UNITED STATES 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 June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission File Number: 1-12762
MID- AMERICA APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 62-1543819
(State of Incorporation) (I.R.S. Employer Identification Number)
6584 POPLAR AVENUE, SUITE 340
MEMPHIS, TENNESSEE 38138
(Address of principal executive offices)
(901) 682-6600
Registrant's telephone number, including area code
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Number of Shares Outstanding
Class at August 1, 1997
---------------------------- ----------------------------
Common Stock, $.01 par value 13,392,434
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1996
Consolidated Statements of Operations for the three and six months
ended June 30, 1997 and 1996
Consolidated Statements of Cash Flows for the six months
ended June 30, 1997 and 1996
Notes to Consolidated Financial Statements
Pro Forma Condensed Consolidated Statements of Operations of
Mid-America Apartment Communities, Inc. for the three and six months
ended June 30, 1997 and 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II - OTHER INFORMATION
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
Signatures
<PAGE>
PART I. Financial Information
ITEM 2.
Mid-America Apartment Communities, Inc.
Consolidated Balance Sheets
June 30, 1997 (Unaudited) and December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Assets:
Real estate assets:
Land $ 69,938 $ 61,150
Buildings and improvements 646,970 563,584
Furniture, fixtures and equipment 14,180 12,511
Construction in progress 14,123 4,648
-------- --------
745,211 641,893
Less accumulated depreciation (61,897) (49,558)
-------- --------
Real estate assets, net 683,314 592,335
Cash and cash equivalents 5,214 4,053
Restricted cash 5,271 5,538
Deferred financing costs, net 2,751 2,984
Other assets 6,679 6,289
-------- --------
Total assets $703,229 $611,199
======== ========
Liabilities and Shareholders' equity:
Liabilities:
Notes payable $347,897 $315,239
Accounts payable 1,350 744
Accrued expenses and other liabilities 11,877 12,182
Security deposits 2,687 2,412
-------- --------
Total liabilities 363,811 330,577
Minority interest 45,042 39,238
Shareholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized, 2,000,000 shares at 9.5% Series A
Cumulative Preferred Stock Liquidation Preference
$25 per share, issued and outstanding 20 20
Common stock, $.01 par value (authorized 20,000,000
shares; issued and outstanding 13,385,251 and
10,949,216 shares at June 30, 1997 and
December 31, 1996 134 109
Additional paid-in capital 317,253 256,689
Other (919) (260)
Accumulated deficit (22,112) (15,174)
-------- --------
Total shareholders' equity 294,376 241,384
-------- --------
Total liabilities and shareholders' equity $703,229 $611,199
======== ========
</TABLE>
[FN]
See accompanying notes to consolidated financial statements.
<PAGE>
Mid-America Apartment Communities, Inc.
Consolidated Statements of Operations
Three and six months ended June 30, 1997 and 1996
(Dollars in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
---------------------------- ------------------------
1997 1996 1997 1996
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental $ 32,273 $ 26,950 $ 61,629 $ 53,787
Other 447 411 930 725
-------- -------- -------- ---------
Total revenues 32,720 27,361 62,559 54,512
Expenses:
Personnel 3,467 2,846 6,576 5,616
Building repairs and maintenance 1,527 1,287 2,797 2,410
Real estate taxes and insurance 3,393 2,926 6,537 5,912
Utilities 1,402 1,488 2,878 3,155
Landscaping 973 738 1,796 1,382
Other operating 1,600 1,147 2,852 2,235
Depreciation and amortization of
real estate assets 6,455 5,197 12,350 10,281
Depreciation and amortization of
non-real estate assets 43 35 85 70
General and administrative 1,600 1,373 3,016 3,079
Interest 6,587 6,553 13,097 12,789
Amortization of deferred financing costs 212 142 410 316
-------- -------- --------- ---------
Total expenses 27,259 23,732 52,394 47,245
-------- -------- --------- ---------
Income before gain on disposition of properties 5,461 3,629 10,165 7,267
Gain on disposition of properties - 1,966 - 1,966
Income before minority interest in
operating partnership income 5,461 5,595 10,165 9,233
Minority interest in operating partnership income 908 1,027 1,750 1,697
-------- -------- --------- ---------
Net income 4,553 4,568 8,415 7,536
Dividends on preferred shares 1,188 - 2,375 -
-------- -------- --------- ---------
Net income available for common shareholders $ 3,365 $ 4,568 $ 6,040 $ 7,536
======== ======== ========= =========
Net income available per common share $ 0.25 $ 0.41 $ 0.48 $ 0.69
======== ======== ========= =========
</TABLE>
[FN]
See accompanying notes to consolidated financial statements.
<PAGE>
Mid-America Apartment Communities, Inc.
Consolidated Statements of Cash Flow
Six months ended June 30, 1997 and 1996
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,415 $ 7,536
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 12,906 10,728
Minority interest in operating partnership income 1,750 1,697
Gain on disposition of properties - (1,966)
Changes in assets and liabilities:
Restricted cash 267 (9,476)
Other assets (447) (235)
Accounts payable 606 573
Accrued expenses and other liabilities (305) (337)
Security deposits 275 (129)
-------- --------
Net cash provided by operating activities 23,467 8,391
Cash flows from investing activities:
Purchases of real estate assets (63,846) (14,309)
Proceeds from dispositions of real estate assets - 9,089
Improvements to properties (8,809) (9,327)
Construction of units in progress (6,573) (1,563)
-------- ---------
Net cash used in investing activities (79,228) (16,110)
Cash flows from financing activities:
Proceeds from notes payable - 17,039
Net increase in credit line 9,761 5,625
Principal payments on notes payable (1,193) (1,178)
Deferred financing costs (217) (760)
Proceeds from issuances of common shares and units 66,576 94
Redemption of unitholder interests (8) (37)
Distributions to unitholders (2,645) (2,494)
Dividends paid on common shares (12,977) (11,161)
Dvidends paid on preferred shares (2,375) -
-------- --------
Net cash provided by financing activities 56,922 7,128
-------- --------
Net decrease in cash and cash equivalent 1,161 (591)
-------- --------
Cash and cash equivalents, beginning of period 4,053 3,046
-------- --------
Cash and cash equivalents, end of period $ 5,214 $ 2,455
======== ========
Supplemental disclosure of cash flow information:
Interest paid $ 13,181 $ 12,202
======== ========
Supplemental disclosure of noncash investing and financing activities:
Assumption of debt related to property acquisitions $ 24,090 $ (7,680)
Conversion of units for common shares $ 870 -
Issuance of note receivable in exchange for
common shares and units $ 720 -
</TABLE>
[FN]
See accompanying notes to consolidated financial statements.
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
1. The accompanying unaudited consolidated financial statements
have been prepared in accordance with the accounting policies in
effect as of December 31, 1996, as set forth in the annual
consolidated financial statements of Mid-America Apartment
Communities, Inc. ("MAAC" or the "Company"), as of such date. In
the opinion of management, all adjustments necessary for a fair
presentation of the consolidated financial statements have been
included and all such adjustments were of a normal recurring
nature. All significant intercompany accounts and transactions
have been eliminated in consolidation. The results of operations
for the six-month period ended June 30, 1997 are not necessarily
indicative of the results to be expected for the full year.
2. Primary earnings per share is computed based upon 12,395,252
weighted average common shares outstanding during the period from
January 1, 1997 through June 30, 1997, and 10,940,921 for the
period January 1, 1996 through June 30, 1996. Fully diluted
earnings per share is not presented as the dilution is not
materially different as compared to primary earnings per share.
At June 30, 1997 13,385,251 common shares and 2,499,613 operating
partnership units were outstanding, a total of 15,884,864.
Additionally, MAAC has outstanding options of 519,400 shares of
common stock which increased weighted average shares outstanding
during the period January 1, 1997 through June 30, 1997 by 60,370
shares and the period January 1, 1996 through June 30, 1996 by
46,793 shares.
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share," specifies the computation, presentation,
and disclosure requirements for earnings per share (EPS). The
objective of SFAS No. 128 is to simplify the computation and to
make the U.S. standard more compatible with EPS standards of
other countries and with that of the International Accounting
Standards Committee. When adopted in the first quarter of 1998,
the standard is not expected to have a material impact on the EPS
computation of the Company.
3. Capital Transactions
During the quarter ending June 30, 1997, the Company issued
75,000 shares of restricted stock and 110,000 restricted units to
certain executive officers of the Company at the then current
market price. The Company received $4,081,000 cash and a
$720,094 note receivable secured by the stock of the Company.
The note bears interest at 7.5% per annum, has annual payments of
$144,019 and has been classified as shareholders' equity in the
accompanying consolidated balance sheet.
4. Subsequent Events
On August 6, 1997, the Company acquired the 256-unit Austin Chase
apartment community located in Macon, Georgia for $14 million
less $10.2 million of assumed debt. The balance was funded by
the Company's credit line.
On July 23, 1997, the Company acquired its corporate headquarters
for $2.9 million. In connection with the acquisition, the
Company formed a special committee of its external directors to
negotiate the transaction on its behalf because certain executive
officers of the Company were also partners in the partnership
which owned the building. The consideration consisted of
approximately $862,000 cash, $634,000 units ($28.50 per unit)
and the assumption of an existing loan. Certain executive
officers of the Company were partners in the partnership who
owned the building and received 5,831 units of common shares
connected with the exchange.
5. Pro Forma Condensed Combined Statement of Operations
(Unaudited)
This unaudited Pro Forma Condensed Combined Statements of
Operations are presented as if the following transactions had
been consummated on January 1, 1997 and 1996 (i) acquisition of
six apartment communities in 1996, (ii) dispositions of three
apartment communities in 1996, (iii) acquisitions of seven
apartment communities during the first six months of 1997, (iv)
definitive agreement for a 1997 acquisition, (v) the October
issuance of the 9.5% Series A Cumulative Preferred Stock, and
(vi) the March 1997 issuance of 2,300,000 shares of common stock.
The unaudited Pro Forma Condensed Combined Statements of
Operations for the six months ending June 30, 1997 and 1996 have
been prepared as if the Company had qualified as a REIT,
distributed all of its taxable income and, therefore, incurred no
federal income tax expense during the six months ended June 30,
1997 and 1996. In the opinion of the Company's management, all
adjustments necessary to reflect the effects of these transaction
have been made.
This unaudited Pro Forma Condensed Combined Statements of
Operations is presented for comparative purposes only and is not
necessarily indicative of what the actual result of operations of
the Company would have been for the periods presented had
the transactions described above been consummated on January 1,
1997 and 1996, nor does it purport to represent the results for
future periods. This unaudited Pro Forma Condensed Combined
Statements of Operations should be read in conjunction with, and
is qualified in its entirety by, the respective historical
consolidated financial statements and notes thereto of the
Company.
<PAGE>
Mid - America Apartment Communities, Inc.
Pro Forma Condensed Combined Statements of Operations
for the six months ended June 30, 1997 and 1996
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------------------- ----------------------
Historical Pro Forma Historical Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Rental $ 61,629 $ 65,740 $ 53,787 $ 64,230
Interest and other 930 1,891 725 1,065
--------- --------- --------- ---------
Total revenues 62,559 67,631 54,512 65,295
Expenses:
Personnel 6,576 6,861 5,616 6,605
Building repairs/maintenance,
utilities, landscaping, and other operating 10,323 10,864 9,182 10,680
Real estate taxes and insurance 6,537 7,104 5,912 7,092
Depreciation and amortization
- real estate assets 12,350 13,226 10,281 12,243
Depreciation and amortization
- non-real estate assets 85 90 70 69
General and administrative 3,016 3,168 3,079 3,403
Interest 13,097 14,084 12,789 13,748
Amortization of deferred financing costs 410 416 316 322
--------- --------- --------- ---------
Total expenses 52,394 55,813 47,245 54,162
Income before minority interest in
operating partnership income 10,165 11,818 7,267 11,133
Minority interest in operating partnership income 1,750 1,800 1,697 1,696
--------- --------- --------- ---------
Net income 8,415 10,018 5,570 9,437
Dividends on preferred shares 2,375 2,375 - 2,375
--------- --------- --------- ---------
Net income available for common shareholders $ 6,040 $ 7,643 $ 5,570 $ 7,062
========= ========= ========= =========
Net income available per common share $ 0.57 $ 0.53
========= =========
</TABLE>
<PAGE>
PART I. Financial Information
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
The following is a discussion of the consolidated financial
condition and results of operations of the Company for the
three and six months ended June 30, 1997 and 1996. This
discussion should be read in conjunction with all of the
financial statements appearing elsewhere in this report.
These financial statements include all adjustments which
are, in the opinion of management, necessary to reflect a
fair statement of the results for the interim periods
presented, and all such adjustments are of a normal
recurring nature.
FUNDS FROM OPERATIONS
Funds from operations ("FFO") represents net income
(computed in accordance with GAAP) excluding extraordinary
items, minority interest in Operating Partnership income,
gain or loss on disposition of real estate assets, and
certain non-cash items, primarily depreciation and
amortization, less preferred stock dividends. The Company
computes FFO in accordance with NAREIT's current definition,
which eliminates amortization of deferred financing costs
and depreciation of non-real estate assets as items added
back to net income when computing FFO. FFO should not be
considered as an alternative to net income or any other GAAP
measurement of performance, as an indicator of operating
performance or as an alternative to cash flows from
operating, investing, and financing activities as a measure
of liquidity. The Company believes that FFO is helpful in
understanding the Company's results of operations in that
such calculation reflects cash flow from operating
activities and the Company's ability to support interest
payments and general operating expenses before the impact of
certain activities such as changes in other assets and
accounts payable.
For the three months ended June 30, 1997, FFO increased by
approximately $1,902,000 or 22%, when compared to the year
earlier. The increase was primarily attributable to an
approximate $5,359,000 increase in revenues, which was
partially offset by increases in expenses mainly associated
with the increase in the number of apartment units owned by
the Company and $1,188,000 of dividend distributions to
preferred shareholders from the October 1996 issuance of
9.5% Series A Cumulative Preferred Stock. On a per share
basis, FFO increased 3% from $.66 per share for the three
months ended June 30, 1996 to $.68 per share for the same
period in 1997.
For the six months ended June 30, 1997, FFO increased by
approximately $2,592,000 or 15%, when compared to the year
earlier. The increase was primarily attributable to an
approximate $8,047,000 increase in revenues, which was
partially offset by increases in expenses mainly associated
with the increase in the number of apartment units owned by
the Company and $2,375,000 of dividend distributions to
preferred shareholders from the October 1996 issuance of
9.5% Series A Cumulative Preferred Stock. On a per share
basis, FFO increased 3% from $1.31 per share for the six
months ended June 30, 1996 to $1.35 per share for the same
period in 1997.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 TO THE THREE
MONTHS ENDED JUNE 30, 1996
The total number of apartment units owned at June 30, 1997
was 21,482 in 80 apartment communities, compared to 18,176
in 69 communities at June 30, 1996. Average monthly rental
per apartment unit increased to $540 at June 30, 1997 from
$517 at June 30, 1996. Overall occupancy was 94.1% at June
30, 1997 compared to 93.7% at June 30, 1996.
Total revenues for the three months ended June 30, 1997
increased by approximately $5,359,000, due primarily to (i)
approximately $2,268,000 from the communities acquired in
1996, (ii) approximately $3,029,000 from the communities
acquired in 1997, and (iii) approximately $842,000 from the
communities owned throughout both periods. This increase
was offset by approximately $730,000 of revenues from the
communities sold in 1996.
Property operating expenses for the three months ended June
30, 1997 increased by approximately $1,930,000, due
primarily to (i) approximately $766,000 from the communities
acquired in 1996, (ii) approximately $1,170,000 from the
communities acquired in 1997, and (iii) approximately
$146,000 from the communities owned throughout both periods.
This increase was offset by approximately $351,000 of
expense from the communities sold in 1996. Utility costs
decreased from 5.4% of revenue to 4.3% of revenue for the
three months ended June 30, 1997 compared to the same period
a year earlier, due primarily to the further installation of
approximately 10,000 individual apartment unit water meters
and the completion of the individual apartment unit
electricity metering at Sailwinds at Lake Magdalene.
General and administrative expense decreased from 5.0% of revenue
to 4.9% of revenue for the three months ended June 30, 1997
compared to the same period a year earlier.
Depreciation and amortization expense increased
approximately $1,336,000 for the three months ended June 30,
1997 compared to the same period a year earlier primarily
due to depreciation expense for (i) approximately $474,000
from the communities acquired in 1996, (ii) approximately
$595,000 from the communities acquired in 1997, and (iii)
approximately $438,000 from the communities owned throughout
both periods. This increase was offset by approximately
$198,000 of expense from the communities sold in 1996.
Interest expense increased approximately $34,000 during the
three months ended June 30, 1997 compared to the same period
a year earlier. The average borrowing cost of the Company's
debt was 7.9% at June 30, 1997 versus 7.8%
in 1996. The average maturity of the Company's debt
was 9 years at June 30, 1997.
As a result of the foregoing, income before gain on
disposition of properties and minority interest in operating
partnership income increased $1,832,000 for the three months
ended June 30, 1997 over the same period a year earlier.
During the three month period ending June 30, 1996, the
Company recorded a gain for the disposition of two apartment
communities of approximately $1,966,000.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO THE SIX
MONTHS ENDED JUNE 30, 1996
The total number of apartment units owned at June 30, 1997
was 21,482 in 80 apartment communities, compared to 18,176
in 69 communities at June 30, 1996. Average monthly rental
per apartment unit increased to $540 at June 30, 1997 from
$517 at June 30, 1996. Overall occupancy was 94.1% at June
30, 1997 compared to 93.7% at June 30, 1996.
Total revenues for the six months ended June 30, 1997
increased by approximately $8,047,000, due primarily to (i)
approximately $4,944,000 from the communities acquired in
1996, (ii) approximately $3,538,000 from the communities
acquired in 1997, and (iii) approximately $1,268,000 from
the communities owned throughout both periods. This
increase was offset by approximately $1,811,000 of revenues
from the communities sold in 1996.
Property operating expenses for the six months ended June
30, 1997 increased by approximately $2,726,000, due
primarily to (i) approximately $1,684,000 from the
communities acquired in 1996, (ii) approximately $1,354,000
from the communities acquired in 1997, and (iii)
approximately $441,000 from the communities owned throughout
both periods. This increase was offset by approximately
$758,000 of expense from the communities sold in 1996.
Utility costs decreased from 5.8% of revenue to 4.6% of
revenue for the six months ended June 30, 1997 compared to
the same period a year earlier, due primarily to the further
installation of approximately 10,000 individual apartment
unit water meters and the completion of the individual
apartment unit electricity metering at Sailwinds at Lake
Magdalene.
General and administrative expense decreased from 5.6% of revenue
to 4.8% of revenue for the six months ended June 30, 1997
compared to the same period a year earlier. Some of the
reductions are one-time expense adjustments and the
remaining decreases are primarily in the area of bonus
expense, 1996 underabsorbed landscape costs held in general
and administrative and reduced state and local taxes.
Depreciation and amortization expense increased
approximately $2,178,000 for the six months ended June 30,
1997 compared to the same period a year earlier primarily
due to depreciation expense for (i) approximately $1,020,000
from the communities acquired in 1996, (ii) approximately
$664,000 from the communities acquired in 1997, and (iii)
approximately $830,000 from the communities owned throughout
both periods. This increase was offset by approximately
$387,000 of expense from the communities sold in 1996.
Interest expense increased approximately $308,000 during the
six months ended June 30, 1997 compared to the same period a
year earlier primarily due to acquisitions. The average
borrowing cost of the Company's debt was 7.9% at June 30,
1997 versus 7.8% in 1996. The average maturity of the
Company's debt was 9 years at June 30, 1997.
As a result of the foregoing, income before gain on
disposition of properties and minority interest in operating
partnership income increased $2,898,000 for the six months
ended June 30, 1997 over the same period a year earlier.
During the six month period ending June 30, 1996, the
Company recorded a gain for the disposition of two apartment
communities of approximately $1,966,000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow provided by operating activities increased
from approximately $8,391,000 for the six months ended June
30, 1996 to approximately $22,747,000 for the six months
ended June 30, 1997. The increase in net cash flow was
primarily due to an increase in net income, depreciation and
amortization, a gain on dispositions of two apartment
communities in the second quarter of 1996 of $1,966,000 and
a decrease in restricted cash due to $7,354,000 held in an
escrow account in the second quarter of 1996 until the
completion of a like-kind exchange in July 1996.
Net cash flow used in investing activities increased from
approximately $16,110,000 for the six months ended June 30,
1997 to approximately $79,228,000 for the six months ended
June 30, 1996. The increase was primarily due to the
acquisition of 2,178 apartment units during the first six
months of 1997 for approximately $63,846,000, net of debt
assumed of $24,090,000, as compared to the acquisition of
316 apartment units during the same period in 1996 for
approximately $14,309,000. Capital improvements to existing
properties totaled approximately $8,809,000 for the six months
ended June 30, 1997, compared to approximately $9,327,000 for
the same period in 1996. Of the $8,809,000 capital improvements
approximately $3,727,000 was for recurring capital
expenditures, including carpet and appliances, approximately
$3,169,000 was for revenue enhancing projects, approximately
$1,731,000 was for acquisition capital with the remaining
balance for other miscellaneous items. Recurring capital
spending of $3,727,000, or $0.25 per share, reflecting the
normal tendency to invest more capital in the first half of
the year, and is in line with our forecast of $0.45 per
share for the full year. Construction in progress for new
apartment units increased from approximately $1,563,000 for
the six months ended June 30, 1996 to approximately
$6,573,000 for the comparable period in 1997, due primarily
to the development of the 234-unit expansion at Lincoln on
the Green apartments in Memphis, Tennessee which began
leasing during June 1997. We expect the development to be
completed during the fourth quarter of 1997.
Net cash flow provided by financing activities increased
from approximately $7,128,000 during the six months ended
June 30, 1996 to approximately $57,641,000 for the same
period in 1997. In March 1997, approximately $62,493,000 was
provided from the Company's issuance of 2,300,000 shares of
Common Stock in an underwritten public offering. In April
1997, approximately $4,803,000 was provided from the
Company's issuance of restricted stock and restricted UPREIT
units to executives of the Company. The principal uses
of cash from financing activities were approximately
$17,997,000 for dividends and distributions.
At June 30, 1997, the Company had approximately $47,925,000
outstanding on the Company's unsecured $90,000,000 credit
line. At June 30, 1997, the Company had approximately
$64,764,000 (including the credit line) of floating rate
debt at an average interest rate of 7.1%; all other debt was
fixed rate term debt at an average interest rate of 7.9%.
The weighted average interest rate and weighted average
maturity at June 30, 1997 for the approximately $347,897,000
of notes payable were 7.9% and 9 years, respectively. The
credit line is unsecured and is subject to borrowing base
calculations that effectively reduce the maximum amount that
may be borrowed under the credit line. The Company expects
to use the credit line for future acquisitions, development,
and to provide letters of credit as credit enhancements for
tax-exempt bonds.
The Company believes that cash provided by operations is
adequate and anticipates that it will continue to be
adequate in both the short and long-term to meet operating
requirements (including recurring capital expenditures at
the communities) and payment of distributions by the Company
in accordance with REIT requirements under the Internal
Revenue Code.
Capital expenditures on property improvements and expansion
projects for 1997 are currently planned at approximately $31
million, including $11.6 million for the development of new
units and $5.5 million to bring the seven properties
acquired during the first six months of 1997 to Mid-America
standard. The Company expects to meet its long term
liquidity requirements, such as scheduled mortgage debt
maturities, property acquisitions, expansions and non-
recurring capital expenditures, through long and medium-term
collateralized and uncollateralized fixed rate borrowings,
issuance of debt or additional equity securities in the
Company and the Company's credit line.
INSURANCE
In the opinion of management, property and casualty
insurance is in place which provides adequate coverage to
provide financial protection against normal insurable risks
such that it believes that any loss experienced would not
have a significant impact on the Company's liquidity,
financial position, or results of operations.
INFLATION
Substantially all of the resident leases at the communities
allow, at the time of renewal, for adjustments in the rent
payable thereunder, and thus may enable the Company to seek
rent increases. The substantial majority of these leases are
for one year or less. The short-term nature of these leases
generally serves to reduce the risk to the Company of the
adverse effects of inflation.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS
The Management's Discussion and Analysis of Financial
Condition and Results of Operations contains certain 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, which are
intended to be covered by the safe harbors created thereby.
These statements include the plans and objectives of
management for future operations, including plans and
objectives relating to capital expenditures and
rehabilitation costs on the apartment communities. Although
the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be
no assurance that the forward-looking statements included in
this Form 10-Q will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such
information should not be regarded as a representation by
the Company or any other person that the objectives and
plans of the Company will be achieved.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company was held on
June 24, 1997.
George E. Cates, Simon R.C. Wadsworth and H. Eric Bolton
were elected directors at the meeting by approximately 99%
of the shares represented at the meeting.
KPMG Peat Marwick LLP were ratified as the Company's
independent auditors for 1997 by approximately 99% of
the shares represented at the meeting.
The Second Amended and Restated 1994 Restricted Stock and
Stock Option Plan was approved by approximately 87% of
the shares represented at the meeting.
Item 5. Other Information
None.
Item 6. Exhibits or Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Form Events Reported Financial Statements Date of Report Date Filed
- ------ ---------------------------- --------------------- -------------- ----------
<S> <C> <C> <C> <C>
8-K(A) Filing of audited statements Historical Summary of 5-19-97 5-19-97
related to purchase of Gross Income and
Balcones Woods Apartments. Operating Expenses.
8-K Purchase consumation of To be filed. 6-5-97 6-5-97
Oaks at Deerwood Apartments.
8-K(A) Filing of audited statements Historical Summary of 6-10-97 6-10-97
related to purchase of Gross Income and
Westside I, Woodhollow, Operating Expenses.
and The Woods Apartments.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
MID-AMERICA APARTMENT COMMUNITIES, INC.
Date: August 11, 1997 /s/ H. ERIC BOLTON
------------------ ---------------------------------
H. Eric Bolton
President and
Chief Operating Officer
(Principal Officer)
Date: August 14, 1997 /s/ SIMON R.C. WADSWORTH
------------------ ---------------------------------
Simon R.C. Wadsworth
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at June 30, 1997 (UNAUDITED) and the
Consolidated Statement of Operations for the three months ended
June 30, 1997 (UNAUDITED) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 10,485
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,430
<PP&E> 745,211
<DEPRECIATION> 61,897
<TOTAL-ASSETS> 683,314
<CURRENT-LIABILITIES> 15,914
<BONDS> 347,897
0
20
<COMMON> 134
<OTHER-SE> 294,222
<TOTAL-LIABILITY-AND-EQUITY> 703,229
<SALES> 32,273
<TOTAL-REVENUES> 32,720
<CGS> 12,362
<TOTAL-COSTS> 12,362
<OTHER-EXPENSES> 6,498
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,799
<INCOME-PRETAX> 5,461
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,553
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,553
<EPS-PRIMARY> .25
<EPS-DILUTED> 0
</TABLE>
