1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number: 1-12110 CAMDEN PROPERTY TRUST (Exact Name of Registrant as Specified in Its Charter) Texas 76-6088377 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3 Greenway Plaza, Suite 1300 Houston, Texas 77046 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 354-2500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares of Beneficial Interest, New York Stock Exchange $.01 par value 7.33% Convertible New York Stock Exchange Subordinated Debentures due 2001 $2.25 Series A Cumulative Convertible Preferred Shares, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of voting shares of beneficial interest held by non-affiliates of the registrant was $1,175,354,257 at March 16, 2001. The number of common shares of beneficial interest outstanding at March 16, 2001 was 38,114,218. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2000 are incorporated by reference in Parts I, II and IV. Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 15, 2001 are incorporated by reference in Part III.
2 PART I Item 1. Business Introduction Camden Property Trust is a real estate investment trust that owns, develops, constructs, and manages multifamily apartment communities in the Southwest, Southeast, Midwest and Western regions of the United States. As of December 31, 2000, we owned interests in and operated 145 multifamily properties containing 51,336 apartment homes located in nine states. These properties had a weighted average occupancy rate of 94% for the year ended December 31, 2000. This represents the average occupancy for all our properties in 2000 weighted by the number of apartment homes in each property. Additionally, three of our multifamily properties containing 1,538 apartment homes were under development at December 31, 2000. We also have several sites which we intend to develop into multifamily apartment communities. Acquisition of Oasis Residential, Inc. On April 8, 1998, we acquired, through a tax-free merger, Oasis Residential, Inc., a publicly traded Las Vegas-based multifamily REIT. Through this acquisition, we acquired 52 completed multifamily properties and 15,514 apartment homes at the date of acquisition. Each share of Oasis common stock outstanding on April 8, 1998 was exchanged for 0.759 of a Camden common share. Each share of Oasis Series A cumulative convertible preferred stock outstanding on April 8, 1998 was exchanged for one Camden Series A cumulative convertible preferred share with terms and conditions comparable to the Oasis preferred stock. We issued 12.4 million common shares and 4.2 million preferred shares in exchange for the outstanding Oasis common and preferred stock, respectively. We assumed approximately $484 million of Oasis debt, at fair value, in the merger. In connection with the merger with Oasis, on June 30, 1998, we completed a transaction in which Camden USA, Inc., one of our wholly owned subsidiaries, and TMT-Nevada, L.L.C., a Delaware limited liability company, formed Sierra-Nevada Multifamily Investments, LLC. We entered into this transaction to reduce our market risk in the Las Vegas area. TMT-Nevada holds an 80% interest in Sierra-Nevada and Camden USA holds the remaining 20% interest. In the above transaction, we transferred to Sierra-Nevada 19 apartment communities containing 5,119 apartment homes for an aggregate of $248 million. Prior to the merger, Oasis owned 100% of each of these communities. In the merger, Camden USA acquired these communities. As a result, after the merger and prior to the Sierra-Nevada transaction, Camden USA owned 100% of each of these 19 properties which are located in Las Vegas, Nevada. This transaction was funded with capital invested by the members of Sierra-Nevada, the assumption of $9.9 million of existing nonrecourse indebtedness, the issuance of 17 nonrecourse cross collateralized and cross defaulted loans totaling $180 million and the issuance of two nonrecourse second lien mortgages totaling $7 million. At December 31, 2000, we had 1,735 employees. Our headquarters are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500. Operating Strategy We believe that producing consistent earnings growth and selectively investing in favorable markets are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies in our efforts to produce consistent earnings growth. Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, thereby promoting resident satisfaction and improving resident retention, which should reduce operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to their residents. We attempt to motivate our on-site employees through incentive compensation arrangements based upon the net operating income produced at their property, as well as rental rate increases and the level of lease renewals achieved.
3 Innovative Operating Strategies. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels and controlling operating costs comprise our principal strategies to maximize property net operating income. Lease terms are generally staggered based on vacancy exposure by apartment type so that lease expirations are better matched to each property's seasonal rental patterns. We offer leases ranging from six to thirteen months, with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to ensure we respond timely to residents changing needs and to ensure that residents retain a high level of satisfaction. New Development and Acquisitions. We continue to operate in markets where we have a concentration advantage due to economies of scale. We feel that where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing several properties in the same market. We believe we are well positioned in our current markets and have the expertise to take advantage of both development and acquisition opportunities which have healthy long-term fundamentals and strong growth projections. This dual capability, combined with what we believe is a conservative financial structure, allows us to concentrate our growth efforts towards selective development alternatives and acquisition opportunities. Selective development of new apartment properties will continue to be important to the growth of our portfolio for the next several years. We use experienced on-site construction superintendents, operating under the supervision of project managers and senior management, to control the construction process. All development decisions are made from our corporate office. Risks inherent to developing real estate include zoning changes and environmental matters. There is also the risk that certain assumptions concerning economic conditions may change during the development process. We believe that we understand and effectively manage the risks associated with development and that the risks of new development are justified by higher potential yields. Properties under development in our consolidated financial statements includes $101.9 million related to the development of three urban land projects located in Dallas, Houston and Long Beach, California. Of this amount, $47.2 million relates to our two current development projects - The Park at Farmers Market in Dallas and The Park at Harbour View in Long Beach. We have an additional $22.3 million invested in Dallas, which may be used for the proposed future development of Farmers Market, Phase II, and we are also in the planning phase of for-sale townhomes in this area. We have $32.4 million invested in additional land under development in Houston and Long Beach. These properties are in the planning phase to determine further development of apartment homes in these areas, based on demand expectations, over the next three to five years. We may also sell certain parcels of all three properties to third parties for commercial and retail development. We plan to continue diversification of our investments, both geographically and in the number of apartment homes and selection of amenities offered. Our operating properties have an average age of 10 years (calculated on the basis of investment dollars). We believe that the physical improvements we have made at our acquired properties, such as new or enhanced landscaping design, new or upgraded amenities and redesigned building structures, coupled with a strong focus on property management and marketing, has resulted in attractive yields on acquired properties. Dispositions. To generate consistent earnings growth, we seek to selectively dispose of properties and redeploy capital if we determine a property cannot meet long-term earnings growth expectations. Additionally, over the next three years, we will continue rebalancing our portfolio with the goal of limiting any one market to no more than 12% of total real estate assets. Dispositions during 2000 included four parcels of undeveloped land and eleven properties containing 3,599 apartment homes. For the eleven properties sold, three were located in each of Houston, Dallas and Las Vegas, and one was located in each of St. Louis and El Paso. As a result of these sales, we have exited the El Paso market, reduced the number of assets in our three largest markets and believe that we have improved the overall quality and geographic mix of our portfolio. The land sales consisted of two parcels totaling 2.9 acres located in downtown Dallas and one parcel totaling 38.5 acres located in Houston. These parcels of land are adjacent to our land development projects located in those cities, and were sold for commercial and retail use. Our strategy regarding the undeveloped land sales has been to integrate the residential and retail components in such a way that enhances the quality of life for our residents. We
4 used the net proceeds from all sales during 2000, totaling $150.1 million, to reduce indebtedness outstanding under our unsecured line of credit. Environmental Matters. Under various federal, state and local laws, ordinances and regulations, we are liable for the costs of removal or remediation of certain hazardous or toxic substances on or in our properties. These laws often impose liability without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. All of our properties have been subjected to Phase I site assessments or similar environmental audits to determine if there is a likelihood of contamination from either on- or off-site sources. These audits have been carried out in accordance with accepted industry practices. We have also conducted limited subsurface investigations and tested for radon and lead-based paint where such procedures have been recommended by our consultants. We cannot assure you that existing environmental studies reveal all environmental liabilities or that any prior owner did not create any material environmental condition not known to us. The costs of investigation, remediation or removal of hazardous substances may be substantial. If hazardous or toxic substances are present on a property, or if we fail to properly remediate such substances, our ability to sell or rent such property or to borrow using such property as collateral may be adversely affected. Insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance on our properties, which we believe is of the type and amount customarily obtained on real property assets. We intend to obtain similar coverage for properties we acquire in the future. However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods or earthquakes, that may be subject to limitations in certain areas. Our board exercises its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Markets and Competition Our portfolio consists of middle to upper market apartment properties. We target acquisitions and developments in selected high-growth markets. Since our initial public offering in 1993, we have diversified into other markets in the Southwest region and into the Southeast, Midwest and Western regions of the United States. By combining acquisition, renovation and development capabilities, we believe we can better respond to changing conditions in each market, reduce market risk and take advantage of opportunities as they arise. There are numerous housing alternatives that compete with our properties in attracting residents. Our properties compete directly with other multifamily properties and single family homes that are available for rent in the markets in which our properties are located. Our properties also compete for residents with the new and existing owned-home market. The demand for rental housing is driven by economic and demographic trends. Recent trends in the economics of renting versus home ownership indicate an increasing demand for rental housing in certain markets, due to a number of factors, including the increase in mortgage interest rates. Rental demand should be strong in areas anticipated to experience in-migration, due to the younger ages that characterize movers as well as the relatively high cost of home ownership in higher growth areas. Disclosure Regarding Forward Looking Statements We have made statements in this report that are "forward-looking" in that they do not discuss historical fact, but instead note future expectations, projections, intentions or other items relating to the future. These forward-looking statements include those made in the documents incorporated by reference in this report. Forward-looking statements are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward- looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause actual results to differ include: 1. The results of our efforts to implement our property development strategy.
5 2. The effect of economic conditions. 3. Failure to qualify as a real estate investment trust. 4. The costs of our capital. 5. Actions of our competitors and our ability to respond to those actions. 6. Changes in government regulations, tax rates and similar matters. 7. Environmental uncertainties and natural disasters. Given these uncertainties, do not rely on these forward-looking statements. These forward-looking statements represent our estimates and assumptions as of the date of this report. We assume no obligation to update or revise any forward-looking statements. Item 2. Properties The Properties Our properties typically consist of two- and three-story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have, or are expected to have, one or more swimming pools and a clubhouse and many have whirlpool spas, tennis courts and controlled-access gates. Many of the apartment homes offer additional features such as fireplaces, vaulted ceilings, microwave ovens, covered parking, icemakers, washers and dryers and ceiling fans. The 145 properties, which we owned interests in and operated at December 31, 2000, average 848 square feet of living area. Operating Properties For the year ended December 31, 2000, no single operating property accounted for greater than 2.4% of our total revenues. The operating properties had a weighted average occupancy rate of 94% and 93% in 2000 and 1999, respectively. Resident lease terms generally range from six to thirteen months and usually require security deposits. One hundred twenty-six of our operating properties have over 200 apartment homes, with the largest having 894 apartment homes. Our operating properties were constructed and placed in service as follows: Year Placed in Service Number of Properties ------------------------------ --------------------------- 1994 - 2000 49 1988 - 1993 26 1983 - 1987 50 1978 - 1982 11 1973 - 1977 6 1967 - 1972 3 Property Table The following table sets forth information with respect to our operating properties at December 31, 2000.
6 <TABLE> <CAPTION> OPERATING PROPERTIES - -------------------------------------------------------------------------------------------------------------------------------- December 2000 Avg. Mo. Rental Rates Number of Year Placed Average Apartment 2000 Average Per -------------------- Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ------------------------------------ ------------ ----------- ----------------- ------------- ------------- -------------------- <S> <C> <C> <C> <C> <C> <C> ARIZONA Phoenix Arrowhead Springs, The Park at 288 1997 925 95 % $ 732 $ 0.79 Arizona Center, The Park at (7) 332 2000 786 Lease-up 820 1.04 Fountain Palms, The Park at 192 1986/1996 1,050 97 750 0.71 Scottsdale Legacy 428 1996 1,067 92 901 0.84 Towne Center, The Park at 240 1998 871 96 760 0.87 Vista Valley, The Park at 357 1986 923 92 720 0.78 Tucson Eastridge 456 1984 559 90 461 0.83 Oracle Villa 365 1974 1,026 91 711 0.69 CALIFORNIA Orange County Martinique 713 1986 795 96 1,162 1.46 Parkside 421 1972 835 97 992 1.19 Sea Palms 138 1990 891 98 1,137 1.28 COLORADO Denver Caley, The Park at (2) 218 2000 925 96 981 1.06 Centennial, The Park at 276 1985 744 97 813 1.09 Deerwood, The Park at 342 1996 1,141 95 1,206 1.06 Denver West, The Park at (4) 321 1997 1,015 97 1,195 1.18 Interlocken, The Park at 340 1999 1,022 97 1,191 1.16 Lakeway, The Park at 451 1997 919 95 1,043 1.13 Park Place 224 1985 748 97 821 1.10 Wexford, The Park at 358 1986 810 95 845 1.04 FLORIDA Orlando Landtree Crossing 220 1983 748 94 637 0.85 Lee Vista, The Part at (7) 492 2000 937 Lease-up 805 0.86 Renaissance Pointe II 578 1996/1998 899 93 790 0.88 Riverwalk I & II 552 1984/1986 747 94 598 0.80 Sabal Club 436 1986 1,077 94 869 0.81 Vineyard, The 526 1990/1991 824 93 704 0.85 Tampa/St. Petersburg Chase Crossing 444 1986 1,223 93 770 0.63 Chasewood 247 1985 704 95 603 0.86 Dolphin/Lookout Pointe 832 1987/1989 748 93 683 0.91 Heron Pointe 276 1996 942 92 892 0.95 Island Club I & II 484 1983/1985 722 95 592 0.82 Live Oaks 770 1990 1,093 90 758 0.69 Mallard Pointe I & II 688 1982/1983 728 94 629 0.86 Marina Pointe Village 408 1997 927 92 831 0.90 Parsons Run 228 1986 728 96 633 0.87 Schooner Bay 278 1986 728 94 696 0.96 Summerset Bend 368 1984 771 93 640 0.83 KENTUCKY Louisville Copper Creek 224 1987 732 91 641 0.88 Deerfield 400 1987 746 93 643 0.86 Glenridge 138 1990 916 90 699 0.76 Oxmoor, The Park at (7) 432 2000 903 Lease-up 766 0.85 Sundance 254 1975 682 87 543 0.80 MISSOURI Kansas City Camden Passage I & II 596 1989/1997 832 91 717 0.86 St. Louis Cedar Ridge 420 1986 852 94 595 0.70 Cove at Westgate, The 276 1990 828 97 933 1.13 Spanish Trace 372 1972 1,158 95 776 0.67 Tempo 304 1975 676 96 545 0.81 Westchase 160 1986 945 95 900 0.95 Westgate I & II 591 1973/1980 947 90 806 0.85 NEVADA Las Vegas Oasis Bay (3) 128 1990 862 95 761 0.88 </TABLE>
7 <TABLE> <CAPTION> OPERATING PROPERTIES (CONTINUED) - ----------------------------------------------------------------------------------------------------------------------- December 2000 Avg. Mo. Rental Rates ------------------------- Number of Year Placed Average Apartment 2000 Average Per Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ---------------------------------- ------------ ------------- ----------------- ------------- ----------- ------------- <S> <C> <C> <C> <C> <C> <C> Oasis Bel Air I & II 528 1988/1995 943 96 % $ 765 $ 0.81 Oasis Breeze 320 1989 846 96 718 0.85 Oasis Canyon 200 1995 987 97 794 0.80 Oasis Cliffs 376 1988 936 97 773 0.83 Oasis Club 320 1989 896 96 746 0.83 Oasis Cove 124 1990 898 97 729 0.81 Oasis Crossings (3) 72 1996 983 96 764 0.78 Oasis Del Mar 560 1995 986 95 840 0.85 Oasis Emerald (3) 132 1988 873 93 664 0.76 Oasis Gateway (3) 360 1997 1,146 94 843 0.74 Oasis Glen 113 1994 792 97 743 0.94 Oasis Greens 432 1990 892 94 748 0.84 Oasis Harbor 336 1996 1,008 96 830 0.82 Oasis Heritage (3) 720 1986 950 90 580 0.61 Oasis Hills 184 1991 579 96 552 0.95 Oasis Island (3) 118 1990 901 95 655 0.73 Oasis Landing (3) 144 1990 938 95 716 0.76 Oasis Meadows (3) 383 1996 1,031 94 761 0.74 Oasis Palms (3) 208 1989 880 97 702 0.80 Oasis Paradise 624 1991 905 94 770 0.85 Oasis Pearl (3) 90 1989 930 93 713 0.77 Oasis Pines 315 1997 1,005 97 793 0.79 Oasis Place (3) 240 1992 440 96 504 1.15 Oasis Plaza (3) 300 1976 820 93 630 0.77 Oasis Pointe 252 1996 985 96 778 0.79 Oasis Ridge (3) 477 1984 391 90 444 1.14 Oasis Rose (3) 212 1994 1,025 95 729 0.71 Oasis Sands 48 1994 1,125 96 775 0.69 Oasis Sierra (3) 208 1998 922 91 805 0.87 Oasis Springs (3) 304 1988 838 93 653 0.78 Oasis Suites (3) 409 1988 404 90 465 1.15 Oasis Summit 234 1995 1,187 97 1,069 0.90 Oasis Tiara 400 1996 1,043 95 848 0.81 Oasis View (3) 180 1983 940 93 680 0.72 Oasis Vinings (3) 234 1994 1,152 97 773 0.67 Oasis Vintage 368 1994 978 97 751 0.77 Reno Oasis Bluffs 450 1997 1,111 93 1,036 0.93 NORTH CAROLINA Charlotte Copper Creek 208 1989 703 94 643 0.91 Eastchase 220 1986 698 94 610 0.87 Habersham Pointe 240 1986 773 93 682 0.88 Overlook, The (5) 220 1985 754 92 696 0.92 Park Commons 232 1997 859 93 764 0.89 Pinehurst 407 1967 1,147 93 802 0.70 Timber Creek 352 1984 706 94 663 0.94 Greensboro Brassfield Park (5) 336 1996 889 94 746 0.84 Glen, The 304 1980 662 93 584 0.88 River Oaks 216 1985 795 94 654 0.82 TEXAS Austin Autumn Woods 283 1984 644 98 630 0.98 Calibre Crossing 183 1986 705 98 663 0.94 Huntingdon, The 398 1995 903 98 850 0.94 Quail Ridge 167 1984 859 98 738 0.86 Ridgecrest 284 1995 851 98 810 0.95 South Oaks 430 1980 711 97 630 0.89 Corpus Christi Breakers, The 288 1996 861 91 764 0.89 Miramar (6) 451 1995 708 94 750 1.32 Potters Mill 344 1986 775 93 598 0.77 </TABLE>
8 <TABLE> <CAPTION> OPERATING PROPERTIES (CONTINUED) - -------------------------------------------------------------------------------------------------------------------------------- December 2000 Avg. Mo. Rental Rates ------------------------ Number of Year Placed Average Apartment 2000 Average Per Property and Location Apartments in Service Size (Sq. Ft.) Occupancy (1) Apartment Per Sq. Ft. - ----------------------------------------- ------------ ------------- ----------------- --------------- ----------- ------------- <S> <C> <C> <C> <C> <C> <C> Waterford, The 580 1976 767 90% $ 507 $ 0.66 Dallas/Fort Worth Addison, The Park at 456 1996 942 94 891 0.95 Buckingham, The Park at 464 1997 919 96 851 0.93 Centreport, The Park at 268 1997 910 93 827 0.91 Cottonwood Ridge 208 1985 829 95 625 0.75 Emerald Valley 516 1986 743 95 702 0.94 Emerald Village 304 1986 713 94 635 0.89 Glen Lakes 424 1979 877 93 786 0.90 Highland Trace 160 1985 816 93 675 0.83 Highpoint (5) 708 1985 835 94 659 0.79 Ivory Canyon 602 1986 548 96 589 1.07 Los Rios 286 1992 772 96 822 1.07 North Dallas Crossing I & II 446 1985 730 96 656 0.90 Oakland Hills 476 1985 853 95 648 0.76 Pineapple Place 256 1983 652 93 620 0.95 Randol Mill Terrace 340 1984 848 95 629 0.74 Shadow Lake 264 1984 733 94 605 0.82 Stone Creek 240 1996 831 93 807 0.97 Stone Gate 276 1996 871 94 834 0.96 Towne Centre Village 188 1983 735 95 625 0.85 Towne Crossing, The Place at 442 1984 772 95 624 0.81 Valley Creek Village 380 1984 855 95 689 0.81 Valley Ridge 408 1987 773 95 652 0.84 Westview 335 1985 697 95 639 0.92 Houston Brighton Place 282 1980 749 92 579 0.77 Crossing, The 366 1982 762 93 597 0.78 Eagle Creek 456 1984 639 92 606 0.95 Goose Creek, The Park at 272 1999 844 95 710 0.84 Greenway, The Park at 756 1999 861 92 993 1.15 Holly Springs, The Park at 548 1999 934 97 896 0.96 Jones Crossing 290 1982 748 94 597 0.80 Midtown, The Park at 337 1999 843 96 1,022 1.21 Roseland 671 1982 726 91 564 0.78 Stonebridge 204 1993 845 93 808 0.96 Sugar Grove, The Park at 380 1997 917 92 847 0.92 Vanderbilt I & II, The Park at 894 1995/1997 863 92 1,009 1.17 Wallingford 462 1980 787 96 612 0.78 Wilshire Place 536 1982 761 94 592 0.78 Woodland Park 288 1995 866 90 818 0.94 Wyndham Park 448 1978 797 94 536 0.67 ------------ ----------------- --------------- ----------- ------------- Total 51,336 848 94% $ 744 $ 0.88 ============ ================= =============== =========== ============= </TABLE> (1) Represents average physical occupancy for the year, except as noted below. (2) Development property - average occupancy calculated from date at which occupancy exceeded 90% through year-end. (3) Properties owned through Sierra-Nevada Multifamily Investments, LLC joint venture in which we own a 20% interest. (4) Property owned through a joint venture in which we own a 50% interest. The remaining interest is owned by an unaffiliated private investor. (5) Properties owned through a joint venture in which we own a 44% interest. The remaining interest is owned by unaffiliated private investors. (6) Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer which is normally subject to high vacancies. (7) Properties under lease-up at December 31, 2000.
9 Operating Properties Under Lease-Up The operating properties under lease-up table is incorporated herein by reference from page 15 of the Company's Annual Report to Shareholders for the year ended December 31, 2000, which page is filed as Exhibit 13.1 hereto. Development Properties The total budgeted cost of the development properties is approximately $238.4 million, with a remaining cost to complete, as of December 31, 2000, of approximately $114.9 million. There can be no assurance that our budget, leasing or occupancy estimates will be attained for the development properties or that their performance will be comparable to that of our existing portfolio. Development Properties Table The development properties table is incorporated herein by reference from page 15 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. Management believes that we possess the development capabilities and experience to provide a continuing source of portfolio growth. In making development decisions, management considers a number of factors, including the size of the property, the season in which leasing activity will occur and the extent to which delivery of the completed apartment homes will coincide with leasing and occupancy of such apartment homes (which is dependent upon local market conditions). In order to pursue a development opportunity, we currently require a minimum initial stabilized target return of 9.0%-10.0%. This minimum target return is based on projected market rents and projected stabilized expenses, considering the market and the nature of the prospective development. Item 3. Legal Proceedings Prior to our merger with Oasis, Oasis had been contacted by certain regulatory agencies with regards to alleged failures to comply with the Fair Housing Amendments Act as it pertained to nine properties (seven of which we currently own) constructed for first occupancy after March 31, 1991. On February 1, 1999, the Justice Department filed a lawsuit against us and several other defendants in the United States District Court for the District of Nevada alleging (1) that the design and construction of these properties violates the Fair Housing Act and (2) that we, through the merger with Oasis, had discriminated in the rental of dwellings to persons because of handicap. The complaint requests an order that (i) declares that the defendants' policies and practices violate the Fair Housing Act; (ii) enjoins us from (a) failing or refusing, to the extent possible, to bring the dwelling units and public use and common use areas at these properties and other covered units that Oasis had designed and/or constructed into compliance with the Fair Housing Act, (b) failing or refusing to take such affirmative steps as may be necessary to restore, as nearly as possible, the alleged victims of the defendants alleged unlawful practices to positions they would have been in but for the discriminatory conduct and (c) designing or constructing any covered multi-family dwellings in the future that do not contain the accessibility and adaptability features set forth in the Fair Housing Act; and requires us to pay damages, including punitive damages, and a civil penalty. With any acquisition, we plan for and undertake renovations needed to correct deferred maintenance, life/safety and Fair Housing matters. On January 30, 2001, a consent decree was ordered and executed in the above Justice Department action. Under the terms of the decree, we were ordered to make certain retrofits and implement certain educational programs and fair housing advertising. These changes are to take place over the next five years. In management's opinion, the costs associated with complying with the decree are not expected to have a material impact on our financial statements. We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on our consolidated financial statements. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.
10 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Information with respect to this Item 5 is incorporated herein by reference from page 38 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. The number of holders of record of our common shares, $0.01 par value, as of March 16, 2001, was 1,083. Item 6. Selected Financial Data Information with respect to this Item 6 is incorporated herein by reference from pages 39 and 40 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Information with respect to this Item 7 is incorporated herein by reference from pages 13 through 21 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information with respect to this Item 7A is incorporated herein by reference from page 18 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. Item 8. Financial Statements and Supplementary Data Our financial statements and supplementary financial information for the years ended December 31, 2000, 1999 and 1998 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 22 through 38 of our Annual Report to Shareholders for the year ended December 31, 2000, which is filed as Exhibit 13.1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2001 in connection with the Annual Meeting of Shareholders to be held May 15, 2001. Item 11. Executive Compensation Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2001 in connection with the Annual Meeting of Shareholders to be held May 15, 2001. Item 12. Security Ownership of Certain Beneficial Owners and Management Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2001 in connection with the Annual Meeting of Shareholders to be held May 15, 2001. Item 13. Certain Relationships and Related Transactions Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 30, 2001 in connection with the Annual Meeting of Shareholders to be held May 15, 2001.
11 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) Financial Statements: Our financial statements and supplementary financial information for the years ended December 31, 2000, 1999 and 1998 are listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at F-1 and are incorporated herein by reference from pages 22 through 38 of our Annual Report to the Shareholders for the year ended December 31, 2000, which pages are filed as Exhibit 13.1 hereto. (2) Financial Statement Schedule: The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Supplementary Data at page F-1 is filed as part of this Report. (3) Index to Exhibits: Number Title 2.1 Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed December 17, 1997 (File No. 1-12110). 2.2 Amendment No. 1, dated February 4, 1998, to the Agreement and Plan of Merger, dated December 16, 1997, among Camden Property Trust, Camden Subsidiary II, Inc. and Oasis Residential, Inc. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed February 5, 1998 (File No. 1-12110). 2.3 Contribution Agreement, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.4 Agreement of Purchase and Sale, dated June 26, 1998, by and between Camden Subsidiary, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.2 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 2.5 Agreement of Purchase and Sale, dated June 26, 1998, by and between NQRS, Inc. and Sierra-Nevada Multifamily Investments, LLC. Incorporated by reference from Exhibit 2.3 to Camden Property Trust's Form 8-K filed July 15, 1998 (Filed No. 1-12110). 3.1 Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-K for the year ended December 31, 1993 (File No. 1-12110). 3.2 Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust. Incorporated by reference from Exhibit 3.1 to Camden Property Trust's Form 10-Q filed August 14, 1997 (File No. 1-12110). 3.3 Second Amended and Restated Bylaws of Camden Property Trust. Incorporated by reference from Exhibit 3.3 to Camden Property Trust's Form 10-K for the year ended December 31, 1997 (File No. 1-12110). 4.1 Specimen certificate for Common Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-11 filed September 15, 1993 (File No. 33-68736). 4.2 Indenture dated as of April 1, 1994 by and between Camden Property Trust and The First National Bank of Boston, as Trustee. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244).
12 4.3 Form of Convertible Subordinated Debenture Due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Statement on Form S-11 filed April 12, 1994 (File No. 33-76244). 4.4 Indenture dated as of February 15, 1996 between Camden Property Trust and the U.S. Trust Company of Texas, N.A., as Trustee. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.5 First Supplemental Indenture dated as of February 15, 1996 between Camden Property Trust and U.S. Trust Company of Texas N.A., as trustee. Incorporated by reference from Exhibit 4.2 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.6 Form of Camden Property Trust 6 5/8% Note due 2001. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed February 15, 1996 (File No. 1-12110). 4.7 Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed December 2, 1996 (File No. 1-12110). 4.8 Specimen certificate for Camden Series A Cumulative Convertible Shares of Beneficial Interest. Incorporated from Exhibit 4.3 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.9 Statement of Designation, Preferences and Rights of Series A Cumulative Convertible Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Registration Statement on Form S-4 filed February 6, 1998 (File No. 333-45817). 4.10 Form of Statement of Designation of Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. Incorporated by reference from Exhibit 4.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 4.11 Form of Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.11 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.12 Form of First Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.12 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.13 Form of Second Amendment to Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of Camden Property Trust. Incorporated by reference from Exhibit 4.13 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 4.14 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated April 15, 1999 relating to the offering of 7% notes due 2004. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed April 20, 1999 (File No. 1-12110). 4.15 Form of Camden Property Trust 7% Note due 2004. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed April 20, 1999 (File No. 1-12110). 4.16 Form of Underwriting Agreement among Camden Property Trust and the Underwriters dated February 7, 2001 relating to the offering of 7% notes due 2006 and 7.625% notes dues 2011. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110).
13 4.17 Form of Camden Property Trust 7% Note due 2006. Incorporated by reference from Exhibit 4.3 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110). 4.18 Form of Camden Property Trust 7.625% Note due 2011. Incorporated by reference from Exhibit 4.4 to Camden Property Trust's Form 8-K filed February 20, 2001 (File No. 1-12110). 10.1 Form of Indemnification Agreement by and between Camden Property Trust and certain of its trust managers and executive officers. Incorporated by reference from Exhibit 10.18 to Amendment No. 1 of Camden Property Trust's Registration Statement on Form S-11 filed July 9, 1993 (File No. 33-63588). 10.2 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and Richard J. Campo. Incorporated by reference from Exhibit 10.4 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.3 Amended and Restated Employment Agreement dated August 7, 1998 by and between Camden Property Trust and D. Keith Oden. Incorporated by reference from Exhibit 10.5 to Camden Property Trust's Form 10-K filed March 30, 1999 (File No. 1-12110). 10.4 Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers. Incorporated by reference from Exhibit 10.13 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.5 Camden Property Trust Key Employee Share Option Plan. Incorporated by reference from Exhibit 10.14 to Camden Property Trust's Form 10-K filed March 28, 1997 (File No. 1-12110). 10.6 Distribution Agreement dated March 20, 1997 among Camden Property Trust and the Agents listed therein relating to the issuance of Medium Term Notes. Incorporated by reference from Exhibit 1.1 to Camden Property Trust's Form 8-K filed March 21, 1997 (File No. 1-12110). 10.7 Form of Master Exchange Agreement by and between Camden Property Trust and certain key employees. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K filed February 6, 1998 (File No. 1-12110). 10.8 Form of Credit Agreement dated August 18, 1999 between Bank of America, N.A. and Camden Property Trust. Incorporated by reference from Camden Property Trust's Form 10-Q filed November 15, 1999 (File No. 1-12110). 10.9 Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P. Incorporated by reference from Exhibit 10.1 to Camden Property Trust's Form S-4 filed on February 26, 1997 (File No. 333-22411). 10.10 Amended and Restated Limited Liability Company Agreement of Sierra-Nevada Multifamily Investments, LLC, adopted as of June 29, 1998 by Camden Subsidiary, Inc. and TMT-Nevada, L.L.C. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed July 15, 1998 (File No. 1-12110). 10.11 Amended and Restated Limited Liability Company Agreement of Oasis Martinique, LLC, dated as of October 23, 1998, by and among Oasis Residential, Inc. and the persons named therein. Incorporated by reference from Exhibit 10.59 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428). 10.12 Exchange Agreement, dated as of October 23, 1998, by and among Oasis Residential, Inc., Oasis Martinique, LLC and the holders listed thereon. Incorporated by reference from Exhibit 10.60 to Oasis Residential, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12428).
14 10.13 Contribution Agreement, dated as of February 23, 1999, by and among Belcrest Realty Corporation, Belair Real Estate Corporation, Camden Operating, L.P. and Camden Property Trust. Incorporated by reference from Exhibit 99.1 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 10.14 First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999. Incorporated by reference from Exhibit 99.2 to Camden Property Trust's Form 8-K filed on March 10, 1999 (File No. 1-12110). 10.15 Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999. Incorporated by reference from Exhibit 10.15 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.16 Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999. Incorporated by reference from Exhibit 10.16 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.17 Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000. Incorporated by reference from Exhibit 10.17 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.18 Amended and Restated 1993 Share Incentive Plan of Camden Property Trust. Incorporated by reference from Exhibit 10.18 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.19 Camden Property Trust 1999 Employee Share Purchase Plan. Incorporated by reference from Exhibit 10.19 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 10.20 Form of Senior Executive Loan Guaranty between Camden Operating L.P., Camden USA, Inc. and Bank One, NA. Incorporated by reference from Exhibit 10.20 to Camden Property Trust's Form 10-K for the year ended December 31, 1999 (File No. 1-12110). 12.1* Statement re Computation of Ratios 13.1* Selected pages of the Camden Property Trust Annual Report to Shareholders for the year ended December 31, 2000. 21.1* Subsidiaries of Camden Property Trust. 23.1* Consent of Deloitte & Touche LLP. 24.1* Powers of Attorney for Richard J. Campo, D. Keith Oden, G. Steven Dawson, William R. Cooper, George A. Hrdlicka, Scott S. Ingraham, Lewis A. Levey, F. Gardner Parker and Steven A. Webster. ____________________ *Filed herewith. 14(b) Reports on Form 8-K Camden Property Trust did not file any Current Reports on Form 8-K during the fourth quarter of 2000.
15 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. March 29, 2001 CAMDEN PROPERTY TRUST By: /s/G. Steven Dawson ---------------------------------- G. Steven Dawson Chief Financial Officer, Senior Vice President - Finance and Secretary By: /s/Dennis M. Steen ---------------------------------- Dennis M. Steen Vice President - Controller, Chief Accounting Officer and Treasurer
16 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated. Name Title Date * - ---------------------- Chairman of the Board of Trust March 29, 2001 Richard J. Campo Managers and Chief Executive Officer (Principal Executive Officer) * - ---------------------- President, Chief Operating March 29, 2001 D. Keith Oden Officer and Trust Manager /S/G. Steven Dawson - ---------------------- Senior Vice President-Finance, March 29, 2001 G. Steven Dawson Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) /S/Dennis M. Steen - ---------------------- Vice President-Controller and March 29, 2001 Dennis M. Steen Chief Accounting Officer (Principal Accounting Officer) * - ---------------------- Trust Manager March 29, 2001 William R. Cooper * - ---------------------- Trust Manager March 29, 2001 George A. Hrdlicka * - ---------------------- Trust Manager March 29, 2001 Scott S. Ingraham * - ---------------------- Trust Manager March 29, 2001 Lewis A. Levey * - ---------------------- Trust Manager March 29, 2001 F. Gardner Parker * - ---------------------- Trust Manager March 29, 2001 Steven A. Webster *By: /S/G. Steven Dawson --------------------------------- G. Steven Dawson Attorney-in-Fact
17 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(1) are listed below: Page CAMDEN PROPERTY TRUST Independent Auditors' Report (included herein) ..............................F-2 Financial Statements (incorporated by reference under Item 8 of Part II from pages 22 through 38 of our Annual Report to Shareholders for the year ended December 31, 2000): Independent Auditors' Report Consolidated Balance Sheets as of December 31, 2000 and 1999 Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2000, 1999 and 1998 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 Notes to Consolidated Financial Statements The following financial statement supplementary data of Camden Property Trust and its subsidiaries required to be included in Item 14(a)(2) is listed below: Schedule III -- Real Estate and Accumulated Depreciation ................... S-1
18 INDEPENDENT AUDITORS' REPORT To the Shareholders of Camden Property Trust We have audited the consolidated financial statements of Camden Property Trust ("Camden") as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and have issued our report thereon dated February 7, 2001; such consolidated financial statements and report are included in your 2000 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Camden Property Trust, listed in Item 14. This financial statement schedule is the responsibility of Camden's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Houston, Texas February 7, 2001
19 Schedule III CAMDEN PROPERTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2000 <TABLE> <CAPTION> (In thousands) Cost Capitalized Subsequent to Acquisition Initial Cost to or Description Encumbrances Camden Property Trust Development - --------------------------------------- ------------ ------------------------ ------------- Building and Property Name Location Land Improvements - ---------------------------- ---------- --------- ------------- <S> <C> <C> <C> <C> <C> Apartments TX $ 29,228 $125,478 $ 626,792 $ 63,398 Apartments AZ 7,982 19,296 129,963 5,966 Apartments CA 69,342 48,511 102,191 7,642 Apartments CO 32,583 21,907 163,371 3,229 Apartments FL 22,169 47,170 334,300 20,278 Apartments KY 18,305 5,107 66,524 2,964 Apartments MO 52,476 18,148 120,848 10,597 Apartments NV 93,431 52,789 371,902 10,646 Apartments NC 13,575 11,842 75,099 9,030 Properties under Development NV 3,305 10,028 Properties under Development CA 29,211 25,230 Properties under Development TX 44,711 36,256 ------------ --------- -------------- ------------ Total $ 339,091 $427,475 $ 2,062,504 $ 133,750 ============ ========= ============== ============ </TABLE> <TABLE> <CAPTION> Gross Amount at Which Accumulated Date Constructed Depreciable Description Carried at December 31, 2000 (a) Depreciation(a) or Acquired Life (Years) - --------------------------------------- ------------------------------------ ----------------- ------------------ -------------- Property Name Location Land Building Total - ---------------------------- ---------- --------- ------------ ------------- <S> <C> <C> <C> <C> <C> <C> <C> Apartments TX $125,478 $ 690,190 $ 815,668 $ 142,229 1993- 3 - 35 Apartments AZ 19,296 135,929 155,225 22,190 1994- 3 - 35 Apartments CA 48,511 109,833 158,344 7,674 1998- 3 - 35 Apartments CO 21,907 166,600 188,507 12,863 1998- 3 - 35 Apartments FL 47,170 354,578 401,748 45,209 1997- 3 - 35 Apartments KY 5,107 69,488 74,595 9,103 1997- 3 - 35 Apartments MO 18,148 131,445 149,593 26,584 1997- 3 - 35 Apartments NV 52,789 382,548 435,337 36,098 1998- 3 - 35 Apartments NC 11,842 84,129 95,971 24,773 1997 3 - 35 Properties under Development NV 3,305 10,028 13,333 1998- Properties under Development CA 29,211 25,230 54,441 1998- Properties under Development TX 44,711 36,256 80,967 1995- --------- ------------ ------------- ------------------ Total $427,475 $ 2,196,254 $ 2,623,729 $ 326,723 ========= ============ ============= ================== </TABLE> (a) The aggregate cost for federal income tax purposes at December 31,2000 was $2.2 billion.
20 The changes in total real estate assets for the years ended December 31, 2000, 1999 and 1998 are as follows: 2000 1999 1998 ----------- ------------ ------------ Balance, beginning of period $2,656,165 $ 2,455,458 $ 1,382,049 Additions during period: Acquisition-Oasis 888 997,049 Acquisition-other 139,199 Development 94,444 188,506 193,212 Improvements 27,940 33,366 26,108 Deductions during period: Cost of real estate sold-Sierra Nevada transaction (237,423) Cost of real estate sold-other (154,820) (22,053) (44,736) ----------- ------------ ------------ Balance, end of period $2,623,729 $ 2,656,165 $ 2,455,458 =========== ============ ============ The changes in accumulated depreciation for the years ended December 31, 2000, 1999 and 1998 are as follows: 2000 1999 1998 ----------- ----------- ------------ Balance, beginning of period $ 253,545 $ 167,560 $ 94,665 Depreciation 94,227 87,491 76,740 Real estate sold (21,049) (1,506) (3,845) ----------- ------------ ------------ Balance, end of period $ 326,723 $ 253,545 $ 167,560 =========== ============ ============ S-1