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 March 31, 1998
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 April 30, 1998
----- ----------------------
Common Stock, $.01 par value 18,651,118
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1998
and December 31, 1997
Consolidated Statements of Operations
for the three months ended March 31, 1998 and 1997
Consolidated Statements of Cash Flows
for the three months ended March 31, 1998 and 1997
Notes to Consolidated Financial Statements
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 1.
Mid-America Apartment Communities, Inc.
Consolidated Balance Sheets
March 31, 1998 (Unaudited) and December 31, 1997
(Dollars in thousands)
1998 1997
---------- ----------
Assets:
=======
Real estate assets:
Land $ 111,671 $ 109,800
Buildings and improvements 1,045,636 1,027,853
Furniture, fixtures and equipment 22,552 21,886
- -------------------------------------------------------------------------
1,179,859 1,159,539
Less accumulated depreciation (86,517) (76,129)
- -------------------------------------------------------------------------
1,093,342 1,083,410
Construction in progress 51,153 33,717
Land held for future development 7,860 8,849
Commercial properties, net 9,048 8,728
- -------------------------------------------------------------------------
Real estate assets, net 1,161,403 1,134,704
Cash and cash equivalents 12,415 14,805
Restricted cash 13,621 13,397
Deferred financing costs, net 9,517 5,700
Other assets 25,551 25,464
- -------------------------------------------------------------------------
Total assets $1,222,507 $1,194,070
=========================================================================
Liabilities and Shareholders' equity:
=====================================
Liabilities:
Notes payable $ 666,132 $ 632,213
Accounts payable 11,487 10,098
Accrued expenses and other liabilities 17,999 22,885
Security deposits 4,683 4,509
- -------------------------------------------------------------------------
Total liabilities 700,301 669,705
Minority interest 64,559 62,865
Shareholders' equity:
Preferred stock, $.01 par value, 20,000,000
shares authorized, $25 per share
liquidation preference:
2,000,000 shares at 9.5%
Series A Cumulative 20 20
1,938,830 shares at 8.875%
Series B Cumulative 19 19
Common stock, $.01 par value (authorized
50,000,000 shares; issued and outstanding
18,610,912 and 18,476,046 shares at
March 31, 1998 and December 31, 1997,
respectively) 186 185
Additional paid-in capital 501,907 500,492
Other (1,935) (845)
Accumulated deficit (42,550) (38,371)
- -------------------------------------------------------------------------
Total shareholders' equity 457,647 461,500
- -------------------------------------------------------------------------
Total liabilities and shareholders' equity $1,222,507 $1,194,070
=========================================================================
See accompanying notes to consolidated financial statements.
<PAGE>
Mid-America Apartment Communities, Inc.
Consolidated Statements of Operations
Three months ended March 31, 1998 and 1997
(Dollars in thousands except per share data)
(Unaudited)
Three months ended March 31,
----------------------------
1998 1997
---------- ----------
Revenues:
Rental $ 49,930 $ 29,356
Other 670 483
Management and development income, net 382 -
- -------------------------------------------------------------------------
Total revenues 50,982 29,839
- -------------------------------------------------------------------------
Expenses:
Personnel 5,538 3,109
Building repairs and maintenance 1,973 1,270
Real estate taxes and insurance 5,399 3,144
Utilities 2,254 1,476
Landscaping 1,170 823
Other operating 2,189 1,252
Depreciation and amorization 10,842 5,937
General and administrative 2,616 1,416
Interest 10,988 6,510
Amortization of deferred financing costs 546 198
- -------------------------------------------------------------------------
Total expenses 43,515 25,135
- -------------------------------------------------------------------------
Income before minority interest in operating
partnership income and extraordinary item 7,467 4,704
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Minority interest in operating partnership income 421 527
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Net income before extraordinary item 7,046 4,177
- -------------------------------------------------------------------------
Extraordinary item-
loss on early extinguishment of debt (371) -
- -------------------------------------------------------------------------
Net income 6,675 4,177
Dividends on preferred shares 2,263 1,187
- -------------------------------------------------------------------------
Net income available for common shareholders $ 4,412 $ 2,990
=========================================================================
See accompanying notes to consolidated financial statements.
<PAGE> Continued
Mid-America Apartment Communities, Inc.
Consolidated Statements of Operations
Three months ended March 31, 1998 and 1997
(Dollars in thousands except per share data)
(Unaudited)
Net income available per common share:
- -------------------------------------------------------------------------
Basic (in thousands):
Average common shares outstanding 18,551 11,417
=========================================================================
Basic earnings per share:
Net income available per common share
before extraordinary item $ 0.26 $ 0.26
Extraordinary item (0.02) -
- -------------------------------------------------------------------------
Net Income available per common share $ 0.24 $ 0.26
=========================================================================
Diluted (in thousands):
Average common shares outstanding 18,551 11,417
Effect of dilutive stock options 62 72
- -------------------------------------------------------------------------
Average dilutive common shares outstanding 18,613 11,489
=========================================================================
Diluted earnings per share:
Net income available per common share
before extraordinary item $ 0.26 $ 0.26
Extraordinary item (0.02) -
- -------------------------------------------------------------------------
Net income available per common share $ 0.24 $ 0.26
=========================================================================
See accompanying notes to consolidated financial statements.
<PAGE>
Mid-America Apartment Communities, Inc.
Consolidated Statements of Cash Flow
Three months ended March 31, 1998 and 1997
(Dollars in thousands)
(Unaudited)
1998 1997
---------- ----------
Cash flows from operating activities:
Net income $ 6,675 $ 4,177
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 11,460 6,180
Minority interest in operating
partnership income 421 527
Extraordinary item 371 -
Changes in assets and liabilities:
Restricted cash (224) 918
Other assets (456) (1,125)
Accounts payable 1,389 116
Accrued expenses and other liabilities (4,886) (2,947)
Security deposits 174 90
- -------------------------------------------------------------------------
Net cash provided by operating activities 14,924 7,936
Cash flows from investing activities:
Purchases of real estate assets (18,714) (31,706)
Improvements to properties (6,685) (3,770)
Construction of units in progress
and future development (11,688) (2,496)
- -------------------------------------------------------------------------
Net cash used in investing activities (37,087) (37,972)
Cash flows from financing activities:
Proceeds from notes payable 189,000 -
Net increase (decrease) in credit line 20,573 (24,348)
Principal payments on notes payable (175,654) (569)
Deferred financing costs (3,235) (101)
Proceeds from issuances
of common shares and units 2,532 62,556
Redemption of unitholder interest - (8)
Distributions to unitholders (1,477) (1,308)
Dividends paid on common shares (9,703) (5,858)
Dividends paid on preferred shares (2,263) (1,187)
- -------------------------------------------------------------------------
Net cash provided by financing activities 19,773 29,177
- -------------------------------------------------------------------------
Net decrease in cash and cash equivalents (2,390) (859)
- -------------------------------------------------------------------------
Cash and cash equivalents, beginning of period 14,805 4,053
- -------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 12,415 $ 3,194
=========================================================================
Supplemental disclosure of
cash flow information:
Interest paid $ 11,019 $ 6,745
Supplemental disclosure of noncash investing
and financing activities:
Assumption of debt
related to property acquisitions $ - $ 13,858
Conversion of units for common shares $ 131 $ 870
Issuance of advances in exchange
for common shares and units $ 1,450 $ -
See accompanying notes to consolidated financial statements.
<PAGE>
MID-AMERICA APARTMENT COMMUNITIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1. The accompanying unaudited consolidated financial statements
have been prepared in accordance with the accounting policies in
effect as of December 31, 1997, 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 three-month period ended March 31, 1998 are not
necessarily indicative of the results to be expected for the full
year.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company
occasionally utilizes derivative financial instruments as hedges in
anticipation of future debt transactions to manage well-defined
interest rate risk.
2. Borrowing Transactions
On March 6, 1998 the Company, through one of its subsidiaries,
issued $142 million aggregate principal amount of 6.376% Bonds
Due 2003 (the Bonds). The Bonds are secured by a first priority
deed of trust, security agreement and assignment of rents and
leases in respect of the mortgaged properties. The net proceeds
from the sale of the Bonds were applied to the bridge notes
payable and utilized to fund costs of the offering.
In anticipation of the March 6, 1998 Bond issuance discussed
above, the Company entered into four separate interest rate
contracts in 1997 with notional amounts aggregating $140 million,
the effect of which was to lock the interest rate on $140 million
of the Bonds at an average interest rate of 6.62%. On March 6,
1998 the Company realized a $1.4 million loss on the
interest rate contracts. The realized loss resulting from the
change in the market value of these contracts are amortized into
interest expense over the life of the related debt issuance.
3. Capital Transactions
During the three months ended March 31, 1998, the Company issued
50,000 shares of stock and 100,000 units to certain executive
officers of the Company at the then current market price.
The Company received approximately $3,583,000 cash and advanced
the employees approximately $632,000 secured by the stock of the
Company. The advances bear interest at 7.0% per annum, have
annual payments of approximately $126,000 and have been recorded
in shareholders' equity in the accompanying consolidated balance sheet.
Additionally, the Company issued 60,000 shares of stock to certain
other officers of the Company at the then current market price.
The Company received approximately $817,500 cash and advanced the
employees approximately $817,500. The advances bear interest of
7.5% and 8.25% per annum and are secured by the stock of the Company.
The 7.5% advances have annual payments of approximately $49,050 and
have been classified as shareholders' equity in the accompanying
consolidated balance sheet. The 8.25% advances have no annual
payments and have been classified as other assets in the accompanying
consolidated balance sheet.
In addition, the Company has agreed to pay a bonus to the executive
officers for as long as they remain employed by the Company in an
amount equal to the debt service on the advances from the Company.
The advances will become due and payable and the bonus will terminate
if the employees voluntarily terminate their employment with the Company.
The Company has agreed to pay a bonus to the other officers amounting
to a total of $49,050 annually for five years; these advances will
become due and payable if the employees terminate their employment
with the company.
4. Earnings per Share
The Company adopted SFAS No. 128, "Earnings per Share", effective for
financial statements for periods ending after December 31, 1997.
All prior period earnings per share data has been restated to conform
with the provisions of this statement.
At March 31, 1998, 18,610,912 common shares and 3,031,194 operating
partnership units were outstanding, a total of 21,642,106. Additionally,
MAAC has outstanding options of 833,737 and 519,800 shares of common
stock at March 31, 1998 and 1997.
5. Subsequent Events
Property Acquisitions
- ---------------------
On May 6, 1998, the Company acquired the 200-unit Eagle Ridge
apartment community located in Birmingham, AL for $8.4 million
less $6.4 million of assumed debt. The balance was paid in UPREIT
units and cash funded by the Company's credit line.
<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
months ended March 31, 1998 and 1997. 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. The Company's calculation of FFO may
differ from the methodology for calculating FFO utilized by other
REITs and, accordingly, may not be comparable to such other
REITs. Depreciation expense includes $24,000 and $42,000 at March
31, 1998 and 1997 which relates to computer software, office
furniture and fixtures and other assets found in other industries
and which is required to be recognized, for purposes of funds from
operations computations, as expenses in the calculation of net
income.
For the three months ended March 31, 1998, FFO increased by
approximately $6,610,000 or 70%, when compared to the three months
ended March 31, 1997. The increase was primarily attributable to an
approximate $21,143,000 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.
On a per share basis, FFO increased approximately 10% from $.68
per share for the three months ended March 31, 1997 to $.75 per
share for the same period in 1998.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE
MONTHS ENDED MARCH 31, 1997
The total number of apartment units owned at March 31, 1998 was
31,307 in 118 apartment communities, compared to 20,394 in 77
communities at March 31, 1997. In addition, through the
November 25, 1997 merger with Flournoy Development Company
("FDC"), the Company acquired 32 communities containing 8,641
apartment units including 950 apartment units under development.
The FDC Merger was accounted for using the purchase method.
Accordingly, the operating results for these 32 communities are
included in the Company's financial statements for periods
subsequent to November 25, 1997. Average monthly rental per
apartment unit increased to $572 at March 31, 1998 from $532
at March 31, 1997. Overall occupancy at March 31, 1998 and 1997
was 94.6% and 94.3%, respectively. For the properties acquired
through the FDC merger, average monthly rental per apartment unit
was $613 and average occupancy was 92.9% at March 31, 1998.
Total revenues for 1998 increased by approximately $21,143,000,
due primarily to (i) approximately $5,158,000 from the 12
Communities acquired in 1997, (ii) approximately $13,603,000 from
the 30 completed Communities acquired through the FDC Merger,
(iii) approximately $363,000 from the 2 Communities acquired in
1998, (iv) approximately $1,431,000 from the Communities owned
throughout both periods, (v) approximately $206,000 from Lincoln
on the Green phase II in Memphis, Tennessee which completed
development in 1998 and (vi) approximately $382,000 from
management and development income, net.
Property operating expenses for 1998 increased by approximately
$7,449,000, due primarily to (i) approximately $1,865,000 from
the 12 Communities acquired in 1997, (ii) approximately
$4,805,000 from the 30 completed Communities acquired through the
FDC merger, (iii) approximately $140,000 from the 2
Communities acquired in 1998, (iv) approximately $525,000 from
the Communities owned throughout both periods, and (v)
approximately $114,000 from Lincoln on the Green phase II in
Memphis, Tennessee which completed development in 1998. Utility
costs decreased from 4.9% of revenue to 4.4% of revenue for the
three months ended March 31, 1998 compared to the same period a
year earlier, due primarily to over 13,000 units now submetered for
water usage.
General and administrative expense increased by approximately
$1,200,000 for the three months ended March 31, 1998 compared
to March 31, 1997. Of the increase, approximately $443,000 was
attributable to overhead resulting from the FDC Merger and
$180,000 from additional incentive accruals for property level
personnel. Approximately $195,000 is due to the timing of
certain airplane and landscape expenses which occured earlier in 1998
than in 1997. Other increases include $85,000 of additional
accounting expense, and other increases in employee benefits
and training due to the increased size of the business.
Depreciation and amortization expense increased by approximately
$5,253,000 primarily due to (i) approximately $1,122,000 from the
12 Communities acquired in 1997, (ii) approximately $3,141,000
from the 30 completed Communities acquired through the FDC
Merger, (iii) approximately $85,000 from the 2 Communities
acquired in 1998, (iv) approximately $771,000 from additional
capital expenditures on Communities owned throughout both
periods, and (v) approximately $134,000 from Lincoln on the
Green phase II. Amortization of deferred financing costs and
unamortized costs in excess of fair value of net assets acquired
for the three months ended March 31, 1998 were approximately
$546,000 and approximately $364,000, respectively.
Interest expense increased approximately $4,478,000 during the
three months ended March 31, 1998 due primarily to apartment
acquisitions and new financing transactions related to the FDC
merger. The Company reduced its average borrowing cost to 7.2% at
March 31, 1998 as compared to 7.9% on March 31, 1997. The average
maturity on the Company's debt was 11.3 and 10.0 years at March
31, 1998 and 1997, respectively. In the three months ended
March 31, 1998 the Company recorded a loss of approximately
$371,000 on early extinguishment of debt, net of minority
interest, primarily from the repayment of certain debt in
connection with the FDC Merger.
As a result of the foregoing, income before minority interest in
operating partnership income for the three months ended March 31,
1998 increased approximately $2,763,000 over the same period a
year earlier.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased from
approximately $7,936,000 for the three months ended March 31,
1997 to approximately $14,924,000 for the three months ended
March 31, 1998. The increase in net cash flow was primarily due
to an increase in depreciation and amortization less an
extraordinary loss recorded due to the early extinguishment of
certain debt.
Net cash used in investing activities decreased from
approximately $37,972,000 for the three months ended March 31, 1997
to approximately $37,087,000 for the three months ended March 31, 1998.
The increase was primarily due to the acquisition of 392 apartment
units in 1998 for approximately $18,714,000 as compared to the
acquisition of 1,114 apartment units in 1997 for approximately
$31,706,000. Capital improvements to existing properties totaled
approximately $6,685,000 for the three months ended March 31, 1998,
compared to approximately $3,770,000 for the same period in 1997.
Of the $6,685,000 capital improvements approximately $1,330,000
was for recurring capital expenditures, including carpet and
appliances, approximately $1,015,000 was for revenue enhancing
projects, approximately $4,250,000 was for acquisition capital
with the remaining balance for corporate and other miscellaneous
expenditures. Recurring capital expenditures for the three months
ended March 31, 1998 averaged six cents per share, compared to
35 cents per share anticipated for the full year 1998 and compared
to 1997's full year of 47 cents per share. Construction in
progress for new apartment units increased from approximately
$2,496,000 for the three months ended March 31, 1997 to
approximately $11,688,000 for the comparable period in 1998, due
primarily to developments in process including $861,000 for the
254-unit Reserve at Dexter Lake in Memphis, TN, $1,586,000 for
the 288-unit Mandarin in Jacksonville, FL, $1,562,000 for the
154-unit phase II addition for Whisperwood Spa in Columbus, GA,
$2,354,000 for the 192-unit phase II addition for a community in
Huntsville, AL and $2,683,000 for the 316-unit Terraces at
Fieldstone in Conyers, GA.
Net cash provided by financing activities decreased from
approximately $29,177,000 during the three months ended March 31,
1997 to approximately $19,773,000 for the three months ended
March 31, 1998. On March 6, 1998 the Partnership issued
$142,000,000 aggregate principal amount of 6.376% Bonds Due 2003
(the Bonds). The net proceeds from the sale of the Bonds were
applied to the bridge notes payable and utilized to fund costs of
the offering. Additionally, the Company refinanced approximately
$29,100,000 of various rate notes payable with a new $36,200,000
seven year amortizing note payable at 7.0%. Additionally,
during the three months ended 1998, approximately $20,573,000
was provided by borrowings under the Credit Line. The primary
use of cash was approximately $175,654,000 for the
repayment of notes payable and approximately $13,443,000 for
dividends and distributions.
At March 31, 1998, the Company had approximately $65,798,000
outstanding on the Credit Line. At March 31, 1998, the Company
had approximately $93,136,000 (including the Credit Line) of
floating rate debt at an average interest rate of 6.5%; all other
debt was fixed rate term debt at an average interest rate of 7.3%.
The weighted average interest rate and weighted average maturity
at March 31, 1998 for the approximately $666,106,000 of notes
payable were 7.2% and 11.3 years, respectively. In March 1998, the
Company increased its credit limit under the Credit Line from
$110,000,000 to $200,000,000. 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 Credit Line is secured and is subject to borrowing base
calculations that effectively reduce the maximum amount that may
be borrowed under the Credit Line to approximately $130,812,000 as
of the date of this report.
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 Code.
1998 capital expenditures at existing owned properties (including
upgrades to the three properties purchased this year) are currently
planned as follows:
Recurring capital at stabilized properties $ 8,410,000
Revenue enhancing projects at stabilized properties 9,773,000
Capital improvements to pre-stabilized properties
(includes $10,827,000 at former FDC properties) 16,472,000
------------
Total for existing owned properties $ 34,655,000
============
The Company anticipates investing a total of $118 million during
1998 in the development of new apartment units. 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 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
report on 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
None.
Item 5. Other Information
None.
Item 6. Exhibits or Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
Date Date
Form Events Reported Financial Statements of Report Filed
- ---- --------------- -------------------- --------- ------
8-K(A) Information regarding Audited historical 2-5-98 2-5-98
the business and financials of FDC,
properties of unaudited historical
Flournoy Development financial of FDC, and
Company ("FDC"). unaudited proforma
financials of Registrant
8-K Purchase consumation Not applicable. 2-5-98 2-19-98
Walden Run Apartments.
Resignation of Not applicable. 2-5-98 2-19-98
Michael B. Yanney as
independent director.
8-K Purchase consumation To be filed. 2-26-98 3-13-98
Van Mark Apartments.
8-K Appointment of Not applicable 4-16-98 4-30-98
Ralph Horn as
independent director.
<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: May 15, 1998 /s/ GEORGE E. CATES
------------ ---------------------------------
George E. Cates
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 1998 /s/ SIMON R.C. WADSWORTH
------------ ---------------------------------
Simon R.C. Wadsworth
Executive Vice President
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 26,036 7,814
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 44,990 10,238
<PP&E> 1,239,262 693,723
<DEPRECIATION> 87,471 55,447
<TOTAL-ASSETS> 1,222,817 656,238
<CURRENT-LIABILITIES> 34,479 12,597
<BONDS> 666,132 304,180
0 0
39 20
<COMMON> 186 133
<OTHER-SE> 457,647 296,928
<TOTAL-LIABILITY-AND-EQUITY> 1,222,817 656,328
<SALES> 49,930 29,356
<TOTAL-REVENUES> 50,982 29,839
<CGS> 18,523 11,074
<TOTAL-COSTS> 18,523 11,074
<OTHER-EXPENSES> 10,842 5,937
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 11,534 6,708
<INCOME-PRETAX> 7,467 4,704
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 7,046 4,177
<DISCONTINUED> 0 0
<EXTRAORDINARY> (371) 0
<CHANGES> 0 0
<NET-INCOME> 6,675 4,177
<EPS-PRIMARY> 0.24 0.26
<EPS-DILUTED> 0.24 0.26
</TABLE>
