Tennessee (Mid-America Apartment Communities, Inc.)
|
62-1543819
|
Tennessee (Mid-America Apartments, L.P.)
|
62-1543816
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
6584 Poplar Avenue, Memphis, Tennessee, 38138
|
|
|
(Address of principal executive offices) (Zip Code)
|
|
|
(901) 682-6600
|
|
|
(Registrant's telephone number, including area code)
|
|
|
|
|
|
N/A
|
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
|
||
Mid-America Apartment Communities, Inc.
|
YES
R
|
NO
o
|
Mid-America Apartments, L.P.
|
YES
R
|
NO
o
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
||
Mid-America Apartment Communities, Inc.
|
YES
R
|
NO
o
|
Mid-America Apartments, L.P.
|
YES
R
|
NO
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
||
Mid-America Apartment Communities, Inc.
|
YES
o
|
NO
R
|
Mid-America Apartments, L.P.
|
YES
o
|
NO
R
|
|
Number of Shares Outstanding at
|
Class
|
April 28, 2014
|
Common Stock, $0.01 par value
|
75,009,068
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements.
|
|
Mid-America Apartment Communities, Inc.
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013 (Unaudited).
|
4
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
5
|
|
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
6
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
7
|
Mid-America Apartments, L.P.
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013 (Unaudited).
|
8
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
9
|
|
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
10
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited).
|
11
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited).
|
12
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
36
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
50
|
Item 4.
|
Controls and Procedures.
|
50
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
Item 1.
|
Legal Proceedings.
|
51
|
Item 1A.
|
Risk Factors.
|
52
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
65
|
Item 3.
|
Defaults Upon Senior Securities.
|
65
|
Item 4.
|
Mine Safety Disclosures.
|
65
|
Item 5.
|
Other Information.
|
65
|
Item 6.
|
Exhibits.
|
66
|
|
Signatures.
|
67
|
|
Exhibit Index.
|
69
|
•
|
enhances investors' understanding of MAA and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both MAA and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
the consolidated financial statements in Item 1 of this report;
|
•
|
certain accompanying notes to the financial statements, including Note 3 - Earnings per Common Share of MAA and Note 4 - Earnings per OP Unit of MAALP; and Note 10 - Shareholders' Equity of MAA and Note 11 - Partners' Capital of MAALP;
|
•
|
the certifications of the Chief Executive Officer and Chief Financial Officer of MAA included as Exhibits 31 and 32 to this report.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
862,833
|
|
|
$
|
871,316
|
|
Buildings and improvements
|
6,467,714
|
|
|
6,366,701
|
|
||
Furniture, fixtures and equipment
|
201,361
|
|
|
199,573
|
|
||
Development and capital improvements in progress
|
103,100
|
|
|
166,048
|
|
||
|
7,635,008
|
|
|
7,603,638
|
|
||
Less accumulated depreciation
|
(1,191,115
|
)
|
|
(1,124,207
|
)
|
||
|
6,443,893
|
|
|
6,479,431
|
|
||
|
|
|
|
||||
Undeveloped land
|
59,191
|
|
|
63,850
|
|
||
Corporate properties, net
|
7,919
|
|
|
7,523
|
|
||
Investments in real estate joint ventures
|
2,982
|
|
|
5,499
|
|
||
Real estate assets, net
|
6,513,985
|
|
|
6,556,303
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
121,901
|
|
|
89,333
|
|
||
Restricted cash
|
37,876
|
|
|
44,361
|
|
||
Deferred financing costs, net
|
16,304
|
|
|
17,424
|
|
||
Other assets
|
57,356
|
|
|
91,637
|
|
||
Goodwill
|
4,106
|
|
|
4,106
|
|
||
Assets held for sale
|
34,135
|
|
|
38,761
|
|
||
Total assets
|
$
|
6,785,663
|
|
|
$
|
6,841,925
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Secured notes payable
|
$
|
1,785,161
|
|
|
$
|
1,790,935
|
|
Unsecured notes payable
|
1,677,898
|
|
|
1,681,783
|
|
||
Accounts payable
|
15,174
|
|
|
15,067
|
|
||
Fair market value of interest rate swaps
|
17,937
|
|
|
20,015
|
|
||
Accrued expenses and other liabilities
|
197,997
|
|
|
206,190
|
|
||
Security deposits
|
9,522
|
|
|
9,270
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
78
|
|
||
Total liabilities
|
3,703,689
|
|
|
3,723,338
|
|
||
|
|
|
|
||||
Redeemable stock
|
4,828
|
|
|
5,050
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 75,009,303 and 74,830,726 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively
(1)
|
749
|
|
|
747
|
|
||
Additional paid-in capital
|
3,604,117
|
|
|
3,599,549
|
|
||
Accumulated distributions in excess of net income
|
(694,150
|
)
|
|
(653,593
|
)
|
||
Accumulated other comprehensive income
|
2,691
|
|
|
108
|
|
||
Total MAA shareholders' equity
|
2,913,407
|
|
|
2,946,811
|
|
||
Noncontrolling interest
|
163,739
|
|
|
166,726
|
|
||
Total equity
|
3,077,146
|
|
|
3,113,537
|
|
||
Total liabilities and equity
|
$
|
6,785,663
|
|
|
$
|
6,841,925
|
|
(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
March 31, 2014
and
December 31, 2013
are
77,312
and
83,139
, respectively.
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Operating revenues:
|
|
|
|
||||
Rental revenues
|
$
|
220,988
|
|
|
$
|
117,705
|
|
Other property revenues
|
22,402
|
|
|
10,038
|
|
||
Total property revenues
|
243,390
|
|
|
127,743
|
|
||
Management fee income
|
97
|
|
|
177
|
|
||
Total operating revenues
|
243,487
|
|
|
127,920
|
|
||
Property operating expenses:
|
|
|
|
|
|
||
Personnel
|
24,909
|
|
|
13,981
|
|
||
Building repairs and maintenance
|
6,399
|
|
|
3,129
|
|
||
Real estate taxes and insurance
|
31,131
|
|
|
15,488
|
|
||
Utilities
|
13,478
|
|
|
6,565
|
|
||
Landscaping
|
5,408
|
|
|
2,866
|
|
||
Other operating
|
16,038
|
|
|
8,492
|
|
||
Depreciation and amortization
|
90,013
|
|
|
32,195
|
|
||
Total property operating expenses
|
187,376
|
|
|
82,716
|
|
||
Acquisition expense
|
11
|
|
|
10
|
|
||
Property management expenses
|
7,011
|
|
|
5,108
|
|
||
General and administrative expenses
|
4,342
|
|
|
3,239
|
|
||
Merger related expenses
|
2,076
|
|
|
—
|
|
||
Integration related expenses
|
3,842
|
|
|
—
|
|
||
Income from continuing operations before non-operating items
|
38,829
|
|
|
36,847
|
|
||
Interest and other non-property income
|
160
|
|
|
47
|
|
||
Interest expense
|
(30,676
|
)
|
|
(15,545
|
)
|
||
Loss on debt extinguishment/modification
|
—
|
|
|
(169
|
)
|
||
Amortization of deferred financing costs
|
(1,311
|
)
|
|
(804
|
)
|
||
Net casualty (loss) gain after insurance and other settlement proceeds
|
(10
|
)
|
|
16
|
|
||
Income before income tax expense
|
6,992
|
|
|
20,392
|
|
||
Income tax expense
|
(270
|
)
|
|
(223
|
)
|
||
Income from continuing operations before (loss) gain from real estate joint ventures
|
6,722
|
|
|
20,169
|
|
||
(Loss) gain from real estate joint ventures
|
(24
|
)
|
|
54
|
|
||
Income from continuing operations
|
6,698
|
|
|
20,223
|
|
||
Discontinued operations:
|
|
|
|
|
|
||
Income from discontinued operations before gain on sale
|
416
|
|
|
1,782
|
|
||
Net casualty loss after insurance and other settlement proceeds on discontinued operations
|
(2
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
5,481
|
|
|
—
|
|
||
Income before gain on sale of properties
|
12,593
|
|
|
22,005
|
|
||
Gain on sale of depreciable assets excluded from discontinued operations
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Consolidated net income
|
15,714
|
|
|
22,005
|
|
||
Net income attributable to noncontrolling interests
|
848
|
|
|
825
|
|
||
Net income available for MAA common shareholders
|
$
|
14,866
|
|
|
$
|
21,180
|
|
|
|
|
|
||||
Earnings per common share - basic:
|
|
|
|
|
|
||
Income from continuing operations available for common shareholders
|
$
|
0.12
|
|
|
$
|
0.46
|
|
Discontinued property operations
|
0.08
|
|
|
0.04
|
|
||
Net income available for common shareholders
|
$
|
0.20
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Earnings per common share - diluted:
|
|
|
|
|
|
||
Income from continuing operations available for common shareholders
|
$
|
0.12
|
|
|
$
|
0.46
|
|
Discontinued property operations
|
0.08
|
|
|
0.04
|
|
||
Net income available for common shareholders
|
$
|
0.20
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.7300
|
|
|
$
|
0.6950
|
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Consolidated net income
|
$
|
15,714
|
|
|
$
|
22,005
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized losses from the effective portion of derivative instruments
|
(997
|
)
|
|
(179
|
)
|
||
Reclassification adjustment for losses included in net income for the effective portion of derivative instruments
|
3,725
|
|
|
4,545
|
|
||
Total comprehensive income
|
18,442
|
|
|
26,371
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
(992
|
)
|
|
(1,003
|
)
|
||
Comprehensive income attributable to MAA
|
$
|
17,450
|
|
|
$
|
25,368
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
15,714
|
|
|
$
|
22,005
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Retail revenue accretion
|
(6
|
)
|
|
(10
|
)
|
||
Depreciation and amortization
|
91,469
|
|
|
34,237
|
|
||
Stock compensation expense
|
948
|
|
|
630
|
|
||
Exercise of stock options
|
1,775
|
|
|
—
|
|
||
Redeemable stock issued
|
145
|
|
|
159
|
|
||
Amortization of debt premium
|
(7,402
|
)
|
|
(225
|
)
|
||
Loss (gain) from investments in real estate joint ventures
|
24
|
|
|
(54
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
169
|
|
||
Derivative interest expense
|
427
|
|
|
267
|
|
||
Gain on sale of non-depreciable assets
|
(557
|
)
|
|
—
|
|
||
Gain on sale of depreciable assets
|
(2,564
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
(5,481
|
)
|
|
—
|
|
||
Net casualty loss (gain) and other settlement proceeds
|
12
|
|
|
(16
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
16,783
|
|
|
159
|
|
||
Other assets
|
5,664
|
|
|
(3,466
|
)
|
||
Accounts payable
|
106
|
|
|
1,086
|
|
||
Accrued expenses and other
|
(3,465
|
)
|
|
(12,985
|
)
|
||
Security deposits
|
240
|
|
|
161
|
|
||
Net cash provided by operating activities
|
113,832
|
|
|
42,117
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of real estate and other assets
|
(49,450
|
)
|
|
(32,561
|
)
|
||
Normal capital improvements
|
(10,502
|
)
|
|
(8,701
|
)
|
||
Construction capital and other improvements
|
(1,843
|
)
|
|
(576
|
)
|
||
Renovations to existing real estate assets
|
(1,356
|
)
|
|
(2,187
|
)
|
||
Development
|
(16,279
|
)
|
|
(12,240
|
)
|
||
Distributions from real estate joint ventures
|
8,865
|
|
|
4,964
|
|
||
Contributions to real estate joint ventures
|
—
|
|
|
(16
|
)
|
||
Proceeds from disposition of real estate assets
|
93,127
|
|
|
76
|
|
||
Funding of escrow for future acquisitions
|
(10,298
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
12,264
|
|
|
(51,241
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net change in credit lines
|
(17,936
|
)
|
|
19,000
|
|
||
Proceeds from notes payable
|
344
|
|
|
—
|
|
||
Principal payments on notes payable
|
(17,986
|
)
|
|
(1,370
|
)
|
||
Payment of deferred financing costs
|
(145
|
)
|
|
(120
|
)
|
||
Repurchase of common stock
|
(285
|
)
|
|
(673
|
)
|
||
Proceeds from issuances of common shares
|
227
|
|
|
22,058
|
|
||
Distributions to noncontrolling interests
|
(3,086
|
)
|
|
(1,204
|
)
|
||
Dividends paid on common shares
|
(54,661
|
)
|
|
(29,418
|
)
|
||
Net cash (used in) provided by financing activities
|
(93,528
|
)
|
|
8,273
|
|
||
Net increase (decrease) in cash and cash equivalents
|
32,568
|
|
|
(851
|
)
|
||
Cash and cash equivalents, beginning of period
|
89,333
|
|
|
9,075
|
|
||
Cash and cash equivalents, end of period
|
$
|
121,901
|
|
|
$
|
8,224
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
30,408
|
|
|
$
|
16,400
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||
Conversion of units to shares of common stock
|
$
|
744
|
|
|
$
|
443
|
|
Accrued construction in progress
|
$
|
9,971
|
|
|
$
|
7,126
|
|
Interest capitalized
|
$
|
513
|
|
|
$
|
448
|
|
Marked-to-market adjustment on derivative instruments
|
$
|
2,300
|
|
|
$
|
4,096
|
|
Fair value adjustment on debt assumed
|
$
|
1,651
|
|
|
$
|
—
|
|
Loan assumption
|
$
|
31,692
|
|
|
$
|
—
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
862,833
|
|
|
$
|
871,316
|
|
Buildings and improvements
|
6,467,714
|
|
|
6,366,701
|
|
||
Furniture, fixtures and equipment
|
201,361
|
|
|
199,573
|
|
||
Development and capital improvements in progress
|
103,100
|
|
|
166,048
|
|
||
|
7,635,008
|
|
|
7,603,638
|
|
||
Less accumulated depreciation
|
(1,191,115
|
)
|
|
(1,124,207
|
)
|
||
|
6,443,893
|
|
|
6,479,431
|
|
||
|
|
|
|
||||
Undeveloped land
|
59,191
|
|
|
63,850
|
|
||
Corporate properties, net
|
7,919
|
|
|
7,523
|
|
||
Investments in real estate joint ventures
|
2,982
|
|
|
5,499
|
|
||
Real estate assets, net
|
6,513,985
|
|
|
6,556,303
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
121,901
|
|
|
89,333
|
|
||
Restricted cash
|
37,876
|
|
|
44,361
|
|
||
Deferred financing costs, net
|
16,304
|
|
|
17,424
|
|
||
Other assets
|
57,356
|
|
|
91,637
|
|
||
Goodwill
|
4,106
|
|
|
4,106
|
|
||
Assets held for sale
|
34,135
|
|
|
38,761
|
|
||
Total assets
|
$
|
6,785,663
|
|
|
$
|
6,841,925
|
|
|
|
|
|
||||
Liabilities and Capital:
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Secured notes payable
|
$
|
1,785,161
|
|
|
$
|
1,790,935
|
|
Unsecured notes payable
|
1,677,898
|
|
|
1,681,783
|
|
||
Accounts payable
|
15,174
|
|
|
15,067
|
|
||
Fair market value of interest rate swaps
|
17,937
|
|
|
20,015
|
|
||
Accrued expenses and other liabilities
|
197,997
|
|
|
206,190
|
|
||
Security deposits
|
9,522
|
|
|
9,270
|
|
||
Due to general partner
|
19
|
|
|
19
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
78
|
|
||
Total liabilities
|
3,703,708
|
|
|
3,723,357
|
|
||
|
|
|
|
||||
Redeemable units
|
4,828
|
|
|
5,050
|
|
||
|
|
|
|
||||
Capital:
|
|
|
|
|
|
||
General partner: 75,009,303 OP Units outstanding at March 31, 2014 and 74,830,726 OP Units outstanding at December 31, 2013
(1)
|
2,910,649
|
|
|
2,946,598
|
|
||
Limited partners: 4,208,526 OP Units outstanding at March 31, 2014 and 4,227,384 OP Units outstanding at December 31, 2013
(1)
|
163,577
|
|
|
166,746
|
|
||
Accumulated other comprehensive income
|
2,901
|
|
|
174
|
|
||
Total capital
|
3,077,127
|
|
|
3,113,518
|
|
||
Total liabilities and capital
|
$
|
6,785,663
|
|
|
$
|
6,841,925
|
|
(1)
|
Number of units outstanding represent total OP Units regardless of classification on the consolidated balance sheet. The number of units classified as redeemable units on the consolidated balance sheet at
March 31, 2014
and
December 31, 2013
are
77,312
and
83,139
, respectively.
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Operating revenues:
|
|
|
|
||||
Rental revenues
|
$
|
220,988
|
|
|
$
|
117,705
|
|
Other property revenues
|
22,402
|
|
|
10,038
|
|
||
Total property revenues
|
243,390
|
|
|
127,743
|
|
||
Management fee income
|
97
|
|
|
177
|
|
||
Total operating revenues
|
243,487
|
|
|
127,920
|
|
||
Property operating expenses:
|
|
|
|
|
|
||
Personnel
|
24,909
|
|
|
13,981
|
|
||
Building repairs and maintenance
|
6,399
|
|
|
3,129
|
|
||
Real estate taxes and insurance
|
31,131
|
|
|
15,488
|
|
||
Utilities
|
13,478
|
|
|
6,565
|
|
||
Landscaping
|
5,408
|
|
|
2,866
|
|
||
Other operating
|
16,038
|
|
|
8,492
|
|
||
Depreciation and amortization
|
90,013
|
|
|
32,195
|
|
||
Total property operating expenses
|
187,376
|
|
|
82,716
|
|
||
Acquisition expense
|
11
|
|
|
10
|
|
||
Property management expenses
|
7,011
|
|
|
5,108
|
|
||
General and administrative expenses
|
4,342
|
|
|
3,239
|
|
||
Merger related expenses
|
2,076
|
|
|
—
|
|
||
Integration related expenses
|
3,842
|
|
|
—
|
|
||
Income from continuing operations before non-operating items
|
38,829
|
|
|
36,847
|
|
||
Interest and other non-property income
|
160
|
|
|
47
|
|
||
Interest expense
|
(30,676
|
)
|
|
(15,545
|
)
|
||
Loss on debt extinguishment/modification
|
—
|
|
|
(169
|
)
|
||
Amortization of deferred financing costs
|
(1,311
|
)
|
|
(804
|
)
|
||
Net casualty (loss) gain after insurance and other settlement proceeds
|
(10
|
)
|
|
16
|
|
||
Income before income tax expense
|
6,992
|
|
|
20,392
|
|
||
Income tax expense
|
(270
|
)
|
|
(223
|
)
|
||
Income from continuing operations before (loss) gain from real estate joint ventures
|
6,722
|
|
|
20,169
|
|
||
(Loss) gain from real estate joint ventures
|
(24
|
)
|
|
54
|
|
||
Income from continuing operations
|
6,698
|
|
|
20,223
|
|
||
Discontinued operations:
|
|
|
|
|
|
||
Income from discontinued operations before gain on sale
|
416
|
|
|
1,570
|
|
||
Net casualty loss after insurance and other settlement proceeds on discontinued operations
|
(2
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
5,481
|
|
|
—
|
|
||
Income before gain on sale of properties
|
12,593
|
|
|
21,793
|
|
||
Gain on sale of depreciable assets excluded from discontinued operations
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Net income available for Mid-America Apartments, L.P. common unitholders
|
$
|
15,714
|
|
|
$
|
21,793
|
|
|
|
|
|
||||
Earnings per common unit - basic:
|
|
|
|
|
|
||
Income from continuing operations available for common unitholders
|
$
|
0.12
|
|
|
$
|
0.46
|
|
Income from discontinued operations available for common unitholders
|
0.08
|
|
|
0.03
|
|
||
Net income available for common unitholders
|
$
|
0.20
|
|
|
$
|
0.49
|
|
|
|
|
|
||||
Earnings per common unit - diluted:
|
|
|
|
|
|
||
Income from continuing operations available for common unitholders
|
$
|
0.12
|
|
|
$
|
0.46
|
|
Income from discontinued operations available for common unitholders
|
0.08
|
|
|
0.03
|
|
||
Net income available for common unitholders
|
$
|
0.20
|
|
|
$
|
0.49
|
|
|
|
|
|
||||
Distributions declared per common unit
|
$
|
0.7300
|
|
|
$
|
0.6950
|
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Consolidated net income
|
$
|
15,714
|
|
|
$
|
21,793
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized losses from the effective portion of derivative instruments
|
(997
|
)
|
|
(179
|
)
|
||
Reclassification adjustment for losses included in net income for the effective portion of derivative instruments
|
3,725
|
|
|
4,545
|
|
||
Comprehensive income attributable to Mid-America Apartments, L.P.
|
$
|
18,442
|
|
|
$
|
26,159
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
15,714
|
|
|
$
|
21,793
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Retail revenue accretion
|
(6
|
)
|
|
(10
|
)
|
||
Depreciation and amortization
|
91,469
|
|
|
34,095
|
|
||
Stock compensation expense
|
948
|
|
|
630
|
|
||
Exercise of unit options
|
1,775
|
|
|
—
|
|
||
Redeemable units issued
|
145
|
|
|
159
|
|
||
Amortization of debt premium
|
(7,402
|
)
|
|
(225
|
)
|
||
Loss (gain) from investments in real estate joint ventures
|
24
|
|
|
(54
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
169
|
|
||
Derivative interest expense
|
427
|
|
|
261
|
|
||
Gain on sale of non-depreciable assets
|
(557
|
)
|
|
—
|
|
||
Gain on sale of depreciable assets
|
(2,564
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
(5,481
|
)
|
|
—
|
|
||
Net casualty loss (gain) and other settlement proceeds
|
12
|
|
|
(16
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Restricted cash
|
16,783
|
|
|
160
|
|
||
Other assets
|
5,664
|
|
|
(2,339
|
)
|
||
Accounts payable
|
106
|
|
|
1,097
|
|
||
Accrued expenses and other
|
(3,465
|
)
|
|
(14,837
|
)
|
||
Security deposits
|
240
|
|
|
160
|
|
||
Net cash provided by operating activities
|
113,832
|
|
|
41,043
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of real estate and other assets
|
(49,450
|
)
|
|
(32,561
|
)
|
||
Normal capital improvements
|
(10,502
|
)
|
|
(8,667
|
)
|
||
Construction capital and other improvements
|
(1,843
|
)
|
|
(576
|
)
|
||
Renovations to existing real estate assets
|
(1,356
|
)
|
|
(2,187
|
)
|
||
Development
|
(16,279
|
)
|
|
(12,240
|
)
|
||
Distributions from real estate joint ventures
|
8,865
|
|
|
4,964
|
|
||
Contributions to real estate joint ventures
|
—
|
|
|
(16
|
)
|
||
Proceeds from disposition of real estate assets
|
93,127
|
|
|
76
|
|
||
Funding of escrow for future acquisitions
|
(10,298
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
12,264
|
|
|
(51,207
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Advances from general partner
|
—
|
|
|
1,180
|
|
||
Net change in credit lines
|
(17,936
|
)
|
|
19,000
|
|
||
Proceeds from notes payable
|
344
|
|
|
—
|
|
||
Principal payments on notes payable
|
(17,986
|
)
|
|
(1,370
|
)
|
||
Payment of deferred financing costs
|
(145
|
)
|
|
(120
|
)
|
||
Repurchase of common units
|
(285
|
)
|
|
(673
|
)
|
||
Proceeds from issuances of common units
|
227
|
|
|
22,058
|
|
||
Distributions paid on common units
|
(57,747
|
)
|
|
(30,622
|
)
|
||
Net cash (used in) provided by financing activities
|
(93,528
|
)
|
|
9,453
|
|
||
Net increase (decrease) in cash and cash equivalents
|
32,568
|
|
|
(711
|
)
|
||
Cash and cash equivalents, beginning of period
|
89,333
|
|
|
8,934
|
|
||
Cash and cash equivalents, end of period
|
$
|
121,901
|
|
|
$
|
8,223
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
30,408
|
|
|
$
|
16,400
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
||||
Accrued construction in progress
|
$
|
9,971
|
|
|
$
|
7,126
|
|
Interest capitalized
|
$
|
513
|
|
|
$
|
448
|
|
Marked-to-market adjustment on derivative instruments
|
$
|
2,300
|
|
|
$
|
4,096
|
|
Fair value adjustment on debt assumed
|
$
|
1,651
|
|
|
$
|
—
|
|
Loan assumption
|
$
|
31,692
|
|
|
$
|
—
|
|
•
|
enhances a readers' understanding of MAA and the Operating Partnership by enabling the reader to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MAA and the Operating Partnership.
|
|
Percent Owned
|
|
Number of Units/Square Feet
|
|
Multifamily:
|
|
|
|
|
Mid-America Multifamily Fund II, LLC (Fund II)
|
33.33%
|
|
594
|
(1)
|
Belterra
|
10.00%
|
|
288
|
(2)
|
McKinney
|
25.00%
|
|
—
|
(3)
|
|
|
|
|
|
Commercial:
|
|
|
|
|
Land Title Building
|
33.30%
|
|
29,971
|
|
Land
|
$
|
469,396
|
|
Buildings and improvements
|
3,075,642
|
|
|
Furniture, fixtures and equipment
|
96,377
|
|
|
Development and capital improvements in progress
|
113,368
|
|
|
Undeveloped land
|
58,400
|
|
|
Properties held for sale
|
33,300
|
|
|
Lease intangible assets
|
57,946
|
|
|
Cash and cash equivalents
|
63,454
|
|
|
Restricted cash
|
6,825
|
|
|
Deferred costs and other assets, excluding lease intangible assets
|
87,713
|
|
|
Total assets acquired
|
4,062,421
|
|
|
|
|
||
Notes payable
|
(1,759,550)
|
|
|
Fair market value of interest rate swaps
|
(14,961)
|
|
|
Accounts payable, accrued expenses, and other liabilities
|
(125,034)
|
|
|
Total liabilities assumed, including debt
|
(1,899,545
|
)
|
|
|
|
||
Total purchase price
|
$
|
2,162,876
|
|
(dollars and shares in thousands, except per share amounts)
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Shares Outstanding
|
|
|
|
||||
Weighted average common shares - basic
|
74,803
|
|
|
42,354
|
|
||
Weighted average partnership units outstanding
|
—
|
|
(1)
|
1,715
|
|
||
Effect of dilutive securities
|
—
|
|
(1)
|
80
|
|
||
Weighted average common shares - diluted
|
74,803
|
|
|
44,149
|
|
||
|
|
|
|
||||
Calculation of Earnings per Share - basic
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
6,698
|
|
|
$
|
20,223
|
|
Gain on sale of depreciable assets excluded from discontinued operations
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Income from continuing operations attributable to noncontrolling interests
|
(534
|
)
|
|
(760
|
)
|
||
Income from continuing operations allocated to unvested restricted shares
|
(17
|
)
|
|
(18
|
)
|
||
Income from continuing operations available for common shareholders, adjusted
|
$
|
9,268
|
|
|
$
|
19,445
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,782
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(314
|
)
|
|
(65
|
)
|
||
Income from discontinued operations allocated to unvested restricted shares
|
(10
|
)
|
|
(2
|
)
|
||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
5,571
|
|
|
$
|
1,715
|
|
|
|
|
|
||||
Weighted average common shares - basic
|
74,803
|
|
|
42,354
|
|
||
Earnings per share - basic
|
$
|
0.20
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Calculation of Earnings per Share - diluted
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
6,698
|
|
|
$
|
20,223
|
|
Gain on sale of depreciable assets
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Income from continuing operations attributable to noncontrolling interests
|
(534
|
)
|
(1)
|
—
|
|
||
Income from continuing operations allocated to unvested restricted shares
|
(17
|
)
|
(1)
|
—
|
|
||
Income from continuing operations available for common shareholders, adjusted
|
$
|
9,268
|
|
|
$
|
20,223
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,782
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(314
|
)
|
(1)
|
—
|
|
||
Income from discontinued operations allocated to unvested restricted shares
|
(10
|
)
|
(1)
|
—
|
|
||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
5,571
|
|
|
$
|
1,782
|
|
|
|
|
|
||||
Weighted average common shares - diluted
|
74,803
|
|
|
44,149
|
|
||
Earnings per share - diluted
|
$
|
0.20
|
|
|
$
|
0.50
|
|
(dollars and units in thousands, except per unit amounts)
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Units Outstanding
|
|
|
|
||||
Weighted average common units - basic
|
79,023
|
|
|
44,109
|
|
||
Effect of dilutive securities
|
—
|
|
(1)
|
80
|
|
||
Weighted average common units - diluted
|
79,023
|
|
|
44,189
|
|
||
|
|
|
|
||||
Calculation of Earnings per Unit - basic
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
6,698
|
|
|
$
|
20,223
|
|
Gain on sale of depreciable assets excluded from discontinued operations
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Income from continuing operations allocated to unvested restricted shares
|
(17
|
)
|
|
(18
|
)
|
||
Income from continuing operations available for common unitholders, adjusted
|
$
|
9,802
|
|
|
$
|
20,205
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,570
|
|
Income from discontinued operations allocated to unvested restricted shares
|
(10
|
)
|
|
(1
|
)
|
||
Income from discontinued operations available for common unitholders, adjusted
|
$
|
5,885
|
|
|
$
|
1,569
|
|
|
|
|
|
||||
Weighted average common units - basic
|
79,023
|
|
|
44,109
|
|
||
Earnings per unit - basic:
|
$
|
0.20
|
|
|
$
|
0.49
|
|
|
|
|
|
||||
Calculation of Earnings per Unit - diluted
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
6,698
|
|
|
$
|
20,223
|
|
Gain on sale of depreciable assets
|
2,564
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
Income from continuing operations allocated to unvested restricted shares
|
(17
|
)
|
(1)
|
—
|
|
||
Income from continuing operations available for common unitholders, adjusted
|
$
|
9,802
|
|
|
$
|
20,223
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,570
|
|
Income from discontinued operations allocated to unvested restricted shares
|
(10
|
)
|
(1)
|
—
|
|
||
Income from discontinued operations available for common unitholders, adjusted
|
$
|
5,885
|
|
|
$
|
1,570
|
|
|
|
|
|
||||
Weighted average common units - diluted
|
79,023
|
|
|
44,189
|
|
||
Earnings per unit - diluted:
|
$
|
0.20
|
|
|
$
|
0.49
|
|
|
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, 2013
|
$
|
747
|
|
|
$
|
3,599,549
|
|
|
$
|
(653,593
|
)
|
|
$
|
108
|
|
|
$
|
166,726
|
|
|
$
|
3,113,537
|
|
Net income
|
|
|
|
|
14,866
|
|
|
|
|
848
|
|
|
15,714
|
|
|||||||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
|
|
2,583
|
|
|
144
|
|
|
2,727
|
|
|||||||||
Issuance and registration of common shares
|
1
|
|
|
226
|
|
|
|
|
|
|
|
|
227
|
|
|||||||||
Shares repurchased and retired
|
—
|
|
|
(285
|
)
|
|
|
|
|
|
|
|
(285
|
)
|
|||||||||
Exercise of stock options
|
1
|
|
|
1,774
|
|
|
|
|
|
|
|
|
1,775
|
|
|||||||||
Shares issued in exchange for units
|
—
|
|
|
744
|
|
|
|
|
|
|
(744
|
)
|
|
—
|
|
||||||||
Shares issued in exchange from redeemable stock
|
|
|
998
|
|
|
|
|
|
|
|
|
998
|
|
||||||||||
Redeemable stock fair market value
|
|
|
|
|
(631
|
)
|
|
|
|
|
|
(631
|
)
|
||||||||||
Adjustment for noncontrolling interest ownership in operating partnership
|
|
|
163
|
|
|
|
|
|
|
(163
|
)
|
|
—
|
|
|||||||||
Amortization of unearned compensation
|
|
|
948
|
|
|
|
|
|
|
|
|
948
|
|
||||||||||
Dividends on common stock ($0.7300 per share)
|
|
|
|
|
(54,792
|
)
|
|
|
|
—
|
|
|
(54,792
|
)
|
|||||||||
Dividends on noncontrolling interest units ($0.7300 per unit)
|
|
|
|
|
|
|
|
|
(3,072
|
)
|
|
(3,072
|
)
|
||||||||||
EQUITY BALANCE MARCH 31, 2014
|
$
|
749
|
|
|
$
|
3,604,117
|
|
|
$
|
(694,150
|
)
|
|
$
|
2,691
|
|
|
$
|
163,739
|
|
|
$
|
3,077,146
|
|
|
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
|
|
|
|
|
|
|
21,180
|
|
|
|
|
|
825
|
|
|
22,005
|
|
||||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
|
|
|
|
|
4,185
|
|
|
178
|
|
|
4,363
|
|
||||||
Issuance and registration of common shares
|
3
|
|
|
22,055
|
|
|
|
|
|
|
|
|
|
|
|
22,058
|
|
||||||
Shares repurchased and retired
|
—
|
|
|
(673
|
)
|
|
|
|
|
|
|
|
|
|
|
(673
|
)
|
||||||
Shares issued in exchange for units
|
1
|
|
|
442
|
|
|
|
|
|
|
|
|
(443
|
)
|
|
—
|
|
||||||
Redeemable stock fair market value
|
|
|
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
|
(319
|
)
|
||||||
Adjustment for noncontrolling interest ownership in operating partnership
|
|
|
|
302
|
|
|
|
|
|
|
|
|
(302
|
)
|
|
—
|
|
||||||
Amortization of unearned compensation
|
|
|
|
630
|
|
|
|
|
|
|
|
|
|
|
|
630
|
|
||||||
Dividends on common stock ($0.6950 per share)
|
|
|
|
|
|
|
(29,674
|
)
|
|
|
|
|
—
|
|
|
(29,674
|
)
|
||||||
Dividends on noncontrolling interest units ($0.6950 per unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,187
|
)
|
|
(1,187
|
)
|
||||||
EQUITY BALANCE MARCH 31, 2013
|
$
|
426
|
|
|
$
|
1,565,755
|
|
|
$
|
(612,128
|
)
|
|
$
|
(21,869
|
)
|
|
$
|
30,129
|
|
|
$
|
962,313
|
|
|
Mid-America Apartments, L.P. Unitholders
|
|
|
||||||||||||
|
Limited Partner
|
|
General Partner
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Partnership Capital
|
||||||||
CAPITAL BALANCE DECEMBER 31, 2013
|
$
|
166,746
|
|
|
$
|
2,946,598
|
|
|
$
|
174
|
|
|
$
|
3,113,518
|
|
Net income
|
848
|
|
|
14,866
|
|
|
|
|
15,714
|
|
|||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
2,727
|
|
|
2,727
|
|
||||||
Issuance of units
|
—
|
|
|
227
|
|
|
|
|
227
|
|
|||||
Units repurchased and retired
|
|
|
(285
|
)
|
|
|
|
(285
|
)
|
||||||
Exercise of unit options
|
|
|
1,775
|
|
|
|
|
1,775
|
|
||||||
General partner units issued in exchange for limited partner units
|
(744
|
)
|
|
744
|
|
|
|
|
—
|
|
|||||
Units issued in exchange from redeemable units
|
|
|
998
|
|
|
|
|
998
|
|
||||||
Redeemable units fair market value adjustment
|
|
|
(631
|
)
|
|
|
|
(631
|
)
|
||||||
Adjustment for limited partners' capital at redemption value
|
(201
|
)
|
|
201
|
|
|
|
|
—
|
|
|||||
Amortization of unearned compensation
|
|
|
948
|
|
|
|
|
948
|
|
||||||
Distributions ($0.7300 per unit)
|
(3,072
|
)
|
|
(54,792
|
)
|
|
|
|
(57,864
|
)
|
|||||
CAPITAL BALANCE MARCH 31, 2014
|
$
|
163,577
|
|
|
$
|
2,910,649
|
|
|
$
|
2,901
|
|
|
$
|
3,077,127
|
|
|
Mid-America Apartments, L.P. Unitholders
|
|
|
||||||||||||
|
Limited Partner
|
|
General Partner
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Partnership Capital
|
||||||||
CAPITAL BALANCE DECEMBER 31, 2012
|
$
|
38,154
|
|
|
$
|
927,734
|
|
|
$
|
(26,881
|
)
|
|
$
|
939,007
|
|
Net income
|
855
|
|
|
20,938
|
|
|
|
|
21,793
|
|
|||||
Other comprehensive income - derivative instruments (cash flow hedges)
|
|
|
|
|
4,357
|
|
|
4,357
|
|
||||||
Issuance of units
|
|
|
22,057
|
|
|
|
|
22,057
|
|
||||||
Units repurchased and retired
|
|
|
(673
|
)
|
|
|
|
(673
|
)
|
||||||
General partner units issued in exchange for limited partner units
|
(443
|
)
|
|
443
|
|
|
|
|
—
|
|
|||||
Redeemable units fair market value adjustment
|
|
|
(319
|
)
|
|
|
|
(319
|
)
|
||||||
Adjustment for limited partners capital at redemption value
|
2,812
|
|
|
(1,450
|
)
|
|
|
|
1,362
|
|
|||||
Amortization of unearned compensation
|
|
|
630
|
|
|
|
|
630
|
|
||||||
Distributions ($0.6950 per unit)
|
(1,187
|
)
|
|
(29,674
|
)
|
|
|
|
(30,861
|
)
|
|||||
CAPITAL BALANCE MARCH 31, 2013
|
$
|
40,191
|
|
|
$
|
939,686
|
|
|
$
|
(22,524
|
)
|
|
$
|
957,353
|
|
|
Borrowed
Balance
|
|
Effective
Rate
|
|
Contract
Maturity
|
|||
Fixed Rate Secured Debt
|
|
|
|
|
|
|||
Individual property mortgages
|
$
|
1,124,500
|
|
|
4.0
|
%
|
|
4/11/2019
|
FNMA conventional credit facilities
|
50,000
|
|
|
4.7
|
%
|
|
3/31/2017
|
|
Credit facility balances with:
|
|
|
|
|
|
|
|
|
LIBOR-based interest rate swaps
|
167,000
|
|
|
5.2
|
%
|
|
10/27/2014
|
|
Total fixed rate secured debt
|
$
|
1,341,500
|
|
|
4.2
|
%
|
|
8/24/2018
|
Variable Rate Secured Debt
(1)
|
|
|
|
|
|
|
|
|
FNMA conventional credit facilities
|
$
|
171,785
|
|
|
0.7
|
%
|
|
1/31/2017
|
FNMA tax-free credit facilities
|
88,370
|
|
|
0.9
|
%
|
|
7/23/2031
|
|
Freddie Mac credit facilities
|
156,247
|
|
|
0.7
|
%
|
|
7/1/2014
|
|
Freddie Mac mortgage
|
27,259
|
|
|
3.3
|
%
|
|
10/31/2015
|
|
Total variable rate secured debt
|
$
|
443,661
|
|
|
0.9
|
%
|
|
12/24/2018
|
Total Secured Debt
|
$
|
1,785,161
|
|
|
3.4
|
%
|
|
9/23/2018
|
|
|
|
|
|
|
|||
Unsecured Debt
|
|
|
|
|
|
|
|
|
Term loan fixed with swaps
|
550,000
|
|
|
3.1
|
%
|
|
11/10/2017
|
|
Fixed rate senior bonds
|
1,127,898
|
|
|
5.0
|
%
|
|
9/23/2019
|
|
Total Unsecured Debt
|
$
|
1,677,898
|
|
|
4.3
|
%
|
|
2/11/2019
|
|
|
|
|
|
|
|||
Total Outstanding Debt
|
$
|
3,463,059
|
|
|
3.8
|
%
|
|
6/24/2018
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest Rate Caps
|
|
7
|
|
$
|
180,000,000
|
|
Interest Rate Swaps
(1)
|
|
14
|
|
$
|
717,000,000
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate caps
|
|
15
|
|
$
|
134,326,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
441
|
|
|
$
|
396
|
|
|
Fair market value of interest rate swaps
|
|
$
|
17,937
|
|
|
$
|
20,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
441
|
|
|
$
|
396
|
|
|
|
|
$
|
17,937
|
|
|
$
|
20,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
83
|
|
|
$
|
49
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
83
|
|
|
$
|
49
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives in Cash Flow
Hedging Relationships |
|
Amount of
Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) |
|
Location of Gain or
(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Amount of
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Location of Gain or
(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
|
Amount of Gain or (Loss) Recognized in Income on
Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
||||||||||||||||||
Three months ended March 31,
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
$
|
(997
|
)
|
|
$
|
(179
|
)
|
|
Interest expense
|
|
$
|
(3,725
|
)
|
|
$
|
(4,545
|
)
|
|
Interest expense
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivatives in cash flow hedging relationships
|
|
$
|
(997
|
)
|
|
$
|
(179
|
)
|
|
|
|
$
|
(3,725
|
)
|
|
$
|
(4,545
|
)
|
|
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three months ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain or (Loss) Recognized in Income
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(69
|
)
|
|
$
|
(13
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(69
|
)
|
|
$
|
(13
|
)
|
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 three months ended March 31,
|
|
|||||||
|
|
|
2014
|
|
2013
|
|
|||||
Beginning balance
|
|
|
|
$
|
108
|
|
|
$
|
(26,054
|
)
|
|
Other comprehensive income before reclassifications
|
|
|
|
(997
|
)
|
|
(179
|
)
|
|
||
Amounts reclassified from accumulated other comprehensive income (interest rate contracts)
|
|
Interest (income)/expense
|
|
3,725
|
|
|
4,545
|
|
|
||
Net current-period other comprehensive income attributable to noncontrolling interest
|
|
|
|
(145
|
)
|
|
(181
|
)
|
|
||
Net current-period other comprehensive income attributable to MAA
|
|
|
|
2,583
|
|
|
4,185
|
|
|
||
Ending balance
|
|
|
|
$
|
2,691
|
|
|
$
|
(21,869
|
)
|
|
|
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
|
||||||||
|
|
|
|
March 31, 2014
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
524
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
17,937
|
|
|
$
|
—
|
|
|
$
|
17,937
|
|
|
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, 2013
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
444
|
|
|
$
|
—
|
|
|
$
|
444
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
20,015
|
|
|
$
|
—
|
|
|
$
|
20,015
|
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Income from continuing operations:
|
|
|
|
||||
Attributable to MAA
(1)
|
$
|
9,285
|
|
|
$
|
19,463
|
|
Attributable to noncontrolling interest
|
534
|
|
|
760
|
|
||
Income from continuing operations
|
$
|
9,819
|
|
|
$
|
20,223
|
|
|
|
|
|
||||
Income from discontinued operations:
|
|
|
|
|
|
||
Attributable to MAA
|
$
|
5,581
|
|
|
$
|
1,717
|
|
Attributable to noncontrolling interest
|
314
|
|
|
65
|
|
||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,782
|
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues
|
|
|
|
||||
Rental revenues
|
$
|
832
|
|
|
$
|
5,007
|
|
Other revenues
|
(5
|
)
|
|
439
|
|
||
Total revenues
|
827
|
|
|
5,446
|
|
||
Expenses
|
|
|
|
|
|
||
Property operating expenses
|
314
|
|
|
2,256
|
|
||
Depreciation and amortization
|
42
|
|
|
1,237
|
|
||
Interest expense and other
|
55
|
|
|
171
|
|
||
Total expense
|
411
|
|
|
3,664
|
|
||
Income from discontinued operations before gain on sale
|
416
|
|
|
1,782
|
|
||
Net loss on insurance and other settlement proceeds on discontinued operations
|
(2
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
5,481
|
|
|
—
|
|
||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,782
|
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues:
|
|
|
|
|
|
||
Rental revenues
|
$
|
832
|
|
|
$
|
4,434
|
|
Other revenues
|
(5
|
)
|
|
391
|
|
||
Total revenues
|
827
|
|
|
4,825
|
|
||
Expenses:
|
|
|
|
|
|
||
Property operating expenses
|
314
|
|
|
1,988
|
|
||
Depreciation and amortization
|
42
|
|
|
1,096
|
|
||
Interest expense and other
|
55
|
|
|
171
|
|
||
Total expenses
|
411
|
|
|
3,255
|
|
||
Income from discontinued operations before gain on sale
|
416
|
|
|
1,570
|
|
||
Net loss on insurance and other settlement proceeds on discontinued operations
|
(2
|
)
|
|
—
|
|
||
Gain on sale of discontinued operations
|
5,481
|
|
|
—
|
|
||
Income from discontinued operations
|
$
|
5,895
|
|
|
$
|
1,570
|
|
•
|
Large market same store communities are generally communities:
|
◦
|
in markets with a population of at least
1 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
1 million
but less than
1%
of the total public multifamily REIT units or in markets with a population of less than
1 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 March 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues
|
|
|
|
||||
Large Market Same Store
|
$
|
60,453
|
|
|
$
|
58,125
|
|
Secondary Market Same Store
|
61,531
|
|
|
60,399
|
|
||
Non-Same Store and Other
|
121,406
|
|
|
9,219
|
|
||
Total property revenues
|
243,390
|
|
|
127,743
|
|
||
Management fee income
|
97
|
|
|
177
|
|
||
Total operating revenues
|
$
|
243,487
|
|
|
$
|
127,920
|
|
|
|
|
|
||||
NOI
|
|
|
|
|
|
||
Large Market Same Store
|
$
|
35,789
|
|
|
$
|
34,749
|
|
Secondary Market Same Store
|
37,577
|
|
|
37,074
|
|
||
Non-Same Store and Other
|
74,260
|
|
|
8,590
|
|
||
Total NOI
|
147,626
|
|
|
80,413
|
|
||
Discontinued operations NOI included above
|
(1,599
|
)
|
|
(3,191
|
)
|
||
Management fee income
|
97
|
|
|
177
|
|
||
Depreciation and amortization
|
(90,013
|
)
|
|
(32,195
|
)
|
||
Acquisition expense
|
(11
|
)
|
|
(10
|
)
|
||
Property management expense
|
(7,011
|
)
|
|
(5,108
|
)
|
||
General and administrative expense
|
(4,342
|
)
|
|
(3,239
|
)
|
||
Merger related expenses
|
(2,076
|
)
|
|
—
|
|
||
Integration costs
|
(3,842
|
)
|
|
—
|
|
||
Interest and other non-property income
|
160
|
|
|
47
|
|
||
Interest expense
|
(30,676
|
)
|
|
(15,545
|
)
|
||
Loss on debt extinguishment/modification
|
—
|
|
|
(169
|
)
|
||
Amortization of deferred financing costs
|
(1,311
|
)
|
|
(804
|
)
|
||
Gain on sale of depreciable assets excluded from discontinued operations
|
2,564
|
|
|
—
|
|
||
Net casualty (loss) gain after insurance and other settlement proceeds
|
(10
|
)
|
|
16
|
|
||
Income tax expense
|
(270
|
)
|
|
(223
|
)
|
||
Gain on sale of non-depreciable assets
|
557
|
|
|
—
|
|
||
(Loss) gain from real estate joint ventures
|
(24
|
)
|
|
54
|
|
||
Discontinued operations
|
5,895
|
|
|
1,782
|
|
||
Net income attributable to noncontrolling interests
|
(848
|
)
|
|
(825
|
)
|
||
Net income attributable to MAA
|
$
|
14,866
|
|
|
$
|
21,180
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Large Market Same Store
|
$
|
1,239,787
|
|
|
$
|
1,252,575
|
|
Secondary Market Same Store
|
786,393
|
|
|
796,697
|
|
||
Non-Same Store and Other
|
4,564,689
|
|
|
4,638,892
|
|
||
Corporate assets
|
194,794
|
|
|
153,761
|
|
||
Total assets
|
$
|
6,785,663
|
|
|
$
|
6,841,925
|
|
•
|
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;
|
•
|
exposure, as a multifamily focused REIT, to risks inherent in investments in a single industry;
|
•
|
difficulty in integrating Colonial’s operations, systems and personnel with ours and certain uncertainties associated with our ability to sell our commercial asset portfolio;
|
•
|
adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our primary markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns;
|
•
|
failure of new acquisitions to achieve anticipated results or be efficiently integrated;
|
•
|
failure of development communities to be completed, if at all, within budget and on a timely basis or to lease-up as anticipated;
|
•
|
unexpected capital needs;
|
•
|
changes in operating costs, including real estate taxes, utilities and insurance costs;
|
•
|
losses from catastrophes in excess of our insurance coverage;
|
•
|
ability to obtain financing at favorable rates, if at all, and refinance existing debt as it matures;
|
•
|
level and volatility of interest or capitalization rates or capital market conditions;
|
•
|
loss of hedge accounting treatment for interest rate swaps or interest rate caps;
|
•
|
the continuation of the good credit of our interest rate swap and cap providers;
|
•
|
price volatility, dislocations and liquidity disruptions in the financial markets and the resulting impact on financing;
|
•
|
the effect of any rating agency actions on the cost and availability of new debt financing;
|
•
|
significant decline in market value of real estate serving as collateral for mortgage obligations;
|
•
|
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;
|
•
|
our ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;
|
•
|
inability to attract and retain qualified personnel;
|
•
|
potential liability for environmental contamination;
|
•
|
adverse legislative or regulatory tax changes;
|
•
|
litigation and compliance costs associated with laws requiring access for disabled persons; and
|
•
|
other risks identified in this Quarterly Report on Form 10-Q and, from time to time, in other reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly disseminate.
|
|
Three months ended March 31,
|
||
|
2014
|
|
2013
|
Properties
|
271
|
|
161
|
Units
|
83,324
|
|
48,225
|
Development Units
|
999
|
|
774
|
Average Effective Monthly Rent/Unit, excluding lease-up and development
|
$900.86
|
|
$861.76
|
Occupancy, excluding lease-up and development
|
95.5%
|
|
96.1%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase
|
|
Percentage Increase
|
|||||||
Large Market Same Store
|
$
|
60,453
|
|
|
$
|
58,125
|
|
|
$
|
2,328
|
|
|
4.0
|
%
|
Secondary Market Same Store
|
61,531
|
|
|
60,399
|
|
|
1,132
|
|
|
1.9
|
%
|
|||
Non-Same Store and Other
|
121,406
|
|
|
9,219
|
|
|
112,187
|
|
|
1,216.9
|
%
|
|||
Total
|
$
|
243,390
|
|
|
$
|
127,743
|
|
|
$
|
115,647
|
|
|
90.5
|
%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase
|
|
Percentage Increase
|
|||||||
Large Market Same Store
|
$
|
24,664
|
|
|
$
|
23,376
|
|
|
$
|
1,288
|
|
|
5.5
|
%
|
Secondary Market Same Store
|
23,954
|
|
|
23,326
|
|
|
628
|
|
|
2.7
|
%
|
|||
Non-Same Store and Other
|
48,745
|
|
|
3,819
|
|
|
44,926
|
|
|
1,176.4
|
%
|
|||
Total
|
$
|
97,363
|
|
|
$
|
50,521
|
|
|
$
|
46,842
|
|
|
92.7
|
%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase/ (Decrease)
|
|
Percentage Increase/(Decrease)
|
|||||||
Large Market Same Store
|
$
|
14,226
|
|
|
$
|
14,359
|
|
|
$
|
(133
|
)
|
|
(0.9
|
)%
|
Secondary Market Same Store
|
14,931
|
|
|
15,051
|
|
|
(120
|
)
|
|
(0.8
|
)%
|
|||
Non-Same Store and Other
|
60,856
|
|
|
2,785
|
|
|
58,071
|
|
|
2,085.1
|
%
|
|||
Total
|
$
|
90,013
|
|
|
$
|
32,195
|
|
|
$
|
57,818
|
|
|
179.6
|
%
|
|
Three months ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income available for MAA common shareholders
|
$
|
14,866
|
|
|
$
|
21,180
|
|
Depreciation and amortization of real estate assets
|
89,450
|
|
|
31,603
|
|
||
Depreciation and amortization of real estate assets of discontinued operations
|
42
|
|
|
1,231
|
|
||
Gain on sales of discontinued operations
|
(5,481
|
)
|
|
—
|
|
||
Gain on sale of depreciable assets excluded from discontinued operations
|
(2,564
|
)
|
|
—
|
|
||
Depreciation and amortization of real estate assets of real estate joint ventures
|
199
|
|
|
380
|
|
||
Net income attributable to noncontrolling interests
|
848
|
|
|
825
|
|
||
Funds from operations
|
97,360
|
|
|
55,219
|
|
||
Acquisition expense
|
11
|
|
|
10
|
|
||
Merger related expenses
|
2,076
|
|
|
—
|
|
||
Integration related expenses
|
3,842
|
|
|
—
|
|
||
Gain on sale of non-depreciable assets
|
(557
|
)
|
|
—
|
|
||
Mark-to-market debt adjustment
|
(7,141
|
)
|
|
(226
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
169
|
|
||
Core funds from operations
|
$
|
95,591
|
|
|
$
|
55,172
|
|
|
Principal
Balance
|
|
Average
Years to
Rate
Maturity
|
|
Effective
Rate
|
||||
SECURED DEBT
|
|
|
|
|
|
|
|
|
|
Conventional - Fixed Rate or Swapped
|
$
|
1,341,500
|
|
|
4.9
|
|
|
4.2
|
%
|
Conventional - Variable Rate - Capped
(1)
|
251,259
|
|
|
1.8
|
|
|
0.9
|
%
|
|
Tax-free - Variable Rate - Capped
(1)
|
88,370
|
|
|
3.9
|
|
|
0.9
|
%
|
|
Total Fixed or Hedged Rate Maturity
|
$
|
1,681,129
|
|
|
4.4
|
|
|
3.5
|
%
|
Conventional - Variable Rate
(2)
|
104,032
|
|
|
0.2
|
|
|
1.0
|
%
|
|
Total Secured Rate Maturity
|
$
|
1,785,161
|
|
|
4.2
|
|
|
3.4
|
%
|
UNSECURED DEBT
|
|
|
|
|
|
|
|||
Fixed Rate or Swapped
|
$
|
1,677,898
|
|
|
3.5
|
|
|
4.3
|
%
|
Total Unsecured Rate Maturity
|
$
|
1,677,898
|
|
|
3.5
|
|
|
4.3
|
%
|
TOTAL DEBT RATE MATURITY
|
$
|
3,463,059
|
|
|
3.9
|
|
|
3.8
|
%
|
TOTAL FIXED OR HEDGED DEBT RATE MATURITY
|
$
|
3,359,027
|
|
|
4.0
|
|
|
3.9
|
%
|
(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 $27 million of mortgages with an imbedded cap at a 7% all-in interest rate.
|
|
|
Fixed Rate Debt
|
|
Interest Rate Swaps
|
|
Total Fixed Rate Balances
|
|
Contract Rate
|
|
Interest Rate Caps
|
|
Total Fixed or Hedged
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
2014
|
|
$
|
214,293
|
|
|
$
|
92,000
|
|
|
$
|
306,293
|
|
|
6.0
|
%
|
|
$
|
59,000
|
|
|
$
|
365,293
|
|
2015
|
|
254,153
|
|
|
75,000
|
|
|
329,153
|
|
|
5.5
|
%
|
|
52,059
|
|
|
381,212
|
|
|||||
2016
|
|
95,074
|
|
|
—
|
|
|
95,074
|
|
|
6.0
|
%
|
|
104,449
|
|
|
199,523
|
|
|||||
2017
|
|
160,528
|
|
|
300,000
|
|
|
460,528
|
|
|
2.3
|
%
|
|
64,890
|
|
|
525,418
|
|
|||||
2018
|
|
104,413
|
|
|
250,000
|
|
|
354,413
|
|
|
3.2
|
%
|
|
32,750
|
|
|
387,163
|
|
|||||
Thereafter
|
|
1,473,938
|
|
|
—
|
|
|
1,473,938
|
|
|
4.0
|
%
|
|
26,480
|
|
|
1,500,418
|
|
|||||
Total
|
|
$
|
2,302,399
|
|
|
$
|
717,000
|
|
|
$
|
3,019,399
|
|
|
4.1
|
%
|
|
$
|
339,628
|
|
|
$
|
3,359,027
|
|
Contractual
Obligations
(1)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-Term Debt Obligations
(2)
|
|
$
|
420,700
|
|
|
$
|
395,858
|
|
|
$
|
186,225
|
|
|
$
|
497,406
|
|
|
$
|
393,490
|
|
|
$
|
1,569,380
|
|
|
$
|
3,463,059
|
|
Fixed Rate or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Swapped Interest
(3)
|
|
82,464
|
|
|
88,044
|
|
|
74,105
|
|
|
62,504
|
|
|
53,661
|
|
|
168,279
|
|
|
529,057
|
|
|||||||
Purchase Obligations
(4)
|
|
1,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,236
|
|
|||||||
Operating Lease Obligations
|
|
190
|
|
|
250
|
|
|
249
|
|
|
244
|
|
|
174
|
|
|
—
|
|
|
1,107
|
|
|||||||
Total
|
|
$
|
504,590
|
|
|
$
|
484,152
|
|
|
$
|
260,579
|
|
|
$
|
560,154
|
|
|
$
|
447,325
|
|
|
$
|
1,737,659
|
|
|
$
|
3,994,459
|
|
•
|
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 time frame 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.
|
•
|
MAA 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 rental rates;
|
•
|
inability to initially, or subsequently after lease terminations, rent apartments on favorable economic terms;
|
•
|
failure of development communities to be completed, if at all, within budget and on a timely basis or to lease up as anticipated;
|
•
|
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
|
•
|
the relative illiquidity of real estate investments.
|
•
|
we may be unable to obtain financing for acquisitions on favorable terms or at all;
|
•
|
even if we are able to finance the acquisition, cash flow from the acquisition may be insufficient to meet our required principal and interest payments on the acquisition;
|
•
|
even if we enter into an acquisition agreement for an apartment community, we may be unable to complete the acquisition after incurring certain acquisition-related costs;
|
•
|
we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we are subsequently unable to complete;
|
•
|
when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing profitability, and these additional investments may not produce the anticipated improvements in profitability; and
|
•
|
we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate such apartment communities or personnel will result in inefficiencies that could adversely affect our expected return on our investments and our overall profitability.
|
•
|
a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Code, so that any related capital gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and
|
•
|
federal tax laws limit our ability to profit on the sale of communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable.
|
•
|
all or the full extent of potential environmental liabilities;
|
•
|
that any prior owner or operator of a property did not create any material environmental condition unknown to us;
|
•
|
that a material environmental condition does not otherwise exist as to any one or more of such communities; or
|
•
|
that environmental matters will not have a material adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt.
|
•
|
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.
|
•
|
we may be required to dedicate a substantial portion of our funds from operations to servicing our debt and our cash flow may be insufficient to make required payments of principal and interest;
|
•
|
we may be subject to prepayment penalties if we elect to repay our indebtedness prior to the stated maturity date;
|
•
|
debt service obligations will reduce funds available for distribution to our shareholders and funds available for acquisitions, development and redevelopment;
|
•
|
we may be more vulnerable to economic and industry downturns than our competitors that have less debt;
|
•
|
we may be limited in our ability to respond to changing business and economic conditions; and
|
•
|
we may default on our indebtedness, which could result in acceleration of those obligations, assignment of rents and leases and loss of properties to foreclosure.
|
•
|
will consider the transfer to be null and void;
|
•
|
will not reflect the transaction on its 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 its benefit; and
|
•
|
will either direct you to sell the shares and turn over any profit to MAA, or MAA will redeem the shares. If MAA redeems 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 its 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 its 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 MAA, 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.
|
•
|
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 MAA's common stock, or the perception that such sales may occur, including under MAA's 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 MAA's 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.
|
Period
|
Total Number
of Shares
Purchased |
|
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
(1)
|
||||
January 1, 2014 - January 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
February 1, 2014 - February 28, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
March 1, 2014 - March 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
|
|
|
|
|
|
|
|
||||
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
(1)
|
This number reflects the amount of shares of MAA's common stock that were available for purchase under our 4,000,000 share repurchase program authorized by our Board of Directors in 1999.
|
(a)
|
The following exhibits are filed as part of this Quarterly Report.
|
Exhibit
Number
|
|
Exhibit Description
|
10.1 †
|
|
Form of Change in Control and Termination Agreement
|
12.1
|
|
Consolidated Ratio of Earnings to Fixed charges for MAA
|
12.2
|
|
Consolidated Ratio of Earnings to Fixed charges for MAALP
|
31.1
|
|
Certification of Chief Executive Officer of MAA Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer of MAA Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.3
|
|
Certification of Chief Executive Officer of MAA, in its capacity as general partner of MAALP, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.4
|
|
Certification of Chief Financial Officer of MAA, in its capacity as general partner of MAALP, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer of MAA 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 of MAA Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.3
|
|
Certification of Chief Executive Officer of MAA, in its capacity as general partner of MAALP, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.4
|
|
Certification of Chief Financial Officer of MAA, in its capacity as general partner of MAALP, 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 (MAA) and Mid-America Apartments, L.P.'s (MAALP) Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the SEC on May 2, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text (Unaudited).
|
|
|
MID-AMERICA APARTMENT COMMUNITIES, INC.
|
|
|
|
Date:
|
May 2, 2014
|
/s/Albert M. Campbell, III
|
|
|
Albert M. Campbell, III
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
MID-AMERICA APARTMENTS, L.P.
|
|
|
a Tennessee Limited Partnership
|
|
By:
|
Mid-America Apartment Communities, Inc., its general partner
|
|
|
|
Date:
|
May 2, 2014
|
/s/Albert M. Campbell, III
|
|
|
Albert M. Campbell, III
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Exhibit Description
|
10.1 †
|
|
Form of Change in Control and Termination Agreement
|
12.1
|
|
Consolidated Ratio of Earnings to Fixed charges for MAA
|
12.2
|
|
Consolidated Ratio of Earnings to Fixed charges for MAALP
|
31.1
|
|
Certification of Chief Executive Officer of MAA Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer of MAA Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.3
|
|
Certification of Chief Executive Officer of MAA, in its capacity as general partner of MAALP, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.4
|
|
Certification of Chief Financial Officer of MAA, in its capacity as general partner of MAALP, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer of MAA 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 of MAA Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.3
|
|
Certification of Chief Executive Officer of MAA, in its capacity as general partner of MAALP, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.4
|
|
Certification of Chief Financial Officer of MAA, in its capacity as general partner of MAALP, 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 (MAA) and Mid-America Apartments, L.P.'s (MAALP) Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the SEC on May 2, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (Unaudited) and 2013 (Unaudited); and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text (Unaudited).
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Three months ended March 31,
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2014
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2013
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Earnings:
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Income from continuing operations
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$
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6,698
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$
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20,223
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Equity in loss (income) of unconsolidated entities
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24
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(54
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)
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Income tax expense
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270
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223
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Income from continuing operations before equity in loss (income) of unconsolidated entities and income tax expense
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6,992
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20,392
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Add:
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Distribution of income from investments in unconsolidated entities
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8,865
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4,964
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Fixed charges, less preferred distribution requirement of consolidated subsidiaries
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32,500
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16,797
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Deduct:
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Capitalized interest
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513
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448
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Total Earnings (A)
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$
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47,844
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$
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41,705
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Fixed charges and preferred dividends:
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Interest expense
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$
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30,676
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$
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15,545
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Amortization of deferred financing costs
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1,311
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804
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Capitalized interest
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513
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448
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Total Fixed Charges (B)
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$
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32,500
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$
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16,797
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Preferred dividends, including redemption costs
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—
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—
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Total Fixed Charges and Stock Dividends (C)
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$
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32,500
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$
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16,797
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Ratio of Earnings to Fixed Charges (A/B)
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1.5 x
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2.5 x
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Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
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1.5 x
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2.5 x
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Three months ended March 31,
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2014
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2013
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Earnings:
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|
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Income from continuing operations
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$
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6,698
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|
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$
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20,223
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|
Equity in loss (income) of unconsolidated entities
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24
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(54
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)
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Income tax expense
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270
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223
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Income from continuing operations before equity in loss (income) of unconsolidated entities and income tax expense
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6,992
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20,392
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Add:
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Distribution of income from investments in unconsolidated entities
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8,865
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4,964
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Fixed charges, less preferred distribution requirement of consolidated subsidiaries
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32,500
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16,797
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Deduct:
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Capitalized interest
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513
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448
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Total Earnings (A)
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$
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47,844
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$
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41,705
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Fixed charges and preferred dividends:
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Interest expense
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$
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30,676
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$
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15,545
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Amortization of deferred financing costs
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1,311
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804
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||
Capitalized interest
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513
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448
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Total Fixed Charges (B)
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$
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32,500
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$
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16,797
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Preferred dividends, including redemption costs
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—
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—
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Total Fixed Charges and Stock Dividends (C)
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$
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32,500
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$
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16,797
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Ratio of Earnings to Fixed Charges (A/B)
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1.5 x
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2.5 x
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Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
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1.5 x
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2.5 x
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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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.
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Date:
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May 2, 2014
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chief Executive Officer
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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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.
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Date:
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May 2, 2014
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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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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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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.
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Date:
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May 2, 2014
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chief Executive Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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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.
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Date:
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May 2, 2014
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
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(1)
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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/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chief Executive Officer
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May 2, 2014
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(1)
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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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May 2, 2014
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(1)
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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 Operating Partnership.
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chief Executive Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
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May 2, 2014
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(1)
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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 Operating Partnership.
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
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May 2, 2014
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