<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission File Number 1-12672
BAY APARTMENT COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 77-0404318
(State of Incorporation) (I.R.S. Employer Identification No.)
4340 STEVENS CREEK BLVD., #275, SAN JOSE, CALIFORNIA 95129
(Address of principal executive offices, including zip code)
408-983-1500
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days:
YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Shares Outstanding Date
----- ------------------ ----
<S> <C> <C>
Common, $0.01 par value 18,985,576 August 6, 1996
Preferred, Series A, $.01 2,308,800 August 6, 1996
par value
Preferred, Series B, $.01 405,022 August 6, 1996
par value
</TABLE>
<PAGE> 2
BAY APARTMENT COMMUNITIES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
----
Item 1. Consolidated Financial Statements (unaudited):
<S> <C>
Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 3
Consolidated Statements of Operations for the Quarters ended
June 30, 1996 and 1995 4
Consolidated Statements of Operations for the Six months ended
June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows for the Six months ended
June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7-13
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 14-20
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 21
Item 2: Changes in Securities 21
Item 3: Defaults Upon Senior Securities 21
Item 4: Submission of Matters to a Vote of Security Holders 21
Item 5: Other Information 21
Item 6: Exhibits and Reports on Form 8-K 21-23
Signatures 24
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
BAY APARTMENT COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
(Dollars in thousands, except share and per share data) 1996 1995
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate assets:
Land $ 117,252 $ 97,334
Buildings and improvements 412,599 354,213
Furniture, fixtures and equipment 27,837 23,383
--------- ---------
557,688 474,930
Less accumulated depreciation (42,326) (34,552)
--------- ---------
Operating real estate assets 515,362 440,378
Construction in progress 44,715 23,280
--------- ---------
Net real estate assets 560,077 463,658
Cash and cash equivalents 489 1,677
Other assets, net 10,988 11,855
--------- ---------
TOTAL ASSETS $ 571,554 $ 477,190
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable 275,495 227,801
Accounts payable and accrued expenses 3,567 4,054
Dividends payable 6,339 5,420
Other liabilities 3,909 2,332
--------- ---------
TOTAL LIABILITIES 289,310 239,607
--------- ---------
Contingencies (Note 4) -- --
Shareholders' equity:
Preferred stock, $.01 par value; 25,000,000 shares authorized;
2,308,800 shares of Series A outstanding at both June 30, 1996
and December 31, 1995; 405,022 shares of Series B outstanding
at June 30, 1996 and no shares outstanding at December 31, 1995 27 23
Common stock, $.01 par value; 40,000,000 shares authorized;
13,226,851 shares outstanding at June 30, 1996;
11,544,287 shares outstanding at December 31, 1995 132 115
Paid-in capital 300,953 251,163
Dividends in excess of accumulated earnings (18,868) (13,718)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 282,244 237,583
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 571,554 $ 477,190
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
BAY APARTMENT COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter ended Quarter ended
June 30, June 30,
(Dollars in thousands, except per share data) 1996 1995
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 17,906 $ 12,544
Other 487 303
Gain on sale -- 2,412
----------- -----------
Total revenues 18,393 15,259
----------- -----------
Expenses:
Property operating 4,108 2,858
Property taxes 1,465 1,073
General and administrative 864 612
Interest and financing 3,635 2,991
Depreciation and amortization 4,226 3,301
----------- -----------
Total expenses 14,298 10,835
----------- -----------
Income before minority interest and
extraordinary item 4,095 4,424
Minority interest 12 5
----------- -----------
Income before extraordinary item 4,083 4,419
Extraordinary item 511 --
----------- -----------
Net income $ 3,572 $ 4,419
=========== ===========
Earnings per common share:
Income before extraordinary item $ 0.24 $ 0.38
Extraordinary item 0.04 --
----------- -----------
Earnings available for common stock $ 0.20 $ 0.38
=========== ===========
Dividends declared per common share $ 0.40 $ 0.39
=========== ===========
Weighted average shares outstanding 12,529,399 11,544,287
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
BAY APARTMENT COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
ended ended
(Dollars in thousands, except per share data) June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Revenues:
Rental $ 34,000 $ 23,978
Other 865 719
Gain on sale -- 2,412
----------- -----------
Total revenues 34,865 27,109
----------- -----------
Expenses:
Property operating 7,845 5,586
Property taxes 2,687 2,036
General and administrative 1,724 1,106
Interest and financing 7,107 5,473
Depreciation and amortization 8,197 6,561
----------- -----------
Total expenses 27,560 20,762
----------- -----------
Income before minority interest and
extraordinary item 7,305 6,347
Minority interest 27 8
----------- -----------
Income before extraordinary item 7,278 6,339
Extraordinary item 511 --
----------- -----------
Net income $ 6,767 $ 6,339
=========== ===========
Earnings per common share:
Income before extraordinary item $ 0.43 $ 0.55
Extraordinary item 0.04 --
----------- -----------
Earnings available for common stock $ 0.39 $ 0.55
=========== ===========
Dividends declared per common share $ 0.80 $ 0.77
=========== ===========
Weighted average shares outstanding 12,038,680 11,544,287
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
BAY APARTMENT COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
ended ended
(Dollars in thousands) June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,767 $ 6,339
Gain on sale -- (2,412)
Noncash expenses included in net income:
Depreciation and amortization 8,197 6,561
Minority interest in net income 27 8
Extraordinary item 511 --
Cash provided by (used for) operating assets and liabilities:
Restricted cash -- 1,000
Other assets (99) (3,832)
Accounts payable and accrued expenses (487) (2,876)
Other liabilities 1,577 159
--------- ---------
Net cash provided by operating activities 16,493 4,947
--------- ---------
Cash flows from investing activities:
Proceeds from sale, net -- 17,487
Capital expenditures (414) (295)
Acquisition of properties (53,628) (13,244)
Construction-in-progress (50,151) (17,666)
--------- ---------
Net cash (used for) investing activities (104,193) (13,718)
--------- ---------
Cash flows from financing activities:
Proceeds from stock offerings, net of offering costs 49,481 --
Proceeds from exercise of stock options 330 --
Borrowings on notes payable -- 13,119
Deferred financing costs paid 32 --
Notes payable principal payments (176) (133)
Borrowings on construction notes payable 20 --
Borrowings on lines of credit 98,864 31,428
Repayments on lines of credit (51,014) (30,163)
Partner and minority interest distributions (34) (28)
Dividends paid (10,991) (8,774)
--------- ---------
Net cash provided by financing activities 86,512 5,449
--------- ---------
Decrease in cash and cash equivalents (1,188) (3,322)
Cash and cash equivalents, beginning of period 1,677 4,698
--------- ---------
Cash and cash equivalents, end of period $ 489 $ 1,376
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 7,772 $ 5,473
========= =========
Supplemental disclosures of noncash
investing and financing activities:
Noncash transfers of construction-in-progress $ 28,716 $ 20,749
========= =========
Assumption of notes payable by the Company $ -- $ 10,651
========= =========
Dividends declared but not paid $ 6,339 $ 4,502
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
6
<PAGE> 7
BAY APARTMENT COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Organization and Initial Public Offering
Bay Apartment Communities, Inc. (the "Company") was formed in 1978 to
develop, lease and manage upscale apartment communities. Before March 17, 1994,
the Company was a part of the Greenbriar Group which consisted of Bay Apartment
Communities, Inc. and certain affiliated entities. The Greenbriar Group included
one land parcel held for future development, 12 apartment communities
transferred to the Company in the reorganization transactions and the
partnerships that held 11 of these apartment communities. The Greenbriar Group
became Bay Apartment Communities, Inc. as a result of certain reorganization
transactions in connection with the sale of shares of common stock in an initial
public offering. Also included in this reorganization was the combination of
building and management affiliates into the Company. The Company is a
self-administered and self-managed real estate investment trust ("REIT") which
acquires, builds, owns and manages apartment communities primarily in Northern
California. At June 30, 1996, the Company owned 27 apartment communities,
comprising 7,093 apartment homes.
On March 17, 1994 the Company completed its initial public offering of
10,889,742 shares of common stock, and received $199,998 in net proceeds (the
"Initial Offering"). The net proceeds were used to pay off mortgage debt,
purchase five apartment communities, purchase outside partners' partnership
interests, and pay debt origination costs (primarily legal fees). In October,
1995, the Company issued 2,308,800 shares of Series A preferred stock for a net
amount of approximately $48,269 (the "Private Placement"). The proceeds were
used to purchase land for future construction, pay off and close a construction
loan and pay down debt on credit lines which were subsequently drawn on to
purchase apartment communities. In May, 1996, the Company issued 1,248,191
shares of common stock in a direct placement and 413,223 shares of common stock
and 405,022 shares of Series B preferred stock in an underwritten offering
(collectively, the "Direct Placement"), and received approximately $49,481 in
net proceeds. The proceeds were used to purchase three communities, Park Centre,
Parkside Commons, and Sunset Towers, and repay borrowings on a secured credit
facility. Both secured credit facilities were subsequently closed, resulting in
the write-off of unamortized loan and non-use fees, which was recorded as an
extraordinary item.
The interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in conjunction with the Rules and Regulations of the Securities
and Exchange Commission ("SEC"). Certain information and footnote disclosures
normally included in financial statements required by generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the period ended December 31, 1995. The results of
operations for the quarter ended June 30, 1996 are not necessarily indicative of
the operating results for the full year. Management believes that the
disclosures are adequate to make the information presented not misleading. In
the opinion of management, all adjustments and eliminations, consisting only of
normal, recurring adjustments necessary for a fair presentation of the financial
statements for the interim periods have been included.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
7
<PAGE> 8
Operating Real Estate Assets
Subsequent to occupancy, significant expenditures, generally exceeding
$5, which improve or extend the life of the asset are capitalized. The operating
real estate assets are stated at cost and consist of land, buildings and
improvements, furniture, fixtures and equipment, and other costs incurred during
development and construction.
Apartment homes available for occupancy are generally leased on a
one-year or less basis. Rental income and operating costs incurred during the
initial lease-up period are fully recognized as they accrue.
Capitalization of Costs During Development
Cost capitalization during development of constructed assets (including
interest, property taxes and other direct and indirect costs) begins when active
development commences and ends when the asset is delivered and a certificate of
occupancy is issued.
Depreciation
Depreciation is calculated on operating real estate assets using the
straight-line method over their estimated useful lives, which range from ten to
thirty years. Furniture, fixtures and equipment are generally depreciated using
the straight-line method over their estimated useful lives, which range from
five to seven years.
Income Taxes
The Company has elected to be taxed as a REIT under the Internal
Revenue Code of 1986, as amended, beginning with the tax year which ended
December 31, 1994. A corporate REIT is a legal entity which holds real estate
interests and through certain levels of payments of dividends to shareholders
and other criteria, is permitted to reduce or avoid the payment of federal and
state income taxes at the corporate level. As a result, the Company will not be
subject to federal and state income taxation at the corporate level if certain
requirements are met. Accordingly, no provision for federal and state income
taxes has been made.
Deferred Financing Costs
Included in other assets, net are costs associated with obtaining debt
financing and credit enhancements. Such costs are being amortized over the term
of the associated debt or credit enhancement.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with
an original maturity of three months or less from the date acquired. Interest
income amounted to $31 and $39 for the quarters ended June 30, 1996 and 1995,
respectively.
Earnings per Share
Earnings per share with respect to the Company for the quarters ended
June 30, 1996 and 1995 is computed based upon the weighted average number of
common shares outstanding during the period plus (in periods where they have a
dilutive effect) the net additional number of shares which would be issuable
upon the exercise of stock options assuming that the Company used the proceeds
received to repurchase outstanding shares at market prices.
Additionally, other potentially dilutive securities, which may not
qualify as common stock equivalents, are considered when calculating earnings
per share on a primary and fully diluted basis. No such securities were
outstanding during the quarter ended June 30, 1995, and the assumed conversion
of such securities during the quarter ended June 30, 1996, results in an
antidilutive effect; therefore, earnings per share presentation on a primary and
fully diluted basis is unnecessary. Earnings per share is net of the preferred
dividends declared for the period, which were $1,048 and $2,000 for the quarter
ended and six months ended June 30, 1996, respectively. No preferred stock was
outstanding during the six months ended June 30, 1995.
8
<PAGE> 9
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 amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Concentration of Geographic Risk
Primarily all of the Company's apartment communities are located in
Northern California and most are located in the San Francisco Bay Area. This
geographic concentration could expose the Company to a significant loss should
one event affect the entire area such as an economic downturn, an earthquake or
other environmental event.
Financial Instruments
The Company enters into interest rate swap agreements (the "Swap
Agreements"), with parties whose credit ratings by Standard and Poor's Ratings
Group are AAA to limit the Company's exposure should interest rates rise above
specified levels. The Swap Agreements are held for purposes other than trading.
The amortization of the cost of the Swap Agreements is included in amortization
expense. The remaining unamortized cost of the Swap Agreements is included as
"Other Assets" on the balance sheet.
Newly Issued Accounting Standards
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS 123"), was issued. This
statement requires the fair value of stock options and other stock-based
compensation issued to employees to be either included as compensation expense
in the income statement, or the pro forma effect on net income and earnings per
share of such compensation expense to be disclosed in the footnotes to the
Company's financial statements commencing in 1996. The Company expects to adopt
SFAS 123 on a disclosure basis only. As such, implementation of SFAS 123 is not
expected to impact the Company's consolidated balance sheet or income statement.
2. INTEREST CAPITALIZED
Interest costs associated with projects under development aggregating
$492 for the quarter ended June 30, 1996 and $1,145 for the quarter ended June
30, 1995 have been capitalized.
9
<PAGE> 10
3. NOTES PAYABLE
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------- ------------
<S> <C> <C>
Tax-exempt variable rate under interest rate swaps:
Foxchase I and II and Fairway Glen are encumbered by first deeds of trust which
collateralize three housing bond issues maturing November 1, 2007. The Company
has entered into an interest rate swap agreement with a financial institution
under which the interest rate is fixed until March, 2004 at a total of 5.88%,
interest only. The bonds contain covenants which require 20% of the units to be
leased or held available for lease to low or moderate income families. $35,980 $35,980
Waterford and Villa Mariposa are encumbered by first deeds of trust which
collateralize two housing bond issues. The Company has entered into an interest
rate swap agreement with a financial institution under which the interest rate
is fixed until March, 2004 at a total of 5.88%, interest only. Such bonds
require monthly payments of interest only and mature on August 1, 2014 and March
1, 2017, respectively. The bonds contain covenants which require 20% of the
units to be leased or held available for lease to low or moderate income
families. 51,400 51,400
Barrington Hills is encumbered by a first deed of trust which collateralizes
housing bond issues maturing June 15, 2025, fully amortizing over the term. The
Company has entered into an interest rate swap agreement under which the
interest rate is fixed until June, 2010 at an effective rate of 6.48% including
the amortization of financing costs. The bonds contain covenants which require
20% of the units to be leased or held available for lease to low or moderate
income families. 13,413 13,482
Crossbrook is encumbered by a first deed of trust which collateralizes housing
bond issues maturing June 15, 2025, fully amortizing over the term. The Company
has entered into an interest rate swap agreement under which the interest rate
is fixed until June, 2010 at an effective rate of 6.48% including the
amortization of financing costs. The bonds contain covenants which require 20%
of the units to be leased or held available for lease to low or moderate income
families. 8,622 8,667
Rivershore is encumbered by a first deed of trust which collateralizes housing
bond issues maturing November 15, 2022, fully amortizing over the term. The
Company has entered into an interest rate swap agreement under which the
interest rate is fixed until June, 2010 at an effective rate of 6.48% including
the amortization of financing costs. The bonds contain covenants which require
20% of the units to be leased or held available for lease to low or moderate
income families. 10,510 10,572
Canyon Creek is encumbered by a first deed of trust which collateralizes housing
bond issues maturing June 15, 2025, fully amortizing over the term. The Company
has entered into an interest rate swap agreement under which the interest rate
is fixed until June, 2010 at an effective rate of 6.48% including the
amortization of financing costs. The bonds contain convenants which require 20%
of the units to be leased or held available for lease to low or moderate
income families. 38,800 38,800
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------- ------------
<S> <C> <C>
Sea Ridge is encumbered by a first deed of trust which collateralizes housing
bond issues maturing June 15, 2025, fully amortizing over the term. The Company
has entered into an interest rate swap agreement under which the interest rate
is fixed until June, 2010 at an effective rate of 6.48% including the
amortization of financing costs. The bonds contain convenants which require 20%
of the units to be leased or held available for lease to low or moderate income
families. 17,600 17,600
City Heights is encumbered by a first deed of trust which collateralizes housing
bond issues maturing March 1, 2018. Interest only payments are required monthly
at a variable rate set weekly by the remarketing agent (6.32% at June 30, 1996
and 6.81% at December 31, 1995) including the amortization of financing costs.
The bonds contain convenants which require 20% of the units to be leased or held
available for lease to low or moderate income families. This bond has been
placed with an institutional investor who has the right to require the Company
to repurchase the bond in September, 1996. The Company has the right to repurchase
the bond in 1996. 20,800 20,800
------- -------
Subtotal 197,125 197,301
------- -------
Construction note payable with an aggregate amount available of $25,500 bearing
interest at LIBOR plus 2.15%. This note is collateralized by a first deed of
trust on the Rosewalk at Waterford Park property. 20 --
------- -------
Subtotal 20 --
------- -------
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------- ------------
<S> <C> <C>
Credit Lines:
Line of credit with an aggregate amount available of $80,000 maturing December,
1996 and collateralized by the Sommerset and Regatta Bay communities. This line
bears interest at the 30-day LIBOR rate plus 2.25%. Interest only payments are
required monthly. Based on the assets pledged as collateral, there was $18,062
available under this line at December 31, 1995. This line was closed in May,
1996. -- --
Line of credit with an aggregate amount available of $47,000 maturing December,
1997 and collateralized by the Hampton Place and Carriage Square communities.
This line bears interest at the prime rate or various LIBOR maturities plus
1.60%. This line was closed in May, 1996. -- 30,500
Unsecured line of credit with an aggregate amount available of $150,000
maturing May, 1999. This line bears interest at the LIBOR rate plus 1.55%. 78,350 --
-------- --------
Subtotal 78,350 30,500
-------- --------
Total Notes Payable $275,495 $227,801
======== ========
</TABLE>
Principal payments on outstanding notes payable as of June 30, 1996 are due as
follows:
<TABLE>
<S> <C>
1996 $ 20,982
1997 792
1998 1,114
1999 79,546
2000 1,284
Thereafter 171,777
--------
$275,495
========
</TABLE>
4. CONTINGENCIES
The Company is 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 the Company.
12
<PAGE> 13
5. SUBSEQUENT EVENTS
In July, 1996, the Company obtained earthquake insurance, both for
physical damage and lost revenues, with respect to the apartment communities.
For any single occurrence, the Company self-insures the first $20 million of
loss and has in place $25 million of coverage above this amount with a 20%
deductible. In addition, the Company's general liability and property casualty
insurance provides coverage for personal liability and fire damage. In the event
that an uninsured disaster or a loss in excess of insured limits were to occur,
the Company could lose its capital invested in the affected apartment community,
as well as anticipated future revenues from such apartment community, and would
continue to be obligated to repay any mortgage indebtedness or other obligations
related to the apartment community. Any such loss could materially and adversely
affect the business of the Company, its financial condition, and results of
operations.
In July and August, 1996, the Company purchased the following six
apartment communities, including three in Southern California, for a total
purchase price of $116,470, primarily funded by draws on the unsecured line of
credit and the underwritten public offering described below.
<TABLE>
<CAPTION>
Apartment Purchase
Community Date Acquired Homes Price
--------- ------------- ----- -----
<S> <C> <C> <C>
Countrybrook July 12, 1996 360 $28,800
San Jose, CA
Villa Marguerite July 19, 1996 166 10,100
Mission Viejo, CA
The Fountains July 26, 1996 226 27,750
San Jose, CA
Mill Creek July 26, 1996 258 17,500
Costa Mesa, CA
Channing Heights August 7, 1996 254 24,830
San Rafael, CA
Martinique Gardens August 7, 1996 145 7,490
Costa Mesa, CA
</TABLE>
On August 5, 1996, the Company completed an underwritten public
offering of 5,750,000 shares of common stock and received $134,100 in net
proceeds after all anticipated issuance costs. The net proceeds were used to
purchase the two apartment communities acquired after the closing of the
offering and to repay amounts borrowed under the unsecured line of credit,
including amounts borrowed to purchase the four apartment communities acquired
prior to the closing of the offering.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Form 10-Q contains forward-looking statements, including, without
limitation, statements relating to development activities of the Company, within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although the Company believes that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, the Company's actual results and performance of
development communities could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include general economic conditions, local real estate conditions, construction
delays due to unavailability of materials, weather conditions or other delays
and those factors discussed below in this Form 10-Q.
RESULTS OF OPERATIONS
The following discussion sets forth historical results of operations
for the Company for the quarters ended June 30, 1996 and 1995. The following
table outlines the communities acquired or leased-up during 1995 and 1996:
<TABLE>
<CAPTION>
1995 ACQUISITION 1995 DEVELOPMENT
COMMUNITIES COMMUNITIES
----------- -----------
COMMUNITY DATE ACQUIRED COMMUNITY STATUS
- --------- ------------- --------- ------
<S> <C> <C> <C>
Sea Ridge February 17, 1995 (a) Carriage Square (b)
Rivershore April 28, 1995 Canyon Creek (c)
City Heights October 19, 1995
Promenade October 25, 1995
The Pointe December 12, 1995
<CAPTION>
1996 ACQUISITION 1996 DEVELOPMENT
COMMUNITIES COMMUNITIES
----------- -----------
COMMUNITY DATE ACQUIRED COMMUNITY STATUS
- --------- ------------- --------- ------
<S> <C> <C> <C>
Park Centre May 15, 1996 Rosewalk Lease-up (d)
Parkside Commons May 15, 1996 Lawrence Exprway. Site (e)
Sunset Towers May 22, 1996 Stevens Creek Blvd. Site (f)
</TABLE>
The 1995 and 1996 Acquisition Communities and the 1995 and 1996
Development Communities are collectively termed the "Acquisition Communities."
(a) Under significant renovation commencing July 1995, and under lease-up
in 1996.
(b) Occupancy commenced in January, 1995, and operations stabilized in
October, 1995.
(c) Occupancy commenced in April, 1995, and operations stabilized in
December, 1995.
(d) Lease-up commenced in June, 1996, and occupancy is expected to commence
in August, 1996, and operations are expected to be stabilized in June,
1997.
(e) Purchased on May 16, 1996, and occupancy is expected to commence in
June, 1997, and operations are expected to be stabilized in December,
1998.
(f) Purchased on April 26, 1996, and occupancy is expected to commence in
March, 1998, and operations are expected to be stabilized in December,
1998.
14
<PAGE> 15
There are risks associated with the Company's development and
construction activities which include: the abandonment of development and
acquisition opportunities explored by the Company; construction costs of a
community may exceed original estimates due to increased materials, labor or
other expenses, which could make completion of the community uneconomical;
occupancy rates and rents at a newly completed community are dependent on a
number of factors, including market and general economic conditions, and may not
be sufficient to make the community profitable; financing may not be available
on favorable terms for the development of a community; and construction and
lease-up may not be completed on schedule, resulting in increased debt service
expense and construction costs. Development activities are also subject to risks
relating to the inability to obtain, or delays in obtaining, all necessary
zoning, land-use, building, occupancy, and other required governmental permits
and authorizations. The occurrence of any of the events described above could
adversely affect the Company's ability to achieve its projected yields on
communities under development or reconstruction and could prevent the Company
from making expected distributions.
Acquisitions entail risks that investments will fail to perform in
accordance with expectations and that judgments with respect to the costs of
improvements to bring an acquired community up to standards established for the
market position intended for that community will prove inaccurate, as well as
general investment risks associated with any new real estate investment.
Although the Company undertakes an evaluation of the physical condition of each
new community before it is acquired, certain defects or necessary repairs may
not be detected until after the community is acquired, which could significantly
increase the Company's total acquisition costs.
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1996 TO THE THREE MONTHS ENDED
JUNE 30, 1995.
The Company's results of operations are summarized as follows for the quarters
ended June 30, 1996 and 1995:
<TABLE>
<CAPTION>
For the quarter
ended June 30,
-----------------
1996 1995 $-Change %-Change
------- ------- -------- --------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Revenues:
Rental $17,906 $12,544 $ 5,362 42.7%
Other 487 303 184 60.7%
Gain on sale -- 2,412 (2,412) N/A
------- ------- -------
Total revenues 18,393 15,259 3,134 20.5%
------- ------- -------
Expenses:
Property operating 4,108 2,858 1,250 43.7%
Property taxes 1,465 1,073 392 36.5%
General and administrative 864 612 252 41.2%
Interest and financing 3,635 2,991 644 21.5%
Depreciation and amortization 4,226 3,301 925 28.0%
------- ------- -------
Total expenses 14,298 10,835 3,463 32.0%
------- ------- -------
Income before minority interest
and extraordinary item 4,095 4,424 (329) (7.4)%
Minority interest 12 5 7 140.0%
Extraordinary item 511 -- 511 N/A
------- ------- -------
Net income $ 3,572 $ 4,419 $ (847) (19.2)%
======= ======= =======
</TABLE>
15
<PAGE> 16
Revenues from rental property increased due largely to the addition of
the Acquisition Communities. These properties contributed $6,072 for the quarter
ended June 30, 1996, whereas they only added $1,430 for the quarter ended June
30, 1995. Other income also increased primarily due to the addition of the
Acquisition Communities.
Property operating expense increased largely as a result of the
addition of the Acquisition Communities. Of the $1,250 increase, $891 was
attributable to the Acquisition Communities, offset in part by the sale of
Larkspur Woods during 1995. In addition, property taxes increased primarily due
to the Acquisition Communities.
General and administrative costs increased for the quarter ended June
30, 1996 as compared with the quarter ended June 30, 1995, primarily due to the
growth in employee-related costs needed to manage the Acquisition Communities
and the additional activities associated with them. The 1996 and 1995 amounts
are net of $470 and $204, respectively, of allocated indirect project costs
capitalized to construction projects, representing approximately 35% and 25% of
total general and administrative expense for the quarters ended June 30, 1996
and 1995, respectively.
Interest and financing expense increased for the quarter ended June 30,
1996 as compared to the quarter ended June 30, 1995 due to higher balances of
debt and related interest expense on the Acquisition Communities, offset in part
by a lower overall cost of funds.
Depreciation and amortization expense increased due to the addition of
the Acquisition Communities.
THE COMPANY'S RESULTS OF PROPERTY OPERATIONS (EARNINGS BEFORE INTEREST, TAXES
AND DEPRECIATION - "EBITDA") ON A "SAME STORE" BASIS (SEE NOTE 1) IS SUMMARIZED
BELOW FOR THE QUARTERS ENDED JUNE 30, 1996 AND 1995:
<TABLE>
<CAPTION>
For the three months (1)
ended June 30,
------------------------
1996 1995 $-Change %-Change
---------- ---------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues $9,576 $8,585 $991(2) 11.5%
Expenses 2,866 2,500 366(3) 14.6%
------ ------ ----
EBITDA $6,710 $6,085 $625 10.3%
====== ====== ====
</TABLE>
(1) Includes the communities owned upon the Initial Offering and four
acquisitions comprising a total of 3,330 apartment homes.
(2) Same Store revenues increased due to rental increases of $718, vacancy
reductions of $247, concession reductions of $25 and a net other income
increase of $1.
(3) Same Store expenses increased primarily due to increases in management
and administrative costs, utilities, and turnover costs offset in part
by reductions in marketing and advertising costs.
16
<PAGE> 17
LIQUIDITY AND CAPITAL RESOURCES
In May, 1996, the Company replaced both its $80 million secured credit
facility and its $47 million secured credit facility (the "Credit Facilities")
with a $150 million unsecured line of credit (the "Unsecured Line of Credit").
The Unsecured Line of Credit matures in May, 1999, and bears interest at the
LIBOR rate plus 1.55%.
The Company has considered its short-term liquidity needs and
anticipates that these needs will be fully funded from cash flows provided by
operating activities. The Company believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service requirements
and the distributions required to maintain the Company's REIT qualification
under the Internal Revenue Code of 1986, as amended.
The Company expects to fund certain committed construction, acquisition
and rehabilitation projects with a combination of working capital, the Unsecured
Line of Credit and the Rosewalk construction loan. The Company intends to use
available working capital first and available proceeds under its Unsecured Line
of Credit and the Rosewalk construction loan second.
The Company's debt is summarized as follows:
<TABLE>
<CAPTION>
Interest Rate
Balance Available Matures Rate Protection
------- --------- ------- ---- -------------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Tax-exempt variable rate
under interest rate swap $ 88,945 $ -- November, 2022 - 6.48%(a) Interest rate is
June, 2025 fixed until June, 2010.
Tax-exempt variable rate
under interest rate swap 87,380 -- November, 2007 - 5.88%(b) Interest rate is
March, 2017 fixed until March, 2004.
Tax-exempt variable rate 20,800 -- March, 2018 6.32%(c)
-------- --------
Subtotal 197,125 --
$150,000 Unsecured
Line of Credit 78,350 71,650 May, 1999 Libor + 1.55%(d)
Rosewalk
Construction loan 20 25,480 October, 1997 Libor + 2.15%
-------- --------
Total $275,495 $ 97,130
======== ========
</TABLE>
(a) The 6.48% represents an all-in financing cost including amortization of
deferred financing costs.
(b) The 5.88% rate excludes the amortization of financing costs paid by the
sponsor prior to the Initial Offering; if such costs were included, the
all-in inclusive effective rate would be 6.30%.
(c) The 6.32% rate includes amortization of all deferred financing costs.
The Company has the right to repurchase these bonds in 1996.
(d) The Unsecured Line of Credit balance includes amounts drawn for
development and construction purposes totalling $42.2 million.
17
<PAGE> 18
The Company anticipates that its cash flow and cash available from the
Rosewalk construction loan and the Unsecured Line of Credit will be adequate to
meet its liquidity requirements for the foreseeable future. The Company
anticipates that dividends will be paid from Funds from Operations.
Net cash provided by operations for the six months ended June 30, 1996
increased to $16,493 from $4,947 for the six months ended June 30, 1995,
primarily due to higher net income and non-cash charges to net income from the
addition of the Acquisition Communities and increases in short-term liability
balances. Additionally, less net cash was used for other asset purchases during
the six months ended June 30, 1996 than the six months ended June 30, 1995.
Net cash used for investing activities was $104,193 and $13,718 for the
six months ended June 30, 1996 and 1995, respectively. This increase reflects
the expenditures for the purchases of the Park Centre, Parkside Commons, and
Sunset Towers communities, as well as the purchases of the Lawrence Expressway
Site and the Stevens Creek Boulevard Site. Additionally, there were net
increases in amounts used to complete the Rosewalk community, as well as other
refurbishment projects.
Net cash provided by financing activities was $86,512 and $5,449 for
the six months ended June 30, 1996 and 1995, respectively. The net cash provided
from financing activities in 1996 reflects primarily borrowings on the lines of
credit and net proceeds from the Direct Placement less dividends paid.
INFLATION
Substantially all of the leases at the Company's apartment communities
are for a term of one year or less, which will enable the Company to counter the
adverse effects of inflation by increasing rents upon renewal of existing leases
or commencement of new leases. However, these short-term leases permit a
resident to leave at the end of the lease term at minimal cost to the resident.
FUNDS FROM OPERATIONS
AND FUNDS AVAILABLE FOR DISTRIBUTION
Many industry analysts consider Funds from Operations an appropriate
measure of performance of an equity REIT. Funds from Operations ("FFO") as
defined by the National Association of Real Estate Investment Trusts ("NAREIT"),
means net income (or loss) (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. This definition was revised by
NAREIT effective for periods after 1995 to exclude the add-back of non-real
estate depreciation and the amortization of recurring deferred financing costs
("FFO-revised definition"). The Company believes that in order to facilitate a
clear understanding of the historical operating results, FFO and FFO-revised
definition should be examined in conjunction with net income (loss) as presented
in the financial statements. FFO and FFO-revised definition should not be
considered as a substitute for net income (loss) as a measure of results of
operations or for cash flow from operations as a measure of liquidity.
For the quarter ended June 30, 1996, FFO-revised definition increased
from $5,095 to $8,179 from the quarter ended June 30, 1995. This increase is
primarily due to higher net income and depreciation add-back due to the addition
of the Acquisition Properties.
18
<PAGE> 19
Funds from Operations and Funds Available for Distribution for the
quarters ended June 30, 1996, March 31, 1996, December 31, 1995, September 30,
1995, and June 30, 1995 are summarized as follows:
CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION
<TABLE>
<CAPTION>
Quarter Ended:
June 30, March 31, December 31, September 30, June 30,
1996 1996 1995 1995 1995
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Net income $ 3,572 $ 3,195 $ 3,000 $ 2,121 $ 4,419
Depreciation - real estate assets 4,008 3,692 3,380 3,044 2,965
Gain on sale -- -- -- -- (2,412)
Non-recurring adjustments to net income:
Extraordinary item 511 -- -- -- --
Amortization of non-recurring costs,
primarily legal, from the issuance
of tax-exempt bonds(1) 88 95 152 122 123
------------ ------------ ------------ ------------ ------------
Subtotal - FFO
revised definition(2) 8,179 6,982 6,532 5,287 5,095
Recurring adjustments to net income:
Amortization of origination fees
on Credit Facilities(3) 48 111 159 152 150
Amortization of credit
enhancement costs(4) 38 38 38 38 38
Depreciation - non-real estate assets 38 35 36 32 25
------------ ------------ ------------ ------------ ------------
Subtotal-FFO $ 8,303 $ 7,166 $ 6,765 $ 5,509 $ 5,308
Capital improvements(5) (252) (162) (241) (157) (154)
Loan principal payments (88) (88) (72) (94) (71)
------------ ------------ ------------ ------------ ------------
Funds Available for Distribution ("FAD") $ 7,963 $ 6,916 $ 6,452 $ 5,258 $ 5,083
============ ============ ============ ============ ============
Weighted average shares outstanding(6) 15,205,997 13,969,068 13,927,603 11,544,287 11,544,287
============ ============ ============ ============ ============
</TABLE>
(1) Represents the amortization of pre-1986 bond issuance costs carried
forward to the Company, under the pooling of interest method of
accounting, and costs associated with the reissuance of tax-exempt
bonds incurred prior to the Initial Offering in order to preserve the
tax-exempt status of the bonds at the Initial Offering.
(2) FFO before recurring amortization represents the revised definition of
FFO adopted by the NAREIT Board of Governors for periods after 1995.
(3) Represents origination fees and costs incurred at the initial setup of
the Credit Facilities. Such costs are amortized over the life of the
respective Credit Facilities. These Credit Facilities were closed in
May, 1996, and the unamortized loan fees were recorded as an
extraordinary item.
19
<PAGE> 20
(4) Represents origination fees and costs incurred at the initial setup of
the credit enhancements used for the issuance of tax-exempt bonds. Such
costs are amortized over the life of the respective credit
enhancements.
(5) Capital Improvements represents amounts expended at the Original
Communities and 1994 Acquisition Communities. A breakdown of
expenditures is as follows:
<TABLE>
<CAPTION>
Total Per Unit
Quarter ended Quarter ended
June 30, 1996 June 30, 1996
------------- -------------
(in 000s)
<S> <C> <C>
Leasing pavilion rehabilitation $ 79 $ 11
Gate installations 39 6
Appliance additions 31 4
Exterior painting 27 4
Other capital improvements 76 11
----- -----
Total Capital Improvements $ 252 $ 36
===== =====
</TABLE>
Appliance additions represents primarily the acquisition of
washer/dryer units for apartments which generate additional rental and
other income. Capital expenditures on the Acquisition Communities are
excluded as such costs were budgeted as part of the original
acquisition price. The per unit calculation for the quarter is based on
the ending number of units in the portfolio on June 30, 1996.
(6) The weighted average shares outstanding shown differs from the weighted
average shares outstanding for the purpose of calculating earnings per
share because the conversion of preferred stock is antidilutive for
calculating earnings per share, but dilutive for the purposes of
calculating per share amounts of FFO and FFO-revised definition.
20
<PAGE> 21
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None
Item 2: Changes in Securities
None
Item 3: Defaults Upon Senior Securities
None
Item 4: Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 1, 1996. The
shareholders voted to elect Gilbert M. Meyer, Geoffrey L. Baker, Bruce
A. Choate, Brenda J. Mixson, Thomas H. Nielsen, Max L. Gardner and John
J. Healy, Jr. to serve as directors of the Company until the 1997
Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified.
9,567,028 votes were cast for, and 13,420 votes were withheld from the
election of Mr. Meyer.
9,566,528 votes were cast for, and 13,920 votes were withheld from the
election of Mr. Baker.
9,567,028 votes were cast for, and 13,420 votes were withheld from the
election of Mr. Choate.
9,567,028 votes were cast for, and 13,420 votes were withheld from the
election of Ms. Mixson.
9,567,028 votes were cast for, and 13,420 votes were withheld from the
election of Mr. Nielsen.
9,567,028 votes were cast for, and 13,420 votes were withheld from the
election of Mr. Gardner.
9,566,028 votes were cast for, and 14,420 votes were withheld from the
election of Mr. Healy.
The shareholders also voted to ratify the Board of Directors'
appointment of Coopers & Lybrand LLP to serve as independent
accountants for the Company for the fiscal year ending December 31,
1996. 9,546,238 votes were cast in favor of this proposal, 2,290 votes
were cast against it, and 15,020 votes abstained. No broker non-votes
were recorded.
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
(A) Exhibits
Index to Exhibits
Exhibit No. Description
3(i).1 Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3(i).1 to Form 8-B of
Bay Apartment Communities, Inc. dated June 8, 1995).
3(i).2 Forms of Articles Supplementary of the Company. (Incorporated
by reference to Exhibit 3(i).1 to Form 8-K of Bay Apartment
Communities, Inc. dated September 25, 1995).
21
<PAGE> 22
3(i).3 Articles Supplementary relating to the Series B Preferred
Stock of the Company. (Incorporated by reference to Exhibit
3(i).1 to Form 8-K of Bay Apartment Communities, Inc. dated
May 6, 1996.)
10.1 Stock Purchase Agreement, dated as of May 6, 1996, by and
between the Company and PaineWebber Incorporated.
(Incorporated by reference to Exhibit 10.1 to Form 8-K of Bay
Apartment Communities, Inc. dated May 6, 1996.)
10.2 Placement Agent Agreement, dated as of May 6, 1996, by and
between the Company and PaineWebber Incorporated.
(Incorporated by reference to Exhibit 10.2 to Form 8-K of Bay
Apartment Communities, Inc. dated May 6, 1996).
10.3 Purchase and Sale Agreement and Escrow Instructions, dated as
of March 22, 1996, by and between K. Philip Hwang and C. Gemma
Hwang and the Company. (Incorporated by reference to Exhibit
10.1 to Form 8-K/A of Bay Apartment Communities, Inc. dated
May 23, 1996).
10.4 Purchase and Sale Agreement and Escrow Instructions, dated as
of April 24, 1996, by and between TCR #706 Parkside Limited
Partnership and the Company. (Incorporated by reference to
Exhibit 10.2 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
10.5 Purchase and Sale Agreement and Escrow Instructions, dated as
of April 20, 1996, by and between Consolidated Sunset Limited
Partnership and the Company. (Incorporated by reference to
Exhibit 10.3 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
10.6 Revolving Loan Agreement, dated as of May 8, 1996, among the
Company as Borrower, Union Bank of Switzerland (New York
Branch) as Co-Agent and Bank, and Union Bank of Switzerland
(New York Branch) as Administrative Agent. (Incorporated by
reference to Exhibit 10.4 to Form 8-K/A of Bay Apartment
Communities, Inc. dated May 23, 1996).
10.7 Form of Agreement of Limited Partnership of Bay Countrybrook,
L.P., by and among, Bay GP, Inc., the Company and certain
other defined Persons. (Incorporated by reference to Exhibit
10.5 to Form 8-K/A of Bay Apartment Communities, Inc. dated
May 23, 1996).
10.8 Agreement to Contribute, dated as of March 27, 1996, by and
between Countrybrook of Berryessa Associates and the Company.
(Incorporated by reference to Exhibit 10.6 to Form 8-K/A of
Bay Apartment Communities, Inc. dated May 23, 1996).
23.1 Independent Accountants Consent. (Incorporated by reference to
Exhibit 23.1 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
27.1 Financial Data Schedule
99.1 Press Release of the Company. (Incorporated by reference to
Exhibit 99.1 to Form 8-K of Bay Apartment Communities, Inc.
dated May 6, 1996).
(B) Reports on Form 8-K
1. Form 8-K of the Company, dated May 6, 1996, relating to the
sale of 405,022 shares of newly issued Series B Preferred
Stock and 1,661,414 shares of Common Stock.
2. Form 8-K of the Company, dated May 23, 1996, relating to the
acquisition of the Park Centre, Parkside Commons and Sunset
Towers apartment home communities financed through draws from
the Company's Unsecured Line of Credit with the Union Bank of
Switzerland.
22
<PAGE> 23
3. Form 8-K/A of the Company, dated May 23, 1996, relating to the
acquisition of the Park Centre, Parkside Commons and Sunset
Towers apartment home communities financed through draws from
the Company's Unsecured Line of Credit with the Union Bank of
Switzerland, and contracts to acquire the Countrybrook and
Villa Marguerite apartment home communities. This Form 8-K/A
included Financial Statements under Rule 3-14 of Regulation
S-X, Financial Statements of Businesses Acquired, Pro Forma
Financial Statements and Pro Forma Financial Information.
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BAY APARTMENT COMMUNITIES, INC.
Date: August 9, 1996 /s/ Gilbert M. Meyer
--------------------
President and Chairman of the Board
Date: August 9, 1996 /s/ Jeffrey B. Van Horn
-----------------------
Chief Financial Officer
(authorized Officer of the Registrant
and Principal Financial Officer)
24
<PAGE> 25
INDEX TO EXHIBITS
Exhibit No. Description
3(i).1 Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3(i).1 to Form 8-B of
Bay Apartment Communities, Inc. dated June 8, 1995).
3(i).2 Forms of Articles Supplementary of the Company. (Incorporated
by reference to Exhibit 3(i).1 to Form 8-K of Bay Apartment
Communities, Inc. dated September 25, 1995).
3(i).3 Articles Supplementary relating to the Series B Preferred
Stock of the Company. (Incorporated by reference to Exhibit
3(i).1 to Form 8-K of Bay Apartment Communities, Inc. dated
May 6, 1996.)
10.1 Stock Purchase Agreement, dated as of May 6, 1996, by and
between the Company and PaineWebber Incorporated.
(Incorporated by reference to Exhibit 10.1 to Form 8-K of Bay
Apartment Communities, Inc. dated May 6, 1996.)
10.2 Placement Agent Agreement, dated as of May 6, 1996, by and
between the Company and PaineWebber Incorporated.
(Incorporated by reference to Exhibit 10.2 to Form 8-K of Bay
Apartment Communities, Inc. dated May 6, 1996).
10.3 Purchase and Sale Agreement and Escrow Instructions, dated as
of March 22, 1996, by and between K. Philip Hwang and C. Gemma
Hwang and the Company. (Incorporated by reference to Exhibit
10.1 to Form 8-K/A of Bay Apartment Communities, Inc. dated
May 23, 1996).
10.4 Purchase and Sale Agreement and Escrow Instructions, dated as
of April 24, 1996, by and between TCR #706 Parkside Limited
Partnership and the Company. (Incorporated by reference to
Exhibit 10.2 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
10.5 Purchase and Sale Agreement and Escrow Instructions, dated as
of April 20, 1996, by and between Consolidated Sunset Limited
Partnership and the Company. (Incorporated by reference to
Exhibit 10.3 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
10.6 Revolving Loan Agreement, dated as of May 8, 1996, among the
Company as Borrower, Union Bank of Switzerland (New York
Branch) as Co-Agent and Bank, and Union Bank of Switzerland
(New York Branch) as Administrative Agent. (Incorporated by
reference to Exhibit 10.4 to Form 8-K/A of Bay Apartment
Communities, Inc. dated May 23, 1996).
10.7 Form of Agreement of Limited Partnership of Bay Countrybrook,
L.P., by and among, Bay GP, Inc., the Company and certain
other defined Persons. (Incorporated by reference to Exhibit
10.5 to Form 8-K/A of Bay Apartment Communities, Inc. dated
May 23, 1996).
10.8 Agreement to Contribute, dated as of March 27, 1996, by and
between Countrybrook of Berryessa Associates and the Company.
(Incorporated by reference to Exhibit 10.6 to Form 8-K/A of
Bay Apartment Communities, Inc. dated May 23, 1996).
23.1 Independent Accountants Consent. (Incorporated by reference to
Exhibit 23.1 to Form 8-K/A of Bay Apartment Communities, Inc.
dated May 23, 1996).
27.1 Financial Data Schedule
99.1 Press Release of the Company. (Incorporated by reference to
Exhibit 99.1 to Form 8-K of Bay Apartment Communities, Inc.
dated May 6, 1996).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH SECOND QUARTER FILING ON FORM 10-Q FOR THE QUARTER
ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 489
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,988
<PP&E> 602,403
<DEPRECIATION> 42,326
<TOTAL-ASSETS> 571,554
<CURRENT-LIABILITIES> 13,815
<BONDS> 275,495
0
27
<COMMON> 132
<OTHER-SE> 282,085
<TOTAL-LIABILITY-AND-EQUITY> 571,554
<SALES> 34,000
<TOTAL-REVENUES> 34,865
<CGS> 0
<TOTAL-COSTS> 20,480
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,107
<INCOME-PRETAX> 7,278
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,278
<DISCONTINUED> 0
<EXTRAORDINARY> 511
<CHANGES> 0
<NET-INCOME> 6,767
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
