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 September 30, 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
<PAGE>
GABLES REALTY LIMITED PARTNERSHIP
FORM 10 - Q INDEX
Part I FINANCIAL INFORMATION
Page
Item 1: Financial Statements
Consolidated Balance Sheets as of September 30, 2000
and December 31, 1999 3
Consolidated Statements of Operations for the
three and nine months ended September 30, 2000 and 1999 4
Consolidated Statements of Cash Flows for the
nine months ended September 30, 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 28
Part II OTHER INFORMATION 29
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 30
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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)
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS:
Real estate assets:
Land $ 213,868 $ 220,298
Buildings 1,155,357 1,177,628
Furniture, fixtures and equipment 96,232 91,835
Construction in progress 97,669 37,984
Investment in joint ventures 24,856 23,471
Land held for future development 25,132 38,168
----------- -----------
Real estate assets before accumulated depreciation 1,613,114 1,589,384
Less: accumulated depreciation (196,598) (172,247)
----------- -----------
Net real estate assets 1,416,516 1,417,137
Cash and cash equivalents 5,197 7,963
Restricted cash 30,486 8,871
Deferred financing costs, net 3,631 4,007
Other assets, net 36,590 33,386
----------- -----------
Total assets $ 1,492,420 $ 1,471,364
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL:
Notes payable $ 798,641 $ 755,485
Accrued interest payable 5,338 5,949
Preferred distributions payable 1,128 962
Real estate taxes payable 18,815 16,824
Accounts payable and accrued expenses - construction 10,292 5,555
Accounts payable and accrued expenses - operating 15,471 11,240
Security deposits 4,372 4,395
Other liability, net - 10,693
----------- -----------
Total liabilities 854,057 811,103
Limited partners' common capital interest (6,667 and 6,234 common Units)
at redemption value 184,018 136,757
Preferred partner's capital interest (180 Series Z Preferred Units)
at $25.00 liquidation preference 4,500 4,500
Commitments and contingencies
Partners' capital:
General partner (299 and 309 common Units) 4,566 5,154
Limited partner (22,972 and 24,361 common Units) 280,279 348,850
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 449,845 519,004
----------- -----------
Total liabilities, partners' capital interest and partners' capital $ 1,492,420 $ 1,471,364
=========== ===========
<FN>
The accompanying notes are an integral part of these consolidated balance sheets.
</FN>
</TABLE>
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Page 4
<TABLE>
<CAPTION>
GABLES REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and Amounts in Thousands, Except Per Unit Data)
Three Months Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental revenues $ 54,079 $ 56,155 $162,772 $166,923
Other property revenues 3,142 3,295 9,402 9,354
-------- -------- -------- --------
Total property revenues 57,221 59,450 172,174 176,277
-------- -------- -------- --------
Property management revenues 1,298 1,231 3,797 3,784
Development revenues, net 688 760 2,215 1,989
Equity in income of joint ventures 198 120 404 302
Interest income 290 158 756 497
Other 562 1,141 2,070 1,892
-------- -------- -------- --------
Total other revenues 3,036 3,410 9,242 8,464
-------- -------- -------- --------
Total revenues 60,257 62,860 181,416 184,741
-------- -------- -------- --------
EXPENSES:
Property operating and maintenance
(exclusive of items shown separately below) 19,256 20,288 56,594 59,919
Real estate asset depreciation and amortization 10,894 11,721 32,686 35,251
Property management - owned 1,511 1,370 4,390 3,788
Property management - third party 1,085 993 3,122 2,771
Interest expense and credit enhancement fees 11,214 11,245 33,767 33,381
Amortization of deferred financing costs 228 235 680 696
General and administrative 1,814 1,474 5,703 4,794
Severance costs - - - 2,000
Corporate asset depreciation and amortization 171 151 488 403
-------- -------- -------- --------
Total expenses 46,173 47,477 137,430 143,003
-------- -------- -------- --------
Gain on sale of real estate assets 19,310 4,019 19,310 4,685
-------- -------- -------- --------
Net income 33,394 19,402 63,296 46,423
Distributions to preferred unitholders (3,521) (3,520) (10,562) (10,561)
-------- -------- -------- --------
Net income available to common unitholders $ 29,873 $ 15,882 $ 52,734 $ 35,862
======== ======== ======== ========
Weighted average number of common Units outstanding - basic 29,864 32,296 30,545 32,533
Weighted average number of common Units outstanding - diluted 29,995 32,341 30,615 32,575
PER COMMON UNIT INFORMATION:
Net income - basic $ 1.00 $ 0.49 $ 1.72 $ 1.10
Net income - diluted $ 1.00 $ 0.49 $ 1.72 $ 1.10
<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
GABLES REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and Amounts in Thousands, Except Per Unit Data)
Nine Months Ended September 30,
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 63,296 $ 46,423
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 33,854 36,350
Equity in income of joint ventures (404) (302)
Gain on sale of real estate assets (19,310) (4,685)
Long-term compensation expense 890 678
Amortization of discount on long-term liability - 520
Operating distributions received from joint ventures 1,129 303
Change in operating assets and liabilities:
Restricted cash 359 (2,143)
Other assets (481) (3,953)
Other liabilities, net 6,985 5,505
-------- --------
Net cash provided by operating activities 86,318 78,696
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition and construction of real estate assets (75,044) (57,162)
Net proceeds from sale of real estate assets 79,950 81,505
Restricted cash held in escrow (21,425) -
Investment in joint ventures (2,110) (4,696)
Proceeds from contribution of real estate assets to joint venture - 60,347
-------- --------
Net cash (used in) provided by investing activities (18,629) 79,994
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from the Trust related to:
Proceeds from the exercise of share options 4,233 502
Share Builder Plan contributions - 6,675
Unit redemptions and Unit redemptions related to treasury share purchases (42,670) (26,504)
Payments of deferred financing costs (460) (415)
Notes payable proceeds 104,906 17,426
Notes payable repayments (75,874) (91,264)
Principal escrow deposits (549) (522)
Preferred distributions paid (10,394) (10,393)
Common distributions paid ($1.63 and $1.55 per Unit, respectively) (49,647) (50,197)
-------- --------
Net cash used in financing activities (70,455) (154,692)
-------- --------
Net change in cash and cash equivalents (2,766) 3,998
Cash and cash equivalents, beginning of period 7,963 7,054
-------- --------
Cash and cash equivalents, end of period $ 5,197 $ 11,052
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 39,851 $ 38,696
Interest capitalized 6,876 5,983
-------- --------
Cash paid for interest, net of amounts capitalized $ 32,975 $ 32,713
======== ========
<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
</TABLE>
<PAGE>
Page 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
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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 September 30, 2000, the Trust was a 77.7% 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 currently 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 September 30, 2000, we owned 76 stabilized multifamily apartment
communities comprising 22,540 apartment homes, of which 35 were developed and 41
were acquired, an indirect 25% general partner interest in two apartment
communities developed by us comprising 663 apartment homes, and an indirect 20%
interest in five apartment communities developed by us comprising 1,571
apartment homes. We also owned six multifamily apartment communities under
development or in lease-up at September 30, 2000 that are expected to comprise
1,523 apartment homes upon completion and an indirect 20% interest in three
apartment communities under development or in lease-up at September 30, 2000
that are expected to comprise 900 apartment homes upon completion. As of
September 30, 2000, we owned parcels of land for the future development of eight
apartment communities expected to comprise an estimated 1,663 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.
<PAGE>
Page 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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
The Trust has a common equity repurchase program pursuant to which it is
currently authorized to purchase up to $150 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 September 30, 2000, we had redeemed 4,083 Units
for a total of $97,437, including 3,798 Units redeemed from the Trust.
<PAGE>
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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 September 30, 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. RECENT PORTFOLIO CHANGES
During the third quarter of 2000, we acquired an apartment community
located in Austin comprising 160 apartment homes. In consideration for such
property, we paid $5.7 million in cash and assumed a $14.1 million secured fixed
rate note.
During the third quarter of 2000, we sold an apartment community located in
Dallas comprising 126 apartment homes, an apartment community located in Houston
comprising 228 apartment homes, two apartment communities located in San Antonio
comprising 544 apartment homes, and a parcel of land adjacent to an existing
apartment community located in Atlanta. The net proceeds from these sales
totaled $80.0 million, $29.9 million of which was deposited into an escrow
account to fund development and acquisition activities facilitated through a
like-kind exchange transaction. The total gain from these sales was $20,245, of
which $19,310 was recognized during the third quarter of 2000. The remaining
gain of $935 was deferred and will be recognized when earned using the
percentage of completion method because we serve as the developer and general
contractor for the purchaser of the land parcel and have a commitment to
construct an apartment community on the parcel of land sold.
5. 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 markets. 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.
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 was funded through contributions of cash
and property. As of September 30, 2000, we had funded our total equity
commitment of $23.8 million to the joint venture. At September 30, 2000,
construction was complete with respect to six of the eight communities and five
of the six completed communities had reached a stabilized occupancy level.
<PAGE>
Page 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
6. 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 and 138, 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. We had no derivative instruments at September 30, 2000.
7. 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 Nine Months
Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic and diluted income available to
common unitholders (numerator):
Net income - basic and diluted $29,873 $15,882 $52,734 $35,862
======= ======= ======= =======
Common Units (denominator):
Average Units outstanding - basic 29,864 32,296 30,545 32,533
Incremental Units from assumed conversions of:
Stock options 127 45 67 42
Other 4 - 3 -
------- ------- ------- -------
Average Units outstanding - diluted 29,995 32,341 30,615 32,575
======= ======= ======= =======
</TABLE>
Options to purchase 216 shares were outstanding at September 30, 2000 but
were not included in the computation of diluted earnings per Unit because the
effect was anti-dilutive.
8. 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.
<PAGE>
Page 10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and Amounts in Thousands, Except Property and Per Unit Data)
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9. 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 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% of our total revenues for the
three months ended September 30, 2000 and 1999, and 95% of our total revenues
for the nine months ended September 30, 2000 and 1999.
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 $37,965 and $39,162 for
the three months ended September 30, 2000 and 1999, respectively, and $115,580
and $116,358 for the nine months ended September 30, 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.
10. 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.
<PAGE>
Page 11
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" in 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 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
The Trust has a common equity repurchase program pursuant to which it is
currently authorized to purchase up to $150 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 September 30, 2000, we had redeemed 4,083 Units
for a total of $97,437, including 3,798 Units redeemed from the Trust.
<PAGE>
Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
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 Acquisition
During the third quarter of 2000, we acquired an apartment community
located in Austin comprising 160 apartment homes. In consideration for such
property, we paid $5.7 million in cash and assumed a $14.1 million secured fixed
rate note. The cash portion of the purchase price was funded by a portion of the
sales proceeds received in connection with the property sales noted below.
Property Sales
During the third quarter of 2000, we sold an apartment community located in
Dallas comprising 126 apartment homes, an apartment community located in Houston
comprising 228 apartment homes, two apartment communities located in San Antonio
comprising 544 apartment homes, and a parcel of land adjacent to an existing
apartment community located in Atlanta. The net proceeds from these sales
totaled $80.0 million, $29.9 million of which was deposited into an escrow
account to fund development and acquisition activities facilitated through a
like-kind exchange transaction. The remaining proceeds were used to pay down $50
million in unsecured senior notes which matured in October, 2000.
During 1999, we sold three apartment communities located in Atlanta
comprising 676 apartment homes, two apartment communities located in Memphis
comprising 490 apartment homes, an 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 markets. 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.
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 was funded through contributions of cash
and property. As of September 30, 2000, we had funded our total equity
commitment of $23.8 million to the joint venture. At September 30, 2000,
construction was complete with respect to six of the eight communities and five
of the six completed communities had reached a stabilized occupancy level.
<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 SEPTEMBER 30,
2000 (THE "2000 PERIOD") TO THE THREE MONTHS ENDED SEPTEMBER 30, 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 September 30,
2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------
$ %
2000 1999 CHANGE CHANGE
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
RENTAL AND OTHER PROPERTY REVENUES:
Same store communities (1) $52,365 $51,032 $ 1,333 2.6%
Communities stabilized during the 2000 Period, but not the 1999 Period (2) 3,485 3,352 133 4.0%
Development and lease-up communities (3) 253 - 253 -
Acquired communities (4) 224 - 224 -
Sold communities (5) 894 5,066 -4,172 -82.4%
---------- ---------- ---------- -----------
Total property revenues $57,221 $59,450 $-2,229 -3.7%
---------- ---------- ---------- -----------
PROPERTY OPERATING AND MAINTENANCE EXPENSES
(EXCLUSIVE OF DEPRECIATION AND AMORTIZATION):
Same store communities (1) $17,629 $17,187 $ 442 2.6%
Communities stabilized during the 2000 Period, but not the 1999 Period (2) 1,139 1,041 98 9.4%
Development and lease-up communities (3) - - - -
Acquired communities (4) 82 - 82 -
Sold communities (5) 406 2,060 -1,654 -80.3%
---------- ---------- ---------- -----------
Total specified expenses $19,256 $20,288 $-1,032 -5.1%
---------- ---------- ---------- -----------
Revenues in excess of specified expenses $37,965 $39,162 $-1,197 -3.1%
---------- ---------- ---------- -----------
Revenues in excess of specified expenses as a percentage of
total property revenues 66.3% 65.9% - 0.4%
---------- ---------- ---------- -----------
<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 July 1, 1999.
(5) Communities which were sold subsequent to July 1, 1999.
</FN>
</TABLE>
Total property revenues decreased $2,229, or 3.7%, from $59,450 to $57,221
due primarily to the sale of four apartment communities during the third quarter
of 2000 and five apartment communities during the second half of 1999. This
decrease is offset in part by an increase in rental rates on communities
stabilized throughout both periods ("same store") and an increase in the number
of apartment homes resulting from the development of additional communities as
well as the acquisition of an apartment community in Austin. Following is
additional data regarding the increases in total property revenues for three of
the five community categories presented in the preceding table:
<PAGE>
Page 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
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 18 6,046 28.8% 95.1% -0.5% $ -37 -0.3%
Atlanta 18 5,378 25.7% 96.2% 1.2% 600 4.7%
So. Florida 14 3,948 18.8% 94.5% -1.8% 193 2.0%
Dallas 8 1,959 9.3% 95.4% 1.1% 6 0.1%
Austin 6 1,517 7.2% 97.6% 2.1% 450 9.5%
Nashville 4 1,166 5.6% 94.7% 1.3% 25 1.1%
Memphis 2 964 4.6% 95.3% 0.7% 93 5.1%
-----------------------------------------------------------------------------------------------
70 20,978 100.0% 95.5% 0.2% $1,330 (a) 2.6%
===============================================================================================
<FN>
(a) The preceding 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 $3, or 0.5%, 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% 96.9% $ 34
Houston 1 256 22.8% 94.8% 2
So. Florida 1 249 22.2% 94.6% 69
Orlando 1 231 20.6% 87.0% 28
------------------------------------------------------------------------------
4 1,122 100.0% 93.4% $133
==============================================================================
</TABLE>
Development and lease-up communities:
<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>
Orlando (b) 1 448 71.7% 35.1% $246
Dallas 1 177 28.3% 0.8% 7
------------------------------------------------------------------------------
2 625 100.0% 15.1% $253
==============================================================================
<FN>
(b) This community is leased to a single user group pursuant to a triple net master lease.
</FN>
</TABLE>
Other revenues decreased $374, or 11.0%, from $3,410 to $3,036 due
primarily to (1) a decrease in income from certain ancillary services, and (2)
income earned during the 1999 period related to certain non-routine items. This
decrease is offset in part by an increase in interest income.
Property operating and maintenance expense (exclusive of depreciation and
amortization) decreased $1,032, or 5.1%, from $20,288 to $19,256 due primarily
to the sale of four apartment communities during the third quarter of 2000 and
five apartment communities during the second half of 1999. This decrease is
offset by a $442, or 2.6%, increase in property operating and maintenance
expense for same store communities. The same store increase represents increased
payroll costs, maintenance and property taxes offset by reduced locator fees.
<PAGE>
Page 16
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
Real estate depreciation and amortization expense decreased $827, or 7.1%,
from $11,721 to $10,894 due primarily to the sale of four apartment communities
during the third quarter of 2000 and five apartment communities during the
second half of 1999.
Property management expense for owned communities and third party
properties on a combined basis increased $233, or 9.9%, from $2,363 to $2,596
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 managed.
Interest expense and credit enhancement fees decreased $31, or 0.3%, from
$11,245 to $11,214 due to the sale of apartment communities during the 2000 and
1999 periods, the proceeds of which were partially used to reduce outstanding
indebtedness. This decrease has been offset in part by higher interest rates and
an increase in operating debt associated with the development of additional
communities as well as the acquisition of an apartment community in Austin.
General and administrative expense increased $340, or 23.1%, from $1,474 to
$1,814 due primarily to (1) an increase in long-term compensation expense, (2)
internal acquisition costs related to the acquisition of an apartment community
in Austin, (3) an accrual for state taxes that were imposed effective beginning
in the year 2000, and (4) inflationary increases in expenses.
Gain on sale of real estate assets of $19,310 in the 2000 Period relates to
the sale of an apartment community located in Dallas comprising 126 apartment
homes, an apartment community located in Houston comprising 228 apartment homes,
two apartment communities located in San Antonio comprising 544 apartment homes,
and a parcel of land adjacent to an existing apartment community located in
Atlanta.
Gain on sale of real estate assets of $4,019 in the 1999 Period relates to
the sale of two apartment communities located in Atlanta comprising 463
apartment homes and two apartment communities located in Memphis comprising 490
apartment homes.
<PAGE>
Page 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2000 (THE "2000 PERIOD") TO THE NINE MONTHS ENDED SEPTEMBER 30, 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 nine months ended September 30,
2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------
$ %
2000 1999 CHANGE CHANGE
-------------------------------------------------
<S> <C> <C> <C> <C>
RENTAL AND OTHER PROPERTY REVENUES:
Same store communities (1) $155,569 $150,817 $ 4,752 3.2%
Communities stabilized during the 2000 Period, but not the 1999 Period (2) 10,264 9,238 1,026 11.1%
Development and lease-up communities (3) 299 - 299 -
Acquired communities (4) 224 - 224 -
Sold communities (5) 5,818 16,222 -10,404 -64.1%
-------------------------------------------------
Total property revenues $172,174 $176,277 $ -4,103 -2.3%
-------------------------------------------------
PROPERTY OPERATING AND MAINTENANCE EXPENSES
(EXCLUSIVE OF DEPRECIATION AND AMORTIZATION):
Same store communities (1) $ 51,075 $ 50,423 $ 652 1.3%
Communities stabilized during the 2000 Period, but not the 1999 Period (2) 3,238 3,086 152 4.9%
Development and lease-up communities (3) - - - -
Acquired communities (4) 82 - 82 -
Sold communities (5) 2,199 6,410 -4,211 -65.7%
-------------------------------------------------
Total specified expenses $ 56,594 $ 59,919 $ -3,325 -5.5%
-------------------------------------------------
Revenues in excess of specified expenses $115,580 $116,358 $ -778 -0.7%
-------------------------------------------------
Revenues in excess of specified expenses as a percentage of total
property revenues 67.1% 66.0% - 1.1%
--------------------------------------------------
<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>
Total property revenues decreased $4,103, or 2.3%, from $176,277 to
$172,174 due primarily to the sale of four apartment communities during the
third quarter of 2000 and six apartment communities during 1999. This decrease
is offset in part by an increase in rental rates on communities stabilized
throughout both periods ("same store") and an increase in the number of
apartment homes resulting from the development of additional communities as well
as the acquisition of an apartment community in Austin. Following is additional
data regarding the increases in total property revenues for three of the five
community categories presented in the preceding table:
<PAGE>
Page 18
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
Same store communities:
<TABLE>
<CAPTION>
Number of Occupancy Change Change Percent
Number of Apartment Percent During the in in Change in
Market Communities Homes of Total 2000 Period Occupancy Revenues Revenues
------ ----------- --------- -------- ----------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Houston 18 6,046 28.8% 95.4% 2.1% $ 370 0.9%
Atlanta 18 5,378 25.7% 95.0% -0.1% 1,431 3.8%
So. Florida 14 3,948 18.8% 95.0% -1.2% 497 1.7%
Dallas 8 1,959 9.3% 95.1% 2.0% 191 1.3%
Austin 6 1,517 7.2% 96.7% 4.6% 1,663 12.3%
Nashville 4 1,166 5.6% 94.7% 3.1% 259 3.9%
Memphis 2 964 4.6% 95.8% 3.6% 334 6.2%
-------------------------------------------------------------------------------------------------
70 20,978 100.0% 95.6% 1.5% $ 4,745 (a) 3.2%
=================================================================================================
<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 0.4%, 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% 95.9% $ 316
Houston 1 256 22.8% 94.6% 210
So. Florida 1 249 22.2% 93.7% 20
Orlando 1 231 20.6% 90.2% 480
-----------------------------------------------------------------------------
4 1,122 100.0% 93.6% $1,026
=============================================================================
</TABLE>
Development and lease-up communities:
<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>
Orlando (b) 1 448 71.7% 8.8% $290
Dallas 1 177 28.3% 0.3% 9
-----------------------------------------------------------------------------
2 625 100.0% 4.4% $299
=============================================================================
<FN>
(b) This community is leased to a single user group pursuant to a triple net master lease.
</FN>
</TABLE>
Other revenues increased $778, or 9.2%, from $8,464 to $9,242 due primarily
to (1) a gain on sale of cable equipment to a cable service provider, (2) an
increase in interest income, and (3) an increase in development revenues, net.
This increase is offset in part by income earned during the 1999 period related
to certain non-routine items and a decrease in income from certain ancillary
services.
Property operating and maintenance expense (exclusive of depreciation and
amortization) decreased $3,325, or 5.5%, from $59,919 to $56,594 due primarily
to the sale of four apartment communities during the third quarter of 2000 and
six apartment communities during 1999. This decrease is offset by a $652, or
1.3%, increase in property operating and maintenance expense for same store
communities. The same store increase represents increased payroll costs,
maintenance and property taxes offset by reduced locator fees.
<PAGE>
Page 19
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
Real estate depreciation and amortization expense decreased $2,565, or
7.3%, from $35,251 to $32,686 due primarily to the sale of four apartment
communities during the third quarter of 2000 and six apartment communities
during 1999.
Property management expense for owned communities and third party
properties on a combined basis increased $953, or 14.5%, from $6,559 to $7,512
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 managed.
Interest expense and credit enhancement fees increased $386, or 1.2%, from
$33,381 to $33,767 due primarily to higher interest rates and an increase in
operating debt associated with the development of additional communities as well
as the acquisition of an apartment community in Austin. These increases have
been offset in part by the sale of apartment communities in the 2000 and 1999
periods, the proceeds of which were partially used to reduce outstanding
indebtedness.
General and administrative expense increased $909, or 19.0%, from $4,794 to
$5,703 due primarily to (1) an increase in abandoned real estate pursuit costs,
(2) an increase in long-term compensation expense, (3) internal acquisition
costs related to the acquisition of an apartment community in Austin, (4) an
accrual for state taxes that were imposed effective beginning in the year 2000,
and (5) 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 $19,310 in the 2000 Period relates to
the sale of an apartment community located in Dallas comprising 126 apartment
homes, an apartment community located in Houston comprising 228 apartment homes,
two apartment communities located in San Antonio comprising 544 apartment homes,
and a parcel of land adjacent to an existing apartment community located in
Atlanta.
Gain on sale of real estate assets of $4,685 in the 1999 Period relates to
the sale of three apartment communities in Atlanta comprising 676 apartment
homes and two apartment communities located in Memphis comprising 490 apartment
homes.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased from $78,696 for the
nine months ended September 30, 1999 to $86,318 for the nine months ended
September 30, 2000 due to (1) a change in restricted cash between periods of
$2,502, (2) a change in other assets between periods of $3,472, (3) a change in
other liabilities between periods of $1,480, and (4) an increase of $168 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 $18,629 of net cash used in investing activities for the nine months
ended September 30, 2000 compared to $79,994 of net cash provided by investing
activities for the nine months ended September 30, 1999. During the nine months
ended September 30, 2000, we received cash of $80.0 million in connection with
the sale of four apartment communities. We deposited $29.9 million of the cash
received in connection with the sale of these apartment communities into an
escrow account to fund development and acquisition activities facilitated
through a like-kind exchange transaction of which $21.4 million remains in
escrow at September 30, 2000. During the nine months ended September 30, 2000,
we expended $60.5 million related to development expenditures, including related
land acquisitions, $2.1 million related to our investment in joint ventures,
$8.0 million related to recurring, non-revenue enhancing capital expenditures
for operating apartment communities, and $6.5 million related to non-recurring,
renovation/revenue enhancing capital expenditures. During the nine months ended
September 30, 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) $81.5 million in
connection with the sale of five apartment communities. During the nine months
ended September 30, 1999, we expended $44.1 million related to development
expenditures, including related land acquisitions, approximately $4.7 million
related to our investment in joint ventures, approximately $7.5 million related
to recurring, non-revenue enhancing capital expenditures for operating apartment
communities, and approximately $5.6 million related to non-recurring,
renovation/revenue enhancing capital expenditures.
<PAGE>
Page 20
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
We had $70,455 of net cash used in financing activities for the nine months
ended September 30, 2000 compared to $154,692 for the nine months ended
September 30, 1999. During the nine months ended September 30, 2000, we had
payments for distributions totaling $60.0 million and payments for Unit
redemptions in connection with the Trust's common equity repurchase program
totaling $42.7 million. These payments were offset by net borrowings of $29.0
million and proceeds from the exercise of share options of $4.2 million. During
the nine months ended September 30, 1999, we had net repayments of borrowings of
$73.8 million, net payments of distributions totaling $53.9 million, and
payments for Unit redemptions totaling $26.5 million. The repayments of
borrowings were funded by the net cash provided by investing activities.
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 September 30, 2000, we had total indebtedness of $798,641, cash and
cash equivalents of $5,197, and principal escrow deposits reflected in
restricted cash of $3,374. Our indebtedness has an average of 4.7 years to
maturity at September 30, 2000. The aggregate maturities of notes payable at
September 30, 2000 are as follows:
2000 $ 50,939
2001 58,738
2002 86,430
2003 169,668
2004 79,556
2005 and thereafter 353,310
---------
$ 798,641
=========
The maturities in 2000 include $50 million in unsecured senior notes which
matured in October, 2000 and were paid with a portion of the sales proceeds
received in connection with the sale of apartment communities during 2000. The
maturities in 2001 include $55 million of debt which matures during the fourth
quarter of 2001.
Distributions through the third 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 21
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, 2003
with a one-year extension option. 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 September 30, 2000, we had $100 million in borrowings
outstanding under the facility and, therefore, had $125 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%. The facility currently has a
maturity date of October, 2001 with unlimited one-year extension options. We had
no borrowings outstanding under this facility at September 30, 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 September 30, 2000,
we had no borrowings outstanding under this facility.
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
the Trust to maintain its 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 22
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. In addition, the factors described under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 1999 may cause such
differences. You should carefully review all of these factors, and you should be
aware that there may be other factors that could cause these differences. 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 6 to Consolidated Financial Statements.
<PAGE>
Page 23
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMPLETED COMMUNITIES IN LEASE-UP AND DEVELOPMENT COMMUNITIES AT SEPTEMBER 30, 2000:
Actual or Estimated Quarter of
Number of Total Percent at September 30, 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/LEASE-UP COMMUNITIES:
ORLANDO, FL
Gables Chatham Square 448 $ 36 79% 100% 46% 2 Q 1999 2 Q 2000 3 Q 2001 3 Q 2001
Gables North Village 315 41 50% -- -- 4 Q 1999 4 Q 2000 4 Q 2001 1 Q 2002
ATLANTA, GA
Gables Montclair 183 24 4% -- -- 3 Q 2000 4 Q 2001 1 Q 2002 3 Q 2002
Gables Paces 80 21 14% -- -- 3 Q 2000 3 Q 2001 3 Q 2001 1 Q 2002
DALLAS, TX
Gables State Thomas II 177 36 72% 7% 3% 4 Q 1999 3 Q 2000 2 Q 2001 4 Q 2001
TAMPA, FL
Gables West
Park Village(2) 320 35 -- -- -- 4 Q 2000 4 Q 2001 3 Q 2002 4 Q 2002
----- -----
WHOLLY-OWNED TOTALS 1,523 $ 193
----- -----
CO-INVESTMENT DEVELOPMENT/LEASE-UP COMMUNITIES (3), (4):
BOCA RATON, FL
Gables Crestwood 290 $ 25 63% 6% 3% 4 Q 1999 3 Q 2000 2 Q 2001 4 Q 2001
Gables Grande Isle 320 23 100% 60% 55% 2 Q 1999 1 Q 2000 3 Q 2000 1 Q 2001
DALLAS, TX
Gables Ravello 290 33 89% 36% 22% 2 Q 1999 2 Q 2000 1 Q 2001 3 Q 2001
----- -----
CO-INVESTMENT TOTALS 900 $ 81 (4)
----- -----
DEVELOPMENT TOTALS 2,423 $ 274
===== =====
<FN>
(1) Stabilized occupancy is defined as the earlier to occur of (i) 93% occupancy or (ii) one year after completion of construction.
(2) This development community includes 40,000 square feet of commercial space.
(3) These communities were contributed into the Gables Residential Apartment Portfolio Joint Venture.
(4) 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 24
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------
STABILIZED APARTMENT COMMUNITIES AT SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
September 30, 2000 Scheduled Rent Per
Number of September 30, 2000 -------------------------------------
Community Homes Occupancy Unit Square Foot
----------------------- ----------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
HOUSTON, TX
Austin Colony 237 96% $ 891 $ 0.91
Baybrook Village 776 96% 598 0.75
Gables Bradford Place 372 97% 718 0.83
Gables Bradford Pointe 360 98% 625 0.81
Gables Champions 404 95% 742 0.82
Gables CityPlaza 246 98% 911 1.03
Gables Cityscape 252 99% 870 1.02
Gables CityWalk/Waterford Square 317 99% 852 1.06
Gables Edgewater 292 98% 796 0.90
Gables Meyer Park 345 96% 869 1.01
Gables New Territory 256 96% 865 0.95
Gables of First Colony 324 96% 908 0.91
Gables Piney Point 246 93% 916 0.99
Gables Pin Oak Green 582 97% 914 0.90
Gables Pin Oak Park 477 94% 958 0.94
Gables Raveneaux (JV) 382 92% 944 0.90
Lions Head 277 96% 721 0.85
Metropolitan Uptown (JV) 318 88% 1,032 1.13
Rivercrest I 140 96% 731 0.87
Rivercrest II 140 96% 720 0.85
Windmill Landing 259 96% 724 0.84
----------- ----------------- ------------- -------------
7,002 96% 817 0.91
ATLANTA, GA
Briarcliff Gables 104 97% 1,167 0.94
Buckhead Gables 162 99% 874 1.16
Dunwoody Gables 311 98% 870 0.93
Gables Cityscape 192 96% 932 1.12
Gables Metropolitan (JV) 435 97% 1,231 1.10
Gables Mill 438 95% 919 0.99
Gables Northcliff 82 98% 1,257 0.81
Gables Sugarloaf 386 97% 957 0.95
Gables Vinings 315 97% 1,091 1.02
Gables Walk 310 98% 1,106 0.93
Gables Wood Arbor 140 96% 776 0.85
Gables Wood Crossing 268 95% 770 0.80
Gables Wood Glen 380 96% 728 0.73
Gables Wood Knoll 312 95% 768 0.77
Lakes at Indian Creek 603 94% 675 0.74
Rock Springs Estates 295 96% 956 0.95
Roswell Gables I 384 97% 935 0.86
Roswell Gables II 284 99% 954 0.81
Spalding Gables 252 98% 937 0.95
Wildwood Gables 546 97% 903 0.80
----------- ----------------- ------------- -------------
6,199 97% 918 0.89
SOUTH FL
Boca Place 180 97% 897 0.92
Cotton Bay 444 95% 730 0.74
Hampton Lakes 300 95% 782 0.74
Hampton Place 368 95% 745 0.78
Kings Colony 480 99% 794 0.89
Mahogany Bay 328 95% 801 0.80
</TABLE>
<PAGE>
Page 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------
STABILIZED APARTMENT COMMUNITIES AT SEPTEMBER 30, 2000
(CONTINUED FROM PREVIOUS PAGE)
<TABLE>
<CAPTION>
September 30, 2000 Scheduled Rent Per
Number of September 30, 2000 -------------------------------------
Community Homes Occupancy Unit Square Foot
----------------------- ----------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
SOUTH FL (cont'd.)
Mizner on the Green 246 91% $1,650 $ 1.30
Gables Palma Vista (JV) 189 98% 1,524 1.05
San Michele I 249 95% 1,448 1.08
San Michele II (JV) 343 97% 1,429 1.03
San Remo 180 95% 1,283 0.70
Town Colony 172 96% 878 1.02
Vinings at Boynton Beach I 252 96% 952 0.79
Vinings at Boynton Beach II 296 97% 936 0.77
Vinings at Hampton Village 168 92% 833 0.69
Vinings at Town Place 312 96% 844 1.01
Vinings at Wellington 222 91% 1,033 0.77
----------- ----------------- ------------- -------------
4,729 95% 997 0.88
DALLAS, TX
Arborstone 536 98% 552 0.77
Gables at Pearl Street 108 97% 1,359 1.25
Gables CityPlace 232 95% 1,311 1.25
Gables Green Oaks 300 95% 799 0.84
Gables Mirabella 126 95% 1,196 1.31
Gables San Raphael (JV) 222 94% 925 1.02
Gables Spring Park 188 98% 907 0.86
Gables Turtle Creek 150 97% 1,119 1.11
Gables Valley Ranch 319 98% 938 0.92
----------- ----------------- ------------- -------------
2,181 97% 908 0.98
AUSTIN, TX
Gables at the Terrace 308 99% 1,194 1.26
Gables Barton Creek 160 96% 1,519 1.31
Gables Bluffstone 256 97% 1,182 1.20
Gables Central Park 273 100% 1,278 1.36
Gables Great Hills 276 99% 890 1.07
Gables Park Mesa 148 99% 1,191 1.09
Gables Town Lake 256 100% 1,309 1.40
----------- ----------------- ------------- -------------
1,677 99% 1,204 1.25
MEMPHIS, TN
Arbors of Harbortown (JV) 345 99% 857 0.87
Gables Cordova 464 94% 666 0.71
Gables Stonebridge 500 95% 683 0.78
----------- ----------------- ------------- -------------
1,309 96% 723 0.78
NASHVILLE, TN
Brentwood Gables 254 99% 850 0.75
Gables Hendersonville 364 98% 654 0.69
Gables Hickory Hollow I 272 95% 651 0.72
Gables Hickory Hollow II 276 95% 651 0.69
----------- ----------------- ------------- -------------
1,166 97% 696 0.71
ORLANDO, FL
Gables Celebration 231 87% 1,243 1.07
The Commons at Little Lake Bryan I 280 100% ---- (a) ---- (a)
----------- ----------------- ------------- -------------
511 94% 1,243 1.07
TOTALS 24,774 96% $ 905 $ 0.90
=========== ================= ============= =============
<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 26
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Amounts in Thousands, Except Property and Per Unit Data)
-------------------------------------------------------------------------------
PORTFOLIO INDEBTEDNESS SUMMARY AT SEPTEMBER 30, 2000:
<TABLE>
<CAPTION>
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 20.66% 6.71% 6.71% 2.79
Tax-exempt variable-rate loans 160,155 20.05% 5.61% 6.59% 5.72
Secured fixed-rate notes 132,712 16.62% 7.75% 7.75% 7.84
Unsecured fixed-rate notes 116,579 14.60% 8.31% 8.31% 3.88
Unsecured variable-rate credit facilities 100,000 12.52% 7.24% 7.24% 2.62
Tax-exempt fixed-rate loans 80,290 10.05% 6.04% 6.38% 7.15
Unsecured variable-rate term loan 40,000 5.01% 7.42% 7.42% 1.14
Secured variable-rate loan 3,905 0.49% 7.77% 7.77% 2.78
--------- ---------- ---------- ---------- --------
Total portfolio debt (3), (4) $ 798,641 100.00% 6.94% 7.17% 4.71
========= ========== ========== ========== ========
<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 September 30, 2000 for purposes of interest capitalization were $126,265.
(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) $101.9 million of construction loan indebtedness related to a joint venture
in which we own a 20% interest.
</FN>
</TABLE>
<PAGE>
Page 27
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 Nine Months
Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income available to common unitholders $29,873 $15,882 $52,734 $35,862
Gain on sale of previously depreciated operating real estate assets (18,600) (4,019) (18,600) (4,685)
Real estate asset depreciation:
Wholly-owned real estate assets 10,894 11,721 32,686 35,251
Joint venture real estate assets 313 113 814 238
------- ------- ------- -------
Total depreciation 11,207 11,834 33,500 35,489
------- ------- ------- -------
FUNDS FROM OPERATIONS - BASIC 22,480 23,697 67,634 66,666
------- ------- ------- -------
Amortization of discount on long-term liability - 165 (a) - 521 (a)
------- ------- ------- -------
FUNDS FROM OPERATIONS - DILUTED 22,480 23,862 67,634 67,187
------- ------- ------- -------
Recurring, non-revenue enhancing capital expenditures:
Carpet 1,355 1,361 3,405 3,217
Roofing 6 24 38 55
Exterior painting - 44 - 63
Appliances 163 134 402 346
Other additions and improvements 1,251 1,106 4,111 3,817
------- ------- ------- -------
Total capital expenditures 2,775 2,669 7,956 7,498
------- ------- ------- -------
ADJUSTED FUNDS FROM OPERATIONS - DILUTED $19,705 $21,193 $59,678 $59,689
======= ======= ======= =======
AVERAGE UNITS OUTSTANDING - BASIC 29,864 32,296 30,545 32,533
======= ======= ======= =======
AVERAGE UNITS OUTSTANDING - DILUTED 29,995 32,786 (a) 30,615 33,045 (a)
======= ======= ======= =======
<FN>
(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.
</FN>
</TABLE>
<PAGE>
Page 28
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 29
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None
Item 2: Changes in Securities
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
July 1, 2000 and ending September 30, 2000, in connection
with such issuances of shares by the Trust during that time
period, we issued an aggregate 125,040 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
10.1*Second Amended and Restated $225,000,000 Revolving Credit
Facility dated as of August 14, 2000, by and among Gables
Realty Limited Partnership and Gables-Tennessee Properties,
LLC (as the Borrowers) and Wachovia Bank, N.A., First Union
National Bank, The Chase Manhattan Bank, AmSouth Bank, PNC
Bank, National Association, SouthTrust Bank, and Bank of
America, N.A. (collectively, as Lenders) and Wachovia Bank,
N.A. (as Agent).
27* Financial Data Schedule
-----------------
* Filed herewith
(b) Reports on Form 8-K
None
<PAGE>
Page 30
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.
GABLES REALTY LIMITED PARTNERSHIP
By: Gables GP, Inc.
Its: General Partner
Date: November 10, 2000 /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: November 10, 2000 /s/ Dawn H. Severt
------------------
Dawn H. Severt
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
