
Interest (2,232) (1,639)
Depreciation (912) (737)
Income taxes (858) 20
------- -------
Income (loss) (2)(3) $ 1,486 (81)
======= =======
Total assets $50,649 43,772
======= =======
(1) Net of construction and landscaping costs.
(2) Net of tax effect includes $207 in amortization of goodwill
in both years.
(3) The Company's share of income in 2000 (including the
recognition of $379 of intercompany profit previously eliminated) includes
$2,621 in after tax gains from sales of non-multi-family residential land.
Substantially all interest expense of the Service Companies results
from notes payable to the Company at interest rates ranging from 9.5% to
13.0%. Interest and share of income from Service Companies as included in
the accompanying Consolidated Statements of Operations is reconciled below:
June 30,
------------------
2000 1999
------ ------
Intercompany interest expensed . . . . . . . $ 2,232 1,639
Intercompany interest capitalized. . . . . . 179 463
Income (loss). . . . . . . . . . . . . . . . 1,486 (81)
Intercompany eliminations and
minority interests, net. . . . . . . . . . (71) (345)
------- ------
$ 3,826 1,676
======= ======
4. RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2000 and 1999, the Company
accrued or paid to its affiliates fees and other costs and expenses as
follows:
2000 1999
------ -----
Management fees $1,406 1,434
General contractor fees 104 162
Interest expense 275 274
Landscaping and grounds maintenance 1,033 428
====== =====
In addition, at June 30, 2000 and December 31, 1999, the Company owed
Amli Residential Construction, Inc. $737 and $2,068, respectively, for
construction costs of communities under development.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
During the six months ended June 30, 2000 and 1999, the Company
earned or received from its affiliates other income as follows:
2000 1999
------ -----
Development fees $ 955 1,479
Acquisition fees 475 --
Asset management fees 296 302
Accounting and administrative fees -- 9
Interest on advances to other
affiliates 143 212
Interest on notes and advances
to Service Companies 2,411 2,102
====== =====
In addition, during the six months ended June 30, 2000 and 1999,
total revenues of $1,241 and $1,395, respectively, were generated from
leases to AMLI Corporate Homes ("ACH"), a division of one of the Service
Companies.
<PAGE>
<TABLE>
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.
<CAPTION>
Balance Balance
Original at Interest Maturity at
Encumbered Communities Amount 6/30/00 Rate Date 12/31/99
---------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
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+1.15% 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 12,370 7.00% 6/15/03 12,498
AMLI at Riverbend 31,000 29,022 7.30% 7/1/03 29,307
AMLI in Great Hills 11,000 10,302 7.34% 7/1/03 10,402
AMLI at Valley Ranch 11,500 10,101 7.625% 7/10/03 10,229
AMLI at Nantucket 7,735 7,514 7.70% 6/1/04 7,573
AMLI at Bishop's Gate 15,380 14,665 (2) 8/1/05 14,803
AMLI at Regents Center 20,100 19,363 (3) 9/1/05 19,463
AMLI on the Green/AMLI of North Dallas (4) 43,234 40,769 7.789% 5/1/06 41,120
AMLI at Clairmont 12,880 12,817 6.95% 2/15/08 12,880
AMLI at Park Creek 10,322 10,245 7.875% 12/1/38 10,266
-------- ------- --------
Total Mortgage Notes Payable 176,426 167,168(5) 168,541
-------- ------- --------
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Balance Balance
Original at Interest Maturity at
Encumbered Properties Amount 6/30/00 Rate Date 12/31/99
--------------------- -------- -------- -------- -------- --------
OTHER NOTES PAYABLE:
Unsecured line of credit (6)(7) 250,000 170,000 L+1.05% 10/11/02 145,000
Note payable to Service Company 5,000 5,000 10.00% 1/1/03 5,000
Unsecured note payable to Service Company 750 750 4.00% Demand 750
-------- ------- --------- ------- -------
Total Other Notes Payable 255,750 175,750 150,750
-------- ------- -------
Total $482,426 393,168 369,541
======== ======= =======
<FN>
(1) The terms of these tax-exempt bonds require that a portion of the apartment units be leased to individuals
who qualify based on income levels specified by the U.S. Government. The bonds bear interest at a variable rate
that is adjusted weekly based upon the remarketing rate for these bonds (4.25% for AMLI at Spring Creek and 4.35%
for AMLI at Poplar Creek at July 26, 2000). 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.
(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, 2000, the
unamortized discount amount is $393.
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(5) All but $20,863 of the total is non-recourse to the partners of the Operating Partnership.
(6) The Company has used interest rate swaps on $150,000 of the outstanding amount to fix its base interest rate
(before current lender's spread) at an average of 6.67%.
(7) The Company's unsecured line of credit has been provided by a group of eight banks led by Wachovia Bank,
N.A. and Bank One, N.A. In October 1999, the Company increased the line of credit by $50,000 to $250,000,
expandible to $300,000, and extended the maturity of the line of credit by one year to October 2002 with two one-
year renewal options. In addition, the interest rate, which is based in part on the credit rating assigned to
unsecured borrowings, increased to LIBOR plus 1.05% from LIBOR plus 0.90%. 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.
</TABLE>
<PAGE>
<TABLE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
As of June 30, 2000, the scheduled maturities of the Company's debt are as follows:
<CAPTION>
FIXED RATE
MORTGAGE NOTES
NOTES PAYABLE UNSECURED PAYABLE TO
BOND TO FINANCIAL LINES SERVICE
FINANCINGS INSTITUTIONS OF CREDIT COMPANIES TOTAL
---------- ------------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
2000 . . . . . . . . . . . . . . . . . . $ -- 1,437 -- 750 2,187
2001 . . . . . . . . . . . . . . . . . . -- 3,039 -- -- 3,039
2002 . . . . . . . . . . . . . . . . . . 50,250 3,273 170,000 -- 223,523
2003 . . . . . . . . . . . . . . . . . . -- 60,117 -- 5,000 65,117
2004 . . . . . . . . . . . . . . . . . . -- 8,933 -- -- 8,933
Thereafter . . . . . . . . . . . . . . . -- 90,369 -- -- 90,369
------- ------- ------- ------- -------
$50,250 167,168 170,000 5,750 393,168
======= ======= ======= ======= =======
</TABLE>
<PAGE>
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.
The Company has contracted to acquire, on behalf of a new co-
investment partnership, a recently-constructed 483 unit apartment
community in suburban Chicago. The $52,000 purchase price is subject to
adjustment and is anticipated to be financed in part by a new ten year
fixed rate first mortgage loan. The acquisition is anticipated to close on
February 1, 2001. In connection with the prospective debt financing, the
co-investment partnership has acquired a Treasury Lock fixing the ten-year
Treasury rate at approximately 6.34%. At June 30, 2000, it would have cost
the co-investment partnership approximately $824 to terminate the Treasury
Lock.
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,
------------------------
2000 1999
---------- ----------
Multifamily segment revenues (1) . . . . . . . . . $ 111,415 97,394
========== ==========
Multifamily segment net operating income (1) . . . $ 67,953 56,465
Reconciling items to FFO:
Reduce co-investment net operating income
to Company's share (2) . . . . . . . . . . . . (27,156) (17,171)
Interest income and share of income (loss)
from Service Companies . . . . . . . . . . . . 4,033 1,883
Other interest income. . . . . . . . . . . . . . 609 692
Other revenues . . . . . . . . . . . . . . . . . 1,726 2,071
General and administrative expenses. . . . . . . (1,858) (1,994)
Interest expense and loan cost amortization. . . (12,129) (11,149)
---------- ----------
Consolidated FFO before minority interest. . . . . 33,178 30,797
---------- ----------
Reconciling items to net income:
Depreciation - wholly owned properties . . . . . (9,992) (9,184)
Depreciation - share of co-investment
properties . . . . . . . . . . . . . . . . . . (3,568) (2,376)
Share of Service Company's goodwill
amortization . . . . . . . . . . . . . . . . . (207) (207)
Gain on sale of residential property . . . . . . 30,467 --
---------- ----------
Income before minority interest and
extraordinary items. . . . . . . . . . . . . . . 49,878 19,030
Minority interest. . . . . . . . . . . . . . . . . 7,856 2,661
---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . $ 42,022 16,369
========== ==========
<PAGE>
AMLI RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
June 30, December 31,
2000 1999
---------- ------------
Segment assets (1) (3) . . . . . . . . . . . . . . $1,542,742 1,462,051
========== ==========
(1) In 2000, represents all properties in which the Company has an
ownership interest; in 1999, excludes AMLI at Prairie Court and AMLI at
Towne Creek, in which the Company had a 1% GP interest.
(2) Represents amount required to reduce co-investment properties' net
operating income to the Company's share of net operating income from
partnerships.
(3) 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.
<PAGE>
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, 2000 and December 31, 1999 and for the three and six months
ended June 30, 2000 and 1999.
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, 2000, the Company owned an 87% 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. At June 30, 2000, the Company owned
21,284,455 OP Units and the limited partners owned 3,260,020 OP Units. The
Company has qualified, and anticipates continuing to qualify, as a real
estate investment trust ("REIT") for Federal income tax purposes.
RESULTS OF OPERATIONS
During the period from January 1, 1999 through June 30, 2000, growth
in property revenues and property operating expenses resulted from
increases at communities owned as of January 1, 1999, from communities
acquired and from the communities newly-constructed since January 1, 1999.
Since January 1, 1999, the Company has acquired a total of 756 units
in two stabilized communities (AMLI at StoneHollow and AMLI at Towne Creek)
and developed and begun rental operations on 200 apartment homes of one
community (AMLI at Bent Tree II). During the same period, the Company has
sold five stabilized communities containing a total of 1,780 apartment
homes. Property operations for the six months ended June 30, 2000 and 1999
are summarized as follows:
Increase
2000 1999 (Decrease)
------- ------ ---------
Total Property Revenues
-----------------------
Same Communities. . . . . . . . . $49,370 48,615 755
New Communities . . . . . . . . . 1,249 516 733
Development and/or Lease-up
Communities. . . . . . . . . . . 342 -- 342
Acquisition Communities . . . . . 2,976 -- 2,976
Communities Contributed
to Ventures/Sold . . . . . . . . 2,307 8,171 (5,864)
------- ------- -------
Total. . . . . . . . . . . . . $56,244 57,302 (1,058)
======= ======= =======
Total Property Operating Expenses
---------------------------------
Same Communities. . . . . . . . . $19,021 18,823 198
New Communities . . . . . . . . . 395 328 67
Development and/or Lease-up
Communities. . . . . . . . . . . 288 -- 288
Acquisition Communities . . . . . 1,138 -- 1,138
Communities Contributed
to Ventures/Sold . . . . . . . . 689 2,906 (2,217)
------- ------- -------
Total. . . . . . . . . . . . . $21,531 22,057 (526)
======= ======= =======
<PAGE>
Increase
2000 1999 (Decrease)
------- ------ ---------
Total Property Net Operating Income
-----------------------------------
Same Communities. . . . . . . . . $30,349 29,792 557
New Communities . . . . . . . . . 854 188 666
Development and/or Lease-up
Communities. . . . . . . . . . . 54 -- 54
Acquisition Communities. . . . . 1,838 -- 1,838
Communities Contributed
to Ventures/Sold . . . . . . . . 1,618 5,265 (3,647)
------- ------- -------
Total. . . . . . . . . . . . . $34,713 35,245 (532)
======= ======= =======
The term "New Communities" refers to completed properties owned since
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 1999, the Company has invested in six co-investment
partnerships which acquired six stabilized communities: AMLI at
Prestonwood Hills, a 272-unit community, AMLI at Windward Park, a 328-unit
community, AMLI at Oak Bend, a 426-unit community, AMLI at Midtown, a 419-
unit community, AMLI on Frankford, a 582-unit community, and AMLI at
Peachtree City I, a 312-unit community. In addition, the Company in joint
venture with institutional investors, completed the development or has
under development and begun rental operations of nine new communities and
one additional phase to an existing stabilized community, that contain a
total of 2,834 apartment homes (AMLI at St. Charles, AMLI at Lake
Clearwater, AMLI at Castle Creek, AMLI Creekside, AMLI at Wynnewood, AMLI
at Monterey Oaks, AMLI at Park Bridge, AMLI at Lost Mountain, AMLI at
Summit Ridge and AMLI at Regents Crest II). Property operations for all
co-investment properties for the six months ended June 30, 2000 and 1999
are summarized as follows:
Increase
2000 1999 (Decrease)
------- ------- ---------
Total Co-investment Property Revenues
-------------------------------------
Same Communities. . . . . . . . . $30,588 29,641 947
New Communities . . . . . . . . . 12,333 8,005 4,328
Development and/or Lease-up
Communities. . . . . . . . . . . 3,384 -- 3,384
Acquisition Communities . . . . . 9,424 565 8,859
Communities Contributed
to Ventures/Sold . . . . . . . . 136 3,633 (3,497)
------- ------- -------
Total. . . . . . . . . . . . . $55,865 41,844 14,021
======= ======= =======
Company's share of co-invest-
ment total revenues. . . . . . . $16,342 11,260 5,082
======= ======= =======
<PAGE>
Increase
2000 1999 (Decrease)
------- ------- ---------
Total Co-investment
Property Operating Expenses
---------------------------
Same Communities. . . . . . . . . $11,071 11,075 (4)
New Communities . . . . . . . . . 4,648 3,339 1,309
Development and/or Lease-up
Communities. . . . . . . . . . . 2,362 8 2,354
Acquisition Communities . . . . . 3,643 342 3,301
Communities Contributed
to Ventures/Sold . . . . . . . . 94 1,602 (1,508)
------- ------- -------
Total. . . . . . . . . . . . . $21,818 16,366 5,452
======= ======= =======
Company's share of co-invest-
ment property operating
expenses . . . . . . . . . . . . $ 6,302 4,341 1,961
======= ======= =======
Total Co-investment Property
Net Operating Income
----------------------------
Same Communities. . . . . . . . . $19,517 18,566 951
New Communities . . . . . . . . . 7,685 4,666 3,019
Development and/or Lease-up
Communities. . . . . . . . . . . 1,022 (8) 1,030
Acquisition
Communities. . . . . . . . . . . 5,781 223 5,558
Communities Contributed to
Ventures/Sold. . . . . . . . . . 42 2,031 (1,989)
------- ------- -------
Total. . . . . . . . . . . . . $34,047 25,478 8,569
======= ======= =======
Company's share of co-invest-
ment property EBITDA. . . . . . . $10,435 7,054 3,381
======= ======= =======
For the six months ended June 30, 2000, total revenues were $64,922
and net income was $42,022 including gains of $30,467 from sales of AMLI at
Sope Creek and 80% of the Company's ownership interest in AMLI at Peachtree
City I. For the six months ended June 30, 1999, total revenues were
$63,414 and net income was $16,369. For the six months ended June 30,
2000, diluted earnings per common share included gains from sales of these
two communities ($1.22 per diluted share) and increased to $1.99 from $0.75
for the six months ended June 30, 1999. Basic earnings per common share
for the six months ended June 30, 2000 increased to $2.25 ($0.77 excluding
the gain) from $0.75 for the six months ended June 30, 1999.
On a "same community" basis, weighted average occupancy of the
apartment homes owned wholly by the Company decreased slightly to 91.2% for
the six months ended June 30, 2000 from 92.5% in the prior year. Weighted
average collected rental rates increased by 2.5% to $754 from $736 per unit
per month for the six months ended June 30, 2000 and 1999, respectively.
Including Co-Investment Communities, weighted average occupancy of the
Company's apartment homes decreased to 92.3% for the six months ended
June 30, 2000 from 92.9% in the prior year, and weighted average collected
rental rates increased by 2.1% to $788 from $772 per unit per month for the
six months ended June 30, 2000 and 1999, respectively.
<PAGE>
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30,
1999.
Income before minority interest increased to $49,878 for the six
months ended June 30, 2000 from $19,030 for the six months ended June 30,
1999. This increase was primarily attributable to a $30,467 in gains on
sales of residential properties, a $1,508 increase in total revenues and a
$525 decrease in property operating expenses, reduced by a $949 increase in
interest expense and an $808 increase in depreciation. The increase in
total revenues was largely from the Company's share of after tax gains of
$2,621 from sales of six land parcels by a Service Company. The decrease
in property operating expenses was a result of reduced utilities expense
due to increased billings and collections. Net income for the six months
ended June 30, 2000 and 1999 was $42,022 and $16,369, respectively. Total
property revenues decreased by $1,058, or 1.8%. This decrease in property
revenues was primarily from the 1,780 apartment homes sold during 2000 and
1999. This decrease was offset in part by increases resulting from 756
apartment homes acquired during 2000. In addition, the Company commenced
leasing 200 apartment homes under development during 1999 and 2000.
Furthermore, moderate increases in rental rates were achieved, offset by a
decline in weighted average occupancy as discussed in the preceding
paragraph. Other property revenues include increases in various fees
charged to residents. On the same community basis total property revenues
increased by $755 or 1.6% and property operating income increased by $557
or 1.9%.
Interest and share of income from Service Companies increased 128.3%
to $3,826 from $1,676 primarily as a result of $2,621 in after tax gains
from the Service Companies' sales of six land parcels in 2000, offset by
approximately $400 in after-tax expenses related to third party assessment
of business processes and related information technology initiatives.
Income from partnerships increased to $2,517 from $1,673, or 50.4%.
This increase was a result of the acquisition of six stabilized communities
containing a total of 2,339 units through six new co-investment
partnerships. In addition, ten new co-investment partnerships have
invested in nine development communities and a second phase to an existing
stabilized community, which have a total of 2,834 apartment homes that
began rental operations in late 1999 and 2000. On the same community
basis, the Company's share of total property revenues increased by $947 or
3.2% and share of property net operating income increased by $951 or 5.1%.
Other income decreased to $1,726 from $2,071, or 16.7%. This decrease
is primarily due to a $281 gain on sale of a land parcel in 1999.
Property operating expenses decreased by $525, or 2.4%. This decrease
is principally due to the decrease in utilities expense largely as a result
of increased collections from residents. On the same community basis,
property operating expenses increased by $198 or 1.1%.
Interest expense, net of the amounts capitalized, increased to $11,890
from $10,941 or 8.7%, primarily due to increased indebtedness incurred in
conjunction with investments in joint ventures which own stabilized
properties, to increased short-term borrowing rates, and to costs
associated with hedging an additional $75,000 of the Company's floating
rate debt in 2000.
General and administrative expenses decreased to $1,858 for the six
months ended June 30, 2000 from $1,994 for the six months ended June 30,
1999. The decrease is primarily attributable to lower shareholder service
expenses.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had $7,165 in cash and cash equivalents
and $80,000 in availability under its $250,000 unsecured line of credit.
At June 30, 2000, nineteen of the Company's wholly-owned stabilized
communities were unencumbered. There are no fixed rate loans on wholly-
owned communities with maturity dates prior to July 2003.
Net cash flows provided by operating activities for the six months
ended June 30, 2000 decreased to $26,684 from $28,642 for the six months
ended June 30, 1999. The decrease is primarily due to a decrease in
property revenues as a result of properties sold in 1999 and 2000 and
increased interest expense, offset in part by increased revenues from
communities acquired and developed.
Cash flows used in investing activities for the six months ended
June 30, 2000 decreased to $23,163 from $25,790 for the six months ended
June 30, 1999. The decrease consisted primarily of net proceeds from the
sales of rental communities offset in part by increased expenditures for
acquisitions and development costs and increased investments in
partnerships.
Net cash flows used in financing activities for the six months ended
June 30, 2000 were $1,326, which reflect net proceeds of additional
borrowings and dividend payments.
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, 2000 and 1999 is summarized as
follows:
June 30,
-----------------------
2000 1999
------- -------
Net income before minority
interest $49,878 19,030
Depreciation 9,992 9,184
Share of co-investment partner-
ships' depreciation 3,568 2,376
Share of Service Company's
goodwill amortization 207 207
Gains on sales of residential
properties (30,467) --
------- ------
FFO $33,178 30,797
======= ======
Weighted average shares and units
including dilutive shares 24,683 24,539
======= ======
<PAGE>
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 intends to finance the majority of its future development
activities by co-investing these developments with institutional partners.
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. 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 95% 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 will
designate a portion of its dividends being paid during 2000 as a throw back
dividend to 1999. The Company's current dividend payment level equals an
annual rate of $1.88 per common share, increased from an annual rate of
$1.84 per common share on July 31, 2000. The Company anticipates that all
dividends paid in 2000 will be fully taxable.
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, 2000, 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, 2000 includes $167,168 (42.5% of the
total) which is secured by first mortgages on eleven of the wholly-owned
communities and is summarized as follows:
SUMMARY DEBT TABLE
------------------
Type of Weighted Average Outstanding Percent
Indebtedness Interest Rate Balance of Total
------------ ---------------- ----------- --------
Fixed Rate
Mortgages 7.6% $167,168 42.5%
Tax-Exempt Tax-Exempt Rate + 1.23% 50,250 12.8%
Bonds (1) Tax-Exempt Rate + 1.15%
Lines of
Credit (2) LIBOR + 1.05% 170,000 43.2%
Notes payable
to Service
Companies Various 5,750 1.5%
-------- ------
Total $393,168 100.0%
======== ======
--------------------
<PAGE>
(1) The tax-exempt bonds bear interest at a variable tax-exempt rate that
is adjusted weekly based on the re-marketing of these bonds (4.25% for AMLI
at Spring Creek and 4.35% for AMLI at Poplar Creek at July 26, 2000). 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 2002. The interest
rate on $150,000 has been fixed pursuant to interest rate swap contracts.
DEVELOPMENT ACTIVITIES
At June 30, 2000, the Company has made capital contributions totaling
$149,994 to its existing co-investment partnerships and anticipates funding
substantially all of its remaining commitment of $14,581 during 2000 to
complete the 3,234 apartment homes being developed by co-investment
partnerships.
Currently 500 apartment homes in two wholly-owned communities are
under development. At June 30, 2000, the Company expects to incur $16,292
in 2000 and 2001 to complete construction of these communities.
The Company owns land for the development of an additional 5,543
apartment homes in Ft. Worth, Houston and Austin, Texas; Indianapolis,
Indiana; Kansas City, Kansas and Atlanta, Georgia. The Company has earnest
money deposits of $5,807 for six land parcels anticipated to be acquired in
2000 for development.
CAPITAL EXPENDITURES
Capital expenditures are those made for assets having a useful life in
excess of one year and include replacements (including carpeting and
appliances) and betterments, such as unit upgrades, enclosed parking
facilities and similar items.
In conjunction with acquisitions of existing properties, it is the
Company's policy to provide in its acquisition budgets adequate funds to
complete any deferred maintenance items and to otherwise make the
properties acquired competitive with comparable newly-constructed
properties. In some cases, the Company will provide in its acquisition
budget additional funds to upgrade or otherwise improve new acquisitions.
REHAB EXPENDITURES
In September 1998, AMLI initiated its first community rehab since its
initial public offering. Rehab is a capital improvement program involving
significant repairs, replacements and improvements at an aggregate cost of
at least the greater of $3.0 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.
AMLI's larger properties were built in phases, and the rehabs of these
larger properties are anticipated to be done in phases, each extending over
consecutive periods not exceeding 24 months.
<PAGE>
At June 30, 2000, four communities were under rehab and have incurred
costs (primarily in 1999 and 2000) as follows:
AMLI:
at Riverbend $ 4,976
at Spring Creek 2,426
at North Dallas 2,598
at Valley Ranch 1,120
-------
$11,120
=======
The Company anticipates incurring approximately $5,000 within the next
twelve months to complete the first phases currently under rehab.
INFLATION
Virtually all apartment leases at the wholly-owned communities and co-
investment communities are for six or twelve months' duration. This
enables the Company to pass along inflationary increases in its operating
expenses on a timely basis. Because the Company's property operating
expenses (exclusive of depreciation and amortization) average approximately
38.3% 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. 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 40% of the Company's total market
capitalization at June 30, 2000 (47% including the Company's share of co-
investment partnerships' debt), the high percentage of intermediate term
fixed rate debt (43% of total debt), and the use of interest rate swaps to
effectively fix the interest rate on $75 million of floating rate debt
through May 2001, $20 million through November 2002, $30 million through
February 2003, $15 million through September 2004 and $10 million through
October 2004 (38.2% 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
Statement of Financial Accounting Standards No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as clarified by Statement
of Financial Accounting Standards No. 138 "Accounting for Certain
Derivative Investments and Certain Hedging Activities," becomes effective
for all fiscal quarters for fiscal years beginning after June 15, 2000 and
is not currently expected to have a material impact on the Company's
financial statements.
"Accounting for Certain Transactions involving Stock Compensation," an
interpretation of APB No. 25, becomes effective July 1, 2000 and is not
currently expected to have a material impact on the Company's financial
statements.
<PAGE>
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
Since June 30, 2000, there have been no significant changes in the
Company's exposure to interest rate changes or other market risks.
<PAGE>
<TABLE> OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Company's Wholly-Owned
Communities and Co-Investment Communities:
<CAPTION>
2000 1999
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
------------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DALLAS/FT. WORTH, TEXAS
AMLI:
at AutumnChase. . . . . . . . 690 91% 88% 92% 91% 91% 91%
at Bent Tree. . . . . . . . . 300 97% 95% 92% 92% 93% 93%
at Bishop's Gate. . . . . . . 266 92% 91% 93% 96% 93% 94%
at Chase Oaks . . . . . . . . 250 93% 95% 97% 93% 92% 92%
at Gleneagles . . . . . . . . 590 95% 92% 94% 95% 95% 94%
on the Green. . . . . . . . . 424 97% 95% 94% 95% 94% 93%
at Nantucket. . . . . . . . . 312 97% 94% 97% 95% 95% 94%
of North Dallas . . . . . . . 1,032 90% 90% 90% 91% 90% 92%
on Rosemeade. . . . . . . . . 236 95% 96% 95% 97% 95% 95%
at Valley Ranch . . . . . . . 460 95% 97% 95% 96% 96% 91%
------ ----- ----- ----- ----- ----- ----- ----- -----
4,560 93% 92% 93% 93% 93% 93%
------ ----- ----- ----- ----- ----- ----- ----- -----
AUSTIN, TEXAS
AMLI:
at the Arboretum. . . . . . . 231 94% 95% 96% 91% 96% 97%
in Great Hills. . . . . . . . 344 97% 97% 97% 94% 97% 93%
at Lantana Ridge. . . . . . . 354 93% 94% 94% 97% 92% 92%
at Martha's Vineyard. . . . . 360 97% 98% 96% 96% 98% 96%
at StoneHollow. . . . . . . . 606 97% 98% N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
1,895 96% 97% 96% 95% 96% 94%
------ ----- ----- ----- ----- ----- ----- ----- -----
ATLANTA, GEORGIA
AMLI:
at Clairmont . . . . . . . . . 288 96% 97% 96% 96% 95% 94%
lease lease
at Killian Creek . . . . . . . 256 96% 97% 98% 96% up up
at Park Creek. . . . . . . . . 200 91% 95% 88% 90% 95% 88%
at Peachtree City. . . . . . . N/A N/A 94% 94% 93% 97% 94%
at Sope Creek. . . . . . . . . N/A N/A N/A 96% 95% 92% 93%
on Spring Creek. . . . . . . . 1,180 92% 90% 92% 93% 91% 91%
at Vinings . . . . . . . . . . 360 95% 89% 94% 92% 96% 96%
at West Paces. . . . . . . . . 337 95% 92% 91% 94% 95% 94%
at Towne Creek . . . . . . . . 150 93% 93% N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
2,771 93% 92% 94% 94% 93% 93%
------ ----- ----- ----- ----- ----- ----- ----- -----
<PAGE>
2000 1999
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
------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
EASTERN KANSAS
AMLI:
at Alvamar. . . . . . . . . . 152 92% 86% 86% 99% 95% 93%
at Centennial Park. . . . . . 170 89% 84% 85% 92% 94% 89%
at Crown Colony . . . . . . . N/A N/A N/A N/A 87% 92% 91%
at Lexington Farms. . . . . . 404 90% 91% 84% 89% 94% 91%
at Regents Center . . . . . . 424 89% 92% 89% 94% 97% 97%
at Sherwood . . . . . . . . . N/A N/A N/A N/A 93% 92% 91%
at Town Center. . . . . . . . 156 87% 83% 83% 88% 92% 96%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,306 89% 89% 86% 92% 94% 93%
------ ----- ----- ----- ----- ----- ----- ----- -----
INDIANAPOLIS, INDIANA
AMLI:
at Conner Farms . . . . . . . 300 94% 94% 95% 94% 95% 96%
at Eagle Creek. . . . . . . . 240 93% 94% 91% 91% 91% 94%
at Riverbend. . . . . . . . . 996 84% 79% 77% 79% 91% 87%
------ ----- ----- ----- ----- ----- ----- ----- -----
1,536 87% 84% 83% 84% 92% 90%
------ ----- ----- ----- ----- ----- ----- ----- -----
CHICAGO, ILLINOIS
AMLI:
at Park Sheridan. . . . . . . N/A N/A N/A N/A 96% 96% 93%
at Poplar Creek . . . . . . . 196 93% 99% 92% 93% 96% 90%
------ ----- ----- ----- ----- ----- ----- ----- -----
196 93% 99% 92% 94% 96% 92%
------ ----- ----- ----- ----- ----- ----- ----- -----
12,264 92.5% 91.7% 91.5% 92.2% 93.3% 92.4%
====== ===== ===== ===== ===== ===== ===== ===== =====
CO-INVESTMENT COMMUNITIES:
--------------------------
ATLANTA, GA
AMLI:
at Barrett Lakes. . . . . . . 35% 446 95% 96% 95% 95% 94% 94%
lease lease lease
at Northwinds . . . . . . . . 35% 800 96% 96% 93% up up up
at Pleasant Hill. . . . . . . 40% 502 97% 97% 98% 95% 93% 90%
at River Park . . . . . . . . 40% 222 98% 93% 96% 95% 95% 93%
at Towne Creek. . . . . . . . N/A N/A N/A N/A 95% 96% 96% 86%
at Willeo Creek . . . . . . . 30% 242 92% 95% 93% 96% 99% 91%
at Windward Park. . . . . . . 45% 328 93% 93% 95% 95% N/A N/A
at Peachtree City . . . . . . 20% 312 92% N/A N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
2,852 95% 95% 95% 95% 95% 91%
------ ----- ----- ----- ----- ----- ----- ----- -----
<PAGE>
2000 1999
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
------------------ ---------- ------- ----- ----- ----- ------ ----- ----- ------ ------
CHICAGO, IL
AMLI:
at Chevy Chase. . . . . . . . 33% 592 95% 97% 92% 96% 97% 96%
at Danada Farms . . . . . . . 10% 600 95% 93% 96% 93% 94% 96%
at Fox Valley . . . . . . . . 25% 272 97% 92% 91% 88% 92% 94%
at Prairie Court. . . . . . . N/A N/A N/A N/A N/A N/A 97% 95%
at Willowbrook. . . . . . . . 40% 488 96% 90% 90% 91% 96% 95%
at Windbrooke . . . . . . . . 15% 236 95% 98% 99% 98% 97% 99%
lease lease lease lease lease
at Oakhurst North . . . . . . 25% 464 94% up up up up up
------- ----- ----- ----- ----- ----- ----- ----- -----
2,652 95% 94% 93% 93% 96% 96%
------- ----- ----- ----- ----- ----- ----- ----- -----
INDIANAPOLIS, IN
AMLI:
on Spring Mill. . . . . . . . 20% lease lease lease lease
residual 400 91% up up up up N/A
------- ----- ----- ----- ----- ----- ----- ----- -----
EASTERN KANSAS
AMLI:
at Regents Crest. . . . . . . 25% 368 87% 86% 87% 92% 93% 93%
------- ----- ----- ----- ----- ----- ----- ----- -----
DALLAS, TX
AMLI: lease lease lease
at Deerfield. . . . . . . . . 25% 240 82% 93% 98% up up up
at Fossil Creek . . . . . . . 25% 384 97% 94% 95% 95% 96% 91%
at Oak Bend . . . . . . . . . 40% 426 92% 90% 93% N/A N/A N/A
on the Parkway. . . . . . . . 25% 240 94% 95% 93% 89% 92% 95%
at Prestonwood Hills. . . . . 45% 272 92% 93% 92% 93% N/A N/A
on Timberglen . . . . . . . . 40% 260 96% 94% 94% 97% 95% 92%
at Verandah . . . . . . . . . 35% 538 95% 95% 97% 95% 93% 95%
on Frankford. . . . . . . . . 45% 582 90% N/A N/A N/A N/A N/A
------- ----- ----- ----- ----- ----- ----- ----- -----
2,942 92% 93% 95% 94% 94% 94%
------- ----- ----- ----- ----- ----- ----- ----- -----
AUSTIN, TX
AMLI:
at Park Place . . . . . . . . N/A N/A N/A N/A N/A 95% 96% 96%
lease
at Wells Branch . . . . . . . 25% 576 93% 94% 92% 93% 89% up
------- ----- ----- ----- ----- ----- ----- ----- -----
576 93% 94% 92% 94% 92% 96%
------- ----- ----- ----- ----- ----- ----- ----- -----
<PAGE>
2000 1999
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 93% 94% 93% 93% 92% 92%
at Champions Park . . . . . . 15% 246 93% 96% 94% 91% 95% 85%
at Greenwood Forest . . . . . 15% 316 96% 94% 95% 92% 96% 93%
Midtown . . . . . . . . . . . 45% 419 96% 94% N/A N/A N/A N/A
------- ----- ----- ----- ----- ----- ----- ----- -----
1,173 95% 94% 94% 92% 94% 90%
------- ----- ----- ----- ----- ----- ----- ----- -----
Total Co-Investment
Communities. . . . . . . . . . 10,963 93.8% 93.9% 93.8% 93.8% 94.4% 93.6%
------- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL. . . . . . . . . . . . . . 23,227 93.1% 92.6% 92.4% 92.8% 93.7% 92.8%
======= ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
<PAGE>
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 May 1, 2000, for the purpose of electing three members of the Board
of Trustees, approving of amendments to Option 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 the management's nominees for directors as listed in the proxy
statement were elected with the following vote:
SHARES SHARES
VOTED SHARES NOT
"FOR" "WITHHELD" VOTED
------ ---------- ------
Stephen G. McConahey 14,656,975 136,989 --
John G. Schreiber 14,656,245 137,719 --
Allan J. Sweet 14,647,680 146,284 --
The amendment to the AMLI Residential Properties Option Plan to increase
the maximum number of securities that may be subject to options under this
plan from 2,000,000 to 2,850,000 was approved by the following vote:
SHARES SHARES SHARES
VOTED VOTED SHARES NOT
"FOR" "AGAINST" "WITHHELD" VOTED
---------- --------- ---------- -------
11,425,509 2,521,060 847,392 3
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
---------- --------- ---------- -------
14,475,527 47,534 270,903 --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended June 30,
2000. The Exhibits filed as part of this report are listed below.
EXHIBIT NO. DOCUMENT DESCRIPTION
27. Financial Data Schedule
99. Financial and Operating Data furnished to Shareholders
and Analysts
<PAGE>
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, 2000 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, 2000 By: /s/ GREGORY T. MUTZ
-----------------------------------
Gregory T. Mutz
Chairman of the Board of Trustees
Date: August 10, 2000 By: /s/ ALLAN J. SWEET
-----------------------------------
Allan J. Sweet
President and Trustee
Date: August 10, 2000 By: /s/ ROBERT J. CHAPMAN
-----------------------------------
Robert J. Chapman
Principal Financial Officer
Date: August 10, 2000 By: /s/ CHARLES C. KRAFT
-----------------------------------
Charles C. Kraft
Principal Accounting Officer
