SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the Fiscal Year Ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number: 1-12590
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GABLES RESIDENTIAL TRUST
(Exact name of Registrant as specified in its charter)
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Maryland 58-2077868
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2859 Paces Ferry Road, Suite 1450
Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 436-4600
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which Registered
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Common Shares of Beneficial Interest, New York Stock Exchange
par value $0.01 per share
8.30% Series A Cumulative Redeemable New York Stock Exchange
Preferred Shares of Beneficial Interest,
par value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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.
(1) Yes X No
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(2) Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K X
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As of March 20, 1998, the aggregate market value of the 21,782,299 Common
Shares held by non-affiliates of the Registrant was $571,785,349 based upon the
closing price ($26.25) on the New York Stock Exchange composite tape on such
date. (For this computation, the Registrant has excluded the market value of all
Common Shares reported as beneficially owned by executive officers and trustees
of the Registrant; such exclusion shall not be deemed to constitute an admission
that any such person is an "affiliate" of the Registrant.) As of March 20, 1998,
there were outstanding 22,072,205 Common Shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Company's Proxy Statement relating to
its Annual Meeting of Shareholders to be held May 19, 1998 are
incorporated by reference in Part III, Items 10, 11, 12 and 13.
<PAGE>
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
PART I
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Item Page
No. No.
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1. Business ........................................ 1
2. Properties .............................................. 10
3. Legal Proceedings ....................................... 17
4. Submission of Matters to a Vote of Security Holders ...... 17
PART II
5. Market for Registrant's Common Shares .................... 17
6. Selected Financial and Operating Information ............. 18
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................. 21
8. Financial Statements and Supplementary Data ............. 34
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ............................ 34
PART III
10. Directors and Executive Officers of the Registrant ....... 34
11. Executive Compensation .................................. 34
12. Security Ownership of Certain Beneficial Owners and
Management .......................................... 34
13. Certain Relationships and Related Transactions .......... 34
PART IV
14. Exhibits, Financial Statements and Schedule and Reports on
Form 8-K ............................................. 34
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PART I
ITEM 1. BUSINESS
GENERAL
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Gables Residential Trust is one of the largest owners, operators and developers
of multifamily communities in the Southwestern and Southeastern region of the
United States (the "Sunbelt" or "Sunbelt Region"). The Company is a
self-administered and self-managed real estate investment trust ("REIT") and has
elected to be treated as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"), beginning with its taxable year ending December 31, 1994.
The Company was formed in 1993 under Maryland law to continue and to expand the
multifamily apartment community management, development, construction and
acquisition operations of its privately owned predecessor organization. The term
"Gables Residential Group" or "Group" as used herein refers to the privately
owned predecessor organization prior to the Company's initial public offering in
January, 1994 (the "Initial Offering" or "IPO") and the concurrent completion of
the various transactions that occurred simultaneously therewith (the "Formation
Transactions"). The term "Company" or "Gables" as used herein means Gables
Residential Trust and its subsidiaries on a consolidated basis (including Gables
Realty Limited Partnership and its subsidiaries) or, where the context so
requires, Gables Residential Trust only, and, as the context may require, their
predecessors.
Substantially all of the Company's business is conducted through, and all of the
Company's interests in property are held by or through, Gables Realty Limited
Partnership (the "Operating Partnership"). The Company controls the Operating
Partnership through Gables GP, Inc. ("GGPI"), a wholly-owned subsidiary and the
sole general partner of the Operating Partnership (this structure is commonly
referred to as an umbrella partnership REIT or "UPREIT"). At December 31, 1997,
the Company was an 84.4% economic owner of the Operating Partnership (excluding
the Company's ownership of 100% of the Operating Partnership's Series A
Preferred Units). As of such date, Gables owned 59 multifamily apartment
communities and had an indirect 25% interest in two multifamily apartment
communities (collectively, the "Current Communities") located in the following
major cities in Texas, Georgia and Tennessee: Houston, Dallas, Austin, San
Antonio, Atlanta, Memphis and Nashville (the "Core Markets"). The Current
Communities totaled 18,479 apartment homes and included one multifamily
apartment community in the final stages of lease-up. Gables also owned five
multifamily apartment communities that were under construction at December 31,
1997 that Gables expects will comprise 1,409 apartment homes upon completion
(collectively, the "Development Communities" and, with the Current Communities,
the "Communities"). Three of the Development Communities are located in Atlanta,
Austin and Houston and two of the Development Communities are located in
Orlando, Florida. Gables also owns sites (the "Undeveloped Sites") on which it
intends to develop seven additional multifamily apartment communities that
Gables expects will comprise an estimated 1,792 apartment homes and has rights
(the "Development Rights") to acquire additional sites on which Gables believes
it could develop multifamily apartment communities comprising an estimated 2,596
apartment homes. Gables is pursuing the acquisition of additional multifamily
apartment communities. See "Recent Developments" for acquisitions that were
under contract as of March 16, 1998.
Gables' executive offices are located at 2859 Paces Ferry Road, in Atlanta,
Georgia 30339 and its telephone number is (770) 436-4600. The Company's common
shares of beneficial interest, par value $0.01 per share ("Common Shares"), are
listed on the New York Stock Exchange (the "NYSE") under the symbol "GBP."
MANAGEMENT STRUCTURE. Gables has been responsible for the development or
acquisition of approximately 42,700 apartment homes since 1982 and its senior
management team has, on average, in excess of fifteen years experience in the
multifamily industry. Gables provides a full range of integrated real estate
services through a staff of approximately 900 employees who have experience in
property operations, development, acquisition and construction. Gables maintains
offices in Atlanta, Houston and Dallas, each with its own fully integrated
organization, including experienced in-house management, development and
acquisition staffs with specific knowledge of the particular markets served.
Gables believes that its competitive strength and growth potential lie in
management's in-depth knowledge of the changing opportunities available in each
local market and in its locally focused management structure, which enables
highly experienced development and acquisition personnel to pursue new
opportunities in each market and highly experienced on-site managers to make the
day-to-day decisions needed to maximize the performance of existing properties.
The finance, accounting and administrative functions for Gables are controlled
by a central staff located in Atlanta.
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COMPETITIVE ADVANTAGES. Gables believes that it has several competitive
advantages. These advantages include:
SERVICE-ORIENTED PHILOSOPHY: a service-oriented philosophy which focuses on
offering extensive resident amenities and services in quality apartment homes to
increase occupancy and rental rates and reduce resident turnover.
GEOGRAPHIC DIVERSIFICATION: an established market presence in multiple
major markets in the Sunbelt Region which are geographically independent, rely
on diverse economic foundations, and during the past several years have shown
job growth substantially above national averages.
PRODUCT FOCUS: a portfolio concentration of Class A properties located
primarily in in-fill locations and master-planned communities, which includes
garden, townhome and higher density apartment communities that were developed,
acquired, rehabilitated or repositioned by Gables, targeted toward a lifestyle
renter segment.
LOCAL PRESENCE IN MULTIPLE MARKETS: a local presence for approximately
fifteen years in each of the Core Markets served by Gables through an
experienced staff with superior knowledge of local markets and a culture which
provides incentives for outstanding performance at all levels.
FULLY INTEGRATED ORGANIZATION: a fully integrated organization with a track
record of approximately fifteen years in all phases of real estate property
management, development, acquisition, construction, rehabilitation, financing
(including tax- exempt bond financing) and marketing.
INCREASED SIZE: Gables' increased size has allowed it to generate economies
of scale by spreading its corporate overhead costs over a larger portfolio and
increasing its buying power with vendors.
THE OPERATING PARTNERSHIP
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The Operating Partnership is the entity through which the Company conducts
substantially all of its business and owns (either directly or through
subsidiaries) all of its assets. As of December 31, 1997, the Company held
directly, or indirectly through GGPI, 84.4% of the Operating Partnership's
common units of limited and general partnership. This structure is commonly
referred to as an umbrella partnership REIT or UPREIT. Through GGPI, a
wholly-owned subsidiary of the Company and the sole general partner of the
Operating Partnership, the Company controls the Operating Partnership. The board
of directors of GGPI, the members of which are the same as the members of the
Board of Trustees of the Company, manages the affairs of the Operating
Partnership by directing the affairs of the general partner of the Operating
Partnership. The Company's limited partner and indirect general partner
interests in the Operating Partnership entitle it to share in cash distributions
from, and in the profits and losses of, the Operating Partnership in proportion
to its economic interest therein and entitle the Company to vote on all matters
requiring a vote of the limited partners.
The other limited partners of the Operating Partnership are persons who
contributed their direct or indirect interests in certain properties to the
Operating Partnership primarily in connection with the Formation Transactions.
The Operating Partnership is obligated to redeem each unit of limited
partnership ("Unit") at the request of the holder thereof for cash equal to the
fair market value of a Common Share at the time of such redemption, provided
that the Company at its option may elect to acquire any such Unit presented for
redemption for one Common Share or cash. The Company presently anticipates that
it will elect to issue Common Shares to acquire Units presented for redemption,
rather than paying cash. With each such redemption the Company's percentage
ownership interest in the Operating Partnership will increase. In addition,
whenever the Company issues Common Shares, the Company is obligated to
contribute any net proceeds therefrom to the Operating Partnership and the
Operating Partnership is obligated to issue an equivalent number of Units to the
Company.
The Company may cause the Operating Partnership to issue additional Units to
acquire land parcels for the development of apartment communities or operating
apartment communities in transactions that in certain circumstances defer some
or all of the sellers' tax consequences. The Company believes that many
potential sellers of multifamily residential properties have a low tax basis in
their properties and would be more willing to sell the properties in
transactions that defer Federal income taxes. Offering Units instead of cash for
properties may provide potential sellers partial Federal income tax deferral.
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THE MANAGEMENT COMPANIES
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Gables' management operations with respect to properties in which Gables does
not have an interest are conducted through subsidiaries of the Operating
Partnership (the "Management Companies"). The Management Companies also provide
other services to third parties, including construction and brokerage services
and the provision of corporate rental housing. Certain of these services are, or
may also be, provided by the Operating Partnership directly, to the extent
consistent with the gross income requirements for REITs under the Code. To
maintain the Company's qualifications as a REIT while realizing income from its
fee management and related service business, the Operating Partnership owns 100%
of the nonvoting common stock (representing 98.99% of the total equity) of each
Management Company and 1% of the voting common stock (representing .01% of the
total equity) of each Management Company. The nonvoting common stock and voting
common stock owned by the Company together represent 99% of the equity interests
in each Management Company. Executive officers of the Company hold, in the
aggregate, the remaining 1% of the equity in each Management Company,
representing 99% of the voting interest therein. The voting common stock held by
such executive officers is subject to a provision of the by-laws of each
Management Company that is designed to ensure that the stock will be held by
officers of the Management Companies at all times. This bylaw provision of each
Management Company cannot be amended without the vote of 100% of the outstanding
voting common stock of such company.
BRAND NAME STRATEGY
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Gables is continuing to pursue a long standing strategy of brand name
development by linking the "Gables" name to its properties. This strategy is
intended to reinforce Gables' reputation and to build recognition of its
multifamily communities as a high quality, recognizable brand. Gables believes
that increased consumer recognition of the "Gables" brand name in each of its
markets has enhanced its ability to attract new residents, increased the
markets' perception of the Communities as high quality residential developments
and enhanced its relationships with local authorities.
BUSINESS OBJECTIVES AND STRATEGY OF GABLES
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Gables' objective is to increase shareowner value by being a dominant owner and
operator of Class A multifamily communities in the Sunbelt Region. To achieve
its objective, Gables employs a number of strategies including operating high
quality, well-located assets in a diverse set of select Sunbelt markets which
have similar demographic characteristics such as diverse economies with
projected job growth. Gables' primary target customer is the more affluent
renter-by-choice, which requires a focus on customer service through highly
trained associates and the maintenance of Gables' assets to a high standard.
Gables intends to grow cash flow from operating communities through innovative,
proactive property management that focuses on resident satisfaction and
retention, increases in rents and occupancy levels, and the control of operating
expenses through improved economies of scale. Due to the cyclical nature of the
real estate markets, Gables has adopted an investment strategy based on strong
local presence and expertise which will allow for growth in assets through both
acquisition and development as warranted by underlying market fundamentals, and
that will provide for both favorable initial returns and long-term growth
prospects. Gables believes the successful execution of these operating and
investment strategies will result in consistent high quality growth in operating
cash flow.
Gables believes that it is well positioned to achieve its objective as a result
of its long-established presence as a fully integrated real estate management,
development, construction and acquisition company in each of Gables' Core
Markets for the past fifteen years. Gables believes that this long-term, local
market presence gives it a competitive advantage with regard to its ability to
generate increased cash flow from property operations during different economic
cycles and to new investment opportunities that involve site selection, market
information and requests for entitlements and zoning petitions. The Core Markets
are geographically independent, rely on diverse economic foundations and have
experienced job growth substantially above national averages. Gables recently
entered the Orlando market which has the common growth characteristics of the
Core Markets.
PROPERTY OPERATIONS. The property management group operates the Communities to
maximize cash flow and create long- term value. This is achieved by aggressive
marketing and leasing of apartment homes, providing the best possible resident
service and maintaining the Communities to the highest standards. Management
believes that excellent service will distinguish Gables from its competitors and
will retain current residents and attract new prospects. Gables has a service
oriented philosophy which is reinforced through its "College of Career
Development" named Gables University. This comprehensive training system for
Gables' employees is overseen by full-time training coordinators and offers
classes in a variety of different schools, such as the School of Leasing, the
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School of People Resources and the School of Maintenance Development.
Additionally, there are "degree" programs which are completed with graduation
ceremonies. Service is also reinforced with quarterly "I Made a Difference"
recognition ceremonies, where personal achievement by associates is acknowledged
by senior management in each of the markets where Gables operates.
Financial and marketing information is collected and distributed through on-site
computer systems at all Communities and effectively summarizes operating and
marketing data critical for making accurate daily decisions. The system also
compiles demographic profile information on prospective and current residents,
allowing Gables to effectively target its customer base.
The property management group is strategically focused on the following areas:
EMPLOYEES. Hiring the highest quality associates possible through extensive
screening and proactive recruiting, and encouraging loyalty and reducing
employee turnover by providing outstanding training, career opportunities and
benefit programs. The average tenure for vice presidents and regional managers
of the group is over eight years and the average tenure of property managers is
over six years.
RESIDENTS. Providing exceptional services to Gables' relatively affluent
residents, who expect a service level commensurate with the high quality product
and resultant high level rents.
FINANCIAL PERFORMANCE. Maximizing revenues from the Communities by
empowering and inciting property managers to make decisions regarding rental
rates and implementation of marketing programs to attract and retain residents;
reducing property operating expenses by continuously evaluating vendors and
service contracts, utilizing volume discount purchasing programs and analyzing
tax and utility expenses; and monitoring overall appearance and appeal of the
Communities by ensuring cleanliness, investing wisely in major capital expenses
and ensuring the quality of the landscaping.
DEVELOPMENT. The development team has extensive experience in the identification
of sites, land planning, product development and construction in the Sunbelt
Region. In evaluating whether to develop an apartment community, the development
team analyzes current demographics and economic data such as household formation
rates, income levels, rental rates and occupancies. Gables relies both on
internal and external market research to determine the current position of the
real estate cycle.
Successful development has been instrumental to the growth of Gables and, since
1982, Gables has developed approximately 28,300 apartment homes. Gables seeks to
develop properties in markets where it discerns a strong demand, which Gables
anticipates will enable it to achieve its targeted initial yields. Gables
expects to continue to focus on the Sunbelt Region which, as a result of job
growth and household formation, has generally experienced high occupancy levels
and rising rents in recent years. The typical submarket where Gables develops
its communities is one where resident profiles, including relatively high income
households, justify the development of Class A multifamily communities offering
extensive resident amenities and services. Fundamental to Gables' development is
its in-house construction group, which allows Gables to act as its own general
contractor, which helps control quality, scheduling and cost. In addition,
Gables' development and construction expertise has enabled it to develop a
variety of multifamily communities, including Class A garden apartments,
townhomes and higher density apartments in a variety of geographic areas.
ACQUISITION. Gables also focuses its efforts on the acquisition of existing
multifamily communities which management believes are consistent with the
characteristics of its existing portfolio or present opportunities for creating
value, including properties requiring extensive renovations and market
repositioning. Since 1982, Gables has acquired and repositioned communities
comprising a total of approximately 14,400 apartment homes, of which
approximately 3,000 apartment homes were value-added acquisitions which required
substantial redevelopment, repositioning, and strong management skills. Gables
will seek to invest in those properties that management believes are available
at prices below estimated replacement cost, are located in submarkets with a
relatively high income population with close proximity to major employment
centers, and are capable of growth in cash flow through application of Gables'
management ability and strategic capital improvements.
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FEE MANAGEMENT BUSINESS AND RELATED SERVICES. As of December 31, 1997, Gables
managed for third parties 27 multifamily communities comprising approximately
9,600 apartment homes. These fee management contracts are maintained with a
total of approximately 17 owners. In addition to contributing modestly to funds
from operations, engaging in fee management allows Gables to leverage its
management operations costs, provides access to development and acquisition
opportunities and provides Gables with additional market knowledge. In addition
to its fee management business, Gables provides other services through the
Management Companies, including construction and brokerage services and the
provision of corporate rental housing.
COMPETITION
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All of the Communities are located in developed areas that include other
apartment communities. The number of competitive multifamily communities in a
particular area could have a material effect on Gables' ability to lease
apartment homes at the Communities or at any newly developed or acquired
community, as well as on the rents charged. Gables may be competing for
development and acquisition opportunities with others that have greater
resources than Gables (including other REITs). In addition, the Communities must
compete for residents with new and existing homes and condominiums. The home
affordability index in all of Gables' markets is above the national average.
This competitive environment is partially offset by the propensity to rent for
households in Gables' markets which in all cases exceeds the national average.
The fee management business is highly competitive, and Gables faces competition
from a variety of local, regional and national firms. Gables competes against
these firms by stressing the quality and experience of its employees, the
services provided by Gables and the market presence and experience it has
developed over the past fifteen years. Gables may, nevertheless, lose some of
its third party management business, particularly when such properties are sold.
ENVIRONMENTAL MATTERS
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Under various Federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
required to investigate and clean up hazardous or toxic substances or petroleum
product releases at such property, and may be held liable to a governmental
entity or to third parties for property damage and for investigation and
clean-up costs incurred by such parties in connection with the contamination.
Such laws, ordinances and regulations typically impose clean-up responsibility
and liability without regard to whether the owner knew of or caused the presence
of the contaminants, and the liability under such laws has been interpreted to
be joint and several unless the harm is divisible and there is a reasonable
basis for allocation of responsibility. The cost of investigation, remediation
or removal of such substances may be substantial, and the presence of such
substances, or the failure to properly remediate the contamination on such
property, may adversely affect the owner's ability to sell or rent such property
or to borrow using such property as collateral. Persons who arrange for the
disposal or treatment of hazardous or toxic substances also may be liable for
the costs of removal or remediation of such substances at the disposal or
treatment facility, whether or not such facility is owned or operated by such
person. In addition, some environmental laws create a lien on the contaminated
site in favor of the government for damages and costs it incurs in connection
with the contamination. Finally, the owner or operator of a site may be subject
to common law claims by third parties based on damages and costs resulting from
environmental contamination emanating from a site. In connection with the
ownership, operation, management and development of the Communities and other
real properties, Gables may be potentially liable for such damages and costs.
Certain Federal, state and local laws, ordinances and regulations govern the
removal, encapsulation and disturbance of asbestos-containing materials ("ACMs")
when such materials are in poor condition or in the event of construction,
remodeling, renovation or demolition of a building. Such laws, ordinances and
regulations may impose liability for release of ACMs and may provide for third
parties to seek recovery from owners or operators of real properties for
personal injury associated with ACMs. In connection with its ownership,
operation, management and development of the Communities and other real
properties, Gables may be potentially liable for such costs.
In addition, recent studies have linked radon, a naturally-occurring substance,
to increased risks of lung cancer. While there are currently no state or Federal
requirements regarding the monitoring for, presence of, or exposure to, radon in
indoor air, the U.S. Environmental Protection Agency ("EPA") and the Surgeon
General recommend testing residences for the presence of radon in indoor air,
and the EPA further recommends that concentrations of radon in indoor air be
limited to less than 4 picocuries per liter of air (pCi/L) (the "Recommended
Action Level"). The presence of radon in concentrations equal to or greater than
the Recommended Action Level in a Community may adversely affect Gables' ability
to rent apartment homes in that Community and the market value of the Community.
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Finally, recently-enacted Federal legislation will eventually require owners and
landlords of residential housing constructed prior to 1978 to disclose to
potential tenants or purchasers of the Communities any known lead-paint hazards
and will impose treble damages for failure to so notify. In addition, lead-based
paint in any of the Communities may result in lead poisoning in children
residing in that Community if chips or particles of such lead-based paint are
ingested, and Gables may be held liable under state laws for any such injuries
caused by ingestion of lead-based paint by children living at the Communities.
Gables' assessments of the Communities have not revealed any environmental
liability that Gables believes would have a material adverse effect on Gables'
business, assets or results of operations, nor is Gables aware of any such
material environmental liability. Nevertheless, it is possible that Gables'
assessments do not reveal all environmental liabilities or that there are
material environmental liabilities of which Gables is unaware. Moreover, there
can be no assurance that (i) future laws, ordinances or regulations will not
impose any material environmental liability or (ii) the current environmental
condition of the Communities will not be affected by tenants, by the condition
of land or operations in the vicinity of the properties (such as the presence of
underground storage tanks), or by third parties unrelated to Gables.
Gables believes that no ACMs were used in connection with the construction of
the Communities or will be used in connection with future construction by the
Company. Gables' environmental assessments have revealed the presence of
"potentially friable" ACMs at two Current Communities and non-friable ACMs at
four Current Communities. Gables has programs in place to maintain and monitor
ACMs. Gables believes that the Communities are in compliance in all material
respects with all Federal, state and local laws, ordinances and regulations
regarding hazardous or toxic substances or petroleum products. Gables has not
been notified by any governmental authority, and is not otherwise aware, of any
material noncompliance, liability or claim relating to hazardous or toxic
substances or petroleum products in connection with any of its present
properties that would involve substantial expenditure, and Gables does not
believe that compliance with applicable environmental laws or regulations will
have a material adverse effect on Gables or its financial condition or results
of operations.
COSTS OF COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT AND SIMILAR LAWS
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Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of
public accommodation are required to meet certain Federal requirements related
to access and use by disabled persons. These requirements became effective in
1992. Management of Gables believes that the Communities are substantially in
compliance with present requirements of the ADA, as they apply to multifamily
dwellings. A number of additional Federal, state and local laws exist which also
may require modifications to the Communities, or regulate certain further
renovations thereof, with respect to access thereto by disabled persons. For
example, the Fair Housing Amendments Act of 1988 (the "FHAA") requires apartment
communities first occupied after March 13, 1990 to be accessible to the
handicapped. Noncompliance with the FHAA could result in the imposition of fines
or an award of damages to private litigants. Gables believes that the
Communities that are subject to the FHAA are in compliance with such law.
Additional legislation may impose further burdens or restrictions on owners with
respect to access by disabled persons. The ultimate amount of the cost of
compliance with the ADA or such legislation is not currently ascertainable, and,
while such costs are not expected to have a material effect on Gables, such
costs could be substantial. Limitations or restrictions on the completion of
certain renovations may limit application of Gables' investment strategy in
certain instances or reduce overall returns on Gables' investments.
INSURANCE
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Gables carries comprehensive liability, fire, extended coverage and rental loss
insurance with respect to all of the Current Communities, with policy
specifications, insured limits and deductibles customarily carried for similar
properties. Gables carries similar insurance with respect to its other
properties, but with such exceptions as are appropriate given the undeveloped
nature of certain of these properties. There are, however, certain types of
losses (such as losses arising from acts of war) that are not generally insured
because they are either uninsurable or not economically insurable. Should an
uninsured loss or a loss in excess of insured limits occur, Gables could lose
its capital invested in a property, as well as the anticipated future revenues
from such property and would continue to be obligated on any mortgage
indebtedness or other obligations related to the property. Any such loss would
adversely affect Gables.
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EMPLOYEES
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Gables provides a full range of real estate services through a staff of
approximately 900 employees, including an experienced management team. There are
no collective bargaining agreements with any of Gables' employees.
TAX MATTERS
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Gables elected to be taxed as a REIT under the Code, commencing with the taxable
year ended December 31, 1994, and intends to maintain its qualification as a
REIT in the future. As a qualified REIT, with limited exceptions, Gables will
not be taxed under Federal and certain state income tax laws at the corporate
level on its net income.
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES
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The following is a discussion of certain investment, financing and other
policies of Gables. These policies have been determined by Gables' Board of
Trustees and may be amended or revised from time to time by the Board of
Trustees without a vote of the shareholders, except that (i) Gables cannot
change its policy of holding its assets and conducting its business only through
the Operating Partnership, the Management Companies and other permitted
subsidiaries without the consent of the holders of Units as provided in the
partnership agreement of the Operating Partnership, (ii) changes in certain
policies with respect to conflicts of interest must be consistent with legal
requirements, and (iii) Gables cannot take any action intended to terminate its
qualification as a REIT without the approval of the holders of two-thirds of the
Common Shares.
INVESTMENT POLICIES. Gables will conduct all its investment activities through
the Operating Partnership and its subsidiaries. Gables' investment objectives
are to provide quarterly cash distributions and achieve long-term capital
appreciation through increases in the value of Gables. Gables may purchase
income-producing multifamily apartments or other types of properties for
long-term investment, expand and improve the communities presently owned or
other properties purchased, or sell such communities or other properties, in
whole or in part, when circumstances warrant. Gables may also participate with
third parties in apartment community ownership, through joint ventures or other
types of co-ownership. Equity investments may be subject to existing mortgage
financing and other indebtedness or such financing or indebtedness as may be
incurred in connection with acquiring or refinancing these investments. Debt
service on such financing or indebtedness will have a priority over the Common
Shares and any distributions thereon.
While Gables emphasizes equity real estate investments in multifamily apartment
communities, it may, in the discretion of the Board of Trustees, invest in other
types of equity real estate investments, mortgages (including participating or
convertible mortgages) and other real estate interests. Gables currently intends
to invest in apartment communities in the Sunbelt Region. However, future
development or investment activities will not be limited to any geographic area
or product type or to a specified percentage of Gables' assets. Gables will not
have any limit on the amount or percent of its assets invested in one property.
Subject to the percentage of ownership limitations and gross income and asset
tests necessary for REIT qualification, Gables also may invest in securities of
other REITs, other entities engaged in real estate activities or securities of
other issuers, including for the purpose of exercising control over such
entities, although it does not presently intend to do so and it has not done so
in the past. Gables may enter into joint ventures or partnerships for the
purpose of obtaining an equity interest in a particular property in accordance
with Gables' investment policies. Such investments may permit Gables to own
interests in larger assets without unduly restricting diversification and,
therefore, add flexibility in structuring its portfolio. Gables will not enter
into a joint venture or partnership to make an investment that would not
otherwise meet its investment policies. Investment in these securities is also
subject to Gables' policy not to be treated as an investment company under the
Investment Company Act of 1940.
FINANCING POLICIES. The debt to total market capitalization ratio of Gables
(i.e., the total consolidated debt of Gables as a percentage of the December 31,
1997 market value of outstanding Common Shares of the Company and Operating
Partnership Units, plus total consolidated debt and preferred shares at
liquidation value) was approximately 34% at December 31, 1997. Excluding
construction-related indebtedness, this ratio was 30% at December 31, 1997. This
ratio will fluctuate with changes in the price of the Common Shares (and the
issuance of additional Common Shares, or other forms of shares of beneficial
interest, if any) and differs from the debt to book capitalization ratio, which
is based upon book values. This percentage will increase as Gables uses
financing to continue construction of the Development Communities and to acquire
additional multifamily apartment communities. As the debt to book capitalization
ratio may not reflect the current income potential of a company's assets and
operations, Gables believes that the debt to total market capitalization ratio
provides an alternative indication of leverage for a company whose assets are
<PAGE>
Page-8
primarily income-producing real estate and should be evaluated along with the
debt service coverage and underlying components of Gables' indebtedness. Gables
currently has a policy of incurring debt only if upon such incurrence the ratio
of debt to total market capitalization would be 60% or less. Gables' Amended and
Restated Declaration of Trust and Second Amended and Restated Bylaws do not,
however, limit the amount or percentage of indebtedness that Gables may incur.
In addition, Gables may from time to time modify its debt policy in light of
current economic conditions, relative costs of debt and equity capital, market
values of its Communities, general conditions in the market for debt and equity
securities, fluctuations in the market price of Common Shares, growth
opportunities and other factors. Accordingly, Gables may increase or decrease
its debt to total market capitalization ratio beyond the limits described above.
To the extent that the Board of Trustees decides to obtain additional capital,
Gables may raise such capital through additional equity offerings (including
offerings of senior securities), debt financings or retention of Funds from
Operations (subject to satisfying provisions in the Code, requiring minimum
distributions of net income in order to maintain tax status as a REIT), or a
combination of these methods. Gables presently anticipates that any additional
borrowings would be made through the Operating Partnership, although Gables
might incur indebtedness, the proceeds of which would be reloaned to the
Operating Partnership. Borrowings may be unsecured or may be secured by any or
all of the assets of the Company, the Operating Partnership or any existing or
new property owning partnership and may have full or limited recourse to all or
any portion of the assets of the Company, the Operating Partnership or any
existing or new property owning partnership. Indebtedness incurred by Gables may
be in the form of bank borrowings, tax-exempt bonds, purchase money obligations
to sellers of apartment communities or other properties, publicly or privately
placed debt instruments or financing from institutional investors or other
lenders. The proceeds from any borrowings by Gables may be used for working
capital, to refinance existing indebtedness and to finance acquisitions,
expansions or development of new communities and other properties, and for the
payment of distributions. Gables has not established any limit on the number or
amount of mortgages that may be placed on any single property or on its
portfolio as a whole.
Gables currently has a senior unsecured debt rating of BBB from Standard and
Poor's and Baa2 from Moody's Investors Service. Gables' Series A Preferred
Shares currently have a rating of BBB- from Standard and Poor's and baa3 from
Moody's Investors Service. Gables intends to adhere to financing policies that
will allow it to maintain these investment grade credit ratings.
CONFLICT OF INTEREST POLICIES. As part of their employment agreements, each of
Messrs. Bromley, Rippel, Clark and Banks is bound by a non-competition covenant
with Gables. These non-competition covenants provide that during the term of
employment, and for a period of one year following termination of employment
under certain circumstances, each individual is prohibited from, directly or
indirectly, competing with Gables with respect to any multifamily apartment
residential real estate property development, construction, acquisition or
management activities then undertaken or being considered by Gables. These
employment agreements also contain certain non-solicitation covenants, whereby
each individual subject to such an agreement is prohibited, during the term of
employment and for a period of one year thereafter, from, directly or indirectly
(i) soliciting or inducing any present or future employee of Gables to accept
employment with such individual or any person or entity associated with such
individual, (ii) employing, or causing any person or entity associated with such
individual to employ, any present or future employee of Gables without providing
Gables with prior written notice of such proposed employment or (iii) either for
himself or for any other person or entity, competing for or soliciting the third
party owners with whom Gables has an existing property management agreement.
Such employment agreements terminate on January 1, 1999 but are automatically
extended for additional one-year periods unless notice is given by Gables or the
employee, three months prior to the agreement's expiration, that the agreement
will not be renewed.
Gables has adopted a policy that, without the approval of a majority of the
trustees who are neither officers of Gables nor affiliated with Gables, it will
not (i) acquire from or sell to any trustee, officer or employee of Gables, or
any entity in which a trustee, officer or employee of Gables beneficially owns
more than a 1% interest, or acquire from or sell to any affiliate of any of the
foregoing, any of the assets or other property of Gables, (ii) make any loan to
or borrow from any of the foregoing persons or (iii) engage in any other
transaction with any of the foregoing persons.
RECENT DEVELOPMENTS
- -------------------
The following sections contain 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. Forward-looking statements are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy. Acquisitions that are pursued by the Company may not be
consummated for a variety of reasons, including the failure of either party to
meet the required conditions to closing.
<PAGE>
Page-9
PENDING ACQUSITIONS - SOUTH FLORIDA
- ------------------------------------
Gables has entered into a Contribution Agreement with an effective date of March
16, 1998 (the "Contribution Agreement") to acquire the properties and operations
of Trammell Crow Residential South Florida ("TCR/SF"), which consist of up to 15
multifamily apartment communities (the "South Florida Communities") containing a
total of 4,197 apartment homes (assuming completion of three South Florida
Communities currently under construction), and all of TCR/SF's residential
construction and development and third party management activities in South
Florida (the "South Florida Transaction"). The South Florida Communities are
located in Palm Beach County, Broward County and Dade County and encompass the
metropolitan areas of Palm Beach, Fort Lauderdale and Miami, respectively. The
South Florida Transaction is expected to be consummated in the second quarter of
1998.
Gables believes the South Florida Transaction, if successfully completed, will
facilitate the following goals:
- - establish a growth platform in the South Florida markets by integrating the
existing operating, acquisition, development and construction personnel of
TCR/SF into Gables' existing management team;
- - allow Gables to enter into the South Florida markets with a critical mass
of multifamily apartment communities that have internal earnings growth
potential and product quality characteristics consistent with Gables'
existing portfolio;
- - provide further geographic and economic diversification of Gables'
portfolio of multifamily apartment communities, thereby enhancing the
stability of Gables' cash flow;
- - generate a pipeline of acquisition and development opportunities in the
South Florida markets, which are characterized by high job growth and high
barriers to entry;
- - allow Gables to generate economies of scale by spreading its corporate
overhead costs over a larger portfolio and increasing its buying power with
vendors; and
- - produce immediate earnings growth and accelerate long-term earnings growth.
There can be no assurance that all South Florida Communities will be included in
the South Florida Transaction or that the South Florida Transaction will be
consummated at all. Additionally, although Gables expects that the South Florida
Transaction and Gables' entry into new markets will provide the benefits
discussed above, there can be no assurance that these benefits will be realized.
At December 31, 1997, 12 of the South Florida Communities, which were built
between 1984 and 1997, were stabilized and had a weighted average physical
occupancy rate of approximately 94.8%, two of the South Florida Communities were
under construction and lease-up, and one South Florida Community was under
construction but had not yet commenced leasing. All of the South Florida
Communities under construction are anticipated to be substantially completed by
September, 1998. The average unit size for all South Florida Communities is 984
square feet and the scheduled rent at December 31, 1997 was $875 per unit and
$0.89 per square foot. Gables currently expects it will also acquire from TCR/SF
third party management contracts for approximately 8,000 apartment homes.
Under the terms of the Contribution Agreement, Gables will acquire the South
Florida Communities, the third party management business and other properties
and assets of TCR/SF in exchange for (i) approximately $149.0 million in cash,
(ii) the assumption of approximately $135.9 million of tax-exempt debt (subject
to certain required consents) and (iii) the initial issuance of Units valued at
up to approximately $71.1 million based on an agreed upon price of $27.625 per
Unit (the "Share Price"). The Share Price is subject to decrease in certain
circumstances as set forth in the Contribution Agreement. In addition,
approximately $12.5 million of the purchase price will be retained by Gables
until January 1, 2000, at which time Gables will issue to the sellers a number
of Units (the "Deferred Units") equal in value to such retained amount (subject
to possible decrease pursuant to the terms of the Contribution Agreement). The
Deferred Units will be valued based on the average of the closing prices of the
Common Shares on the NYSE during a 15 trading day period preceding the date of
issuance.
In the event that the South Florida Communities are not contributed by TCR/SF in
accordance with the terms of the Contribution Agreement, Gables or TCR/SF may
elect to terminate the Contribution Agreement in its entirety, subject to
certain payments specified in the Contribution Agreement. In addition, if the
average of the closing prices of the Common Shares on the NYSE during a 15
trading day period preceding the closing is less than $23.50, either TCR/SF or
Gables may elect to terminate the Contribution Agreement.
<PAGE>
Page-10
PENDING ACQUISITIONS - HOUSTON
- ------------------------------
On February 18, 1998, Gables entered into contribution agreements with four
partnerships under common control pursuant to which Gables expects to acquire
four multifamily apartment communities (the "Greystone Communities") comprising
a total of 913 apartment homes located in the Houston metropolitan area, which
at December 31, 1997 had a weighted average physical occupancy rate of
approximately 99.0% (the "Greystone Transaction"). In connection with such
acquisition, Gables will assume approximately $28.0 million of indebtedness and
issue Units valued at up to approximately $21.0 million, of which approximately
$2.0 million will be deferred for up to two years. The closing of the Greystone
Transaction is subject to certain conditions, including receipt of certain third
party consents. There can be no assurance that the Greystone Transaction will
close as contemplated, that the required conditions to closing will be met, or
that the contribution agreements will not be amended or terminated.
PENDING ACQUISITION - AUSTIN
- ----------------------------
On March 11, 1998, Gables entered into an agreement to acquire a multifamily
apartment community in Austin comprising 308 apartment homes. The acquistion of
this community is subject to the completion of due diligence as well as ongoing
business review by Gables. No assurance can be made that the acquisition will
close.
ITEM 2. PROPERTIES
As of December 31, 1997, Gables owned or had an interest in 61 Current
Communities, consisting of 18,479 apartment homes, and owned five Development
Communities, consisting of 1,409 apartment homes. The Communities, comprising a
total of 19,888 apartment homes, are located in Texas, Georgia, Tennessee and
Florida. The following table shows the locations of the Communities and the
number of apartment homes in each metropolitan area:
<TABLE>
<CAPTION>
Number of Communities Number of Apartment Homes Percent of
Location Current Development Total Current Development Total Total Apt.Homes
- -------- ------- ----------- ----- ------- ----------- ----- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Houston, TX (1) 17 1 18 6,091 256 6,347 31.9%
Atlanta, GA 20 1 21 5,841 386 6,227 31.3%
Dallas, TX 9 -- 9 2,085 -- 2,085 10.5%
Memphis, TN (2) 5 -- 5 1,799 -- 1,799 9.0%
Austin, TX 4 1 5 953 256 1,209 6.1%
Nashville, TN 4 -- 4 1,166 -- 1,166 5.9%
San Antonio, TX 2 -- 2 544 -- 544 2.7%
Orlando, FL -- 2 2 -- 511 511 2.6%
----- ----- ----- ------ ----- ------ -----
61 5 66 18,479 1,409 19,888 100.0%
===== ===== ===== ====== ===== ====== =====
<FN>
(1) Includes a Current Community comprising 318 apartment homes in which Gables
has a 25% general partner interest.
(2) Includes a Current Community comprising 345 apartment homes in which Gables
has a 25% general partner interest.
</FN>
</TABLE>
CURRENT COMMUNITIES. Gables developed 37 Current Communities (consisting of
10,353 apartment homes), and acquired 24 Current Communities (consisting of
8,126 apartment homes). All but one (Rivercrest) of the Current Communities are
managed and operated by the Company. The Current Communities typically are two
and three story garden apartments, townhomes and higher-density apartments. As
of December 31, 1997, the Current Communities had an average scheduled monthly
rental rate per apartment home of approximately $812 and, with the exception of
one Community in the final lease-up phase, had a physical occupancy rate of 95%.
The average age of the Current Communities is approximately 7.5 years.
Most of the Communities offer many attractive features designed to enhance their
market appeal, such as vaulted ceilings, fireplaces, dishwashers, disposals,
washer/dryer connections, ice-makers, patios and decks. Recreational facilities
include swimming pools, fitness facilities, playgrounds, picnic areas and tennis
and racquetball courts. In many Communities, Gables makes amenities and services
available to residents, such as aerobic classes, resident social events, dry
cleaning pick up and delivery, and the use of fax, computer and copy equipment.
In-depth market research, including periodic focus groups with residents and
feedback from on-site management personnel, is used to refine and enhance
management services and community design.
<PAGE>
Page-11
DEVELOPMENT COMMUNITIES. The Development Communities have been designed to
generally resemble the Current Communities developed by Gables and to offer
similar amenities. The Development Communities and the recently completed
Current Communities reflect Gables' continuing research of consumer preferences
for upscale multifamily rental housing and incorporate and emphasize garage
parking, increased privacy, high quality interiors and private telephone and
television systems.
UNDEVELOPED SITES. At December 31, 1997, Gables owned seven Undeveloped Sites
and intends to develop multifamily communities at those sites in the future:
Metropolitan Estimated Number
Undeveloped Sites Area of Apartment Homes
- ----------------- ---- ------------------
Gables Metropolitan I Atlanta, GA 365
Gables Metropolitan II Atlanta, GA 355
Gables at the Galleria Dallas, TX 222
Gables State Thomas Dallas, TX 202
Gables Green Oaks II Dallas, TX 250
Gables Quail Ridge II Memphis, TN 148
Gables Colonnade II San Antonio, TX 250
-----
1,792
=====
DEVELOPMENT RIGHTS. As of March 16, 1998, Gables had nine Development Rights
which are located in four cities:
Metropolitan Estimated Number
Development Right Area of Apartment Homes
- ----------------- ---- ------------------
Gables Plaza Atlanta, GA 200
Gables Sugarloaf II Atlanta, GA 690 (1)
Gables at First Street Austin, TX 400
Gables Meyer Park II Houston, TX 200
Gables New Territory II Houston, TX 240
Gables White Oak Houston, TX 183
Gables at Little Lake Bryan II Orlando, FL 246 (1)
Gables at Little Lake Bryan III Orlando, FL 230 (1)
Gables at Little Lake Bryan IV Orlando, FL 207 (1)
-----
2,596
=====
(1) Gables has these land parcels under options with various termination dates.
There can be no assurance of when or if Gables will exercise the Development
Rights.
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 contained in the tables above under the
captions "Undeveloped Sites" and "Development Rights" are forward-looking
statements. These forward-looking statements involve risks and uncertainties and
actual results may differ materially from those projected in the forward-looking
statements. Risks associated with Gables' development, construction and land
acquisition activities, which could impact the forward-looking statements made,
include: development and acquisition opportunities may be abandoned;
construction costs of a community may exceed original estimates, possibly making
the community uneconomical; and construction may not be completed on schedule,
resulting in increased debt service and construction costs. Development of the
Undeveloped Sites and the Development Rights is subject to permits and other
governmental approvals, as well as ongoing business review by Gables. There can
be no assurance that Gables will decide or be able to develop the Undeveloped
Sites, to complete development of all or any of the communities subject to the
Development Rights, or to complete the number of apartment homes shown above.
<PAGE>
Page-12
DEVELOPMENT COMMUNITIES AS OF DECEMBER 31, 1997
Certain information regarding Gables' Development Communities at December 31,
1997 is presented below.
<TABLE>
<CAPTION>
Number of Total Average Actual or Estimated Quarter of
Apartment Budgeted Apartment Percent at December 31, 1997 Construction Initial Construction Stabilized
Community Homes Cost Home Size Complete Leased Occupied Start Occupancy End Occupancy
- --------- ----- ---- --------- -------- ------ -------- ----- --------- --- ---------
(millions) (sq. ft.)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ATLANTA, GA
Gables at Sugarloaf 386 $28.7 1,099 35% --- --- 2 Q 1997 2 Q 1998 1 Q 1999 2 Q 1999
AUSTIN, TX
Gables Bluffstone 256 20.5 984 87% 5% 2% 1 Q 1997 4 Q 1997 2 Q 1998 4 Q 1998
HOUSTON, TX
Gables New Territory 256 15.2 913 27% --- --- 3 Q 1997 2 Q 1998 4 Q 1998 2 Q 1999
ORLANDO, FL
The Commons at
Little Lake Bryan I 280 21.7 1,034 54% 100% --- 2 Q 1997 1 Q 1998 3 Q 1998 3 Q 1998
Gables Celebration 231 23.4 1,128 17% --- --- 3 Q 1997 2 Q 1998 4 Q 1998 4 Q 1998
------ ------ -----
TOTALS 1,409 $109.5 1,036
====== ====== =====
<FN>
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 Gables' 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.
Total Budgeted Cost includes all capitalized costs incurred and projected to be
incurred to develop the respective community presented in accordance with
generally accepted accounting principles, including land acquisition costs,
construction costs, real estate taxes, interest and loan fees, permits,
professional fees, allocated development overhead, and other regulatory fees.
Stabilized occupancy is defined as the earlier to occur of (i) 93% physical
occupancy or (ii) one year after completion of construction.
</FN>
</TABLE>
<PAGE>
Page-13
<TABLE>
<CAPTION>
CURRENT COMMUNITY FEATURES AS OF DECEMBER 31, 1997
Number of Approximate Year Average Scheduled Rent
Apartment Rentable Total Constructed/ Year Unit Size Occupancy @ 12/31/97 Per
Community Name (1) Homes Sq. Ft. (2) Acreage Renovated Acquired (Sq. Ft.) 12/31/97 Unit Sq. Ft.
- ------------------ ----- ----------- ------- --------- -------- --------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HOUSTON, TX
Baybrook Village ............... 776 620,428 26.4 1981 1990 800 99% $ 562 $ 0.70
Gables Bradford Place .......... 372 320,322 13.3 1991 -- 861 95% 717 0.83
Gables Bradford Pointe ......... 360 276,417 13.5 1990 -- 768 96% 629 0.82
Gables Champions ............... 404 367,588 29.7 1995 1997 910 96% 774 0.85
Gables CityPlaza ............... 246 217,374 7.5 1995 -- 884 98% 848 0.96
Gables Cityscape ............... 252 214,824 6.8 1991 -- 852 93% 895 1.05
Gables CityWalk/Waterford Square 317 255,823 8.7 1990/85 --/1992 807 94% 893 1.11
Gables Edgewater ............... 292 257,339 12.2 1990 -- 881 93% 816 0.93
Gables Meyer Park .............. 345 297,054 11.0 1993 -- 861 95% 852 0.99
Gables of First Colony ......... 324 321,848 13.3 1996 1997 993 94% 919 0.93
Gables Piney Point ............. 246 227,880 7.5 1994 -- 926 97% 907 0.98
Gables Pin Oak Green ........... 582 593,478 14.4 1990 1996 1,020 93% 944 0.93
Gables Pin Oak Park ............ 477 486,308 11.9 1992 1996 1,020 95% 975 0.96
Gables River Oaks .............. 228 277,908 5.7 1993 1996 1,219 98% 1,332 1.09
Metropolitan Uptown (3) ........ 318 290,141 8.9 1995 -- 912 94% 986 1.08
Rivercrest ..................... 140 118,020 5.1 1982 1987 843 99% 710 0.84
Westhollow Park ................ 412 370,640 18.3 1978-79 1990 900 92% 591 0.66
------- -------- ------ ---- ---- ----- -----
Totals/ Weighted Averages .... 6,091 5,513,392 214.2 905 95% $ 819 $0.90
======= ========= ====== ==== ==== ===== =====
ATLANTA, GA
Briarcliff Gables .............. 104 128,976 5.2 1995 -- 1,240 96% 1,081 0.87
Buckhead Gables ................ 162 122,548 3.5 1994 (4) 1994 756 99% 783 1.04
Dunwoody Gables ................ 311 290,396 10.4 1995 -- 934 98% 797 0.85
Gables Cinnamon Ridge .......... 200 192,016 14.5 1980 1994 960 96% 637 0.66
Gables Cityscape ............... 192 159,360 5.5 1989 1994 830 95% 805 0.97
Gables Mill .................... 438 406,676 36.1 1988 1997 928 95% 787 0.85
Gables Northcliff .............. 82 127,990 12.7 1978 1997 1,561 100% 1,097 0.70
Gables Over Peachtree .......... 263 239,814(5) 1.4 1996 (4) 1995 912 94% 1,009 1.11
Gables Vinings ................. 315 336,735 15.2 1997 -- 1,069 97% 939 0.88
Gables Walk .................... 310 367,226 19.7 1996-97 1997 1,185 89% 974 0.82
Gables Wood Arbor .............. 140 127,540 9.9 1987 -- 911 98% 683 0.75
Gables Wood Crossing ........... 268 257,012 22.3 1985-86 -- 959 97% 735 0.77
Gables Wood Glen ............... 380 377,340 23.8 1983 -- 993 94% 653 0.66
Gables Wood Knoll .............. 312 311,064 19.6 1984 -- 997 92% 679 0.68
Lakes at Indian Creek .......... 603 552,384 49.8 1969-72 1993 916 94% 563 0.61
Rock Springs Estates ........... 295 298,302 28.7 1945-92 1997 1,011 96% 871 0.86
Roswell Gables I ............... 384 417,288 28.3 1995 -- 1,087 95% 793 0.73
Roswell Gables II .............. 284 334,268 28.3 1997 -- 1,177 93% 831 0.71
Spalding Gables ................ 252 249,333 11.2 1995 -- 989 99% 839 0.85
Wildwood Gables ................ 546 619,710 37.9 1992-93 (4) 1991 1,135 95% 822 0.72
------ --------- ------ ------- ---- ----- -----
Totals/ Weighted Averages .... 5,841 5,915,978 384.0 1,013 95% $ 790 $0.78
====== ========= ====== ======= ==== ===== =====
DALLAS, TX
Arborstone ..................... 536 383,360 24.5 1985 1993 715 96% 480 0.67
Gables at Pearl Street ......... 108 117,688 3.6 1995 -- 1,090 96% 1,390 1.28
Gables CityPlace ............... 232 244,056 7.1 1995 1997 1,052 99% 1,324 1.26
Gables Green Oaks I ............ 300 286,740 12.8 1996 -- 956 95% 822 0.86
Gables Mirabella ............... 126 114,902 1.4 1996 1997 912 97% 1,190 1.30
Gables Preston ................. 126 138,107 10.6 1995 -- 1,096 93% 1,030 0.94
Gables Spring Park ............. 188 198,178 12.3 1996 -- 1,054 97% 939 0.89
Gables Turtle Creek ............ 150 150,930 3.1 1995 1996 1,006 95% 1,165 1.16
Gables Valley Ranch ............ 319 325,534 14.8 1994 -- 1,020 97% 927 0.91
----- --------- ----- ------ ---- ----- -----
Totals/ Weighted Averages .... 2,085 1,959,495 90.2 940 96% $ 906 $0.96
===== ========= ===== ====== ==== ===== =====
<PAGE>
Page-14
CURRENT COMMUNITY FEATURES AS OF DECEMBER 31, 1997
<CAPTION>
Number of Approximate Year Average Scheduled Rent
Apartment Rentable Total Constructed/ Year Unit Size Occupancy @ 12/31/97 Per
Community Name (1) Homes Sq. Ft.(2) Acreage Renovated Acquired (Sq. Ft.) 12/31/97 Unit Sq. Ft.
- ------------------ ----- ------- ------- --------- ------------------ -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MEMPHIS, TN
Arbors of Harbortown (3) ....... 345 341,258 15.0 1991 -- 989 96% 841 0.85
Gables Cordova ................. 464 434,461 32.2 1986 -- 936 98% 661 0.71
Gables Germantown .............. 252 293,012 30.5 1997 -- 1,163 98% 906 0.78
Gables Quail Ridge ............. 238 283,848 20.3 1997 -- 1,193 94% 794 0.67
Gables Stonebridge ............. 500 439,646 34.0 1993-96 1996 879 95% 634 0.72
----- --------- ------ ------ ---- ----- -----
Totals/ Weighted Averages .... 1,799 1,792,225 132.0 996 96% $ 740 $0.74
===== ========= ====== ====== ==== ===== =====
NASHVILLE, TN
Brentwood Gables .......... 254 287,594 14.5 1996 -- 1,132 96% 977 0.86
Gables Hendersonville ..... 364 342,982 21.0 1991 -- 942 97% 650 0.69
Gables Hickory Hollow I ... 272 247,322 19.0 1988 -- 909 93% 618 0.68
Gables Hickory Hollow II .. 276 259,704 18.0 1987 -- 941 93% 618 0.66
----- --------- ------ ------ ---- ----- -----
Totals/ Weighted Averages 1,166 1,137,602 72.5 976 95% $ 684 $0.70
===== ========= ====== ====== ==== ===== =====
AUSTIN, TX
Gables Central Park ....... 273 257,043 6.9 1997 -- 942 -- (6) 1,087 1.15
Gables Great Hills ........ 276 228,930 23.7 1993 -- 829 92% 793 0.96
Gables Park Mesa .......... 148 161,540 24.3 1992 1997 1,091 90% 1,092 1.00
Gables Town Lake .......... 256 239,264 12.0 1996 -- 935 94% 1,083 1.16
----- ------- ----- ------ ---- ------ -----
Totals/ Weighted Averages 953 886,777 66.9 931 93% $1,001 $1.08
===== ======= ===== ====== ==== ====== =====
SAN ANTONIO, TX
Gables Colonnade I ........ 312 284,196 12.0 1995 -- 911 95% 785 0.86
Gables Wall Street ........ 232 220,180 16.2 1996 -- 949 94% 799 0.84
----- ------- ----- ------ ---- ------ -----
Totals/ Weighted Averages 544 504,376 28.2 927 94% $ 791 $ 0.85
===== ======= ===== ====== ==== ====== =====
GRAND TOTALS/WEIGHTED AVERAGES 18,479 17,709,845 988 958 95% $ 812 $ 0.85
====== ========== ===== ====== ==== ====== =====
<FN>
(1) Except as noted in footnote (3) hereof, Gables holds fee simple title to
each of the Communities.
(2) In the Atlanta and Tennessee markets, rentable area is measured including
any patio or balcony. In the Texas markets, rentable area is measured using
only the heated area. In the Florida market, rentable area is measured
using only the air conditioned area.
(3) Gables holds an indirect 25% general partner interest in these communities.
(4) Year renovated; these communities were originally constructed as follows:
Buckhead Gables: 1964; Gables Over Peachtree: 1969-1970; and Wildwood
Gables: 1972.
(5) This rentable area is exclusive of approximately 18,000 square feet of
rentable commercial space.
(6) This Community is in the lease-up stage and as of December 31, 1997 it was
85% occupied.
</FN>
</TABLE>
<PAGE>
Page-15
<TABLE>
<CAPTION>
DEBT SUMMARY AS OF DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
Projected
Projected Annual
Principal Principal Interest Scheduled Principal Payments
Interest Maturity Balance Amortization Payment at Maturity There-
Property Collateral Rate Date (1) 12/31/97 (2) 1998 1998 1998 1999 2000 2001 2002 after
- ------------------- ---- -------- ------------ ---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SECURED CONVENTIONAL FIXED RATE
Gables Cityscape ............. 7.13% 02/10/04 $9,099 $124 $ 635 $-- $-- $ -- $-- $-- $ 8,191
Gables Citywalk/Waterford Sq . 7.13% 02/10/04 11,528 156 805 -- -- -- -- -- 10,377
Gables Stonebridge ........... 7.50% 05/01/03 19,419 265 1,425 -- -- -- -- -- 17,746
NWML Properties (3) .......... 8.77% 12/01/09 52,385 670 4,501 -- -- -- -- -- 38,940
Gables Northcliff ............ 8.16% 12/01/20 3,704 58 295 -- -- -- -- -- --
------- ----- ----- ---- ---- ---- ---- ---- -------
SUBTOTAL 96,135 1,273 7,661 0 0 0 0 0 75,254
------- ----- ----- ---- ---- ---- ---- ---- -------
UNSECURED CONVENTIONAL FIXED RATE
Unsecured term loan .......... 6.15%(4) 11/22/01 40,000 -- 2,460 -- -- -- 40,000 -- --
Unsecured TIAA Note 1 ........ 8.30% 12/31/02 86,346 621 7,083 -- -- -- -- 82,392 --
Unsecured TIAA Note 2 ........ 8.62% 12/31/07 29,681 200 2,529 -- -- -- -- -- 26,398
Unsecured other............... 6.10% 10/01/16 2,499 80 152 -- -- -- -- -- --
------- ----- ------ ---- ---- ---- ------ ------ ------
SUBTOTAL 158,526 901 12,224 0 0 0 40,000 82,392 26,398
------- ----- ------ ---- ---- ---- ------ ------ ------
TAX-EXEMPT FIXED RATE
Providian Properties (5) ..... 6.38% 08/01/04 48,365 538 (6) 3,083 -- -- -- -- -- 48,365
Lakes at Indian Creek ........ 7.03%(7) 01/31/25 11,785 155 802 -- -- -- -- -- --
------- ----- ------ ---- ---- ---- ---- ---- ------
SUBTOTAL 60,150 693 3,885 0 0 0 0 0 48,365
------- ----- ------ ---- ---- ---- ---- ---- ------
TAX-EXEMPT FLOATING RATE
Gables Wood Crossing ......... (8) 10/01/02(9) 11,650 -- 437 -- -- -- -- 11,650 --
Gables Wood Arbor ............ (8) 10/01/02(9) 7,130 -- 267 -- -- -- -- 7,130 --
Gables Hickory Hollow I ..... (8) 10/01/02(9) 12,750 -- 503 -- -- -- -- 12,750 --
Gables Hickory Hollow II ..... (8) 10/01/02(9) 13,400 -- 478 -- -- -- -- 13,400 --
------- ---- ----- ---- ---- ----- ----- ------ ------
SUBTOTAL 44,930 0 1,685 0 0 0 0 44,930 0
------- ---- ----- ---- ---- ----- ----- ------ ------
CREDIT FACILITIES
$175 million unsecured ... LIBOR+0.80% 03/22/00(10) 60,000 -- Varies(11) -- -- 60,000 -- -- --
$20 million unsecured ... LIBOR+0.80% 10/09/98(12) 15,621 -- Varies(11) 15,621 -- -- -- -- --
------ ---- ------- ------ ---- ------ ---- ----- ------
SUBTOTAL 75,621 0 Varies(11) 15,621 0 60,000 0 0 0
------ ---- ------- ------ ---- ------ ---- ----- ------
TOTAL INDEBTEDNESS (13) $ 435,362 $ 2,867 $25,455 $15,621 0 $60,000 $40,000 $127,322 $150,017
========= ======= ======= ======= ==== ======= ======= ======== ========
</TABLE>
<PAGE>
Page-16
NOTES TO DEBT SUMMARY AS OF DECEMBER 31, 1997
- ---------------------------------------------
(1) All of the mortgages can be prepaid at any time without penalty or premium,
except for the unsecured TIAA Notes and the mortgages encumbering the
Providian Properties, Lakes at Indian Creek, Gables Cityscape, Gables
CityWalk/Waterford Square and Gables Stonebridge.
(2) All of the debt is recourse to Gables in whole or in part except for the
mortgages encumbering Gables Cityscape, Gables CityWalk/Waterford Square,
Gables Stonebridge and Gables Northcliff.
(3) The NWML Properties (Wildwood Gables, Gables Valley Ranch and Gables Piney
Point) together secure the $53 million mortgage loan from Northwestern
Mutual Life Insurance Co.
(4) This $40 million term loan currently bears interest at LIBOR plus 0.80%.
This financing is effectively fixed at 6.15% after application of $40
million of the $44.53 million interest rate swap and cap agreements
described elsewhere herein.
(5) The Providian Properties together secure the $48.4 million mortgage loan
from Providian Corporation and are comprised of three properties induced
for tax-exempt bond financing (Gables Wood Glen, Gables Wood Knoll and
Gables Cordova) and three additional properties (Gables Bradford Pointe,
Gables Hendersonville and Rivercrest).
(6) Principal amortization payments are retained in an escrow account and are
not applied to reduce the outstanding principal balance of the loan.
Interest earned on the escrow account accrues to Gables' benefit.
(7) The interest rate does not include credit enhancement fees of 0.60% per
annum, which fees were prepaid in January, 1995 for a period of ten years.
In addition, certain of the bond documents require the payment of certain
other customary fees ranging up to approximately 0.25% per annum.
(8) These bonds bear interest at a variable rate of interest, adjusted weekly
based upon a negotiated rate. The payment schedules reflect a 3.75% rate
which represents Gables' budgeted rate for 1998. The average rate
experienced for 1997 and 1996 were 3.7% and 3.5%, respectively. The
interest rates do not include the payment of credit enhancement fees which
are currently 0.95% per annum. In addition, certain of the bond documents
require the payment of certain other customary fees ranging up to
approximately 0.25% per annum.
(9) The maturity date noted represents the date on which the credit enhancement
facility for the bonds expires. Such facility may be extended pursuant to
Gables' unlimited one-year extension options. The stated maturity date for
the loans range from December, 2007 to August, 2024.
(10) Gables has two remaining one-year extension options.
(11) Debt service will be variable based on the principal balance which will be
outstanding.
(12) Gables has unlimited one-year extension options.
(13) Excludes $16.4 million of tax-exempt bonds and $17.9 million of
conventional indebtedness related to joint ventures in which Gables has an
indirect 25% general partner interest.
Joint Venture Indebtedness
- --------------------------
The Arbors of Harbortown apartment community secures a $16.4 million tax-exempt
bond obligation, which is recourse to Gables up to $1.0 million (this amount is
fully cash-collateralized and is held by the Arbors of Harbortown JV), bears
interest at a variable low-floater rate, has a maturity date of April, 2013, and
is payable in monthly installments of interest only. The credit enhancement for
the bond obligation expires in May, 2001. The Metropolitan Uptown apartment
community secures a conventional fixed-rate loan with $17.9 million outstanding
at December 31, 1997, 25% of which has been guaranteed by Gables. The loan has a
maturity date of December 31, 2002, and bears interest at a rate of 7.18%.
<PAGE>
Page-17
ITEM 3. LEGAL PROCEEDINGS
Neither Gables nor any of the Communities is presently subject to any material
litigation or, to Gables' knowledge, is any litigation threatened against Gables
or any of the Communities, other than routine actions for negligence or other
claims and administrative proceedings arising in the ordinary course of
business, some of which are expected to be covered by liability insurance and
all of which collectively are not expected to have a material adverse effect on
the business or financial condition of Gables.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES
The Company's Common Shares began trading on the NYSE on January 19, 1994, under
the symbol "GBP." The following table sets forth the high and low sales prices
per share of the Common Shares for the periods indicated, as reported by the
NYSE, as well as the Company's quarterly per share dividends to shareholders for
the period indicated.
Dividend
Quarter Ended High Low Declared
- ------------- ---- --- --------
March 31, 1996 $25.6250 $ 22.3750 $0.48
June 30, 1996 24.6250 22.5000 0.48
September 30, 1996 24.7500 22.7500 0.49
December 31, 1996 29.0000 23.7500 0.49
March 31, 1997 28.7500 25.1250 0.49
June 30, 1997 26.6250 23.6250 0.49
September 30, 1997 27.5625 25.1250 0.50
December 31, 1997 28.2500 25.5625 0.50
March 31, 1998 (through March 20, 1998) 28.0000 25.9375 0.50
The Company has determined that, for Federal income tax purposes, approximately
76.5% of the distributions for each of the four quarters of 1997 represented
ordinary dividend income to its shareholders and the remaining 23.5% represented
return of capital to its shareholders.
Distributions are declared at the discretion of the Board of Trustees and will
depend on actual funds from operations of the Company, its financial condition,
capital requirements, the annual distribution requirements under the REIT
provisions of the Code and such other factors as the Board of Trustees may deem
relevant. The Board of Trustees may modify the Company's distribution policy
from time to time.
Certain of the Company's loan agreements contain customary representations,
covenants and events of default, including covenants which restrict the ability
of the Operating Partnership to make distributions in excess of stated amounts,
which in turn restricts the discretion of the Company to declare and pay
dividends. In general, during any fiscal year the Operating Partnership may only
distribute up to 95% of the Operating Partnership's consolidated income
available for distribution (as defined in the related agreement) exclusive of
distributions of capital gains for such year. The applicable loan agreements
contain exceptions to these limitations to allow the Operating Partnership to
make any distributions necessary to allow the Company to maintain its status as
a REIT. The Company does not anticipate that this provision will adversely
effect the ability of the Operating Partnership to make distributions or the
Company to declare dividends, as currently anticipated.
<PAGE>
Page-18
On March 20, 1998 there were 323 holders of record of the Company's 22,072,205
outstanding Common Shares. This does not include beneficial owners for whom Cede
& Co. or others act as nominee.
The Company has implemented a dividend reinvestment plan under which holders of
Common Shares may elect automatically to reinvest distributions in additional
Common Shares at a 2% discount to the then current market price of Common Shares
and may purchase additional Common Shares for cash (up to $20,000 per quarter)
at 100% of the then current market price.
On August 21, 1997, the Operating Partnership issued 94,869 Units (valued at
approximately $2,545,000 at the time of issuance) in connection with the
acquisition of an apartment community comprising 82 apartment homes. Such Units
were issued in reliance on an exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder.
On October 17, 1997, the Operating Partnership issued 453,272 Units (valued at
approximately $12,180,000 at the time of issuance) in connection with the
acquisition of an apartment community comprising 295 apartment homes. Such Units
were issued in reliance on an exemption from registration under Section 4(2) of
the Securities Act and the rules and regulation promulgated thereunder.
Under the terms of the Operating Partnership's agreement of limited partnership,
the Operating Partnership is obligated to redeem each Unit at the request of the
holder thereof for cash equal to the fair market value of a Common Share at the
time of such redemption, provided that the Company at its option may elect to
acquire any such Unit presented for redemption for one Common Share or cash.
ITEM 6. SELECTED FINANCIAL AND OPERATING INFORMATION
The following table sets forth selected financial and operating information on a
historical basis for the Company and on a combined historical and pro forma
basis for the Company's predecessors as applicable. The following information
should be read in conjunction with all of the financial statements and notes
thereto included elsewhere herein. The consolidated operating information of the
Company for the years ended December 31, 1997, 1996 and 1995 have been derived
from the financial statements audited by Arthur Andersen LLP, independent public
accountants, whose report with respect thereto is included elsewhere herein. The
consolidated operating information of the Group for the period from January 26,
1994 to December 31, 1994 and the combined operating information of the Group
for the period form January 1, 1994 to January 25, 1994 and for the year ended
December 31, 1993 has been derived from audited combined financial statements of
the Group not included in such report.
The unaudited selected pro forma financial operating information is presented as
if (i) the Initial Offering and Formation Transactions occurred as of the
beginning of the period presented and (ii) the Company qualified as a REIT,
distributed all of its taxable income and, therefore, incurred no income tax
expense during the period. The pro forma financial information is not
necessarily indicative of what the actual financial position and results of
operations of the Company would have been as of the date or for the period
indicated, nor does it purport to represent the Company's future financial
position and results of operations.
<PAGE>
Page-19
<TABLE>
<CAPTION>
SELECTED FINANCIAL AND OPERATING INFORMATION
Gables Residential Trust and its Predecessors
---------------------------------------------
Historical Pro Forma Historical
1997 1996 1995 1994 (1) 1994 (2) 1993
---- ---- ---- -------- -------- ----
(Unaudited)
(in thousands, except property and per share information)
<S> <C> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
Rental revenues ...................................... $132,371 $104,543 $72,703 $57,291 $57,201 $41,330
Other property revenues .............................. 6,322 4,928 3,268 2,228 2,225 1,462
----- ----- ----- ----- ----- -----
Total property revenues ......................... 138,693 109,471 75,971 59,519 59,426 42,792
Other revenues ....................................... 4,745 6,710 5,789 7,350 7,396 8,373
----- ----- ----- ----- ----- -----
Total revenues .................................. 143,438 116,181 81,760 66,869 66,822 51,165
------- ------- ------ ------ ------ ------
Property operating and maintenance expenses
(exclusive of items shown separately below) ........ 47,592 38,693 28,228 22,868 22,847 18,295
Depreciation and amortization ........................ 25,194 18,892 12,669 9,974 9,906 7,635
Property management expenses (owned and third party) . 5,696 5,617 5,348 5,603 5,774 6,175
General and administrative expenses .................. 3,248 3,045 2,869 1,779 1,742 1,078
Interest and credit enhancement fees ................. 25,313 21,688 13,798 9,584 10,084 12,844
Amortization of deferred financing costs ............. 992 1,348 932 1,057 1,127 1,132
Loss on treasury lock extension ......................(3) 1,178 0 0 0 0 0
------- ------- ------- ------- ------ ------
Total expenses .................................. 109,213 89,283 63,844 50,865 51,480 47,159
------- ------- ------- ------- ------ ------
Equity in income of joint ventures ................... 320 280 64 270 270 251
Interest income ...................................... 371 363 389 268 268 263
------- ------- ------- ------- ------ ------
Income before gain on sale of real estate assets ..... 34,916 27,541 18,369 16,542 15,880 4,520
Gain on sale of real estate assets ................... 5,349 0 0 0 0 0
------- ------- ------- ------- ------ ------
Income before minority interest and extraordinary loss 40,265 27,541 18,369 16,542 15,880 4,520
Minority interest .................................... (5,611) (4,640) (4,029) (3,904) (3,768) 0
------- ------- ------- ------- ------ ------
Income before extraordinary loss, net ................ 34,654 22,901 14,340 12,638 12,112 4,520
Extraordinary loss, net of minority interest ......... (602) (520) (784) (148) (148) 0
------- ------- ------- ------- ------ ------
Net income ........................................... 34,052 22,381 13,556 12,490 11,964 4,520
Dividends to preferred shareholders .................. (4,163) 0 0 0 0 0
------- ------- ------- ------- ------ ------
Net income available to common shareholders .......... $29,889 $22,381 $13,556 $12,490 $11,964 $4,520
======= ======= ======= ======= ======= ======
Weighted average shares outstanding - basic .......... 19,788 16,788 11,436 10,236 10,243
Weighted average shares outstanding - diluted ........ 19,938 16,877 11,452 10,253 10,260
PER COMMON SHARE INFORMATION:
Income before extraordinary loss, net - basic ........ $ 1.54 $ 1.36 $ 1.25 $ 1.23 $ 1.19
Net income - basic ................................... 1.51 1.33 1.19 1.22 1.18
Income before extraordinary loss, net - diluted ...... 1.53 1.35 1.25 1.23 1.19
Net income - diluted ................................. 1.50 1.32 1.18 1.22 1.18
Dividends paid .......................................(4) 2.47 1.93 1.83 N/A 1.225
Dividends declared ...................................(4) 1.98 1.94 1.86 N/A 1.675
OTHER INFORMATION:
Cash flows provided by operating activities .......... $69,519 $51,629 $29,088 $28,868 $28,868 $13,407
Cash flows used in investing activities .............. (228,969) (213,596) (148,234) (150,534) (150,534) (67,043)
Cash flows provided by financing activities .......... 158,244 157,823 123,619 114,245 114,245 54,054
Funds from operations ................................(5) 56,866 46,238 30,927 26,313 25,561 11,749
Gross operating margin ...............................(6) 65.7% 64.7% 62.8% 61.6% 61.6% 57.3%
Completed communities at year-end .................. 61 48 38 29 29 24
Apartment homes in completed communities at year-end 18,479 15,244 11,946 9,785 9,785 8,666
Average monthly revenue per apartment home ........(7) $ 755 $ 700 $ 620 $ 574 $ 574 $ 560
Balance Sheet Information:
Real estate, before accumulated depreciation ......(8) 1,056,228 $784,600 $591,233 $437,782 $437,782 $290,903
Total assets ......................................(8) 981,167 759,660 562,827 416,847 416,847 277,420
Total debt ........................................ 435,362 390,321 286,259 229,305 229,305 261,294
Shareholders' equity and minority/predecessor's
interest ..................................... 513,497 334,637 248,010 161,594 161,594 1,236
Funds From Operations Reconciliation:
Net income available to common shareholders ....... $29,889 $22,381 $13,556 $12,490 $11,964 $4,520
Extraordinary loss, net of minority interest ......(9) 602 520 832 148 148 0
Minority interest ................................. 5,611 4,640 4,029 3,904 3,768 0
Gain on sale of real estate assets ................ (5,349) 0 0 0 0 0
Loss on treasury lock extension ...................(3) 1,178 0 0 0 0 0
Real estate depreciation ..........................(9) 24,935 18,697 12,510 9,771 9,681 7,229
------ ------ ------ ----- ----- -----
Funds from operations .................................. $56,866 $46,238 $30,927 $26,313 $25,561 $11,749
======= ======= ======= ======= ======= =======
</TABLE>
<PAGE>
Page-20
NOTES TO SELECTED FINANCIAL AND OPERATING INFORMATION
(In Thousands, except Property and Per Share Information)
(1) The pro forma information reflects adjustments to the historical
information of the Company's predecessors from January 1, 1994 to January
25, 1994 related to the Initial Offering and Formation Transactions
principally for the acquisition of certain properties and additional
expenses associated with reporting as a public company, reduction of
interest expense due to debt repayment and increased depreciation.
(2) The historical information for the year ended December 31, 1994 represents
the combined historical information of the Company's predecessors from
January 1, 1994 to January 25, 1994 and the consolidated historical
information of the Company from January 26, 1994 to December 31, 1994. The
weighted average number of shares outstanding and the per share information
pertains only to the period from January 26, 1994 to December 31, 1994.
(3) Gables extended its $75 million forward seven-year treasury lock agreement
in December, 1997. The loss recognized for GAAP purposes in connection with
such extension is added back for FFO purposes as Gables intends to account
for such amount for FFO purposes as a finance cost which will be amortized
over the life of the debt transaction for which the treasury lock is
intended to hedge.
(4) The Company's dividends paid and declared include the Company's first
quarterly dividend of $0.325 per share for the period January 26, 1994 to
March 31, 1994. These dividends were the equivalent of a $1.80 per share
dividend for the year.
(5) Gables considers 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 acquisitions and other capital expenditures. Gables believes that in
order to facilitate a clear understanding of its operating results, FFO
should be examined in conjunction with net income as presented in the
financial statements and data included elsewhere in this report. Gables
computes FFO in accordance with standards established by the National
Association of Real Estate Investment Trusts ("NAREIT"). FFO as defined by
NAREIT represents net income (loss) determined in accordance with GAAP,
excluding gains or losses from sales of assets or debt restructuring, plus
certain non-cash items, primarily real estate depreciation, 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, Gables' FFO is comparable to the FFO of
real estate companies that use the NAREIT definition. FFO should not be
considered as an alternative to net income as an indicator of Gables'
operating performance or as an alternative to cash flows as measures of
liquidity. FFO does not measure whether cash flow is sufficient to fund all
of Gables' cash needs including principal amortization, capital
expenditures, and distributions to shareholders and 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 Gables'
cash needs and cash flows.
(6) Gross operating margin represents (i) total property revenues less property
operating and maintenance expenses (exclusive of depreciation expense) as a
percentage of (ii) total property revenues.
(7) Average monthly revenue per apartment home is equal to the average monthly
rental revenue collected during the period, divided by the average monthly
number of apartment homes occupied during the period.
(8) In an UPREIT structure, the value attributed to Units issued to
controlling, continuing investors is not reflected because such accounting
is not allowed under GAAP. On a pro forma basis, the real estate assets
before accumulated depreciation and total assets as of December 31, 1997
would be $1,168,722 and $1,093,661, respectively, if such value (exclusive
of the effect of depreciation) was reflected.
(9) Reflects extraordinary loss and real estate depreciation for both
wholly-owned communities and joint ventures, as applicable.
<PAGE>
Page-21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
------------------------------------------------
OVERVIEW
- --------
Gables is a self-administered and self-managed real estate investment trust (a
"REIT") focused within the multifamily industry in the Sunbelt region of the
United States. Gables' operating performance relies predominantly on net
operating income from its apartment communities. Gables' net operating income is
influenced by operating expenses and rental revenues, which are affected by the
supply and demand dynamics within Gables' markets. Gables' performance is also
affected by the general availability and cost of capital and by its ability to
develop and to acquire additional apartment communities with returns in excess
of its blended cost of equity and debt capital.
Gables' objective is to increase shareowner value by being a dominant owner and
operator of Class A multifamily communities in the Sunbelt Region. To achieve
its objective, Gables employs a number of strategies including operating high
quality, well-located assets in a diverse set of select Sunbelt markets which
have similar demographic characteristics such as diverse economies with
projected job growth. Gables' primary target customer is the more affluent
renter-by-choice, which requires a focus on customer service through highly
trained associates and the maintenance of Gables' assets to a high standard.
Gables intends to grow cash flow from operating communities through innovative,
proactive property management that focuses on resident satisfaction and
retention, increases in rents and occupancy levels, and the control of operating
expenses through improved economies of scale. Due to the cyclical nature of the
real estate markets, Gables has adopted an investment strategy based on strong
local presence and expertise which will allow for growth in assets through both
acquisition and development as warranted by underlying market fundamentals, and
that will provide for both favorable initial returns and long-term growth
prospects. Gables believes the successful execution of these operating and
investment strategies will result in consistent high quality growth in operating
cash flow.
Gables believes that it is well positioned to achieve its objective as a result
of its long-established presence as a fully integrated real estate management,
development, construction and acquisition company in each of Gables' core
markets for the past fifteen years. Gables believes that this long-term, local
market presence gives it a competitive advantage with regard to its ability to
generate increased cash flow from property operations during different economic
cycles and to new investment opportunities that involve site selection, market
information and requests for entitlements and zoning petitions. The core markets
are geographically independent, rely on diverse economic foundations and have
experienced job growth substantially above national averages. Gables recently
entered the Orlando market which has the common growth characteristics of the
core markets.
Portfolio wide occupancy levels have remained high and portfolio wide rental
rates have continued to increase during each of the last several years. Gables
expects 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. In certain situations, management's evaluation of the growth
prospects for a specific asset may result in a determination to dispose of the
asset. In this event, management would intend to sell the asset and utilize the
net proceeds from any such sale to invest in new assets which are expected to
have better growth prospects or to reduce indebtedness. Gables maintains
staffing levels sufficient to meet the existing construction, acquisition, and
leasing activities. If market conditions warrant, management would anticipate
adjusting staffing levels to mitigate a negative impact on results of
operations.
The following discussion and analysis of the financial condition and results of
operations should be read in conjunction with the accompanying consolidated and
combined financial statements and the notes thereto.
This Report on Form 10-K 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
the risk factors set forth in the relevant paragraphs of "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this report.
<PAGE>
Page-22
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
FORMATION OF GABLES AND INITIAL PUBLIC OFFERING
- -----------------------------------------------
Gables Residential Trust was formed in 1993 under Maryland law to continue and
to expand the multifamily apartment community management, development,
construction, and acquisition operations of its privately owned predecessor
organization. The term "Company" or "Gables" as used herein means Gables
Residential Trust and its subsidiaries on a consolidated basis (including Gables
Realty Limited Partnership and its subsidiaries), or, where the context so
requires, Gables Residential Trust only, and, as the context may require, their
predecessors. At the completion of the Company's initial public offering on
January 26, 1994 (the "IPO"), Gables sold 9,430,000 Common Shares (including
1,230,000 shares as a result of the exercise of an over-allotment option by the
underwriters) at a price to the public of $22.50 per share. The net proceeds to
Gables from such sale totaled approximately $190 million, the majority of which
were used to reduce indebtedness and to purchase minority interests in certain
property partnerships.
SECONDARY OFFERINGS AND ISSUANCES OF OPERATING PARTNERSHIP UNITS
- ----------------------------------------------------------------
SECONDARY COMMON SHARE OFFERINGS
- --------------------------------
Since the IPO, the Company has had the following Common Share offerings:
Number of Net
Closing Date Shares Issued Proceeds
------------ ------------- --------
October 7, 1994 444,500 $9,876
======= ======
October 31, 1995 4,600,000 $94,364
========= =======
March 25, 1996 879,068 $20,630
September 17, 1996 1,725,000 38,600
September 27, 1996 1,435,000 34,254
--------- -------
1996 Totals 4,039,068 $93,484
========= =======
September 16, 1997 737,040 $18,698
December 1, 1997 1,700,000 43,819
--------- -------
1997 Totals 2,437,040 $62,517
========= =======
The net proceeds from these offerings were generally used (i) to reduce
outstanding indebtedness under interim financing vehicles utilized to fund
Gables' development and acquisition activities and (ii) for general working
capital purposesincluding funding of future development and acquisition
activities.
PREFERRED SHARE OFFERING
- ------------------------
On July 24, 1997, Gables issued 4,600,000 shares of 8.30% Series A Cumulative
Redeemable Preferred Shares (liquidation preference $25.00 per share) (the
"Series A Preferred Shares"). The net proceeds from this offering of
approximately $111 million were used to reduce outstanding indebtedness under
the interim financing vehicles discussed above.
ISSUANCES OF OPERATING PARTNERSHIP UNITS
- ----------------------------------------
On December 5, 1995, Gables acquired a parcel of land for the development of an
apartment community, financed in part through the issuance of 111,074 minority
units of limited partnership interest in the Operating Partnership ("Units"). On
July 26, 1996, Gables acquired an apartment community comprising 500 apartment
homes, financed in part through the issuance of 243,787 Units. On August 21,
1997, Gables acquired an apartment community comprising 82 apartment homes,
financed in part through the issuance of 94,869 Units. On October 17, 1997,
Gables acquired an apartment community comprising 295 apartment homes, financed
in part through the issuance of 453,272 Units.
<PAGE>
Page-23
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
COMPARISON OF OPERATING RESULTS OF GABLES FOR THE YEAR ENDED DECEMBER 31, 1997
(THE "1997 PERIOD") TO THE YEAR ENDED DECEMBER 31, 1996 (THE "1996 PERIOD").
Gables' net income is generated primarily from the operation of its apartment
communities. For purposes of evaluating comparative operating performance,
Gables categorizes its operating communities based on the period in which each
community reaches stabilized occupancy. A community is considered by Gables to
have achieved stabilized occupancy on the earlier to occur of (i) attainment of
93% physical occupancy or (ii) one year after completion of construction. The
operating performance for all of Gables' apartment communities combined for the
years ended December 31, 1997 and 1996 is summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
----------- ----------- ----------- --------------
$ %
1997 1996 Change Change
----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Rental and other revenue:
Same store communities (1) $73,973 $71,983 $1,990 2.8%
Communities stabilized during the 1997 Period, but not during the 1996 20,848 19,220 1,628 8.5%
Period (2)
Development and lease-up communities (3) 13,103 3,920 9,183 234.3%
Acquired communities (4) 30,591 11,009 19,582 177.9%
Sold communities (5) 178 3,339 -3,161 -94.7%
-------- ------- -------- -------
Total property revenues $138,693 $109,471 $29,222 26.7%
-------- ------- -------- -------
Property operating and maintenance expense (exclusive of depreciation and
amortization):
Same store communities (1) $26,434 $25,637 $797 3.1%
Communities stabilized during the 1997 Period, but not during the 1996 6,360 6,223 137 2.2%
Period (2)
Development and lease-up communities (3) 4,703 1,476 3,227 218.6%
Acquired communities (4) 9,980 3,887 6,093 156.8%
Sold communities (5) 115 1,470 -1,355 -92.2%
-------- ------- ------ -------
Total specified expenses $47,592 $38,693 $8,899 23.0%
-------- ------- ------ -------
Revenues in excess of specified expenses $91,101 $70,778 $20,323 28.7%
======== ======= ======= =======
Revenues in excess of specified expenses as a percentage of total 65.7% 64.7% --- 1.0%
property revenues ======== ======= ======= =======
<FN>
(1) Communities which were owned and fully stabilized throughout both the 1997
Period and 1996 Period.
(2) Communities which were completed and fully stabilized during all of the
1997 Period, but were not completed and fully stabilized during all of the
1996 Period.
(3) Communities in the development/lease-up phase which were not fully
stabilized during all or any of the 1997 Period.
(4) Communities which were acquired subsequent to January 1, 1996.
(5) Communities which were sold subsequent to January 1, 1996.
</FN>
</TABLE>
<PAGE>
Page-24
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Total property revenues increased $29,222, or 26.7%, from $109,471 to $138,693
due primarily to increases in the number of apartment homes resulting from the
development and acquisition of additional communities and to increases in rental
rates on communities stabilized throughout both periods ("same store"). Below is
additional information regarding the increases in total property revenues for
three of the five community categories presented in the preceding table:
<TABLE>
Same store communities:
<CAPTION>
Percent
Increase Increase
(Decrease) (Decrease) Increase
Number of in Total in Total Occupancy (Decrease)
Number of Apartment Percent Property Property During the in
Market Properties Homes of Total Revenues Revenues 1997 Period Occupancy
------ ---------- ----- -------- -------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Houston 10 3,512 37% $1,125 4.3% 94.3% -0.8%
Atlanta 11 3,159 33% 597 2.4% 94.7% 0.1%
Dallas 4 1,089 12% 245 2.8% 94.0% 0.0%
Nashville 3 912 10% -7 -0.1% 95.9% 0.0%
Memphis 1 464 5% 44 1.4% 94.5% 0.0%
Austin 1 276 3% -14 -0.6% 92.3% 0.7%
-- ----- --- ------ --- ---- ---
30 9,412 100% $1,990 2.8% 94.5% -0.2%
== ===== === ====== === ==== ===
</TABLE>
Communities stabilized during the 1997 Period but not during the 1996 Period:
Increase
(Decrease)
Number of in Total Occupancy
Number of Apartment Percent Property During the
Market Properties Homes of Total Revenues 1997 Period
- ------ ---------- ----- -------- -------- -----------
Atlanta 2 695 32% $-45 95.0%
San Antonio 2 544 25% 497 92.9%
Austin 1 256 12% 327 95.6%
Nashville 1 254 12% 338 96.1%
Houston 1 246 11% 205 95.0%
Dallas 1 188 8% 306 93.4%
- ----- --- ------ ----
8 2,183 100% $1,628 94.6%
= ===== === ====== ====
Development and lease-up communities:
Increase
Number of in Total Occupancy
Number of Apartment Percent Property During the
Market Properties Homes of Total Revenues 1997 Period
------ ---------- ----- -------- -------- -----------
Atlanta 3 862 40% $2,985 55.5%
Austin 2 529 24% 1,586 42.0%
Memphis 2 490 22% 3,185 84.6%
Dallas 1 300 14% 1,427 87.4%
- ----- --- ------ ----
8 2,181 100% $9,183 64.3%
= ===== === ====== ====
<PAGE>
Page-25
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Other revenues decreased $1,965, or 29.3%, from $6,710 to $4,745 due to (i) $900
of non-recurring net revenues generated from certain corporate apartment home
leases entered into in connection with the 1996 Olympic games held in Atlanta,
(ii) $557 of interest earned on an investment Gables made in an apartment
community on October 1, 1996 via a mortgage note receivable (in January, 1997,
Gables acquired the apartment community from the borrower and the mortgage note
receivable was repaid in full), and (iii) a decrease in property management
revenues of $839, or 21.7%, from $3,871 to $3,032 resulting from a net decrease
of properties managed by Gables for third parties primarily due to these
properties being sold by the owners. Such decreases were offset in part by an
increase in revenues in the 1997 Period related to the provision of certain
ancillary services.
Property operating and maintenance expense (exclusive of depreciation and
amortization) increased $8,899, or 23.0%, from $38,693 to $47,592 due to an
increase in apartment homes resulting from the development and acquisition of
additional communities and an increase in property operating and maintenance
expense for same store communities of 3.1%. The same store increase in operating
expenses represents inflationary increases in expenses and increased marketing
and redecorating expenses in certain of Gables' markets. Such same store
increases have been offset in part by certain decreases in landscape and
utilities costs. Gables anticipates that property operating and maintenance
expense for same store communities will generally increase at a rate slightly
ahead of inflation for the coming twelve months.
Depreciation and amortization expense increased $6,302, or 33.4%, from $18,892
to $25,194 due primarily to the completion of newly developed communities and
acquisition of other communities.
Property management expense for owned communities and third party properties on
a combined basis increased $79, or 1.4%, from $5,617 to $5,696 due primarily to
inflationary increases in expenses, offset in part by certain non-recurring
expense savings in the 1997 Period. Gables allocates property management
expenses to both owned communities and third/related party properties based on
the proportionate share of total apartment homes and units managed.
General and administrative expense increased $203, or 6.7%, from $3,045 to
$3,248 due primarily to increases in certain costs associated with increases in
Gables' size and inflationary increases in expenses.
Interest expense increased $3,692, or 17.5%, from $21,112 to $24,804 due to an
increase in operating debt associated with newly developed or acquired
communities in addition to communities currently in the lease-up phase. These
increases in interest expense have been offset in part as a result of the
offerings the Company has consummated between periods, the proceeds of which
have been primarily used to reduce indebtedness.
Loss on treasury lock extension of $1,178 in the 1997 Period represents the
amount Gables would have paid in December, 1997 to settle its $75 million
forward seven-year treasury lock agreement had it not been extended. Generally
accepted accounting principles ("GAAP") requires that such amount be recorded as
an expense upon extension and that the market rate in effect on the date of
extension be used as the "locked-in rate" for purposes of recording interest
expense over the life of the debt instrument the treasury lock was originally
intended to hedge.
Gain on sale of real estate assets of $5,349 in the 1997 Period represents the
gain generated in connection with (i) the January, 1997 sale of Club Candlewood,
a community comprised of 486 apartment homes and (ii) the July, 1997 sale of 2
acres of Gables' 12-acre Gables Colonnade Phase II land parcel.
Extraordinary loss, net in the 1997 Period represents (i) the write-off of
unamortized deferred financing costs and prepaid credit enhancement fees
associated with the defeasance of the tax-exempt bond financing encumbering the
Club Candlewood property that was sold in January, 1997 and (ii) the write-off
of unamortized deferred financing costs associated with the February 28, 1997
retirement of a conventional mortgage note payable that was scheduled to mature
on September 1, 1997. The extraordinary loss totaling $712 is presented net of
the $110 portion of the loss attributable to the minority interest unitholders
in the Operating Partnership.
Net income available to common shareholders increased $7,508, or 33.5%, from
$22,381 to $29,889 primarily due to the reasons discussed above.
<PAGE>
Page-26
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
COMPARISON OF OPERATING RESULTS OF GABLES FOR THE YEAR ENDED DECEMBER 31, 1996
(THE "1996 PERIOD") TO THE YEAR ENDED DECEMBER 31, 1995 (THE "1995 PERIOD").
Gables' net income is generated primarily from the operation of its apartment
communities. For purposes of evaluating comparative operating performance,
Gables categorizes its operating communities based on the period in which each
community reaches stabilized occupancy. A community is considered by Gables to
have achieved stabilized occupancy on the earlier to occur of (i) attainment of
93% physical occupancy or (ii) one year after completion of construction. The
operating performance for all of Gables' apartment communities combined for the
years ended December 31, 1996 and 1995 is summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
---------- --------- ----------- ----------
$ %
1996 1995 Change Change
---------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Rental and other revenue:
Fully stabilized communities (1) $68,610 $66,755 $1,855 2.8%
Communities stabilized during the 1996 Period, but not during the 1995 6,495 2,626 3,869 147.3%
Period (2)
Development and lease-up communities (3) 23,141 5,699 17,442 306.1%
Acquired communities (4) 11,007 0 11,007 --
Sold community (5) 218 891 -673 -75.5%
--------- --------- ------- -------
Total property revenues $109,471 $75,971 $33,500 44.1%
--------- --------- -------- -------
Property operating and maintenance expense (exclusive of depreciation and
amortization):
Fully stabilized communities (1) $25,088 $25,108 $-20 - 0.1%
Communities stabilized during the 1996 Period, but not during the 1995 1,966 869 1,097 126.2%
Period (2)
Development and lease-up communities (3) 7,624 1,815 5,809 320.1%
Acquired communities (4) 3,887 0 3,887 --
Sold community (5) 128 436 -308 -70.6%
--------- --------- --------- -------
Total specified expenses $38,693 $28,228 $10,465 37.1%
--------- --------- --------- -------
Revenues in excess of specified expenses $70,778 $47,743 $23,035 48.2%
========= ========= ========= =======
Revenues in excess of specified expenses as a percentage of total property
revenues 64.7% 62.8% -- 1.9%
========= ========= ========= =======
<FN>
(1) Communities which were owned and fully stabilized throughout both the 1996
Period and 1995 Period.
(2) Communities which were completed and fully stabilized during all of the
1996 Period, but were not completed and fully stabilized during all of the
1995 Period.
(3) Communities in the development and/or lease-up phase which were not fully
stabilized during all or any of the 1996 Period.
(4) Communities which were acquired subsequent to January 1, 1995.
(5) Community which was sold subsequent to January 1, 1995.
</FN>
</TABLE>
<PAGE>
Page-27
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Total property revenues increased $33,500, or 44.1%, from $75,971 to $109,471
due primarily to increases in the number of apartment homes resulting from the
development and acquisition of additional communities and to increases in rental
rates on communities stabilized throughout both periods ("same store"). Below is
additional information regarding the increases in total property revenues for
three of the five community categories presented in the preceding table:
Fully stabilized communities ("same store"):
Percent
Increase Increase
Number (Decrease) (Decrease) Occupancy
of in Total in Total During the Increase
Apartment Percent Property Property 1996 (Decrease)in
Market Homes of Total Revenues Revenues Period Occupancy
- ------ ----- -------- -------- -------- ------ ---------
Houston 3,512 38% $444 1.7% 95.2% 0.6%
Atlanta 3,289 35% 1,040 4.4% 94.3% -0.3%
Nashville 912 10% 198 3.1% 95.9% 0.1%
Dallas 855 9% 107 1.9% 92.9% -1.3%
Memphis 464 5% 106 3.4% 94.6% 0.6%
Austin 276 3% -40 -1.7% 91.6% -1.2%
------ ------ ----- ------ ----- -----
9,308 100% $1,855 2.8% 94.6% 0.0%
====== ====== ===== ====== ===== =====
Communities stabilized during the 1996 Period but not during the 1995 Period:
Increase
Number of in Total Occupancy
Apartment Percent Property During the
Market Homes of Total Revenues 1996 Period
- ------ ----- -------- -------- -----------
Atlanta 356 60% $2,218 96.0%
Dallas 234 40% 1,651 94.9%
--- ---- ----- -----
590 100% $3,869 95.5%
=== ==== ===== =====
Development and lease-up communities:
Increase
Number of In Total Occupancy
Apartment Percent Property During the
Market Homes of Total Revenues 1996 Period
- ------ ----- -------- -------- -----------
Atlanta 958 30% $5,364 82.8%
San Antonio 544 17% 2,904 84.7%
Memphis 490 15% 759 22.6%
Dallas 488 15% 2,405 54.1%
Austin 256 8% 2,615 89.5%
Nashville 254 8% 2,092 83.0%
Houston 246 7% 1,303 89.9%
----- ----- ------- -----
3,236 100% $17,442 79.4%
===== ===== ======= =====
Other revenues increased $921, or 15.9%, from $5,789 to $6,710 due to (i) $900
of non-recurring net revenues generated from certain corporate apartment home
leases entered into in connection with the 1996 Olympic games held in Atlanta
and (ii) $557 of interest earned on an investment Gables made in an apartment
community on October 1, 1996 via a mortgage note receivable. In January, 1997,
Gables acquired the apartment community from the borrower, and the mortgage note
receivable was repaid in full. Such increases in other revenues were offset in
part by a decrease in property management revenues of $418, or 9.8%, from $4,289
to $3,871 due primarily to a net decrease of properties managed by Gables for
third parties primarily as a result of these properties being sold by the
owners.
<PAGE>
Page-28
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Property operating and maintenance expense (exclusive of depreciation and
amortization) increased $10,465, or 37.1%, from $28,228 to $38,693 due to an
increase in apartment homes resulting from the development and acquisition of
additional communities partially offset by a decrease in property operating and
maintenance expense for same store communities of 0.1%. The same store decrease
in operating expenses represents reduced health and workers compensation
expenses, offset by inflationary increases in expenses. Gables anticipates that
property operating and maintenance expense for same store communities will
generally increase at a rate slightly ahead of inflation.
Depreciation and amortization expense increased $6,223, or 49.1%, from $12,669
to $18,892 due primarily to the completion of newly developed communities and
acquisition of other communities.
Property management expense for owned communities and third party properties on
a combined basis increased $269, or 5.0%, from $5,348 to $5,617 due primarily to
increased data processing costs. Gables allocates property management expenses
to both owned communities and third/related party properties based on the
proportionate share of total apartment homes and units managed.
General and administrative expense increased $176, or 6.1%, from $2,869 to
$3,045 due to increased personnel and administrative costs associated primarily
with the appointment of the new Chief Operating Officer and Vice President of
Portfolio Management positions effective January 1, 1996, offset in part by
certain non-recurring costs incurred during the 1995 Period that were not
incurred during the 1996 Period.
Interest expense increased $8,024, or 61.3%, from $13,088 to $21,112 due to an
increase in operating debt associated with newly developed or acquired
communities in addition to communities currently in the lease-up phase.
Additionally, interest costs increased due to the refinancing of certain
variable rate debt to a higher fixed rate cost structure. These increases in
interest expense have been offset in part as a result of the offerings the
Company has consummated between periods, the proceeds of which have been
primarily used to reduce indebtedness.
Extraordinary loss, net of $520 for the year ended December 31, 1996 represents
the write-off of unamortized deferred financing costs totaling $631 associated
with the early retirement of the Gables' Original Credit Facility, net of the
$111 portion of the loss attributable to the minority interest unitholders. The
Original Credit Facility that was scheduled to mature in January, 1997, was
refinanced in March, 1996 with a new $175 million unsecured revolving credit
facility (the "New Credit Facility").
Net income increased $8,825, or 65.1%, from $13,556 to $22,381 primarily due to
the reasons discussed above.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Gables' net cash provided by operating activities increased from $51,629 for the
year ended December 31, 1996 to $69,519 for the year ended December 31, 1997,
due to (i) an increase of $14,625 in income before certain non-cash items
including depreciation, amortization, equity in income of joint ventures,
minority interest of unitholders in Operating Partnership, gain on sale of real
estate assets, long-term compensation expense, loss on treasury lock extension
and net extraordinary losses and (ii) the change in restricted cash between
periods of $6,982. Such increases were offset in part by (i) the change in other
assets between periods of $773 and (ii) the change in other liabilities between
periods of $2,944.
Gables' net cash used in investing activities increased from $213,596 for the
year ended December 31, 1996 to $228,969 for the year ended December 31, 1997,
due primarily to increased development and acquisition activities in 1997 when
compared to 1996, offset in part by increased net proceeds from the sale of real
estate assets in 1997 when compared to 1996. During the year ended December 31,
1997, Gables expended approximately $93.6 million related to development
expenditures, including related land acquisitions; approximately $137.9 million
for the acquisition of existing apartment communities; approximately $4.9
million related to capital expenditures for operating apartment communities; and
approximately $5.2 million related to renovation expenditures.
Gables' net cash provided by financing activities increased from $157,823 for
the year ended December 31, 1996 to $158,244 for the year ended December 31,
1997. During the year ended December 31, 1997, Gables had net borrowings of
$45.0 million which were used in conjunction with $173.5 million of proceeds
from the common and preferred share offerings primarily to fund Gables'
development and acquisition activities discussed previously. These proceeds from
financing activities were offset in part by the payment of dividends and
distributions totaling approximately $62.4 million.
<PAGE>
Page-29
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Gables elected to be taxed as a REIT under Section 856 through 860 of the
Internal Revenue Code of 1986, as amended, commencing with its taxable year
ended December 31, 1994. REITs are subject to a number of organizational and
operational requirements, including a requirement that they currently distribute
95% of their ordinary taxable income. Provided Gables maintains its
qualification as a REIT, the Company generally will not be subject to Federal
income tax on distributed net income.
As of December 31, 1997, Gables had total indebtedness of $435,362, cash and
cash equivalents of $3,179 and principal escrow deposits reflected in restricted
cash of $1,902. Gables' indebtedness includes $96,135 in conventional fixed-rate
mortgage notes payable secured by individual properties, $118,526 in
conventional fixed-rate unsecured notes payable, a $40,000 unsecured term loan,
$105,080 in tax-exempt bond indebtedness and $75,621 in borrowings outstanding
under its Credit Facilities. Gables' indebtedness has an average of 6.6 years to
maturity at December 31, 1997. Excluding monthly principal amortization
payments, over the next five years Gables has the following scheduled debt
maturities for indebtedness outstanding at December 31, 1997:
1998 $15,621
1999 0
2000 60,000
2001 40,000
2002 127,322
The debt maturities in 1998 of $15,621 relate to outstanding indebtedness under
the $20 Million Credit Facility which has unlimited one-year extension options.
The debt maturities in 2000 of $60,000 relate to outstanding indebtedness under
the $175 Million Credit Facility which has two remaining one-year extension
options. The debt maturities in 2002 include $44,930 of tax-exempt bond
indebtedness credit-enhanced through a letter of credit facility which has
unlimited one-year extension options.
Gables' dividends through the fourth quarter of 1997 have been paid from cash
provided by operating activities. Gables anticipates that dividends will
continue to be paid on a quarterly basis from cash provided by operating
activities.
In March, 1998, Gables closed a $100.0 million offering of the Operating
Partnership's senior unsecured notes and used the net proceeds of approximately
$98.8 million to reduce borrowings under its Credit Facilities. The notes will
bear interest at 6.80% and will mature in March, 2005.
Gables has met and expects to continue to meet its short-term liquidity
requirements generally through net cash provided by operations. Gables' net cash
provided by operations has been adequate and Gables believes 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 the communities, in addition to monthly
principal amortization payments, are also expected to be funded from net cash
provided by operations. Gables anticipates construction and development
activities and land purchases will be initially funded primarily through
borrowings under its Credit Facilities described below.
Gables expects to meet certain of its 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 and the issuance of debt securities or
additional equity securities or through the disposition of assets which, in
management's evaluation, may no longer meet Gables' investment requirements.
$175 MILLION CREDIT FACILITY
- ----------------------------
In conjunction with the IPO, Gables closed a $175 million three-year revolving
credit facility (the "Original Credit Facility") which had an initial maturity
of January, 1997. In March, 1996, Gables closed a new $175 million unsecured
revolving credit facility (the "New Credit Facility" or "$175 Million Credit
Facility") that replaced the Original Credit Facility. Although the New Credit
Facility is unsecured, there were certain designated real estate assets that had
escrowed mortgages that were released promptly after the attainment of implied
senior unsecured debt ratings of BBB from Standard and Poor's and Baa2 from
Moody's Investors Service (the "Credit Ratings"). The New Credit Facility has an
initial term of three years and three one-year extension options. Gables has
exercised the first of its one-year extension options resulting in a maturity
date for the facility of March, 2000.
<PAGE>
Page-30
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
Borrowings bore interest at LIBOR plus 1.50% (reduced from 1.65% in November,
1996) through April, 1997. In April, 1997, Gables' borrowing costs under the
facility were reduced to LIBOR plus 1.10% in connection with the attainment of
the Credit Ratings. In August, 1997, Gables' borrowing costs were renegotiated
and were reduced to LIBOR plus 0.80%. Additionally, a competitive bid option was
added for up to 50% of the $175 million commitment.
Gables' availability under the facility is limited to the lesser of the total
$175 million commitment or the borrowing base. The borrowing base available
under the facility is currently based on the value of Gables' unencumbered real
estate assets as compared to the amount of Gables' unsecured indebtedness. As of
December 31, 1997, Gables had $60 million in borrowings outstanding under the
facility and, therefore, had $115 million of remaining capacity on the $175
million available commitment.
$20 MILLION CREDIT FACILITY
- ---------------------------
In November, 1996, Gables closed an unsecured revolving credit facility that
currently provides for up to $20 million in borrowings. This facility has an
initial term of one year and has unlimited one-year extension options. Gables
has exercised the first of its one-year extension options resulting in a
maturity date for the facility of October, 1998. Borrowings bore interest under
this facility at LIBOR plus 1.50% through April, 1997. In April, 1997, Gables'
borrowing costs were reduced to LIBOR plus 1.10% in connection with the
attainment of the Credit Ratings. In August, 1997, Gables' borrowing costs were
renegotiated and were reduced to LIBOR plus 0.80%. As of December 31, 1997,
Gables had approximately $15.6 million in borrowings outstanding under this
facility.
RESTRICTIVE COVENANTS
- ---------------------
Certain of Gables' debt agreements contain customary representations, covenants
and events of default, including covenants which restrict the ability of the
Operating Partnership to make distributions in excess of stated amounts, which
in turn restricts the discretion of the Company to declare and pay dividends. In
general, during any fiscal year the Operating Partnership may only distribute up
to 95% of the Operating Partnership's 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 the Operating Partnership to make any
distributions necessary to allow the Company to maintain its status as a REIT.
Gables does not anticipate that this provision will adversely effect the ability
of the Operating Partnership to make distributions or the Company to declare
dividends, as currently anticipated.
<PAGE>
Page-31
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
PORTFOLIO INDEBTEDNESS SUMMARY AND INTEREST RATE PROTECTION AGREEMENT SUMMARY
A summary of Gables' portfolio indebtedness and interest rate protection
agreements as of December 31, 1997 follows:
PORTFOLIO INDEBTEDNESS SUMMARY
<TABLE>
<CAPTION>
Percentage Interest Total Years to
Type of Indebtedness Balance of Total Rate (1) Rate (2) Maturity
- -------------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Secured conventional fixed-rate $96,135 22.1% 8.14% 8.14% 9.84
Unsecured conventional fixed-rate (3) 158,526 36.4% 7.78% 7.78% 5.94
Tax-exempt fixed-rate 60,150 13.8% 6.50% 6.62% 10.67
-------- ------- ------ ------- ------
Total fixed-rate $314,811 72.3% 7.65% 7.67% 8.03
-------- ------- ------ ------- ------
Tax-exempt variable-rate $44,930 10.3% 4.20% 5.15% 4.67
-------- ------- ------ ------- ------
Unsecured credit facilities $75,621 17.4% 6.62% 6.62% 1.94
-------- ------- ------ ------- ------
Total portfolio debt (4), (5) $435,362 100.0% 7.11% 7.23% 6.63
======== ======= ====== ======= ======
<FN>
(1) Interest Rate represents the weighted average interest rate incurred on the
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) Unsecured conventional fixed-rate debt includes $40,000 of financing which
bears interest at LIBOR plus a spread of 0.80%. Such financing is
effectively fixed at an all-in rate of 6.15% after the application of
$40,000 of the $44,530 interest rate cap and swap agreements described
below.
(4) Interest associated with construction activities is capitalized as a cost
of development and does not impact current earnings. The qualifying
construction expenditures at December 31, 1997 for purposes of interest
capitalization were $74,225.
(5) Excludes $16.4 million of tax-exempt bonds and $17.9 million of outstanding
conventional indebtedness related to joint ventures in which Gables owns a
25% interest.
</FN>
</TABLE>
INTEREST RATE PROTECTION AGREEMENT SUMMARY
<TABLE>
<CAPTION>
Notional Strike/Swap/ Effective Termination
Description of Agreement Amount Lock Price Date Date
- ------------------------ ------ ---------- ---- ----
<S> <C> <C> <C> <C>
LIBOR, 30-day - "Rate Cap" $44,530 6.25% (6) 01/27/94 01/30/99
LIBOR, 30-day - "Rate Swap" $44,530 5.35% (6) 08/30/96 08/30/99 (7)
LIBOR, 30-day - "Rate Swap" $25,000 5.76% (6) 02/27/98 02/27/00 (8)
Treasury, 7-year - "Treasury Lock" $75,000 6.18% 09/22/97 05/28/98
Treasury, 7-year - "Treasury Lock" $25,000 5.88% 12/17/97 05/28/98
<FN>
(6) The 30-day LIBOR rate in effect at December 31, 1997 was 6.0%.
(7) This is a knock-out swap agreement which fixes Gables' underlying 30-day
LIBOR rate at 5.35%. The swap terminates upon the earlier to occur of (i)
the termination date or (ii) a rate reset date on which the 30-day LIBOR
rate is 6.26% or higher.
(8) This is a knock-out swap agreement which fixes Gables' underlying 30-day
LIBOR rate at 5.76%. The swap terminates upon the earlier to occur of (i)
the termination date or (ii) a rate reset date on which the 30-day LIBOR
rate is 6.70% or higher.
</FN>
</TABLE>
<PAGE>
Page-32
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
BOOK VALUE OF ASSETS AND EQUITY
- -------------------------------
The application of historical cost accounting in accordance with GAAP for
Gables' UPREIT structure results in an understatement of total assets and equity
compared to the amounts that would be recorded via the application of purchase
accounting in accordance with GAAP had Gables not been organized as an UPREIT.
Management believes it is imperative to understand this difference when
evaluating the book value of assets and equity. The understatement of basis
related to this difference in organizational structure at December 31, 1997 is
$112,494, exclusive of the effect of depreciation. Accordingly, on a pro forma
basis, the real estate assets before accumulated depreciation, total assets and
total shareholders' equity plus minority interest of unitholders in the
Operating Partnership as of December 31, 1997 would be $1,168,722, $1,093,661,
and $625,991, respectively, if such $112,494 value was reflected.
INFLATION
- ---------
Substantially all of Gables' leases at the communities are for a term of one
year or less, which may enable Gables 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 on Form 10-K 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. 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 the control of Gables and may cause the actual results, performance or
achievements of Gables 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: Gables may fail to secure or abandon development opportunities;
construction costs of a community may exceed original estimates; construction
and lease-up may not be completed on schedule, resulting in increased debt
service expense and construction costs and reduced rental revenues; occupancy
rates and market rents may be adversely affected by local economic and market
conditions which are beyond management's control; financing may not be
available, or may not be available on favorable terms; Gables' cash flow may be
insufficient to meet required payments of principal and interest; and 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.
OTHER MATTERS
- -------------
Gables has assessed the impact of the year 2000 issue on its computer systems
and is in the process of remediating the affected hardware and software. The
year 2000 issue is the result of many computer programs recognizing a date
ending with "00" as the year 1900 rather than the year 2000, causing potential
system failures or miscalculations which could result in disruptions of normal
business operations. Gables' primary financial and operating systems are
supplied by third party suppliers and its hardware and software systems are
either currently year 2000 compliant or will be compliant well in advance of
January 1, 2000. Gables' costs of addressing the year 2000 issue are not
expected to be material and will relate primarily to costs of existing
information system personnel.
<PAGE>
Page-33
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Dollars in Thousands, Except Per Share Amounts)
- ------------------------------------------------
SUPPLEMENTAL DISCUSSION - Funds From Operations and Adjusted Funds From
Operations
Gables considers 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
acquisitions and other capital expenditures. Gables believes that in order to
facilitate a clear understanding of its operating results, FFO should be
examined in conjunction with net income as presented in the financial statements
and data included elsewhere in this report. Gables computes FFO in accordance
with standards established by the National Association of Real Estate Investment
Trusts ("NAREIT"). FFO as defined by NAREIT represents net income (loss)
determined in accordance with GAAP, excluding gains or losses from sales of
assets or debt restructuring, plus certain non-cash items, primarily real estate
depreciation, 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, Gables' FFO is comparable to the FFO of real
estate companies that use the NAREIT definition. Adjusted funds from operations
("AFFO") is defined as FFO less capital expenditures funded by operations. FFO
and AFFO should not be considered as alternatives to net income as indicators of
Gables' 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
Gables' cash needs including principal amortization, capital expenditures, and
distributions to shareholders and 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 Gables' cash needs and cash flows.
A reconciliation of funds from operations and adjusted funds from operations
follows:
Years ended December 31,
1997 1996
---- ----
Net income available to common shareholders $29,889 $22,381
Extraordinary loss, net of minority interest 602 520
Minority interest of unitholders in Operating Partnership 5,611 4,640
Loss on treasury lock extension (1) 1,178 0
Gain on sale of real estate assets (5,349) 0
Real estate asset depreciation:
Wholly-owned real estate assets 24,712 18,477
Joint venture real estate assets 223 220
------ ------
Total 24,935 18,697
------ ------
FUNDS FROM OPERATIONS $56,866 $46,238
======= =======
Capital expenditures for operating apartment communities:
Carpet 1,860 1,245
Roofing 139 297
Exterior painting 283 145
Appliances 204 179
Other additions and improvements 2,392 1,988
----- -----
Total 4,878 3,854
----- -----
ADJUSTED FUNDS FROM OPERATIONS $51,988 $42,384
======= =======
(1) Gables extended its $75 million forward seven-year treasury lock agreement
in December, 1997. The loss recognized for GAAP purposes in connection with
such extension is added back for FFO purposes as Gables intends to account
for such amount for FFO purposes as a finance cost which will be amortized
over the life of the debt transaction for which the treasury lock is
intended to hedge.
<PAGE>
Page-34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are listed under Item 14(a) and
filed as part of this report on the pages indicated.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Directors and Executive Officers of the
Registrant required by Item 10 shall be included in the Proxy Statement to be
filed relating to the 1998 Annual Meeting of the Registrant's Shareholders and
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning Executive Compensation required by Item 11 shall be
included in the Proxy Statement to be filed relating to the 1998 Annual Meeting
of the Registrant's Shareholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information concerning Security Ownership of Certain Beneficial Owners and
Management required by Item 12 shall be included in the Proxy Statement to be
filed relating to the 1998 Annual Meeting of the Registrant's Shareholders and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information concerning Certain Relationships and Related Transactions
required by Item 13 shall be included in the Proxy Statement to be filed
relating to the 1998 Annual Meeting of the Registrant's Shareholders and is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE AND REPORTS ON
FORM 8-K
14(A)(1)AND (2) FINANCIAL STATEMENTS AND SCHEDULE
The financial statements and schedule listed below are filed as part of this
annual report on the pages indicated.
Report of Independent Public Accountants 39
Consolidated Balance Sheets as of December 31, 1997 and
December 31, 1996 40
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995 41
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1997, 1996 and 1995 42
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 43
Notes to Consolidated Financial Statements 44
Schedule III - Real Estate Investments and Accumulated Depreciation
as of December 31, 1997 56
<PAGE>
Page-35
14(A)(3) EXHIBITS
Certain of the exhibits required by Item 601 of Regulation S-K have been filed
with previous reports by the Registrant and are incorporated herein by reference
to the filing indicated in the corresponding numbered footnote.
Exhibit No. Description
- ----------- -----------
3.1(i)(a) --- Amended and Restated Declaration of Trust of the Company(1)
3.1(ii)(a) --- Articles Supplementary to the Company's Amended and
Restated Declaration of Trust creating a series of preferred
shares of beneficial interest, par value $0.01 per share,
called the 8.30% Series A Cumulative Redeemable Preferred
Shares (2)
3.1(iii)(a)--- Second Amended and Restated Bylaws of the Company (3)
10.1 --- Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (4)
10.2 --- Registration Rights and Lock-Up Agreement by and among the
Company and the persons named therein (5)
10.3 --- Articles of Incorporation of East Apartment Management, Inc.
(5)
10.4 --- Bylaws of East Apartment Management, Inc. (5)
10.5 --- Articles of Incorporation of Central Apartment Management,
Inc.(5)
10.6 --- Bylaws of Central Apartment Management, Inc. (5)
10.7 --- Articles of Incorporation of Gables GP, Inc. (5)
10.8 --- Bylaws of Gables GP, Inc. (5)
10.9 --- Second Amended and Restated 1994 Share Option and Incentive
Plan, as amended (6)
10.10 --- Form of Employment Agreement as signed by the Company and
each of Marcus E. Bromley (Chairman of the Board of
Trustees and Chief Executive Officer; 1997 base salary
of $180,000), John T. Rippel(President and Chief
Operating Officer; 1997 base salary of $160,000), William
M. Hammond (Senior Vice President; 1997 base salary of
$152,000), C. Jordan Clark (Senior Vice President; 1997 base
salary of $152,000), and Marvin R. Banks, Jr. (Chief
Financial Officer; 1997 base salary of $152,000) (6)
10.11* --- Form of Employment Agreement as signed by the Company and
each of Marcus E. Bromley (Chairman of the Board of
Trustees and Chief Executive Officer; 1998 base salary
of $220,000), John T. Rippel (President and Chief Operating
Officer; 1998 base salary of $200,000), C. Jordan Clark
(Senior Vice President and Chief Investment Officer;
1998 base salary of $160,000), and Marvin R. Banks, Jr.
(Senior Vice President and Chief Financial Officer; 1998
base salary of $160,000)
10.12 --- Severance Agreement between the Company and Perry M.
Parrott, Jr., dated November 11, 1996 (6)
10.13* --- Severance Agreement between the Company and William M.
Hammond dated February 10, 1998
10.14 --- Form of Restricted Share Award Agreement as signed by the
Company and each of Marcus E. Bromley (with respect to
4,000 Unrestricted Shares and 8,000 Restricted Shares),
John T. Rippel (with respect to 3,300 Unrestricted Shares
and 6,600 Restricted Shares), William M. Hammond (with
respect to 1,700 Unrestricted Shares and 3,400
Restricted Shares), C. Jordan Clark (with respect
to 3,000 Unrestricted Shares and 6,000 Restricted Shares),
and Marvin R. Banks, Jr. (with respect to 3,000
Unrestricted Shares and 6,000 Restricted Shares) (7)
10.15* --- Form of Restricted Share Award Agreement as signed by
the Company and each of Marcus E. Bromley (with
respect to 1,200 Unrestricted Shares and 3,600 Restricted
Shares), John T. Rippel (with respect to 1,000 Unrestricted
Shares and 3,000 Restricted Shares), C.Jordan Clark (with
respect to 2,200 Unrestricted Shares and 6,600 Restricted
Shares), and Marvin R. Banks, Jr. (with respect to 1,000
Unrestricted Shares and 3,000 Restricted Shares)
10.16 --- Form of Indemnification Agreement as signed by the
Company and each of Marcus E. Bromley, John T. Rippel, C.
Jordan Clark, Marvin R. Banks, Jr., David M. Holland,
Lauralee E. Martin, John W. McIntyre and D.Raymond Riddle(5)
10.17 --- Interest rate protection agreement (notional amount
of $44,530,000) between the Operating Partnership and
NationsBank of North Carolina, N.A. dated January 25,
1994 (8)
10.18 --- Interest rate protection agreement (notional amount
of $44,530,000) between the Operating Partnership and
First Union National Bank of Georgia, dated August 21, 1996
(6)
10.19 --- Interest rate protection agreement (notional amount
of $25,000,000) between the Operating Partnership and
First Union National Bank of Georgia, dated as of May 23,
1997 (9)
<PAGE>
Page-36
Exhibit No. Description
- ----------- -----------
10.20 --- Forward Treasury Lock Agreement (notional amount of
$75,000,000)between the Operating Partnership and J.P.
Morgan Securities, Inc. dated as of September 22, 1997 (9)
10.21* --- Forward Treasury Lock Agreement (notional amount
of $75,000,000) between the Operating Partnership and
J.P. Morgan Securities, Inc. dated as of September 22,
1997 and amended on December 17, 1997
10.22* --- Forward Treasury Lock Agreement (notional amount
of $75,000,000) between the Operating Partnership and
J.P. Morgan Securities, Inc. dated as of September 22,
1997 and amended on February 11, 1998
10.23* --- Forward Treasury Lock Agreement (notional amount of
$25,000,000)between the Operating Partnership and J.P.
Morgan Securities, Inc. dated as of December 17, 1997
10.24* --- Forward Treasury Lock Agreement (notional amount
of $25,000,000) between the Operating Partnership and
J.P. Morgan Securities, Inc. dated as of December 17, 1997
and amended on February 11, 1998
10.25 --- Loan Application and Commitment Agreement between
Teachers Insurance and Annuity Association of America
("lender") and the Operating Partnership and Gables-Tennessee
Properties (the "Tennessee Partnership")(collectively, the
borrower) for a $130,689,000 loan (10)
10.26 --- Loan Agreement, Conversion and Note Agreement, Security Deed
Note and Deed of Trust Notes between Teachers Insurance
and Annuity Association of America ("lender") and the
Operating Partnership and the Tennessee Partnership
(collectively, the borrower) for a $130,689,000 loan,
dated December 29, 1995 (11)
10.27 --- First Amendment to Conversion and Note Agreement
effective December 30, 1996 between the Operating
Partnership, the Tennessee Partnership, the Company and
Teachers Insurance and Annuity Association of America (9)
10.28 --- Second Amendment to Conversion and Note Agreement
effective August 13, 1997 between the Operating
Partnership, the Tennessee Partnership, the Company and
Teachers Insurance and Annuity Association of America (9)
10.29 --- Unsecured Note No. 1 for $86,346,000 date August 13, 1997
between the Operating Partnership, the Tennessee
Partnership and Teachers Insurance and Annuity Association
of America (9)
10.30 --- Unsecured Note No. 2 for $29,681,000 dated August 13,
1997 between the Operating Partnership, the Tennessee
Partnership and Teachers Insurance and Annuity Association
of America (9)
10.31 --- $175,000,000 Credit Agreement dated as of March 28, 1996
among the Operating Partnership (as Borrower) and Wachovia
Bank of Georgia, N.A., First Union National Bank of Georgia,
Guaranty Federal Bank, AmSouth Bank of Alabama, and
Commerzbank AG, Atlanta Agency (collectively, as Lenders)
and Wachovia Bank of Georgia, N.A. (as Agent) (12)
10.32 --- Guaranty Agreement dated as of March 28, 1996 among Gables
GP, Inc., the Company and the Tennessee Partnership in favor
of the Agent,for the ratable benefit of the Lenders, under
the $175,000,000 Credit Agreement dated as of March 28, 1996
(12)
10.33 --- First Amendment to the $175,000,000 Credit Agreement dated
as of November 22, 1996 among the Operating Partnership and
the Lenders (6)
10.34 --- Second Amendment to the $175,000,000 Credit Amendment dated
as of March 18, 1997 among the Operating Partnership and the
Lenders (6)
10.35 --- $175,000,000 Amended and Restated Credit Agreement dated
as of August 5, 1997 among the Operating Partnership and the
Lenders (9)
10.36 --- $45,820,180 Letter of Credit Facility Reimbursement
Agreement dated as of October 1, 1997 among the Operating
Partnership (as Borrower), and Wachovia Bank, N.A., Guaranty
Federal Bank, F.S.B. and AmSouth Bank of Alabama (as
Lenders) and Wachovia Bank, N.A. (as Agent) (9)
10.37 --- $40,000,000 Term Loan Credit Agreement dated as of November
20, 1996 between the Operating Partnership (as Borrower) and
Wachovia Bank of Georgia, N.A. (as Agent and Lender) (6)
10.38 --- First Amendment to the $40,000,000 Term Loan Credit
Agreement dated as of August 5, 1997 between the Operating
Partnership and Wachovia Bank of Georgia, N.A. (9)
10.39 --- Promissory Note dated November 29, 1994 for a $53,000,000
mortgage loan from the Northwestern Mutual Life Insurance
Company to the Operating Partnership (8)
<PAGE>
Page-37
21.1 * --- Schedule of Subsidiaries of the Company
23.1 * --- Consent of Arthur Andersen LLP
27.1 * --- Financial Data Schedule for the fiscal year ended December
31, 1997
27.2 * --- Financial Data Schedule for the fiscal year ended December
31, 1996, the six months ended June 30, 1996 and the nine
months ended September 30, 1996
27.3 * --- Financial Data Schedule for the three months ended March 31,
1997, the six months ended June 30, 1997 and the nine months
ended September 30, 1997
---------------------
* Filed herewith
(1) The Company's Registration Statement on Form S-11 (File No. 33-70570), as
amended.
(2) The Company's Current Report on Form 8-K dated July 24, 1997.
(3) The Company's Registration Statement on Form 8-A/A-2.
(4) The Operating Partnership's Registration Statement on Form 10/A-1 (File No.
000-22683).
(5) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993.
(6) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
(7) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997.
(8) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
(9) The Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997.
(10) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.
(11) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(12) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
The registrant's proxy statement is to be filed with the Commission on or about
March 31, 1998.
14(B) REPORTS ON FORM 8-K
A Form 8-K dated November 24, 1997 was filed with the Commission with the
required financial information regarding the acquisition of certain apartment
communities.
A Form 8-K dated December 1, 1997 was filed with the Commission with the
underwriting agreement executed in connection with the Company's Common Share
offering that closed December 1, 1997.
14(C) EXHIBITS
See Item 14(a)(3) above.
<PAGE>
Page-38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Gables Residential Trust certifies that it has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GABLES RESIDENTIAL TRUST
By /s/ Marcus E. Bromley
------------------------------
Marcus E. Bromley, Chairman of
the Board of Trustees and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of Gables Residential
Trust and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Marcus E. Bromley Chairman of the Board of Trustees March 25, 1998
- ------------------------ and Chief Executive Officer
Marcus E. Bromley (Principal Executive Officer)
/s/ Marvin R. Banks, Jr. Chief Financial Officer (Principal Financial March 25, 1998
- ------------------------ Officer and Principal Accounting Officer)
Marvin R. Banks, Jr.
/s/ John T. Rippel President, Chief Operating Officer March 25, 1998
- ------------------------ and Trustee
John T. Rippel
/s/ David M. Holland Trustee March 25, 1998
- ------------------------
David M. Holland
/s/ Lauralee E. Martin Trustee March 25, 1998
- ------------------------
Lauralee E. Martin
/s/ John W. McIntyre Trustee March 25, 1998
- ------------------------
John W. McIntyre
/s/ D. Raymond Riddle Trustee March 25, 1998
- ------------------------
D. Raymond Riddle
</TABLE>
<PAGE>
Page-39
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Gables Residential Trust:
We have audited the accompanying consolidated balance sheets of Gables
Residential Trust and subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of operations, shareholders' equity and cash
flows for the years ended December 31, 1997, 1996 and 1995. These financial
statements and schedule are the responsibility of the management of Gables
Residential Trust. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Gables Residential
Trust and subsidiaries as of December 31, 1997 and 1996 and the results of their
operations and their cash flows for the years ended December 31, 1997, 1996 and
1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 6, 1998
<PAGE>
Page-40
GABLES RESIDENTIAL TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
December 31,
1997 1996
---- ----
<S> <C> <C>
ASSETS:
Real estate assets:
Land ............................................................. $ 150,894 $ 102,762
Buildings ........................................................ 770,305 558,569
Furniture, fixtures and equipment ................................ 60,015 45,830
Construction in progress ......................................... 53,240 74,690
Land held for future development ................................. 21,774 2,749
--------- --------
Real estate assets before accumulated depreciation ............ 1,056,228 784,600
Less: accumulated depreciation .................................. (98,236) (74,903)
--------- --------
Net real estate assets ......................................... 957,992 709,697
Cash and cash equivalents ........................................... 3,179 4,385
Restricted cash ..................................................... 4,498 8,430
Deferred charges, net of accumulated amortization of $2,735 and
$3,328 at December 31, 1997 and 1996, respectively .............. 4,194 5,412
Other assets, net ................................................... 11,304 31,736
--------- --------
Total assets ................................................... $ 981,167 $ 759,660
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Notes payable ....................................................... $ 435,362 $ 390,321
Accrued interest payable ............................................ 1,999 1,811
Common dividend payable ............................................. 0 9,465
Preferred dividend payable .......................................... 424 0
Real estate taxes payable ........................................... 13,568 9,785
Accounts payable and accrued expenses - construction ................ 8,505 6,218
Accounts payable and accrued expenses - operating ................... 5,552 5,455
Security deposits ................................................... 2,260 1,968
------- -------
Total liabilities .............................................. 467,670 425,023
------- -------
Minority interest of unitholders in Operating Partnership ........... 62,059 53,143
------- -------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Excess shares, $0.01 par value, 51,000 shares authorized
Preferred shares at $25.00 liquidation preference, $0.01 par value,
10,000 shares authorized, 4,600 shares issued and outstanding
at December 31, 1997 ............................................ 115,000 0
Common shares, $0.01 par value, 100,000 shares authorized,
21,991 and 19,317 shares issued and outstanding at December
31, 1997 and 1996, respectively ................................. 220 193
Additional paid-in capital ........................................ 339,009 315,670
Deferred long-term compensation ................................... (594) 0
Accumulated earnings (deficit) .................................... (2,197) (34,369)
-------- --------
Total shareholders' equity ..................................... 451,438 281,494
-------- --------
Total liabilities and shareholders' equity ..................... $ 981,167 $ 759,660
======== ========
<FN>
The accompanying notes are an integral part of these balance sheets.
</FN>
</TABLE>
<PAGE>
Page-41
GABLES RESIDENTIAL TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Rental revenues .................................................... $ 132,371 $ 104,543 $ 72,703
Other property revenues ............................................ 6,322 4,928 3,268
------- ------- -------
Total property revenues ....................................... 138,693 109,471 75,971
------- ------- -------
Property management - third party .................................. 2,173 2,960 3,324
Property management - related party ................................ 859 911 965
------- ------- -------
Total property management revenues ............................... 3,032 3,871 4,289
Non-recurring Olympic revenues, net ................................ 0 900 0
Other .............................................................. 1,713 1,939 1,500
------- ------- -------
Total other revenues .......................................... 4,745 6,710 5,789
------- ------- -------
Total revenues ................................................ 143,438 116,181 81,760
------- ------- -------
Property operating and maintenance (exclusive of items shown
separately below) ............................................. 47,592 38,693 28,228
Depreciation and amortization ...................................... 25,194 18,892 12,669
Amortization of deferred financing costs ........................... 992 1,348 932
Property management - owned ........................................ 3,364 2,824 2,170
Property management - third/related party........................... 2,332 2,793 3,178
General and administrative ......................................... 3,248 3,045 2,869
Interest ........................................................... 24,804 21,112 13,088
Credit enhancement fees ............................................ 509 576 710
Loss on treasury lock extension .................................... 1,178 0 0
------- ------- -------
Total expenses ................................................ 109,213 89,283 63,844
------- ------- -------
Income before equity in income of joint ventures and interest income 34,225 26,898 17,916
Equity in income of joint ventures ................................. 320 280 64
Interest income .................................................... 371 363 389
------- ------- -------
Income before gain on sale of real estate assets ................... 34,916 27,541 18,369
Gain on sale of real estate assets ................................. 5,349 0 0
------- ------- -------
Income before minority interest and extraordinary loss, net ........ 40,265 27,541 18,369
Minority interest of unitholders in Operating Partnership .......... (5,611) (4,640) (4,029)
------- ------- -------
Income before extraordinary loss, net .............................. 34,654 22,901 14,340
Extraordinary loss, net of minority interest ....................... (602) (520) (784)
------- ------- -------
Net income ......................................................... 34,052 22,381 13,556
Dividends to preferred shareholders ................................ (4,163) 0 0
------- ------- -------
Net income available to common shareholders ........................ $ 29,889 $ 22,381 $ 13,556
======= ======= =======
Weighted average number of common shares outstanding - basic ....... 19,788 16,788 11,436
Weighted average number of common shares outstanding - diluted ..... 19,938 16,877 11,452
PER COMMON SHARE INFORMATION:
Income before extraordinary loss, net - basic ...................... $ 1.54 $ 1.36 $ 1.25
Extraordinary loss, net - basic .................................... ($ 0.03) ($ 0.03) ($ 0.06)
Net income - basic ................................................. $ 1.51 $ 1.33 $ 1.19
Income before extraordinary loss, net - diluted .................... $ 1.53 $ 1.35 $ 1.25
Extraordinary loss, net - diluted .................................. ($ 0.03) ($ 0.03) ($ 0.07)
Net income - diluted ............................................... $ 1.50 $ 1.32 $ 1.18
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
Page-42
GABLES RESIDENTIAL TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Preferred
Shares at Additional Deferred Accumulated
Liquidation Common Paid-in Long-Term Earnings
Preference Shares Capital Compensation (Deficit) Total
---------- ------ ------- ------------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1994 ............................. $ 0 $ 106 $ 182,854 $ 0 ($ 60,344) $ 122,616
Proceeds of 4,600 common share offering, net of
$6,261 underwriting discounts and issuance costs .... 0 46 94,318 0 0 94,364
Proceeds from Share Builder Plan ..................... 0 0 177 0 0 177
Filing costs for Share Builder Plan, Profit Sharing
Plan and $200,000 shelf registration statement ..... 0 0 (237) 0 0 (237)
Adjustment for minority interest of unitholders in
Operating Partnership for offering, issuance of
Operating Partnership Units, and other activity ..... 0 0 0 0 (6,282) (6,282)
Net income ........................................... 0 0 0 0 13,556 13,556
Dividends paid ($1.38 per common share) .............. 0 0 (14,596) 0 0 (14,596)
Dividends declared ($0.48 per common share) .......... 0 0 (7,288) 0 0 (7,288)
------ ------ -------- ------- ------- --------
BALANCE, DECEMBER 31, 1995 ............................. 0 152 255,228 0 (53,070) 202,310
Proceeds of 4,039 common share offerings, net of
$3,302 underwriting discounts and issuance costs .... 0 40 93,444 0 0 93,484
Proceeds from exercise of share options .............. 0 1 1,429 0 0 1,430
Proceeds from Share Builder Plan ..................... 0 0 32 0 0 32
Filing costs for $300,000 shelf registration statement 0 0 (97) 0 0 (97)
Adjustment for minority interest of unitholders in
Operating Partnership for offerings, issuance of
Operating Partnership Units, and other activity ..... 0 0 0 0 (3,680) (3,680)
Net income ........................................... 0 0 0 0 22,381 22,381
Dividends paid ($1.45 per common share) .............. 0 0 (24,901) 0 0 (24,901)
Dividends declared ($0.49 per common share) .......... 0 0 (9,465) 0 0 (9,465)
------ ------- ------- ------ ------- -------
BALANCE, DECEMBER 31, 1996 ............................. 0 193 315,670 0 (34,369) 281,494
Proceeds of 2,437 common share offerings, net of
$3,463 underwriting discounts and issuance costs .... 0 24 62,493 0 0 62,517
Proceeds of 4,600 preferred share offering ........... 115,000 0 (4,009) 0 0 110,991
Proceeds from exercise of share options .............. 0 2 3,119 0 0 3,121
Proceeds from Share Builder Plan ..................... 0 0 61 0 0 61
Issuance of shares for trustee compensation .......... 0 0 25 0 0 25
Issuance of share grants ............................. 0 1 1,783 0 0 1,784
Deferred long-term compensation, net of amortization . 0 0 0 (594) 0 (594)
Adjustment for minority interest of unitholders in
Operating Partnership for offerings, issuance of
Operating Partnership Units, and other activity ..... 0 0 0 0 2,283 2,283
Net income available to common shareholders .......... 0 0 0 0 29,889 29,889
Dividends paid ($1.98 per common share) .............. 0 0 (40,133) 0 0 (40,133)
-------- ------- -------- ------- ------- -------
Balance, December 31, 1997 ............................. $ 115,000 $ 220 $ 339,009 ($ 594) ($ 2,197) $ 451,438
======== ======= ======== ======= ======= =======
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
Page-43
GABLES RESIDENTIAL TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................... $ 34,052 $ 22,381 $ 13,556
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ............................. 26,186 20,240 13,601
Equity in income of joint ventures ........................ (320) (280) (64)
Minority interest of unitholders in Operating Partnership . 5,611 4,640 4,029
Gain on sale of real estate assets ........................ (5,349) 0 0
Long-term compensation expense ............................ 574 408 0
Loss on treasury lock extension ........................... 1,178 0 0
Extraordinary loss, net of minority interest .............. 602 520 784
Change in operating assets and liabilities:
Restricted cash ......................................... 4,616 (2,366) (1,695)
Other assets ............................................ (1,055) (282) (260)
Other liabilities, net .................................. 3,424 6,368 (863)
------ ------ -------
Net cash provided by operating activities .......... 69,519 51,629 29,088
------ ------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase and construction of real estate assets .............. (241,585) (194,886) (148,475)
Investment in mortgage note receivable ....................... 0 (21,505) 0
Net proceeds from sale of real estate assets ................. 13,174 3,968 0
Long-term land lease payments ................................ (1,000) (1,500) 0
Distributions received from joint ventures ................... 442 327 241
------- ------- -------
Net cash used in investing activities ................... (228,969) (213,596) (148,234)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common share offerings, net of issuance costs .. 62,517 93,484 94,364
Proceeds from preferred share offerings, net of issuance costs 110,991 0 0
Proceeds from the exercise of share options .................. 3,121 1,430 0
Payments of filing costs for shelf registration statement .... 0 (97) (237)
Share Builder Plan contributions ............................. 61 32 177
Payments of deferred financing costs ......................... (440) (1,668) (1,777)
Notes payable proceeds ....................................... 233,849 282,569 281,597
Notes payable repayments ..................................... (188,808) (178,507) (224,643)
Principal escrow deposits .................................... (684) (768) (652)
Preferred dividends paid ..................................... (3,739) 0 0
Common dividends paid ($2.47, $1.93 and $1.83 per share) ..... (49,598) (32,189) (19,355)
Common distributions paid ($2.47, $1.93 and $1.83 per Unit) .. (9,026) (6,463) (5,855)
------- ------- -------
Net cash provided by financing activities ............... 158,244 157,823 123,619
------- ------- -------
Net change in cash and cash equivalents ...................... (1,206) (4,144) 4,473
Cash and cash equivalents, beginning of period ............... 4,385 8,529 4,056
------- ------- -------
Cash and cash equivalents, end of period ..................... $ 3,179 $ 4,385 $ 8,529
======= ======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest .................................. $ 29,777 $ 24,749 $ 20,669
Interest capitalized .................................... 5,161 4,373 7,481
-------- -------- ---------
Cash paid for interest, net of amounts capitalized ...... $ 24,616 $ 20,376 $ 13,188
======== ======== =========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
Page-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
1. ORGANIZATION AND FORMATION OF THE COMPANY
Gables Residential Trust is a self-administered and self-managed real estate
investment trust (a "REIT") formed in 1993 under Maryland law to continue and to
expand the multifamily apartment community management, development,
construction, and acquisition operations of its privately owned predecessor
organization. The term "Gables Residential Group" as used herein refers to the
privately owned predecessor organization prior to the completion of the
Company's initial public offering on January 26, 1994 (the "IPO"). The term
"Company" or "Gables" as used herein means Gables Residential Trust and its
subsidiaries on a consolidated basis (including Gables Realty Limited
Partnership and its subsidiaries), or, where the context so requires, Gables
Residential Trust.
Gables engages in the multifamily apartment community mangement, development,
construction, and acquisition businesses, including the provision of related
brokerage and corporate rental housing services. Substantially all of these
businesses are conducted through Gables Realty Limited Partnership (the
"Operating Partnership"). The Company controls the Operating Partnership through
Gables GP, Inc. ("GGPI"), a wholly-owned subsidiary and the sole general partner
of the Operating Partnership (this structure is commonly referred to as an
umbrella partnership REIT or "UPREIT"). At December 31, 1997, the Company was an
84.4% economic owner of the Operating Partnership (excluding the Company's
ownership of 100% of the Operating Partnership's Series A Preferred Units).
Gables' third party management businesses are conducted through two subsidiaries
of the Operating Partnership, Central Apartment Management, Inc., a Texas
corporation, and East Apartment Management, Inc., a Georgia corporation.
As of December 31, 1997, Gables owned 59 completed multifamily apartment
communities comprising 17,816 apartment homes, of which 35 were developed and 24
were acquired by Gables, and an indirect 25% general partner interest in two
apartment communities developed by Gables comprising 663 apartment homes. One of
the completed communities comprising 273 apartment homes was in the lease-up
stage at December 31, 1997. Gables also owned five multifamily apartment
communities that were under construction at December 31, 1997 that are expected
to comprise 1,409 apartment homes upon completion. As of December 31, 1997,
Gables owned parcels of land for the future development of seven apartment
communities expected to comprise an estimated 1,792 apartment homes.
Additionally, Gables has contracts or options to acquire additional parcels of
land. There can be no assurance that Gables will acquire these land parcels,
however it is Gables' intent to develop an apartment community on each such land
parcel, if purchased.
On February 18, 1998, Gables entered into contribution agreements with four
partnerships under common control pursuant to which Gables expects to acquire
four multifamily apartment communities comprising a total of 913 apartment homes
located in Houston, Texas. In connection with such acquisition, Gables will
assume approximately $28 million of indebtedness and issue Units valued at up to
approximately $21 million, of which approximately $2 million will be deferred
for up to two years.
On March 11, 1998, Gables entered into an agreement to acquire a multifamily
apartment community in Austin, Texas comprising 308 apartment homes.
Gables has entered into a Contribution Agreement with an effective date of March
16, 1998 (the "Contribution Agreement") to acquire the properties and operations
of Trammell Crow Residential South Florida ("TCR/SF"), which consist of up to 15
multifamily apartment communities (the "South Florida Communities") containing a
total of 4,197 apartment homes (assuming completion of three South Florida
Communities currently under construction), and all of TCR/SF's residential
construction and development and third party management activities in South
Florida (collectively, the "South Florida Transaction"). In consideration for
such properties and operations, the Company will (i) pay approximately $149.0
million in cash, (ii) assume approximately $135.9 million of tax-exempt debt and
(iii) issue Units valued at up to approximately $83.6 million, of which $12.5
million will be deferred until January 1, 2000. The South Florida Communities
are located in Palm Beach County, Broward County and Dade County and encompass
the metropolitan areas of Palm Beach, Ft. Lauderdale and Miami, respectively.
The South Florida Transaction is expected to be consummated in the second
quarter of 1998.
There can be no assurance that the acquisitions described above will close as
contemplated, or that the acquisitions will be consummated at all. Gables is
pursuing other acquisition opportunities in the ordinary course of business
which have not yet been, or may never be, put under contract.
<PAGE>
Page-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
2. SECONDARY OFFERINGS AND ISSUANCES OF OPERATING PARTNERSHIP UNITS
Secondary Common Share Offerings
- --------------------------------
Since the IPO, the Company has issued a total of 11,521 common shares in seven
offerings generating $260,241 in net proceeds which were generally used (i) to
reduce outstanding indebtedness under interim financing vehicles utilized to
fund Gables' development and acquisition activities and (ii) for general working
capital purposes including funding of future development and acquisition
activities.
Preferred Share Offering
- ------------------------
On July 24, 1997, the Company issued 4,600 shares of 8.30% Series A Cumulative
Redeemable Preferred Shares (liquidation preference $25.00 per share) (the
"Series A Preferred Shares"). The net proceeds from this offering of
approximately $111 million were used to reduce outstanding indebtedness under
the interim financing vehicles discussed above. The Series A Preferred Shares,
which may be redeemed by the Company at $25.00 per share, plus accrued and
unpaid dividends, on or after July 24, 2002, have no stated maturity, sinking
fund or mandatory redemption and are not convertible into any other securities
of the Company.
Issuances of Operating Partnership Units
- ----------------------------------------
On December 5, 1995, Gables acquired a parcel of land for the development of an
apartment community, financed in part through the issuance of 111 Units. On July
26, 1996, Gables acquired an apartment community comprising 500 apartment homes,
financed in part through the issuance of 244 Units. On August 21, 1997, Gables
acquired an apartment community comprising 82 apartment homes, financed in part
through the issuance of 95 Units. On October 17, 1997, Gables acquired an
apartment community comprising 295 apartment homes, financed in part through the
issuance of 453 Units.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
- --------------------
Gables engages in the multifamily apartment community management, development,
construction, and acquisition businesses, including the provision of related
brokerage and corporate rental housing services. Gables' operating performance
relies predominantly on net operating income from the multifamily apartment
communities it owns which are located in seven core cities in Texas, Georgia,
and Tennessee. Gables recently entered an eighth market, Orlando, Florida,
through an association with a subsidiary of the Walt Disney Company, and in
connection therewith currently has two communities under development in Orlando.
Basis of Presentation
- ---------------------
The accompanying consolidated financial statements of Gables Residential Trust
include the consolidated accounts of Gables Residential Trust and its
subsidiaries (including Gables Realty Limited Partnership and its subsidiaries).
As a result of the structure of the business combination, certain partners and
owners of the entities in Gables Residential Group received common shares of the
Company and/or Units in the Operating Partnership. Pursuant to the terms of the
partnership agreement of the Operating Partnership, as of January 26, 1995, the
Operating Partnership became obligated to redeem Units at a unitholder's request
for cash equal to the fair market value of a common share of the Company at the
time of such redemption, provided that the Company at its option may elect to
acquire any such Units presented for redemption for one common share of the
Company. The Company intends to acquire such Units for common shares of the
Company rather than to cause the Operating Partnership to redeem such Units for
cash. Purchase accounting was applied to the acquisition of all non-controlled
interests. The acquisition of all other interests was accounted for as a
reorganization of entities under common control and, accordingly, was reflected
at historical cost in a manner similar to that in pooling of interests
accounting.
<PAGE>
Page-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
All significant intercompany accounts and transactions have been eliminated in
consolidation. The consolidated financial statements of Gables Residential Trust
have been adjusted for the minority interest of unitholders in the Operating
Partnership. Since Units, if presented for redemption, are likely to be
exchanged for the common shares of the Company on a one-for-one basis, minority
interest of unitholders in the Operating Partnership is calculated based on the
weighted average of common shares and Units outstanding during the period.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Real Estate Assets and Depreciation
- -----------------------------------
Real estate assets are stated at depreciated cost. The cost of buildings and
improvements includes interest, property taxes, insurance and allocated
development overhead incurred during the construction period. Ordinary repairs
and maintenance are expensed as incurred; major replacements and betterments are
capitalized and depreciated over their useful lives. Depreciation is computed on
a straight-line basis over the useful lives of the real estate assets (buildings
and improvements 19-40 years; furniture, fixtures and equipment 5-10 years).
Gables adopted Statement of Financial Accounting Standards No. 121 (FAS 121),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," effective January 1, 1996. FAS 121 established new standards
for determining when impairment losses on long-lived assets have occurred and
how impairment losses should be measured. There was no financial statement
impact resulting from the adoption of FAS 121. In addition, Gables has
determined that no impairment provision is necessary at December 31, 1997.
Other Assets
- ------------
Gables invested $21.5 million in an apartment community comprising 232 apartment
homes on October 1, 1996 via a mortgage note receivable. The note receivable and
related costs are included in other assets in the accompanying balance sheet at
December 31, 1996 and interest income earned thereon is included in other
revenues in the accompanying statement of operations for the year ended December
31, 1996. In January, 1997, Gables acquired the apartment community from the
borrower, and the mortgage note receivable was repaid in full.
Investment in Joint Ventures
- ----------------------------
Gables' 25% general partner interests in Arbors of Harbortown JV and
Metropolitan Apartments JV are accounted for on the equity method of accounting.
Revenue Recognition
- -------------------
Rental: Gables leases its residential properties under operating leases
with terms generally equal to one year or less. Rental income is recognized when
earned which materially approximates revenue recognition on a straight-line
basis.
Property Management: Gables provides property management services for
properties in which it does not own a controlling interest. Income is recognized
when earned.
Development and Construction Services: Gables periodically provides
development and construction services for properties in which it does not own a
controlling interest. Income is recognized when earned on a percentage of
completion basis.
<PAGE>
Page-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
Cash and Cash Equivalents
- -------------------------
For purposes of the statement of cash flows, all investments purchased with an
original maturity of three months or less are considered to be cash equivalents.
Restricted Cash
- ---------------
Restricted cash is primarily comprised of residential security deposits, tax
escrow funds, repairs and maintenance reserve funds, and principal escrow bond
funds.
Deferred Financing Costs and Amortization
- -----------------------------------------
Deferred financing costs include fees and costs incurred to obtain financing and
are capitalized and amortized over the terms of the related notes payable and
are written off upon the expiration thereof.
Interest Rate Protection Agreements
- -----------------------------------
Gables uses interest rate protection agreements in the form of "rate caps" and
"rate swaps" to manage its exposure to interest rate changes. These agreements
are considered hedges of Gables' borrowings. Upfront amounts paid to purchase
rate cap agreements are capitalized and amortized over the terms of the related
agreements and are written off upon the expiration thereof. Such amortization is
included in amortization of deferred financing costs in the accompanying
statements of operations. Monthly amounts paid or received under rate cap and
rate swap agreements are recognized as adjustments to interest expense.
Gables uses forward treasury lock agreements to lock-in its effective borrowing
rate for prospectve debt transactions. Payments made or received upon settlement
of such agreements that represent an effective hedge of a specific borrowing are
deferred and amortized as an adjustment to interest expense over the life of the
related debt instrument. To the extent a forward treasury lock agreement does
not represent an effective hedge of a specific borrowing, the settlement amount
is recorded as a gain or loss upon settlement. In December, 1997, Gables
extended its $75 million forward seven-year treasury lock agreement. On the
extension date, Gables would have paid $1,178 to settle the treasury lock
agreement had it not been extended. Such amount was recorded as a loss on
treasury lock extension in December, 1997 and Gables will use the market rate in
effect on the extension date as its "locked-in rate" for purposes of recording
interest expense over the life of the debt instrument the treasury lock was
originally intended to hedge. Gables currently expects that the debt transaction
for which the treasury lock was originally intended to hedge will be consummated
in 1998.
Property Management Expenses
- ----------------------------
Gables manages its owned properties, as well as properties owned by third and
related parties for which Gables provides services for a fee. Property
management expenses have been allocated between owned and third/related party
properties in the accompanying statements of operations based on the
proportionate number of owned and third/related party apartment homes managed by
Gables during the applicable periods.
Income Taxes
- ------------
Gables has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), commencing with the taxable year ended December
31, 1994. As a result, Gables generally will not be subject to Federal income
taxation at the corporate level to the extent it distributes annually at least
95% of its REIT taxable income, as defined in the Code, to its shareholders
and satisfies certain other requirements. Accordingly, no provision has been
made for Federal income taxes in the accompanying consolidated financial
statements for the years ended December 31, 1997, 1996 and 1995. Additionally,
certain subsidiaries of Gables, formed to provide management and other services
to third and related parties, are taxed based on reportable income. The tax
attributes of these entities are immaterial to the accompanying consolidated
financial statements.
<PAGE>
Page-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
4. NOTES PAYABLE
Notes payable consist of the following:
December 31,
1997 1996
---- ----
Secured conventional fixed-rate $ 96,135 $219,046
Unsecured conventional fixed-rate 158,526 40,000
Tax-exempt fixed-rate 60,150 67,270
-------- --------
Total fixed-rate 314,811 326,316
Tax-exempt variable-rate 44,930 44,930
Unsecured credit facilities 75,621 19,075
-------- --------
Total notes payable $435,362 $390,321
======== ========
Secured Conventional Fixed-Rate Notes Payable
- ---------------------------------------------
At December 31, 1996, the fixed-rate notes payable were comprised of thirteen
loans collateralized by fifteen apartment communities included in real estate
assets. At December 31, 1996, the interest rates on these notes payable ranged
from 7.00% to 8.77% (weighted average of 8.11%) and the maturity dates ranged
from September, 1997 through December, 2009.
In February, 1997, Gables repaid a $9,452 loan which was scheduled to mature in
September, 1997. In August, 1997, eight loans financed with Teachers Insurance
and Annuity Association totaling $116,027 (the "TIAA Loans") were converted from
secured to unsecured as a result of Gables' attainment of senior unsecured debt
ratings of BBB from Standard and Poor's and Baa2 from Moody's Investors Service
(the "Credit Ratings"). Accordingly, this indebtedness is included in the
unsecured conventional fixed-rate category at December 31, 1997. In August,
1997, Gables acquired an apartment community and assumed a $3,722 mortgage note
payable in connection with that acquisition.
At December 31, 1997, the fixed-rate notes payable are comprised of five loans
collateralized by seven apartment communities included in real estate assets. At
December 31, 1997, the interest rates on these notes payable ranged from 7.13%
to 8.77% (weighted average of 8.14%) and the maturity dates ranged from May,
2003 to December, 2020. Principal amortization payments are required on a
monthly basis for all notes payable based on amortization schedules ranging from
25 to 27 years.
Unsecured Conventional Fixed-Rate Notes Payable
- -----------------------------------------------
At December 31, 1996, the unsecured conventional fixed-rate indebtedness
represented a five-year $40,000 term loan with a maturity of November, 2001,
that bore interest at LIBOR plus 1.25%. In April, 1997, the borrowing costs on
this loan were reduced to LIBOR plus 1.10% in connection with the attainment of
the Credit Ratings. In August, 1997, the borrowing costs were renegotiated and
were reduced to LIBOR plus 0.80%. At December 31, 1997, this loan is effectively
fixed at an all-in rate of 6.15% after application of $40,000 of the $44,530
interest rate protection agreements discussed elsewhere herein.
In January, 1997, Gables acquired a parcel of land and assumed $2,646 of
indebtedness associated with that acquisition. Such indebtedness bears interest
at 6.10%, requires annual principal amortization payments over its 20 year term,
and has a maturity of October, 2016.
In August, 1997, the eight TIAA Loans were converted into two unsecured notes
payable. The first such note payable for $86,346 bears interest at 8.30% and
matures in December, 2002. The second such note payable for $29,681 bears
interest at 8.62% and matures in December, 2007. Beginning February, 1998,
monthly principal amortization payments will be required for these notes payable
based on a 30 year amortization schedule.
<PAGE>
Page-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
Tax-Exempt Fixed-Rate Notes Payable
- -----------------------------------
At December 31, 1997 and 1996, the tax-exempt, fixed-rate indebtedness was
comprised of two and three loans, respectively. One such loan outstanding at
December 31, 1997 and 1996 has a principal balance of $48,365, and is
collateralized by three communities induced for tax-exempt financing and three
additional communities. Principal amortization payments based on a 30 year
amortization schedule are required on a monthly basis. These payments are
retained in an escrow account and are not applied to reduce the outstanding
principal balance of the loan. Principal payments through December 31, 1997 and
1996 are included in restricted cash in the accompanying balance sheets. The
note payable bears interest at 6.38% and matures in August, 2004. The three
underlying tax-exempt bond issues mature in August, 2024. The other two loans
outstanding at December 31, 1996 represented a $19,020 tax-exempt bond financing
secured by two apartment communities. Both bond issues were credit enhanced for
an annual fee of 0.60%. The bonds bear interest at a weighted average rate of
7.03% on a fixed basis for 30 years. Principal amortization payments are due in
January each year pursuant to the terms of the bond documents. Gables is
required to make monthly escrow payments each year totaling the annual principal
payment due to the bondholders in the month of January thereafter. Monthly
principal escrow payments are included in restricted cash until the January
payments are made. One of these loans, with an outstanding principal balance of
$6,975 at December 31, 1996, was economically defeased in January, 1997 in
connection with the sale of the property. The tax-exempt bonds contain certain
covenants which require minimum rentals to individuals based upon income levels
specified by U.S. government programs, as defined.
Tax-Exempt Variable-Rate Notes Payable
- --------------------------------------
At December 31, 1997 and 1996, the variable-rate mortgage notes payable securing
tax-exempt bonds were comprised of four loans, each of which is collateralized
by an apartment community included in real estate assets. The tax-exempt bonds
contain certain covenants which require minimum rentals to individuals based
upon income levels specified by U.S. government programs, as defined. These
bonds bear interest at a variable rate of interest, adjusted weekly based upon a
negotiated rate. The interest rate in effect at December 31, 1997 and 1996 was
4.2%. Tax-exempt variable rates are, and historically have been, significantly
higher at year-end than during the year. The effective interest rates were 3.7%,
3.5% and 3.9% for the years ended December 31, 1997, 1996 and 1995. The bonds
are currently secured by four letters of credit provided by a letter of credit
facility entered into in October, 1997. The fee for these letters of credit was
1.5% per annum through June 30, 1995, 1.25% per annum through March, 1996, 1.0%
through September, 1997 and is currently 0.95% per annum. The letter of credit
facility has an initial term of 5 years and has unlimited one-year extension
options. Three of the underlying bond issues mature in December, 2007 and the
fourth underlying bond issue matures in August, 2024.
$175 Million Credit Facility
- ----------------------------
In conjunction with the IPO, Gables closed a $175 million three-year revolving
credit facility (the "Original Credit Facility") which had an initial maturity
of January, 1997. In March, 1996, Gables closed a new $175 million unsecured
revolving credit facility (the "New Credit Facility" or "$175 Million Credit
Facility") that replaced the Original Credit Facility. Although the New Credit
Facility is unsecured, there were certain designated real estate assets that had
escrowed mortgages that were released promptly after the attainment of the
Credit Rating. The New Credit Facility has an initial term of three years and
three one-year extension options. Gables has exercised the first of its one-year
extension options resulting in a maturity date for the facility of March, 2000.
Borrowings bore interest at LIBOR plus 1.50% (reduced from 1.65% in November,
1996) through April, 1997. In April, 1997, Gables' borrowing costs under the
facility were reduced to LIBOR plus 1.10% in connection with the attainment of
the Credit Ratings. In August, 1997, Gables' borrowing costs were renegotiated
and were reduced to LIBOR plus 0.80%. Additionally, a competitive bid option was
added for up to 50% of the $175 million commitment.
Gables' availability under the facility is limited to the lesser of the total
$175 million commitment or the borrowing base. The borrowing base available
under the facility is currently based on the value of Gables' unencumbered real
estate assets as compared to the amount of Gables' unsecured indebtedness. As of
December 31, 1997, Gables had $60.0 million in borrowings outstanding under the
facility and, therefore, had $115 .0 million of remaining capacity on the $175
million available commitment.
<PAGE>
Page-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
$20 Million Credit Facility
- ---------------------------
In November, 1996, Gables closed an unsecured revolving credit facility that
currently provides for up to $20 million in borrowings. This facility has an
initial term of one year and has unlimited one-year extension options. Gables
has exercised the first of its one-year extension options resulting in a
maturity date for the facility of October, 1998. Borrowings bore interest under
this facility at LIBOR plus 1.50% through April, 1997. In April, 1997, Gables'
borrowing costs were reduced to LIBOR plus 1.10% in connection with the
attainment of the Credit Ratings. In August, 1997, Gables' borrowing costs were
negotiated and were reduced to LIBOR plus 0.80%. As of December 31, 1997, Gables
had approximately $15.6 million in borrowings outstanding under this facility.
Restrictive Covenants
- ---------------------
Certain of the Gables' debt agreements contain customary representations,
covenants and events of default, including covenants which restrict the ability
of the Operating Partnership to make distributions in excess of stated amounts,
which in turn restricts the discretion of the Company to declare and pay
dividends. In general, during any fiscal year the Operating Partnership may only
distribute up to 95% of the Operating Partnership's 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 the Operating Partnership to
make any distributions necessary to allow the Company to maintain its status as
a REIT. Gables does not anticipate that this provision will adversely effect the
ability of the Operating Partnership to make distributions or the Company to
declare dividends, as currently anticipated.
Maturities
- ----------
The aggregate maturities of notes payable at December 31, 1997 are as follows:
1998 $17,950
1999 2,596
2000 62,810
2001 43,046
2002 130,620
2003 and thereafter 178,340
-------
$435,362
=======
The debt maturities in 1998 include $15,621 of outstanding indebtedness under
the $20 Million Credit Facility which has unlimited one-year extension options.
The debt maturities in 2000 include $60,000 of outstanding indebtedness under
the $175 Million Credit Facility which has two remaining one-year extension
options. The debt maturities in 2002 include $44,930 of tax-exempt bond
indebtedness credit-enhanced through a letter of credit facility which has
unlimited one-year extension options. Three of the underlying bond issues mature
in December, 2007 and the fourth underlying bond issue matures in August, 2024.
Joint Venture Indebtedness
- --------------------------
The Arbors of Harbortown apartment community secures a $16.4 million tax-exempt
bond obligation, which is recourse to Gables up to $1.0 million (this amount is
fully cash-collateralized and is held by the Arbors of Harbortown JV), bears
interest at a variable low-floater rate, has a maturity date of April, 2013, and
is payable in monthly installments of interest only. The credit enhancement for
the bond obligation expires in May, 2001. The Metropolitan Uptown apartment
community secures a conventional fixed-rate loan with $17.9 million outstanding
at December 31, 1997, 25% of which has been guaranteed by Gables. The loan has a
maturity date of December 31, 2002 and bears interest at a rate of 7.18%.
<PAGE>
Page-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
Interest Rate Protection Agreements
- -----------------------------------
Gables has five interest rate protection agreements in place at December 31,
1997, the current terms of which are discussed below:
Notional Strike Effective Termination
Description of Agreement Amount Price Date Date
------------------------ ------ ----- ---- ----
LIBOR, 30-day - "Rate Cap" $44,530 6.25%(a) 01/27/94 01/30/99
LIBOR, 30-day - "Knock-out Rate Swap" $44,530 5.35%(a) 08/30/96 08/30/99(b)
LIBOR, 30-day - "Knock-out Rate Swap" $25,000 5.76%(a) 02/27/98 02/27/00(c)
Treasury, 7-year - "Treasury Lock" $75,000 6.18% 09/22/97 05/28/98
Treasury, 7-year - "Treasury Lock" $25,000 5.88% 12/17/97 05/28/98
(a) The 30-day LIBOR rate in effect at December 31, 1997 was 6.0%.
(b) This agreement fixes Gables' underlying 30-day LIBOR rate at 5.35% and
terminates upon the earlier to occur of (i) the termination date or (ii) a
rate reset date on which the 30-day LIBOR rate is 6.26% or higher.
(c) This agreement fixes Gables' underlying 30-day LIBOR rate at 5.76% and
terminates upon the earlier to occur of (i) the termination date or (ii) a
rate reset date on which the 30-day LIBOR rate is 6.70% or higher.
5. COMMITMENTS AND CONTINGENCIES
Office Leases
- -------------
Gables is party to office operating leases with various terms. Future minimum
lease payments and rent expense for such leases are not material.
Contingencies
- -------------
The various entities comprising Gables are subject to various legal proceedings
and claims that arise in the ordinary course of business. These matters are
generally covered by insurance. While the resolution of these matters cannot be
predicted with certainty, management believes that the final outcome of such
matters will not have a material adverse effect on the financial position or
results of operations of Gables.
6. EXTRAORDINARY LOSS, NET
Extraordinary loss, net for the year ended December 31, 1997 represents (i) the
write-off of unamortized deferred financing costs and prepaid credit enhancement
fees associated with the defeasance of the tax-exempt bond financing encumbering
the Club Candlewood property that was sold in January, 1997 and (ii) the
write-off of unamortized deferred financing costs associated with the February
28, 1997 retirement of a conventional mortgage note payable that was scheduled
to mature on September 1, 1997. The extraordinary loss totaling $712 is
presented net of the $110 portion of the loss attributable to the minority
interest unitholders.
Extraordinary loss, net of $520 for the year ended December 31, 1996 represents
the write-off of unamortized deferred financing costs totaling $631 associated
with the early retirement of Gables' Original Credit Facility, net of the $111
portion of the loss attributable to the minority interest unitholders. The
Original Credit Facility that was scheduled to mature in January, 1997, was
refinanced in March, 1996 with the New Credit Facility.
Extraordinary loss, net of $784 for the year ended December 31, 1995 represents
the write-off of unamortized deferred financing costs totaling $955 associated
with the early retirement of Gables' construction loans, net of the $171 portion
of the loss attributable to the minority interest unitholders.
<PAGE>
Page-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
7. EARNINGS PER SHARE
Basic earnings per share are computed based on net income available to common
shareholders and the weighted average number of common shares outstanding.
Diluted earnings per share reflect the assumed issuance of common shares under
share option and incentive plans. In February, 1997, the FASB issued SFAS No.
128, "Earnings Per Share," which specifies the computation, presentation and
disclosure requirements for earnings per share. Gables adopted SFAS No. 128 for
the year ended December 31, 1997. All prior period earnings per share data were
restated to conform with the provisions of SFAS No. 128. The per share amounts
reported under SFAS No. 128 are not materially different from those calculated
and presented under APB Opinion No. 15.
The numerator and denominator used for both basic and diluted earnings per share
computations are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
BASIC AND DILUTED INCOME AVAILABLE TO
COMMON SHAREHOLDERS (NUMERATOR):
Income before extraordinary loss, net ...................... $ 30,491 $ 22,901 $ 14,340
Extraordinary loss, net .................................... (602) (520) (784)
Net income ................................................ 29,889 22,381 13,556
COMMON SHARES (DENOMINATOR):
Average shares outstanding - basic ......................... 19,788 16,788 11,436
Incremental shares from assumed
conversions of stock options ............................ 150 16 89
------- ------ -------
Average shares outstanding - diluted ....................... 19,938 16,877 11,452
======= ====== =======
</TABLE>
8. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Disclosure about the estimated fair value of financial instruments is based on
pertinent information available to management as of December 31, 1997. Such
amounts have not been comprehensively revalued for purposes of these financial
statements since that date and current estimates of fair value may differ
significantly from the amounts presented herein.
Cash equivalents
- ----------------
Gables estimates that the fair value of cash equivalents approximates carrying
value due to the relatively short maturity of these instruments.
Notes payable
- -------------
Gables estimates that the fair value of notes payable approximates carrying
value based upon its effective current borrowing rate for issuance of debt with
similar terms and remaining maturities.
Interest rate protection agreements
- -----------------------------------
The estimated fair value and the net carrying value of the $44,530 interest rate
cap agreement at December 31, 1997 is $31 and $186, respectively. The estimated
fair value of the two interest rate swap agreements is $404 at December 31,
1997. The estimated fair value for these agreements is based on the value of
cash flows arising in the difference in the strike price per the agreements and
projected LIBOR rates over the remaining term of these agreements.
The estimated fair value of the $75,000 and $25,000 forward seven-year treasury
lock agreements at December 31, 1997 is ($1,717) and ($136), respectively. In
December, 1997, the $75,000 treasury lock agreement was extended, and a loss of
$1,178 was accrued as of December 31, 1997. The estimated fair value for these
agreements is based on the difference between the seven-year treasury rate in
effect on December 31, 1997 and the locked-in rate per the agreements.
<PAGE>
Page-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
9. PROFIT SHARING PLAN
Eligible employees of Gables may participate in a profit sharing plan pursuant
to Section 401(k) of the Internal Revenue Code. Under the plan, employees may
defer a portion of their salary on a pre-tax basis. Gables also has the
discretion to make matching contributions, currently equal to 50% of an
employee's first 4% salary deferral contribution. Expenses under this plan for
the years ended December 31, 1997, 1996 and 1995 were not material.
During January, 1996, the Company added the Gables Residential Trust Stock Fund
(the "Fund") as an investment option for the plan. The Fund is comprised of
common shares of the Company. In connection therewith, 100 common shares were
registered for issuance under the plan. The plan trustee will purchase common
shares of the Company for the Fund, at the direction of the plan investment
committee, either on the open market or directly from the Company.
10. DIVIDENDS AND SHARE BUILDER PLAN
The Company has declared and paid dividends for the years ended December 31,
1997, 1996 and 1995 as follows:
Per Share Dividends Shareholder Tax Treatment
------------------- -------------------------
First Qtr. to Fourth Return of Ordinary
Year Fourth Qtr. Qtr. Capital Income
- ---- ----------- ----- ------- ------
1997 $1.98 $0.50 (a) 23.5% 76.5%
1996 1.94 0.49 (b) 29.1% 70.9%
1995 1.86 0.48 (b) 28.7% 71.3%
(a) The fourth quarter dividends in 1997 were declared and paid in December.
(b) The fourth quarter dividends for each year denoted were declared in
December of the related year and were paid in the January thereafter.
In 1995, the Company implemented its Share Builder Plan, a dividend reinvestment
and share purchase program that provides its shareholders a method, without
brokerage commissions or service charges, of investing cash dividends or
optional cash payments in additional common shares. Under the plan, shareholders
may elect to reinvest dividends in additional common shares at a 2% discount to
the then current market price of common shares and may purchase additional
common shares for cash (up to $20 per quarter) at 100% of the then current
market price.
11. 1994 SHARE OPTION AND INCENTIVE PLAN
The Company adopted the 1994 Share Option and Incentive Plan (the "Plan") to
provide incentives to officers, employees and non-employee trustees. The Plan
provides for the grant of options to purchase a specified number of common
shares ("Options") or the grant of restricted or unrestricted common shares
("Restricted Shares" or "Unrestricted Shares"). Under the Plan, as amended, the
total number of shares available for grant is 8% of the total number of common
shares and Units (other than common shares or Units held by the Company or its
subsidiaries) outstanding at any time, and the number of common shares which may
be issued as Restricted Shares or Unrestricted Shares is equal to 50% of the
number of shares available for issuance under the Plan at such time.
To date, Options have been granted in two series during each of 1994, 1995, 1996
and 1997 with an exercise price equal to the fair value of the Company's common
shares on the dates the Options were granted. The Options granted are generally
exercisable in installments over three years beginning one year after the date
of grant. At December 31, 1997, 937 common shares are subject to outstanding
Options granted to officers, employees and trustees of the Company, of which
Options to purchase approximately 550 shares are currently exercisable.
The total number of common shares reserved for issuance under the Plan at
December 31, 1997 is 2,084, which is equal to 8% of the total number of common
shares and Units outstanding at that time.
<PAGE>
Page-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
1997 1996 1995
---- ---- ----
Balance, beginning of year 904 773 678
Granted 235 270 110
Forfeited (55) (72) (15)
Exercised (147) (67) 0
------ ----- ------
Balance, end of year 937 904 773
====== ===== ======
Option prices:
Granted $25.000- $25.50 $22.750- $23.00 $19.125 - $20.375
Forfeited 19.500- 25.50 19.500- 22.75 19.500 - 22.500
Exercised 19.500- 22.75 19.500- 22.50 N/A
Balance, end of year 19.125- 25.50 19.125- 23.00 19.125 - 22.500
Gables accounts for stock options issued under the Plan in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees," under which no
compensation cost has been recognized, since all options have been granted with
an exercise price equal to the fair value of the Company's common shares on the
date of grant. Had compensation cost for these plans been determined consistent
with Statement of Financial Accounting Standards No. 123 (FAS 123) "Accounting
for Stock-Based Compensation," the Company's net income and earnings per share
would have been reduced to the following pro forma amounts:
1997 1996 1995
---- ---- ----
Income available to
common shareholders: As Reported $29,889 $22,381 $13,556
Pro Forma 29,669 22,258 13,522
Basic earnings per share: As Reported 1.51 1.33 1.19
Pro Forma 1.50 1.33 1.18
Diluted earnings per share:As Reported 1.50 1.32 1.18
Pro Forma 1.49 1.32 1.18
Because the FAS 123 method of accounting has not been applied to options granted
prior to January 1, 1995, the resulting pro forma compensation cost may not be
representative of that to be expected in future years.
The weighted average fair value of options granted is $2.14, $1.91 and $1.45 for
1997, 1996 and 1995, respectively. The fair value of each option grant as of the
date of grant has been estimated using the Black-Scholes option pricing models
with the following weighted-average assumptions for grants in 1997, 1996 and
1995, respectively: risk free interest rates of 6.45%, 6.44% and 6.42%; expected
lives of 3.91, 4.90 and 6.64; dividend yields of 7.99%, 8.43% and 8.94%, and
expected volatility of 18%, 19% and 19%.
On February 21, 1997, the Company granted 23 Unrestricted Shares and 46
Restricted Shares (collectively, the "1997 Share Grants") to certain officers
and employees of Gables. The 1997 Share Grants were awarded based on the closing
price of the Company's common shares on February 21, 1997 of $25.875. Gables had
accrued $595 as of December 31, 1996 equal to the value of the Unrestricted
Shares. The Restricted Shares vest in two equal annual installments beginning on
January 1, 1998. Upon issuance of the Share Grants, the $1,784 value of the 1997
Share Grants was recorded in shareholders' equity and the approximate $1,189
value of the Restricted Shares was recorded to a deferred compensation component
of shareholders' equity. Such deferred compensation is being amortized ratably
over the two-year vesting period.
<PAGE>
Page-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Thousands, Except Property and Per Share Information
- ---------------------------------------------------------------
On February 12, 1998, the Company granted 13 Unrestricted Shares and 40
Restricted Shares (collectively, the "1998 Share Grants") to certain officers
and employees of Gables. The 1998 Share Grants were awarded based on the closing
price of the Company's common shares on February 12, 1998 of $26.6875. Gables
has accrued approximately $350 as of December 31, 1997 equal to the value of the
Unrestricted Shares. The Restricted Shares vest in three equal annual
installments beginning on January 1, 1999. Upon issuance of the Share Grants in
1998, the approximate $1,400 value of the Share Grants will be recorded in
shareholders' equity and the approximate $1,050 value of the Restricted Shares
will be recorded to a deferred compensation component of shareholders' equity.
Such deferred compensation will be amortized ratably over the three-year vesting
period.
12. QUARTERLY FINANCIAL INFORMATION (Unaudited)
Quarterly financial information for the years ended December 31, 1997 and 1996
is as follows:
<TABLE>
<CAPTION>
Year Ended Deecember 31, 1997
-----------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-----------------------------------------
<S> <C> <C> <C> <C>
Total revenues ............................. $ 32,232 $ 33,741 $ 36,893 $ 40,572
Gain on sale of real estate assets ......... 4,858 0 491 0
Loss on treasury lock extension ............ 0 0 0 (1,178)
Income before extraordinary loss, net ...... 10,410 6,706 9,235 8,303
Extraordinary loss, net of minority interest (602) 0 0 0
Net income ................................. 9,808 6,706 9,235 8,303
Net income available to common shareholders 9,808 6,706 7,460 5,915
Basic earnings per common share:
Income before extraordinary loss, net ... 0.54 0.34 0.38 0.28
Net income .............................. 0.51 0.34 0.38 0.28
Diluted earnings per common share:
Income before extraordinary loss, net ... 0.53 0.34 0.38 0.28
Net income .............................. 0.50 0.34 0.38 0.28
</TABLE>
<TABLE>
<CAPTION>
Year Ended Deecember 31, 1997
-----------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-----------------------------------------
<S> <C> <C> <C> <C>
Total revenues ............................. $ 24,442 $ 28,143 $ 31,768 $ 31,828
Non-recurring Olympic revenues, net ........ 0 230 670 0
Income before extraordinary loss, net ...... 5,200 5,432 5,790 6,479
Extraordinary loss, net of minority interest (520) 0 0 0
Net income ................................. 4,680 5,432 5,790 6,479
Basic earnings per common share:
Income before extraordinary loss, net ... 0.34 0.34 0.35 0.33
Net income .............................. 0.31 0.34 0.35 0.33
Diluted earnings per common share:
Income before extraordinary loss, net ... 0.33 0.34 0.35 0.33
Net income .............................. 0.30 0.34 0.35 0.33
</TABLE>
<PAGE>
Page-56
<TABLE>
<CAPTION>
GABLES RESIDENTIAL TRUST SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
Gross Amount at Which Year
Initial Costs Costs Cap- Carried at Close of Period Construction/
Number of Related ------------- italized Sub- ------------------------ Substantial Acqui-
Apartment Encum- Bldg.and sequent to Bldg.and Accum. Renovation Year sition
Apartment Description Homes brances Land Improvement Acquisition Land Improvement Total Deprec. Complete Acquired Comments
- --------------------- -------- ------- ---- ----------- ----------- ---- ----------- ----- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Completed Communities:
- ----------------------
HOUSTON, TEXAS
Baybrook Village ............ 776 $ -- $2,875 $17,479 $3,223 $ 2,875 $20,702 $23,577 $4,936 1981 1990 (3)
Gables Bradford Place ....... 372 -- 2,072 0 15,375 2,072 15,375 17,447 2,959 1991 1990 (4)
Gables Bradford Pointe ...... 360 7,637(1) 1,660 0 9,694 1,660 9,694 11,354 2,508 1990 1989 (4)
Gables Champions ............ 404 -- 3,463 19,038 133 3,463 19,171 22,634 214 1995 1997 (3)
Gables CityPlaza ............ 246 -- 2,889 0 10,476 2,889 10,476 13,365 991 1995 1994 (4)
Gables Cityscape ............ 252 9,100 4,313 0 12,665 4,313 12,665 16,978 2,336 1991 1990 (4)
Gables CityWalk/Waterford Sq. 317 11,528 4,246 3,441 12,050 5,055 14,682 19,737 3,006 1990/85 1989/92 (4),(3)
Gables Edgewater ............ 292 -- 1,607 0 11,441 1,838 11,210 13,048 2,337 1990 1990 (4)
Gables Meyer Park ........... 345 -- 3,398 0 13,679 3,418 13,659 17,077 2,370 1993 1992 (4)
Gables of First Colony ...... 324 -- 2,607 19,875 111 2,607 19,986 22,593 167 1996 1997 (3)
Gables Piney Point .......... 246 10,965(2) 2,794 0 10,868 2,794 10,868 13,662 1,495 1994 1992 (4)
Gables Pin Oak Green ........ 582 -- 7,511 28,543 351 7,511 28,894 36,405 1,700 1990 1996 (3)
Gables Pin Oak Park ......... 477 -- 6,234 23,288 288 6,234 23,576 29,810 1,393 1992 1996 (3)
Gables River Oaks ........... 228 -- 4,935 16,200 430 4,935 16,630 21,565 920 1993 1996 (3)
Rivercrest .................. 140 3,403(1) 500 3,706 1,043 582 4,667 5,249 1,287 1982 1987 (3)
Westhollow Park ............. 412 -- 2,000 5,790 2,899 2,000 8,689 10,689 2,037 1978-79 1990 (4)
ATLANTA, GEORGIA
Briarcliff Gables ........... 104 -- 1,322 0 6,505 1,322 6,505 7,827 570 1995 1994 (4)
Buckhead Gables ............. 162 -- 2,978 993 3,731 2,978 4,724 7,702 661 1964/94 1993 (3),(5)
Dunwoody Gables ... ......... 311 -- 3,567 0 14,295 3,567 14,295 17,862 1,067 1995 1994 (4)
Gables Cinnamon Ridge........ 200 -- 1,500 6,239 474 1,500 6,713 8,213 889 1980 1994 (3)
Gables Cityscape ............ 192 -- 2,250 5,750 767 2,250 6,517 8,767 1,028 1989 1994 (3)
Gables Mill ................. 438 -- 6,570 22,381 386 6,570 22,767 29,337 462 1988 1997 (3)
Gables Northcliff ........... 82 3,704 1,230 5,366 97 1,230 5,463 6,693 69 1978 1997 (3)
Gables Over Peachtree........ 263 -- 2,644 8,400 9,522 2,644 17,922 20,566 1,468 1970/96 1995 (3),(5)
Gables Vinings .............. 315 -- 3,679 0 20,547 3,718 20,508 24,226 312 1997 1995 (4)
Gables Walk ................. 310 -- 4,650 22,667 59 4,650 22,726 27,376 192 1997 1997 (3)
Gables Wood Arbor ........... 140 7,130 915 0 6,079 915 6,079 6,994 1,972 1987 1985 (4)
Gables Wood Crossing......... 268 11,650 1,605 0 12,339 1,605 12,339 13,944 4,591 1985-86 1983 (4)
Gables Wood Glen ............ 380 9,387(1) 1,323 0 16,510 1,487 16,346 17,833 5,499 1983 1983 (4)
Gables Wood Knoll ........... 312 7,744(1) 1,865 10,856 1,921 1,865 12,777 14,642 3,049 1984 1990 (6)
Lakes at Indian Creek........ 603 11,785 1,400 9,100 3,704 1,391 12,813 14,204 2,463 1969-72 1993 (3)
Rock Springs Estates......... 295 -- 11,822 7,932 29 11,822 7,961 19,783 61 1945, 1997 (3)
87,92
Roswell Gables I ............ 384 -- 3,231 0 18,180 3,231 18,180 21,411 1,476 1995 1994 (4)
Roswell Gables II ........... 284 -- 3,275 0 18,005 3,313 17,967 21,280 183 1997 1996 (4)
Spalding Gables.............. 252 -- 2,292 0 13,908 2,292 13,908 16,200 1,071 1995 1994 (4)
Wildwood Gables.............. 546 27,173(2) 4,810 1,100 22,198 4,810 23,298 28,108 3,742 1972/ 1991 (3),(5)
92-93
DALLAS, TEXAS
Arborstone .................. 536 -- 1,022 7,815 1,642 1,022 9,457 10,479 1,393 1985 1993 (3)
Gables at Pearl Street....... 108 -- 1,680 0 7,486 1,680 7,486 9,166 694 1995 1994 (4)
Gables CityPlace ............ 232 -- 4,914 16,511 147 4,914 16,658 21,572 520 1995 1997 (3)
Gables Green Oaks ........... 300 -- 737 0 15,704 737 15,704 16,441 783 1996 1994 (4)
Gables Mirabella ............ 126 -- 1,917 10,722 61 1,917 10,783 12,700 152 1996 1997 (3)
Gables Preston .............. 126 -- 1,056 0 7,839 1,056 7,839 8,895 625 1995 1994 (4)
Gables Spring Park........... 188 -- 901 0 11,375 901 11,375 12,276 750 1996 1994 (4)
Gables Turtle Creek.......... 150 -- 2,181 11,001 47 2,181 11,048 13,229 487 1995 1996 (3)
Gables Valley Ranch.......... 319 14,247(2) 1,899 0 14,721 1,899 14,721 16,620 1,798 1994 1993 (4)
<PAGE>
Page-57
<CAPTION>
GABLES RESIDENTIAL TRUST SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
Gross Amount at Which Year
Initial Costs Costs Cap- Carried at Close of Period Construction/
Number of Related ------------- italized Sub- ------------------------ Substantial Acqui-
Apartment Encum- Bldg.and sequent to Bldg.and Accum. Renovation Year sition
Apartment Description Homes brances Land Improvement Acquisition Land Improvement Total Deprec. Complete Acquired Comments
- --------------------- -------- ------- ---- ----------- ----------- ---- ----------- ----- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Completed Communities:
- ----------------------
MEMPHIS, TENNESSEE
Gables Cordova ............. 464 $10,487(1)$1,865 0 $24,231 $1,865 $24,231 $26,096 $7,648 1986 1985 (4)
Gables Germantown .......... 252 -- 1,478 0 18,430 1,478 18,430 19,908 676 1997 1994 (4)
Gables Quail Ridge ......... 238 -- 1,053 0 16,109 1,053 16,109 17,162 585 1997 1994 (4)
Gables Stonebridge ......... 500 19,419 2,312 23,674 954 2,312 24,628 26,940 1,285 1993-96 1996 (3)
NASHVILLE, TENNESSEE
Brentwood Gables ........... 254 -- 849 0 15,690 849 15,690 16,539 994 1996 1994 (4)
Gables Hendersonville ...... 364 9,706(1) 1,182 0 14,801 1,237 14,746 15,983 3,359 1991 1989 (4)
Gables Hickory Hollow I 272 12,750 974 0 12,521 974 12,521 13,495 4,802 1988 1985 (4)
Gables Hickory Hollow II ... 276 13,400 1,027 0 12,539 1,027 12,539 13,566 5,221 1987 1985 (4)
SAN ANTONIO, TEXAS
Gables Colonnade I ......... 312 -- 1,616 0 13,734 1,616 13,734 15,350 1,209 1995 1994 (4)
Gables Wall Street ......... 232 -- 1,223 0 11,410 1,223 11,410 12,633 873 1996 1994 (4)
AUSTIN, TEXAS
Gables Central Park ........ 273 -- 0 0 15,986 0 15,986 15,986 280 1997 1996 (4),(7)
Gables Great Hills ......... 276 -- 1,475 0 10,277 1,475 10,277 11,752 1,541 1993 1992 (4)
Gables Park Mesa ........... 148 -- 2,072 10,331 137 2,072 10,468 12,540 116 1992 1997 (3)
Gables Town Lake ........... 256 -- 0 0 13,728 0 13,728 13,728 964 1996 1994 (4),(7)
------- ------- -------- ------- --------- ------- ------- ------- ----
Category Total ............17,816 $201,215 $149,465 $318,198 $513,551 $150,894 $830,320 $981,214 $98,236
======= ======== ======== ======== ======= ======= ======= ======= ======
DEVELOPMENT COMMUNITIES:
ATLANTA, GEORGIA
Gables at Sugarloaf ....... 386 -- 3,249 0 7,511 3,249 7,511 10,760 0 1999(8) 1996 (4)
AUSTIN, TEXAS
Gables Bluffstone ......... 256 -- 2,129 0 14,217 2,129 14,217 16,346 0 1998(8) 1996 (4)
HOUSTON, TEXAS
Gables New Territory....... 256 -- 1,338 0 3,806 1,338 3,806 5,144 0 1998(8) 1997 (4)
ORLANDO, FLORIDA
Gables Celebration ........ 231 -- 3,235 0 4,704 3,235 4,704 7,939 0 1998(8) 1997 (4)
The Commons at Little
Lake Bryan I ........ 280 -- 2,477 0 10,574 2,477 10,574 13,051 0 1998(8) 1996 (4)
----- ----- ------- ----- ------- ------- ------- ------- ------
Category Total ............ 1,409 0 $12,428 $0 $40,812 $12,428 $40,812 $53,240 $0
===== ===== ======= ===== ======= ======= ======= ======= ======
LAND HELD FOR FUTURE DEVELOPMENT:
ATLANTA, GEORGIA
Gables Metropolitan I and II 720 -- 12,452 0 0 12,452 0 12,452 0 (9) 1997 (4)
DALLAS, TEXAS
Gables Green Oaks II ....... 250 -- 606 0 0 606 0 606 0 (9) 1994 (4)
Gables State Thomas ........ 202 -- 4,120 0 0 4,120 0 4,120 0 (9) 1997 (4)
Gables at the Galleria ..... 222 -- 2,800 0 0 2,800 0 2,800 0 (9) 1997 (4)
SAN ANTONIO, TEXAS
Gables Colonnade II ........ 250 -- 1,549 0 (353) 1,196 0 1,196 0 (9) 1994 (4)
MEMPHIS, TENNESSEE
Gables Quail Ridge II ...... 148 -- 600 0 0 600 0 600 0 (9) 1996 (4)
------ ------ ------- ----- ------ ------- ------- ------- ------
Category Total .............1,792 $ 0 $22,127 $0 ($353) $21,774 $0 $21,774 $0
====== ====== ======= ===== ======= ======= ======= ======= ======
GRAND TOTALS ........... 21,017 $201,215 $184,020 $318,198 $554,010 $185,096 $871,132 $1,056,228 $98,236
====== ======== ======== ======== ======== ======== ======== ========== =======
<PAGE>
Page-58
<FN>
SCHEDULE III
GABLES RESIDENTIAL TRUST
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
Notes to preceding two pages:
(1) These properties together secure a $48,365 tax-exempt fixed rate mortgage
note payable. The principal balance outstanding under the note has been
allocated to these properties proportionately based on each property's 1997
net operating income (equal to total property revenues less property
operating and maintenance expenses, exclusive of depreciation expense).
(2) These properties together secure a $52,385 conventional fixed rate mortgage
note payable. The principal balance outstanding under the note has been
allocated to these properties proportionately based on each property's 1997
net operating income (equal to total property revenues less property
operating and maintenance expenses, exclusive of depreciation expense).
(3) Acquisition of existing apartment community.
(4) Acquisition of land for development.
(5) Property was substantially renovated following acquisition.
(6) Property was developed by Gables, sold and subsequently reacquired through
foreclosure.
(7) Land subject to a long-term lease.
(8) Represents the year in which construction is expected to be completed.
(9) The development timetable has not yet been determined for these
communities.
Depreciation is calculated on a straight line basis over an estimated useful
life ranging from 19 to 40 years for buildings and improvements and an estimated
useful life ranging from 5 to 10 years for furniture, fixtures and equipment.
A summary of activity for real estate investments and accumulated depreciation
is as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Years ended December 31
-----------------------
1997 1996 1995
---- ---- ----
REAL ESTATE INVESTMENTS:
<S> <C> <C> <C>
Balance, beginning of year ...................................... $ 784,600 $ 591,233 $ 437,782
Additions:
Acquisitions, including renovation expenditures ............... 179,346 128,472 18,727
Development costs incurred, including related land acquisitions 96,551 65,867 131,725
Capital expenditures for completed communities ................ 4,878 3,854 2,999
--------- -------- --------
Total additions ............................................. 280,775 198,193 153,451
Sales ........................................................... (9,147) (4,826) 0
--------- -------- --------
Balance, end of year ............................................ $ 1,056,228 $ 784,600 $ 591,233
========= ======== ========
ACCUMULATED DEPRECIATION:
Balance, beginning of year ...................................... $ 74,903 $ 57,343 $45,010
Depreciation .................................................... 24,655 18,457 12,333
Sales ........................................................... (1,322) (897) 0
-------- ------- ------
Balance, end of year ............................................ $98,236 $ 74,903 $57,343
======== ======= ======
</TABLE>
<PAGE>
Page-1
FORM OF EMPLOYMENT AGREEMENT
----------------------------
EMPLOYMENT AGREEMENT (this "Agreement") made as of the [INSERT DAY] day of
March, 1998 by and between [INSERT NAME] residing at [INSERT ADDRESS]
(hereinafter referred to as "Employee") and Gables Residential Trust, a Maryland
business trust, with a principal place of business at 2859 Paces Ferry Road,
Suite 1450, Atlanta, Georgia 30339 (hereinafter referred to as the "Company").
1. TERM.
----
The term of this Agreement shall commence on January 1, 1998 (the
"Effective Date") and, unless earlier terminated as provided in Paragraph 8
below, shall terminate one (1) year from the Effective Date (the "Original
Term"). The Original Term shall be extended automatically for additional
one-year periods (each a "Renewal Term"), unless notice that this Agreement will
not be extended is given by either party to the other three (3) months prior to
the expiration of the Original Term or any Renewal Term. (The period of
Employee's employment hereunder within the Original Term and any Renewal Terms
is herein referred to as the "Employment Period".)
2. EMPLOYMENT/DUTIES.
-----------------
(a) During the Employment Period, Employee shall be employed in the
business of the Company and its affiliates. Employee shall serve as a corporate
officer with the title of [INSERT TITLE]. Employee's duties and authority shall
be commensurate with his title and position with the Company.
(b) Employee agrees to his employment as described in this Paragraph 2 and
agrees to devote substantially all of his working time and efforts to the
performance of his duties under this Agreement, except as otherwise approved by
the Board of Trustees of the Company (the "Board of Trustees"); provided that,
nothing herein shall be interpreted to preclude Employee from (i) retaining any
preexisting consulting fee contracts relating to and/or minority interests in
multifamily residential apartment properties or (ii) participating as an officer
or director of, or advisor to, any charitable or other tax exempt organization.
(c) In performing his duties hereunder, Employee shall be available for
reasonable travel as the needs of the business require. Employee shall be based
in the [INSERT LOCATION].
3. COMPENSATION/BENEFITS.
---------------------
In consideration of Employee's services hereunder, the Company shall
provide Employee the following:
<PAGE>
Page-2
(a) Base Salary. The Company shall pay Employee an annual salary of [INSERT
SALARY] during the Employment Period ("Base Salary"). Base Salary shall be
payable in accordance with the Company's normal business practices, but in no
event less frequently than monthly. Employee's Base Salary shall be reviewed no
less frequently than annually by the Company and may be increased but not
decreased during the Employment Period.
(b) Bonuses. At the close of each fiscal year, the Company shall review the
performance of the Company and of Employee during the prior fiscal year, and the
Company may provide Employee with additional compensation as a bonus if the
Board of Trustees, or any compensation committee thereof, in its discretion,
determines that Employee's contribution to the Company warrants such additional
payment and the Company's anticipated financial performance for the present
period permits such payment. The bonuses hereunder shall be paid as a lump sum
not later than thirty (30) days after completion of the audit of the Company's
books for the fiscal year, subject to the Employee's right to defer in his sole
discretion pursuant to separate written agreement with the Company. For purposes
of Paragraph 8(c), the bonus paid in respect of any year (i) shall include cash
bonuses paid in respect of such year, unrestricted share grants made in respect
of such year (valued as of the date of grant) and any restricted shares,
whenever granted, which vested entirely or substantially in respect of service
during such year (including, without limitation, restricted shares which vested
on January 1 of the following year) (valued at the date of vesting), but (ii)
shall not include any restricted share grants made in respect of such year
(unless subsequently vested in respect of such year in accordance with the
preceding clause (i)), option grants made in respect of such year or the
exercise of any options during such year.
(c) Medical Insurance/Physical. During the Employment Period, the Company
shall provide to Employee and Employee's immediate family a comprehensive policy
of health insurance. During the Employment Period, Employee shall be entitled to
a comprehensive annual physical performed, at the expense of the Company, by the
physician or medical group of Employee's choosing.
(d) Life Insurance/Disability Insurance. During the Employment Period, the
Company shall, to the extent reasonably available on customary terms and rates,
(i) provide Employee with term life insurance in a face amount equal to
$1,000,000, and (ii) have Employee covered by reasonably comprehensive
disability insurance or, at Employee's election, otherwise reimburse Employee
for the cost of such a policy in an amount not to exceed $5,000 per year;
provided that such $5,000 amount shall be increased as the age of the Employee
increases for any year during the Employment Period as may be necessary to
maintain the same level of insurance as in effect during the first year of the
Employment Period. Employee agrees to submit to such medical examinations as may
be required in order to secure or maintain such policies of insurance.
(e) Vacations. Employee shall be entitled to reasonable paid vacations in
accordance with the then regular procedures of the Company governing executives,
not to exceed four weeks per annum, in the aggregate.
<PAGE>
Page-3
(f) Office/Secretary. During the Employment Period, Employee shall be
entitled to secretarial services and a private office commensurate with his
title and duties.
(g) Stock and Stock Options. Employee shall be entitled to stock options in
an amount to be determined by the Board of Trustees, or any compensation
committee thereof, in its discretion.
(h) Fringe Benefits. During the Employment Period, the Company shall
provide Employee with professional assistance in tax return preparation and
financial planning not to exceed $1,000 per year of the Employment Period.
(i) Other Benefits. During the Employment Period, the Company shall provide
to Employee such other benefits, including the right to participate in such
retirement or pension plans, as are made generally available to employees of the
Company from time to time.
4. AUTOMOBILE.
----------
The Company shall provide Employee with a monthly car allowance of not less
than $500 per month (adjusted annually for inflation by the greater of five
percent or a factor measured by the increase, if any, in the Consumer Price
Index for Wage Earners and Clerical Workers (U.S. City Average: New York, NY)
(1982-84 = 100), as published by the Bureau of Labor Statistics, for the prior
calendar year), provided that, with Employee's consent, the Company may instead
purchase or lease, and maintain insurance on, an automobile of comparable value
for use by Employee during the Employment Period, which automobile Employee
shall operate and maintain, at his own expense, with the same standard of care
Employee applies to his own property and as may be required under any applicable
lease agreement.
5. EXPENSES/INDEMNIFICATION.
------------------------
(a) During the Employment Period, the Company shall reimburse Employee for
the reasonable business expenses incurred by Employee in the course of
performing his duties for the Company hereunder, including but not limited to
expenses incurred in connection with out-of-town business travels and related
cellular phone usage, upon submission of invoices, vouchers or other appropriate
documentation, as may be required in accordance with the policies in effect from
time to time for executive employees of the Company.
(b) To the full extent permitted by law and subject to the Company's
Amended and Restated Declaration of Trust, as amended from time to time, and
Second Amended and Restated By-Laws, as amended from time to time, the Company
shall indemnify Employee with respect to any actions commenced against Employee
in his capacity as an officer or trustee or former officer or trustee of the
Company, or any affiliate thereof for which he may serve in such capacity, and
the Company shall advance on a timely basis any expenses incurred in defending
such actions. The obligation to indemnify hereunder shall survive the
termination of this Agreement. The Company agrees to use its best efforts to
secure and maintain officers and trustees insurance with respect to Employee.
<PAGE>
Page-4
6. EMPLOYER'S AUTHORITY/POLICIES.
------------------------------
Employee agrees to observe and comply with the rules and regulations of the
Company as adopted by the Board of Trustees respecting the performance of his
duties and to carry out and perform orders, directions and policies communicated
to him from time to time by the Board. Employee agrees to abide by the Company's
insider trading policies and procedures and the Company's Code of Ethics, and
agrees to make annual certifications or affirmations to such effect if requested
by the Company.
7. RECORDS/NONDISCLOSURE/COMPANY POLICIES.
--------------------------------------
(a) General. All records, financial statements and similar documents
obtained, reviewed or compiled by Employee in the course of the performance by
him of services for the Company, whether or not confidential information or
trade secrets, shall be the exclusive property of the Company. Employee shall
have no rights in such documents upon any termination of this Agreement.
(b) Confidential Information. Employee will not disclose to any person or
entity (except as required by applicable law, with the Company's consent or in
connection with the performance of his duties and responsibilities hereunder),
or use for his own benefit or gain, any confidential information of the Company
obtained by him incident to his employment with the Company. The term
"confidential information" includes, without limitation, financial information,
business plans, prospects and opportunities which have been discussed or
considered by the management of the Company but does not include any information
which has become part of the public domain by means other than the Employee's
non-observance of his obligations hereunder. This paragraph shall survive the
termination of this Agreement.
8. TERMINATION/SEVERANCE.
---------------------
(a) At-Will Employment. Employee's employment hereunder is "at will" and,
therefore, may be terminated at any time, with or without cause, at the option
of the Company, subject only to the severance obligations under this Paragraph
8. Upon any termination hereunder, the Employment Period shall expire.
(b) Termination by the Company For Good Reason or Voluntarily by Employee.
If (A) Employee is terminated by the Company for Good Reason (as defined in
Paragraph 8(d) below) or (B) if Employee shall voluntarily terminate his
employment hereunder (but other than by reason of a Force Out (as defined in
Paragraph 8(d) below), and other than pursuant to a Change of Control Event (as
defined in Paragraph 8(d) below)), then the Employment Period shall end and
Employee shall be entitled to receive his Base Salary at the rate provided
pursuant to ParagrapH 3(a) for the period up to and including the date on which
such termination shall take effect.
(c) Other Terminations. If (A) Employee's employment is terminated by the
Company without Employee's consent and other than for Good Reason, or (B)
Employee terminates his employment by reason of or at any time following a Force
Out, or (C) Employee's employment is terminated by reason of his death, or (D)
Employee's employment is terminated pursuant to a Change of Control Event,
Employee, or his estate, as the case may be, shall be entitled:
<PAGE>
Page-5
(i) to immediately vest in any outstanding stock options and
grants of restricted shares; and
(ii) to the payment of an amount (the "Severance Amount"), equal
to one times the sum of (x) his Base Salary under
Paragraph 3(a) at the rate then in effect, and (y) the
amount equal to the greater of (1) his bonus received in
respect of the immediately preceding fiscal year under
Paragraph 3(b) or (2) any bonus award that the Board of
Trustees or any committee thereof has approved for any
period that has closed prior to the date of termination but
has not yet been paid.
The Severance Amount shall be paid as a lump sum within fifteen (15) days of
such termination. In the event that any stock option plan or option agreement of
the Company provides terms for the acceleration and/or exercise of options
following a termination of employment that vary from or are otherwise
inconsistent with the foregoing, the Company shall take such actions as may be
necessary to amend such plan or option agreement. Notwithstanding the foregoing,
in the event of a termination by reason of Employee's death, the Severance
Amount shall be zero if the life insurance proceeds payable under
Paragraph (3)(d)(i) equal or exceed $1,000,000. During the remaining term of the
Employment Period (or what would have been the remaining term if Employee's
employment had not been terminated), the Company shall provide Employee with the
benefits described in Paragraph 3(c).
(d) Definitions. For purposes of this Paragraph 8, the following terms
shall have the indicated definitions:
(1) "Change of Control" shall mean the occurrence of any one of the
following events:
(A) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended
(the "Act") (other than the Company, any of its Subsidiaries
(as defined below), any trustee, fiduciary or other person
or entity holding securities under any employee benefit plan
of the Company or any of its Subsidiaries), together with
all "affiliates" and "associates" (as such terms are defined
in Rule 12b-2 under the Act) of such person, shall become
the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities
of the Company representing 40% or more of either (i) the
combined voting power of the Company's then outstanding
securities having the right to vote in an election of the
Board of Trustees ("Voting Securities") or (ii) the then
outstanding common shares of beneficial interest, par value
$.01 per share, of the Company ("Shares") (in either such
case other than as a result of acquisition of securities
directly from the Company); or
<PAGE>
Page-6
(B) persons who, as of the date hereof, constitute the Board of
Trustees (the "Incumbent Trustees") cease for any reason,
including, without limitation, as a result of a tender
offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that
any person becoming a trustee of the Company subsequent to
the date hereof whose election or nomination for election
was approved by a vote of at least a majority of the
Incumbent Trustees or was approved by a nominating committee
of the Board shall, for purposes of this Agreement, be
considered an Incumbent Trustee; or
(C) the shareholders of the Company shall approve (i) any
consolidation or merger of the Company or any Subsidiary
where the shareholders of the Company, immediately prior to
the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own (as such term
is defined in Rule 13d-3 under the Act), directly or
indirectly, shares representing in the aggregate 50% of the
voting shares of the corporation issuing cash or securities
in the consolidation or merger (or of its ultimate parent
corporation, if any), (ii) any sale, lease, exchange or
other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a
single plan) of all or substantially all of the assets of
the Company or (iii) any plan or proposal for the
liquidation or dissolution of the Company;
Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have occurred for purposes of the foregoing clause (A) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
Shares or other Voting Securities outstanding, increases (x) the proportionate
number of Shares beneficially owned by any person to 40% or more of the Shares
then outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to 40% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or other Voting Securities
(other than pursuant to a share split, stock dividend, or similar transaction),
then a "Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (A).
As used in this definition of "Change of Control," the term "Subsidiary"
means Gables Realty Limited Partnership, Central Apartment Management, Inc.,
East Apartment Management, Inc., Gables Central Construction, Inc., and Gables
East Construction, Inc., and any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.
(2) A "Change of Control Event" shall mean any voluntary or
involuntary termination of Employee's employment occurring within six (6)
months following a Change of Control.
<PAGE>
Page-7
(3) A "Force Out" shall be deemed to have occurred in the event of a
material breach by the Company of any obligation under this Agreement,
including but not limited to those under Paragraphs 2 and 3 hereof, or in
the event of a substantial diminution in the duties or responsibilities of
Employee.
(4) "Good Reason" shall mean a finding by the Board of Trustees, that
the Employee has (a) acted with gross negligence or willful misconduct in
connection with the performance of his material duties hereunder, (b)
defaulted in the performance of his material duties hereunder and has not
corrected such action within 15 days of receipt of written notice thereof;
(c) acted against the best interests of the Company or committed a material
act of common law fraud against the Company or its employees, which act in
either event has had a material and adverse impact on the financial affairs
of the Company; (d) been convicted of a felony and such conviction has a
material adverse affect on the interests of the Company; or (e) the
continuing disability of Employee following the expiration of the
Disability Period (as defined in Paragraph 8(e)) under circumstances where
Employee is entitled to benefits payable under the disability insurance
policy of the Company.
(e) Disability. If Employee shall become unable to efficiently perform his
duties hereunder because of any physical or mental disability or illness, he
shall be entitled to his regular compensation until (i) the period of disability
or illness (whether or not the same disability or illness) shall exceed 180
consecutive days during the Employment Period and (ii) the Employee has become
eligible to receive benefits under the applicable disability insurance policy
referred to in Paragraph 3(d)(ii) (the "Disability Period"). This Agreement
thereafter may be terminated by the Company as provided in Paragraph 8(b),
provided that, Employee shall immediately vest in any outstanding options and
stock grants to the same extent as if the termination had been pursuant to
Paragraph 8(c)(C).
(f) Arbitration in the Event of a Dispute Regarding the Nature of
Termination. In the event that the Company terminates Employee's employment for
Good Reason (as defined above), and Employee contends that Good Reason did not
exist, the Company's only obligation shall be to submit such claim to
arbitration before the American Arbitration Association ("AAA"). In such a
proceeding, the only issue before the arbitrator will be whether Employee was in
fact terminated for Good Reason. If the arbitrator determines that Employee was
not terminated for Good Reason, the only remedy that the arbitrator may award is
an amount equal to the Severance Payment specified in Paragraph 8(c), the costs
of arbitration, and Employee's attorneys' fees. If the arbitrator finds that
Employee was terminated for Good Reason, the arbitrator will be without
authority to award Employee anything, and the parties will each be responsible
for their own attorneys' fees, and they will divide the costs of arbitration
equally. Judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. This Paragraph 8(f) shall be specifically
enforceable. Notwithstanding the foregoing, this Paragraph 8(f) shall not
preclude the Company from pursuing a court action for the sole purpose of
obtaining a temporary restraining order or a preliminary injunction in
circumstances in which such relief is appropriate, provided that any other
relief shall be pursued through an arbitration proceeding pursuant to this
Paragraph 8(f).
<PAGE>
Page-8
(g) No Mitigation. Without regard to the reason for the termination of
Employee's employment hereunder, Employee shall be under no obligation to
mitigate damages with respect to such termination under any circumstances and in
the event Employee is employed or receives income from any other source, there
shall be no offset against the amounts due from the Company hereunder.
9. NON-COMPETITION.
---------------
Because Employee's services to the Company are special and because the
Employee has access to the Company's confidential information, Employee
covenants and agrees that if, during the Original Term or any Renewal Term, his
employment is terminated for Good Reason or if he voluntarily terminates his
employment (other than by reason of a Force Out or pursuant to a Change of
Control Event), for a period of twelve months from the date of such termination
he will not, directly or indirectly, either on his own behalf or on behalf of
any business, corporation, partnership, association, agency, or other person or
other entity with which Employee may be associated, or otherwise engage in any
business or undertaking directly competitive with the businesses being carried
on by the Company in respect of any multifamily residential real estate project
undertaken or being considered by the Company at the time of termination without
prior written consent of the Board of Trustees. Restricted activities under this
Paragraph 9 include, but are not limited to, the acquisition, development,
construction, operation, management or leasing of any multifamily residential
real estate project, including contracting or agreeing to do any of the
foregoing or advising or consulting with any person regarding the foregoing.
This Paragraph 9 shall not be interpreted to prevent the Employee from retaining
any interests in multifamily residential apartment properties permitted under
Paragraph 2(b)(i). This Paragraph 9 shall survive the termination of this
Agreement.
10. NON-SOLICITATION.
----------------
During the Original Term or any Renewal Term and for a period of twelve
months from the date of any termination of employment (other than pursuant to a
Change of Control Event), Employee covenants and agrees that Employee (a) will
not, directly or indirectly, solicit or induce any present or future employee of
the Company or any Subsidiary to accept employment with Employee or with any
business, corporation, partnership, association, agency, or other person or
other entity with which Employee may be associated, (b) will not employ or cause
any business, corporation, partnership, association agency, or other person or
entity with which Employee may be associated to employ any present or future
employee of the Company or any Subsidiary without providing the Company with ten
(10) days' prior written notice of such proposed employment and (c) will not,
directly or indirectly, either for himself or for any other business, operation,
corporation, partnership, association, agency, or other person or entity, call
upon, compete for or solicit the third party property owners with whom the
Company or any of its subsidiaries has an existing property management agreement
as of the Effective Date as set forth in any of the schedules to the
Contribution Agreement. This Paragraph 10 shall survive the termination of this
Agreement.
11. LITIGATION AND REGULATORY COOPERATION.
-------------------------------------
During and after the Employee's employment, the Employee shall cooperate
fully with the Company in the defense or prosecution of any claims or actions
now in existence or which may be brought in the future against or on behalf of
the Company which relate to events or occurrences that transpired while the
Employee was employed by the Company. The
<PAGE>
Page-9
Employee's full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During or after the Employee's employment, the
Employee also shall cooperate fully with the Company in connection with any
investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while the Employee was employed by the Company. The Company shall
reimburse the Employee for any reasonable out-of-pocket expenses incurred in
connection with the Employee's performance of obligations pursuant to this
Paragraph 11. This Paragraph 11 shall survive the termination of this Agreement.
If at a time when Employee is no longer employed by the Company he is required
to devote more than one-half (1/2) of a business day to cooperation with the
Company pursuant to this Paragraph 11, the Company shall compensate Employee on
a per diem basis at a daily rate calculated as 1/365th of the Base Salary in
effect pursuant to Paragraph 3(a) as of the time Employee's employment with the
Company terminated.
12. CONFLICTING AGREEMENTS.
-----------------------
Employee hereby represents and warrants that the execution of this
Agreement and the performance of his obligations hereunder will not breach or be
in conflict with any other agreement to which he is a party or is bound, and
that he is not now subject to any covenants against competition or similar
covenants which would affect the performance of his obligations hereunder. The
parties agree that this agreement supersedes and replaces any prior written
employment agreement between the Company and Employee of similar scope and
nature.
13. NOTICES.
-------
Any notice required or permitted hereunder shall be in writing and shall be
deemed sufficient when given by hand or by nationally recognized overnight
courier or by express, registered or certified mail, postage prepaid, return
receipt requested, and addressed to the Company or Employee, as applicable, at
the address indicated above (or to such other address as may be provided by
notice).
14. MISCELLANEOUS.
-------------
This Agreement (i) constitutes the entire agreement between the parties
concerning the subjects hereof and supersedes any and all prior agreements or
understandings, (ii) may not be assigned by Employee without the prior written
consent of the Company, and (iii) may be assigned by the Company and shall be
binding upon, and inure to the benefit of, the Company's successors and assigns.
Headings herein are for convenience of reference only and shall not define,
limit or interpret the contents hereof.
15. AMENDMENT.
---------
This Agreement may be amended, modified or supplemented by the mutual
consent of the parties in writing, but no oral amendment, modification or
supplement shall be effective.
16. SPECIFIC ENFORCEMENT.
---------------------
The provisions of this Agreement are to be specifically enforced if not
performed according to their terms. Without limiting the generality of the
foregoing, the parties acknowledge that the Company would be irreparably damaged
and there would be no adequate remedy at law for Employee's breach of Paragraphs
7, 9 and 10 of this Agreement and, accordingly, Employee hereby consents to the
entry of any temporary restraining
<PAGE>
Page-10
order or preliminary or ex parte injunction, in addition to any other remedies
available at law or in equity, to enforce the provisions thereof. This
Paragraph 14 shall survive the termination of this Agreement.
17. SEVERABILITY.
------------
The provisions of this Agreement are severable. The invalidity of any
provision shall not affect the validity of any other provision.
18. GOVERNING LAW .
-------------
This Agreement shall be construed and regulated in all respects under the
laws of the State of Maryland.
IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.
GABLES RESIDENTIAL TRUST
By: /s/ Marcus E. Bromley
-----------------------------------
Marcus E. Bromley,
Chief Executive Officer
By: [INSERT NAME]
-----------------------------------
Title: [INSERT TITLE]
February 10, 1998
Mr. William M. Hammond
1225 Bent Creek Dr.
Southlake, TX 76092
Dear Bill:
In light of various changes in the operations of Gables Residential Trust
(the "Company"), the Company accepts your resignation effective March 27, 1998.
Based on our review of the facts surrounding your resignation, it has been
determined that the Company will provide you with the separation package
described below. In return for your agreements contained herein, including your
release of certain claims as described below, and subject to your performance of
your obligations under this agreement, the Company agrees, upon execution of
this letter to the following:
(1) The Company will pay you Two Hundred Thirty Thousand and No/100 Dollars
($230,000.00), in one lump sum, which amount represents your 1997 bonus as
well as severance. Such payment will be made to you prior to March 27,
1998. The Company will withhold applicable deductions for state and federal
taxes from this payment.
(2) The Company will continue your car allowance at the current rate through
March 27, 1998.
(3) The Company will continue to make contributions to your 401(k) plan at the
current rate through March 27, 1998.
(4) The Company will continue to provide you all benefits at the current level
through March 27, 1998. Subsequent to March 27, 1998, you will be eligible
to continue to participate in the Company's group health plan pursuant to
COBRA. Such COBRA premiums, to the extent you choose to participate, will
be your financial responsibility.
(5) All stock options issued to you that have not already vested by March 27,
1998 will become vested on March 27, 1998, with the exception of 1,700
unvested stock grants received in 1997 that will expire. You will have
until January 1, 2000 to exercise the following stock options:
<PAGE>
Page-2
- 13,332 incentive share options dated January 26, 1994 at the exercise
price of $22.50.
- 20,334 non-qualified stock options dated January 26, 1994 at the
exercise price of $22.50. (You were originally granted 33,668 options,
and exercised 13,334 in 1997).
- 3,334 non-qualified stock options dated May 16, 1995 at the exercise
price of $20.375. (You were originally granted 10,000 options, and
exercised 6,666 in 1997).
(6) The Company agrees to sell you the office furniture in your office for an
amount to be agreed upon between you and the Company. In the event you
elect to purchase such furniture, you agree that the Company is authorized
to set off such amount against payments due you pursuant to this agreement.
(7) The Company agrees to release you from the terms of the non-competition
provision set forth in Section 9 of the Employment Agreement you entered
into with the Company on January 1, 1997, with the following exceptions:
For a period of one year, beginning March 27, 1998 through March 27,
1999, you agree not to solicitant the following:
Gables' personnel,
Gables' current third party fee clients, and
Gables' Corporate Housing client base.
However, the partial release of the non-competition provision in no way
releases you from your confidentiality obligations as set forth below.
(8) The Company agrees to reimburse you for your reasonable out-of-pocket
expenses associated with your continued work on behalf of the Company
through March 27, 1998.
<PAGE>
Page-3
(9) The Company agrees that should you be sued in your capacity as a former
senior vice president for the Company, that you will be entitled to
coverage under the Director's and Officer's errors and omissions insurance
to the extent applicable and the Company agrees to indemnify you for all
reasonable expenses incurred and any judgments against you in your capacity
as a former director/officer to the extent that the Company, in its
discretion, determines that your actions as a senior vice president were
proper.
In consideration for the Company's agreement to provide you with the
benefits set forth in provisions (1) through (9) above, which you acknowledge to
be good and valid consideration, you voluntarily and knowingly agree as follows:
(a) You agree to cooperate with the Company in the transitioning of
your duties and responsibilities. Beginning February 27, 1998,
you agree that your property management responsibilities will
transition to John Rippel who will assume the direct reporting
responsibility for Vice Presidents Cathy Cabell and Marty Page.
Your Corporate Accommodations responsibilities will transition to
Dennis Rainosek who will assume the direct reporting
responsibility for Pam Wade, Sandra Barfield, Carol Cadriel, and
Lisa Waters. You further agree that you will continue to be
available for work and consultation through March 27, 1998 and
agree to continue to assist in the complete transitioning of your
duties and responsibilities within the Company.
(b) You further agree to cooperate with the Company subsequent to
March 27, 1998 with respect to any ongoing projects that remain
uncompleted at the time of your departure. You further agree to
cooperate with, assist, and provide testimony at the request of
the Company or its attorneys in any currently pending or future
litigation involving the Company.
<PAGE>
Page-4
(c) For all times hereafter, you agree to protect and preserve the
confidentiality of and safeguard the Company's proprietary and/or
confidential information and to not use, directly or indirectly,
for your benefit or for the benefit of another, or disclose to
another, any of the Company's proprietary and/or confidential
information unless disclosures that are deemed confidential to
the Company are required by or pursuant to a court order or the
demands of a public agency. Confidential information will
include, without limitation, information concerning the Company's
financial affairs, strategic plans and objectives, business
plans, proprietary statistics, reports, pricing information,
customer data and contracts except to the extent that the
information is available to the public.
(d) Prior to March 27, 1998, you agree to deliver to the Company all
documents embodying any of the Company's proprietary and/or
confidential information.
(e) Prior to March 27, 1998, you agree to deliver to the Company all
property owned by the Company and in your possession.
As further consideration for the Company's obligations set forth herein,
you voluntarily and knowingly, fully and completely and forever release the
Company and its current or former directors, officers, stockholders, employees,
agents, attorneys and affiliates from any and all claims, actions, demands and
causes of action of whatever kind or character, whether now known or unknown,
that you may have or that you may claim to have against the Company or its
current or former directors, officers, stockholders, employees, agents,
attorneys or affiliates that are in any way connected with your employment with
the Company, your resignation from your position with the Company, or otherwise,
including without limitation any contractual claims of employment or tort claims
you may have or that you may claim to have, wrongful discharge or discrimination
in employment on the basis of race, color, sex, national origin, religion, age
under the Age Discrimination in Employment Act and related laws prohibiting age
discrimination, or disability, if any, you may have, and attorneys fees and
costs, if any, and any and all acts or failure to act in contravention of the
<PAGE>
Page-5
Constitution, statutes or regulations of the United States or the constitution
or regulations of any state or local government including, but not limited to
state or federal securities laws, claims of fraud, breach of fiduciary duty, the
Texas Deceptive Trade Practices Act (or any similar act in any other state), or
the Racketeer Influenced and Corrupt Organizations Act occurring on or before
the effective date of this agreement and release.
In addition, you covenant and agree to keep the terms, conditions and
circumstances of your resignation from the Company, including this letter,
confidential and to not aid, abet, assist or render assistance in any form to
any person or entity pursuing, or that may in the future pursue, any claim
against the Company or its directors, officers, stockholders, employees, agents,
attorneys or affiliates of any nature unless required to do by law.
This letter is intended by you and the Company to be a legally valid and
binding agreement, to be construed in accordance with the laws of the State of
Texas. You and we agree that this letter is not to be construed as an admission
of liability by the Company in any respect, and the Company expressly denies any
liability to you whatsoever. You and we agree that any legal proceedings
instituted hereunder shall be conducted and litigated in the State of Texas and
the parties hereto consent to the jurisdiction and venue in the courts of Dallas
County, Texas. Nothing herein shall in any way limit or abridge the Company's
right to seek injunctive or similar equitable relief for the enforcement of its
rights hereunder. This letter sets forth the entire agreement between you and
the Company and its directors, officers, employees, agents, attorneys and
representatives relating to the separation of your employment from the Company
and fully supersedes any and all prior agreements or understandings between the
parties hereto, including the January 1, 1997 Employment Agreement executed by
you and the Company, pertaining to the subject matter hereof.
Very truly yours,
Gables Residential Trust
By: /s/ John Rippel
------------------------------
John Rippel
President and COO
The law requires that you be advised and you are hereby advised to consult
with an attorney prior to executing this agreement and release. If you accept
the terms of this agreement and release, it must be signed by you and returned
to Mary Cheddie on or before twenty-one (21) days from your receipt of this
agreement and release. After the execution of this agreement and release, you
have a period of seven (7) days in which you may revoke this agreement and
release. Notification of revocation should be in writing and returned to Mary
Cheddie. The effective date of this agreement and release is eight (8) days
after you execute this agreement and release.
I have read and understood the forgoing agreement and release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, agree to its terms, acknowledge receipt
of a copy of same, and the sufficiency of the payments recited therein, and sign
this agreement and release voluntarily.
By: /s/ William M. Hammond
---------------------------
Dated: 2/16/98
---------------------------
FORM OF RESTRICTED SHARE AWARD AGREEMENT
UNDER THE GABLES RESIDENTIAL TRUST SECOND
AMENDED AND RESTATED 1994 SHARE OPTION AND INCENTIVE PLAN
Name of Grantee: [ENTER NAME]
No. of Shares: [ENTER NO. SHARES]
Purchase Price per Share: $.01 (i.e., par value)
Grant Date: February 12, 1998
Final Acceptance Date: April 13, 1998
[60 days after Grant Date]
Pursuant to the Gables Residential Trust Second Amended and Restated 1994
Share Option and Incentive Plan (as the same may be hereafter amended, the
"Plan"), and in accordance with authority granted to the undersigned officer
pursuant to a duly adopted resolution of the Committee (as defined in Section 2
of the Plan), Gables Residential Trust (the "Company") hereby grants a
Restricted Share Award (an "Award") to the Grantee named above.
1. ACCEPTANCE OF AWARD. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by signing and delivering
to the Company a copy of this Award Agreement.
2. ISSUANCE OF SHARES. The Company shall issue the number of Shares set
forth above (the "Shares") promptly after payment by the Grantee to the Company
in cash or by check or other instrument acceptable to the Committee of the
Purchase Price per Share times the number of Shares to be accepted. Upon payment
for Shares by the Grantee, (i) certificates evidencing the Shares that vest
immediately pursuant to Paragraph 4 shall be issued in the name of the Grantee
and delivered to the Grantee, (ii) certificates evidencing the remaining
Restricted Shares, as set forth in Paragraph 3 and Paragraph 4, shall be issued
in the name of the Grantee but delivered to the Company to hold for the benefit
of the Grantee, and (iii) the Grantee's name shall be entered as the shareholder
of record on the books of the Company with respect to all of the Shares.
Thereupon, the Grantee shall have all the rights of a shareholder with respect
to the Shares, including voting and dividend rights, subject, however, to the
restrictions and conditions specified in Paragraph 3 below.
3. RESTRICTIONS AND CONDITIONS
(a) As set forth in Paragraph 4, upon receipt of Shares hereunder,
three-fourths of such Shares shall be Restricted Shares that are subject to the
restrictions set forth in this Paragraph 3. Such shares shall remain Restricted
Shares until such shares vest pursuant to this Paragraph 3 or Paragraph 4. The
balance of such Shares are unrestricted and shall be deemed vested on the date
of issuance.
<PAGE>
Page-2
(b) As set forth in Paragraph 2, the certificates representing the
Restricted Shares shall be held by the Company for the benefit of the Grantee,
until such time that such shares vest pursuant this Paragraph 3 or Paragraph 4.
Upon each such vesting date, the Company shall promptly deliver to the Grantee a
certificate representing the number of Shares that vest as of such date. The
Company may staple or clip a legend to the effect set forth in Exhibit A hereto
to the certificates representing the Restricted Shares while the Company has
possession of such certificates.
(c) Restricted Shares granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee prior
to vesting.
(d) If, prior to vesting of the Restricted Shares granted herein, the
Grantee's employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated, the Company shall have the right to repurchase from
the Grantee or the Grantee's legal representative any unvested Restricted Shares
held by the Company for the benefit of the Grantee at the time of such
termination. Any Restricted Shares so purchased by the Company shall be
purchased for their original purchase price set forth above. The Company must
exercise such right of repurchase by written notice to the Grantee or the
Grantee's legal representative not later than 90 days following such termination
of employment. In the event such right of repurchase is not exercised, all such
Restricted Shares shall vest.
4. VESTING OF RESTRICTED SHARES
(a) Upon issuance of the Shares in accordance with Paragraph 2, [ENTER
NUMBER OF SHARES] of such Shares (such amount being equal to one-fourth of the
total number of Shares granted herein) shall be immediately vested and
unrestricted and the remainder shall be restricted and shall vest in accordance
with the following schedule:
Fraction of Number of
Vesting Date Restricted Shares Vesting Restricted Shares Vesting
- ------------ ------------------------- -------------------------
January 1, 1999 1/4 of Total Shares [ENTER NUMBER]
January 1, 2000 1/4 of Total Shares [ENTER NUMBER]
January 1, 2001 1/4 of Total Shares [ENTER NUMBER]
provided, however, that the Committee may at any time accelerate, waive or,
subject to Section 10 of the Plan, amend the vesting schedule specified in this
Paragraph 4. Subsequent to any Vesting Date or Dates set forth above, the Shares
on which all restrictions and conditions have lapsed shall no longer be deemed
Restricted Shares.
(b) If (i) the Grantee's employment with the Company and its Subsidiaries
is involuntarily terminated due to death or Disability (as defined in Section 1
of the Plan) or (ii) there is a Change of Control of the Company (as defined in
Section 12 of the Plan), any restrictions and conditions on Restricted Shares
shall be deemed waived by the Committee, and such shares shall automatically
become fully vested.
<PAGE>
Page-3
5. DIVIDENDS. Dividends on Restricted Shares shall be paid immediately to
the Grantee.
6. INCORPORATION OF PLAN. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.
7. TRANSFERABILITY. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
8. TAX WITHHOLDING. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any Federal, state and local taxes required by law to be withheld
on account of such taxable event.
9. MISCELLANEOUS
(a) Notice hereunder shall be given to the Company at its principal place
of business, and shall be given to the Grantee at the address set forth below,
or in either case at such other address as one party may subsequently furnish to
the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights with respect
to continuance of employment by the Company or any Subsidiary.
(c) Pursuant to Section 10 of the Plan, the Committee may at any time amend
or cancel any portion of this Award, but no such action may be taken which
adversely affects the Grantee's rights under this Agreement without the
Grantee's consent.
GABLES RESIDENTIAL TRUST
By: /s/ Marcus E. Bromley
--------------------------------
Name: Marcus E. Bromley
Title: Chief Executive Officer
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
<PAGE>
Page-4
Dated: [ENTER DATE] [ENTER NAME]
------------------------------- ----------------------------------
Grantee's Signature
Grantee's Name and Address:
[ENTER INFORMATION]
----------------------------------
----------------------------------
----------------------------------
Receipt of Certificates by Grantee
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
Shares; (date); (initials)
- --------- -------- --------
<PAGE>
Page-5
EXHIBIT A
Legend to be stapled or clipped to certificates representing Restricted Shares
while such shares are in the possession of the Company prior to vesting:
"The Shares represented by the attached certificate are subject to a
Restricted Share Award Agreement between the registered holder thereof and
the issuer and pursuant thereto are subject to forfeiture and restrictions
on transfer. This attachment shall only be removed by a duly authorized
officer of the issuer."
FORWARD TREASURY LOCK AGREEMENT
-------------------------------
Amended on December 17, 1997
-------------------------------
WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer
the fixing of the effective cost to it of its financings based on current
interest rates and J.P. Morgan Securities Inc. ("JPMS"), is willing to enter
into this Forward Treasury Lock Agreement, dated as of September 22, 1997 and
amended on December 17, 1997 to enable Counterparty to do so.
NOW, THEREFORE, Counterparty and JPMS hereby agree as follows:
1. DEFINITIONS: As used in this Agreement, the following terms shall have the
following meanings:
(a) This "Agreement" shall mean this Forward Treasury Lock Agreement.
(b) The "Determination Date" shall mean the day specified below opposite
the term "Determination Date". JPMS may, upon written notice to and
with the consent of Counterparty, change the Determination Date.
Counterparty may also, upon written notice to and with consent of
JPMS, change the Determination Date.
(c) The "Notional Principal" shall mean that amount specified below
opposite the term "Notional Principal".
(d) The "Offer Price" for the Reference Treasury on any day shall mean the
spot "offer" price for the Reference Treasury less JPMS' hedging
costs, expressed as a percentage, all as determined by JPMS in its
reasonable good faith judgment.
(e) The "Payment Amount" on any day shall mean an amount equal to the
product of (i) the difference of the Reference Price minus the Offer
Price for the Reference Treasury on such day multiplied by (ii) the
Notional Principal.
(f) The "Reference Price" for the Reference Treasury shall mean that
price, expressed as a percentage, specified below opposite the term
"Reference Price".
(g) The "Reference Treasury" shall mean the United States Treasury Bill or
Note having the interest rate and maturity specified below opposite
the term "Reference Treasury".
(h) The "Settlement Date" shall mean the day specified below opposite the
term "Settlement Date".
2. PAYMENT: The parties hereto agree that on the Settlement Date a payment
shall be made equal to the Payment Amount on the Determination Date. If the
Payment Amount is a positive number, MGT shall pay the Payment Amount to
Counterparty. If such Payment Amount is a negative number, Counterparty
shall pay the absolute value of such Payment Amount to MGT.
3. DEFAULT; SET-OFF: In the event a party (the "Defaulting Party") shall (i)
fail to make the payment due to Section 2 hereof, or (ii) have an Act of
Insolvency (as defined below) occur in respect of it, the other party (the
"Non-Defaulting Party") shall have the right, without notice or demand of
any kind, to (A) set-off and apply to such Defaulting Party's obligations
all property of the Defaulting Party held by the Non-Defaulting Party and
all liabilities of and amounts owed by the Non-Defaulting Party to the
Defaulting Party, whether matured or unmatured, and whether arising
hereunder or under any other agreement or transaction between the parties,
and (B) in the case of an Act of Insolvency, establish a Determination Date
<PAGE>
Page-2
as of the date of default in which case the Payment Amount shall be
immediately payable. The Defaulting Party shall be liable to the
Non-Defaulting Party for the Payment Amount and the amount of all
reasonable legal and other professional expenses incurred by the
Non-Defaulting Party in connection with or as a consequence of an Event of
Default, together with interest thereon at LIBOR plus 2%.
"Act of Insolvency", with respect to any party, shall mean (i) the
commencement by such party as debtor of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or
the convening of any meeting of creditors for the purpose of commencing any
such case or proceeding or seeking such an appointment or election, (ii)
the commencement of any such case or proceeding against such party, or
another seeking such an appointment or election, or the filing against a
party of an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (a) is consented to or
not timely contested by such party, (b) results in the entry of an order
for relief, such an appointment or election, the issuance of such
protective decree or the entry of an order having a similar effect, or (c)
is not dismissed within 15 days, (iii) the making by a party of a general
assignment for the benefit of creditors, or (iv) the admission in writing
by a party of such party's inability to pay such party's debts as they
become due.
4. NO ASSIGNMENT: The Counterparty may not, without prior written consent of
JPMS, assign, transfer or set over to another, in whole or in part, any or
all of its benefits, rights, duties and obligations under this Agreement,
and any such purported assignment shall be null and void.
5. EARLY TERMINATION BY AGREEMENT: At any time, either party shall have the
right by notice to the other to request that the parties negotiate with
respect to the termination of this Agreement. In such case, the parties
shall promptly negotiate in good faith with respect to an early termination
date and the amount, if any, payable by one party to the other, as the case
may be, in satisfaction for such early termination. Any such early
termination and all terms thereof shall be subject to the mutual agreement
of the parties, and each party shall have complete and unfettered
discretion as to its agreement to a proposed termination.
6. COUNTERPARTS: This Agreement may be executed in counterparts, each of which
will be deemed an original.
7. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and
construed in accordance with the law of the State of New York without
reference to choice of law doctrines. This Agreement, including settlement
and delivery, shall be subject to the rules and regulations of the
appropriate self-regulatory organizations and the federal and state
securities laws.
8. MISCELLANEOUS: This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supercedes all oral communication and prior writings with respect thereto.
No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing and executed by each of the parties or
confirmed by an exchange of any rights, powers, remedies and privileges
provided by law. A failure or delay in exercising any right, power or
privilege will not be presumed to preclude any subsequent or further
exercise of any other right, power or privilege. The headings used in this
Agreement are for convenience of reference only and are not to affect the
construction of or to be taken into consideration in interpreting this
Agreement. Should any part of this Agreement be held void and unenforceable
it shall not affect any other part of this Agreement.
<PAGE>
Page-3
Reference Treasury: 7 7/8% of November 15, 2004
Notional Principal: USD 75,000,000
Agreement Date: September 22, 1997
Amendment Date: December 17, 1997
Determination Date: February 13, 1998
Settlement Date: February 17, 1998
Reference Yield: 6.121%
Reference Price: 109 - 17 3/4
The Office of JPMS for this transaction is:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
For Treasury Lock information only:
Facsimile Transmission Number: (212)-648-5088
Telephone Number: (212) 648-6712
Attention: Bob Candella
If you are in agreement with the foregoing, please complete the signature line
below and return to Bob Candella via facsimile at (212) 648-5088 (Phone: (212)
648-6712).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date specified on the first
page of this Agreement.
Gables Realty Limited Partnership J.P. MORGAN SECURITIES, INC.
By: /s/ Marvin R. Banks, Jr. By: /s/ Jason Manske
-------------------------- ------------------------
Name: Marvin R. Banks, Jr. Name: Jason Manske
Title: Senior Vice President Title: Vice President
Address: 2859 Paces Ferry Rd. Address: 60 Wall Street
Suite 1450 New York, NY 10260
Atlanta, GA 30339
FORWARD TREASURY LOCK AGREEMENT
-------------------------------
Amended on February 11, 1998
-------------------------------
WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer
the fixing of the effective cost to it of its financings based on current
interest rates and J.P. Morgan Securities Inc. ("JPMS"), is willing to enter
into this Forward Treasury Lock Agreement, dated as of September 22, 1997 and
amended on February 11, 1998 to enable Counterparty to do so.
NOW, THEREFORE, Counterparty and JPMS hereby agree as follows:
1. DEFINITIONS: As used in this Agreement, the following terms shall have the
following meanings:
(a) This "Agreement" shall mean this Forward Treasury Lock Agreement.
(b) The "Determination Date" shall mean the day specified below opposite
the term "Determination Date". JPMS may, upon written notice to and
with the consent of Counterparty, change the Determination Date.
Counterparty may also, upon written notice to and with consent of
JPMS, change the Determination Date.
(c) The "Notional Principal" shall mean that amount specified below
opposite the term "Notional Principal".
(d) The "Offer Price" for the Reference Treasury on any day shall mean the
spot "offer" price for the Reference Treasury less JPMS' hedging
costs, expressed as a percentage, all as determined by JPMS in its
reasonable good faith judgment.
(e) The "Payment Amount" on any day shall mean an amount equal to the
product of (i) the difference of the Reference Price minus the Offer
Price for the Reference Treasury on such day multiplied by (ii) the
Notional Principal.
(f) The "Reference Price" for the Reference Treasury shall mean that
price, expressed as a percentage, specified below opposite the term
"Reference Price".
(g) The "Reference Treasury" shall mean the United States Treasury Bill or
Note having the interest rate and maturity specified below opposite
the term "Reference Treasury".
(h) The "Settlement Date" shall mean the day specified below opposite the
term "Settlement Date".
2. PAYMENT: The parties hereto agree that on the Settlement Date a payment
shall be made equal to the Payment Amount on the Determination Date. If the
Payment Amount is a positive number, MGT shall pay the Payment Amount to
Counterparty. If such Payment Amount is a negative number, Counterparty
shall pay the absolute value of such Payment Amount to MGT.
3. DEFAULT; SET-OFF: In the event a party (the "Defaulting Party") shall (i)
fail to make the payment due to Section 2 hereof, or (ii) have an Act of
Insolvency (as defined below) occur in respect of it, the other party (the
"Non-Defaulting Party") shall have the right, without notice or demand of
any kind, to (A) set-off and apply to such Defaulting Party's obligations
all property of the Defaulting Party held by the Non-Defaulting Party and
all liabilities of and amounts owed by the Non-Defaulting Party to the
Defaulting Party, whether matured or unmatured, and whether arising
hereunder or under any other agreement or transaction between the parties,
and (B) in the case of an Act of Insolvency, establish a Determination Date
<PAGE>
Page-2
as of the date of default in which case the Payment Amount shall be
immediately payable. The Defaulting Party shall be liable to the
Non-Defaulting Party for the Payment Amount and the amount of all
reasonable legal and other professional expenses incurred by the
Non-Defaulting Party in connection with or as a consequence of an Event of
Default, together with interest thereon at LIBOR plus 2%.
"Act of Insolvency", with respect to any party, shall mean (i) the
commencement by such party as debtor of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or
the convening of any meeting of creditors for the purpose of commencing any
such case or proceeding or seeking such an appointment or election, (ii)
the commencement of any such case or proceeding against such party, or
another seeking such an appointment or election, or the filing against a
party of an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (a) is consented to or
not timely contested by such party, (b) results in the entry of an order
for relief, such an appointment or election, the issuance of such
protective decree or the entry of an order having a similar effect, or (c)
is not dismissed within 15 days, (iii) the making by a party of a general
assignment for the benefit of creditors, or (iv) the admission in writing
by a party of such party's inability to pay such party's debts as they
become due.
4. NO ASSIGNMENT: The Counterparty may not, without prior written consent of
JPMS, assign, transfer or set over to another, in whole or in part, any or
all of its benefits, rights, duties and obligations under this Agreement,
and any such purported assignment shall be null and void.
5. EARLY TERMINATION BY AGREEMENT: At any time, either party shall have the
right by notice to the other to request that the parties negotiate with
respect to the termination of this Agreement. In such case, the parties
shall promptly negotiate in good faith with respect to an early termination
date and the amount, if any, payable by one party to the other, as the case
may be, in satisfaction for such early termination. Any such early
termination and all terms thereof shall be subject to the mutual agreement
of the parties, and each party shall have complete and unfettered
discretion as to its agreement to a proposed termination.
6. COUNTERPARTS: This Agreement may be executed in counterparts, each of which
will be deemed an original.
7. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and
construed in accordance with the law of the State of New York without
reference to choice of law doctrines. This Agreement, including settlement
and delivery, shall be subject to the rules and regulations of the
appropriate self-regulatory organizations and the federal and state
securities laws.
8. MISCELLANEOUS: This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supercedes all oral communication and prior writings with respect thereto.
No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing and executed by each of the parties or
confirmed by an exchange of any rights, powers, remedies and privileges
provided by law. A failure or delay in exercising any right, power or
privilege will not be presumed to preclude any subsequent or further
exercise of any other right, power or privilege. The headings used in this
Agreement are for convenience of reference only and are not to affect the
construction of or to be taken into consideration in interpreting this
Agreement. Should any part of this Agreement be held void and unenforceable
it shall not affect any other part of this Agreement.
<PAGE>
Page-3
Reference Treasury: 7 7/8% of November 15, 2004
Notional Principal: USD 75,000,000
Agreement Date: September 22, 1997
Amendment Date: February 11, 1998
Determination Date: May 28, 1998
Settlement Date: May 29, 1998
Reference Yield: 6.18099%
Reference Price: 108 - 29
The Office of JPMS for this transaction is:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
For Treasury Lock information only:
Facsimile Transmission Number: (212)-648-5088
Telephone Number: (212) 648-6712
Attention: Bob Candella
If you are in agreement with the foregoing, please complete the signature line
below and return to Bob Candella via facsimile at (212) 648-5088 (Phone: (212)
648-6712).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date specified on the first
page of this Agreement.
Gables Realty Limited Partnership J.P. MORGAN SECURITIES, INC.
By: /s/ Marvin R. Banks, Jr. By: /s/ Reuben Daniels
-------------------------- ------------------------
Name: Marvin R. Banks, Jr. Name: Reuben Daniels
Title: Senior Vice President Title: Vice President
Address: 2859 Paces Ferry Rd. Address: 60 Wall Street
Suite 1450 New York, NY 10260
Atlanta, GA 30339
FORWARD TREASURY LOCK AGREEMENT
-------------------------------
WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer
the fixing of the effective cost to it of its financings based on current
interest rates and J.P. Morgan Securities Inc. ("JPMS"), is willing to enter
into this Forward Treasury Lock Agreement, dated as of December 17, 1997 to
enable Counterparty to do so.
NOW, THEREFORE, Counterparty and JPMS hereby agree as follows:
1. DEFINITIONS: As used in this Agreement, the following terms shall have the
following meanings:
(a) This "Agreement" shall mean this Forward Treasury Lock Agreement.
(b) The "Determination Date" shall mean the day specified below opposite
the term "Determination Date". JPMS may, upon written notice to and
with the consent of Counterparty, change the Determination Date.
Counterparty may also, upon written notice to and with consent of
JPMS, change the Determination Date.
(c) The "Notional Principal" shall mean that amount specified below
opposite the term "Notional Principal".
(d) The "Offer Price" for the Reference Treasury on any day shall mean the
spot "offer" price for the Reference Treasury less JPMS' hedging
costs, expressed as a percentage, all as determined by JPMS in its
reasonable good faith judgment.
(e) The "Payment Amount" on any day shall mean an amount equal to the
product of (i) the difference of the Reference Price minus the Offer
Price for the Reference Treasury on such day multiplied by (ii) the
Notional Principal.
(f) The "Reference Price" for the Reference Treasury shall mean that
price, expressed as a percentage, specified below opposite the term
"Reference Price".
(g) The "Reference Treasury" shall mean the United States Treasury Bill or
Note having the interest rate and maturity specified below opposite
the term "Reference Treasury".
(h) The "Settlement Date" shall mean the day specified below opposite the
term "Settlement Date".
2. PAYMENT: The parties hereto agree that on the Settlement Date a payment
shall be made equal to the Payment Amount on the Determination Date. If the
Payment Amount is a positive number, MGT shall pay the Payment Amount to
Counterparty. If such Payment Amount is a negative number, Counterparty
shall pay the absolute value of such Payment Amount to MGT.
3. DEFAULT; SET-OFF: In the event a party (the "Defaulting Party") shall (i)
fail to make the payment due to Section 2 hereof, or (ii) have an Act of
Insolvency (as defined below) occur in respect of it, the other party (the
"Non-Defaulting Party") shall have the right, without notice or demand of
any kind, to (A) set-off and apply to such Defaulting Party's obligations
all property of the Defaulting Party held by the Non-Defaulting Party and
all liabilities of and amounts owed by the Non-Defaulting Party to the
Defaulting Party, whether matured or unmatured, and whether arising
hereunder or under any other agreement or transaction between the parties,
and (B) in the case of an Act of Insolvency, establish a Determination Date
<PAGE>
Page-2
as of the date of default in which case the Payment Amount shall be
immediately payable. The Defaulting Party shall be liable to the
Non-Defaulting Party for the Payment Amount and the amount of all
reasonable legal and other professional expenses incurred by the
Non-Defaulting Party in connection with or as a consequence of an Event of
Default, together with interest thereon at LIBOR plus 2%.
"Act of Insolvency", with respect to any party, shall mean (i) the
commencement by such party as debtor of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or
the convening of any meeting of creditors for the purpose of commencing any
such case or proceeding or seeking such an appointment or election, (ii)
the commencement of any such case or proceeding against such party, or
another seeking such an appointment or election, or the filing against a
party of an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (a) is consented to or
not timely contested by such party, (b) results in the entry of an order
for relief, such an appointment or election, the issuance of such
protective decree or the entry of an order having a similar effect, or (c)
is not dismissed within 15 days, (iii) the making by a party of a general
assignment for the benefit of creditors, or (iv) the admission in writing
by a party of such party's inability to pay such party's debts as they
become due.
4. NO ASSIGNMENT: The Counterparty may not, without prior written consent of
JPMS, assign, transfer or set over to another, in whole or in part, any or
all of its benefits, rights, duties and obligations under this Agreement,
and any such purported assignment shall be null and void.
5. EARLY TERMINATION BY AGREEMENT: At any time, either party shall have the
right by notice to the other to request that the parties negotiate with
respect to the termination of this Agreement. In such case, the parties
shall promptly negotiate in good faith with respect to an early termination
date and the amount, if any, payable by one party to the other, as the case
may be, in satisfaction for such early termination. Any such early
termination and all terms thereof shall be subject to the mutual agreement
of the parties, and each party shall have complete and unfettered
discretion as to its agreement to a proposed termination.
6. COUNTERPARTS: This Agreement may be executed in counterparts, each of which
will be deemed an original.
7. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and
construed in accordance with the law of the State of New York without
reference to choice of law doctrines. This Agreement, including settlement
and delivery, shall be subject to the rules and regulations of the
appropriate self-regulatory organizations and the federal and state
securities laws.
8. MISCELLANEOUS: This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supercedes all oral communication and prior writings with respect thereto.
No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing and executed by each of the parties or
confirmed by an exchange of any rights, powers, remedies and privileges
provided by law. A failure or delay in exercising any right, power or
privilege will not be presumed to preclude any subsequent or further
exercise of any other right, power or privilege. The headings used in this
Agreement are for convenience of reference only and are not to affect the
construction of or to be taken into consideration in interpreting this
Agreement. Should any part of this Agreement be held void and unenforceable
it shall not affect any other part of this Agreement.
<PAGE>
Page-3
Reference Treasury: 7 1/2% of February 15, 2005
Notional Principal: USD 25,000,000
Agreement Date: December 17, 1997
Determination Date: February 13, 1998
Settlement Date: February 17, 1998
Reference Yield: 5.844%
Reference Price: 109 - 12 5/8
The Office of JPMS for this transaction is:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
For Treasury Lock information only:
Facsimile Transmission Number: (212)-648-5088
Telephone Number: (212) 648-6712
Attention: Bob Candella
If you are in agreement with the foregoing, please complete the signature line
below and return to Bob Candella via facsimile at (212) 648-5088 (Phone: (212)
648-6712).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date specified on the first
page of this Agreement.
Gables Realty Limited Partnership J.P. MORGAN SECURITIES, INC.
By: /s/ Marvin R. Banks, Jr. By: /s/ Jason Manske
-------------------------- ------------------------
Name: Marvin R. Banks, Jr. Name: Jason Manske
Title: Senior Vice President Title: Vice President
Address: 2859 Paces Ferry Rd. Address: 60 Wall Street
Suite 1450 New York, NY 10260
Atlanta, GA 30339
FORWARD TREASURY LOCK AGREEMENT
-------------------------------
Amended on February 11, 1998
-------------------------------
WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer
the fixing of the effective cost to it of its financings based on current
interest rates and J.P. Morgan Securities Inc. ("JPMS"), is willing to enter
into this Forward Treasury Lock Agreement, dated as of December 17, 1997 and
amended on February 11, 1998 to enable Counterparty to do so.
NOW, THEREFORE, Counterparty and JPMS hereby agree as follows:
1. DEFINITIONS: As used in this Agreement, the following terms shall have the
following meanings:
(a) This "Agreement" shall mean this Forward Treasury Lock Agreement.
(b) The "Determination Date" shall mean the day specified below opposite
the term "Determination Date". JPMS may, upon written notice to and
with the consent of Counterparty, change the Determination Date.
Counterparty may also, upon written notice to and with consent of
JPMS, change the Determination Date.
(c) The "Notional Principal" shall mean that amount specified below
opposite the term "Notional Principal".
(d) The "Offer Price" for the Reference Treasury on any day shall mean the
spot "offer" price for the Reference Treasury less JPMS' hedging
costs, expressed as a percentage, all as determined by JPMS in its
reasonable good faith judgment.
(e) The "Payment Amount" on any day shall mean an amount equal to the
product of (i) the difference of the Reference Price minus the Offer
Price for the Reference Treasury on such day multiplied by (ii) the
Notional Principal.
(f) The "Reference Price" for the Reference Treasury shall mean that
price, expressed as a percentage, specified below opposite the term
"Reference Price".
(g) The "Reference Treasury" shall mean the United States Treasury Bill or
Note having the interest rate and maturity specified below opposite
the term "Reference Treasury".
(h) The "Settlement Date" shall mean the day specified below opposite the
term "Settlement Date".
2. PAYMENT: The parties hereto agree that on the Settlement Date a payment
shall be made equal to the Payment Amount on the Determination Date. If the
Payment Amount is a positive number, MGT shall pay the Payment Amount to
Counterparty. If such Payment Amount is a negative number, Counterparty
shall pay the absolute value of such Payment Amount to MGT.
3. DEFAULT; SET-OFF: In the event a party (the "Defaulting Party") shall (i)
fail to make the payment due to Section 2 hereof, or (ii) have an Act of
Insolvency (as defined below) occur in respect of it, the other party (the
"Non-Defaulting Party") shall have the right, without notice or demand of
any kind, to (A) set-off and apply to such Defaulting Party's obligations
all property of the Defaulting Party held by the Non-Defaulting Party and
all liabilities of and amounts owed by the Non-Defaulting Party to the
Defaulting Party, whether matured or unmatured, and whether arising
hereunder or under any other agreement or transaction between the parties,
and (B) in the case of an Act of Insolvency, establish a Determination Date
<PAGE>
Page-2
as of the date of default in which case the Payment Amount shall be
immediately payable. The Defaulting Party shall be liable to the
Non-Defaulting Party for the Payment Amount and the amount of all
reasonable legal and other professional expenses incurred by the
Non-Defaulting Party in connection with or as a consequence of an Event of
Default, together with interest thereon at LIBOR plus 2%.
"Act of Insolvency", with respect to any party, shall mean (i) the
commencement by such party as debtor of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or
the convening of any meeting of creditors for the purpose of commencing any
such case or proceeding or seeking such an appointment or election, (ii)
the commencement of any such case or proceeding against such party, or
another seeking such an appointment or election, or the filing against a
party of an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (a) is consented to or
not timely contested by such party, (b) results in the entry of an order
for relief, such an appointment or election, the issuance of such
protective decree or the entry of an order having a similar effect, or (c)
is not dismissed within 15 days, (iii) the making by a party of a general
assignment for the benefit of creditors, or (iv) the admission in writing
by a party of such party's inability to pay such party's debts as they
become due.
4. NO ASSIGNMENT: The Counterparty may not, without prior written consent of
JPMS, assign, transfer or set over to another, in whole or in part, any or
all of its benefits, rights, duties and obligations under this Agreement,
and any such purported assignment shall be null and void.
5. EARLY TERMINATION BY AGREEMENT: At any time, either party shall have the
right by notice to the other to request that the parties negotiate with
respect to the termination of this Agreement. In such case, the parties
shall promptly negotiate in good faith with respect to an early termination
date and the amount, if any, payable by one party to the other, as the case
may be, in satisfaction for such early termination. Any such early
termination and all terms thereof shall be subject to the mutual agreement
of the parties, and each party shall have complete and unfettered
discretion as to its agreement to a proposed termination.
6. COUNTERPARTS: This Agreement may be executed in counterparts, each of which
will be deemed an original.
7. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and
construed in accordance with the law of the State of New York without
reference to choice of law doctrines. This Agreement, including settlement
and delivery, shall be subject to the rules and regulations of the
appropriate self-regulatory organizations and the federal and state
securities laws.
8. MISCELLANEOUS: This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supercedes all oral communication and prior writings with respect thereto.
No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing and executed by each of the parties or
confirmed by an exchange of any rights, powers, remedies and privileges
provided by law. A failure or delay in exercising any right, power or
privilege will not be presumed to preclude any subsequent or further
exercise of any other right, power or privilege. The headings used in this
Agreement are for convenience of reference only and are not to affect the
construction of or to be taken into consideration in interpreting this
Agreement. Should any part of this Agreement be held void and unenforceable
it shall not affect any other part of this Agreement.
<PAGE>
Page-3
Reference Treasury: 7 1/2% of February 15, 2005
Notional Principal: USD 25,000,000
Agreement Date: December 17, 1997
Amendment Date: February 11, 1998
Determination Date: May 28, 1998
Settlement Date: May 29, 1998
Reference Yield: 5.88499%
Reference Price: 108 - 26 7/8
The Office of JPMS for this transaction is:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
For Treasury Lock information only:
Facsimile Transmission Number: (212)-648-5088
Telephone Number: (212) 648-6712
Attention: Bob Candella
If you are in agreement with the foregoing, please complete the signature line
below and return to Bob Candella via facsimile at (212) 648-5088 (Phone: (212)
648-6712).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date specified on the first
page of this Agreement.
Gables Realty Limited Partnership J.P. MORGAN SECURITIES, INC.
By: /s/ Marvin R. Banks, Jr. By: /s/ Reuben Daniels
-------------------------- ------------------------
Name: Marvin R. Banks, Jr. Name: Reuben Daniels
Title: Senior Vice President Title: Vice President
Address: 2859 Paces Ferry Rd. Address: 60 Wall Street
Suite 1450 New York, NY 10260
Atlanta, GA 30339
SCHEDULE OF SUBSIDIARIES OF GABLES RESIDENTIAL TRUST
Jurisdiction of Other Names Under Which
Subsidiary Organization Subsidiary Does Business
- ---------- ------------ ------------------------
Gables Realty Limited Partnership Delaware None
Gables GP, Inc. Texas None
Central Apartment Management, Texas Gables Residential Services and
Inc. Gables Corporate Accommodations
East Apartment Management, Inc. Georgia Gables Residential Services and
Gables Corporate Accommodations
Gables-Tennessee Properties Tennessee None
Gables Central Construction, Inc. Texas None
Gables East Construction, Inc. Georgia None
Candlewood Gen Par, Inc. Georgia None
Candlewood-Indian Creek Limited Georgia None
Partnership
Pin Oak Green Texas None
Pin Oak Park Apartments Texas None
GRT Villas Gen Par, Georgia None
Inc. (f.k.a. Candle Creek, Inc.)
GRT Villas Limited Partnership Texas None
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 333-00618, 33-83054 and
333-27177) and Form S-3 (File Nos. 33-90032, 33-89000, 333-40, 333-13651,
333-30093 and 333-41999).
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 26, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GABLES RESIDENTIAL TRUST FOR THE YEAR ENDED DECEMBER 31,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 7,677
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,056,228
<DEPRECIATION> 98,236
<TOTAL-ASSETS> 981,167
<CURRENT-LIABILITIES> 0
<BONDS> 435,362
0
115,000
<COMMON> 220
<OTHER-SE> 336,218
<TOTAL-LIABILITY-AND-EQUITY> 981,167
<SALES> 0
<TOTAL-REVENUES> 143,438
<CGS> 0
<TOTAL-COSTS> 81,730
<OTHER-EXPENSES> 1,178
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,305
<INCOME-PRETAX> 36,102
<INCOME-TAX> 0
<INCOME-CONTINUING> 30,491
<DISCONTINUED> 0
<EXTRAORDINARY> 602
<CHANGES> 0
<NET-INCOME> 29,889
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.50
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
FINANCIAL STATEMENTS OF GABLES RESIDENTIAL TRUST AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE RELATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-1-1996 JAN-01-1996
<PERIOD-END> DEC-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 12,815 13,678 36,035
<SECURITIES> 0 0 0
<RECEIVABLES> 21,505 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 0
<PP&E> 784,600 704,762 763,167
<DEPRECIATION> 74,903 64,548 69,508
<TOTAL-ASSETS> 759,660 670,865 745,774
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 390,321 380,547 374,873
0 0 0
0 0 0
<COMMON> 193 161 193
<OTHER-SE> 281,301 216,658 283,746
<TOTAL-LIABILITY-AND-EQUITY> 759,660 670,865 745,774
<SALES> 0 0 0
<TOTAL-REVENUES> 116,181 52,585 84,353
<CGS> 0 0 0
<TOTAL-COSTS> 66,247 30,016 48,142
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 23,036 9,961 16,728
<INCOME-PRETAX> 27,541 12,875 19,880
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 22,901 10,632 16,422
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 520 520 520
<CHANGES> 0 0 0
<NET-INCOME> 22,381 10,112 15,902
<EPS-PRIMARY> 1.33 0.64 1.00
<EPS-DILUTED> 1.32 0.64 0.99
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE RELATED FINANCIAL
STATEMENTS OF GABLES RESIDENTIAL TRUST AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE RELATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 9,067 10,816 10,257
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 0
<PP&E> 821,748 868,605 1,007,520
<DEPRECIATION> 78,803 84,343 90,459
<TOTAL-ASSETS> 766,035 810,892 943,405
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 402,613 447,350 440,728
0 0 0
0 0 115,000
<COMMON> 194 194 202
<OTHER-SE> 282,641 280,552 294,383
<TOTAL-LIABILITY-AND-EQUITY> 766,035 810,892 943,405
<SALES> 0 0 0
<TOTAL-REVENUES> 32,232 65,973 102,866
<CGS> 0 0 0
<TOTAL-COSTS> 18,744 37,965 58,689
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 6,224 12,974 19,227
<INCOME-PRETAX> 12,310 20,235 29,054
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 10,410 17,116 24,576
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 602 602 602
<CHANGES> 0 0 0
<NET-INCOME> 9,808 16,514 23,974
<EPS-PRIMARY> 0.51 0.85 1.23
<EPS-DILUTED> 0.50 0.84 1.22
</TABLE>
