SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Commission File Number: 000-22683
GABLES REALTY LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its Charter)
DELAWARE 58-2077966
(State of Incorporation) (I.R.S. Employer Identification No.)
2859 Paces Ferry Road, Suite 1450
Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(770) 436 - 4600
(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 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.
(1) (X) YES ( ) NO
(2) (X) YES ( ) NO
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GABLES REALTY LIMITED PARTNERSHIP
FORM 10 - Q INDEX
Part I FINANCIAL INFORMATION Page
Item 1: Financial Statements
Consolidated Balance Sheets as of
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the
three months ended March 31, 2000 and 1999 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3: Quantitative and Qualitative Disclosures
About Market Risk 25
Part II OTHER INFORMATION 26
Item 1: Legal Proceedings
Item 2: Changes in Securities
Item 3: Defaults Upon Senior Securities
Item 4: Submission of Matters to a Vote of Security Holders
Item 5: Other Information
Item 6: Exhibits and Reports on Form 8-K
Signature 27
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Page 3
PART I. - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
GABLES REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Per Unit Data)
March 31, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS:
Real estate assets:
Land $ 220,298 $ 220,298
Buildings 1,179,530 1,177,628
Furniture, fixtures and equipment 93,669 91,835
Construction in progress 50,359 37,984
Investment in joint ventures 24,335 23,471
Land held for future development 38,163 38,168
------------ ------------
Real estate assets before accumulated depreciation 1,606,354 1,589,384
Less: accumulated depreciation (183,093) (172,247)
------------ ------------
Net real estate assets 1,423,261 1,417,137
Cash and cash equivalents 2,453 7,963
Restricted cash 7,926 8,871
Deferred financing costs, net 3,757 4,007
Other assets, net 36,162 33,386
------------ -----------
Total assets $1,473,559 $1,471,364
============ ============
LIABILITIES AND PARTNERS' CAPITAL:
Notes payable $ 785,287 $ 755,485
Accrued interest payable 3,127 5,949
Preferred distributions payable 1,018 962
Real estate taxes payable 7,113 16,824
Accounts payable and accrued expenses - construction 4,443 5,555
Accounts payable and accrued expenses - operating 11,663 11,240
Security deposits 4,491 4,395
Other liability, net - 10,693
------------ ------------
Total liabilities 817,142 811,103
Limited partners' common capital interest (6,670 and 6,234 common Units),
at redemption value 150,942 136,757
Preferred partners' capital interest (180 Series Z Preferred Units),
at $25.00 liquidation preference 4,500 4,500
Commitments and contingencies
Partners' capital:
General partner (310 and 309 common Units) 5,172 5,154
Limited partner (24,018 and 24,361 common Units) 330,803 348,850
Preferred partners (4,600 Series A Preferred Units and
2,000 Series B Preferred Units), at $25.00 liquidation preference 165,000 165,000
---------- ------------
Total partners' capital 500,975 519,004
---------- ------------
Total liabilities, partners' capital interest and partners' capital $1,473,559 $ 1,471,364
========== ============
<FN>
The accompanying notes are an integral part of these consolidated balance sheets.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
GABLES REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and Amounts in Thousands, Except Per Unit Data)
Three Months Ended March 31,
2000 1999
---------- -----------
<S> <C> <C>
REVENUES:
Rental revenues $ 54,398 $ 55,537
Other property revenues 2,943 2,864
---------- -----------
Total property revenues 57,341 58,401
---------- -----------
Property management revenues 1,217 1,265
Development revenues, net 696 445
Equity in income of joint ventures 81 79
Interest income 199 120
Other 992 331
---------- -----------
Total other revenues 3,185 2,240
---------- -----------
Total revenues 60,526 60,641
---------- -----------
EXPENSES:
Property operating and maintenance
(exclusive of items shown separately below) 18,571 20,100
Real estate asset depreciation and amortization 10,845 11,809
Property management - owned 1,460 1,204
Property management - third party 1,020 862
Interest expense and credit enhancement fees 11,035 10,803
Amortization of deferred financing costs 251 227
General and administrative 2,169 1,680
Severance costs - 2,000
Corporate asset depreciation and amortization 150 118
---------- -----------
Total expenses 45,501 48,803
---------- -----------
Gain on sale of real estate assets - 666
Net income 15,025 12,504
Dividends to preferred unitholders (3,521) (3,521)
---------- -----------
Net income available to common unitholders $11,504 $ 8,983
========== ===========
Weighted average number of common Units outstanding - basic 31,161 32,771
Weighted average number of common Units outstanding - diluted 31,179 32,801
PER COMMON UNIT INFORMATION:
Net income - basic $ 0.37 $ 0.27
Net income - diluted $ 0.37 $ 0.27
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
Page 5
<TABLE>
<CAPTION>
GABLES REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and Amounts in Thousands, Except Per Unit Data)
Three Months Ended March 31,
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 15,025 $12,504
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 11,246 12,154
Equity in income of joint ventures (81) (79)
Gain on sale of real estate assets - (666)
Long-term compensation expense 274 182
Amortization of discount on long-term liability - 192
Operating distributions received from joint ventures 296 110
Change in operating assets and liabilities:
Restricted cash 1,128 1,594
Other assets 73 (2,704)
Other liabilities, net (12,279) (7,491)
--------- ---------
Net cash provided by operating activities 15,682 15,796
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition and construction of real estate assets (19,913) (33,502)
Net proceeds from sale of real estate assets - 19,014
Investment in joint ventures (1,079) -
Proceeds from contribution of real estate assets to joint venture - 60,347
--------- ---------
Net cash (used in) provided by investing activities (20,992) 45,859
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from the Trust related to:
Proceeds from the exercise of share options 7 29
Share Builder Plan contributions - 2,202
Unit redemptions and Unit redemptions related to treasury share purchases (9,793) (49)
Payments of deferred financing costs (25) (46)
Notes payable proceeds 34,299 2,500
Notes payable repayments (4,497) (45,070)
Principal escrow deposits (183) (174)
Preferred distributions paid (3,465) (3,465)
Common distributions paid ($0.53 and $0.51 per Unit, respectively) (16,543) (16,733)
--------- ---------
Net cash used in financing activities (200) (60,806)
--------- ---------
Net change in cash and cash equivalents (5,510) 849
Cash and cash equivalents, beginning of period 7,963 7,054
--------- ---------
Cash and cash equivalents, end of period $ 2,453 $ 7,903
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $15,248 $13,636
Interest capitalized 1,856 2,687
--------- ---------
Cash paid for interest, net of amounts capitalized $13,392 $10,949
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
Unless the context otherwise requires, all references to "we", "our" or
"us" in this report refer collectively to Gables Realty Limited Partnership and
its subsidiaries.
1. ORGANIZATION AND FORMATION
Gables Realty Limited Partnership (the "Operating Partnership") is the
entity through which Gables Residential Trust (the "Trust"), a real estate
investment trust (a "REIT"), conducts substantially all of its business and
owns, either directly or through subsidiaries, substantially all of its assets.
The Trust was formed in 1993 under Maryland law to continue and expand the
operations of its privately owned predecessor organization. The Trust completed
its initial public offering on January 26, 1994.
We are a fully-integrated real estate company engaged in the multifamily
apartment community management, development, construction, acquisition and
disposition businesses. We also provide related brokerage and corporate rental
housing services. Prior to March 31, 2000, our third-party management businesses
were conducted through two of our subsidiaries, Central Apartment Management,
Inc. and East Apartment Management, Inc. Effective March 31, 2000, Central
Apartment Management, Inc. changed its name to Gables Residential Services,
Inc., and East Apartment Management, Inc. was merged into Gables Residential
Services.
As of March 31, 2000, the Trust was a 78.5% economic owner of our common
equity. The Trust controls us through Gables GP, Inc. ("Gables GP"), a
wholly-owned subsidiary of the Trust and our sole general partner. This
structure is commonly referred to as an umbrella partnership REIT or "UPREIT."
The board of directors of Gables GP, the members of which are the same as the
members of the Trust's board of trustees, manages our affairs by directing the
affairs of Gables GP. The Trust's limited partnership and indirect general
partnership interests in us entitle it to share in our cash distributions, and
in our profits and losses in proportion to its ownership interest therein and
entitles the Trust to vote on all matters requiring a vote of the limited
partners. Generally, our other limited partners are persons who contributed
their direct or indirect interests in certain of our properties primarily in
connection with the IPO and the 1998 acquisition of the properties and
operations of Trammell Crow Residential South Florida ("South Florida"). We are
obligated to redeem each common unit of limited partnership interest ("Unit")
held by a person other than the Trust at the request of the holder for an amount
equal to the fair market value of a share of the Trust's common shares at the
time of such redemption, provided that the Trust, at its option, may elect to
acquire each Unit presented for redemption for one common share or cash. Such
limited partners' redemption rights are reflected in "limited partners' capital
interest" in our accompanying consolidated balance sheets at the cash redemption
amount at the balance sheet date. The Trust's percentage ownership interest in
us will increase with each redemption. In addition, whenever the Trust issues
common shares or preferred shares, it is obligated to contribute any net
proceeds to us and we are obligated to issue an equivalent number of common or
preferred units, as applicable, to the Trust.
Distributions to holders of Units are made to enable distributions to be
made to the Trust's shareholders under its dividend policy. Federal income tax
laws require the Trust to distribute 95% of its ordinary taxable income. We make
distributions to the Trust to enable it to satisfy this requirement.
As of March 31, 2000, we owned 79 completed multifamily apartment
communities comprising 23,278 apartment homes, of which 38 were developed and 41
were acquired, and an indirect 25% general partner interest in two apartment
communities developed by us comprising 663 apartment homes. We also owned three
multifamily apartment communities under development at March 31, 2000 that are
expected to comprise 940 apartment homes upon completion and an indirect 20%
interest in eight apartment communities under development or in lease-up at
March 31, 2000 that are expected to comprise 2,471 apartment homes upon
completion. As of March 31, 2000, we owned parcels of land for the future
development of twelve apartment communities expected to comprise an estimated
2,616 apartment homes. There can be no assurance that we will develop these
parcels of land. Additionally, we have contracts or options to acquire
additional parcels of land. There can be no assurance that we will acquire these
land parcels; however, it is our intent to develop an apartment community on
each of these parcels of land, if purchased.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENT
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
2. COMMON AND PREFERRED EQUITY ACTIVITY
Secondary Common Share Offerings
Since the IPO, the Trust has issued a total of 14,831 common shares in
eight offerings, generating $347,771 in net proceeds which were generally used
(1) to reduce outstanding indebtedness under interim financing vehicles utilized
to fund development and acquisition activities and (2) for general working
capital purposes, including funding of future development and acquisition
activities.
Preferred Share Offerings
On July 24, 1997, the Trust issued 4,600 shares of 8.30% Series A
Cumulative Redeemable Preferred Shares (liquidation preference $25.00 per
share). The net proceeds from this offering of $111.0 million were used to
reduce outstanding indebtedness under interim financing vehicles. The Series A
Preferred Shares may be redeemed at $25.00 per share plus accrued and unpaid
dividends on or after July 24, 2002. The Series A Preferred Shares have no
stated maturity, sinking fund, or mandatory redemption and are not convertible
into any other securities of the Trust.
On June 18, 1998, the Trust issued 180 shares of 5.0% Series Z Cumulative
Redeemable Preferred Shares (liquidation preference $25.00 per share) in
connection with the acquisition of a parcel of land for future development. The
Series Z Preferred Shares, which are subject to mandatory redemption on June 18,
2018, may be redeemed at any time for $25.00 per share plus accrued and unpaid
dividends. The Series Z Preferred Shares are not subject to any sinking fund or
convertible into any other securities of the Trust.
Issuances of Common Operating Partnership Units
Since the IPO, we have issued a total of 4,421 Units in connection with the
South Florida acquisition, the acquisition of other operating apartment
communities, and the acquisition of a parcel of land for future development. The
4,421 Units issued include 470 Units valued at $10.4 million that were issued on
January 1, 2000 related to a deferred portion of the South Florida acquisition
purchase price.
Issuance of Preferred Operating Partnership Units
On November 12, 1998, we issued 2,000 of our 8.625% Series B Preferred
Units to an institutional investor. The net proceeds from this issuance of $48.7
million were used to reduce outstanding indebtedness under interim financing
vehicles. The Trust has the option to redeem the Series B Preferred Units after
November 14, 2003. These Units are exchangeable by the holder into 8.625% Series
B Cumulative Redeemable Preferred Shares of the Trust on a one-for-one basis;
however, this exchange right is generally not exercisable until after November
14, 2008. The Series B Preferred Units have no stated maturity, sinking fund, or
mandatory redemption.
Common Equity Repurchase Program
In 1999, we announced a common equity repurchase program pursuant to which
the Trust is authorized to purchase up to $100 million of its outstanding common
shares or Units. The Trust has repurchased shares from time to time in open
market and privately negotiated transactions, depending on market prices and
other conditions, using proceeds from sales of selected assets. Whenever the
Trust repurchases common shares from shareholders, we are required to redeem
from the Trust an equivalent number of Units on the same terms and for the same
aggregate price. After redemption, the Units redeemed by us are no longer deemed
outstanding. Units have also been redeemed for cash upon their presentation for
redemption by unitholders. As of March 31, 2000, we had redeemed 2,837 Units for
a total of $66,328, including 2,555 Units redeemed from the Trust. At March 31,
2000, $1,769 was accrued for unsettled Unit redemptions from the Trust.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
3. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the consolidated
accounts of the Operating Partnership and its subsidiaries, including Gables
Residential Services. We consolidate the financial statements of all entities in
which we have a controlling financial interest, as that term is defined under
generally accepted accounting principles ("GAAP"), through either majority
voting interest or contractual agreements. All significant intercompany accounts
and transactions have been eliminated in consolidation.
The accompanying interim unaudited financial statements have been prepared
in accordance with GAAP for interim financial information and in conjunction
with the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In our opinion, all adjustments
(consisting only of normally recurring adjustments) considered necessary for a
fair presentation for these interim periods have been included. The results of
operations for the interim period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the full year. These
financial statements should be read in conjunction with the financial statements
included in our Form 10-K for the year ended December 31, 1999.
4. GABLES RESIDENTIAL APARTMENT PORTFOLIO JOINT VENTURE
On March 26, 1999, we entered into a joint venture in which our economic
ownership interest is currently 20%. The business purpose of the joint venture
is to develop, own and operate eight multifamily apartment communities, located
in four of our nine markets. On March 26, 1999, we contributed our interest in
seven of the development communities to the joint venture in return for (1) cash
of $60,347 and (2) an initial capital account in the joint venture of $15,214.
On December 2, 1999, we contributed our interest in the eighth development
community to the joint venture in return for (1) cash of $4,774 and (2) an
increase in the initial capital account in the joint venture of $1,233. As of
the respective contribution dates, we (1) had commenced construction of four of
the communities, (2) owned the land for the future development of three of the
communities, and (3) owned the acquisition right for the land for the future
development of one of the communities. The capital budget for the development of
the eight communities is $238 million and is being funded with 50% equity and
50% debt. The equity component is being funded 80% by the venture partner and
20% by us. Our portion of the equity is being funded through contributions of
cash and property. As of March 31, 2000, we had funded $23.0 million of our
budgeted $23.8 million equity commitment to the joint venture. We serve as the
managing member of the venture and have responsibility for all day-to-day
operating matters. We also serve as the property manager, developer and general
contractor for construction activities.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In June, 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities," was issued
establishing accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the statement of operations and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 133, as amended by SFAS No. 137, is effective for us
beginning January 1, 2001. The impact of SFAS No. 133 on our financial
statements will depend on the extent, type and effectiveness of our hedging
activities. SFAS No. 133 could increase volatility in net income and other
comprehensive income.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
6. EARNINGS PER UNIT
Basic earnings per Unit are computed based on net income available to
common unitholders and the weighted average number of common Units outstanding.
Diluted earnings per Unit reflect the assumed issuance of common Units under the
Trust's share option and incentive plan. The numerator and denominator used for
both basic and diluted earnings per Unit computations are as follows:
<TABLE>
<CAPTION>
Three Months
Ended March 31,
2000 1999
-------- -------
<S> <C> <C>
Basic and diluted income available to
common unitholders (numerator):
Net income - basic and diluted $ 11,504 $ 8,983
======== =======
Common Units (denominator):
Average Units outstanding - basic 31,161 32,771
Incremental Units from assumed conversions of:
Stock options 16 30
Other 2 -
-------- -------
Average Units outstanding - diluted 31,179 32,801
======== =======
</TABLE>
7. INTEREST RATE PROTECTION AGREEMENTS
In the ordinary course of business, we are exposed to interest rate risks.
We periodically seek input from third party consultants regarding market
interest rate and credit risk in order to evaluate our interest rate exposure.
In certain situations, we may utilize derivative financial instruments in the
form of rate caps, rate swaps or rate locks to hedge interest rate exposure by
modifying the interest rate characteristics of related balance sheet instruments
and prospective financing transactions. We do not utilize such instruments for
trading or speculative purposes. Derivatives used as hedges must be effective at
reducing the risk associated with the exposure being hedged, correlate in
nominal amount, rate, and term with the balance sheet instrument being hedged,
and must be designated as a hedge at the inception of the derivative contract.
Lump sum payments made or received at the inception or settlement of
derivative instruments designated as hedges are capitalized and amortized as an
adjustment to interest expense over the life of the associated balance sheet
instrument. Monthly amounts paid or received under rate cap and rate swap hedge
agreements are recognized as adjustments to interest expense as incurred. In the
event that circumstances arise indicating an existing derivative instrument no
longer meets the hedge criteria described above, the derivative is marked to
market in the statement of operations.
8. SEGMENT REPORTING
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision-maker in deciding how to allocate resources and in
assessing performance. Our chief operating decision-maker is our senior
management group.
We own, operate and develop multifamily apartment communities in nine major
markets located in Texas, Georgia, Florida and Tennessee. Such apartment
communities generate rental revenue and other income through the leasing of
apartment homes to a diverse base of residents. We evaluate the performance of
each of our apartment communities on an individual basis. However, because each
of our apartment communities has similar economic characteristics, residents,
and products and services, our apartment communities have been aggregated into
one reportable segment. This segment comprises 95% and 96% of our total revenues
for the three months ended March 31, 2000 and 1999, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
The primary financial measure for our reportable business segment is net
operating income ("NOI"), which represents total property revenues less property
operating and maintenance expenses (as reflected in the accompanying statements
of operations). Accordingly, NOI excludes certain expenses included in the
determination of net income. Current year NOI is compared to prior year NOI and
current year budgeted NOI as a measure of financial performance. The NOI yield
or return on total capitalized costs is an additional measure of financial
performance. NOI from our apartment communities totaled $38,770 and $38,301 for
the three months ended March 31, 2000 and 1999, respectively. All other segment
measurements are disclosed in our consolidated financial statements.
We also provide management, brokerage, corporate apartment home and
development and construction services to third parties. These operations, on an
individual and aggregate basis, do not meet the quantitative thresholds for
segment reporting under current accounting literature.
9. SEVERANCE COSTS
During 1999, we incurred severance costs associated with organizational
changes resulting from management succession directives, including the
resignation of the former chairman and chief executive officer effective January
1, 2000 and the resignation of the former chief operating officer effective May
21, 1999. Included in accounts payable and accrued expenses at December 31, 1999
were accrued severance costs of $1,360 relating to the resignation of the former
chairman and chief executive officer, of which $336 included deferred
compensation related to the accelerated vesting of restricted shares unvested at
the effective date of separation. These accrued severance costs at December 31,
1999 were paid during the first quarter of 2000.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are the entity through which the Trust conducts substantially all of its
business and owns, either directly or through subsidiaries, substantially all of
its assets. We are focused within the multifamily industry in markets throughout
the United States that have high job growth and are resilient to economic
downturns. Our operating performance relies predominantly on net operating
income from our apartment communities. Net operating income is determined by
rental revenues and operating expenses, which are affected by the demand and
supply dynamics within our markets. Our performance is also affected by the
general availability and cost of capital and our ability to develop and acquire
additional apartment communities with returns in excess of our blended cost of
capital.
BUSINESS OBJECTIVES AND STRATEGY
The Trust's objective is to increase shareholder value by producing
consistent high quality earnings to sustain dividend growth and annual total
returns that exceed the multifamily sector average. To achieve that objective,
we employ a number of business strategies. First, our long-term investment
strategy is research-driven with the objective of creating a portfolio of high
quality assets in approximately six to eight strategically selected markets that
are complementary through economic diversity and characterized by high job
growth and resiliency to national economic downturns. We believe such a
portfolio will provide predictable growth in operating cash flow on a
sustainable basis. Second, we adhere to a strategy of owning and operating high
quality, class AA/A apartment communities under the Gables brand. We believe
that such communities, when located in highly desirable areas to live and
supplemented with high quality service and amenities, attract the affluent
renter-by-choice who is willing to pay a premium for location preference,
superior service and high quality communities. The resulting portfolio should
maintain high levels of occupancy and rental rates. This, coupled with more
predictable operating expenses and reduced capital expenditure requirements
associated with high quality construction materials, should lead to operating
margins that exceed national averages for the multifamily sector and sustainable
growth in operating cash flow. Third, our aim is to be recognized as the
employer of choice within the industry. Our mission of Taking Care of the Way
People Live is a cornerstone of our strategy, involving innovative human
resource practices that we believe will attract and retain the highest caliber
associates. Because of our long-established presence as a fully integrated
apartment management, development, construction, acquisition and disposition
company within our markets, we have the ability to offer multi-faceted career
opportunities among the various disciplines within the industry. Finally, our
capital strategy is to maximize return on invested capital while maintaining
financial flexibility through a conservative, investment grade credit profile.
We judiciously manage our capital and are able to recycle existing capital
through asset dispositions. We believe the successful execution of these
strategies will result in operating cash flow and dividend growth, producing
annual total returns that exceed the multifamily REIT sector average.
We believe we are well positioned to continue achieving our objectives
because of our long-established presence as a fully integrated real estate
company in our markets. This local market presence creates a competitive
advantage in generating increased cash flow from (1) property operations during
different economic cycles and (2) new investment opportunities that involve site
selection, market information and requests for entitlements and zoning
petitions.
Portfolio-wide occupancy levels have remained high and portfolio-wide
rental rates have continued to increase during each of the last several years.
We expect portfolio-wide rental expenses to increase at a rate slightly ahead of
inflation but less than the increase in property revenues for the coming twelve
months. Our ongoing evaluation of the growth prospects for a specific asset may
result in a determination to dispose of the asset. In that event, we would
intend to sell the asset and utilize the net proceeds from any such sale to
invest in new assets expected to have better growth prospects, reduce
indebtedness or, in certain circumstances with appropriate approval from the
Trust's board of trustees, repurchase outstanding common shares. We maintain
staffing levels sufficient to meet existing construction, acquisition, and
leasing activities. If market conditions warrant, we would anticipate adjusting
staffing levels to mitigate a negative impact on results of operations.
<PAGE>
Page 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results or
developments could differ materially from those projected in such statements as
a result of certain factors set forth in the section entitled "Certain Factors
Affecting Future Operating Results" on Page 18 of this Form 10-Q and elsewhere
in this report.
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the accompanying
consolidated financial statements and the notes thereto.
COMMON AND PREFERRED EQUITY ACTIVITY
Secondary Common Share Offerings
Since the IPO, the Trust has issued a total of 14,831 common shares in
eight offerings, generating $347,771 in net proceeds which were generally used
(1) to reduce outstanding indebtedness under interim financing vehicles utilized
to fund our development and acquisition activities and (2) for general working
capital purposes, including funding of future development and acquisition
activities.
Preferred Share Offerings
On July 24, 1997, the Trust issued 4,600 shares of 8.30% Series A
Cumulative Redeemable Preferred Shares (liquidation preference $25.00 per
share). The net proceeds from this offering of $111.0 million were used to
reduce outstanding indebtedness under interim financing vehicles. The Series A
Preferred Shares may be redeemed at $25.00 per share plus accrued and unpaid
dividends on or after July 24, 2002. The Series A Preferred Shares have no
stated maturity, sinking fund, or mandatory redemption and are not convertible
into any other securities of the Trust.
On June 18, 1998, the Trust issued 180 shares of 5.0% Series Z Cumulative
Redeemable Preferred Shares (liquidation preference $25.00 per share) in
connection with the acquisition of a parcel of land for future development. The
Series Z Preferred Shares, which are subject to mandatory redemption on June 18,
2018, may be redeemed at any time for $25.00 per share plus accrued and unpaid
dividends. The Series Z Preferred Shares are not subject to any sinking fund or
convertible into any other securities of the Trust.
Issuances of Common Operating Partnership Units
Since the IPO, we have issued a total of 4,421 Units in connection with the
South Florida acquisition, the acquisition of other operating apartment
communities, and the acquisition of a parcel of land for future development. The
4,421 Units issued include 470 Units valued at $10.4 million that were issued on
January 1, 2000 related to a deferred portion of the Trammell Crow Residential
South Florida acquisition purchase price.
Issuance of Preferred Operating Partnership Units
On November 12, 1998, we issued 2,000 of our 8.625% Series B Preferred
Units to an institutional investor. The net proceeds from this issuance of $48.7
million were used to reduce outstanding indebtedness under interim financing
vehicles. The Trust has the option to redeem the Series B Preferred Units after
November 14, 2003. These Units are exchangeable by the holder into 8.625% Series
B Cumulative Redeemable Preferred Shares of the Trust on a one-for-one basis;
however, this exchange right is generally not exercisable until after November
14, 2008. The Series B Preferred Units have no stated maturity, sinking fund, or
mandatory redemption.
<PAGE>
Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
Common Equity Repurchase Program
In 1999, we announced a common equity repurchase program pursuant to which
the Trust is authorized to purchase up to $100 million of its outstanding common
shares or Units. The Trust has repurchased shares from time to time in open
market and privately negotiated transactions, depending on market prices and
other conditions, using proceeds from sales of selected assets. Whenever the
Trust repurchases common shares from shareholders, we are required to redeem
from the Trust an equivalent number of Units on the same terms and for the same
aggregate price. After redemption, the Units redeemed by us are no longer deemed
outstanding. Units have also been redeemed for cash upon their presentation for
redemption by unitholders. As of March 31, 2000, we had redeemed 2,837 Units for
a total of $66,328, including 2,555 Units redeemed from the Trust. At March 31,
2000, $1,769 was accrued for unsettled Unit redemptions from the Trust.
Shelf Registration Statement
We have an effective shelf registration statement on file with the
Securities and Exchange Commission providing $500 million of equity capacity and
$300 million of debt capacity. We believe it is prudent to maintain shelf
registration capacity in order to facilitate future capital raising activities.
To date, there have been no issuances under this shelf registration statement.
OTHER FINANCING ACTIVITY
Property Sales
During 1999, we sold three apartment communities located in Atlanta
comprising 676 apartment homes, two apartment communities located in Memphis
comprising 490 apartment homes, one apartment community located in Houston
comprising 412 apartment homes, and an outparcel of land from an existing
development community located in Dallas. The net proceeds from these sales
totaled $96.7 million and were used to pay down outstanding borrowings under
interim financing vehicles and purchase common shares and Units under the
Trust's common equity repurchase program.
Gables Residential Apartment Portfolio Joint Venture
On March 26, 1999, we entered into a joint venture in which our economic
ownership interest is currently 20%. The business purpose of the joint venture
is to develop, own and operate eight multifamily apartment communities, located
in four of our nine markets. On March 26, 1999, we contributed our interest in
seven of the development communities to the joint venture in return for (1) cash
of $60,347 and (2) an initial capital account in the joint venture of $15,214.
On December 2, 1999, we contributed our interest in the eighth development
community to the joint venture in return for (1) cash of $4,774 and (2) an
increase in the initial capital account in the joint venture of $1,233. As of
the respective contribution dates, we (1) had commenced construction of four of
the communities, (2) owned the land for the future development of three of the
communities, and (3) owned the acquisition right for the land for the future
development of one of the communities. The capital budget for the development of
the eight communities is $238 million and is being funded with 50% equity and
50% debt. The equity component is being funded 80% by the venture partner and
20% by us. Our portion of the equity is being funded through contributions of
cash and property. As of March 31, 2000, we had funded $23.0 million of our
budgeted $23.8 million equity commitment to the joint venture. We serve as the
managing member of the venture and have responsibility for all day-to-day
operating matters. We also serve as the property manager, developer and general
contractor for construction activities.
<PAGE>
Page 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000
(THE "2000 PERIOD") TO THE THREE MONTHS ENDED March 31, 1999 (THE "1999
PERIOD").
Our net income is generated primarily from the operation of our apartment
communities. For purposes of evaluating comparative operating performance, we
categorize our operating communities based on the period each community reaches
stabilized occupancy. A community is considered to have achieved stabilized
occupancy on the earlier to occur of (1) attainment of 93% physical occupancy or
(2) one year after completion of construction. The operating performance for all
of our apartment communities combined for the three months ended March 31, 2000
and 1999 is summarized as follows:
<TABLE>
<CAPTION>
<C>
Three Months Ended March 31,
-----------------------------------------
$ %
2000 1999 Change Change
------- ------- ------- -------
<S> <C> <C> <C> <C>
RENTAL AND OTHER PROPERTY REVENUES:
Same store communities (1) $53,968 $52,201 $1,767 3.4%
Communities stabilized during the 2000 Period, but not
the 1999 Period (2) 3,373 2,806 567 20.2%
Development and lease-up communities (3) - - - -
Acquired communities (4) - - - -
Sold communities (5) - 3,394 -3,394 -100.0%
------- ------- ------- -------
Total property revenues $57,341 $58,401 -$1,060 -1.8%
------- ------- ------- -------
PROPERTY OPERATING AND MAINTENANCE EXPENSES
(EXCLUSIVE OF DEPRECIATION AND AMORTIZATION):
Same store communities (1) $17,537 $17,686 -$149 -0.8%
Communities stabilized during the 2000 Period, but not
the 1999 Period (2) 1,034 1,042 -8 -0.8%
Development and lease-up communities (3) - - - -
Acquired communities (4) - - - -
Sold communities (5) - 1,372 -1,372 -100.0%
------- ------- ------- -------
Total specified expenses $18,571 $20,100 -$1,529 -7.6%
------- ------- ------- -------
Revenues in excess of specified expenses $38,770 $38,301 $469 1.2%
------- ------- ------- -------
Revenues in excess of specified expenses as a percentage of total
property revenues 67.6% 65.6% - 2.0%
------- ------- ------- -------
<FN>
(1) Communities which were owned and fully stabilized throughout both the 2000 Period and 1999 Period ("same store").
(2) Communities which were stabilized during all of the 2000 Period, but not the 1999 Period.
(3) Communities in the development and/or lease-up phase which were not fully stabilized during all or any of the 2000 Period.
(4) Communities which were acquired subsequent to January 1, 1999.
(5) Communities which were sold subsequent to January 1, 1999.
</FN>
</TABLE>
<PAGE>
Page 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
Total property revenues decreased $1,060, or 1.8%, from $58,401 to $57,341
due primarily to the sale of six apartment communities in 1999 which is offset
by an increase in the number of apartment homes resulting from the development
of additional communities and an increase in rental rates on communities
stabilized throughout both periods ("same store"). Below is additional data
regarding the increases in total property revenues for two of the five community
categories presented in the preceding table:
Same store communities:
<TABLE>
<CAPTION>
Number of Occupancy Change Percent
Number of Apartment Percent During the in Change in Change in
Market Communities Homes of Total 2000 Period Occupancy Revenues Revenues
- ------ ----------- --------- -------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Houston 19 6,274 28.7% 96.5% 3.8% $ 201 1.4%
Atlanta 18 5,378 24.6% 93.9% -1.3% 388 3.1%
South Florida 14 3,948 18.1% 95.9% 0.0% 219 2.2%
Dallas 9 2,085 9.5% 94.1% 2.7% 140 2.6%
Austin 6 1,517 6.9% 96.5% 4.7% 542 12.4%
Nashville 4 1,166 5.3% 94.9% 3.6% 109 5.0%
Memphis 2 964 4.4% 97.3% 6.5% 137 7.8%
San Antonio 2 544 2.5% 89.1% 1.8% 24 2.1%
----------- --------- -------- ----------- --------- --------- ---------
74 21,876 100.0% 95.3% 1.9% $1,760(a) 3.4%
=========== ========= ======== =========== ========= ========= =========
<FN>
(a) The above table excludes The Commons at Little Lake Bryan I, a community comprising 280 apartment homes that is leased to a
single user group pursuant to a triple net master lease. Revenues for The Commons at Little Lake Bryan I increased $7, or
1.2%, in the 2000 Period compared to the 1999 Period and occupancy was 100% for both the 2000 Period and the 1999 Period.
</FN>
</TABLE>
Communities stabilized during the 2000 Period but not during the 1999 Period:
<TABLE>
<CAPTION>
Number of Occupancy Change
Number of Apartment Percent During the in
Market Communities Homes Of Total 2000 Period Revenues
------ ----------- --------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
Atlanta 1 386 34.4% 95.1% $ 211
Houston 1 256 22.8% 96.2% 120
South Florida 1 249 22.2% 93.9% -60
Orlando 1 231 20.6% 94.2% 296
----------- --------- -------- ----------- --------
4 1,122 100.0% 94.7% $ 567
=========== ========= ======== =========== ========
</TABLE>
Other revenues increased $945, or 42.2%, from $2,240 to $3,185 due
primarily to a gain on sale of cable equipment to a cable service provider.
Property operating and maintenance expense (exclusive of depreciation and
amortization) decreased $1,529, or 7.6%, from $20,100 to $18,571 due primarily
to the sale of six apartment communities in 1999.
Real estate depreciation and amortization expense decreased $964, or 8.2%,
from $11,809 to $10,845 due primarily to the sale of six apartment communities
in 1999.
<PAGE>
Page 16
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
Property management expense for owned communities and third party
properties on a combined basis increased $414, or 20.0%, from $2,066 to $2,480
due primarily to (1) increased staffing and equipment support related to our
strategic initiatives for enhanced management information systems, and (2)
inflationary increases in expenses. We allocate property management expenses to
both owned communities and third party properties based on the proportionate
share of total apartment homes and units managed.
Interest expense and credit enhancement fees increased $232, or 2.2%, from
$10,803 to $11,035 due primarily to an increase in operating debt associated
with the development of additional communities and higher interest rates. These
increases have been offset in part by the sale of six apartment communities in
1999, the proceeds of which were partially used to reduce outstanding
indebtedness.
General and administrative expense increased $489, or 29.1%, from $1,680 to
$2,169 due primarily to (1) an increase in abandoned real estate pursuit costs,
(2) an increase in long-term compensation expense, and (3) inflationary
increases in expenses.
Severance costs of $2,000 in the 1999 Period represent charges associated
with organizational changes resulting from management succession directives.
Gain on sale of real estate assets of $666 in the 1999 Period relates to
the sale of an apartment community located in Atlanta comprising 213 apartment
homes.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities decreased from $15,796 for the
three months ended March 31, 1999 to $15,682 for the three months ended March
31, 2000 due to (1) a change in other liabilities between periods of $4,788 and
(2) a change in restricted cash between periods of $466. Such decreases were
offset in part by (1) a change in other assets between periods of $2,777 and (2)
an increase of $2,363 in income (a) before certain non-cash or non-operating
items, including depreciation, amortization, equity in income of joint ventures,
gain on sale of real estate assets, and long-term compensation expense and (b)
after operating distributions received from joint ventures.
We had $20,992 of net cash used in investing activities for the three
months ended March 31, 2000 compared to $45,859 of net cash provided by
investing activities for the three months ended March 31, 1999. During the three
months ended March 31, 2000, we expended $16.5 million related to development
expenditures, including related land acquisitions, $1.1 million related to our
investment in joint ventures, $2.5 million related to recurring, non-revenue
enhancing capital expenditures for operating apartment communities, and $0.9
million related to non-recurring, renovation/revenue enhancing capital
expenditures. During the three months ended March 31, 1999, we received cash of
(1) $60.3 million in connection with our contribution of interests in certain
development communities to the Gables Residential Apartment Portfolio Joint
Venture and (2) $19.0 million in connection with the sale of an operating
apartment community. During the three months ended March 31, 1999, we expended
$30.1 million related to development expenditures, including related land
acquisitions, $2.2 million related to recurring, non-revenue enhancing capital
expenditures for operating apartment communities, and $1.2 million related to
non-recurring, renovation/revenue enhancing capital expenditures.
We had $200 of net cash used in financing activities for the three months
ended March 31, 2000 compared to $60,806 for the three months ended March 31,
1999. During the three months ended March 31, 2000, we had payments for
distributions totaling $20.0 million and payments for Unit redemptions in
connection with the Trust's common equity repurchase program totaling $9.8
million. These payments were offset by net borrowings of $29.8 million. During
the three months ended March 31, 1999, we had net repayments of borrowings of
$42.6 million and net payments of distributions totaling $18.0 million. The
repayments of borrowings were funded by the net cash provided by investing
activities.
<PAGE>
Page 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
The Trust has elected to be taxed as a REIT under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended. Under current law, a REIT must
distribute at least 95% of its ordinary taxable income. As a result of recently
enacted tax legislation, effective for tax years beginning after December 31,
2000, the distribution requirement has been reduced from 95% to 90% of a REIT's
ordinary taxable income. Provided the Trust maintains its qualification as a
REIT, it generally will not be subject to federal income tax on distributed net
income.
The recently enacted tax legislation also alters the requirements for
qualification as a REIT. In particular, the new legislation generally
liberalizes, from the perspective of our historic operations, the asset
diversification requirements applicable to REITs. Effective for tax years
beginning after December 31, 2000, a REIT may own the securities of a "taxable
REIT subsidiary" without limitation on the REIT's voting control over the
subsidiary, provided that not more than 20% of the value of the REIT's total
assets is represented by securities of one or more taxable REIT subsidiaries. A
taxable REIT subsidiary would include a corporation in which the Trust directly
or indirectly owns stock and which has elected to be treated as a taxable REIT
subsidiary.
As of March 31, 2000, we had total indebtedness of $785,287, cash and cash
equivalents of $2,453, and principal escrow deposits reflected in restricted
cash of $3,006. Our indebtedness has an average of 4.8 years to maturity at
March 31, 2000. The aggregate maturities of notes payable at March 31, 2000 are
as follows:
2000 $ 95,582
2001 58,600
2002 146,280
2003 65,602
2004 79,383
2005 and thereafter 339,840
--------
$785,287
========
The maturities in 2000 include (1) a $50 million unsecured senior note
which matures in October, 2000, (2) an outstanding balance of $18.2 million
under our $25 million credit facility which currently matures in October, 2000,
and (3) an outstanding balance of $25.0 million under our $50 million borrowing
facility which had a maturity date of April, 2000 that was extended to April,
2001 subsequent to quarter-end.
Distributions through the first quarter of 2000 have been paid from cash
provided by operating activities. We anticipate that distributions will continue
to be paid on a quarterly basis from cash provided by operating activities.
We have met and expect to continue to meet our short-term liquidity
requirements generally through net cash provided by operations. Our net cash
provided by operations has been adequate and we believe that it will continue to
be adequate to meet both operating requirements and payment of dividends in
accordance with REIT requirements. The budgeted expenditures for improvements
and renovations to our communities, in addition to monthly principal
amortization payments, are also expected to be funded from net cash provided by
operations. We anticipate that construction and development activities as well
as land purchases will be initially funded primarily through borrowings under
our credit facilities described below.
We expect to meet certain of our long-term liquidity requirements, such as
scheduled debt maturities, repayment of short-term financing of construction and
development activities and possible property acquisitions, through long-term
secured and unsecured borrowings, the issuance of debt securities or equity
securities, private equity investments in the form of joint ventures, or through
the disposition of assets which, in our evaluation, may no longer meet our
investment requirements.
<PAGE>
Page 18
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
$225 Million Credit Facility
We have a $225 million unsecured revolving credit facility provided by a
consortium of banks. The facility currently has a maturity date of May, 2002
with two one-year extension options. Borrowings under the facility currently
bear interest at our option of LIBOR plus 0.95% or prime minus 0.25%. Such
scheduled interest rates may be adjusted up or down based on changes in our
senior unsecured credit ratings. We may also enter into competitive bid loans
with participating banks for up to $112.5 million at rates below the scheduled
rates. In addition, we pay an annual facility fee equal to 0.15% of the $225
million commitment. Availability under the facility is based on the value of our
unencumbered real estate assets as compared to the amount of our unsecured
indebtedness. As of March 31, 2000, we had $60.0 million in borrowings
outstanding under the facility and, therefore, had $165 million of remaining
capacity on the $225 million commitment.
$25 Million Credit Facility
We have a $25 million unsecured revolving credit facility with a bank that
currently bears interest at LIBOR plus 0.95%. We expect to exercise one of our
unlimited one-year extension options prior to the facility's current maturity in
October, 2000. We have $18.2 million in borrowings outstanding under this
facility at March 31, 2000.
$50 Million Borrowing Facility
At December 31, 1999, we had a $25 million unsecured borrowing facility
with a bank. In connection with the extension of the April, 2000 maturity date
to April, 2001, the availability under the facility was increased to $50
million. The interest rate and maturity date related to each draw on this
facility is agreed to by both parties prior to each draw. At March 31, 2000, we
had $25.0 million in borrowings outstanding under this facility at an interest
rate of 7.00%.
Restrictive Covenants
Certain of our debt agreements contain customary representations, covenants
and events of default, including covenants which restrict our ability to make
distributions in excess of stated amounts, which in turn restricts the Trust's
discretion to declare and pay dividends. In general, during any fiscal year we
may only distribute up to 95% of our consolidated income available for
distribution (as defined in the related agreement) exclusive of distributions of
capital gains for such year. The applicable debt agreements contain exceptions
to these limitations to allow us to make any distributions necessary to allow us
to maintain our status as a REIT. We do not anticipate that this provision will
adversely effect our ability to make distributions or the Trust's ability to
declare dividends, as currently anticipated.
INFLATION
Substantially all leases at our communities are for a term of one year or
less, which may enable us to seek increased rents upon renewal of existing
leases or commencement of new leases in times of rising prices. The short-term
nature of these leases generally serves to lessen the impact of cost increases
arising from inflation.
CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words "believe", "expect",
"anticipate", "intend", "estimate", "assume" and other similar expressions which
are predictions of or indicate future events and trends and which do not relate
solely to historical matters identify forward-looking statements. These
statements include, among other things, statements regarding our intent, belief
or expectations with respect to the following: (1) the declaration or payment of
distributions, (2) potential developments or acquisitions or dispositions of
properties, assets or other entities, (3) our policies regarding investments,
indebtedness, acquisitions, dispositions, financings, conflicts of interest and
other matters, (4) the Trust's qualification as a REIT under the Internal
Revenue Code, (5) the real estate markets in which we operate, (6) in general,
the availability of debt and equity financing, interest rates and general
economic conditions, and (7) trends affecting our financial condition or results
of operations.
<PAGE>
Page 19
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
Reliance should not be placed on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors which are, in
some cases, beyond our control and may cause our actual results, performance or
achievements to differ materially from anticipated future results, performance
or achievements expressed or implied by such forward-looking statements. Factors
that might cause such a difference include, but are not limited to, the
following: (1) we may abandon or fail to secure development opportunities, (2)
construction costs of a community may exceed original estimates, (3)
construction and lease-up may not be completed on schedule, resulting in
increased debt service expense and construction costs and reduced rental
revenues, (4) occupancy rates and market rents may be adversely affected by
local economic and market conditions which are beyond our control, (5) financing
may not be available or may not be available on favorable terms, (6) our cash
flow may be insufficient to meet required payments of principal and interest,
and (7) existing indebtedness may mature in an unfavorable credit environment,
preventing such indebtedness from being refinanced or, if financed, causing such
refinancing to occur on terms that are not as favorable as the terms of existing
indebtedness. While forward-looking statements reflect our good faith beliefs,
they are not guarantees of future performance. We disclaim any obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 5 to Consolidated Financial Statements.
<PAGE>
Page 20
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
COMPLETED COMMUNITIES IN LEASE-UP AND DEVELOPMENT AT MARCH 31, 2000
<TABLE>
<CAPTION>
Actual or Estimated Quarter of
Number of Total Percent at March 31, 2000 -------------------------------------------------
Apartment Budgeted -------------------------- Construction Initial Construction Stabilized
Community Homes Cost Complete Leased Occupied Start Occupancy End Occupancy
- --------- --------- -------- -------- ------ -------- ------------ --------- ------------ ----------
(millions) (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WHOLLY-OWNED DEVELOPMENT COMMUNITIES:
ORLANDO, FL
Gables Chatham Square 448 $ 37 39% 100% -- 2 Q 1999 2 Q 2000 3 Q 2001 3 Q 2001
Gables North Village 315 40 20% -- -- 2 Q 1999 4 Q 2000 4 Q 2001 1 Q 2002
DALLAS, TX
Gables State Thomas II 177 36 15% -- -- 4 Q 1999 4 Q 2000 2 Q 2001 4 Q 2001
--- ----
WHOLLY-OWNED TOTALS 940 $113
--- ----
CO-INVESTMENT DEVELOPMENT/LEASE-UP COMMUNITIES (2), (3):
BOCA RATON, FL
Gables Crestwood 290 $ 25 15% -- -- 4 Q 1999 3 Q 2000 2 Q 2001 4 Q 2001
Gables Grande Isle 320 23 81% 28% 20% 2 Q 1999 1 Q 2000 4 Q 2000 1 Q 2001
Gables Palma Vista 189 23 96% 59% 44% 1 Q 1999 4 Q 1999 2 Q 2000 4 Q 2000
Gables San Michele II 343 40 98% 74% 65% 3 Q 1998 2 Q 1999 2 Q 2000 4 Q 2000
DALLAS, TX
Gables San Raphael 222 17 100% 86% 78% 3 Q 1998 2 Q 1999 4 Q 1999 2 Q 2000
Gables Ravello 290 33 66% -- -- 2 Q 1999 2 Q 2000 1 Q 2001 3 Q 2001
ATLANTA, GA
Gables Metropolitan I 435 49 98% 75% 64% 2 Q 1998 3 Q 1999 2 Q 2000 4 Q 2000
HOUSTON, TX
Gables Raveneaux 382 28 100% 85% 75% 3 Q 1998 2 Q 1999 1 Q 2000 3 Q 2000
----- ----
CO-INVESTMENT TOTALS 2,471 $238 (3)
----- ----
DEVELOPMENT TOTALS 3,411 $351
===== ====
<FN>
(1) Stabilized occupancy is defined as the earlier to occur of (i) 93% occupancy or (ii) one year after completion of construction.
(2) These communities were contributed into the Gables Residential Apartment Portfolio Joint Venture.
(3) Construction loan proceeds are expected to fund 50% of the total budgeted costs. The remaining costs will be funded by capital
contributions to the venture from the venture partner and us in a funding ratio of 80% and 20%, respectively.
</FN>
</TABLE>
The following is a "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of
1934, as amended. The projections and estimates contained in the table above are
forward-looking statements. These forward-looking statements involve risks and
uncertainties and actual results may differ materially from those projected in
such statements. Risks associated with our development, construction, and
lease-up activities, which could impact the forward-looking statements made,
include: development opportunities may be abandoned; construction costs of a
community may exceed original estimates, possibly making the community
uneconomical; and construction and lease-up may not be completed on schedule,
resulting in increased debt service and construction costs.
<PAGE>
Page 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
STABILIZED APARTMENT COMMUNITIES AT MARCH 31, 2000
<TABLE>
<CAPTION>
March 31, 2000 Scheduled Rent Per
---------------------------------
Number of March 31, 2000
COMMUNITY Homes Occupancy Unit Square Foot
- --------- --------- -------------- -------- -----------
<S> <C> <C> <C> <C>
HOUSTON, TX
Austin Colony 237 98% $ 880 $ 0.90
Baybrook Village 776 99% 584 0.73
Gables Bradford Place 372 95% 722 0.84
Gables Bradford Pointe 360 96% 632 0.82
Gables Champions 404 96% 727 0.80
Gables CityPlaza 246 97% 837 0.95
Gables Cityscape 252 98% 884 1.04
Gables CityWalk/Waterford Square 317 97% 914 1.13
Gables Edgewater 292 99% 843 0.96
Gables Meyer Park 345 98% 842 0.98
Gables New Territory 256 98% 849 0.93
Gables of First Colony 324 98% 905 0.91
Gables Piney Point 246 97% 901 0.97
Gables Pin Oak Green 582 95% 910 0.89
Gables Pin Oak Park 477 95% 952 0.93
Gables River Oaks 228 93% 1,411 1.16
Lions Head 277 95% 757 0.90
Metropolitan Uptown (JV) 318 96% 1,032 1.13
Rivercrest I 140 96% 754 0.89
Rivercrest II 140 94% 743 0.88
Windmill Landing 259 96% 686 0.79
----- ---- ----- ----
6,848 97% 828 0.92
ATLANTA, GA
Briarcliff Gables 104 96% 1,160 0.94
Buckhead Gables 162 96% 874 1.16
Dunwoody Gables 311 96% 864 0.93
Gables Cityscape 192 98% 895 1.08
Gables Mill 438 95% 862 0.93
Gables Northcliff 82 91% 1,237 0.79
Gables Sugarloaf 386 94% 846 0.84
Gables Vinings 315 97% 1,015 0.95
Gables Walk 310 95% 1,063 0.90
Gables Wood Arbor 140 98% 732 0.80
Gables Wood Crossing 268 98% 747 0.78
Gables Wood Glen 380 94% 721 0.73
Gables Wood Knoll 312 94% 744 0.75
Lakes at Indian Creek 603 92% 658 0.72
Rock Springs Estates 295 91% 955 0.94
Roswell Gables I 384 96% 899 0.83
Roswell Gables II 284 96% 899 0.76
Spalding Gables 252 97% 918 0.93
Wildwood Gables 546 93% 896 0.79
----- ---- ----- ----
5,764 95% 862 0.85
SOUTH FL
Boca Place 180 98% 869 0.89
Cotton Bay 444 97% 729 0.74
Hampton Lakes 300 97% 774 0.73
Hampton Place 368 95% 745 0.78
Kings Colony 480 99% 784 0.88
Mahogany Bay 328 95% 801 0.80
</TABLE>
<PAGE>
Page 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
STABILIZED APARTMENT COMMUNITIES AT MARCH 31, 2000
(CONTINUED FROM PREVIOUS PAGE)
<TABLE>
<CAPTION>
March 31, 2000 Scheduled Rent Per
---------------------------------
Number of March 31, 2000
COMMUNITY Homes Occupancy Unit Square Foot
- --------- --------- -------------- -------- -----------
<S> <C> <C> <C> <C>
SOUTH FL (continued)
Mizner on the Green 246 98% $1,631 $ 1.29
San Michele 249 92% 1,415 1.06
San Remo 180 93% 1,257 0.69
Town Colony 172 99% 851 0.99
Vinings at Boynton Beach I 252 92% 910 0.76
Vinings at Boynton Beach II 296 92% 926 0.77
Vinings at Hampton Village 168 95% 817 0.68
Vinings at Town Place 312 96% 845 1.01
Vinings at Wellington 222 94% 1,029 0.77
----- ---- ------ ------
4,197 96% 926 0.85
DALLAS, TX
Arborstone 536 99% 535 0.75
Gables at Pearl Street 108 94% 1,377 1.26
Gables CityPlace 232 96% 1,355 1.29
Gables Green Oaks 300 96% 833 0.87
Gables Mirabella 126 92% 1,260 1.38
Gables Preston 126 95% 1,067 0.97
Gables Spring Park 188 97% 951 0.90
Gables Turtle Creek 150 95% 1,219 1.21
Gables Valley Ranch 319 97% 956 0.94
----- ---- ------ ------
2,085 96% 940 1.00
AUSTIN, TX
Gables at the Terrace 308 97% 1,105 1.16
Gables Bluffstone 256 96% 1,124 1.14
Gables Central Park 273 99% 1,225 1.30
Gables Great Hills 276 97% 863 1.04
Gables Park Mesa 148 97% 1,154 1.06
Gables Town Lake 256 99% 1,241 1.33
----- ---- ------ ------
1,517 98% 1,114 1.18
MEMPHIS, TN
Arbors of Harbortown (JV) 345 90% 857 0.87
Gables Cordova 464 98% 645 0.69
Gables Stonebridge 500 98% 685 0.78
----- ---- ------ ------
1,309 96% 716 0.77
NASHVILLE, TN
Brentwood Gables 254 94% 850 0.75
Gables Hendersonville 364 96% 651 0.69
Gables Hickory Hollow I 272 98% 665 0.73
Gables Hickory Hollow II 276 98% 665 0.71
----- ---- ------ ------
1,166 96% 701 0.72
SAN ANTONIO, TX
Gables Colonnade I 312 92% 808 0.89
Gables Wall Street 232 94% 816 0.86
----- ---- ------ ------
544 93% 811 0.88
ORLANDO, FL
Gables Celebration 231 94% 1,244 1.07
The Commons at Little Lake Bryan I 280 100% ---- (A) ---- (A)
----- ---- ------ ------
511 97% 1,244 1.07
TOTALS 23,941 96% $ 873 $ 0.88
====== ==== ====== ======
<FN>
(A) This property is leased to a single user group pursuant to a triple net master lease. Accordingly, scheduled rent data is not
reflected as it is not comparable to the rest of our portfolio.
</FN>
</TABLE>
<PAGE>
Page 23
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
A summary of our portfolio indebtedness and interest rate protection
agreement as of March 31, 2000 follows:
<TABLE>
<CAPTION>
PORTFOLIO INDEBTEDNESS SUMMARY
Percentage Interest Total Years to
Type of Indebtedness Balance of Total Rate (1) Rate (2) Maturity
- -------------------- --------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Unsecured fixed-rate senior notes $ 165,000 21.01% 6.71% 6.71% 3.23
Tax-exempt variable-rate loans 150,070 19.11% 3.94% 4.92% 6.19
Secured fixed-rate notes 119,570 15.23% 7.79% 7.79% 8.22
Unsecured fixed-rate notes 117,106 14.91% 8.31% 8.31% 4.37
Unsecured variable-rate credit facilities 103,166 13.14% 6.89% 6.89% 0.72
Tax-exempt fixed-rate loans 90,375 11.51% 5.89% 6.31% 7.39
Unsecured variable-rate term loan 40,000 5.09% 6.92% 6.92% 1.59
--------- ------- ------ ------ -----
Total portfolio debt (3), (4) $ 785,287 100.00% 6.52% 6.76% 4.79
========= ======= ====== ====== =====
<FN>
(1) Interest Rate represents the weighted average interest rate incurred on our indebtedness, exclusive
of deferred financing cost amortization and credit enhancement fees, as applicable.
(2) Total Rate represents the Interest Rate (1) plus credit enhancement fees, as applicable.
(3) Interest associated with construction activities is capitalized as a cost of development and does not
impact current earnings. The qualifying construction expenditures at March 31, 2000 for purposes
of interest capitalization were $107,719.
(4) Excludes (a) $16.4 million of tax-exempt bonds and $18.6 million of outstanding conventional
indebtedness related to joint ventures in which we own a 25% interest and (b) $76.7 million of
construction loan indebtedness related to a joint venture in which we own a 20% interest.
</FN>
</TABLE>
INTEREST RATE PROTECTION AGREEMENT SUMMARY
<TABLE>
<CAPTION>
Notional Effective Termination
Description of Agreement Amount Rate Date Date
- ------------------------ -------- ---- --------- -----------
<S> <C> <C> <C> <C>
LIBOR, 30-day - "Rate Swap" $ 40,000 4.79 (5) 11/30/98 09/29/00
<FN>
(5) The 30-day LIBOR rate in effect at March 31, 2000 was 6.1325%.
</FN>
</TABLE>
<PAGE>
Page 24
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
SUPPLEMENTAL DISCUSSION - Funds From Operations and
Adjusted Funds From Operations
We consider funds from operations ("FFO") to be a useful performance
measure of the operating performance of an equity REIT because, together with
net income and cash flows, FFO provides investors with an additional basis to
evaluate the ability of a REIT to incur and service debt and to fund
distributions and capital expenditures. We believe that in order to facilitate a
clear understanding of our operating results, FFO should be examined in
conjunction with net income as presented in the financial statements and data
included elsewhere in this report. We compute FFO in accordance with standards
established by the National Association of Real Estate Investment Trusts
("NAREIT"). Effective January 1, 2000, NAREIT amended its definition of FFO to
include in FFO all non-recurring items, except those defined as extraordinary
items under GAAP and gains and losses from sales of depreciable operating
property. We are using the amended definition of FFO in reporting our results
for all periods on or after January 1, 2000. In addition, we have restated FFO
reported for prior periods. FFO as defined by NAREIT represents net income
(loss) determined in accordance with GAAP, excluding extraordinary items as
defined under GAAP and gains or losses from sales of depreciable operating
property, plus certain non-cash items such as real estate depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. FFO presented herein is not necessarily comparable to FFO presented by
other real estate companies due to the fact that not all real estate companies
use the same definition. However, our FFO is comparable to the FFO of real
estate companies that use the amended NAREIT definition. Adjusted funds from
operations ("AFFO") is defined as FFO less recurring, non-revenue enhancing
capital expenditures. FFO and AFFO should not be considered alternatives to net
income as indicators of our operating performance or as alternatives to cash
flows as measures of liquidity. FFO does not measure whether cash flow is
sufficient to fund all of our cash needs, including principal amortization,
capital expenditures, and distributions to unitholders. Additionally, FFO does
not represent cash flows from operating, investing or financing activities as
defined by GAAP. Reference is made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
for a discussion of our cash needs and cash flows. A reconciliation of FFO and
AFFO follows:
<TABLE>
<CAPTION>
Three Months
Ended March 31,
2000 1999
------- --------
<S> <C> <C>
Net income available to common unitholders $11,504 $ 8,983
Gain on sale of real estate assets - (666)
Real estate asset depreciation:
Wholly-owned real estate assets 10,845 11,809
Joint venture real estate assets 227 58
------- -------
Total depreciation 11,072 11,867
------- -------
FUNDS FROM OPERATIONS - BASIC $22,576 $20,184
------- -------
Amortization of discount on long-term liability - 192 (a)
------- -------
FUNDS FROM OPERATIONS - DILUTED $22,576 $20,376
------- -------
Recurring, non-revenue enhancing capital
expenditures:
Carpet 892 839
Roofing 28 20
Exterior painting - -
Appliances 121 109
Other additions and improvements 1,426 1,267
------- -------
Total capital expenditures 2,467 2,235
------- -------
ADJUSTED FUNDS FROM OPERATIONS - DILUTED $20,109 $18,141
======= =======
AVERAGE UNITS OUTSTANDING - BASIC 31,161 32,771
======= =======
AVERAGE UNITS OUTSTANDING - DILUTED 31,179 33,345 (a)
======= =======
</TABLE>
(a) This obligation was settled with Units on January 1, 2000. Such Units
are excluded from basic Units outstanding, but are included in the
calculation of diluted Units outstanding.
<PAGE>
Page 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
- -------------------------------------------------------------------------------
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our capital structure includes the use of variable rate and fixed rate
indebtedness. As such, we are exposed to the impact of changes in interest
rates. We periodically seek input from third party consultants regarding market
interest rate and credit risk in order to evaluate our interest rate exposure.
In certain situations, we may utilize derivative financial instruments in the
form of rate caps, rate swaps or rate locks to hedge interest rate exposure by
modifying the interest rate characteristics of related balance sheet instruments
and prospective financing transactions. We do not utilize such instruments for
trading or speculative purposes.
We typically refinance maturing debt instruments at then-existing market
interest rates and at terms which may be more or less than the interest rates
and terms on the maturing debt.
Refer to our Annual Report on Form 10-K for the year ended December 31,
1999 for detailed disclosure about quantitative and qualitative disclosures
about market risk. Quantitative and qualitative disclosures about market risk
have not materially changed since December 31, 1999.
<PAGE>
Page 26
Part II - Other Information
Item 1: Legal Proceedings
None
Item 2: Changes in Securities
On January 1, 2000, we issued 469,738 Units valued at $10.4
million in connection with the South Florida acquisition.
These Units were issued in reliance on an exemption from
registration under Section 4(2) of the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder.
Each time the Trust issues shares of beneficial interest, it
contributes the proceeds of such issuance to us in return
for a like number of Units with rights and preferences
analogous to the shares issued. During the period commencing
January 1, 2000 and ending March 31, 2000, in connection
with such issuances of shares by the Trust during that time
period, we issued an aggregate 82,731 common Units to the
Trust. Such Units were issued in reliance on an exemption
from registration under Section 4(2) of the Securities Act
of 1933, as amended, and the rules and regulations
promulgated thereunder.
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
27 * Financial Data Schedule
---------------------
* Filed herewith
<PAGE>
Page 27
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 9, 2000 GABLES REALTY LIMITED PARTNERSHIP
By: Gables GP, Inc.
Its: General Partner
/s/ Marvin R. Banks, Jr.
------------------------
Marvin R. Banks, Jr.
Senior Vice President and Chief
Financial Officer
(Authorized Officer of the Registrant
and Principal Financial Officer)
Date: May 9, 2000
/s/ Dawn H. Severt
------------------------
Dawn H. Severt
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF GABLES REALTY LIMITED PARTNERSHIP FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001039797
<NAME> Gables Realty Limited Partnership
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 10,379
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,606,354
<DEPRECIATION> 183,093
<TOTAL-ASSETS> 1,473,559
<CURRENT-LIABILITIES> 0
<BONDS> 785,287
0
0
<COMMON> 0
<OTHER-SE> 656,417
<TOTAL-LIABILITY-AND-EQUITY> 1,473,559
<SALES> 0
<TOTAL-REVENUES> 60,526
<CGS> 0
<TOTAL-COSTS> 34,215
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,286
<INCOME-PRETAX> 15,025
<INCOME-TAX> 0
<INCOME-CONTINUING> 15,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,504
<EPS-BASIC> 0.37
<EPS-DILUTED> 0.37
</TABLE>
