U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| (Mark One) | ||
| [X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2002. | ||
| [ ] | 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 001-13183
Roberts Realty Investors, Inc.
| Georgia | 58-2122873 | |
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| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 8010 Roswell Road, Suite 120 | ||
| Atlanta, GA | 30350 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
Issuers telephone number: (770) 394-6000
Securities registered under Section 12(b) of the Act: None
| Title of each class: | Name of each exchange on which registered: | |
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| N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
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. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to
this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the
Act). o
State the aggregate market value of the voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of the filing of the Form 10-K/A. (See definition of affiliate in Rule 405.)
$23,372,821
Note: If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. 5,128,293 shares of common stock (as of March 19, 2003).
Documents Incorporated by Reference. None
TABLE OF CONTENTS
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PART I |
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ITEM 1. |
BUSINESS | 2 | |||||||
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ITEM 2. |
PROPERTIES | 11 | |||||||
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ITEM 3. |
LEGAL PROCEEDINGS | 23 | |||||||
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ITEM 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 23 | |||||||
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PART II |
24 | ||||||||
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ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 24 | |||||||
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ITEM 6. |
SELECTED FINANCIAL DATA | 26 | |||||||
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ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 28 | |||||||
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 48 | |||||||
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 50 | |||||||
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 50 | |||||||
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PART III |
51 | ||||||||
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ITEM 10. |
DIRECTORS AND EXECUTIVE OFFICERS | 51 | |||||||
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ITEM 11. |
EXECUTIVE COMPENSATION | 53 | |||||||
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 | |||||||
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 56 | |||||||
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ITEM 14. |
CONTROLS AND PROCEDURES | 59 | |||||||
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PART IV |
60 | ||||||||
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ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K | 60 | |||||||
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
This report contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future economic performance, plans and objectives of management for future operations and projections of revenues and other financial items that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. The words expect, estimate, anticipate, believe and similar expressions are intended to identify forward-looking statements. Those statements involve risks, uncertainties and assumptions, including industry and economic conditions, competition and other factors discussed in this and our other filings with the SEC. If one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. We will make forward-looking statements in Items 1, 2, 5, 7 and 7A of this report. See Disclosure Regarding Forward-Looking Statements at the end of Item 7 for a description of some of the important factors that may affect actual outcomes.
General
Roberts Realty Investors, Inc. owns and operates multifamily residential properties as a self-administered, self-managed equity real estate investment trust, or REIT. We conduct our business through Roberts Properties Residential, L.P., which we refer to as the operating partnership. The operating partnership owns all our properties. As of March 19, 2003, Roberts Realty owns a 71.0% interest in the operating partnership and is its sole general partner. We expect to continue to conduct our business in this organizational structure, which is sometimes called an umbrella partnership or UPREIT.
As of March 19, 2003, we own:
| | seven existing multifamily apartment communities that are stabilized containing a total of 1,632 apartment homes; | ||
| | one community containing 250 apartment homes that is completing its lease-up phase; | ||
| | one community under construction that will contain 319 apartment homes; | ||
| | a 10.9-acre site currently in the planning and design phase on which we intend to build a 220-unit apartment community (referred to in this report as the Northridge apartment land); | ||
| | a 42,090 square foot retail center currently under construction; and | ||
| | a 39,907 square foot office building currently under construction, a part of which we intend to use as our corporate office building. |
Seven of our communities Addison Place, Bradford Creek, Highland Park, Plantation Trace, Preston Oaks, River Oaks, and St. Andrews at the Polo Club - totaling 1,632 apartment homes, are stabilized. Veranda Chase, consisting of 250 apartment homes, is 82% leased as of March 19, 2003, and we expect it to be stabilized in the second quarter of 2003. Construction of our Charlotte community is progressing steadily, and we expect it to be substantially complete by the fourth quarter of 2003. We
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anticipate leasing activity at our Charlotte community to begin in the second quarter of 2003. All of our communities are located in metropolitan Atlanta, Georgia, except the Charlotte community and St. Andrews at the Polo Club, which is located in the city of Wellington, Palm Beach County, Florida.
We consider a community to have achieved stabilized occupancy on the earlier of (a) attainment of 95% occupancy as of the first day of any month, or (b) one year after completion of construction. As of March 19, 2003, our seven stabilized communities totaling 1,632 apartment homes had a physical occupancy rate of 88.8%.
We are constructing Addison Place Shoppes, a 42,090 square foot retail center, located at the entrance to our Addison Place apartment community in Alpharetta, Georgia. We expect to complete construction in the third quarter of 2003. In June 2001, we purchased land and a partially constructed office building on Northridge Parkway in North Fulton County, Georgia. When construction of the office building is completed, which we expect to occur in the third quarter of 2003, we will use a portion of the building as our corporate headquarters and lease the remaining space to Roberts Properties, Inc., Roberts Properties Construction, Inc. and unaffiliated tenants. We are in the planning and design phase of the Northridge community.
In Atlanta, our primary market, negative job growth and historically low mortgage interest rates have contributed to lower demand for apartments, while the supply of multifamily units has increased. To maintain our physical occupancy, we offer residents incentives in the form of concessions and lower rents, which result in decreased revenues and income from operations. We expect rent concessions and lower rents to continue for the foreseeable future, and we cannot offer any assurances regarding the effects of these conditions on our business or when multifamily market conditions might improve. To the extent that these conditions continue and perhaps worsen, particularly in Atlanta, our business, operating results and liquidity will be affected adversely.
Our board of directors suspended payment of our quarterly dividends for the fourth quarter of 2001 and for all four quarters of 2002. Based on current conditions, the board voted to suspend payment of quarterly dividends for 2003. In addition to experiencing lower occupancy and operating revenues at our existing properties, we are completing a major growth program with three properties under construction and one property in the planning and design phase. In total, these four new properties required an investment of approximately $12.5 million of our equity that is currently not producing any cash flow. The decreased revenues, together with our growth program, have resulted in decreased cash flow for our company. We believe that our reduced cash flow from operations will abate, in part, as we finish the lease-up at Veranda Chase and complete our new properties under development and construction. Until there is a sustained and broad-based economic recovery resulting in positive job growth, however, the Atlanta apartment market will remain soft, and we will continue to experience the negative effects of lower occupancy and lower rents.
Roberts Realty is a Georgia corporation formed in July 1994. We expect to continue to qualify as a REIT for federal income tax purposes. A REIT is a legal entity that holds real estate interests and, through its payment of distributions, is able to reduce or avoid incurring federal income tax at the corporate level. This structure allows shareholders to participate in real estate investments without the double taxation of income i.e., at both the corporate and shareholder levels that generally results from an investment in shares of a corporation. To maintain our qualification as a REIT, we must, among other things, distribute annually to our shareholders at least 90% of our taxable income. Our common stock is traded on the American Stock Exchange under the symbol RPI.
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We have engaged two entities owned by Mr. Charles S. Roberts, our Chairman of the Board and Chief Executive Officer, to perform services for the operating partnership. These entities are Roberts Properties, Inc. and Roberts Properties Construction, Inc., which we sometimes refer to as the Roberts Companies. The Roberts Companies developed and constructed all of our existing communities, except (a) the 24-unit second phase of Preston Oaks, which was constructed by an independent contractor, and (b) the 200-unit St. Andrews at the Polo Club, which we acquired on November 6, 2001 while still in the lease-up phase. We expect that affiliates of Mr. Roberts will continue to develop and construct properties for us where feasible. Roberts Construction is the general contractor of our Charlotte community and will oversee the completion of construction. Roberts Construction began construction on both the Addison Place Shoppes and the corporate office building before we purchased them, and we have retained Roberts Construction to finish construction on these projects. We have retained Roberts Properties to develop our Northridge community.
Our executive offices are located at 8010 Roswell Road, Suite 120, Atlanta, Georgia 30350, and our telephone number is (770) 394-6000. We do not maintain a corporate website. As of March 19, 2003, we have 49 full-time employees.
The Operating Partnership
We conduct our business and own all of our real estate assets through the operating partnership. We control the operating partnership as its sole general partner. Our ownership interest in the operating partnership entitles us to share in cash distributions from, and in the profits and losses of, the operating partnership generally in proportion to our ownership percentage. In this report we refer to units of limited partnership interest in the operating partnership as units. The holders of units include the former limited partners in the limited partnerships that were merged into the operating partnership; Mr. Roberts; and the former owner of a retail center we acquired and later sold.
Holders of units in the operating partnership, sometimes referred to in this report as unitholders, generally have the right to require the operating partnership to redeem their units. A unitholder who submits units for redemption will receive, at our election, either an equal number of shares or cash for those units at their fair market value, based upon the then current trading price of the shares. We have adopted a policy of issuing shares in exchange for units. We also have the right, at our election, to issue shares in exchange for all outstanding units. Our articles of incorporation limit ownership by any one holder to 6% of the outstanding shares of our common stock, other than by Mr. Roberts, who is limited to 25%. As a result, unitholders cannot redeem their units if doing so would violate those ownership limits. Shares issued for units are registered with the SEC and are freely transferable, other than by affiliates.
Whenever we issue shares, we are obligated to contribute the net proceeds from that issuance to the operating partnership, and the operating partnership is obligated to issue the same number of units to us. The operating partnership agreement permits the operating partnership, without the consent of the unitholders, to sell additional units and add limited partners.
Growth Strategies
Our business plan and growth strategy are focused on creating cash flow and capital appreciation by building and managing new apartment homes of the highest quality and value in excellent high-growth neighborhoods. Our business objective is to increase the long-term total return to our shareholders through appreciation in the value of our common stock and the payment of quarterly dividends. To achieve this objective, we are pursuing the following growth strategies:
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| (a) | maximize cash flow from operations by seeking through intensive management to maintain high occupancy levels, obtain regular rent increases, manage resident turnover efficiently and control operating expenses; and | ||
| (b) | develop and/or acquire new multifamily apartment communities in metropolitan Atlanta, North Carolina, Florida and other parts of the Southeast. |
We will engage others, including the Roberts Companies, to help us pursue these strategies, which are described in more detail below.
Property Management Strategy. We believe that managing our communities intensively is a fundamental element of our growth strategy. As of March 19, 2003, we employ 41 property management personnel, including property managers, leasing managers, leasing consultants, maintenance supervisors and technicians. We believe our property management expertise will enable us to continue to deliver quality services, thereby promoting resident satisfaction, maintaining high resident retention, and enhancing the value of each of the communities. Our property management strategy will continue to be:
| | to increase average occupancy and rental rates as market conditions permit; | ||
| | to minimize resident turnover and delinquent rental payments through strict review of each applicants creditworthiness; and | ||
| | to control operating expenses and increase net operating income at each of our communities. |
Development Strategy. We intend to continue to develop high quality apartment communities for long-term ownership. During the past 18 years, the Roberts Companies have developed, constructed, and/or managed over 4,400 residential units. We believe that the number and quality of the apartment units developed by the Roberts Companies, the relationships Mr. Roberts and employees of the Roberts Companies have developed with local permitting and governmental authorities, and the Roberts Companies experience with the development, construction and financing process will minimize the barriers to new development often faced by less experienced developers and national developers attempting to enter the Atlanta market. These barriers include governmental growth control, a difficult rezoning and permitting process, and the limited availability of well-located sites. We believe that these restraints on construction, assuming substantial improvement in the Atlanta economy, offer a continuing opportunity for us to achieve favorable long-term returns on the development of well-located, high quality apartment home communities.
We have retained Roberts Properties to develop our Northridge community. We also expect that Roberts Properties will continue to develop other communities for us in the future. Although the experience of the Roberts Companies will be most helpful to us in the Atlanta area, we believe that their experience will enable us to develop multifamily apartment communities in other areas in the Southeast, including Charlotte and Palm Beach.
Although we presently intend to engage the Roberts Companies in our development and construction activities, we may hire other development or construction companies in Atlanta and elsewhere if we deem it to be in our best interests to do so. The most likely development scenario for the operating partnership is for it to acquire properties already under development from Roberts Properties and/or an entity formed by Mr. Roberts or his affiliates. We may engage the Roberts Companies to develop properties on a fee basis, we may enter into joint venture agreements with the Roberts Companies or we may acquire communities developed by the Roberts Companies and owned by other affiliates of
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Mr. Roberts. We may also enter into similar arrangements with others who are independent of Mr. Roberts.
In analyzing the potential development of a particular community, we will evaluate geographic, demographic, economic, and financial data, including:
| | households, population and employment growth; | ||
| | prevailing rental and occupancy rates in the immediate market area and the perceived potential for growth in those rates; | ||
| | costs that affect profitability of the investment, including construction, financing, operating and maintenance costs; | ||
| | income levels in the area; | ||
| | existing employment bases; | ||
| | traffic volume, transportation access, proximity to commercial centers and regional malls; and | ||
| | proximity to and quality of the areas schools. |
We will also consider physical elements regarding a particular site, including the probability of zoning approval (if required), availability of utilities and infrastructure, and other physical characteristics of the site.
For information regarding the development and construction of our Charlotte and Northridge communities, retail center and office building, see Item 2, Properties.
Environmental and Other Regulatory Matters
Under various federal, state, and local laws and regulations, an owner of real estate is liable for the costs of removal or remediation of hazardous or toxic substances on the property. Those laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The costs of remediation or removal of the substances may be substantial, and the presence of the substances, or the failure to promptly remediate the substances, may adversely affect the owners ability to sell the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our apartment communities and other real estate assets, we may be potentially liable for:
| (a) | remediation and removal costs; and | ||
| (b) | damages to persons or property arising from the existence or maintenance of hazardous or toxic substances. |
The preliminary environmental assessments of our apartment communities and other real estate assets have not revealed any environmental liability that we believe would have a material adverse effect on our business, assets or results of operations, nor are we aware of any liability of that type. Nevertheless, these assessments may not have revealed all environmental liabilities, and we may have material environmental liabilities that we do not know about. Future uses or conditions including changes in applicable environmental laws and regulations may cause us to have environmental liability.
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Costs of Compliance with Americans with Disabilities Act and Similar Laws
Under the American with Disabilities Act of 1990, or the ADA, all places of public accommodation are required to meet federal requirements related to access and use by disabled persons. Although we believe that the communities are substantially in compliance with present requirements of the ADA, we may incur additional costs of complying with the ADA. A number of additional federal, state and local laws may also require modifications to the communities, or restrict further renovations to them, with respect to access by disabled persons. For example, the Fair Housing Amendments Act of 1988 requires apartment communities first occupied after March 25, 1990 to be accessible to the handicapped. Noncompliance with this Act could result in the imposition of fines or an award of damages to private litigants. We believe that our communities comply with that law.
Additional legislation may impose further burdens or restrictions on owners with respect to access by disabled persons. We cannot estimate the ultimate cost of compliance with the ADA or that legislation, and, while those costs are not expected to have a material adverse effect on us, those costs could be substantial. Limitations or restrictions on the completion of renovations may limit application of our investment strategy in some instances or reduce overall returns on our investments.
Insurance
We carry comprehensive property, general liability, fire, extended coverage and rental loss insurance on all of our existing communities, with policy specifications, insured limits and deductibles customarily carried for similar properties. We carry similar insurance with respect to our properties under development or properties under construction, but with appropriate exceptions given the nature of these properties.
The Terrorism Risk Insurance Act of 2002 was signed into law on November 26, 2002. The law provides that losses resulting from certified acts of terrorism will be partially reimbursed by the United States after a statutory deductible amount is paid by the insurance company providing coverage. The law also requires that the insurance company offer coverage for terrorist acts for an additional premium. We accepted the offer to include this coverage in our property and casualty policies.
We believe that our properties are adequately covered by insurance. There are, however, some types of losses (such as losses arising from acts of war) that are not generally insured because they are either uninsurable or not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose our capital invested in a property, as well as the anticipated future revenues from the property, and we would continue to be obligated on any mortgage indebtedness or other obligations related to the property. Any loss of that kind would adversely affect us.
Investment, Financing, and Conflict of Interest Policies
The investment policies, financing policies and conflict of interest policies set by our board of directors are summarized below. Our board may amend or revise them from time to time without a vote of our shareholders or any vote of the partners of the operating partnership, except that:
| (a) | we cannot change our policy of holding our assets and conducting our business exclusively through the operating partnership without amending the operating partnership agreement, which will generally require the consent of the holders of a majority in interest of the limited partners in the operating partnership including, if applicable, Roberts Realty; and |
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| (b) | changes in our conflicts of interest policies must be approved by a majority of the independent directors and otherwise be consistent with legal requirements. |
Investment Policies
Investments in Real Estate or Interests in Real Estate. We conduct all of our investment activities through the operating partnership and will do so for so long as the operating partnership exists. (The agreement of limited partnership of the operating partnership provides that it is not required to be dissolved until 2093.) Our investment objectives are to achieve stable cash flow available for distributions and, over time, to increase cash flow and portfolio value by continuing to develop multifamily apartment communities for long-term ownership as well as acquiring additional multifamily apartment communities that we anticipate will produce additional cash flow.
Our policy is to develop assets where we believe that favorable investment opportunities exist based on market conditions at the time of the investment.
We expect to pursue our investment objectives primarily through the direct ownership of properties by the operating partnership, although, as discussed below, we may also pursue indirect property ownership opportunities. We intend to develop multifamily apartment communities primarily in the Atlanta metropolitan area, Florida, and other parts of the Southeast. Future development or investment activities will not be limited by our governing documents to any geographic area, product type or specified percentage of our assets.
Possible Acquisition of Communities Developed by Mr. Roberts or His Affiliates. Mr. Roberts and Roberts Properties have been engaged in the development of residential and commercial real estate since the early 1970s, and Mr. Roberts expects that he and Roberts Properties will continue to engage in real estate development. Provided that any transaction or agreement must comply with the policies discussed under Conflict of Interest Policies, we may engage in transactions of various types with Mr. Roberts, Roberts Properties and/or other affiliates of Mr. Roberts to develop or acquire real estate. Those transactions may include:
| | hiring Mr. Roberts or Roberts Properties to develop and construct real estate under a fee arrangement; | ||
| | acquiring undeveloped property from Mr. Roberts or his affiliates for future development; or | ||
| | acquiring from Mr. Roberts or his affiliates partially or completely constructed properties, whether in their lease-up phase or already leased-up. |
No particular arrangements have been determined, other than the communities now under construction and development as described elsewhere in this report.
Securities of or Interest in Persons Primarily Engaged in Real Estate Activities and Other Issuers. We and the operating partnership also may invest in securities of other entities engaged in real estate activities or invest in securities of other issuers, including investments by us and the operating partnership for the purpose of exercising control over those entities. We or the operating partnership may acquire all or substantially all of the securities or assets of other REITs or similar entities where those investments would be consistent with our investment policies. We do not currently intend to invest in the securities of other issuers. In making any of the investments described in this paragraph we intend to comply with the percentage of ownership limitations and gross income tests necessary for REIT qualification under the Internal Revenue Code. Also, we will not make any investments if the proposed
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investment would cause us or the operating partnership to be an investment company under the Investment Company Act of 1940.
No Investments in Mortgages. We do not own any mortgages and do not currently intend to invest in mortgages or to engage in originating, servicing or warehousing mortgages.
Financing Policies
Our organizational documents do not limit the amount of indebtedness we may incur. We have an informal policy that we will not incur indebtedness in excess of 75% of what the board of directors believes is the fair market value of our assets at any given time. We may, however, from time to time re-evaluate our borrowing policies in light of then current economic conditions, relative costs of debt and equity capital, market value of the operating partnerships real estate assets, growth and acquisition opportunities and other factors. Modification of this policy may adversely affect the interests of our shareholders.
To the extent that the board of directors determines to seek additional capital, we may raise capital through additional equity offerings, debt financing or retention of cash flow or a combination of these methods. Our retention of cash flow is subject to provisions in the Internal Revenue Code requiring a REIT to distribute a specified percentage of taxable income, and we must also take into account taxes that would be imposed on undistributed taxable income. As long as the operating partnership is in existence, we will contribute the net proceeds of all equity capital we raise to the operating partnership in exchange for units or other interests in the operating partnership.
We have not established any limit on the number or amount of mortgages on any single property or on the operating partnerships portfolio as a whole.
Conflict of Interest Policies
The board of directors is subject to provisions of Georgia law that are designed to eliminate or minimize potential conflicts of interest. We can give no assurances, however, that these policies will always eliminate the influence of those conflicts. If these policies are not successful, the board could make decisions that might fail to reflect fully the interests of all shareholders.
Under Georgia law, a director may not misappropriate corporate opportunities that he learns of solely by serving as a member of the board of directors. In addition, under Georgia law, a transaction effected by us or any entity we control (including the operating partnership) in which a director, or specified related persons and entities of the director, have a conflicting interest of such financial significance that it would reasonably be expected to exert an influence on the directors judgment may not be enjoined, set aside or give rise to damages on the grounds of that interest if either:
| | the transaction is approved, after disclosure of the interest, by the affirmative vote of a majority of the disinterested directors, or by the affirmative vote of a majority of the votes cast by disinterested shareholders; or | ||
| | the transaction is established to have been fair to us. |
The board of directors has adopted a policy that all conflicting interest transactions must be authorized by a majority of the disinterested directors, but only if there are at least two directors who are disinterested with respect to the matter at issue.
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Other Policies
We and the operating partnership have authority to offer our securities and to repurchase and otherwise reacquire our securities, and we may engage in those activities in the future. We have adopted a policy that we will issue shares to unitholders who exercise their rights of redemption. In the future, we may make loans to joint ventures in which we participate to meet working capital needs. We have not engaged in trading, underwriting, agency distribution or sale of securities of other issuers, and we do not intend to do so. We intend to make investments in a manner so that we will not be treated as an investment company under the Investment Company Act of 1940.
In September 1998 our board authorized a stock repurchase plan. See Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations Stock Repurchase Plan, for an explanation of this plan and our repurchases of our shares since 1998.
At all times, we intend to make investments in a manner to be consistent with the requirements of the Internal Revenue Code for us to qualify as a REIT unless, because of changing circumstances or changes in the Internal Revenue Code or in applicable regulations, the board of directors decides that it is no longer in our best interests to qualify as a REIT.
For a description of the competition in our markets, see Item 2, Properties Competition.
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ITEM 2. PROPERTIES.
General
As of March 19, 2003, we own:
| | seven existing multifamily apartment communities that are stabilized containing a total of 1,632 apartment homes; | ||
| | one community containing 250 apartment homes that is completing its lease-up phase; | ||
| | one community under construction that will contain 319 apartment homes; | ||
| | a 10.9-acre site currently in the planning and design phase on which we intend to build a 220-unit apartment community (referred to in this report as the Northridge apartment land); | ||
| | a 42,090 square foot retail center currently under construction; and | ||
| | a 39,907 square foot office building currently under construction, a part of which we intend to use as our corporate headquarters. |
We sold our 9.5-acre East Fox Court land on November 21, 2002. We sold our 152-unit Rosewood Plantation community on January 4, 2001, and our 334-unit Crestmark community on July 11, 2001. We acquired the 200-unit St. Andrews at the Polo Club on November 6, 2001.
We believe that in the long-term the demand for multifamily housing in Atlanta will increase due to Atlantas growing population, although recent job losses in Atlanta have resulted in a weaker apartment market. According to the Atlanta Regional Commission, which we refer to as the ARC, both population and job growth in Atlanta are projected to be above the national average for the foreseeable future. The ARC is the regional planning and governmental coordination agency for the 10-county Atlanta Region, which is composed of Fulton, DeKalb, Gwinnett, Cobb, Clayton, Rockdale, Henry, Douglas, Cherokee and Fayette counties. Its information also includes Coweta, Forsyth and Paulding counties.
The following information is based on statistical estimates published by the ARC. The estimated population of the Atlanta Region increased by 46.8% from 2,653,600 persons in 1990 to 3,895,200 persons in 2002, making it one of the largest metropolitan areas in the country and the largest in the Southeast. The population of the Atlanta Region is projected to grow 8.4% from 3,895,200 persons in 2002 to 4,223,300 persons in 2010.
Housing units in the Atlanta Region increased an estimated 30.5%, from 1,052,430 units in 1990 to 1,373,058 units in 2000. Multifamily homes in the Atlanta Region increased 21.7% from 342,441 units in 1990 to 416,682 units in 2000. The Atlanta Region added 14,823 multifamily units in 2002 and 16,237 units in 2001.
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The following table summarizes basic information about our communities.
| December 2002 | ||||||||||||||||||||||||||||||||
| Year | Average Rental Rates | Average Physical | ||||||||||||||||||||||||||||||
| Completed | Number | Approximate | Average | Occupancy for the | ||||||||||||||||||||||||||||
| or to be | of | Rentable Area | Unit Size | Per Square | 12 Months Ended | |||||||||||||||||||||||||||
| Community | Location | Completed | Units | (Square Feet) | (Square Feet) | Per Unit | Foot | Dec. 31, 2002 | ||||||||||||||||||||||||
Existing Communities: |
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Plantation Trace(1) |
Atlanta | 1990/1998 | 232 | 310,956 | 1,340 | $ | 968 | $ | 0.72 | 80.6 | % | |||||||||||||||||||||
River Oaks |
Atlanta | 1992 | 216 | 276,208 | 1,279 | 929 | 0.73 | 95.8 | % | |||||||||||||||||||||||
Preston Oaks(2) |
Atlanta | 1995/1998 | 213 | 257,180 | 1,207 | 1,025 | 0.85 | 97.0 | % | |||||||||||||||||||||||
Highland Park |
Atlanta | 1995 | 188 | 231,634 | 1,232 | 974 | 0.79 | 95.9 | % | |||||||||||||||||||||||
Bradford Creek |
Atlanta | 1998 | 180 | 243,941 | 1,355 | 952 | 0.70 | 94.3 | % | |||||||||||||||||||||||
Addison Place(3) |
Atlanta | 1999/2001 | 403 | 603,506 | 1,498 | 1,103 | 0.74 | 69.9 | % | |||||||||||||||||||||||
St. Andrews
at the Polo Club(4) |
Palm Beach County, FL |
2001 | 200 | 309,073 | 1,545 | 1,327 | 0.86 | 87.2 | % | |||||||||||||||||||||||
Veranda Chase(5) |
Atlanta | 2002 | 250 | 329,572 | 1,318 | 860 | 0.65 | N/A | ||||||||||||||||||||||||
| Subtotal/Average | 1,882 | 2,562,070 | 1,361 | |||||||||||||||||||||||||||||
Communities and
Other Properties Under Construction: |
||||||||||||||||||||||||||||||||
Charlotte |
Charlotte | 2003 | 319 | 411,110 | 1,289 | N/A | N/A | N/A | ||||||||||||||||||||||||
Addison Shoppes |
Atlanta | 2003 | N/A | 42,090 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||
Northridge Office Building |
Atlanta | 2003 | N/A | 39,907 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||
| (1) | Plantation Trace was completed in two phases. The 182-unit first phase was completed in 1990 and the 50-unit second phase was completed in 1998. | |
| (2) | Preston Oaks was completed in two phases. The 189-unit first phase was completed in 1995 and the 24-unit second phase was completed in 1998. | |
| (3) | Addison Place was completed in two phases. The 118-unit first phase of Addison Place was completed in October 1999, and the 285-unit second phase was completed in September 2001. | |
| (4) | St. Andrews at the Polo Club was purchased on November 6, 2001. The 200-unit community was purchased during its initial lease-up phase. | |
| (5) | Veranda Chase was completed in November 2002 and is in its lease-up phase. For this reason, its 12-month historical occupancy is not comparable. |
12
Annual operating data regarding our stabilized communities at December 31, 2002 are summarized in the following table. The second phases of Preston Oaks, Plantation Trace and Addison Place are described separately for this purpose. Except for those figures noted with an asterisk, the occupancy rates shown represent the average physical occupancy of the applicable community calculated by dividing the total number of vacant days by the total possible number of vacant days for each year and then subtracting the resulting number from 100%. The figures noted with asterisks reflect the applicable data on December 31 of the specified year and are not annualized because the applicable community was under construction and in its initial lease-up period during at least a portion of that year. During lease-up, units are leased as they are constructed and made ready for occupancy building by building, thus annualization of data is not possible during that period. Throughout this table, N/A means not applicable, i.e., no unit in the community was available to be occupied during the relevant year.