UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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 Identification
Incorporation or Organization) Number)
3 Greenway Plaza, Suite 1300, Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
(713) 354-2500
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of May 1, 2002, there were 41,123,940 shares of Common Shares of Beneficial Interest, $0.01 par value outstanding.
CAMDEN PROPERTY TRUST
Table of Contents
PART I FINANCIAL INFORMATION Page
-------
Item 1 Financial Statements
Consolidated Balance Sheets (Unaudited) as of
March 31, 2002 and December 31, 2001 ................. 3
Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 2002 and 2001 ... 4
Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 2002 and 2001 ... 5
Notes to Consolidated Financial Statements (Unaudited) .. 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations .................. 13
Item 3 Quantitative and Qualitative Disclosures About
Market Risk ......................................... 22
PART II OTHER INFORMATION
Item 1 Legal Proceedings ....................................... 23
Item 2 Changes in Securities and Use of Proceeds ............... 23
Item 3 Defaults Upon Senior Securities ......................... 23
Item 4 Submission of Matters to a Vote of Security Holders ..... 23
Item 5 Other Information ....................................... 23
Item 6 Exhibits and Reports on Form 8-K ........................ 23
SIGNATURES ............................................................. 24
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
ASSETS
March 31, December 31,
2002 2001
------------- --------------
Real estate assets, at cost:
Land .................................................. $ 362,557 $ 362,717
Buildings and improvements ............................ 2,238,459 2,230,161
------------- --------------
2,601,016 2,592,878
Less: accumulated depreciation ........................ (447,289) (422,154)
------------- --------------
Net operating real estate assets .............. 2,153,727 2,170,724
Properties under development, including land .......... 167,122 143,596
Investment in joint ventures ........................... 16,537 17,073
Investment in third party development properties ....... 72,913 69,983
------------- --------------
Total real estate assets ...................... 2,410,299 2,401,376
Accounts receivable - affiliates ............................ 5,260 4,586
Notes receivable - affiliates ............................... 1,800 1,800
Other assets, net ........................................... 33,887 33,121
Cash and cash equivalents ................................... 7,540 5,625
Restricted cash ............................................. 3,419 3,157
------------- --------------
Total assets ................................. $ 2,462,205 $ 2,449,665
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable:
Unsecured .................................... $ 958,499 $ 923,890
Secured ....................................... 281,882 283,157
Accounts payable ....................................... 19,376 13,337
Accrued real estate taxes .............................. 13,290 28,378
Accrued expenses and other liabilities ................. 41,592 46,275
Distributions payable .................................. 31,717 30,298
------------- --------------
Total liabilities ............................. 1,346,356 1,325,335
Minority interests:
Units convertible into perpetual preferred shares ...... 149,815 149,815
Units convertible into common shares ................... 54,435 56,264
------------- --------------
Total minority interests ....................... 204,250 206,079
Shareholders' equity:
Common shares of beneficial interest ................... 478 476
Additional paid-in capital ............................. 1,310,294 1,297,239
Distributions in excess of net income .................. (207,284) (194,718)
Unearned restricted share awards ....................... (16,722) (8,621)
Less: treasury shares, at cost ......................... (175,167) (176,125)
------------- --------------
Total shareholders' equity .................... 911,599 918,251
------------- --------------
Total liabilities and shareholders' equity .... $ 2,462,205 $ 2,449,665
============= ==============
See Notes to Consolidated Financial Statements.
3
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months
Ended March 31,
-------------------------
2002 2001
----------- -----------
Revenues
Rental income $ 92,192 $ 92,210
Other property income ...................................... 7,425 6,951
----------- -----------
Total property income ................................. 99,617 99,161
Fee and asset management ................................... 1,338 1,543
Other income ............................................... 2,850 1,954
----------- -----------
Total revenues ........................................ 103,805 102,658
----------- -----------
Expenses
Property operating and maintenance ......................... 27,865 28,159
Real estate taxes .......................................... 10,583 10,066
General and administrative ................................. 3,589 3,283
Impairment provision for technology investments ............ - 1,090
Other expenses ............................................. 1,178 -
Interest ................................................... 17,104 17,143
Depreciation and amortization ............................. 26,057 24,496
----------- -----------
Total expenses ........................................ 86,376 84,237
----------- -----------
Income before gain on sale of properties, equity in income
of joint ventures and minority interests ................... 17,429 18,421
Gain of sale of properties ...................................... - 1,716
Equity in income of joint ventures .............................. 225 2,696
Income allocated to minority interests:
Distributions on units convertible into perpetual
preferred shares ........................................ (3,218) (3,218)
Income allocated to units convertible into common shares ... (454) (1,071)
----------- -----------
Net income ...................................................... 13,982 18,544
Preferred share dividends ....................................... - (2,343)
----------- -----------
Net income to common shareholders ............................... $ 13,982 $ 16,201
=========== ===========
Basic earnings per share ........................................ $ 0.34 $ 0.43
Diluted earnings per share ...................................... $ 0.32 $ 0.41
Distributions declared per common share ......................... $ 0.635 $ 0.610
Weighted average number of common shares outstanding ............ 40,826 37,975
Weighted average number of common and common dilutive
equivalent shares outstanding ........................... 44,648 39,570
See Notes to Consolidated Financial Statements.
4
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Ended March 31,
2002 2001
---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Net income ....................................................... $ 13,982 $ 18,544
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization .............................. 26,057 24,496
Equity in income of joint ventures, net of cash received .. 536 791
Gain on sale of properties ................................. - (1,716)
Income allocated to units convertible into common shares ... 454 1,071
Accretion of discount on unsecured notes payable ........... 109 119
Net change in operating accounts ........................... (11,625) (7,741)
---------- ----------
Net cash provided by operating activities ............. 29,513 35,564
CASH FLOW FROM INVESTING ACTIVITIES
Increase in real estate assets ................................... (32,379) (18,855)
Net proceeds from sale of properties and townhomes ............... 1,075 6,549
Increase in investment in joint ventures ......................... - (559)
Increase in investments in third party development properties .... (2,930) (7,259)
Increase in technology investments ............................... - (1,626)
Other ............................................................ (698) (503)
---------- ----------
Net cash used in investing activities ...................... (34,932) (22,253)
CASH FLOW FROM FINANCING ACTIVITIES
Net increase (decrease) in unsecured lines of credit and
short-term borrowings ......................................... 69,000 (70,000)
Proceeds from notes payable ...................................... - 197,802
Repayment of notes payable ....................................... (35,775) 113,343)
Distributions to shareholders and minority interests ............. (29,910) (28,544)
Other ............................................................ 4,019 (37)
---------- ----------
Net cash provided by (used in) financing activities ........ 7,334 (14,122)
---------- ----------
Net increase (decrease) in cash and cash equivalents ....... 1,915 (811)
Cash and cash equivalents, beginning of period ...................... 5,625 4,936
---------- ----------
Cash and cash equivalents, end of period ............................ $ 7,540 $ 4,125
========== ==========
SUPPLEMENTAL INFORMATION
Cash paid for interest, net of interest capitalized .............. $ 17,912 $ 11,722
Interest capitalized ............................................. 2,263 3,103
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Value of shares issued under benefit plans, net .................. $ 9,314 $ 5,039
Conversion of operating partnership units to common shares ....... 680 90
Conversion of 7.33% subordinated debentures to common
shares, net ................................................. - 1,936
See Notes to Consolidated Financial Statements.
5
CAMDEN PROPERTY TRUST
Notes to Consolidated Financial Statements
(Unaudited)
1. Interim Unaudited Financial Information
The accompanying interim unaudited financial information has been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted according to such rules and regulations. Management believes that the disclosures included are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Camden Property Trust as of March 31, 2002 and the results of operations and cash flows for the three months ended March 31, 2002 and 2001 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
Business
Camden Property Trust is a real estate investment trust and, with our subsidiaries, reports as a single business segment with activities related to the ownership, development, construction and management of multifamily communities. As of March 31, 2002, we owned interests in, operated or were developing 147 multifamily properties containing 52,412 apartment homes located in nine states. Two of our newly developed multifamily properties containing 1,000 apartment homes were in lease-up at quarter end. Four of our multifamily properties, which includes the expansion of an existing operating property, containing 1,367 apartment homes were under development at March 31, 2002. Additionally, we have several sites which we intend to develop into multifamily apartment communities.
Property Update
We currently have four properties under development: Camden Harbour View, a 538-unit property located in Long Beach, California; Camden Vineyards, a 264-unit property located in Murrieta, California and Camden Oak Crest, a 364-unit property located in Houston, Texas. We are also constructing an additional 201 units at an existing operating property, Camden Miramar, located in Corpus Christi, Texas.
During the first quarter, we disposed of one property with 300 apartment homes. The operating property is located in Las Vegas and was being held through a joint venture. Our portion of the gain from this disposition totaled $37,000 and is included in "Equity in income of joint ventures."
Subsequent to quarter end, we purchased two properties located in Tampa, Florida, which were developed under our third party development program, for an aggregate of $70.2 million, as they fit our diversification strategy. Marina Pointe II, which has been renamed Camden Bay, is a 352-unit property which was completed and stabilized operations during 2001. Camden Ybor City is a 454-unit property which was completed during the first quarter 2002 and is expected to stabilize operations during the fourth quarter of 2002.
6
Real Estate Assets, at Cost
We capitalized $7.6 million and $4.1 million in the quarters ended March 31, 2002 and 2001, respectively, of renovation and improvement costs which we believe extended the economic lives and enhanced the earnings of our multifamily properties.
Property Operating and Maintenance Expenses
Property operating and maintenance expenses included normal repairs and maintenance expenses totaling $6.1 million and $6.9 million for the quarters ended March 31, 2002 and 2001, respectivley.
Common Share Dividend Declaration
In March 2002, we announced that our Board of Trust Managers had declared a dividend of $0.635 per share for the first quarter of 2002 which was paid on April 17, 2002 to all common shareholders of record as of March 28, 2002. We paid an equivalent amount per unit to holders of common operating partnership units. This distribution to common shareholders and holders of common operating partnership units equates to an annualized dividend rate of $2.54 per share or unit. Recent Accounting Pronouncements
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of SFAS No. 143 will not have a material impact on our financial position, results of operations, or cash flows.
Reclassifications
Certain reclassifications have been made to amounts in prior year financial statements to conform with current year presentation.
2. Earnings Per Share
Basic earnings per share is computed using net income to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and awards granted, preferred shares, units convertible into common shares and convertible subordinated debentures. Only those items that have a dilutive impact on our basic earnings per share are included in diluted earnings per share.
7
The following table presents information necessary to calculate basic and diluted earnings per share for the three months ended March 31, 2002 and 2001:
Three Months
Ended March 31,
--------------------------
2002 2001
------------ -----------
Basic earnings per share
Weighted average common shares outstanding ................. 40,826 37,975
============ ===========
Basic earnings per share .............................. $ 0.34 $ 0.43
============ ===========
Diluted earnings per share(a)
Weighted average common shares outstanding ................. 40,826 37,975
Shares issuable from assumed conversion of:
Common share options and awards granted ............... 1,357 1,022
Units convertible into common shares .................. 2,465 573
------------ -----------
Weighted average common shares outstanding, as adjusted .... 44,648 39,570
============ ===========
Diluted earnings per share ............................ $ 0.32 $ 0.41
============ ===========
Earnings for basic and diluted computation
Net income .................................................. $ 13,982 $ 18,544
Less: Preferred share dividends ............................. - (2,343)
------------ -----------
Net income to common shareholders
(Basic earnings per share computation) ................ 13,982 16,201
Income allocated to units convertible into common shares .... 454 -
------------ -----------
Net income to common shareholders, as adjusted
(Diluted earnings per share computation) .............. $ 14,436 $ 16,201
============ ===========
(a) For the quarter ended March 31,2001, 3.2 million preferred shares, 2.0 million
units convertible into common shares and 79,000 convertible subordinated
debentures were not included in the diluted earnings per share calculation as
they were not dilutive.
3. Investments in Third Party Development Properties
Our construction division performs services for our internally developed construction pipeline, as well as provides services for third party owners of multifamily, commercial and retail properties. In addition to providing construction services to third party multifamily owners, for selected properties in markets we are comfortable making investments in, we may provide financing for a portion of the project costs. In connection with this program, we have entered into agreements with unaffiliated third parties to develop, construct, and manage five multifamily projects containing a total of 1,667 apartment homes. We are providing financing for a portion of each project in the form of notes receivable which mature through 2005. Interest on these notes accrues at 10% annually and is being recognized as earned. These notes are secured by second liens on the assets and partial guarantees by the third party owners. We expect these notes to be repaid from operating cash flow or proceeds from the sale of the individual properties. At March 31, 2002 and 2001, these notes had principal balances totaling $72.9 million and $78.0 million, respectively.
These projects are supported with adequate third party equity to allow us to earn fees for managing the development, construction and eventual operations of these properties. The related fees we earned for all projects totaled $678,000 and $249,000 for the quarters ended March 31, 2002 and 2001, respectively. Two projects are currently under construction, and one project is in the lease-up phase. We expect that the remaining two projects currently under construction will begin leasing during 2002.
8
The following is a detail of our third party construction subject to notes receivable as of March 31, 2002:
Estimated/
Number of Budgeted/ Estimated/ Actual Date
Apartment Actual Cost Actual Date of of
Property and Location Homes ($ millions) Completion Stabilization
- ---------------------------------- ----------- -------------- ---------------- -------------
Stabilized
Marina Pointe II
Tampa, FL ............. 352 $ 29 1Q01 3Q01
Creekside
Denver, CO ........... 279 33 3Q01 3Q01
In lease-up
Ybor City
Tampa, FL ............. 454 40 1Q02 4Q02
Under Construction
Little Italy
San Diego, CA ........ 160 36 4Q02 3Q03
Otay Ranch
San Diego, CA ........ 422 57 1Q03 4Q03
----------- --------------
Total Third Party Development .. 1,667 $ 195
=========== ==============
Subsequent to quarter end, we purchased the two properties located in Tampa, Florida, which were developed under our third party development program, for an aggregate of $70.2 million, as they fit our diversification strategy. Marina Pointe II, which has been renamed Camden Bay, is a 352-unit property which was completed and stabilized operations during 2001. Camden Ybor City is a 454-unit property which was completed during the first quarter 2002 and is expected to stabilize operations during the fourth quarter of 2002.
9
4. Notes Payable
The following is a summary of our indebtedness:
(In millions)
March 31, December 31,
2002 2001
----------- --------------
Unsecured Line of Credit and Short Term Borrowings ............. $ 226.0 $ 157.0
Senior Unsecured Notes
7.03% Notes, due 2003 ....................................... 50.0 50.0
7.14% Notes, due 2004 ....................................... 199.5 199.4
7.11% - 7.28% Notes, due 2006 ............................... 174.2 174.2
6.77% Notes, due 2010 ....................................... 99.9 99.9
7.69% Notes, due 2011 ....................................... 149.4 149.4
----------- --------------
673.0 672.9
Medium Term Notes
6.68% - 6.74% Notes, due 2002 ............................... - 34.5
6.88% - 7.17% Notes, due 2004 ............................... 30.0 30.0
7.63% Notes, due 2009 ....................................... 15.0 15.0
6.79% Notes, due 2010 ....................................... 14.5 14.5
----------- --------------
59.5 94.0
----------- --------------
Total Unsecured Notes .......................................... 958.5 923.9
Secured Notes
7.00% - 8.50% Conventional Mortgage Notes, due 2003 - 2009 .. 181.5 182.5
3.17% - 7.29% Tax-exempt Mortgage Notes, due 2023 - 2031 .... 100.4 100.6
----------- --------------
281.9 283.1
----------- --------------
Total Notes Payable ............................................ $ 1,240.4 $ 1,207.0
=========== ==============
We have a $420 million unsecured line of credit which matures in August 2004. The scheduled interest rate is currently based on spreads over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $200 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations. At quarter end, we were in compliance with all covenants and limitations.
During the first quarter, we repaid $34.5 million of maturing medium-term notes. These notes had interest rates ranging from 6.68% to 6.74% and were repaid using proceeds available under our unsecured line of credit.
At March 31, 2002, our floating rate debt totaled $287.8 million and had a weighted average interest rate of 2.9%
10
5. Net Change in Operating Accounts
The effect of changes in the operating accounts on cash flows from operating activities is as follows:
(In thousands)
Three Months
Ended March 31,
----------------------------
2002 2001
----------- ------------
Decrease (increase) in assets:
Accounts receivable - affiliates .......... $ (263) $ 208
Other assets, net ......................... (670) (1,882)
Restricted cash .......................... (262) (63)
Increase (decrease) in liabilities:
Accounts payable .......................... 6,039 3,906
Accrued real estate taxes ................. (15,088) (13,980)
Accrued expenses and other liabilities .... (1,381) 4,070
----------- ------------
Net change in operating accounts ..... $ (11,625) $ (7,741)
=========== ============
6. Preferred Units
Our operating partnership has issued $100 million of 8.5% Series B Cumulative Redeemable Perpetual Preferred Units and $53 million of 8.25% Series C Cumulative Redeemable Perpetual Preferred Units. Distributions on the preferred units are payable quarterly. The preferred units are redeemable for cash by the operating partnership on or after the fifth anniversary of issuance at par plus the amount of any accumulated and unpaid distributions. The preferred units are convertible after 10 years by the holder into corresponding Series B or C Cumulative Redeemable Perpetual Preferred Shares. The preferred units are subordinate to present and future debt.
7. Restricted Share and Option Awards
During the first quarter of 2002, we granted 325,678 restricted shares to certain key employees and non-employee trust managers. The restricted shares were issued based on the market value of our common shares at the date of grant and have vesting periods of up to ten years. We also granted 510,000 options with an exercise price equal to the market value on the date of grant. The options become exercisable in equal increments over three years, beginning on the first anniversary of the grant. During the three month period ended March 31, 2002, previously granted options to purchase 166,433 shares became exercisable and 97,958 restricted shares vested. During 2002, 243,405 options were exercised at prices ranging from $24.88 to $30.36.
8. Securities Repurchase Program
In 1998, we began repurchasing our securities under a program approved by our Board of Trust Managers. The plan allows us to repurchase or redeem up to $200 million of our securities through open market purchases and private transactions. Management consummates these repurchases and redemptions at the time when they believe that we can reinvest available cash flow into our own securities at yields which exceed those currently available on direct real estate investments. As of March 31, 2002, we had repurchased 6.9 million common shares and redeemed approximately 106,000 units convertible in to common shares for a total cost of $180.9 million. No common shares or units convertible into common shares have been repurchased in 2002.
11
9. Townhome Sales
We have completed construction of 17 for-sale townhomes in the downtown Dallas area at a total cost of approximately $5.5 million. During the three months ended March 31, 2002, we sold four units at a total sales price of approximately $1.1 million. The proceeds received from these townhome sales are included in other income in our consolidated statements of operations. Other expenses in our consolidated statements of operations represents the construction costs associated with the townhomes sold during the quarter. As of March 31, 2002, we had eight of the 17 townhomes remaining to be sold.
10. Commitments and Contingencies
Construction Contracts. As of March 31, 2002, we were obligated for approximately $86.5 million of additional expenditures on our four development properties (a substantial amount of which we expect to be funded with debt).
Contingencies. 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.
In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for the purchase or sale of multifamily properties or development land. In accordance with local real estate market practice, such letters of intent are non-binding, and neither party to the letter of intent is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties. Even if definitive contracts are entered into, the letters of intent and resulting contracts contemplate that such contracts will provide the purchaser with time to evaluate the properties and conduct due diligence and during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance that definitive contracts will be entered into with respect to any properties covered by letters of intent or that we will acquire or sell any property as to which we may have entered into a definitive contract. Further, due diligence periods are frequently extended as needed. An acquisition or sale becomes probable at the time that the due diligence period expires and the definitive contract has not been terminated. We are then at risk under an acquisition contract, but only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a sales contract.
We are currently in the due diligence period for the purchase of land for development and the acquisition of a property. No assurance can be made that we will be able to complete the negotiations or become satisfied with the outcome of the due diligence.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Overview
The following discussion should be read in conjunction with all of the financial statements and notes appearing elsewhere in this report as well as the audited financial statements appearing in our 2001 Annual Report to Shareholders. Where appropriate, comparisons are made on a dollars per-weighted-average-unit basis in order to adjust for changes in the number of apartment homes owned during each period. The statements contained in this report that are not historical facts are forward-looking statements, and actual results may differ materially from those included in the forward-looking statements. These forward-looking statements involve risks and uncertainties including, but not limited to, the following: changes in general economic conditions, changes in financial markets and interest rates, our failure to qualify as a real estate investment trust ("REIT") and environmental uncertainties and natural disasters.
Business
Camden Property Trust is a real estate investment trust and, with our subsidiaries, reports as a single business segment with activities related to the ownership, development, construction and management of multifamily communities. As of March 31, 2002, we owned interests in, operated or were developing 147 multifamily properties containing 52,412 apartment homes located in nine states. Our properties, excluding properties in lease-up and under development, had a weighted average occupancy rate of 91.7% for the quarter ended March 31, 2002. This represents the average occupancy for all properties during the first quarter of 2002 weighted by the number of apartment homes in each property. Two of our newly developed multifamily properties containing 1,000 apartment homes were in lease-up at quarter end. Four of our multifamily properties, which includes the expansion of an existing operating property, containing 1,367 apartment homes were under development at March 31, 2002 Additionally, we have several sites which we intend to develop into multifamily apartment communities.
Property Update
We currently have four properties under development: Camden Harbour View, a 538-unit property located in Long Beach, California; Camden Vineyards, a 264-unit property located in Murrieta, California and Camden Oak Crest, a 364-unit property located in Houston, Texas. We are also constructing an additional 201 units at an existing operating property, Camden Miramar, located in Corpus Christi, Texas.
During the first quarter, we disposed of one property with 300 apartment homes. The operating property is located in Las Vegas and was being held through a joint venture. Our portion of the gain from this disposition totaled $37,000 and is included in "Equity in income of joint ventures."
Subsequent to quarter end, we purchased two properties located in Tampa, Florida, which were developed under our third party development program, for an aggregate of $70.2 million, as they fit our diversification strategy. Marina Pointe II, which has been renamed Camden Bay, is a 352-unit property which was completed and stabilized operations during 2001. Camden Ybor City is a 454-unit property which was completed during the first quarter 2002 and is expected to stabilize operations during the fourth quarter of 2002.
13
Property Portfolio
Our multifamily property portfolio, excluding land held for future development and joint venture properties which we do not manage is summarized as follows:
March 31, 2002 December 31, 2001
------------------------ ------------------------
Apartment Apartment
Homes Properties Homes Properties
----------- ------------ ----------- ------------
Operating Properties
West Region
Las Vegas, Nevada (a)............... 10,353 36 10,653 37
Denver, Colorado (a)................ 2,529 8 2,529 8
Phoenix, Arizona ................... 2,109 7 2,109 7
Southern California ................ 1,653 4 1,653 4
Tucson, Arizona .................... 821 2 821 2
Reno, Nevada ....................... 450 1 450 1
Central Region
Dallas, Texas ...................... 8,359 23 8,359 23
Houston, Texas ..................... 7,190 16 7,190 16
St. Louis, Missouri ................ 2,123 6 2,123 6
Austin, Texas....................... 1,745 6 1,745 6
Corpus Christi, Texas .............. 1,663 4 1,663 4
Kansas City, Missouri .............. 596 1 596 1
East Region
Tampa, Florida ..................... 5,023 11 5,023 11
Orlando, Florida ................... 2,804 6 2,804 6
Charlotte, North Carolina ......... 1,659 6 1,659 6
Louisville, Kentucky ............... 1,448 5 1,448 5
Greensboro, North Carolina ........ 520 2 520 2
----------- ------------- ---------- ------------
Total Operating Properties .... 51,045 144 51,345 145
----------- ------------- ---------- ------------
Properties Under Development
West Region
Southern California ................ 802 2 802 2
Central Region
Houston, Texas ..................... 364 1 - -
Corpus Christi, Texas .............. 201 - - -
----------- ------------- ---------- ------------
Total Properties Under Development ...... 1,367 3 802 2
----------- ------------- ---------- ------------
Total Properties ....................... 52,412 147 52,147 147
----------- ------------- ---------- ------------
Less: Joint Venture Properties (a) .... 4,939 19 5,239 20
----------- ------------- ---------- ------------
Total Properties Owned 100% ............. 47,473 128 46,908 127
=========== ============= ========== ============
(a) Includes properties held in joint ventures as follows: one property with
320 apartment homes in Colorado in which we own a 50% interest, the
remaining interest is owned by an unaffiliated private investor; and 18
properties with 4,619 apartment homes (19 properties and 4,919 apartment
homes at December 31, 2001) in Nevada in which we own a 20% interest, the
remaining interest is owned by an unaffiliated private investor.
14
At March 31, 2002, we had two completed properties under lease-up as follows:
Number of Estimated
Apartment % Leased Date of Date of
Property and Location Homes at 5/01/02 Completion Stabilization
- --------------------------------- ----------- ------------ ------------ ---------------
Camden Farmers Market
Dallas, TX ................ 620 90% 2Q01 2Q02
Camden Crown Valley
Mission Viejo, CA ......... 380 85% 3Q01 2Q02
At March 31, 2002, we had four properties under construction as follows:
Number of Estimated Estimated Estimated
Apartment Cost Date of Date of
Property and Location Homes ($ millions) Completion Stabilization
- --------------------------------- ----------- -------------- ------------ ---------------
Camden Miramar, Phase V
Corpus Christi, TX ........ 201 $ 4.6 3Q02 3Q02
Camden Vineyards
Murrieta, CA .............. 264 35.0 4Q02 2Q03
Camden Oak Crest
Houston, TX ................ 364 24.4 3Q03 2Q04
Camden Harbour View
Long Beach, CA ............ 538 127.0 3Q03 4Q04
----------- --------------
1,367 $ 191.0
=========== ==============
Where possible, we stage our construction to allow leasing and occupancy during the construction period which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is that all operating expenses associated with occupied apartment homes are expensed against revenues generated by those apartment homes as they become occupied. All construction and carrying costs are capitalized and reported on the balance sheet in "Properties under development, including land" until individual buildings are completed. Carrying charges are principally interest and real estate taxes which are capitalized as part of properties under development. Upon completion of each building, the total cost of that building and the associated land is transferred to "Buildings and improvements" and "Land", respectively and the assets are depreciated over their estimated useful lives using the straight-line method of depreciation. Upon stabilization, all apartment homes are considered operating and we begin expensing all items that were previously considered carrying costs. We consider a property stabilized once it reaches 90% occupancy, or generally one year from opening the leasing office, with some allowances for larger than average properties.
If an event or change in circumstance indicates a potential impairment in the value of a property has occurred, our policy is to assess any potential impairment by making a comparison of the current and projected operating cash flows for such property over its remaining useful life, on an undiscounted basis, to the carrying amount of the property. If such carrying amounts are in excess of the estimated projected operating cash flows of the property, we would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair market value.
Our consolidated financial statements include $167.1 million related to properties currently under development. Of this amount, $70.1.million relates to our four projects currently under construction. Additionally, we have $97.0 million invested in land held for future development. Included in this amount is $50.2 million in land development projects located in Houston, Dallas, and Long Beach. We are currently in the planning phase with respect to these properties to further develop apartment homes in these areas. We may also sell certain parcels of undeveloped land to third parties for commercial and retail development.
15
We have completed construction of 17 for-sale townhomes in the downtown Dallas area at a total cost of approximately $5.5 million. During the three months ended March 31, 2002, we sold four townhomes at a total sales price of approximately $1.1 million. The proceeds received from these townhome sales are included in other income in our consolidated statements of operations. Other expenses in our consolidated statements of operations represents the construction costs associated with the townhomes sold during the quarter. As of March 31, 2002, we had eight of the 17 townhomes remaining to be sold.
Third Party Development
Our construction division performs services for our internally developed construction pipeline, as well as provides services for third party owners of multifamily, commercial and retail properties. In addition to providing construction services to third party multifamily owners, for selected properties in markets we are comfortable making investments in, we may provide financing for a portion of the project costs. In connection with this program, we have entered into agreements with unaffiliated third parties to develop, construct, and manage five multifamily projects containing a total of 1,667 apartment homes. We are providing financing for a portion of each project in the form of notes receivable which mature through 2005. Interest on these notes accrues at 10% annually and is being recognized as earned. These notes are secured by second liens on the assets and partial guarantees by the third party owners. We expect these notes to be repaid from operating cash flow or proceeds from the sale of the individual properties. At March 31, 2002 and 2001, these notes had principal balances totaling $72.9 million and $78.0 million, respectively. We anticipate funding an additional $7.1 million on these third party development properties during 2002.
Results of Operations
Changes in revenues and expenses related to our operating properties from period to period are primarily due to property developments, dispositions, acquisitions, and the performance of the stabilized properties in the portfolio. Where appropriate, comparisons are made on a dollars-per-weighted-average-apartment home basis in order to adjust for such changes in the number of apartments homes owned during each period. Selected weighted averages for the quarters ended March 31, 2002 and 2001 are as follows:
Three Months
Ended March 31,
---------------------
2002 2001
---------- ---------
Rental income per apartment home per month ......................... $ 670 $ 682
Property operating and maintenance per apartment home per year ..... $ 2,430 $ 2,501
Real estate taxes per apartment home per year ...................... $ 923 $ 894
Weighted average number of operating apartment homes ............... 45,872 45,038
Weighted average occupancy by region
West ........................................................... 92.2% 95.3%
Central ........................................................ 92.4% 95.4%
East ........................................................... 89.6% 92.3%
16
Comparison of the Quarters Ended March 31, 2002 and March 31, 2001
Earnings before interest, depreciation and amortization increased $530,000, or 0.9%, from $60.1 million to $60.6 million for the quarter ended March 31, 2001 and 2002, respectively. The weighted average number of apartment homes for the first quarter of 2002 increased by 834 apartment homes, or 1.9%, to 45,872 from 45,038 for the first quarter of 2001. The increase in the weighted average number of apartment homes is due to the acquisition of one property totaling 272 apartment homes and an increase in occupancy at our newly constructed properties. Total operating properties we owned 100% were 125 and 122 at March 31, 2002 and 2001, respectively. The weighted average number of apartment homes and the operating properties exclude the impact of our ownership interest in properties owned in joint ventures.
Our apartment communities generate rental revenue and other income through the leasing of apartment homes. Total property revenues comprised 96.0% and 96.6% of our total revenues for the quarters ended March 31, 2002 and 2001, respectively. The decrease in rental revenue as a percent of total revenue is due to an increase in non-property related revenue from the sales of townhomes during 2002, which are included in other income. No townhomes sales occurred during the first quarter of 2001. Our primary financial focus for our apartment communities is net operating income. Net operating income represents total property revenues less property operating and maintenance expenses, including real estate taxes. Net operating income increased $233,000, or 0.4%, from $60.9 million to $61.2 million for the quarters ended March 31, 2001 and 2002, respectively.
Rental income for the quarter ended March 31, 2002 remained constant as compared to the quarter ended March 31, 2001. Rental income per apartment home per month decreased $12 or 1.8%, from $682 to $670 for the first quarters of 2001 and 2002, respectively. The decrease was primarily due to higher concessions and vacancy rates during 2002. Overall average occupancy was 91.7% and 94.7% for the quarters ended March 31, 2002 and 2001, respectively.
Other property income increased $474,000 from $7.0 million to $7.4 million for the quarter ended March 31, 2001 and 2002, respectively, which represents a monthly increase of $3 per apartment home. The increase in other property income was due primarily to increases from revenue sources such as telephone, cable, water and other miscellaneous property fees.
Fee and asset management in 2002 decreased $205,000 over 2001. This decrease is primarily due to fees earned on third party construction projects in 2001. Other income for the quarter ended March 31, 2002 increased $896,000 over the quarter ended 2001. This increase was due to the sale of four townhomes.
Property operating and maintenance expenses decreased $294,000, from $28.2 million for the quarter ended March 31, 2001 to $27.9 million for the quarter ended March 31, 2002. On an annualized basis, property operating and maintenance expenses decreased $71 per unit, or 2.8%. This decrease is primarily due to decreases in repairs and maintenance expenses per apartment home, partially offset by increases in salary and benefit expenses. Property operating and maintenance expenses as a percent of total property income decreased slightly from 28.4% to 28.0% for the quarters ended March 31, 2001 and 2002, respectively.
Real estate taxes increased $517,000 from $10.1 million to $10.6 million for the first quarters of 2001 and 2002, respectively, which represents an annual increase of $29 per apartment home. The increase per apartment home was primarily due to increases in property valuations and property tax rates.
General and administrative expenses increased $306,000 from $3.3 million to $3.6 million, and increased as a percent of revenues from 3.2% to 3.5% for the quarters ended March 31, 2001 and 2002 respectively. The increase was primarily due to increases in costs associated with our third party construction division and an increase in salary and benefit expenses.
17
Gross interest cost before interest capitalized to development properties decreased from $20.2 million for the quarter ended March 31, 2001 to $19.4 million for the quarter ended March 31, 2002. The overall decrease in interest expense was due to lower average interest rates on our line of credit, offset by higher average debt balances during 2002. Interest capitalized decreased to $2.3 million from $3.1 million for the quarters ended March 31, 2002 and 2001, respectively, due to lower development activity during 2002.
Depreciation and amortization increased from $24.5 million for the first quarter of 2001 to $26.1 million for the first quarter of 2002. This increase was due to new development, property acquisition and capital improvements during the period.
Gains on sales of properties for the quarter ended March 31, 2001 was from the sale of 15.2 acres of undeveloped land located in Houston. No sales were recorded during the first quarter 2002.
Equity in income of joint ventures decreased $2.5 million from the first quarter of 2001, primarily from gains recognized from the sales of joint venture properties. During the first quarter of 2001, two properties totaling 556 apartment homes were sold. During the first quarter 2002, one property with 300 apartment homes was sold.
Liquidity and Capital Resources
Financial Structure
We intend to continue maintaining what management believes to be a conservative capital structure by:
| (i) | | using a prudent combination of debt and common and preferred equity; |
| (ii) | | extending and sequencing the maturity dates of our debt where possible; |
| (iii) | | managing interest rate exposure using fixed rate debt and hedging where management believes it is appropriate; |
| (iv) | | borrowing on an unsecured basis in order to maintain a substantial number of unencumbered assets; and |
| (v) | | maintaining conservative coverage ratios. |
The interest expense coverage ratio, net of capitalized interest, was 3.5 and 3.6times for the quarters ended March 31, 2002 and 2001, respectively. At March 31, 2002 and 2001, 80.6% and 76.7%, respectively, of our properties (based on invested capital) were unencumbered. Our weighted average maturity of debt, excluding our line of credit, was 6.8 years and 6.6 years at March 31, 2002 and 2001, respectively. Interest expense coverage ratio is derived by dividing interest expense for the period into the sum of income before gain on sale of properties, equity in income of joint ventures and minority interests, depreciation and amoritization, interest and impairment provision for technology investments.
18
Liquidity
We intend to meet our short-term liquidity requirements through cash flows provided by operations, our unsecured line of credit, discussed in the financial flexibility section below and other short-term borrowings. We expect that our ability to generate cash will be sufficient to meet our short-term liquidity needs, which include:
| (i) | | normal operating expenses; |
| (ii) | | current debt service requirements; |
| (iii) | | recurring capital expenditures; |
| (iv) | | property developments; |
| (v) | | investments in third party development properties; |
| (vi) | | common share repurchases; and |
| (vii) | | distributions on our common and preferred equity. |
We consider our long-term liquidity requirements to be the repayment of maturing debt, including borrowings under our unsecured line of credit, and funding of acquisitions. We intend to meet our long-term liquidity requirements through the use of common and preferred equity capital, senior unsecured debt and property dispositions.
We intend to concentrate our growth efforts toward selective development and acquisition opportunities in our current markets, and through the acquisition of existing operating portfolios and the development of properties in selected new markets. During the quarter ended March 31, 2002, we incurred $25.3 million in development costs and no acquisition costs. We are developing four properties at an aggregate cost of approximately $191.0 million, $70.1 million of which was incurred through March 31, 2002. We intend to fund our developments and acquisitions through a combination of equity capital, partnership units, medium-term notes, construction loans, other debt securities and our unsecured line of credit. We also seek to selectively dispose of assets that management believes have a lower projected net operating income growth rate than the overall portfolio, or no longer conform to our operating and investment strategies. We intend to continue rebalancing our portfolio with the goal of limiting any one market to no more than 12% of total real estate assets. We expect that any such sales should generate capital for acquisitions and new developments or for debt reduction. Real estate to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Depreciation expense is not recorded during the period in which such assets are held for sale.
Net cash provided by operating activities totaled $29.5 million for the quarter ended March 31, 2002, a decrease of $6.1 million, or 17.0%, over the same period in 2001. Equity in income of joint ventures decreased $2.5 million due to the sale of two joint venture properties in 2001. Also, accured expenses and other liabilities decreased $1.4 million during the first quarter of 2002, compared to an increase of $4.1 million during the same period in 2001. This fluctuation was due to timing of interest payments on new unsecured debt issued during 2001.
Net cash used in investing activities totaled $34.9 million for the quarter ended March 31, 2002 compared to $22.3 million for the same period in 2001. For the quarter ended March 31, 2002, net cash used in investing activities included expenditures for property development and capital improvements totaling $25.3 million and $7.6 million, respectively. These expenditures were offset by $1.1 million in net proceeds received from townhome sales during 2002. Additionally, advances to third party development properties totaled $2.9 million during 2002. For the quarter ended March 31, 2001, net cash used in investing activities included expenditures for property development and capital improvements totaling $15.1 million and $4.1 million, respectively. For the three months ended March 31, 2001, investments in third party development properties and investments in technology initiatives increased $7.3 million a $1.6 million, respectively. These cash out flows were offset by $6.5 million in net proceeds received from property dispositions during 2001.
19
Net cash provided by financing activities totaled $7.3 million for the quarter ended March 31, 2002 compared to net cash used in financing activities totaling $14.1 million for the quarter ended March 31, 2001. During the quarter ended March 31, 2002, we paid distributions totaling $29.9 million. Our line of credit increased $69.0 million, for the quarter ended March 31, 2002, primarily from the repayment of notes payable, which decreased $35.8 million, and the funding of development properties. During the quarter ended March 31, 2001, we paid $28.5 million in distributions. We also received proceeds totaling $197.8 million from the issuance of senior unsecured notes. The proceeds from these issuances were used to pay down borrowings under our line of credit and repay notes payable, which decreased $70.0 million and $113.3 million, respectively, for the quarter ended March 31, 2001.
In 1998, we began repurchasing our securities under a program approved by our Board of Trust Managers. The plan allows us to repurchase or redeem up to $200 million of our securities through open market purchases and private transactions. Management consummates these repurchases and redemptions at the time when they believe that we can reinvest available cash flow into our own securities at yields which exceed those currently available on direct real estate investments. These repurchases were made and we expect that future repurchases, if any, will be made without incurring additional debt and, in management’s opinion, without reducing our financial flexibility. At March 31, 2002, we had repurchased approximately 6.9 million common shares and redeemed approximately 106,000 units at a total cost of $180.9 million. No common shares or units convertible into common shares have been repurchased in 2002.
In March 2002, we announced that our Board of Trust Managers had declared a dividend in the amount of $0.635 per share for the first quarter of 2002 which was paid on April 17, 2002 to all common shareholders of record as of March 28, 2002. We paid an equivalent amount per unit to holders of the common operating partnership units. This distribution to common shareholders and holders of common operating partnership units equates to an annualized dividend rate of $2.54 per share or unit.
As of March 31, 2002, we had unsecured debt totaling $958.5 million and secured mortgage loans totaling $281.9 million. Our indebtedness, excluding our unsecured line of credit, has a weighted average maturity of 6.8 years as of March 31, 2002. Scheduled repayments on outstanding debt, including our line of credit, at March 31, 2002 is as follows:
(In millions)
Year Amount
--------- ----------
2002 ....................... $ 3.6
2003 ....................... 87.3
2004 ....................... 460.8
2005 ....................... 61.4
2006 ....................... 210.7
2007 and thereafter ........ 416.6
----------
Total ...................... $ 1,240.4
==========
20
Financial Flexibility
We have a $420 million unsecured line of credit which matures in August 2004. The scheduled interest rate is currently based on spreads over LIBOR or Prime. The scheduled interest rates are subject to change as our credit ratings change. Advances under the line of credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $200 million or the remaining amount available under the line of credit. The line of credit is subject to customary financial covenants and limitations.
As an alternative to our unsecured line of credit, we from time to time borrow using competitively bid unsecured short-term notes with lenders who may or may not be a part of the unsecured line of credit bank group. Such borrowings vary in term and pricing and are typically priced at interest rates below those available under the unsecured line of credit.
As of March 31, 2002, we had $194.0 million available under our unsecured line of credit and $435.5 million available under our universal shelf registration. We have significant unencumbered real estate assets which could be sold or used as collateral for financing purposes should other sources of capital not be available.
At March 31, 2002, our floating rate debt totaled $287.8 million and had a weighted average interest rate of 2.9%.
Funds from Operations ("FFO")
Management considers FFO to be an appropriate measure of performance of an equity REIT. The National Association of Real Estate Investment Trusts currently defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our definition of diluted FFO also assumes conversion at the beginning of the period of all dilutive convertible securities, including minority interests, which are convertible into common equity.
We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the consolidated financial statements and data included elsewhere in this report. FFO is not defined by generally accepted accounting principles. FFO should not be considered as an alternative to net income as an indication of our operating performance or to net cash provided by operating activities as a measure of our liquidity. Further, FFO as disclosed by other REIT’s may not be comparable to our calculation.
21
The calculation of basic and diluted FFO for the three months ended March 31, 2002 and 2001 follows:
(In thousands)
Three Months
Ended March 31,
-------------------------
2002 2001
---------- ----------
Funds from operations:
Net income to common shareholders ........................... $ 13,982 $ 16,201
Real estate depreciation .................................... 25,139 23,807
Adjustments for unconsolidated joint ventures ............... 527 (1,595)
Gain on sales of properties ................................. - (1,716)
Preferred share dividends ................................... - 2,343
Income allocated to units convertible into common shares .... 454 1,071
Adjustments for convertible subordinated debentures ......... - 34
---------- ----------
Funds from operations - diluted ................................ $ 40,102 $ 40,145
========== ==========
Weighted average shares - basic ................................ 40,826 37,975
Common share options and awards granted ..................... 1,357 1,022
Units convertible into common shares ........................ 2,465 2,539
Preferred shares ............................................ - 3,207
Convertible subordinated debentures ......................... - 79
---------- ----------
Weighted average shares - diluted .............................. 44,648 44,822
========== ==========
Inflation
We lease apartments under lease terms generally ranging from six to thirteen months. Management believes that such short-term lease contracts lessen the impact of inflation due to the ability to adjust rental rates to market levels as leases expire.
Impact of New Accounting Pronouncements
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of SFAS No. 143 will not have a material impact on our financial position, results of operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes have occurred since our Annual Report on Form 10-K for the year ended December 31, 2001.
22
PART II. OTHER INFORMATION
| Item 1. | | Legal Proceedings
None |
| Item 2. | | Changes in Securities and Use of Proceeds
None |
| Item 3. | | Defaults Upon Senior Securities
None |
| Item 4. | | Submission of Matters to a Vote of Security Holders
None |
| Item 5. | | Other Information
None |
| Item 6. | | Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
10.2 Camden Property Trust Short Term Incentive Plan
(b) Reports on Form 8-K
None |
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
CAMDEN PROPERTY TRUST
| /s/ G. Steven Dawson | | May 3, 2002 |
| ------------------------------------------ | | ----------------------------- |
G. Steven Dawson
Chief Financial Officer,
Sr. Vice President -
Finance, and Secretary | | Date |
| /s/ Dennis M. Steen | | May 3, 2002 |
| ------------------------------------------ | | ----------------------------- |
Dennis M. Steen
Vice President - Controller,
Chief Accounting
Officer and Treasurer | | Date |
24
