UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12762 MID-AMERICA APARTMENT COMMUNITIES, INC. (Exact Name of Registrant as Specified in Charter) TENNESSEE 62-1543819 (State of Incorporation) (I.R.S. Employer Identification Number) 6584 POPLAR AVENUE, SUITE 340 MEMPHIS, TENNESSEE 38138 (Address of principal executive offices) (901) 682-6600 Registrant's telephone number, including area code (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Number of Shares Outstanding Class at April 17, 2000 ----- ----------------- Common Stock, $.01 par value 17,658,232 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2000 (Unaudited) and December 31, 1999 Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 (Unaudited) Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 (Unaudited) Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures Mid-America Apartment Communities, Inc. Consolidated Balance Sheets March 31, 2000 (Unaudited) and December 31, 1999 (Dollars in thousands) 2000 1999 ---- ---- Assets: Real estate assets: Land $ 120,467 $ 119,823 Buildings and improvements 1,176,754 1,172,780 Furniture, fixtures and equipment 28,090 28,238 Construction in progress 59,826 58,840 - ------------------------------------------------------------------------------ 1,385,137 1,379,681 Less accumulated depreciation (156,211) (146,611) - ------------------------------------------------------------------------------ 1,228,926 1,233,070 Land held for future development 1,712 1,710 Commercial properties, net 5,164 5,217 Investment in and advances to real estate joint venture 8,018 8,054 - ------------------------------------------------------------------------------ Real estate assets, net 1,243,820 1,248,051 Cash and cash equivalents 18,270 14,092 Restricted cash 13,180 12,537 Deferred financing costs, net 9,986 10,272 Other assets 13,287 13,871 - ------------------------------------------------------------------------------ Total assets $1,298,543 $1,298,823 ============================================================================== Liabilities and Shareholders' Equity: Liabilities: Notes payable $ 754,475 $ 744,238 Accounts payable 1,401 2,122 Accrued expenses and other liabilities 21,301 23,199 Security deposits 4,727 4,739 Deferred gain on disposition of properties 4,525 4,581 - ------------------------------------------------------------------------------ Total liabilities and deferred gain 786,429 778,879 Minority interest 54,805 56,060 Shareholders' equity: Preferred stock, $.01 par value, 20,000,000 shares authorized, $173,470,750 or $25 per share liquidation preference: 2,000,000 shares at 9.5% Series A Cumulative 20 20 1,938,830 shares at 8.875% Series B Cumulative 19 19 2,000,000 shares at 9.375% Series C Cumulative 20 20 1,000,000 shares at 9.5% Series E Cumulative 10 10 Common stock, $.01 par value (authorized 50,000,000 shares; issued 17,662,199 and 17,971,960 shares March 31, 2000 and December 31, 1999, respectively) 176 180 Additional paid-in capital 555,423 562,547 Other (1,276) (1,053) Accumulated distributions in excess of net income (96,795) (89,869) Treasury stock at cost, 12,800 and 355,900, shares at March 31, 2000 and December 31, 1999, respectively (288) (7,990) - ------------------------------------------------------------------------------ Total shareholders' equity 457,309 463,884 - ------------------------------------------------------------------------------ Total liabilities and shareholders' equity $1,298,543 $1,298,823 ============================================================================== See accompanying notes to consolidated financial statements. Mid-America Apartment Communities, Inc. Consolidated Statements of Operations Three months ended March 31, 2000 and 1999 (Dollars in thousands except per share data) (Unaudited) 2000 1999 ---- ---- Revenues: Rental $54,492 $56,182 Other 777 661 Management and development income, net 180 246 Equity in earnings (loss) of real estate joint venture (41) 21 - ------------------------------------------------------------------------------- Total revenues 55,408 57,110 - ------------------------------------------------------------------------------- Expenses: Personnel 5,869 6,482 Building repairs and maintenance 2,272 2,380 Real estate taxes and insurance 6,319 6,083 Utilities 1,949 2,432 Landscaping 1,431 1,411 Other operating 2,474 2,462 Depreciation and amortization 13,459 12,516 General and administrative 3,780 3,139 Interest 12,220 12,001 Amortization of deferred financing costs 714 692 - ------------------------------------------------------------------------------- Total expenses 50,487 49,598 - ------------------------------------------------------------------------------- Income before gain on dispositions, minority interest in operating partnership income and extraordinary item 4,921 7,512 - ------------------------------------------------------------------------------- Gain on disposition of properties 2,991 4,698 - ------------------------------------------------------------------------------- Income before minority interest in operating partnership income and extraordinary item 7,912 12,210 Minority interest in operating partnership income 540 1,196 - ------------------------------------------------------------------------------- Income before extraordinary item 7,372 11,014 Extraordinary item - loss on debt extinguishment, net of minority interest (56) (67) - ------------------------------------------------------------------------------- Net income 7,316 10,947 Dividends on preferred shares 4,030 4,027 - ------------------------------------------------------------------------------- Net income available for common shareholders $ 3,286 $ 6,920 - ------------------------------------------------------------------------------- (Continued) Mid-America Apartment Communities, Inc. Consolidated Statements of Operations (Continued) Three months ended March 31, 2000 and 1999 (Dollars in thousands except per share data) (Unaudited) 2000 1999 ---- ---- Net income available per common share: - ------------------------------------------------------------------------------- Basic (in thousands): Average common shares outstanding 17,630 18,902 - ------------------------------------------------------------------------------- Basic earnings per share: Net income available per common share $ 0.19 $ 0.37 - ------------------------------------------------------------------------------- before extraordinary item Diluted (in thousands): Average common shares outstanding 17,630 18,902 Effect of dilutive stock options 25 27 - ------------------------------------------------------------------------------- Average dilutive common shares outstanding 17,655 18,929 - ------------------------------------------------------------------------------- Diluted earnings per share: Net income available per common share $ 0.19 $ 0.37 - ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. Mid-America Apartment Communities, Inc. Consolidated Statements of Cash Flows Three months ended March 31, 2000 and 1999 (Dollars in thousands) 2000 1999 ---- ---- Cash flows from operating activities: Net income $ 7,316 $ 10,947 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,173 13,208 Amortization of unearned compensation 137 17 Equity in (earnings) loss of real estate joint venture 41 (21) Minority interest in operating partnership income 540 1,196 Extraordinary item 56 67 Gain on dispositions (2,991) (4,698) Changes in assets and liabilities: Restricted cash (643) (1,007) Other assets 505 (1,410) Accounts payable (721) (3,653) Accrued expenses and other liabilities (1,833) 1,877 Security deposits (12) (196) - ------------------------------------------------------------------------------- Net cash provided by operating activities 16,568 16,327 - -------------------------------------------------------------------------------- Cash flows from investing activities: Purchases of real estate assets (1,046) - Improvements to properties (2,628) (7,013) Construction of units in progress and future development (17,697) (17,802) Proceeds from disposition of real estate assets 12,774 64,588 Investment in and advances to real estate joint venture (5) (5,549) Escrow funding for tax free exchange - (15,744) - ------------------------------------------------------------------------------- Net cash provided by (used in) investing activities (8,602) 18,480 - -------------------------------------------------------------------------------- Cash flows from financing activities: Net change in credit lines 13,490 (19,685) Proceeds from notes payable - 11,760 Principal payments on notes payable (1,037) (4,044) Payment of deferred financing costs (428) (245) Repurchase of common stock (288) - Proceeds from issuances of common shares and units 433 1,007 Distributions to unitholders (1,718) (1,723) Dividends paid on common shares (10,210) (10,865) Dividends paid on preferred shares (4,030) (4,027) - ------------------------------------------------------------------------------- Net cash used in financing activities (3,788) (27,822) - ------------------------------------------------------------------------------- Net increase in cash and cash equivalents 4,178 6,985 - ------------------------------------------------------------------------------- Cash and cash equivalents, beginning of period 14,092 7,237 - ------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 18,270 $ 14,222 =============================================================================== Supplemental disclosure of cash flow information: Interest paid $ 13,469 $ 12,231 Supplemental disclosure of noncash investing and financing activities: Conversion of units for common shares $ 66 $ - Issuance of advances in exchange for common shares and units $ 359 $ - Interest capitalized $ 973 $ 1,417 See accompanying notes to consolidated financial statements. MID-AMERICA APARTMENT COMMUNITIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2000 and 1999 (Unaudited) 1. Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the accounting policies in effect as of December 31, 1999, as set forth in the annual consolidated financial statements of Mid-America Apartment Communities, Inc. ("MAAC" or the "Company"), as of such date. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included and all such adjustments were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three-month period ended March 31, 2000 are not necessarily indicative of the results to be expected for the full year. 2. Real Estate Transactions Property Dispositions On February 11, 2000, the Company sold the 120-unit Pine Trails apartment community for approximately $2,815,000 for cash and recorded a gain on disposition of $471,000. On February 25, 2000, the Company sold the 248-unit MacArthur Ridge apartment community for approximately $12,075,000 for cash and recorded a gain on disposition of $2,071,000. The proceeds from both dispositions were used to reduce debt, fund the development pipeline, and to fund share repurchases. 3. Stock Repurchase Plan In connection with the Company's stock repurchase plan, the Company retired an additional 355,900 shares during the quarter ending March 31, 2000 that were repurchased in 1999. The Company also repurchased 12,800 shares of common stock during the first quarter of 2000 for a cost of approximately $288,000 at an average price per common share of $22.50. The Company intends to retire these shares in the second quarter of 2000. 4. Share and Unit Information At March 31, 2000, 17,636,599 common shares and 2,960,546 operating partnership units were outstanding, a total of 20,597,145 shares and units. Additionally, MAAC has outstanding options for 1,294,219 shares of common stock at March 31, 2000. 5. Segment Information At March 31, 2000, the Company owned and operated 129 apartment communities in 13 different states from which it derives all significant sources of earnings and operating cash flows. The Company's operational structure is organized on a decentralized basis, with individual property managers having overall responsibility and authority regarding the operations of their respective properties. Each property manager individually monitors local and area trends in rental rates, occupancy percentages, and operating costs. Property managers are given the on-site responsibility and discretion to react to such trends in the best interest of the Company. Management evaluates the performance of each individual property based on its contribution of revenues and net operating income ("NOI"), which is composed of property revenues less all operating costs including insurance and real estate taxes. The Company's reportable segments are its individual properties because each is managed separately and requires different operating strategy and expertise based on the geographic location, community structure and quality, population mix and numerous other factors unique to each community. The revenues and profits for the aggregated communities are summarized as follows for the three months ended as of March 31: 2000 1999 -------- ------- Multifamily rental revenues $58,947 $56,270 Other multifaily revenues 470 496 -------- ------- Segment revenues 59,417 56,766 -------- ------- Reconciling items to consolidated revenues: Joint Venture revenues (4,503) (88) Management and development income, net 180 246 Equity in earnings (loss) of real estate Joint Venture (41) 21 Interest income and other revenues 355 165 -------- ------- Total revenues $55,408 $57,110 ======== ======= Multifamily net operating income $37,073 $35,502 Reconciling items to net income available for common shareholers: Joint Venture net operating income (2,473) (74) Management and development income, net 180 246 Equity in earnings (loss) of real estate Joint Venture (41) 21 Interest income and other revenues 355 165 Interest expense (12,220) 12,001) General and administrative expenses (3,780) (3,139) Depreciation and amortization (13,459) 12,516) Amortization of deferred financing costs (714) (692) Gain on dispositions 2,991 4,698 Extraordinary items, net (56) (67) Minority interest (540) (1,196) Dividends on preferred shares (4,030) (4,027) -------- ------- Net income available for comon shareholders $3,286 $6,920 ======== ======= 2000 1999 ----------- ----------- Assets: Multifamily real estate assets $1,485,955 $1,444,950 Accumulated depreciation - multifamily assets (159,337) (146,611) ----------- ----------- Segment assets 1,326,618 1,298,339 ----------- ----------- Reconciling items to total assets: Joint Venture multifamily real estate assets, net (97,692) (65,269) Land held for future development 1,712 1,710 Commercial properties, net 5,164 5,217 Investment in and advances to real estate joint ventures 8,018 8,054 Cash and restricted cash 31,450 26,629 Deferred financing costs 9,986 10,272 Other assets 13,287 13,871 ----------- ----------- Total assets $1,298,543 $1,298,823 =========== =========== 6. Subsequent Events Property Dispositions In April 2000 the Company sold the 176-unit Clearbrook Village Apartments for $8.1 million, the 253-unit Winchester Square Apartments for $8.8 million and the 624-unit McKellar Woods Apartments for $14.6 million all located in Memphis, Tennessee. Also the Company provided a $400,000 loan to the buyer repayable in ten years at 7.5% interest rate for the sale of the Clearbrook Village Apartments. The proceeds from the sale were used to fund two acquisitions and to pay down the Company's Credit Line. Property Acquisitions In April 2000 the Company acquired the 200-unit Huntington Chase Apartments located in Warner Robins, GA for $11.6 million and assumed a 6.85% note payable of $9.6 million. The Company also acquired the 240-unit Indigo Point Apartments located in Brandon, FL for $11.5 million. PART I. Financial Information ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following is a discussion of the consolidated financial condition and results of operations of the Company for the three months ended March 31, 2000 and 1999. This discussion should be read in conjunction with the financial statements appearing elsewhere in this report. These financial statements include all adjustments, which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. The total number of apartment units the Company owned or had an ownership interest in, including the 10 properties containing 2,793 apartment units owned by its 33.3% unconsolidated Joint Venture, at March 31, 2000 was 33,974 in 129 communities compared to the 34,571 units in 131 communities owned at March 31, 1999. The average monthly rental per apartment unit increased to $619 at March 31, 2000 from $598 at March 31, 1999. Overall occupancy at March 31, 2000 and 1999 was 95.4% and 94.0%, respectively. FUNDS FROM OPERATIONS Funds from operations ("FFO") represents net income (computed in accordance with generally accepted accounting principals "GAAP") excluding extraordinary items, minority interest in Operating Partnership income, gain or loss on disposition of real estate assets, and certain non-cash and other items, primarily depreciation and amortization, less preferred stock dividends. Adjustments for the unconsolidated joint venture are made to include the Company's portion of FFO in the calculation. The Company computes FFO in accordance with NAREIT's definition, which eliminates amortization of deferred financing costs and depreciation of non-real estate assets as items added back to net income when computing FFO. This definition reflects the recommendations of NAREIT's Best Financial Practices Council that FFO should include all operating results, both recurring and non-recurring, except those defined as "extraordinary" under GAAP. The Company's FFO calculation reflects this definition for all periods presented. The Company's policy is to expense the cost of interior painting, vinyl flooring, and blinds as incurred for stabilized properties. During the stabilization period for acquisition properties, these items are capitalized because they are necessary for the repositioning of the property for continued use, and, thus, are not deducted in calculating FFO. FFO should not be considered as an alternative to net income or any other GAAP measurement of performance, as an indicator of operating performance or as an alternative to cash flow from operating, investing, and financing activities as a measure of liquidity. The Company believes that FFO is helpful in understanding the Company's results of operations in that such calculation reflects the Company's ability to support interest payments and general operating expenses before the impact of certain activities such as changes in other assets and accounts payable. The Company's calculation of FFO may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs. Depreciation expense includes $96,000 and $99,000 at March 31, 2000 and 1999, respectively, which relates to computer software, office furniture and fixtures and other assets found in other industries and which is required to be recognized, for purposes of computing funds from operations. Funds from operations for the three months ended March 31, 2000 and 1999 is calculated as follows (in thousands): 2000 1999 ---------- ------------ Net income available for common shareholders $ 3,286 $ 6,920 Depreciation and amortization 13,363 12,417 Adjustment for joint venture depreciation 299 - Minority interest 540 1,196 Gain on disposition of properties (2,991) (4,698) Extraordinary items 56 67 ---------- ------------ Funds from operations $ 14,553 $ 15,902 ========== ============ Weighted average shares and units: Basic 20,591 21,914 Diluted 20,616 22,941 RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE MONTHS ENDED MARCH 31, 1999 Rental revenues for 2000 decreased by $1,690,000 due primarily to decreases of (i) $4,325,000 from the sale of 10 properties to the BRE/MAAC Associates L.L.C. joint venture ("Joint Venture") in 1999 and (ii) $1,638,000 from the sale of Hidden Oaks Apartments, Sailwinds at Lake Magdalene Apartments and Regency Club Apartments in 1999 and (iii) $269,000 from the sale of Pine Trails and MacArthur Ridge Apartments in 2000. These decreases were partially offset by increases in rental revenue of (i) $3,666,000 from the communities in development ("Development Communities") and (ii) $876,000 from the communities owned throughout both periods. Property operating expenses for 2000 decreased $936,000 due primarily to decreases of (i) $1,732,000 from the sale of 10 properties to the Joint Venture in 1999 and (ii) $787,000 from the sale of Hidden Oaks Apartments, Sailwinds at Lake Magdalene Apartments and Regency Club Apartments in 1999 and (iii) $120,000 from the sale of Pine Trails and MacArthur Ridge Apartments in 2000. These decreases were partially offset by increases in property operating expenses of (i) $1,188,000 from the Development Communities and (ii) $515,000 from the communities owned throughout both periods. General and administrative expense increased by $641,000 for the three months ended March 31, 2000. The largest components of the increase are (i) $200,000 related to the addition and expansion of certain administrative functions to support the Company's portfolio, (ii) $130,000 related to the Company's focus on training and (iii) $70,000 due to increased franchise taxes related to recent changes in Tennessee state laws. Depreciation and amortization expense increased by $943,000 primarily due to (i) $1,233,000 from the Development Communities, and (ii) $1,015,000 from the communities owned throughout both periods. These increases were partially offset by depreciation and amortization expense decreases of (i) $840,000 due to the sale of 10 properties to the Joint Venture in 1999 and (ii) $427,000 from the sale of Hidden Oaks Apartments, Sailwinds at Lake Magdalene Apartments and Regency Club Apartments in 1999 and (iii) $38,000 from the sale of Pine Trails and MacArthur Ridge Apartments in 2000. Interest expense increased $219,000 during the three months ended March 31, 2000 due primarily to additional funding of the new development properties and share repurchases. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities increased from $16,327,000 for the three months ended March 31, 1999 to $16,568,000 for the three months ended March 31, 2000. Net cash provided by operating activities were relatively unchanged between the periods as the decrease in net income was offset by an increase in working capital. Net cash from investing activities decreased by $27,082,000 from a source of $18,480,000 for the three months ended March 31, 1999 to a usage of $8,602,000 for the three months ended March 31, 2000. Property dispositions in 2000 increased cash provided by investing activities by approximately $12,774,000 compared to approximately $43,295,000 in net property dispositions in 1999, which includes 6 properties sold to the Joint Venture in March 1999. Capital expenditures for new development properties and improvements to properties reduced cash provided by investing activities by $20,325,000 in 2000 compared to $24,815,000 in capital expenditures in 1999. As of March 31, 2000 the Company's communities in various stages of development and lease-up are summarized as follows ($'s in 000's): Current Total Estimated Location Units Cost -------- ----- --------- Development Communities: In Lease-up: Grand Reserve Lexington .... Lexington, KY 370 32,761 Kenwood Club at the Park ... Katy(Houston), TX 320 18,807 ----- -------- 690 $ 51,568 Under Construction: Grande View Nashville ...... Nashville, TN 433 35,434 Reserve at Dexter Lake Phase II ............ Memphis, TN 244 16,605 ----- -------- 677 $ 52,039 ----- -------- Total Units Currently Under Development .............. 1,367 $103,607 Apartments -------------------------- Cost to Date Completed Leased Occupied ---- --------- ------ -------- Development Communities: In Lease-up: Grand Reserve Lexington .... 26,664 117 49 38 Kenwood Club at the Park ... 16,376 256 58 35 ------- --- --- -- $43,040 373 107 73 Under Construction: Grande View Nashville ...... 18,422 -- -- -- Reserve at Dexter Lake Phase II ............ 13,808 56 47 21 ------- --- --- -- $32,230 56 47 21 ------- --- --- -- Total Units Currently Under Development .............. $75,270 429 154 94 Actual capital expenditures for development of communities and community improvements for the three months ending March 31, 2000 are summarized below: ($'s in 000's) Community development $ 17,697 Recurring capital at stabilized properties 1,768 Revenue enhancing projects at stabilized properties 700 Corporate additions and improvements 160 ------------ $ 20,325 ============ Net cash used by financing activities decreased by $24,034,000 from $27,822,000 in 1999 to $3,788,000 for the same period in 2000. The decrease was primarily due to borrowing and repayment activity of the Company's credit lines and notes payable. At March 31, 2000, the Company had $186.9 million outstanding on the credit lines. At March 31, 2000, the Company had $218.7 million (including the credit lines) of floating rate debt at an average interest rate of 6.7%; all other debt was fixed rate term debt at an average interest rate of 7.1%. In 2000, the Company received an additional $12.0 million from the FNMA Credit Line which is part of a $195 million credit facility. The Company expects to use the credit lines to fund future property acquisitions and new property development, and to provide letters of credit as credit enhancements for tax-exempt bonds. The credit lines are secured and are subject to borrowing base calculations that effectively reduce the maximum amount that may be borrowed under the credit lines to $261.8 million as of April 30, 2000. The weighted average interest rate and weighted average maturity at March 31, 2000 for the $754.5 million of notes payable were 7.0% and 10.3 years, respectively. The Company believes that cash provided by operations is adequate and anticipates that it will continue to be adequate in both the short and long-term to meet operating requirements (including recurring capital expenditures at the Communities) and payment of distributions by the Company in accordance with REIT requirements under the Code. The Company expects to meet its long term liquidity requirements, such as scheduled mortgage debt maturities, property developments and acquisitions, expansions and non-recurring capital expenditures, through long and medium-term collateralized and uncollateralized fixed rate borrowings, fundings from the Company's credit lines, potential asset sales and joint venture transactions. INSURANCE In the opinion of management, property and casualty insurance is in place which provides adequate coverage to provide financial protection against normal insurable risks such that it believes that any loss experienced would not have a significant impact on the Company's liquidity, financial position, or results of operations. INFLATION Substantially all of the resident leases at the communities allow, at the time of renewal, for adjustments in the rent payable thereunder, and thus may enable the Company to seek rent increases. The substantial majority of these leases are for one year or less. The short-term nature of these leases generally serves to reduce the risk to the Company of the adverse effects of inflation. RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS The Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These statements include the plans and objectives of management for future operations, including plans and objectives relating to capital expenditures, rehabilitation costs on the apartment communities, and future development. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk This information has been omitted as there have been no material changes in the Company's market risk as disclosed in the 1999 Annual Report on Form 10-K. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are filed as part of this report. (27) Financial Data Schedule for the period ended 3/31/00 (b) Reports on Form 8-K No reports were filed on Form 8-K for the period ended 3/31/00. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MID-AMERICA APARTMENT COMMUNITIES, INC. Date: 5/12/00 /s/ Simon R. C. Wadsworth ------------- ----------------------------- Simon R.C. Wadsworth Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)