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 27, 2015
|
Common Stock, $0.01 par value
|
75,346,684
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements.
|
|
Mid-America Apartment Communities, Inc.
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 (Unaudited).
|
4
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
5
|
|
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
6
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
7
|
Mid-America Apartments, L.P.
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 (Unaudited).
|
8
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
9
|
|
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
10
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited).
|
11
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited).
|
12
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
34
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
45
|
Item 4.
|
Controls and Procedures.
|
45
|
|
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings.
|
46
|
Item 1A.
|
Risk Factors.
|
46
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
46
|
Item 3.
|
Defaults Upon Senior Securities.
|
46
|
Item 4.
|
Mine Safety Disclosures.
|
47
|
Item 5.
|
Other Information.
|
47
|
Item 6.
|
Exhibits.
|
48
|
|
Signatures.
|
49
|
|
Exhibit Index.
|
51
|
•
|
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 2 - Earnings per Common Share of MAA and Note 3 - Earnings per OP Unit of MAALP; and Note 9 - Shareholders' Equity of MAA and Note 10 - 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, 2015
|
|
December 31, 2014
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
889,912
|
|
|
$
|
907,598
|
|
Buildings and improvements
|
6,558,169
|
|
|
6,763,978
|
|
||
Furniture, fixtures and equipment
|
203,808
|
|
|
212,850
|
|
||
Development and capital improvements in progress
|
71,119
|
|
|
80,772
|
|
||
|
7,723,008
|
|
|
7,965,198
|
|
||
Less accumulated depreciation
|
(1,268,103
|
)
|
|
(1,358,399
|
)
|
||
|
6,454,905
|
|
|
6,606,799
|
|
||
|
|
|
|
||||
Undeveloped land
|
47,242
|
|
|
47,242
|
|
||
Corporate properties, net
|
8,337
|
|
|
7,988
|
|
||
Investments in real estate joint ventures
|
1,802
|
|
|
1,791
|
|
||
Assets held for sale
|
175,292
|
|
|
36,452
|
|
||
Real estate assets, net
|
6,687,578
|
|
|
6,700,272
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
18,331
|
|
|
25,401
|
|
||
Restricted cash
|
26,951
|
|
|
28,181
|
|
||
Deferred financing costs, net
|
13,638
|
|
|
17,812
|
|
||
Other assets
|
50,863
|
|
|
57,041
|
|
||
Goodwill
|
2,321
|
|
|
2,321
|
|
||
Total assets
|
$
|
6,799,682
|
|
|
$
|
6,831,028
|
|
|
|
|
|
||||
Liabilities and equity:
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Secured notes payable
|
$
|
1,429,069
|
|
|
$
|
1,592,116
|
|
Unsecured notes payable
|
2,050,424
|
|
|
1,932,399
|
|
||
Accounts payable
|
7,680
|
|
|
8,395
|
|
||
Fair market value of interest rate swaps
|
15,007
|
|
|
13,392
|
|
||
Accrued expenses and other liabilities
|
195,222
|
|
|
216,478
|
|
||
Security deposits
|
10,490
|
|
|
10,526
|
|
||
Liabilities associated with assets held for sale
|
32,084
|
|
|
—
|
|
||
Total liabilities
|
3,739,976
|
|
|
3,773,306
|
|
||
|
|
|
|
||||
Redeemable stock
|
6,309
|
|
|
5,911
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 75,345,023 and 75,267,675 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
(1)
|
753
|
|
|
752
|
|
||
Additional paid-in capital
|
3,619,976
|
|
|
3,619,270
|
|
||
Accumulated distributions in excess of net income
|
(726,062
|
)
|
|
(729,086
|
)
|
||
Accumulated other comprehensive loss
|
(2,453
|
)
|
|
(412
|
)
|
||
Total MAA shareholders' equity
|
2,892,214
|
|
|
2,890,524
|
|
||
Noncontrolling interest
|
161,183
|
|
|
161,287
|
|
||
Total equity
|
3,053,397
|
|
|
3,051,811
|
|
||
Total liabilities and equity
|
$
|
6,799,682
|
|
|
$
|
6,831,028
|
|
(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, 2015
and
December 31, 2014
are
81,645
and
87,818
, respectively.
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating revenues:
|
|
|
|
||||
Rental revenues
|
$
|
234,199
|
|
|
$
|
220,988
|
|
Other property revenues
|
23,612
|
|
|
22,402
|
|
||
Total property revenues
|
257,811
|
|
|
243,390
|
|
||
Management fee income
|
—
|
|
|
97
|
|
||
Total operating revenues
|
257,811
|
|
|
243,487
|
|
||
Property operating expenses:
|
|
|
|
|
|
||
Personnel
|
25,653
|
|
|
24,909
|
|
||
Building repairs and maintenance
|
6,622
|
|
|
6,748
|
|
||
Real estate taxes and insurance
|
33,192
|
|
|
31,131
|
|
||
Utilities
|
22,028
|
|
|
21,548
|
|
||
Landscaping
|
5,392
|
|
|
5,408
|
|
||
Other operating
|
7,507
|
|
|
7,619
|
|
||
Depreciation and amortization
|
73,112
|
|
|
90,013
|
|
||
Total property operating expenses
|
173,506
|
|
|
187,376
|
|
||
Acquisition expense
|
339
|
|
|
11
|
|
||
Property management expenses
|
8,493
|
|
|
7,011
|
|
||
General and administrative expenses
|
6,566
|
|
|
4,342
|
|
||
Merger related expenses
|
—
|
|
|
2,076
|
|
||
Integration related expenses
|
—
|
|
|
3,842
|
|
||
Income from continuing operations before non-operating items
|
68,907
|
|
|
38,829
|
|
||
Interest and other non-property (expense) income
|
(157
|
)
|
|
160
|
|
||
Interest expense
|
(29,931
|
)
|
|
(30,676
|
)
|
||
Loss on debt extinguishment
|
(3,376
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
(917
|
)
|
|
(1,311
|
)
|
||
Net casualty loss after insurance and other settlement proceeds
|
(19
|
)
|
|
(10
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
30,228
|
|
|
2,564
|
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
557
|
|
||
Income before income tax expense
|
64,735
|
|
|
10,113
|
|
||
Income tax expense
|
(510
|
)
|
|
(270
|
)
|
||
Income from continuing operations before joint venture activity
|
64,225
|
|
|
9,843
|
|
||
Gain (loss) from real estate joint ventures
|
19
|
|
|
(24
|
)
|
||
Income from continuing operations
|
64,244
|
|
|
9,819
|
|
||
Discontinued operations:
|
|
|
|
|
|
||
Income from discontinued operations before gain on sale
|
433
|
|
|
416
|
|
||
Net casualty loss after insurance and other settlement proceeds on discontinued operations
|
—
|
|
|
(2
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
5,481
|
|
||
Consolidated net income
|
64,677
|
|
|
15,714
|
|
||
Net income attributable to noncontrolling interests
|
3,410
|
|
|
848
|
|
||
Net income available for MAA common shareholders
|
$
|
61,267
|
|
|
$
|
14,866
|
|
|
|
|
|
||||
Earnings per common share - basic:
|
|
|
|
|
|
||
Income from continuing operations available for common shareholders
|
$
|
0.81
|
|
|
$
|
0.12
|
|
Discontinued property operations
|
—
|
|
|
0.08
|
|
||
Net income available for common shareholders
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Earnings per common share - diluted:
|
|
|
|
|
|
||
Income from continuing operations available for common shareholders
|
$
|
0.81
|
|
|
$
|
0.12
|
|
Discontinued property operations
|
—
|
|
|
0.08
|
|
||
Net income available for common shareholders
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.7700
|
|
|
$
|
0.7300
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Consolidated net income
|
$
|
64,677
|
|
|
$
|
15,714
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized loss from the effective portion of derivative instruments
|
(4,347
|
)
|
|
(997
|
)
|
||
Reclassification adjustment for net losses included in net income for the effective portion of derivative instruments
|
2,192
|
|
|
3,725
|
|
||
Total comprehensive income
|
62,522
|
|
|
18,442
|
|
||
Less: comprehensive loss attributable to noncontrolling interests
|
(3,296
|
)
|
|
(992
|
)
|
||
Comprehensive income attributable to MAA
|
$
|
59,226
|
|
|
$
|
17,450
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
64,677
|
|
|
$
|
15,714
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Retail revenue accretion
|
(29
|
)
|
|
(6
|
)
|
||
Depreciation and amortization
|
74,034
|
|
|
91,469
|
|
||
Stock compensation expense
|
1,289
|
|
|
948
|
|
||
Redeemable stock issued
|
189
|
|
|
145
|
|
||
Amortization of debt premium
|
(5,197
|
)
|
|
(7,402
|
)
|
||
(Gain) loss from investments in real estate joint ventures
|
(17
|
)
|
|
24
|
|
||
Loss on debt extinguishment
|
2,787
|
|
|
—
|
|
||
Derivative interest (credit) expense
|
(473
|
)
|
|
427
|
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
(557
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
(30,228
|
)
|
|
(2,564
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(5,481
|
)
|
||
Net casualty loss and other settlement proceeds
|
19
|
|
|
12
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
7,391
|
|
|
787
|
|
||
Other assets
|
2,441
|
|
|
5,664
|
|
||
Accounts payable
|
(431
|
)
|
|
106
|
|
||
Accrued expenses and other
|
(16,060
|
)
|
|
(3,465
|
)
|
||
Security deposits
|
465
|
|
|
240
|
|
||
Net cash provided by operating activities
|
100,857
|
|
|
96,061
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of real estate and other assets
|
(48,685
|
)
|
|
(24,857
|
)
|
||
Normal capital improvements
|
(16,499
|
)
|
|
(15,033
|
)
|
||
Construction capital and other improvements
|
(3,153
|
)
|
|
(3,521
|
)
|
||
Renovations to existing real estate assets
|
(5,150
|
)
|
|
(1,417
|
)
|
||
Development
|
(5,034
|
)
|
|
(33,232
|
)
|
||
Distributions from real estate joint ventures
|
6
|
|
|
8,865
|
|
||
Proceeds from disposition of real estate assets
|
52,770
|
|
|
93,127
|
|
||
(Funding) return of escrow for future acquisitions
|
(6,431
|
)
|
|
4,395
|
|
||
Net cash (used in) provided by investing activities
|
(32,176
|
)
|
|
28,327
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net change in credit lines
|
3,885
|
|
|
(17,936
|
)
|
||
Proceeds from notes payable
|
—
|
|
|
344
|
|
||
Principal payments on notes payable
|
(17,472
|
)
|
|
(17,986
|
)
|
||
Payment of deferred financing costs
|
(172
|
)
|
|
(145
|
)
|
||
Repurchase of common stock
|
(937
|
)
|
|
(285
|
)
|
||
Proceeds from issuances of common shares
|
8
|
|
|
227
|
|
||
Exercise of stock options
|
—
|
|
|
1,775
|
|
||
Distributions to noncontrolling interests
|
(3,223
|
)
|
|
(3,086
|
)
|
||
Dividends paid on common shares
|
(57,840
|
)
|
|
(54,661
|
)
|
||
Net cash used in financing activities
|
(75,751
|
)
|
|
(91,753
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(7,070
|
)
|
|
32,635
|
|
||
Cash and cash equivalents, beginning of period
|
25,401
|
|
|
89,333
|
|
||
Cash and cash equivalents, end of period
|
$
|
18,331
|
|
|
$
|
121,968
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
27,017
|
|
|
$
|
30,408
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||
Conversion of units to shares of common stock
|
$
|
46
|
|
|
$
|
744
|
|
Accrued construction in progress
|
$
|
8,392
|
|
|
$
|
9,971
|
|
Interest capitalized
|
$
|
474
|
|
|
$
|
513
|
|
Marked-to-market adjustment on derivative instruments
|
$
|
(1,659
|
)
|
|
$
|
2,300
|
|
Fair value adjustment on debt assumed
|
$
|
—
|
|
|
$
|
1,651
|
|
Loan assumption
|
$
|
—
|
|
|
$
|
31,692
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
889,912
|
|
|
$
|
907,598
|
|
Buildings and improvements
|
6,558,169
|
|
|
6,763,978
|
|
||
Furniture, fixtures and equipment
|
203,808
|
|
|
212,850
|
|
||
Development and capital improvements in progress
|
71,119
|
|
|
80,772
|
|
||
|
7,723,008
|
|
|
7,965,198
|
|
||
Less accumulated depreciation
|
(1,268,103
|
)
|
|
(1,358,399
|
)
|
||
|
6,454,905
|
|
|
6,606,799
|
|
||
|
|
|
|
||||
Undeveloped land
|
47,242
|
|
|
47,242
|
|
||
Corporate properties, net
|
8,337
|
|
|
7,988
|
|
||
Investments in real estate joint ventures
|
1,802
|
|
|
1,791
|
|
||
Assets held for sale
|
175,292
|
|
|
36,452
|
|
||
Real estate assets, net
|
6,687,578
|
|
|
6,700,272
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
18,331
|
|
|
25,401
|
|
||
Restricted cash
|
26,951
|
|
|
28,181
|
|
||
Deferred financing costs, net
|
13,638
|
|
|
17,812
|
|
||
Other assets
|
50,863
|
|
|
57,041
|
|
||
Goodwill
|
2,321
|
|
|
2,321
|
|
||
Total assets
|
$
|
6,799,682
|
|
|
$
|
6,831,028
|
|
|
|
|
|
||||
Liabilities and Capital:
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Secured notes payable
|
$
|
1,429,069
|
|
|
$
|
1,592,116
|
|
Unsecured notes payable
|
2,050,424
|
|
|
1,932,399
|
|
||
Accounts payable
|
7,680
|
|
|
8,395
|
|
||
Fair market value of interest rate swaps
|
15,007
|
|
|
13,392
|
|
||
Accrued expenses and other liabilities
|
195,222
|
|
|
216,478
|
|
||
Security deposits
|
10,490
|
|
|
10,526
|
|
||
Due to general partner
|
19
|
|
|
19
|
|
||
Liabilities associated with assets held for sale
|
32,084
|
|
|
—
|
|
||
Total liabilities
|
3,739,995
|
|
|
3,773,325
|
|
||
|
|
|
|
||||
Redeemable units
|
6,309
|
|
|
5,911
|
|
||
|
|
|
|
||||
Capital:
|
|
|
|
|
|
||
General partner: 75,345,023 OP Units outstanding at March 31, 2015 and 75,267,675 OP Units outstanding at December 31, 2014
(1)
|
2,894,589
|
|
|
2,890,858
|
|
||
Limited partners: 4,189,966 OP Units outstanding at March 31, 2015 and 4,191,152 OP Units outstanding at December 31, 2014
(1)
|
161,320
|
|
|
161,310
|
|
||
Accumulated other comprehensive loss
|
(2,531
|
)
|
|
(376
|
)
|
||
Total capital
|
3,053,378
|
|
|
3,051,792
|
|
||
Total liabilities and capital
|
$
|
6,799,682
|
|
|
$
|
6,831,028
|
|
(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, 2015
and
December 31, 2014
are
81,645
and
87,818
, respectively.
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating revenues:
|
|
|
|
||||
Rental revenues
|
$
|
234,199
|
|
|
$
|
220,988
|
|
Other property revenues
|
23,612
|
|
|
22,402
|
|
||
Total property revenues
|
257,811
|
|
|
243,390
|
|
||
Management fee income
|
—
|
|
|
97
|
|
||
Total operating revenues
|
257,811
|
|
|
243,487
|
|
||
Property operating expenses:
|
|
|
|
|
|
||
Personnel
|
25,653
|
|
|
24,909
|
|
||
Building repairs and maintenance
|
6,622
|
|
|
6,748
|
|
||
Real estate taxes and insurance
|
33,192
|
|
|
31,131
|
|
||
Utilities
|
22,028
|
|
|
21,548
|
|
||
Landscaping
|
5,392
|
|
|
5,408
|
|
||
Other operating
|
7,507
|
|
|
7,619
|
|
||
Depreciation and amortization
|
73,112
|
|
|
90,013
|
|
||
Total property operating expenses
|
173,506
|
|
|
187,376
|
|
||
Acquisition expense
|
339
|
|
|
11
|
|
||
Property management expenses
|
8,493
|
|
|
7,011
|
|
||
General and administrative expenses
|
6,566
|
|
|
4,342
|
|
||
Merger related expenses
|
—
|
|
|
2,076
|
|
||
Integration related expenses
|
—
|
|
|
3,842
|
|
||
Income from continuing operations before non-operating items
|
68,907
|
|
|
38,829
|
|
||
Interest and other non-property (expense) income
|
(157
|
)
|
|
160
|
|
||
Interest expense
|
(29,931
|
)
|
|
(30,676
|
)
|
||
Loss on debt extinguishment
|
(3,376
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
(917
|
)
|
|
(1,311
|
)
|
||
Net casualty loss after insurance and other settlement proceeds
|
(19
|
)
|
|
(10
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
30,228
|
|
|
2,564
|
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
557
|
|
||
Income before income tax expense
|
64,735
|
|
|
10,113
|
|
||
Income tax expense
|
(510
|
)
|
|
(270
|
)
|
||
Income from continuing operations before joint venture activity
|
64,225
|
|
|
9,843
|
|
||
Gain (loss) from real estate joint ventures
|
19
|
|
|
(24
|
)
|
||
Income from continuing operations
|
64,244
|
|
|
9,819
|
|
||
Discontinued operations:
|
|
|
|
|
|
||
Income from discontinued operations before gain on sale
|
433
|
|
|
416
|
|
||
Net casualty loss after insurance and other settlement proceeds on discontinued operations
|
—
|
|
|
(2
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
5,481
|
|
||
Net income available for Mid-America Apartments, L.P. common unitholders
|
$
|
64,677
|
|
|
$
|
15,714
|
|
|
|
|
|
||||
Earnings per common unit - basic:
|
|
|
|
|
|
||
Income from continuing operations available for common unitholders
|
$
|
0.81
|
|
|
$
|
0.12
|
|
Income from discontinued operations available for common unitholders
|
—
|
|
|
0.08
|
|
||
Net income available for common unitholders
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Earnings per common unit - diluted:
|
|
|
|
|
|
||
Income from continuing operations available for common unitholders
|
$
|
0.81
|
|
|
$
|
0.12
|
|
Income from discontinued operations available for common unitholders
|
—
|
|
|
0.08
|
|
||
Net income available for common unitholders
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Distributions declared per common unit
|
$
|
0.7700
|
|
|
$
|
0.7300
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income available for Mid-America Apartments, L.P. common unitholders
|
$
|
64,677
|
|
|
$
|
15,714
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized loss from the effective portion of derivative instruments
|
(4,347
|
)
|
|
(997
|
)
|
||
Reclassification adjustment for net losses included in net income for the effective portion of derivative instruments
|
2,192
|
|
|
3,725
|
|
||
Comprehensive income attributable to Mid-America Apartments, L.P.
|
$
|
62,522
|
|
|
$
|
18,442
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income
|
$
|
64,677
|
|
|
$
|
15,714
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Retail revenue accretion
|
(29
|
)
|
|
(6
|
)
|
||
Depreciation and amortization
|
74,034
|
|
|
91,469
|
|
||
Stock compensation expense
|
1,289
|
|
|
948
|
|
||
Redeemable units issued
|
189
|
|
|
145
|
|
||
Amortization of debt premium
|
(5,197
|
)
|
|
(7,402
|
)
|
||
(Gain) loss from investments in real estate joint ventures
|
(17
|
)
|
|
24
|
|
||
Loss on debt extinguishment
|
2,787
|
|
|
—
|
|
||
Derivative interest (credit) expense
|
(473
|
)
|
|
427
|
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
(557
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
(30,228
|
)
|
|
(2,564
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(5,481
|
)
|
||
Net casualty loss and other settlement proceeds
|
19
|
|
|
12
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Restricted cash
|
7,391
|
|
|
787
|
|
||
Other assets
|
2,441
|
|
|
5,664
|
|
||
Accounts payable
|
(431
|
)
|
|
106
|
|
||
Accrued expenses and other
|
(16,060
|
)
|
|
(3,465
|
)
|
||
Security deposits
|
465
|
|
|
240
|
|
||
Net cash provided by operating activities
|
100,857
|
|
|
96,061
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of real estate and other assets
|
(48,685
|
)
|
|
(24,857
|
)
|
||
Normal capital improvements
|
(16,499
|
)
|
|
(15,033
|
)
|
||
Construction capital and other improvements
|
(3,153
|
)
|
|
(3,521
|
)
|
||
Renovations to existing real estate assets
|
(5,150
|
)
|
|
(1,417
|
)
|
||
Development
|
(5,034
|
)
|
|
(33,232
|
)
|
||
Distributions from real estate joint ventures
|
6
|
|
|
8,865
|
|
||
Proceeds from disposition of real estate assets
|
52,770
|
|
|
93,127
|
|
||
(Funding) return of escrow for future acquisitions
|
(6,431
|
)
|
|
4,395
|
|
||
Net cash (used in) provided by investing activities
|
(32,176
|
)
|
|
28,327
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net change in credit lines
|
3,885
|
|
|
(17,936
|
)
|
||
Proceeds from notes payable
|
—
|
|
|
344
|
|
||
Principal payments on notes payable
|
(17,472
|
)
|
|
(17,986
|
)
|
||
Payment of deferred financing costs
|
(172
|
)
|
|
(145
|
)
|
||
Repurchase of common units
|
(937
|
)
|
|
(285
|
)
|
||
Proceeds from issuances of common units
|
8
|
|
|
227
|
|
||
Exercise of unit options
|
—
|
|
|
1,775
|
|
||
Distributions paid on common units
|
(61,063
|
)
|
|
(57,747
|
)
|
||
Net cash used in financing activities
|
(75,751
|
)
|
|
(91,753
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(7,070
|
)
|
|
32,635
|
|
||
Cash and cash equivalents, beginning of period
|
25,401
|
|
|
89,333
|
|
||
Cash and cash equivalents, end of period
|
$
|
18,331
|
|
|
$
|
121,968
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
27,017
|
|
|
$
|
30,408
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
||||
Accrued construction in progress
|
$
|
8,392
|
|
|
$
|
9,971
|
|
Interest capitalized
|
$
|
474
|
|
|
$
|
513
|
|
Marked-to-market adjustment on derivative instruments
|
$
|
(1,659
|
)
|
|
$
|
2,300
|
|
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.
|
(dollars and shares in thousands, except per share amounts)
|
Three months ended March 31,
|
|||||||
|
2015
|
|
2014
|
|
||||
Shares Outstanding
|
|
|
|
|
||||
Weighted average common shares - basic
|
75,145
|
|
|
74,803
|
|
|
||
Weighted average partnership units outstanding
|
—
|
|
(1)
|
—
|
|
(1)
|
||
Effect of dilutive securities
|
—
|
|
(2)
|
—
|
|
(2)
|
||
Weighted average common shares - diluted
|
75,145
|
|
|
74,803
|
|
|
||
|
|
|
|
|
||||
Calculation of Earnings per Share - basic
|
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
|
Income from continuing operations attributable to noncontrolling interests
|
(3,387
|
)
|
|
(534
|
)
|
|
||
Income from continuing operations allocated to unvested restricted shares
|
(130
|
)
|
|
(17
|
)
|
|
||
Income from continuing operations available for common shareholders, adjusted
|
$
|
60,727
|
|
|
$
|
9,268
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(23
|
)
|
|
(314
|
)
|
|
||
Income from discontinued operations allocated to unvested restricted shares
|
(1
|
)
|
|
(10
|
)
|
|
||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
409
|
|
|
$
|
5,571
|
|
|
|
|
|
|
|
||||
Weighted average common shares - basic
|
75,145
|
|
|
74,803
|
|
|
||
Earnings per share - basic
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
||||
Calculation of Earnings per Share - diluted
|
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
|
Income from continuing operations attributable to noncontrolling interests
|
(3,387
|
)
|
(1)
|
(534
|
)
|
(1)
|
||
Income from continuing operations allocated to unvested restricted shares
|
(130
|
)
|
(2)
|
(17
|
)
|
(2)
|
||
Income from continuing operations available for common shareholders, adjusted
|
$
|
60,727
|
|
|
$
|
9,268
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
|
Income from discontinued operations attributable to noncontrolling interest
|
(23
|
)
|
(1)
|
(314
|
)
|
(1)
|
||
Income from discontinued operations allocated to unvested restricted shares
|
(1
|
)
|
(2)
|
(10
|
)
|
(2)
|
||
Income from discontinued operations available for common shareholders, adjusted
|
$
|
409
|
|
|
$
|
5,571
|
|
|
|
|
|
|
|
||||
Weighted average common shares - diluted
|
75,145
|
|
|
74,803
|
|
|
||
Earnings per share - diluted
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
(dollars and units in thousands, except per unit amounts)
|
Three months ended March 31,
|
|||||||
|
2015
|
|
2014
|
|
||||
Units Outstanding
|
|
|
|
|
||||
Weighted average OP Units - basic
|
79,336
|
|
|
79,023
|
|
|
||
Effect of dilutive securities
|
—
|
|
(1)
|
—
|
|
(1)
|
||
Weighted average OP Units - diluted
|
79,336
|
|
|
79,023
|
|
|
||
|
|
|
|
|
||||
Calculation of Earnings per Unit - basic
|
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
|
Income from continuing operations allocated to unvested restricted shares
|
(130
|
)
|
|
(17
|
)
|
|
||
Income from continuing operations available for common unitholders, adjusted
|
$
|
64,114
|
|
|
$
|
9,802
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
|
Income from discontinued operations allocated to unvested restricted shares
|
(1
|
)
|
|
(10
|
)
|
|
||
Income from discontinued operations available for common unitholders, adjusted
|
$
|
432
|
|
|
$
|
5,885
|
|
|
|
|
|
|
|
||||
Weighted average OP Units - basic
|
79,336
|
|
|
79,023
|
|
|
||
Earnings per unit - basic:
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
||||
Calculation of Earnings per Unit - diluted
|
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
|
Income from continuing operations allocated to unvested restricted shares
|
(130
|
)
|
(1)
|
(17
|
)
|
(1)
|
||
Income from continuing operations available for common unitholders, adjusted
|
$
|
64,114
|
|
|
$
|
9,802
|
|
|
|
|
|
|
|
||||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
|
Income from discontinued operations allocated to unvested restricted shares
|
(1
|
)
|
(1)
|
(10
|
)
|
(1)
|
||
Income from discontinued operations available for common unitholders, adjusted
|
$
|
432
|
|
|
$
|
5,885
|
|
|
|
|
|
|
|
||||
Weighted average OP Units - diluted
|
79,336
|
|
|
79,023
|
|
|
||
Earnings per unit - diluted:
|
$
|
0.81
|
|
|
$
|
0.20
|
|
|
|
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, 2014
|
$
|
752
|
|
|
$
|
3,619,270
|
|
|
$
|
(729,086
|
)
|
|
$
|
(412
|
)
|
|
$
|
161,287
|
|
|
$
|
3,051,811
|
|
Net income
|
|
|
|
|
61,267
|
|
|
|
|
3,410
|
|
|
64,677
|
|
|||||||||
Other comprehensive loss - derivative instruments (cash flow hedges)
|
|
|
|
|
|
|
(2,041
|
)
|
|
(114
|
)
|
|
(2,155
|
)
|
|||||||||
Issuance and registration of common shares
|
1
|
|
|
7
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||
Shares repurchased and retired
|
—
|
|
|
(937
|
)
|
|
|
|
|
|
|
|
(937
|
)
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Shares issued in exchange for units
|
—
|
|
|
46
|
|
|
|
|
|
|
(46
|
)
|
|
—
|
|
||||||||
Shares issued in exchange from redeemable stock
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Redeemable stock fair market value adjustment
|
|
|
|
|
(209
|
)
|
|
|
|
|
|
(209
|
)
|
||||||||||
Adjustment for noncontrolling interest ownership in operating partnership
|
|
|
128
|
|
|
|
|
|
|
(128
|
)
|
|
—
|
|
|||||||||
Amortization of unearned compensation
|
|
|
1,462
|
|
|
|
|
|
|
|
|
1,462
|
|
||||||||||
Dividends on common stock ($0.7700 per share)
|
|
|
|
|
(58,034
|
)
|
|
|
|
—
|
|
|
(58,034
|
)
|
|||||||||
Dividends on noncontrolling interest units ($0.7700 per unit)
|
|
|
|
|
|
|
|
|
(3,226
|
)
|
|
(3,226
|
)
|
||||||||||
EQUITY BALANCE MARCH 31, 2015
|
$
|
753
|
|
|
$
|
3,619,976
|
|
|
$
|
(726,062
|
)
|
|
$
|
(2,453
|
)
|
|
$
|
161,183
|
|
|
$
|
3,053,397
|
|
|
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 for 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 Apartments, L.P. Unitholders
|
|
|
||||||||||||
|
Limited Partner
|
|
General Partner
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Partnership Capital
|
||||||||
CAPITAL BALANCE DECEMBER 31, 2014
|
$
|
161,310
|
|
|
$
|
2,890,858
|
|
|
$
|
(376
|
)
|
|
$
|
3,051,792
|
|
Net income
|
3,410
|
|
|
61,267
|
|
|
|
|
64,677
|
|
|||||
Other comprehensive loss - derivative instruments (cash flow hedges)
|
|
|
|
|
(2,155
|
)
|
|
(2,155
|
)
|
||||||
Issuance of units
|
|
|
8
|
|
|
|
|
8
|
|
||||||
Units repurchased and retired
|
|
|
(937
|
)
|
|
|
|
(937
|
)
|
||||||
Exercise of unit options
|
|
|
—
|
|
|
|
|
—
|
|
||||||
General partner units issued in exchange for limited partner units
|
(46
|
)
|
|
46
|
|
|
|
|
—
|
|
|||||
Units issued in exchange for redeemable units
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Redeemable units fair market value adjustment
|
|
|
(209
|
)
|
|
|
|
(209
|
)
|
||||||
Adjustment for limited partners' capital at redemption value
|
(128
|
)
|
|
128
|
|
|
|
|
—
|
|
|||||
Amortization of unearned compensation
|
|
|
1,462
|
|
|
|
|
1,462
|
|
||||||
Distributions ($0.7700 per unit)
|
(3,226
|
)
|
|
(58,034
|
)
|
|
|
|
(61,260
|
)
|
|||||
CAPITAL BALANCE MARCH 31, 2015
|
$
|
161,320
|
|
|
$
|
2,894,589
|
|
|
$
|
(2,531
|
)
|
|
$
|
3,053,378
|
|
|
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 for 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
|
|
•
|
$360.0 million
of the Fannie Mae facilities, of which
$320.8 million
has been borrowed as of
March 31, 2015
;
|
•
|
$500.0 million
KeyBank credit facility, of which
$179.0 million
has been borrowed as of
March 31, 2015
;
|
•
|
$33.7 million
of property mortgages, all of which has been borrowed as of
March 31, 2015
;
|
•
|
$310.0 million
of senior unsecured notes, all of which has been borrowed as of
March 31, 2015
; and
|
•
|
$550.0 million
of term loans, all of which has been borrowed as of
March 31, 2015
|
|
Borrowed
Balance
|
|
Effective
Rate
|
|
Average Contract
Maturity
|
|||
Fixed Rate Secured Debt
|
|
|
|
|
|
|||
Individual property mortgages
|
$
|
1,096,580
|
|
|
4.0
|
%
|
|
5/27/2019
|
FNMA conventional credit facilities
|
50,000
|
|
|
4.7
|
%
|
|
3/31/2017
|
|
Credit facility balances with:
|
|
|
|
|
|
|
|
|
LIBOR-based interest rate swaps
|
25,000
|
|
|
4.9
|
%
|
|
6/1/2015
|
|
Total fixed rate secured debt
|
$
|
1,171,580
|
|
|
4.0
|
%
|
|
3/23/2019
|
Variable Rate Secured Debt
(1)
|
|
|
|
|
|
|
|
|
FNMA conventional credit facilities
|
$
|
245,785
|
|
|
0.8
|
%
|
|
2/18/2017
|
Freddie Mac mortgages
|
11,704
|
|
|
3.1
|
%
|
|
8/15/2015
|
|
Total variable rate secured debt
|
$
|
257,489
|
|
|
0.9
|
%
|
|
1/24/2017
|
Total Secured Debt
|
$
|
1,429,069
|
|
|
3.5
|
%
|
|
11/1/2018
|
|
|
|
|
|
|
|||
Unsecured Debt
|
|
|
|
|
|
|
|
|
Variable rate credit facility
|
$
|
179,000
|
|
|
1.3
|
%
|
|
8/7/2017
|
Term loans fixed with swaps
|
$
|
550,000
|
|
|
3.1
|
%
|
|
11/10/2017
|
Fixed rate senior bonds
|
1,321,424
|
|
|
4.5
|
%
|
|
12/3/2021
|
|
Total Unsecured Debt
|
$
|
2,050,424
|
|
|
3.8
|
%
|
|
6/15/2020
|
|
|
|
|
|
|
|||
Total Outstanding Debt
|
$
|
3,479,493
|
|
|
3.7
|
%
|
|
6/29/2019
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest Rate Caps
|
|
6
|
|
$
|
165,000,000
|
|
Interest Rate Swaps
|
|
8
|
|
$
|
575,000,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Fair Value
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
34
|
|
|
$
|
72
|
|
|
Fair market value of interest rate swaps
|
|
$
|
15,007
|
|
|
$
|
13,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
34
|
|
|
$
|
72
|
|
|
|
|
$
|
15,007
|
|
|
$
|
13,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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,
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
$
|
(4,347
|
)
|
|
$
|
(997
|
)
|
|
Interest expense
|
|
$
|
(2,192
|
)
|
|
$
|
(3,725
|
)
|
|
Interest expense
|
|
$
|
(60
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivatives in cash flow hedging relationships
|
|
$
|
(4,347
|
)
|
|
$
|
(997
|
)
|
|
|
|
$
|
(2,192
|
)
|
|
$
|
(3,725
|
)
|
|
|
|
$
|
(60
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three months ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(3
|
)
|
|
$
|
(69
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(3
|
)
|
|
$
|
(69
|
)
|
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,
|
|||||||
|
|
|
2015
|
|
2014
|
|||||
Beginning balance
|
|
|
|
$
|
(412
|
)
|
|
$
|
108
|
|
Other comprehensive loss before reclassifications
|
|
|
|
(4,347
|
)
|
|
(997
|
)
|
||
Amounts reclassified from accumulated other comprehensive income (interest rate contracts)
|
|
Interest expense
|
|
2,192
|
|
|
3,725
|
|
||
Net current-period other comprehensive loss (income) attributable to noncontrolling interest
|
|
|
|
114
|
|
|
(145
|
)
|
||
Net current-period other comprehensive (loss) income attributable to MAA
|
|
|
|
(2,041
|
)
|
|
2,583
|
|
||
Ending balance
|
|
|
|
$
|
(2,453
|
)
|
|
$
|
2,691
|
|
|
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, 2015
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
15,007
|
|
|
$
|
—
|
|
|
$
|
15,007
|
|
|
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, 2014
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
78
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
13,392
|
|
|
$
|
—
|
|
|
$
|
13,392
|
|
Community
|
Units/Sq. Ft.
|
Date Sold
|
Location
|
Operating Segment
|
|
Willow Creek
|
285
|
|
January 15, 2014
|
Columbus, Georgia
|
Non-same store and other
|
Colonial Promenade Nord du Lac
|
195,536
|
|
Held for Sale
|
Covington, Louisiana
|
Non-same store and other
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Income from continuing operations:
|
|
|
|
||||
Attributable to MAA
|
$
|
60,857
|
|
|
$
|
9,285
|
|
Attributable to noncontrolling interest
|
3,387
|
|
|
534
|
|
||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
|
|
|
|
||||
Income from discontinued operations:
|
|
|
|
|
|
||
Attributable to MAA
|
$
|
410
|
|
|
$
|
5,581
|
|
Attributable to noncontrolling interest
|
23
|
|
|
314
|
|
||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Rental revenues
|
$
|
742
|
|
|
$
|
832
|
|
Other revenues
|
—
|
|
|
(5
|
)
|
||
Total revenues
|
$
|
742
|
|
|
$
|
827
|
|
Expenses
|
|
|
|
|
|
||
Property operating expenses
|
$
|
256
|
|
|
$
|
314
|
|
Depreciation and amortization
|
—
|
|
|
42
|
|
||
Interest expense and other
|
53
|
|
|
55
|
|
||
Total expense
|
$
|
309
|
|
|
$
|
411
|
|
Income from discontinued operations before gain on sale
|
$
|
433
|
|
|
$
|
416
|
|
Net loss on insurance and other settlement proceeds on discontinued operations
|
—
|
|
|
(2
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
5,481
|
|
||
Income from discontinued operations
|
$
|
433
|
|
|
$
|
5,895
|
|
•
|
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, communities that have been identified for disposition, and communities that have undergone a significant casualty loss. Also included in non same store communities are non multifamily activities, which represent less than
1%
of our portfolio.
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Large Market Same Store
|
$
|
142,721
|
|
|
$
|
135,078
|
|
Secondary Market Same Store
|
79,252
|
|
|
76,396
|
|
||
Non-Same Store and Other
|
35,838
|
|
|
31,916
|
|
||
Total property revenues
|
257,811
|
|
|
243,390
|
|
||
Management fee income
|
—
|
|
|
97
|
|
||
Total operating revenues
|
$
|
257,811
|
|
|
$
|
243,487
|
|
|
|
|
|
||||
NOI
|
|
|
|
|
|
||
Large Market Same Store
|
$
|
87,122
|
|
|
$
|
81,220
|
|
Secondary Market Same Store
|
49,187
|
|
|
47,640
|
|
||
Non-Same Store and Other
|
21,594
|
|
|
18,766
|
|
||
Total NOI
|
157,903
|
|
|
147,626
|
|
||
Discontinued operations NOI included above
|
(486
|
)
|
|
(1,599
|
)
|
||
Management fee income
|
—
|
|
|
97
|
|
||
Depreciation and amortization
|
(73,112
|
)
|
|
(90,013
|
)
|
||
Acquisition expense
|
(339
|
)
|
|
(11
|
)
|
||
Property management expense
|
(8,493
|
)
|
|
(7,011
|
)
|
||
General and administrative expense
|
(6,566
|
)
|
|
(4,342
|
)
|
||
Merger related expenses
|
—
|
|
|
(2,076
|
)
|
||
Integration costs
|
—
|
|
|
(3,842
|
)
|
||
Interest and other non-property (expense) income
|
(157
|
)
|
|
160
|
|
||
Interest expense
|
(29,931
|
)
|
|
(30,676
|
)
|
||
Loss on debt extinguishment/modification
|
(3,376
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
(917
|
)
|
|
(1,311
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
30,228
|
|
|
2,564
|
|
||
Net casualty loss after insurance and other settlement proceeds
|
(19
|
)
|
|
(10
|
)
|
||
Income tax expense
|
(510
|
)
|
|
(270
|
)
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
557
|
|
||
Gain (loss) from real estate joint ventures
|
19
|
|
|
(24
|
)
|
||
Discontinued operations
|
433
|
|
|
5,895
|
|
||
Net income attributable to noncontrolling interests
|
(3,410
|
)
|
|
(848
|
)
|
||
Net income attributable to MAA
|
$
|
61,267
|
|
|
$
|
14,866
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Large Market Same Store
|
$
|
3,832,422
|
|
|
$
|
1,253,995
|
|
Secondary Market Same Store
|
1,691,479
|
|
|
1,003,426
|
|
||
Non-Same Store and Other
|
1,206,734
|
|
|
4,506,951
|
|
||
Corporate assets
|
69,047
|
|
|
66,656
|
|
||
Total assets
|
$
|
6,799,682
|
|
|
$
|
6,831,028
|
|
Community
|
|
Location
|
|
Acres/Units
|
|
Date Acquired
|
River's Walk (2 outparcels)
|
|
Charleston, South Carolina
|
|
1.9
|
|
Q1 2015 - various
|
Residences at Burlington Creek
|
|
Kansas City, Missouri
|
|
298
|
|
January 15, 2015
|
Community
|
|
Location
|
|
Units
|
|
Date Sold
|
Vistas
|
|
Macon, Georgia
|
|
144
|
|
February 26, 2015
|
Austin Chase
|
|
Macon, Georgia
|
|
256
|
|
February 26, 2015
|
Fairways at Hartland
|
|
Bowling Green, Kentucky
|
|
240
|
|
February 26, 2015
|
Fountain Lake
|
|
Brunswick, Georgia
|
|
113
|
|
March 25, 2015
|
•
|
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;
|
•
|
adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant 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 breaches of our privacy or information security systems;
|
•
|
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 Report 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.
|
|
March 31, 2015
|
|
March 31, 2014
|
Properties
|
265
|
|
271
|
Units
|
81,976
|
|
83,324
|
Development Units
|
634
|
|
999
|
Average Effective Monthly Rent/Unit, excluding lease-up and development
|
$959.39
|
|
$900.86
|
Occupancy, excluding lease-up and development
|
95.8%
|
|
95.5%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase
|
|
Percentage Increase
|
|||||||
Large Market Same Store
|
$
|
142,721
|
|
|
$
|
135,078
|
|
|
$
|
7,643
|
|
|
5.7
|
%
|
Secondary Market Same Store
|
79,252
|
|
|
76,396
|
|
|
2,856
|
|
|
3.7
|
%
|
|||
Same Store Portfolio
|
221,973
|
|
|
211,474
|
|
|
10,499
|
|
|
5.0
|
%
|
|||
Non-Same Store and Other
|
35,838
|
|
|
31,916
|
|
|
3,922
|
|
|
12.3
|
%
|
|||
Total
|
$
|
257,811
|
|
|
$
|
243,390
|
|
|
$
|
14,421
|
|
|
5.9
|
%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/(Decrease)
|
|
Percentage Increase/(Decrease)
|
|||||||
Large Market Same Store
|
$
|
55,600
|
|
|
$
|
53,858
|
|
|
$
|
1,742
|
|
|
3.2
|
%
|
Secondary Market Same Store
|
30,064
|
|
|
28,756
|
|
|
1,308
|
|
|
4.6
|
%
|
|||
Same Store Portfolio
|
85,664
|
|
|
82,614
|
|
|
3,050
|
|
|
3.7
|
%
|
|||
Non-Same Store and Other
|
14,730
|
|
|
14,749
|
|
|
(19
|
)
|
|
(0.1
|
)%
|
|||
Total
|
$
|
100,394
|
|
|
$
|
97,363
|
|
|
$
|
3,031
|
|
|
3.1
|
%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Decrease
|
|
Percentage Decrease
|
|||||||
Large Market Same Store
|
$
|
41,419
|
|
|
$
|
53,217
|
|
|
$
|
(11,798
|
)
|
|
(22.2
|
)%
|
Secondary Market Same Store
|
20,836
|
|
|
24,587
|
|
|
(3,751
|
)
|
|
(15.3
|
)%
|
|||
Same Store Portfolio
|
62,255
|
|
|
77,804
|
|
|
(15,549
|
)
|
|
(20.0
|
)%
|
|||
Non-Same Store and Other
|
10,857
|
|
|
12,209
|
|
|
(1,352
|
)
|
|
(11.1
|
)%
|
|||
Total
|
$
|
73,112
|
|
|
$
|
90,013
|
|
|
$
|
(16,901
|
)
|
|
(18.8
|
)%
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income available for MAA common shareholders
|
$
|
61,267
|
|
|
$
|
14,866
|
|
Depreciation and amortization of real estate assets
|
72,453
|
|
|
89,450
|
|
||
Depreciation and amortization of real estate assets of discontinued operations
|
—
|
|
|
42
|
|
||
Gain on sales of discontinued operations
|
—
|
|
|
(5,481
|
)
|
||
Gain on sale of depreciable real estate assets excluded from discontinued operations
|
(30,228
|
)
|
|
(2,564
|
)
|
||
Gain on disposition within unconsolidated entities
|
(12
|
)
|
|
—
|
|
||
Depreciation and amortization of real estate assets of real estate joint ventures
|
6
|
|
|
199
|
|
||
Net income attributable to noncontrolling interests
|
3,410
|
|
|
848
|
|
||
Funds from operations
|
106,896
|
|
|
97,360
|
|
||
Acquisition expense
|
339
|
|
|
11
|
|
||
Merger related expenses
|
—
|
|
|
2,076
|
|
||
Integration related expenses
|
—
|
|
|
3,842
|
|
||
Gain on sale of non-depreciable real estate assets
|
—
|
|
|
(557
|
)
|
||
Mark-to-market debt adjustment
|
(5,394
|
)
|
|
(7,141
|
)
|
||
Loss on debt extinguishment
|
3,376
|
|
|
—
|
|
||
Core funds from operations
|
$
|
105,217
|
|
|
$
|
95,591
|
|
|
Cash inflow/(outflow) during the three months ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)/Increase
|
|
Percentage (Decrease)/Increase
|
|||||||
Proceeds from disposition of real estate assets
|
$
|
52,770
|
|
|
$
|
93,127
|
|
|
$
|
(40,357
|
)
|
|
(43.3
|
)%
|
Development
|
$
|
(5,034
|
)
|
|
$
|
(33,232
|
)
|
|
$
|
(28,198
|
)
|
|
(84.9
|
)%
|
Purchases of real estate and other assets
|
$
|
(48,685
|
)
|
|
$
|
(24,857
|
)
|
|
$
|
23,828
|
|
|
95.9
|
%
|
(Funding) return of escrow for future acquisitions
|
$
|
(6,431
|
)
|
|
$
|
4,395
|
|
|
$
|
(10,826
|
)
|
|
(246.3
|
)%
|
Distributions from real estate joint ventures
|
$
|
6
|
|
|
$
|
8,865
|
|
|
$
|
(8,859
|
)
|
|
(99.9
|
)%
|
|
Cash inflow/(outflow) during the three months ended March, 31
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)/Increase
|
|
Percentage (Decrease)/Increase
|
|||||||
Net change in credit lines
|
$
|
3,885
|
|
|
$
|
(17,936
|
)
|
|
$
|
(21,821
|
)
|
|
(121.7
|
)%
|
Dividends paid on common shares
|
$
|
(57,840
|
)
|
|
$
|
(54,661
|
)
|
|
$
|
3,179
|
|
|
5.8
|
%
|
Exercise of stock options
|
$
|
—
|
|
|
$
|
1,775
|
|
|
$
|
(1,775
|
)
|
|
(100.0
|
)%
|
|
Principal
Balance
|
|
Average
Years to
Rate
Maturity
|
|
Effective
Rate
|
||||
SECURED DEBT
|
|
|
|
|
|
|
|
|
|
Conventional - Fixed Rate or Swapped
|
$
|
1,171,580
|
|
|
4.0
|
|
|
4.0
|
%
|
Conventional - Variable Rate - Capped
(1)
|
176,704
|
|
|
1.4
|
|
|
0.9
|
%
|
|
Total Fixed or Hedged Rate Maturity
|
$
|
1,348,284
|
|
|
3.6
|
|
|
3.6
|
%
|
Conventional - Variable Rate
(2)
|
80,785
|
|
|
0.1
|
|
|
0.8
|
%
|
|
Total Secured Rate Maturity
|
$
|
1,429,069
|
|
|
3.4
|
|
|
3.5
|
%
|
UNSECURED DEBT
|
|
|
|
|
|
|
|||
Fixed Rate or Swapped
|
$
|
1,871,424
|
|
|
5.0
|
|
|
4.0
|
%
|
Variable Rate
|
179,000
|
|
|
0.1
|
|
|
1.3
|
%
|
|
Total Unsecured Rate Maturity
|
$
|
2,050,424
|
|
|
4.5
|
|
|
3.8
|
%
|
TOTAL DEBT RATE MATURITY
|
$
|
3,479,493
|
|
|
4.1
|
|
|
3.7
|
%
|
TOTAL FIXED OR HEDGED DEBT RATE MATURITY
|
$
|
3,219,708
|
|
|
4.4
|
|
|
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.
|
(2)
|
Includes $11.7 million of a mortgage with an imbedded cap at a 7% all-in interest rate.
|
|
Amount Borrowed
|
|
|
|
|
|
|
||||||||||||
|
Credit Facilities
|
|
|
|
|
|
|
||||||||||||
|
Fannie Mae Secured
|
|
KeyBank Unsecured
|
|
Other Secured
|
|
Other Unsecured
|
|
Total
|
||||||||||
2015
|
$
|
80,785
|
|
|
$
|
—
|
|
|
$
|
45,430
|
|
|
$
|
189,618
|
|
|
$
|
315,833
|
|
2016
|
80,000
|
|
|
—
|
|
|
35,208
|
|
|
78,202
|
|
|
$
|
193,410
|
|
||||
2017
|
80,000
|
|
|
179,000
|
|
|
62,538
|
|
|
168,101
|
|
|
$
|
489,639
|
|
||||
2018
|
80,000
|
|
|
—
|
|
|
93,722
|
|
|
300,485
|
|
|
$
|
474,207
|
|
||||
2019
|
—
|
|
|
—
|
|
|
556,184
|
|
|
20,000
|
|
|
$
|
576,184
|
|
||||
Thereafter
|
—
|
|
|
—
|
|
|
315,202
|
|
|
1,115,018
|
|
|
$
|
1,430,220
|
|
||||
Total
|
$
|
320,785
|
|
|
$
|
179,000
|
|
|
$
|
1,108,284
|
|
|
$
|
1,871,424
|
|
|
$
|
3,479,493
|
|
|
|
Fixed Rate Debt
|
|
Interest Rate Swaps
|
|
Total Fixed Rate Balances
|
|
Contract Rate
|
|
Interest Rate Caps
|
|
Total Fixed or Hedged
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
2015
|
|
$
|
218,659
|
|
|
$
|
25,000
|
|
|
$
|
243,659
|
|
|
5.4
|
%
|
|
$
|
51,703
|
|
|
$
|
295,362
|
|
2016
|
|
110,454
|
|
|
—
|
|
|
110,454
|
|
|
5.9
|
%
|
|
75,000
|
|
|
185,454
|
|
|||||
2017
|
|
130,538
|
|
|
300,000
|
|
|
430,538
|
|
|
2.2
|
%
|
|
25,000
|
|
|
455,538
|
|
|||||
2018
|
|
143,722
|
|
|
250,000
|
|
|
393,722
|
|
|
2.9
|
%
|
|
25,000
|
|
|
418,722
|
|
|||||
2019
|
|
556,184
|
|
|
—
|
|
|
556,184
|
|
|
5.7
|
%
|
|
—
|
|
|
556,184
|
|
|||||
Thereafter
|
|
1,308,448
|
|
|
—
|
|
|
1,308,448
|
|
|
4.4
|
%
|
|
—
|
|
|
1,308,448
|
|
|||||
Total
|
|
$
|
2,468,005
|
|
|
$
|
575,000
|
|
|
$
|
3,043,005
|
|
|
4.3
|
%
|
|
$
|
176,703
|
|
|
$
|
3,219,708
|
|
Contractual
Obligations
(1)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-Term Debt Obligations
(2)
|
|
$
|
502,337
|
|
|
$
|
202,176
|
|
|
$
|
317,795
|
|
|
$
|
426,739
|
|
|
$
|
564,328
|
|
|
$
|
1,466,118
|
|
|
$
|
3,479,493
|
|
Fixed Rate or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Swapped Interest
(3)
|
|
81,310
|
|
|
84,281
|
|
|
72,842
|
|
|
63,588
|
|
|
54,824
|
|
|
163,772
|
|
|
520,617
|
|
|||||||
Purchase Obligations
(4)
|
|
1,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,086
|
|
|||||||
Operating Lease Obligations
|
|
274
|
|
|
244
|
|
|
240
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
932
|
|
|||||||
Total
|
|
$
|
585,007
|
|
|
$
|
286,701
|
|
|
$
|
390,877
|
|
|
$
|
490,501
|
|
|
$
|
619,152
|
|
|
$
|
1,629,890
|
|
|
$
|
4,002,128
|
|
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, 2015 - January 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
February 1, 2015 - February 28, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,138,000
|
March 1, 2015 - March 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
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 Report.
|
Exhibit
Number
|
|
Exhibit Description
|
10.1 †
|
|
Form of Restricted Stock Award Agreement under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan
|
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) Report for the period ended March 31, 2015, filed with the SEC on May 1, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text (Unaudited).
|
|
|
MID-AMERICA APARTMENT COMMUNITIES, INC.
|
|
|
|
Date:
|
May 1, 2015
|
/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 1, 2015
|
/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 Restricted Stock Award Agreement under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan
|
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) Report for the period ended March 31, 2015, filed with the SEC on May 1, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text (Unaudited).
|
Incremental Number
of Shares Vested
|
Vesting Date
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
_____________ (___%)
|
____________
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Earnings:
|
|
|
|
||||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
Equity in (income) loss of unconsolidated entities
|
(19
|
)
|
|
24
|
|
||
Income tax expense
|
510
|
|
|
270
|
|
||
Income from continuing operations before equity in (income) loss of unconsolidated entities and income tax expense
|
64,735
|
|
|
10,113
|
|
||
Add:
|
|
|
|
||||
Distribution of income from investments in unconsolidated entities
|
6
|
|
|
8,865
|
|
||
Fixed charges, less preferred distribution requirement of consolidated subsidiaries
|
31,322
|
|
|
32,500
|
|
||
Deduct:
|
|
|
|
||||
Capitalized interest
|
474
|
|
|
513
|
|
||
Total Earnings (A)
|
$
|
95,589
|
|
|
$
|
50,965
|
|
Fixed charges and preferred dividends:
|
|
|
|
||||
Interest expense
|
$
|
29,931
|
|
|
$
|
30,676
|
|
Amortization of deferred financing costs
|
917
|
|
|
1,311
|
|
||
Capitalized interest
|
474
|
|
|
513
|
|
||
Total Fixed Charges (B)
|
$
|
31,322
|
|
|
$
|
32,500
|
|
Preferred dividends, including redemption costs
|
—
|
|
|
—
|
|
||
Total Fixed Charges and Stock Dividends (C)
|
$
|
31,322
|
|
|
$
|
32,500
|
|
|
|
|
|
||||
Ratio of Earnings to Fixed Charges (A/B)
|
3.1 x
|
|
|
1.6 x
|
|
||
Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
|
3.1 x
|
|
|
1.6 x
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Earnings:
|
|
|
|
||||
Income from continuing operations
|
$
|
64,244
|
|
|
$
|
9,819
|
|
Equity in (income) loss of unconsolidated entities
|
(19
|
)
|
|
24
|
|
||
Income tax expense
|
510
|
|
|
270
|
|
||
Income from continuing operations before equity in (income) loss of unconsolidated entities and income tax expense
|
64,735
|
|
|
10,113
|
|
||
Add:
|
|
|
|
||||
Distribution of income from investments in unconsolidated entities
|
6
|
|
|
8,865
|
|
||
Fixed charges, less preferred distribution requirement of consolidated subsidiaries
|
31,322
|
|
|
32,500
|
|
||
Deduct:
|
|
|
|
||||
Capitalized interest
|
474
|
|
|
513
|
|
||
Total Earnings (A)
|
$
|
95,589
|
|
|
$
|
50,965
|
|
Fixed charges and preferred dividends:
|
|
|
|
||||
Interest expense
|
$
|
29,931
|
|
|
$
|
30,676
|
|
Amortization of deferred financing costs
|
917
|
|
|
1,311
|
|
||
Capitalized interest
|
474
|
|
|
513
|
|
||
Total Fixed Charges (B)
|
$
|
31,322
|
|
|
$
|
32,500
|
|
Preferred dividends, including redemption costs
|
—
|
|
|
—
|
|
||
Total Fixed Charges and Stock Dividends (C)
|
$
|
31,322
|
|
|
$
|
32,500
|
|
|
|
|
|
||||
Ratio of Earnings to Fixed Charges (A/B)
|
3.1 x
|
|
|
1.6 x
|
|
||
Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
|
3.1 x
|
|
|
1.6 x
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 1, 2015
|
/s/ H. Eric Bolton, Jr.
|
|
|
H. Eric Bolton, Jr.
|
|
|
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 1, 2015
|
/s/ Albert M. Campbell, III
|
|
|
Albert M. Campbell, III
|
|
|
Chief Financial Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 1, 2015
|
/s/ H. Eric Bolton, Jr.
|
|
|
H. Eric Bolton, Jr.
|
|
|
Chief Executive Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 1, 2015
|
/s/ Albert M. Campbell, III
|
|
|
Albert M. Campbell, III
|
|
|
Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ H. Eric Bolton, Jr.
|
H. Eric Bolton, Jr.
|
Chief Executive Officer
|
May 1, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Albert M. Campbell, III
|
Albert M. Campbell, III
|
Chief Financial Officer
|
May 1, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
/s/ H. Eric Bolton, Jr.
|
H. Eric Bolton, Jr.
|
Chief Executive Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
|
May 1, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
/s/ Albert M. Campbell, III
|
Albert M. Campbell, III
|
Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
|
May 1, 2015
|