<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________________________
Date of Report (Date of earliest event reported): APRIL 22, 1998
--------------
BAY APARTMENT COMMUNITIES, INC.
(Exact name of Registrant as specified in charter)
MARYLAND 1-12672 77-0404318
------------------------- -------------------------- ----------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
4340 STEVENS CREEK BOULEVARD, SUITE 275, SAN JOSE, CA 95129
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 983-1500
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K of Bay Apartment Communities, Inc. (the
"Company") 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 forward-looking statements contained
herein are statements that involve risks and uncertainties, including, but not
limited to, the demand for apartment homes, the effects of economic conditions,
the impact of competition and competitive pricing, changes in construction
costs, the results of financing efforts, potential acquisitions under agreement,
the effects of the Company's accounting policies and other risks detailed in the
Company's filings with the Securities and Exchange Commission (the
"Commission").
On April 22, 1998, the Company announced its results of operations for the
fiscal quarter ended March 31, 1998. The press release issued by the Company in
connection with such announcement is included herein in Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press release of Bay Apartment Communities, Inc. dated April 22, 1998.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
BAY APARTMENT COMMUNITIES, INC.
Dated: April 22, 1998 By:/s/ Jeffrey B. Van Horn
-------------------------------------
Name: Jeffrey B. Van Horn
Title: Vice President, Chief Financial
Officer, Secretary and Treasurer
3
<PAGE>
Exhibit 99.1
GILBERT M. MEYER
OR
JEFFREY B. VAN HORN
(408) 983-1500
BAY APARTMENT COMMUNITIES REPORTS 17 PERCENT
--------------------------------------------
GROWTH IN FFO PER SHARE
-----------------------
(SAN JOSE, CA), April 22, 1998--Bay Apartment Communities, Inc., (NYSE/PCX
Symbol: BYA), a multifamily real estate company, said Funds From Operations
(FFO) per share on a weighted average, diluted basis increased by approximately
17 percent in the first quarter of 1998 over comparable FFO in the first quarter
of 1997.
For the quarter ended March 31, 1998, Bay reported FFO of $19,736,000, or
$.68 per share on a weighted average, diluted basis, versus FFO of $13,321,000,
or $.58 per share on the same basis, in the first quarter of fiscal 1997. FFO
for the fourth quarter of 1997 was $18,329,000, or $.65 per share.
The company noted that FFO per share for the quarter increased despite a
26.9 percent increase in the weighted average, diluted shares from approximately
23.0 million shares outstanding during the quarter ended March 31, 1997 to
approximately 29.2 million shares outstanding during the quarter ended March 31,
1998.
The increase in weighted average, diluted shares outstanding reflects the
effect of four transactions involving the sale of more than 6.7 million shares
of the company's Common Stock during fiscal 1997.
"We continued to generate excellent financial results, reflecting the
quality of our communities and the strength of our markets," said Gilbert M.
Meyer, chairman and chief executive officer.
-more-
1
<PAGE>
BAY APARTMENT COMMUNITIES REPORTS 17 PERCENT GROWTH IN FFO PER SHARE-2
"Our most significant transaction during the first quarter was the
announcement on March 9, 1998 that Bay had signed a definitive merger agreement
with Avalon Properties, Inc. Under the terms of the proposed merger Avalon will
merge into Bay and Bay will be renamed Avalon Bay Communities, Inc., which will
result in a combined company with a total market capitalization of approximately
$3.7 billion and a portfolio of 140 communities containing more than 40,500
apartment homes. These communities are located in 29 high barrier-to-entry
markets, including all of the ten top apartment markets in the U.S. This
transaction is subject to the approval of the stockholders of both companies,"
he continued.
During the quarter, Bay also completed the sale of $150 million of senior
unsecured notes. This transaction had three tranches: $50 million of the notes
bear interest at 6.25 percent and will mature in five years; $50 million of the
notes bear interest at 6.50 percent and will mature in seven years; and $50
million of the notes bear interest at 6.625 percent and will mature in ten
years. The net proceeds to Bay, after underwriting discounts, commissions and
all other issuance costs, were approximately $148.7 million. The weighted
average, all-in interest rate on the $150 million of senior unsecured notes is
approximately 6.59 percent.
Bay's debt to total market capitalization at March 31, 1998 was
approximately 33.3 percent versus approximately 24.1 percent at March 31, 1997.
The weighted average interest rate on all of Bay's debt at March 31, 1998 was
6.47 percent.
For the first quarter of 1998, Bay reported revenues of $45,385,000 versus
revenues of $26,257,000 for the same period a year ago. Bay's net income for the
first quarter of 1998 was $12,979,000, or $.34 of diluted earnings available per
common share, compared with net income of $7,771,000, or $.33 of diluted
earnings available per common share on the same basis, for the first quarter of
1997.
The company's portfolio-wide physical occupancy at March 31, 1998 was 97.5
percent versus 96.4 percent at December 31, 1997 and 97.7 percent at March 31,
1997. Physical occupancy for those periods excluded apartment communities
undergoing substantial reconstruction and communities under construction and in
lease-up. At March 31, 1998, the company had 16 communities undergoing
substantial reconstruction and five communities under construction, one of
which-Toscana-is in lease-up.
Capitalized expenditures for the quarter were $40 per apartment home-$160
on an annualized basis-or approximately 3.4 percent of same period FFO.
Bay's earnings before interest, income taxes, depreciation and amortization
(EBITDA) on a "same store" basis increased by approximately 11.4 percent in the
first quarter of 1998 over the first quarter of 1997. The EBITDA increase
resulted from a 9.3 percent increase in same store revenues combined with a 3.9
percent increase in expenses.
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BAY APARTMENT COMMUNITIES REPORTS 17 PERCENT GROWTH IN FFO PER SHARE-3
For the quarter ended March 31, 1998, Bay reported dividends as a
percentage of FFO of 61.7 percent versus 71.6 percent in the first quarter of
1997.
During the first quarter of 1998, Bay completed transactions which added
five apartment home communities, totaling 1,228 apartment homes. These
transactions included completion of the previously announced acquisition of two
apartment home communities from The Travelers Insurance Company. On January 7,
1998, Bay announced it had agreed to purchase five apartment home communities in
Southern California from Travelers for a total purchase price of approximately
$132.6 million. Three of the acquisitions closed on December 31, 1997. The
remaining two acquisitions, which closed on January 28, 1998, included the
acquisition of the Amberway Apartments, a 272-apartment home community in
Anaheim, and the Arbor Park Apartments, a 260-apartment home community in
Upland. Bay paid approximately $17.5 million for the Amberway community and
approximately $12.4 million for the Arbor Park community. Bay has redevelopment
and reconstruction programs planned at these communities.
Bay acquired its second community in the Warner Center area in Southern
California with the purchase of Warner Oaks, a 227-apartment home community in
Woodland Hills. Bay paid approximately $20.0 million for Warner Oaks and plans
to invest in a substantial redevelopment and reconstruction program at the
community.
Other acquisitions in the quarter included the Laguna Brisas Apartments, a
176-apartment home community in Laguna Niguel, California. Bay paid
approximately $17.2 million for the community and assumed approximately $10.4
million in variable rate tax-exempt bonds with an all-in interest rate of
approximately 5.37 percent at March 31, 1998. Bay plans to enhance and complete
the redevelopment and reconstruction program at this community already initiated
by the prior owners.
The company also acquired the Cabrillo Square Apartments, a high rise
apartment home community in downtown San Diego containing 293 homes. Bay paid
approximately $22.9 million for the community and plans to invest in a
substantial redevelopment and reconstruction program at the community.
"With these five first quarter 1998 acquisitions, we have greatly enhanced
our presence in Southern California from 14 to 19 communities in highly
desirable markets," noted Meyer.
The company said it also has continued its aggressive redevelopment and
reconstruction programs. Bay began the quarter with reconstruction programs at
19 communities and completed work at two Southern California communities,
Lafayette Place in Costa Mesa and Villa Serena in Rancho Santa Margarita. "Bay
originally spent approximately $25.2 million to purchase these two communities
and invested a total of approximately $10.0 million more for redevelopment and
reconstruction programs. In addition, we initiated reconstruction programs at
Crossbrook and the five communities acquired during the first quarter of 1998,"
said Max L. Gardner, executive vice president and chief operating officer.
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<PAGE>
BAY APARTMENT COMMUNITIES REPORTS 17 PERCENT GROWTH IN FFO PER SHARE-4
At the end of the first quarter of 1998, Bay had 23 communities undergoing
redevelopment and reconstruction programs with total budgeted reconstruction
costs of approximately $149.0 million, most of which will be spent during the
next two years. During the first quarter, Bay had an average of approximately
629 apartment homes under substantial reconstruction and out-of-service and 531
apartment homes out-of-service at the end of the quarter.
Dan Murphy, vice president-development, added that construction at the
company's five communities under development in Northern California are all six
to eight weeks behind schedule due to the heavy rains experienced this winter.
These include Toscana, a planned 710-apartment home community in Sunnyvale;
CentreMark, a planned 311-apartment home community in San Jose; Paseo Alameda, a
planned 305-apartment home community in San Jose; Rosewalk II, a planned second
phase to the company's successful Rosewalk community in San Jose which will
contain 156-apartment homes; and Bay Towers, a planned 226-apartment home
community in the Rincon Hill area of San Francisco.
At Toscana, the company has leased approximately 451 apartment homes, net
of cancellations, with approximately 420 currently occupied. Despite the heavy
rains, the company continues to expect to deliver the first apartment homes at
CentreMark during the third quarter of 1998 and at both the Paseo Alameda and
Rosewalk II communities during the fourth quarter of 1998. Shoring and
foundation work is continuing at Bay Towers.
During the quarter, Bay continued its planning and development activities
for the Mountain View, California land site on which it currently plans to build
at least 200 apartment homes.
In April, the company acquired a 5.05 acre site on The Alameda in downtown
San Jose on which it plans to build, subject to certain governmental approvals,
an apartment home community with up to 288 apartment homes and approximately
8,500 square feet of retail space. Bay paid approximately $4.7 million for the
site, which is located on the major artery running through downtown San Jose.
The property is located two blocks from the Diridon Station, the major
transportation hub for San Jose which serves CalTrain, Amtrak, Greyhound, Santa
Clara Valley Transit Agency (SCVTA) bus and a planned extension of the SCVTA
light rail. The property is within walking distance to downtown San Jose
restaurants, museums, and office buildings and the San Jose Arena, home to the
Sharks, San Jose's National Hockey League team.
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4
<PAGE>
BAY APARTMENT COMMUNITIES REPORTS 17 PERCENT GROWTH IN FFO PER SHARE-5
Bay Apartment Communities is a fully integrated, multifamily real estate
investment trust focused on the acquisition, development, redevelopment,
construction, reconstruction and management of high quality apartment home
communities. The company's portfolio consists of 59 communities containing
16,741 apartment homes, including homes delivered at Toscana, a partially
developed community in Sunnyvale, California. The company's portfolio includes
37 apartment home communities in the San Francisco Bay Area and Northern
California, 19 communities in Southern California and three communities in the
Pacific Northwest. The company also owns five land sites in the San Francisco
Bay Area on which it is building five communities which will contain an
aggregate of approximately 1,216 apartment homes, including the remaining
apartment homes under construction at Toscana. The company also owns two
additional land sites in the San Francisco Bay Area for future development.
This release 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 forward-looking statements
contained in this release are statements that involve risks and uncertainties,
including, but not limited to, the demand for apartment homes, the effects of
economic conditions, the impact of competition and competitive pricing, changes
in construction costs, the results of financing efforts, potential acquisitions
under agreement, the effects of the company's accounting policies and other
risks detailed in the company's filings with the Securities and Exchange
Commission.
# # # #
5
<PAGE>
FINANCIAL AND OPERATIONAL DATA
(UNAUDITED)
For the Quarter Ended
<TABLE>
<CAPTION>
March 31, Dec. 31, Sept. 30, June 30, March 31,
1998 1997 1997 1997 1997
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dollars in thousands, except per share and per unit
RESULTS OF OPERATIONS:
Revenue:
Rental revenue $ 43,666 $ 36,079 $ 31,583 $ 28,817 $ 25,393
Other revenue 1,719 1,179 1,155 963 864
-------------------------------------------------------------------------------------------
Total revenue 45,385 37,258 32,738 29,780 26,257
Expenses:
Property operating 10,344 8,711 7,561 6,772 5,971
Property taxes 3,626 2,899 2,405 2,250 1,914
General and administrative 2,016 1,705 1,718 1,517 1,367
Abandoned project costs 150 40 140 450 80
Interest and financing 6,249 3,752 3,243 3,800 3,317
Depreciation and amortization 9,867 7,957 6,927 6,426 5,699
-------------------------------------------------------------------------------------------
Total expenses 32,252 25,064 21,994 21,215 18,348
-------------------------------------------------------------------------------------------
Income before minority interest 13,133 12,194 10,744 8,565 7,909
Minority interest (154) (155) (91) (86) (138)
-------------------------------------------------------------------------------------------
Net income 12,979 12,039 10,653 8,479 7,771
Preferred dividend requirement:
Series A & B (1,174) (1,174) (1,174) (1,146) (1,146)
Series C & D (2,855) (1,469) (1,222) (149) --
-------------------------------------------------------------------------------------------
Earnings available to common
shares $ 8,950 $ 9,396 $ 8,257 $ 7,184 $ 6,625
Earnings available per common share:(1)
Basic $ 0.34 $ 0.37 $ 0.36 $ 0.33 $ 0.33
Diluted $ 0.34 $ 0.37 $ 0.36 $ 0.33 $ 0.33
FUNDS FROM OPERATIONS (FFO):
FFO(2) $ 19,736 $ 18,329 $ 16,178 $ 14,591 $ 13,321
per share
Basic $ 0.71 $ 0.68 $ 0.66 $ 0.62 $ 0.61
Diluted $ 0.68 $ 0.65 $ 0.63 $ 0.59 $ 0.58
FFO
per share annualized
Basic $ 2.84 $ 2.72 $ 2.64 $ 2.46 $ 2.44
Diluted $ 2.71 $ 2.59 $ 2.51 $ 2.35 $ 2.32
FUNDS AVAILABLE FOR
DISTRIBUTION (FAD):(3) $ 18,829 $ 17,498 $ 15,710 $ 14,072 $ 13,033
FAD per share
Basic $ 0.67 $ 0.65 $ 0.64 $ 0.59 $ 0.59
Diluted $ 0.65 $ 0.62 $ 0.61 $ 0.57 $ 0.57
</TABLE>
<PAGE>
BAY APARTMENT COMMUNITIES, INC.
FINANCIAL AND OPERATIONAL DATA
(UNAUDITED)
For the Quarter Ended
<TABLE>
<CAPTION>
March 31, Dec. 31, Sept. 30, June 30, March 31,
1998 1997 1997 1997 1997
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dollars in thousands, except per share and per unit
FAD
per share annualized
Basic $ 2.70 $ 2.59 $ 2.56 $ 2.37 $ 2.38
Diluted $ 2.58 $ 2.47 $ 2.44 $ 2.27 $ 2.27
DIVIDEND DATA:
Dividends declared per share
Common $ 0.42 $ 0.42 $ 0.42 $ 0.41 $ 0.41
Series A & B preferred $ 0.43 $ 0.43 $ 0.43 $ 0.42 $ 0.42
Dvidends as a percentage of funds
from operations 61.7% 66.2% 72.1% 70.4% 71.6%
Dividends as percentage of FAD 64.7% 69.3% 74.2% 73.1% 73.2%
BALANCE SHEET DATA:
Gross real estate assets $ 1,506,470 $ 1,373,515 $ 1,083,574 $ 927,064 $ 789,226
Total gross assets $ 1,536,226 $ 1,396,681 $ 1,118,907 $ 945,123 $ 807,336
Debt:
Fixed (4) $ 412,791 $ 263,284 $ 249,552 $ 208,753 $ 196,096
Variable 10,400 -- -- 28,435 28,435
-------------------------------------------------------------------------------------------
Subtotal $ 423,191 $ 263,284 $ 249,552 $ 237,188 $ 224,531
Construction debt (5) 182,000 224,200 87,000 40,800 40,200
-------------------------------------------------------------------------------------------
Total debt $ 605,191 $ 487,484 $ 336,552 $ 277,988 $ 264,731
Weighted average interest rate,
all debt 6.47% 6.54% 6.49% 6.53% 6.44%
Weighted average interest rate,
excluding construction debt 6.47% 6.44% 6.37% 6.40% 6.33%
Total debt to total capitalization
at market 33.25% 27.83% 22.42% 22.07% 24.14%
Total debt to book capitalization (6) 39.39% 34.90% 30.08% 29.41% 32.79%
Debt service coverage
before cap. interest(7) 4.32x 5.63x 5.77x 4.66x 4.83x
Debt service coverage
including cap. interest(8) 3.00x 3.51x 3.71x 3.46x 3.73x
Fixed debt as a percentage
of total debt 68.2% 54.0% 74.2% 75.1% 74.1%
Fixed debt as a percentage of total
debt, excluding construction debt 97.5% 100.0% 100.0% 88.0% 87.3%
</TABLE>
<PAGE>
BAY APARTMENT COMMUNITIES, INC.
FINANCIAL AND OPERATIONAL DATA
(UNAUDITED)
For the Quarter Ended
<TABLE>
<CAPTION>
March 31, Dec. 31, Sept. 30, June 30, March 31,
1998 1997 1997 1997 1997
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dollars in thousands, except per share and per unit
OPERATIONAL DATA:
Capital expenditures per unit (9) $ 40 $ 37 $ 23 $ 45 $ 31
Capital expenditures per unit,
annualized $ 160 $ 148 $ 92 $ 179 $ 122
Occupancy at end of period (10) 97.5% 96.4% 97.9% 97.4% 97.7%
Average rent at end of period $ 1,029 $ 1,023 $ 1,039 $ 995 $ 1,014
Number of units 16,669 15,297 12,194 10,544 9,187
Same store revenues (11) $ 20,237 $ 19,876 $ 19,577 $ 19,014 $ 18,522
Same store operating expenses (11) $ 5,508 $ 5,465 $ 5,445 $ 5,391 $ 5,300
Same store EBITDA (11) $ 14,729 $ 14,411 $ 14,132 $ 13,623 $ 13,222
Average same store rent at end
of period (11) $ 1,061 $ 1,047 $ 1,030 $ 1,006 $ 986
Same store occupancy at end of
period (11) 98.3% 97.1% 98.2% 98.0% 97.8%
STOCK DATA:
Common stock price at end of
period $37.1250 $39.0000 $ 39.9375 $ 37.0000 $ 35.8750
Common and convertible preferred
shares outstanding
Common 26,197,865 26,077,518 24,968,136 22,275,002 20,472,785
Convertible preferred stock-
Series A & B 2,713,822 2,713,822 2,713,822 2,713,822 2,713,822
----------------------------------------------------------------------------------------------
Total common and convertible
preferred shares outstanding 28,911,687 28,791,340 27,681,958 24,988,824 23,186,607
Weighted average common and
convertible preferred
shares outstanding
Common 26,172,571 25,258,094 22,745,075 21,824,601 19,997,068
Convertible preferred stock-
Series A & B 2,713,822 2,713,822 2,713,822 2,713,822 2,713,822
Assumed conversion of common
stock equivalents 278,669 324,137 344,473 295,378 279,088
----------------------------------------------------------------------------------------------
Diluted common and convertible
preferred shares outstanding 29,165,062 28,296,053 25,803,370 24,833,801 22,989,978
Series C & D cumulative
preferred stock 5,567,700 5,567,700 2,300,000 2,300,000 --
</TABLE>
<PAGE>
BAY APARTMENT COMMUNITIES, INC.
FINANCIAL AND OPERATIONAL DATA
(UNAUDITED)
(1) The company has adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share," which provides for basic earnings per share to be
computed by dividing income available to common stockholders by the weighted
average number of shares outstanding during the period and diluted earnings per
share computed to reflect the potential dilution that could occur if securities
to issue Common Stock were exercised or converted into Common Stock.
(2) Funds from operations is the definition of FFO adopted in 1995 by the
NAREIT Board of Governors. It represents net income plus all depreciation and
amortization, except depreciation for non-real estate assets and amortization of
recurring financing costs.
(3) Funds available for distribution represents net income plus all
depreciation and amortization less capital expenditures and loan principal
payments.
(4) Fixed debt includes floating rate debt swapped to a long-term fixed rate.
(5) Construction debt includes amounts drawn from the line of credit for
development, redevelopment, construction and reconstruction purposes.
(6) Book capitalization excludes accumulated depreciation.
(7) Debt service coverage represents EBITDA divided by the sum of interest
expense and loan principal amortization payments (excluding balloon payments).
(8) Debt service coverage represents EBITDA divided by the sum of interest
expense, capitalized interest and loan principal amortization payments
(excluding balloon payments).
(9) The company, as a matter of policy, expenses any apartment-related
expenditure less than $5,000. These normally include any expenditure related to
the interior of an apartment. The company typically capitalizes expenditures
such as those for new security gate systems, leasing pavilion reconstruction and
redecorating, roofing repair and replacement, exterior siding repair and
repainting and parking area resurfacing. Capitalized expenditures as described
here exclude major reconstruction costs incurred in conjunction with the
acquisition and repositioning of apartment communities. Such costs are added to
the purchase price of those communities. Capitalized expenditures also exclude
costs such as those expended for construction of new garages or installation of
water conservation devices which almost immediately and permanently either earn
additional revenue or reduce expenses.
(10) Physical occupancy is that at the end of the period indicated.
(11) Same store communities consist of 24 apartment communities comprising a
total of 6,354 apartment homes. These apartment communities include all those
which were owned for all of 1997 and to date during 1998 and to which the
company made no major renovations after January 1, 1997.
<PAGE>
BAY APARTMENT COMMUNITIES, INC.
DEBT ANALYSIS
(UNAUDITED)
March 31, 1998
<TABLE>
<CAPTION>
Details Balance Matures Rate Interest Rate Protection
------- ------- ------- ---- ------------------------
(000's)
<S> <C> <C> <C> <C>
Notes secured by properties:
Tax-exempt variable rate $ 87,720 November 2022- 6.48% (a) Interest rate is fixed until
under interest rate swap June 2025 June 2010.
Tax-exempt variable rate 87,380 November 2007- 5.88% (b) Interest rate is fixed until
under interest rate swap March 2017 March 2004.
Tax-exempt fixed rate 19,782 March 2012 7.87% (a) Interest rate is fixed until
April 2002.
Tax-exempt variable rate 20,660 June 2025 5.80% (a) Interest rate is fixed until
under interest rate swap July 2007.
Tax-exempt variable rate 7,590 June 2025 5.50% (a) Interest rate is fixed until
under interest rate swap September 2002.
Tax-exempt variable rate 10,400 March 2009 5.37% (c)
Fixed rate 12,870 May 2004 7.25%
Fixed rate 11,637 May 2001 7.31%
Fixed rate 14,152 August 2004 7.65%
--------------
Subtotal 272,191
Unsecured notes:
Senior fixed rate notes 50,000 January 2003 6.43% (a)
Senior fixed rate notes 50,000 January 2005 6.63% (a)
Senior fixed rate notes 50,000 January 2008 6.71% (a)
Fixed rate 1,000 July 1999 6.50%
--------------
Subtotal 151,000
Line of credit (d) 182,000 May 2000 LIBOR+0.90%
--------------
Total $ 605,191
==============
- --------------------------------------------------------------------------------
</TABLE>
(a) This rate 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 IPO; if such costs were included, the all-inclusive
effective rate would be 6.30%.
(c) The 5.37% rate represents an all-in financing cost, including amortization
of deferred financing costs. The debt floats in a seven-day put bond mode
with a current interest rate of 3.70%.
(d) The line of credit balance was used for development, redevelopment,
construction and reconstruction purposes.
