UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
[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>
Item 1. of the registrant's Form 10-Q for the quarterly period ending
June 30, 1997 is amended to include an updated Pro Forma Condensed
Consolidated Statement of Operations for the six months ended June 30,
1997 and 1996.
As required, Item 1. in its entirety is included herein. There are
no changes to the historical financial statements and footnotes.
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 six months
ended June 30, 1997 and 1996
<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 $ 65,735 $ 53,787 $ 64,232
Interest and other 930 1,044 725 1,068
--------- --------- --------- ---------
Total revenues 62,559 66,779 54,512 65,300
Expenses:
Personnel 6,576 6,932 5,616 6,601
Building repairs/maintenance,
utilities, landscaping, and other operating 10,323 11,099 9,182 10,660
Real estate taxes and insurance 6,537 7,025 5,912 7,090
Depreciation and amortization
- real estate assets 12,350 13,147 10,281 12,305
Depreciation and amortization
- non-real estate assets 85 91 70 70
General and administrative 3,016 3,143 3,079 3,402
Interest 13,097 14,084 12,789 13,621
Amortization of deferred financing costs 410 416 316 322
--------- --------- --------- ---------
Total expenses 52,394 55,937 47,245 54,071
Income before gain on disposition of properties 10,165 10,842 7,267 11,229
Gain on disposition of properties - - 1,966 -
--------- --------- --------- ---------
Income before minority interest in
operating partnership income 10,165 10,842 9,233 11,229
Minority interest in operating partnership income 1,750 1,651 1,697 1,710
--------- --------- --------- ---------
Net income 8,415 9,191 7,536 9,519
Dividends on preferred shares 2,375 2,375 - 2,375
--------- --------- --------- ---------
Net income available for common shareholders $ 6,040 $ 6,816 $ 7,536 $ 7,144
========= ========= ========= =========
Net income available per common share $ 0.51 $ 0.53
========= =========
</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: September 9, 1997 /s/ SIMON R.C. WADSWORTH
-------------------- ---------------------------------
Simon R.C. Wadsworth
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
