TENNESSEE
|
62-1543819
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
6584 POPLAR AVENUE
|
|
MEMPHIS, TENNESSEE
|
38138
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
Number of Shares Outstanding at
|
Class
|
November 4, 2013
|
Common Stock, $0.01 par value
|
74,776,229
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
394,848
|
|
|
$
|
386,670
|
|
Buildings and improvements
|
3,247,874
|
|
|
3,170,413
|
|
||
Furniture, fixtures and equipment
|
102,013
|
|
|
98,044
|
|
||
Development and capital improvements in progress
|
31,595
|
|
|
52,455
|
|
||
|
3,776,330
|
|
|
3,707,582
|
|
||
Less accumulated depreciation
|
(1,068,873
|
)
|
|
(1,027,618
|
)
|
||
|
2,707,457
|
|
|
2,679,964
|
|
||
|
|
|
|
||||
Land held for future development
|
5,450
|
|
|
1,205
|
|
||
Commercial properties, net
|
7,664
|
|
|
8,065
|
|
||
Investments in real estate joint ventures
|
3,237
|
|
|
4,837
|
|
||
Real estate assets, net
|
2,723,808
|
|
|
2,694,071
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
181,105
|
|
|
9,075
|
|
||
Restricted cash
|
58,579
|
|
|
808
|
|
||
Deferred financing costs, net
|
13,629
|
|
|
13,842
|
|
||
Other assets
|
47,030
|
|
|
29,166
|
|
||
Goodwill
|
4,106
|
|
|
4,106
|
|
||
Total assets
|
$
|
3,028,257
|
|
|
$
|
2,751,068
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Secured notes payable
|
$
|
1,050,202
|
|
|
$
|
1,190,848
|
|
Unsecured notes payable
|
810,000
|
|
|
483,000
|
|
||
Accounts payable
|
6,963
|
|
|
4,586
|
|
||
Fair market value of interest rate swaps
|
9,858
|
|
|
21,423
|
|
||
Accrued expenses and other liabilities
|
109,282
|
|
|
94,719
|
|
||
Security deposits
|
6,892
|
|
|
6,669
|
|
||
Total liabilities
|
1,993,197
|
|
|
1,801,245
|
|
||
|
|
|
|
||||
Redeemable stock
|
5,039
|
|
|
4,713
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 42,744,978 and 42,316,398 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
(1)
|
427
|
|
|
422
|
|
||
Additional paid-in capital
|
1,562,211
|
|
|
1,542,999
|
|
||
Accumulated distributions in excess of net income
|
(567,662
|
)
|
|
(603,315
|
)
|
||
Accumulated other comprehensive losses
|
(4,599
|
)
|
|
(26,054
|
)
|
||
Total MAA shareholders' equity
|
990,377
|
|
|
914,052
|
|
||
Noncontrolling interest
|
39,644
|
|
|
31,058
|
|
||
Total equity
|
1,030,021
|
|
|
945,110
|
|
||
Total liabilities and equity
|
$
|
3,028,257
|
|
|
$
|
2,751,068
|
|
(1)
|
Number of shares issued and outstanding represent total shares of common stock regardless of classification on the consolidated balance sheet. The number of shares classified as redeemable stock on the consolidated balance sheet for
September 30, 2013
and
December 31, 2012
are
80,626
and
72,786
, respectively.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
125,522
|
|
|
$
|
113,015
|
|
|
$
|
366,191
|
|
|
$
|
323,223
|
|
Other property revenues
|
10,772
|
|
|
9,966
|
|
|
31,596
|
|
|
29,084
|
|
||||
Total property revenues
|
136,294
|
|
|
122,981
|
|
|
397,787
|
|
|
352,307
|
|
||||
Management fee income
|
146
|
|
|
209
|
|
|
465
|
|
|
687
|
|
||||
Total operating revenues
|
136,440
|
|
|
123,190
|
|
|
398,252
|
|
|
352,994
|
|
||||
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel
|
15,085
|
|
|
14,156
|
|
|
43,791
|
|
|
40,966
|
|
||||
Building repairs and maintenance
|
4,595
|
|
|
4,292
|
|
|
11,661
|
|
|
11,543
|
|
||||
Real estate taxes and insurance
|
16,811
|
|
|
14,167
|
|
|
48,395
|
|
|
41,085
|
|
||||
Utilities
|
7,580
|
|
|
7,381
|
|
|
21,108
|
|
|
19,678
|
|
||||
Landscaping
|
2,922
|
|
|
2,640
|
|
|
8,677
|
|
|
7,864
|
|
||||
Other operating
|
9,160
|
|
|
8,653
|
|
|
26,758
|
|
|
24,928
|
|
||||
Depreciation and amortization
|
33,000
|
|
|
30,979
|
|
|
97,883
|
|
|
89,701
|
|
||||
Total property operating expenses
|
89,153
|
|
|
82,268
|
|
|
258,273
|
|
|
235,765
|
|
||||
Acquisition expense
|
—
|
|
|
1,343
|
|
|
499
|
|
|
1,574
|
|
||||
Property management expenses
|
5,193
|
|
|
5,460
|
|
|
15,970
|
|
|
16,484
|
|
||||
General and administrative expenses
|
3,976
|
|
|
3,527
|
|
|
10,604
|
|
|
10,436
|
|
||||
Merger related expenses
|
5,561
|
|
|
—
|
|
|
11,298
|
|
|
—
|
|
||||
Integration related expenses
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Income from continuing operations before non-operating items
|
32,522
|
|
|
30,592
|
|
|
101,573
|
|
|
88,735
|
|
||||
Interest and other non-property income
|
16
|
|
|
89
|
|
|
86
|
|
|
343
|
|
||||
Interest expense
|
(14,941
|
)
|
|
(14,530
|
)
|
|
(45,715
|
)
|
|
(42,428
|
)
|
||||
(Loss) gain on debt extinguishment/modification
|
(218
|
)
|
|
—
|
|
|
(387
|
)
|
|
5
|
|
||||
Amortization of deferred financing costs
|
(820
|
)
|
|
(971
|
)
|
|
(2,427
|
)
|
|
(2,611
|
)
|
||||
Net casualty (loss) gain after insurance and other settlement proceeds
|
—
|
|
|
(22
|
)
|
|
455
|
|
|
(24
|
)
|
||||
Gain on sale of non-depreciable assets
|
—
|
|
|
48
|
|
|
—
|
|
|
45
|
|
||||
Income from continuing operations before gain (loss) from real estate joint ventures
|
16,559
|
|
|
15,206
|
|
|
53,585
|
|
|
44,065
|
|
||||
Gain (loss) from real estate joint ventures
|
60
|
|
|
(72
|
)
|
|
161
|
|
|
(170
|
)
|
||||
Income from continuing operations
|
16,619
|
|
|
15,134
|
|
|
53,746
|
|
|
43,895
|
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations before gain on sale
|
650
|
|
|
753
|
|
|
3,439
|
|
|
4,206
|
|
||||
Net casualty (loss) gain after insurance and other settlement proceeds on discontinued operations
|
(1
|
)
|
|
99
|
|
|
(5
|
)
|
|
43
|
|
||||
Gain on sale of discontinued operations
|
28,788
|
|
|
16,092
|
|
|
71,909
|
|
|
38,474
|
|
||||
Consolidated net income
|
46,056
|
|
|
32,078
|
|
|
129,089
|
|
|
86,618
|
|
||||
Net income attributable to noncontrolling interests
|
1,772
|
|
|
1,212
|
|
|
4,536
|
|
|
3,702
|
|
||||
Net income available for MAA common shareholders
|
$
|
44,284
|
|
|
$
|
30,866
|
|
|
$
|
124,553
|
|
|
$
|
82,916
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations available for common shareholders
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
$
|
1.22
|
|
|
$
|
1.03
|
|
Discontinued property operations
|
0.66
|
|
|
0.39
|
|
|
1.70
|
|
|
1.01
|
|
||||
Net income available for common shareholders
|
$
|
1.04
|
|
|
$
|
0.74
|
|
|
$
|
2.92
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations available for common shareholders
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
$
|
1.21
|
|
|
$
|
1.03
|
|
Discontinued property operations
|
0.66
|
|
|
0.39
|
|
|
1.70
|
|
|
1.00
|
|
||||
Net income available for common shareholders
|
$
|
1.04
|
|
|
$
|
0.74
|
|
|
$
|
2.91
|
|
|
$
|
2.03
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.6950
|
|
|
$
|
0.6600
|
|
|
$
|
2.0850
|
|
|
$
|
1.9800
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Consolidated net income
|
$
|
46,056
|
|
|
$
|
32,078
|
|
|
$
|
129,089
|
|
|
$
|
86,618
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (losses) gains from the effective portion of derivative instruments
|
(1,826
|
)
|
|
(2,903
|
)
|
|
10,096
|
|
|
(8,197
|
)
|
||||
Reclassification adjustment for losses included in net income for the effective portion of derivative instruments
|
3,621
|
|
|
4,815
|
|
|
12,098
|
|
|
15,308
|
|
||||
Total comprehensive income
|
47,851
|
|
|
33,990
|
|
|
151,283
|
|
|
93,729
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
(1,830
|
)
|
|
(2,700
|
)
|
|
(5,275
|
)
|
|
(5,432
|
)
|
||||
Comprehensive income attributable to MAA
|
$
|
46,021
|
|
|
$
|
31,290
|
|
|
$
|
146,008
|
|
|
$
|
88,297
|
|
|
|
|
|
|
|
|
|
||||||||
See accompanying notes to condensed consolidated financial statements.
|
|
Nine months ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
129,089
|
|
|
$
|
86,618
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Retail revenue accretion
|
(29
|
)
|
|
—
|
|
||
Depreciation and amortization
|
102,158
|
|
|
97,691
|
|
||
Stock compensation expense
|
1,729
|
|
|
1,730
|
|
||
Redeemable stock issued
|
535
|
|
|
428
|
|
||
Amortization of debt premium
|
(948
|
)
|
|
(541
|
)
|
||
(Gain) loss from investments in real estate joint ventures
|
(161
|
)
|
|
170
|
|
||
Loss on debt extinguishment
|
387
|
|
|
322
|
|
||
Derivative interest expense
|
827
|
|
|
590
|
|
||
Gain on sale of non-depreciable assets
|
—
|
|
|
(45
|
)
|
||
Gain on sale of discontinued operations
|
(71,909
|
)
|
|
(38,474
|
)
|
||
Net casualty gain and other settlement proceeds
|
(450
|
)
|
|
(19
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
(391
|
)
|
|
63
|
|
||
Other assets
|
(7,611
|
)
|
|
(4,569
|
)
|
||
Accounts payable
|
2,377
|
|
|
3,572
|
|
||
Accrued expenses and other
|
12,951
|
|
|
10,040
|
|
||
Security deposits
|
223
|
|
|
445
|
|
||
Net cash provided by operating activities
|
168,777
|
|
|
158,021
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of real estate and other assets
|
(89,866
|
)
|
|
(314,909
|
)
|
||
Normal capital improvements
|
(35,412
|
)
|
|
(36,989
|
)
|
||
Construction capital and other improvements
|
(3,873
|
)
|
|
(2,561
|
)
|
||
Renovations to existing real estate assets
|
(8,616
|
)
|
|
(11,070
|
)
|
||
Development
|
(26,129
|
)
|
|
(54,242
|
)
|
||
Distributions from real estate joint ventures
|
8,311
|
|
|
11,880
|
|
||
Contributions to real estate joint ventures
|
(183
|
)
|
|
(204
|
)
|
||
Proceeds from disposition of real estate assets
|
118,783
|
|
|
97,113
|
|
||
Funding of escrow for exchange acquisitions
|
(57,380
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(94,365
|
)
|
|
(310,982
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net change in credit lines
|
177,000
|
|
|
(235,064
|
)
|
||
Proceeds from notes payable
|
—
|
|
|
271,000
|
|
||
Principal payments on notes payable
|
(8,695
|
)
|
|
(11,760
|
)
|
||
Payment of deferred financing costs
|
(2,655
|
)
|
|
(3,577
|
)
|
||
Repurchase of common stock
|
(682
|
)
|
|
(1,863
|
)
|
||
Proceeds from issuances of common shares
|
25,038
|
|
|
173,960
|
|
||
Distributions to noncontrolling interests
|
(3,574
|
)
|
|
(3,775
|
)
|
||
Dividends paid on common shares
|
(88,814
|
)
|
|
(79,855
|
)
|
||
Net cash provided by financing activities
|
97,618
|
|
|
109,066
|
|
||
Net increase (decrease) in cash and cash equivalents
|
172,030
|
|
|
(43,895
|
)
|
||
Cash and cash equivalents, beginning of period
|
9,075
|
|
|
57,317
|
|
||
Cash and cash equivalents, end of period
|
$
|
181,105
|
|
|
$
|
13,422
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
48,534
|
|
|
$
|
47,735
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||
Conversion of units to shares of common stock
|
$
|
550
|
|
|
$
|
2,672
|
|
Accrued construction in progress
|
$
|
4,190
|
|
|
$
|
6,392
|
|
Interest capitalized
|
$
|
1,118
|
|
|
$
|
1,844
|
|
Marked-to-market adjustment on derivative instruments
|
$
|
21,367
|
|
|
$
|
6,521
|
|
Fair value adjustment on debt assumed
|
$
|
704
|
|
|
$
|
2,578
|
|
Debt assumed
|
$
|
18,293
|
|
|
$
|
30,290
|
|
(dollars and shares in thousands, except per share amounts)
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
42,702
|
|
|
41,405
|
|
|
42,584
|
|
|
40,634
|
|
||||
Weighted average partnership units outstanding
|
—
|
|
(1)
|
1,781
|
|
|
1,709
|
|
|
1,859
|
|
||||
Effect of unvested shares assumed
|
—
|
|
(1)
|
35
|
|
|
53
|
|
|
74
|
|
||||
Weighted average common shares - diluted
|
42,702
|
|
|
43,221
|
|
|
44,346
|
|
|
42,567
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Share - basic
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
16,619
|
|
|
$
|
15,134
|
|
|
$
|
53,746
|
|
|
$
|
43,895
|
|
Income from continuing operations attributable to noncontrolling interests
|
(645
|
)
|
|
(466
|
)
|
|
(1,535
|
)
|
|
(1,731
|
)
|
||||
Income from continuing operations allocated to unvested restricted shares
|
(14
|
)
|
|
(12
|
)
|
|
(47
|
)
|
|
(39
|
)
|
||||
Income from continuing operations available for common shareholders, adjusted
|
$
|
15,960
|
|
|
$
|
14,656
|
|
|
$
|
52,164
|
|
|
$
|
42,125
|
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations
|
$
|
29,437
|
|
|
$
|
16,944
|
|
|
$
|
75,343
|
|
|
$
|
42,723
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(1,127
|
)
|
|
(746
|
)
|
|
(3,001
|
)
|
|
(1,971
|
)
|
||||
Income from discontinued operations allocated to unvested restricted shares
|
(24
|
)
|
|
(13
|
)
|
|
(66
|
)
|
|
(38
|
)
|
||||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
28,286
|
|
|
$
|
16,185
|
|
|
$
|
72,276
|
|
|
$
|
40,714
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
42,702
|
|
|
41,405
|
|
|
42,584
|
|
|
40,634
|
|
||||
Earnings per share - basic
|
$
|
1.04
|
|
|
$
|
0.74
|
|
|
$
|
2.92
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
16,619
|
|
|
$
|
15,134
|
|
|
$
|
53,746
|
|
|
$
|
43,895
|
|
Income from continuing operations attributable to noncontrolling interests
|
(645
|
)
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from continuing operations allocated to unvested restricted shares
|
(14
|
)
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from continuing operations available for common shareholders, adjusted
|
$
|
15,960
|
|
|
$
|
15,134
|
|
|
$
|
53,746
|
|
|
$
|
43,895
|
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations
|
$
|
29,437
|
|
|
$
|
16,944
|
|
|
$
|
75,343
|
|
|
$
|
42,723
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(1,127
|
)
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from discontinued operations allocated to unvested restricted shares
|
(23
|
)
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
28,287
|
|
|
$
|
16,944
|
|
|
$
|
75,343
|
|
|
$
|
42,723
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - diluted
|
42,702
|
|
|
43,221
|
|
|
44,346
|
|
|
42,567
|
|
||||
Earnings per share - diluted
|
$
|
1.04
|
|
|
$
|
0.74
|
|
|
$
|
2.91
|
|
|
$
|
2.03
|
|
•
|
Large market same store communities are generally communities:
|
◦
|
in markets with a population of at least one million and at least
1%
of the total public multifamily REIT units; and
|
◦
|
that we have owned and have been stabilized for at least a full
12
months and have not been classified as held for sale.
|
•
|
Secondary market same store communities are generally communities:
|
◦
|
in markets with populations of more than one million but less than
1%
of the total public multifamily REIT units or in markets with a population of less than one million; and
|
◦
|
that we have owned and have been stabilized for at least a full
12
months and have not been classified as held for sale.
|
•
|
Non same store communities and other includes
recent acquisitions, communities in development or lease-up and communities that have been identified for disposition. Also included in non same store communities are non multifamily activities, which represent less than 1% of our portfolio.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Large Market Same Store
|
$
|
64,823
|
|
|
$
|
61,707
|
|
|
$
|
191,246
|
|
|
$
|
181,446
|
|
Secondary Market Same Store
|
52,344
|
|
|
50,904
|
|
|
155,650
|
|
|
150,869
|
|
||||
Non-Same Store and Other
|
19,127
|
|
|
10,370
|
|
|
50,891
|
|
|
19,992
|
|
||||
Total property revenues
|
136,294
|
|
|
122,981
|
|
|
397,787
|
|
|
352,307
|
|
||||
Management fee income
|
146
|
|
|
209
|
|
|
465
|
|
|
687
|
|
||||
Total operating revenues
|
$
|
136,440
|
|
|
$
|
123,190
|
|
|
$
|
398,252
|
|
|
$
|
352,994
|
|
|
|
|
|
|
|
|
|
||||||||
NOI
|
|
|
|
|
|
|
|
|
|
|
|
||||
Large Market Same Store
|
$
|
38,159
|
|
|
$
|
35,700
|
|
|
$
|
113,707
|
|
|
$
|
105,675
|
|
Secondary Market Same Store
|
30,349
|
|
|
29,816
|
|
|
92,547
|
|
|
89,109
|
|
||||
Non-Same Store and Other
|
12,470
|
|
|
9,015
|
|
|
36,798
|
|
|
22,657
|
|
||||
Total NOI
|
80,978
|
|
|
74,531
|
|
|
243,052
|
|
|
217,441
|
|
||||
Discontinued operations NOI included above
|
(837
|
)
|
|
(2,839
|
)
|
|
(5,655
|
)
|
|
(11,198
|
)
|
||||
Management fee income
|
146
|
|
|
209
|
|
|
465
|
|
|
687
|
|
||||
Depreciation and amortization
|
(33,000
|
)
|
|
(30,979
|
)
|
|
(97,883
|
)
|
|
(89,701
|
)
|
||||
Acquisition expense
|
—
|
|
|
(1,343
|
)
|
|
(499
|
)
|
|
(1,574
|
)
|
||||
Property management expense
|
(5,193
|
)
|
|
(5,460
|
)
|
|
(15,970
|
)
|
|
(16,484
|
)
|
||||
General and administrative expense
|
(3,976
|
)
|
|
(3,527
|
)
|
|
(10,604
|
)
|
|
(10,436
|
)
|
||||
Merger related expenses
|
(5,561
|
)
|
|
—
|
|
|
(11,298
|
)
|
|
—
|
|
||||
Integration Costs
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
||||
Interest and other non-property income
|
16
|
|
|
89
|
|
|
86
|
|
|
343
|
|
||||
Interest expense
|
(14,941
|
)
|
|
(14,530
|
)
|
|
(45,715
|
)
|
|
(42,428
|
)
|
||||
(Loss) gain on debt extinguishment
|
(218
|
)
|
|
—
|
|
|
(387
|
)
|
|
5
|
|
||||
Amortization of deferred financing costs
|
(820
|
)
|
|
(971
|
)
|
|
(2,427
|
)
|
|
(2,611
|
)
|
||||
Net casualty (loss) gain after insurance and other settlement proceeds
|
—
|
|
|
(22
|
)
|
|
455
|
|
|
(24
|
)
|
||||
Gain on sale of non-depreciable assets
|
—
|
|
|
48
|
|
|
—
|
|
|
45
|
|
||||
Gain (loss) from real estate joint ventures
|
60
|
|
|
(72
|
)
|
|
161
|
|
|
(170
|
)
|
||||
Discontinued operations
|
29,437
|
|
|
16,944
|
|
|
75,343
|
|
|
42,723
|
|
||||
Net income attributable to noncontrolling interests
|
(1,772
|
)
|
|
(1,212
|
)
|
|
(4,536
|
)
|
|
(3,702
|
)
|
||||
Net income attributable to MAA
|
$
|
44,284
|
|
|
$
|
30,866
|
|
|
$
|
124,553
|
|
|
$
|
82,916
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Assets
|
|
|
|
||||
Large Market Same Store
|
$
|
1,265,355
|
|
|
$
|
1,108,827
|
|
Secondary Market Same Store
|
806,170
|
|
|
654,315
|
|
||
Non-Same Store and Other
|
674,432
|
|
|
949,398
|
|
||
Corporate assets
|
282,300
|
|
|
38,528
|
|
||
Total assets
|
$
|
3,028,257
|
|
|
$
|
2,751,068
|
|
|
Mid-America Apartment Communities, Inc. Shareholders
|
|
|
|
|
||||||||||||||||||
|
Common
Stock
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Distributions
in Excess of
Net Income
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||
EQUITY BALANCE DECEMBER 31, 2012
|
$
|
422
|
|
|
$
|
1,542,999
|
|
|
$
|
(603,315
|
)
|
|
$
|
(26,054
|
)
|
|
$
|
31,058
|
|
|
$
|
945,110
|
|
Net income
|
|
|
|
|
124,553
|
|
|
|
|
4,536
|
|
|
129,089
|
|
|||||||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
|
|
21,455
|
|
|
739
|
|
|
22,194
|
|
|||||||||
Issuance and registration of common shares
|
4
|
|
|
25,034
|
|
|
|
|
|
|
|
|
25,038
|
|
|||||||||
Shares repurchased and retired
|
—
|
|
|
(682
|
)
|
|
|
|
|
|
|
|
(682
|
)
|
|||||||||
Shares issued in exchange for units
|
1
|
|
|
549
|
|
|
|
|
|
|
(550
|
)
|
|
—
|
|
||||||||
Redeemable stock fair market value
|
|
|
|
|
209
|
|
|
|
|
|
|
209
|
|
||||||||||
Adjustment for noncontrolling interest ownership in operating partnership
|
|
|
(7,418
|
)
|
|
|
|
|
|
7,418
|
|
|
—
|
|
|||||||||
Amortization of unearned compensation
|
|
|
1,729
|
|
|
|
|
|
|
|
|
1,729
|
|
||||||||||
Dividends on common stock ($2.0850 per share)
|
|
|
|
|
(89,109
|
)
|
|
|
|
—
|
|
|
(89,109
|
)
|
|||||||||
Dividends on noncontrolling interest units ($2.0850 per unit)
|
|
|
|
|
|
|
|
|
(3,557
|
)
|
|
(3,557
|
)
|
||||||||||
EQUITY BALANCE SEPTEMBER 30, 2013
|
$
|
427
|
|
|
$
|
1,562,211
|
|
|
$
|
(567,662
|
)
|
|
$
|
(4,599
|
)
|
|
$
|
39,644
|
|
|
$
|
1,030,021
|
|
|
Mid-America Apartment Communities, Inc. Shareholders
|
|
|
|
|
||||||||||||||||||
|
Common
Stock
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Distributions
in Excess of
Net Income
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||
EQUITY BALANCE DECEMBER 31, 2011
|
$
|
389
|
|
|
$
|
1,375,623
|
|
|
$
|
(621,833
|
)
|
|
$
|
(35,848
|
)
|
|
$
|
25,131
|
|
|
$
|
743,462
|
|
Net income
|
|
|
|
|
|
|
82,916
|
|
|
|
|
|
3,702
|
|
|
86,618
|
|
||||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
|
|
|
|
|
5,381
|
|
|
1,730
|
|
|
7,111
|
|
||||||
Issuance and registration of common shares
|
28
|
|
|
173,934
|
|
|
|
|
|
|
|
|
|
|
|
173,962
|
|
||||||
Shares repurchased and retired
|
—
|
|
|
(1,863
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,863
|
)
|
||||||
Shares issued in exchange for units
|
2
|
|
|
2,670
|
|
|
|
|
|
|
|
|
(2,672
|
)
|
|
—
|
|
||||||
Redeemable stock fair market value
|
|
|
|
|
|
|
(168
|
)
|
|
|
|
|
|
|
|
(168
|
)
|
||||||
Adjustment for noncontrolling interest ownership in operating partnership
|
|
|
|
(4,812
|
)
|
|
|
|
|
|
|
|
4,812
|
|
|
—
|
|
||||||
Correction of classification of equity accounts
|
|
|
(27,032
|
)
|
|
24,871
|
|
|
|
|
2,161
|
|
|
—
|
|
||||||||
Amortization of unearned compensation
|
|
|
|
1,730
|
|
|
|
|
|
|
|
|
|
|
|
1,730
|
|
||||||
Dividends on common stock ($1.9800 per share)
|
|
|
|
|
|
|
(81,813
|
)
|
|
|
|
|
—
|
|
|
(81,813
|
)
|
||||||
Dividends on noncontrolling interest units ($1.9800 per unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,667
|
)
|
|
(3,667
|
)
|
||||||
EQUITY BALANCE SEPTEMBER 30, 2012
|
$
|
419
|
|
|
$
|
1,520,250
|
|
|
$
|
(596,027
|
)
|
|
$
|
(30,467
|
)
|
|
$
|
31,197
|
|
|
$
|
925,372
|
|
Community
|
Number of Units
|
Date Sold
|
Location
|
Operating Segment
|
Woodbridge at the Lake
|
188
|
May 15, 2013
|
Jacksonville, Florida
|
Large market same store
|
Savannahs at James Landing
|
256
|
June 13, 2013
|
Melbourne, Florida
|
Secondary market same store
|
High Ridge
|
160
|
June 13, 2013
|
Athens, Georgia
|
Secondary market same store
|
TPC Jacksonville
|
440
|
June 20, 2013
|
Jacksonville, Florida
|
Large market same store
|
Marsh Oaks
|
120
|
August 15, 2013
|
Jacksonville, Florida
|
Large market same store
|
Three Oaks
|
240
|
September 11, 2013
|
Valdosta, Georgia
|
Secondary market same store
|
Wildwood
|
216
|
September 11, 2013
|
Thomasville, Georgia
|
Secondary market same store
|
Shenandoah Ridge
|
272
|
September 30, 2013
|
Augusta, Georgia
|
Secondary market same store
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Attributable to MAA
|
$
|
15,974
|
|
|
$
|
14,668
|
|
|
$
|
52,211
|
|
|
$
|
42,164
|
|
Attributable to noncontrolling interest
|
645
|
|
|
466
|
|
|
1,535
|
|
|
1,731
|
|
||||
Income from continuing operations
|
$
|
16,619
|
|
|
$
|
15,134
|
|
|
$
|
53,746
|
|
|
$
|
43,895
|
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Attributable to MAA
|
$
|
28,310
|
|
|
$
|
16,198
|
|
|
$
|
72,342
|
|
|
$
|
40,752
|
|
Attributable to noncontrolling interest
|
1,127
|
|
|
746
|
|
|
3,001
|
|
|
1,971
|
|
||||
Income from discontinued operations
|
$
|
29,437
|
|
|
$
|
16,944
|
|
|
$
|
75,343
|
|
|
$
|
42,723
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
1,386
|
|
|
$
|
5,108
|
|
|
$
|
9,084
|
|
|
$
|
19,659
|
|
Other revenues
|
119
|
|
|
449
|
|
|
709
|
|
|
1,834
|
|
||||
Total revenues
|
1,505
|
|
|
5,557
|
|
|
9,793
|
|
|
21,493
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating expenses
|
680
|
|
|
3,073
|
|
|
4,147
|
|
|
10,702
|
|
||||
Depreciation and amortization
|
110
|
|
|
1,421
|
|
|
1,856
|
|
|
5,401
|
|
||||
Interest expense
|
65
|
|
|
310
|
|
|
351
|
|
|
1,184
|
|
||||
Total expense
|
855
|
|
|
4,804
|
|
|
6,354
|
|
|
17,287
|
|
||||
Income from discontinued operations before gain on sale
|
650
|
|
|
753
|
|
|
3,439
|
|
|
4,206
|
|
||||
Net (loss) gain on insurance and other settlement proceeds on discontinued operations
|
(1
|
)
|
|
99
|
|
|
(5
|
)
|
|
43
|
|
||||
Gain on sale of discontinued operations
|
28,788
|
|
|
16,092
|
|
|
71,909
|
|
|
38,474
|
|
||||
Income from discontinued operations
|
$
|
29,437
|
|
|
$
|
16,944
|
|
|
$
|
75,343
|
|
|
$
|
42,723
|
|
|
Borrowed
Balance
|
|
Effective
Rate
|
|
Contract
Maturity
|
|||
Fixed Rate Secured Debt
|
|
|
|
|
|
|||
Individual property mortgages
|
$
|
382,817
|
|
|
4.7
|
%
|
|
3/29/2019
|
FNMA conventional credit facilities
|
50,000
|
|
|
4.7
|
%
|
|
3/31/2017
|
|
Credit facility balances with:
|
|
|
|
|
|
|
|
|
LIBOR-based interest rate swaps
|
259,000
|
|
|
5.3
|
%
|
|
7/20/2014
|
|
Total fixed rate secured debt
|
$
|
691,817
|
|
|
4.9
|
%
|
|
5/4/2017
|
Variable Rate Secured Debt
(1)
|
|
|
|
|
|
|
|
|
FNMA conventional credit facilities
|
$
|
189,721
|
|
|
0.7
|
%
|
|
12/2/2016
|
FNMA tax-free credit facilities
|
89,217
|
|
|
0.9
|
%
|
|
7/23/2031
|
|
Freddie Mac credit facilities
|
64,247
|
|
|
0.7
|
%
|
|
7/1/2014
|
|
Freddie Mac mortgage
|
15,200
|
|
|
3.6
|
%
|
|
1/1/2016
|
|
Total variable rate secured debt
|
$
|
358,385
|
|
|
0.9
|
%
|
|
2/3/2020
|
Total Secured Debt
|
$
|
1,050,202
|
|
|
3.5
|
%
|
|
4/12/2018
|
|
|
|
|
|
|
|||
Unsecured Debt
|
|
|
|
|
|
|
|
|
Variable rate credit facility
|
$
|
350,000
|
|
|
1.3
|
%
|
|
8/7/2017
|
Term loan fixed with swaps
|
150,000
|
|
|
2.4
|
%
|
|
3/1/2017
|
|
Fixed rate senior private placement bonds
|
310,000
|
|
|
4.5
|
%
|
|
7/27/2021
|
|
Total Unsecured Debt
|
$
|
810,000
|
|
|
2.7
|
%
|
|
1/14/2019
|
|
|
|
|
|
|
|||
Total Outstanding Debt
|
$
|
1,860,202
|
|
|
3.2
|
%
|
|
8/11/2018
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest Rate Caps
|
|
12
|
|
$
|
224,631,000
|
|
Interest Rate Swaps
(1)
|
|
18
|
|
$
|
559,000,000
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate caps
|
|
11
|
|
$
|
63,820,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
10,681
|
|
|
$
|
245
|
|
|
Fair market value of interest rate swaps
|
|
$
|
9,858
|
|
|
$
|
21,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
10,681
|
|
|
$
|
245
|
|
|
|
|
$
|
9,858
|
|
|
$
|
21,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
57
|
|
|
$
|
43
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
57
|
|
|
$
|
43
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Changes in Accumulated Other Comprehensive Income by Component
|
|
||||||||||
|
|
Affected Line Item in the Consolidated Statements Of Operations
|
|
Gains and Losses on Cash Flow Hedges
|
|||||||
|
|
|
For the nine months ended September 30,
|
|
|||||||
|
|
|
2013
|
|
2012
|
|
|||||
Beginning balance
|
|
|
|
$
|
(26,054
|
)
|
|
$
|
(35,848
|
)
|
|
Other comprehensive income before reclassifications
|
|
|
|
10,096
|
|
|
(8,197
|
)
|
|
||
Amounts reclassified from accumulated other comprehensive income (interest rate contracts)
|
|
Interest (income)/expense
|
|
12,098
|
|
|
15,308
|
|
|
||
Net current-period other comprehensive income attributable to noncontrolling interest
|
|
|
|
(739
|
)
|
|
(1,730
|
)
|
|
||
Net current-period other comprehensive income attributable to MAA
|
|
|
|
21,455
|
|
|
5,381
|
|
|
||
Ending balance
|
|
|
|
$
|
(4,599
|
)
|
|
$
|
(30,467
|
)
|
|
|
Quoted Prices in
Active Markets for Identical Assets and Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Balance at
|
||||||||
|
|
|
|
September 30, 2013
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
10,738
|
|
|
$
|
—
|
|
|
$
|
10,738
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
9,858
|
|
|
$
|
—
|
|
|
$
|
9,858
|
|
|
Quoted Prices in
Active Markets for Identical Assets and Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Balance at
|
||||||||
|
|
|
|
December 31, 2012
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
21,423
|
|
|
$
|
—
|
|
|
$
|
21,423
|
|
•
|
inability to generate sufficient cash flows due to market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors;
|
•
|
difficulty in integrating Colonial’s operations, systems and personnel with ours;
|
•
|
failure of new acquisitions to achieve anticipated results or be efficiently integrated;
|
•
|
failure of development communities to be completed, if at all, on a timely basis or to lease-up as anticipated;
|
•
|
inability of a joint venture to perform as expected;
|
•
|
inability to acquire additional or dispose of existing apartment units on favorable economic terms;
|
•
|
unexpected capital needs;
|
•
|
increasing real estate taxes and insurance costs;
|
•
|
losses from catastrophes in excess of MAA’s insurance coverage;
|
•
|
inability to acquire funding through the capital markets;
|
•
|
the availability of credit, including mortgage financing, and the liquidity of the debt markets, including a material deterioration of the financial condition of the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation;
|
•
|
inability to replace financing with the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation should their investment in the multifamily industry decrease or cease to exist;
|
•
|
changes in interest rate levels, including that of variable rate debt, which are extensively used by MAA;
|
•
|
loss of hedge accounting treatment for interest rate swaps or interest rate caps;
|
•
|
the continuation of the good credit of MAA’s interest rate swap and cap providers;
|
•
|
inability to meet loan covenants;
|
•
|
significant decline in market value of real estate serving as collateral for mortgage obligations;
|
•
|
inability to pay required distributions to maintain our REIT status due to required debt payments or otherwise;
|
•
|
significant change in the mortgage financing market that would cause single-family housing, either as an owned or rental product, to become a more significant competitive product;
|
•
|
imposition of federal taxes if MAA fails to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, in any taxable year or foregone opportunities to ensure REIT status;
|
•
|
inability to attract and retain qualified personnel;
|
•
|
potential liability for environmental contamination;
|
•
|
adverse legislative or regulatory tax changes; and
|
•
|
litigation and compliance costs associated with laws requiring access for disabled persons
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income available for MAA common shareholders
|
$
|
44,284
|
|
|
$
|
30,866
|
|
|
$
|
124,553
|
|
|
$
|
82,916
|
|
Depreciation and amortization of real estate assets
|
32,421
|
|
|
30,421
|
|
|
96,156
|
|
|
87,962
|
|
||||
Depreciation and amortization of real estate assets of discontinued operations
|
110
|
|
|
1,322
|
|
|
1,856
|
|
|
5,357
|
|
||||
Gain on sales of discontinued operations
|
(28,788
|
)
|
|
(16,092
|
)
|
|
(71,909
|
)
|
|
(38,474
|
)
|
||||
Depreciation and amortization of real estate assets of real estate joint ventures
|
253
|
|
|
442
|
|
|
914
|
|
|
1,437
|
|
||||
Net income attributable to noncontrolling interests
|
1,772
|
|
|
1,212
|
|
|
4,536
|
|
|
3,702
|
|
||||
Funds from operations
|
$
|
50,052
|
|
|
$
|
48,171
|
|
|
$
|
156,106
|
|
|
$
|
142,900
|
|
|
Line
Limit
|
|
Amount
Collateralized and/or Available
|
|
Amount
Borrowed
|
|
Average Years
to Contract
Maturity
|
|||||||
Fannie Mae Credit Facilities
|
$
|
799,938
|
|
|
$
|
453,938
|
|
|
$
|
453,938
|
|
|
6.1
|
|
Freddie Mac Credit Facilities
|
200,000
|
|
|
198,247
|
|
|
198,247
|
|
|
0.8
|
|
|||
Other Secured Borrowings
|
398,017
|
|
|
398,017
|
|
|
398,017
|
|
|
5.4
|
|
|||
Unsecured Credit Facility
|
500,000
|
|
|
498,637
|
|
|
350,000
|
|
|
3.9
|
|
|||
Other Unsecured Borrowings
|
460,000
|
|
|
460,000
|
|
|
460,000
|
|
|
6.4
|
|
|||
JPMorgan Term Loan
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
0.8
|
|
|||
Total Debt
|
$
|
2,607,955
|
|
|
$
|
2,258,839
|
|
|
$
|
1,860,202
|
|
|
5.0
|
|
|
Principal
Balance
|
|
Average Years
to Rate
Maturity
|
|
Effective
Rate
|
||||
SECURED DEBT
|
|
|
|
|
|
||||
Conventional - Fixed Rate or Swapped
|
$
|
691,817
|
|
|
3.6
|
|
|
4.9
|
%
|
Conventional - Variable Rate - Capped
(1) (2)
|
213,136
|
|
|
2.4
|
|
|
0.9
|
%
|
|
Tax-free – Variable Rate - Capped
(1)
|
89,217
|
|
|
2.9
|
|
|
0.9
|
%
|
|
Total Fixed or Hedged Rate Maturity
|
$
|
994,170
|
|
|
3.3
|
|
|
3.7
|
%
|
Conventional - Variable Rate
|
56,032
|
|
|
0.2
|
|
|
0.7
|
%
|
|
Total Secured Rate Maturity
|
$
|
1,050,202
|
|
|
3.1
|
|
|
3.5
|
%
|
UNSECURED DEBT
|
|
|
|
|
|
|
|
|
|
Fixed Rate or Swapped
|
$
|
460,000
|
|
|
6.4
|
|
|
3.8
|
%
|
Variable Rate
|
350,000
|
|
|
0.1
|
|
|
1.3
|
%
|
|
Total Unsecured Rate Maturity
|
$
|
810,000
|
|
|
3.7
|
|
|
2.7
|
%
|
TOTAL DEBT RATE MATURITY
|
$
|
1,860,202
|
|
|
3.4
|
|
|
3.2
|
%
|
TOTAL FIXED OR HEDGED DEBT RATE MATURITY
|
$
|
1,454,170
|
|
|
4.3
|
|
|
3.7
|
%
|
(1)
|
The effective rate represents the average rate on the underlying variable debt unless the cap rates are reached, which average
4.6%
of LIBOR for conventional caps and
5.6%
of SIFMA for tax-free caps.
|
(2)
|
Includes a
$15.2 million
mortgage with an embedded cap at a
7%
all-in interest rate.
|
|
|
Credit Facility Amount Borrowed
|
|
|
|
|
|
|
||||||||||||||||
Maturity
|
|
Fannie Mae Secured
|
|
Freddie Mac Secured
|
|
Key Bank Unsecured
|
|
Other Secured
(1)
|
|
Other Unsecured
|
|
Total
|
||||||||||||
2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014
|
|
17,936
|
|
|
198,247
|
|
|
—
|
|
|
34,460
|
|
|
—
|
|
|
250,643
|
|
||||||
2015
|
|
105,785
|
|
|
—
|
|
|
—
|
|
|
34,988
|
|
|
—
|
|
|
140,773
|
|
||||||
2016
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
15,200
|
|
|
—
|
|
|
95,200
|
|
||||||
2017
|
|
80,000
|
|
|
—
|
|
|
350,000
|
|
|
59,817
|
|
|
168,000
|
|
|
657,817
|
|
||||||
Thereafter
|
|
170,217
|
|
|
—
|
|
|
—
|
|
|
253,552
|
|
|
292,000
|
|
|
715,769
|
|
||||||
Total
|
|
$
|
453,938
|
|
|
$
|
198,247
|
|
|
$
|
350,000
|
|
|
$
|
398,017
|
|
|
$
|
460,000
|
|
|
$
|
1,860,202
|
|
(1)
|
Chart does not present the principal amortization of property mortgages with amortizing principal balances. The total outstanding balances for these mortgages are presented in the year of the contract's maturity. See cash obligation table below for debt maturity requirement by year including the amortization of these balances.
|
|
|
Fixed
|
|
Interest
|
|
Total
|
|
|
|
Interest
|
|
Total
|
|||||||||||
|
|
Rate
|
|
Rate
|
|
Fixed Rate
|
|
Contract
|
|
Rate
|
|
Fixed or
|
|||||||||||
|
|
Debt
|
|
Swaps
|
|
Balances
|
|
Rate
|
|
Caps
(1)
|
|
Hedged
|
|||||||||||
2013
|
|
$
|
—
|
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
|
4.8
|
%
|
|
$
|
—
|
|
|
$
|
40,000
|
|
2014
|
|
34,460
|
|
|
144,000
|
|
|
178,460
|
|
|
5.1
|
%
|
|
59,494
|
|
|
237,954
|
|
|||||
2015
|
|
34,988
|
|
|
75,000
|
|
|
109,988
|
|
|
5.6
|
%
|
|
40,000
|
|
|
149,988
|
|
|||||
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
104,480
|
|
|
104,480
|
|
|||||
2017
|
|
127,817
|
|
|
150,000
|
|
|
277,817
|
|
|
2.7
|
%
|
|
65,511
|
|
|
343,328
|
|
|||||
Thereafter
|
|
545,552
|
|
|
—
|
|
|
545,552
|
|
|
4.7
|
%
|
|
32,868
|
|
|
578,420
|
|
|||||
Total
|
|
$
|
742,817
|
|
|
$
|
409,000
|
|
|
$
|
1,151,817
|
|
|
4.4
|
%
|
|
$
|
302,353
|
|
|
$
|
1,454,170
|
|
(1)
|
Includes a
$15.2 million
mortgage with an embedded cap at a
7%
all-in interest rate.
|
Contractual Obligations
(1)
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-Term Debt
(2)
|
|
$
|
1,905
|
|
|
$
|
242,716
|
|
|
$
|
525,323
|
|
|
$
|
87,978
|
|
|
$
|
162,322
|
|
|
$
|
839,958
|
|
|
$
|
1,860,202
|
|
Fixed Rate or Swapped Interest
(3)
|
|
10,407
|
|
|
39,619
|
|
|
33,431
|
|
|
30,824
|
|
|
25,612
|
|
|
75,161
|
|
|
215,054
|
|
|||||||
Purchase Obligations
(4)
|
|
1,840
|
|
|
1,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,226
|
|
|||||||
Operating Leases
|
|
2
|
|
|
9
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
30
|
|
|||||||
Total
|
|
$
|
14,154
|
|
|
$
|
283,730
|
|
|
$
|
558,761
|
|
|
$
|
118,808
|
|
|
$
|
187,940
|
|
|
$
|
915,119
|
|
|
$
|
2,078,512
|
|
(1)
|
Fixed rate and swapped interest are shown in this table. The average interest rates of variable rate debt are shown in preceding tables.
|
(2)
|
Represents principal payments.
|
(3)
|
Swapped interest is subject to the ineffective portion of cash flow hedges as described in Note 8 to the financial statements.
|
(4)
|
Represents development fees.
|
•
|
the inability to successfully combine the businesses of Colonial with ours in a manner that permits us to achieve the cost savings anticipated to result from the Merger, which would result in the anticipated benefits of the Merger not being realized in the timeframe currently anticipated or at all;
|
•
|
the complexities associated with managing the combined businesses out of several different locations and integrating personnel from the two companies;
|
•
|
the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;
|
•
|
potential unknown or unforeseen liabilities, increased expenses, delays or regulatory conditions associated with Colonial, Colonial LP or the Merger; and
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by integrating Colonial’s operations with our operations.
|
•
|
We would be required to pay U.S. federal income tax on Colonial’s prior net income at regular corporate rates for the years it did not qualify for taxation as a REIT (and, for such years, Colonial would not be allowed a deduction for dividends paid to its former shareholders in computing its taxable income);
|
•
|
Colonial could be subject to the federal alternative minimum tax and possibly increased state and local taxes for such periods; and
|
•
|
Unless Colonial is entitled to relief under applicable statutory provisions, neither it nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified.
|
•
|
competition from other apartment communities;
|
•
|
overbuilding of new apartment units or oversupply of available apartment units in our markets, which might adversely affect apartment occupancy or rental rates and/or require rent concessions in order to lease apartment units;
|
•
|
conversion of condominiums and single family houses to rental use;
|
•
|
weakness in the overall economy which lowers job growth and the associated demand for apartment housing;
|
•
|
increases in operating costs (including real estate taxes and insurance premiums) due to inflation and other factors, which may not be offset by increased rents;
|
•
|
inability to initially, or subsequently after lease terminations, rent apartments on favorable economic terms;
|
•
|
inability to complete or lease-up development communities on a timely basis, if at all;
|
•
|
changes in governmental regulations and the related costs of compliance;
|
•
|
changes in laws including, but not limited to, tax laws and housing laws including the enactment of rent control laws or other laws regulating multifamily housing;
|
•
|
withdrawal of government support of apartment financing through its financial backing of the Federal National Mortgage Association, or the Federal Home Loan Mortgage Corporation;
|
•
|
an uninsured loss, including those resulting from a catastrophic storm, earthquake, or act of terrorism;
|
•
|
changes in interest rate levels and the availability of financing, borrower credit standards, and down-payment requirements which could lead renters to purchase homes (if interest rates decrease and home loans are more readily available) or increase our acquisition and operating costs (if interest rates increase and financing is less readily available); and
|
•
|
the relative illiquidity of real estate investments.
|
•
|
we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community, and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations;
|
•
|
yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget and/or higher than expected concessions for lease up and lower rents than pro forma;
|
•
|
bankruptcy of developers in our development projects could impose delays and costs on us with respect to the development of our communities and may adversely affect our financial condition and results of operations;
|
•
|
we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such opportunities;
|
•
|
we may be unable to complete construction and lease-up of a community on schedule, or incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs;
|
•
|
occupancy rates and rents at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our profitability goals for that community; and
|
•
|
when we sell to third parties communities or properties that we developed or renovated, we may be subject to warranty or construction defects that are uninsured or exceed the limit of our insurance.
|
•
|
will consider the transfer to be null and void;
|
•
|
will not reflect the transaction on our books;
|
•
|
may institute legal action to enjoin the transaction;
|
•
|
will not pay dividends or other distributions with respect to those shares;
|
•
|
will not recognize any voting rights for those shares;
|
•
|
will consider the shares held in trust for our benefit; and
|
•
|
will either direct you to sell the shares and turn over any profit to us, or we will redeem the shares. If we redeem the shares, you will be paid a price equal to the lesser of:
|
◦
|
the principal price paid for the shares by the holder,
|
◦
|
a price per share equal to the market price (as determined in the manner set forth in our charter) of the applicable capital stock,
|
◦
|
the market price (as so determined) on the date such holder would, but for the restrictions on transfers set forth in our charter, be deemed to have acquired ownership of the shares and
|
◦
|
the maximum price allowed under Tennessee Greenmail Act (such price being the average of the highest and lowest closing market price for the shares during the 30 trading days preceding the purchase of such shares or, if the holder of such shares has commenced a tender offer or has announced an intention to seek control of us, during the 30 trading days preceding the commencement of such tender offer or the making of such announcement).
|
•
|
you may lose your power to dispose of the shares;
|
•
|
you may not recognize profit from the sale of such shares if the market price of the shares increases; and
|
•
|
you may be required to recognize a loss from the sale of such shares if the market price decreases.
|
•
|
the potential inability of our joint venture partner to perform;
|
•
|
the joint venture partner may have economic or business interests or goals which are inconsistent with or adverse to ours;
|
•
|
the joint venture partner may take actions contrary to our requests or instructions or contrary to our objectives or policies; and
|
•
|
the joint venturers may not be able to agree on matters relating to the property they jointly own.
|
•
|
our financial condition and operating performance and the performance of other similar companies;
|
•
|
actual or anticipated differences in our quarterly and annual operating results;
|
•
|
changes in our revenues or earnings estimates or recommendations by securities analysts;
|
•
|
publication of research reports about us or our industry by securities analysts;
|
•
|
additions and departures of key personnel;
|
•
|
inability to access the capital markets;
|
•
|
strategic decisions by us or our competitors, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
•
|
the issuance of additional shares of our common stock, or the perception that such sales may occur, including under our at-the-market controlled equity offering programs;
|
•
|
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
|
•
|
the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);
|
•
|
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares;
|
•
|
the passage of legislation or other regulatory developments that adversely affect us or our industry;
|
•
|
speculation in the press or investment community;
|
•
|
actions by institutional shareholders or hedge funds;
|
•
|
changes in accounting principles;
|
•
|
terrorist acts; and
|
•
|
general market conditions, including factors unrelated to our performance.
|
•
|
85% of ordinary income for that year;
|
•
|
95% of capital gain net income for that year; and
|
•
|
100% of undistributed taxable income from prior years.
|
MAA Purchases of Equity Securities
|
||||||||||||
Period
|
|
Total Number of
Shares Purchased (1) |
|
Average Price
Paid per Share |
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of Shares
That May Yet be Purchased Under the Plans or Programs (2) |
||||
July 1, 2013 - July 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,138,000
|
|
August 1, 2013 - August 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,138,000
|
|
September 1, 2013 - September 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,138,000
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,138,000
|
|
(1)
|
MAA did not repurchase any shares during the third quarter of 2013.
|
(2)
|
This number reflects the amount of shares that are available for purchase under our 4,000,000 share repurchase program authorized by our Board in 1999.
|
(a)
|
The following exhibits are filed as part of this Quarterly Report.
|
Exhibit
Number
|
|
Exhibit Description
|
10.20 †
|
|
Non-Qualified Stock Option Agreement for Company Employees under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan
|
10.21 †
|
|
Restricted Stock Award Agreement under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan
|
10.22 †
|
|
Incentive Stock Option Agreement for Company Employees under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan
|
12.1
|
|
Consolidated Ratio of Earnings to Fixed charges
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from Mid-America Apartment Communities, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the SEC on November 7, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheet as of September 30, 2013 (Unaudited) and December 31, 2012 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 (Unaudited) and 2012 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 (Unaudited) and 2012 (Unaudited); and (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 (Unaudited) and 2012 (Unaudited); (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text (Unaudited).*
|
|
|
MID-AMERICA APARTMENT COMMUNITIES, INC.
|
|
|
|
Date:
|
November 7, 2013
|
/s/Albert M. Campbell, III
|
|
|
Albert M. Campbell, III
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
2.
|
Manner of Exercise
.
|
Incremental Number
of Shares Vested
|
Vesting Date
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
Earnings:
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
16,619
|
|
$
|
15,134
|
|
$
|
53,746
|
|
$
|
43,895
|
|
Equity in (income) loss of unconsolidated entities
|
(60
|
)
|
72
|
|
(161
|
)
|
170
|
|
||||
Income from continuing operations before equity in (income) loss of unconsolidated entities
|
16,559
|
|
15,206
|
|
53,585
|
|
44,065
|
|
||||
Add:
|
|
|
|
|
||||||||
Distribution of income from investments in unconsolidated entities
|
114
|
|
1,101
|
|
8,311
|
|
11,880
|
|
||||
Fixed charges, less preferred distribution requirement of consolidated subsidiaries
|
16,007
|
|
16,056
|
|
49,260
|
|
46,883
|
|
||||
Deduct:
|
|
|
|
|
||||||||
Capitalized interest
|
246
|
|
555
|
|
1,118
|
|
1,844
|
|
||||
Total Earnings (A)
|
$
|
32,434
|
|
$
|
31,808
|
|
$
|
110,038
|
|
$
|
100,984
|
|
Fixed charges and preferred dividends:
|
|
|
|
|
||||||||
Interest expense
|
$
|
14,941
|
|
$
|
14,530
|
|
$
|
45,715
|
|
$
|
42,428
|
|
Amortization of deferred financing costs
|
820
|
|
971
|
|
2,427
|
|
2,611
|
|
||||
Capitalized interest
|
246
|
|
555
|
|
1,118
|
|
1,844
|
|
||||
Total Fixed Charges (B)
|
16,007
|
|
16,056
|
|
49,260
|
|
46,883
|
|
||||
Preferred dividends, including redemption costs
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total Fixed Charges and Stock Dividends (C)
|
$
|
16,007
|
|
$
|
16,056
|
|
$
|
49,260
|
|
$
|
46,883
|
|
|
|
|
|
|
||||||||
Ratio of Earnings to Fixed Charges (A/B)
|
2.0x
|
|
2.0x
|
|
2.2x
|
|
2.2x
|
|
||||
Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
|
2.0x
|
|
2.0x
|
|
2.2x
|
|
2.2x
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 7, 2013
|
/s/H. Eric Bolton, Jr.
|
|
H. Eric Bolton, Jr.
|
|
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 7, 2013
|
/s/ Albert M. Campbell, III
|
|
Albert M. Campbell, III
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/H. Eric Bolton, Jr.
|
H. Eric Bolton, Jr.
|
Chief Executive Officer
|
November 7, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/Albert M. Campbell, III
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Albert M. Campbell, III
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Chief Financial Officer
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November 7, 2013
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