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 No.)
|
|
6815 Poplar Ave., Suite 500, Germantown, TN 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
ý
|
NO
o
|
Mid-America Apartments, L.P.
|
YES
ý
|
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
ý
|
NO
o
|
Mid-America Apartments, L.P.
|
YES
ý
|
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
ý
|
Mid-America Apartments, L.P.
|
YES
o
|
NO
ý
|
Mid America Apartment Communities, Inc.
|
Number of Shares Outstanding at
|
Class
|
July 30, 2018
|
Common Stock, $0.01 par value
|
113,809,954
|
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
|||
Item 1.
|
|||
|
Mid-America Apartment Communities, Inc.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
Mid-America Apartments, L.P.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
|
|
|
|
PART II – OTHER INFORMATION
|
|||
Item 1.
|
|||
Item 1A.
|
|||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
Item 5.
|
|||
Item 6.
|
|||
|
•
|
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 Quarterly Report on Form 10-Q applies to both MAA and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined Quarterly Report on Form 10-Q instead of two separate reports.
|
•
|
the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q;
|
•
|
certain accompanying notes to the condensed consolidated financial statements, including Note 2 - Earnings per Common Share of MAA and Note 3 - Earnings per OP Unit of MAALP; Note 4 - MAA Equity and Note 5 - MAALP Capital; and Note 8 - Shareholders' Equity of MAA and Note 9 - Partners' Capital of MAALP;
|
•
|
the controls and procedures in Item 4 of this Quarterly Report on Form 10-Q; and
|
•
|
the certifications included as Exhibits 31 and 32 to this Quarterly Report on Form 10-Q.
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
1,868,828
|
|
|
$
|
1,836,417
|
|
Buildings and improvements and other
|
11,555,677
|
|
|
11,281,504
|
|
||
Development and capital improvements in progress
|
68,784
|
|
|
116,833
|
|
||
|
13,493,289
|
|
|
13,234,754
|
|
||
Less: Accumulated depreciation
|
(2,316,195
|
)
|
|
(2,075,071
|
)
|
||
|
11,177,094
|
|
|
11,159,683
|
|
||
Undeveloped land
|
41,149
|
|
|
57,285
|
|
||
Investment in real estate joint venture
|
44,770
|
|
|
44,956
|
|
||
Real estate assets, net
|
11,263,013
|
|
|
11,261,924
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
32,610
|
|
|
10,750
|
|
||
Restricted cash
|
28,193
|
|
|
78,117
|
|
||
Other assets
|
122,563
|
|
|
135,807
|
|
||
Assets held for sale
|
750
|
|
|
5,321
|
|
||
Total assets
|
$
|
11,447,129
|
|
|
$
|
11,491,919
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Unsecured notes payable
|
$
|
3,621,824
|
|
|
$
|
3,525,765
|
|
Secured notes payable
|
926,811
|
|
|
976,292
|
|
||
Accrued expenses and other liabilities
|
409,604
|
|
|
405,560
|
|
||
Total liabilities
|
4,958,239
|
|
|
4,907,617
|
|
||
|
|
|
|
||||
Redeemable common stock
|
9,410
|
|
|
10,408
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred stock,
$0.01 par value per share, 20,000,000 shares authorized; 8.50% Series I Cumulative Redeemable Shares, liquidation preference $50 per share, 867,846 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
9
|
|
|
9
|
|
||
Common stock,
$0.01 par value per share, 145,000,000 shares authorized; 113,808,292 and 113,643,166 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
(1)
|
1,136
|
|
|
1,134
|
|
||
Additional paid-in capital
|
7,130,902
|
|
|
7,121,112
|
|
||
Accumulated distributions in excess of net income
|
(887,672
|
)
|
|
(784,500
|
)
|
||
Accumulated other comprehensive income
|
7,986
|
|
|
2,157
|
|
||
Total MAA shareholders' equity
|
6,252,361
|
|
|
6,339,912
|
|
||
Noncontrolling interests - Operating Partnership units
|
224,813
|
|
|
231,676
|
|
||
Total Company's shareholders' equity
|
6,477,174
|
|
|
6,571,588
|
|
||
Noncontrolling interest - consolidated real estate entity
|
2,306
|
|
|
2,306
|
|
||
Total equity
|
6,479,480
|
|
|
6,573,894
|
|
||
Total liabilities and equity
|
$
|
11,447,129
|
|
|
$
|
11,491,919
|
|
(1)
|
Number of shares issued and outstanding represent total shares of common stock regardless of classification on the Condensed Consolidated Balance Sheets. The number of shares classified as redeemable common stock on the Condensed Consolidated Balance Sheets for
June 30, 2018
and
December 31, 2017
are
93,475
and
103,504
, respectively.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental and other property revenues
|
$
|
390,073
|
|
|
$
|
382,791
|
|
|
$
|
776,090
|
|
|
$
|
761,699
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expense, excluding real estate taxes and insurance
|
92,980
|
|
|
91,806
|
|
|
182,128
|
|
|
179,106
|
|
||||
Real estate taxes and insurance
|
55,750
|
|
|
54,163
|
|
|
111,006
|
|
|
108,136
|
|
||||
Depreciation and amortization
|
122,925
|
|
|
126,360
|
|
|
243,669
|
|
|
256,357
|
|
||||
Total property operating expenses
|
271,655
|
|
|
272,329
|
|
|
536,803
|
|
|
543,599
|
|
||||
Property management expenses
|
11,396
|
|
|
10,745
|
|
|
24,276
|
|
|
21,726
|
|
||||
General and administrative expenses
|
9,211
|
|
|
9,534
|
|
|
19,343
|
|
|
22,374
|
|
||||
Merger and integration related expenses
|
2,826
|
|
|
4,207
|
|
|
6,625
|
|
|
10,368
|
|
||||
Income before non-operating items
|
94,985
|
|
|
85,976
|
|
|
189,043
|
|
|
163,632
|
|
||||
Interest expense
|
(43,585
|
)
|
|
(38,481
|
)
|
|
(84,490
|
)
|
|
(75,065
|
)
|
||||
Gain on sale of depreciable real estate assets
|
2
|
|
|
274
|
|
|
2
|
|
|
201
|
|
||||
Gain on sale of non-depreciable real estate assets
|
2,761
|
|
|
48
|
|
|
2,911
|
|
|
48
|
|
||||
Other non-operating income
|
8,032
|
|
|
2,627
|
|
|
5,691
|
|
|
5,338
|
|
||||
Income before income tax expense
|
62,195
|
|
|
50,444
|
|
|
113,157
|
|
|
94,154
|
|
||||
Income tax expense
|
(570
|
)
|
|
(618
|
)
|
|
(1,210
|
)
|
|
(1,269
|
)
|
||||
Income from continuing operations before real estate joint venture activity
|
61,625
|
|
|
49,826
|
|
|
111,947
|
|
|
92,885
|
|
||||
Income from real estate joint venture
|
356
|
|
|
329
|
|
|
854
|
|
|
686
|
|
||||
Net income
|
61,981
|
|
|
50,155
|
|
|
112,801
|
|
|
93,571
|
|
||||
Net income attributable to noncontrolling interests
|
2,174
|
|
|
1,840
|
|
|
3,975
|
|
|
3,351
|
|
||||
Net income available for shareholders
|
59,807
|
|
|
48,315
|
|
|
108,826
|
|
|
90,220
|
|
||||
Dividends to MAA Series I preferred shareholders
|
922
|
|
|
922
|
|
|
1,844
|
|
|
1,844
|
|
||||
Net income available for MAA common shareholders
|
$
|
58,885
|
|
|
$
|
47,393
|
|
|
$
|
106,982
|
|
|
$
|
88,376
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income available for common shareholders
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available for common shareholders
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.9225
|
|
|
$
|
0.8700
|
|
|
$
|
1.8450
|
|
|
$
|
1.7400
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) from the effective portion of derivative instruments
|
5,720
|
|
|
(3,863
|
)
|
|
6,552
|
|
|
(1,343
|
)
|
||||
Reclassification adjustment for net (gains) losses included in net income for the effective portion of derivative instruments
|
(555
|
)
|
|
246
|
|
|
(748
|
)
|
|
918
|
|
||||
Total comprehensive income
|
67,146
|
|
|
46,538
|
|
|
118,605
|
|
|
93,146
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
(2,353
|
)
|
|
(1,711
|
)
|
|
(4,183
|
)
|
|
(3,335
|
)
|
||||
Comprehensive income attributable to MAA
|
$
|
64,793
|
|
|
$
|
44,827
|
|
|
$
|
114,422
|
|
|
$
|
89,811
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
See accompanying notes to condensed consolidated financial statements.
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
1,868,828
|
|
|
$
|
1,836,417
|
|
Buildings and improvements and other
|
11,555,677
|
|
|
11,281,504
|
|
||
Development and capital improvements in progress
|
68,784
|
|
|
116,833
|
|
||
|
13,493,289
|
|
|
13,234,754
|
|
||
Less: Accumulated depreciation
|
(2,316,195
|
)
|
|
(2,075,071
|
)
|
||
|
11,177,094
|
|
|
11,159,683
|
|
||
Undeveloped land
|
41,149
|
|
|
57,285
|
|
||
Investment in real estate joint venture
|
44,770
|
|
|
44,956
|
|
||
Real estate assets, net
|
11,263,013
|
|
|
11,261,924
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
32,610
|
|
|
10,750
|
|
||
Restricted cash
|
28,193
|
|
|
78,117
|
|
||
Other assets
|
122,563
|
|
|
135,807
|
|
||
Assets held for sale
|
750
|
|
|
5,321
|
|
||
Total assets
|
$
|
11,447,129
|
|
|
$
|
11,491,919
|
|
|
|
|
|
||||
Liabilities and capital
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Unsecured notes payable
|
$
|
3,621,824
|
|
|
$
|
3,525,765
|
|
Secured notes payable
|
926,811
|
|
|
976,292
|
|
||
Accrued expenses and other liabilities
|
409,604
|
|
|
405,560
|
|
||
Due to general partner
|
19
|
|
|
19
|
|
||
Total liabilities
|
4,958,258
|
|
|
4,907,636
|
|
||
|
|
|
|
||||
Redeemable common units
|
9,410
|
|
|
10,408
|
|
||
|
|
|
|
||||
Operating Partnership capital:
|
|
|
|
|
|
||
Preferred units, 867,846 preferred units outstanding at June 30, 2018 and at December 31, 2017
|
66,840
|
|
|
66,840
|
|
||
Common units:
|
|
|
|
||||
General partner,
113,808,292 and 113,643,166 OP Units outstanding at June 30, 2018 and December 31, 2017, respectively
(1)
|
6,177,170
|
|
|
6,270,758
|
|
||
Limited partners,
4,135,668 and 4,191,586 OP Units outstanding at June 30, 2018 and December 31, 2017, respectively
(1)
|
224,813
|
|
|
231,676
|
|
||
Accumulated other comprehensive income
|
8,332
|
|
|
2,295
|
|
||
Total operating partners' capital
|
6,477,155
|
|
|
6,571,569
|
|
||
Noncontrolling interest - consolidated real estate entity
|
2,306
|
|
|
2,306
|
|
||
Total capital
|
6,479,461
|
|
|
6,573,875
|
|
||
Total liabilities and capital
|
$
|
11,447,129
|
|
|
$
|
11,491,919
|
|
(1)
|
Number of units outstanding represent total OP Units regardless of classification on the Condensed Consolidated Balance Sheets. The number of units classified as redeemable common units on the Condensed Consolidated Balance Sheets at
June 30, 2018
and
December 31, 2017
are
93,475
and
103,504
, respectively.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental and other property revenues
|
$
|
390,073
|
|
|
$
|
382,791
|
|
|
$
|
776,090
|
|
|
$
|
761,699
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expense, excluding real estate taxes and insurance
|
92,980
|
|
|
91,806
|
|
|
182,128
|
|
|
179,106
|
|
||||
Real estate taxes and insurance
|
55,750
|
|
|
54,163
|
|
|
111,006
|
|
|
108,136
|
|
||||
Depreciation and amortization
|
122,925
|
|
|
126,360
|
|
|
243,669
|
|
|
256,357
|
|
||||
Total property operating expenses
|
271,655
|
|
|
272,329
|
|
|
536,803
|
|
|
543,599
|
|
||||
Property management expenses
|
11,396
|
|
|
10,745
|
|
|
24,276
|
|
|
21,726
|
|
||||
General and administrative expenses
|
9,211
|
|
|
9,534
|
|
|
19,343
|
|
|
22,374
|
|
||||
Merger and integration related expenses
|
2,826
|
|
|
4,207
|
|
|
6,625
|
|
|
10,368
|
|
||||
Income before non-operating items
|
94,985
|
|
|
85,976
|
|
|
189,043
|
|
|
163,632
|
|
||||
Interest expense
|
(43,585
|
)
|
|
(38,481
|
)
|
|
(84,490
|
)
|
|
(75,065
|
)
|
||||
Gain on sale of depreciable real estate assets
|
2
|
|
|
274
|
|
|
2
|
|
|
201
|
|
||||
Gain on sale of non-depreciable real estate assets
|
2,761
|
|
|
48
|
|
|
2,911
|
|
|
48
|
|
||||
Other non-operating income
|
8,032
|
|
|
2,627
|
|
|
5,691
|
|
|
5,338
|
|
||||
Income before income tax expense
|
62,195
|
|
|
50,444
|
|
|
113,157
|
|
|
94,154
|
|
||||
Income tax expense
|
(570
|
)
|
|
(618
|
)
|
|
(1,210
|
)
|
|
(1,269
|
)
|
||||
Income from continuing operations before real estate joint venture activity
|
61,625
|
|
|
49,826
|
|
|
111,947
|
|
|
92,885
|
|
||||
Income from real estate joint venture
|
356
|
|
|
329
|
|
|
854
|
|
|
686
|
|
||||
Net income
|
61,981
|
|
|
50,155
|
|
|
112,801
|
|
|
93,571
|
|
||||
Dividends to preferred unitholders
|
922
|
|
|
922
|
|
|
1,844
|
|
|
1,844
|
|
||||
Net income available for MAALP common unitholders
|
$
|
61,059
|
|
|
$
|
49,233
|
|
|
$
|
110,957
|
|
|
$
|
91,727
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common unit - basic:
|
|
|
|
|
|
|
|
|
|
||||||
Net income available for common unitholders
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common unit - diluted:
|
|
|
|
|
|
|
|
|
|
||||||
Net income available for common unitholders
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per common unit
|
$
|
0.9225
|
|
|
$
|
0.8700
|
|
|
$
|
1.8450
|
|
|
$
|
1.7400
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) from the effective portion of derivative instruments
|
5,720
|
|
|
(3,863
|
)
|
|
6,552
|
|
|
(1,343
|
)
|
||||
Reclassification adjustment for net (gains) losses included in net income for the effective portion of derivative instruments
|
(555
|
)
|
|
246
|
|
|
(748
|
)
|
|
918
|
|
||||
Comprehensive income attributable to MAALP
|
$
|
67,146
|
|
|
$
|
46,538
|
|
|
$
|
118,605
|
|
|
$
|
93,146
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
See accompanying notes to condensed consolidated financial statements.
|
•
|
enhances 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; and
|
•
|
creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||
Common Shares Outstanding
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
113,646
|
|
|
113,403
|
|
|
113,595
|
|
|
113,371
|
|
|
||||
Weighted average partnership units outstanding
|
—
|
|
(1)
|
—
|
|
(1)
|
—
|
|
(1)
|
—
|
|
(1)
|
||||
Effect of dilutive securities
|
207
|
|
|
211
|
|
|
174
|
|
|
279
|
|
|
||||
Weighted average common shares - diluted
|
113,853
|
|
|
113,614
|
|
|
113,769
|
|
|
113,650
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Common Share - basic
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
|
Net income attributable to noncontrolling interests
|
(2,174
|
)
|
|
(1,840
|
)
|
|
(3,975
|
)
|
|
(3,351
|
)
|
|
||||
Unvested restricted stock (allocation of earnings)
|
(78
|
)
|
|
(76
|
)
|
|
(142
|
)
|
|
(149
|
)
|
|
||||
Preferred dividends
|
(922
|
)
|
|
(922
|
)
|
|
(1,844
|
)
|
|
(1,844
|
)
|
|
||||
Net income available for common shareholders, adjusted
|
$
|
58,807
|
|
|
$
|
47,317
|
|
|
$
|
106,840
|
|
|
$
|
88,227
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
113,646
|
|
|
113,403
|
|
|
113,595
|
|
|
113,371
|
|
|
||||
Earnings per common share - basic
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Common Share - diluted
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
|
Net income attributable to noncontrolling interests
|
(2,174
|
)
|
(1)
|
(1,840
|
)
|
(1)
|
(3,975
|
)
|
(1)
|
(3,351
|
)
|
(1)
|
||||
Preferred dividends
|
(922
|
)
|
|
(922
|
)
|
|
(1,844
|
)
|
|
(1,844
|
)
|
|
||||
Net income available for common shareholders, adjusted
|
$
|
58,885
|
|
|
$
|
47,393
|
|
|
$
|
106,982
|
|
|
$
|
88,376
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - diluted
|
113,853
|
|
|
113,614
|
|
|
113,769
|
|
|
113,650
|
|
|
||||
Earnings per common share - diluted
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Common Units Outstanding
|
|
|
|
|
|
|
|
||||||||
Weighted average common units - basic
|
117,783
|
|
|
117,619
|
|
|
117,754
|
|
|
117,589
|
|
||||
Effect of dilutive securities
|
207
|
|
|
211
|
|
|
174
|
|
|
279
|
|
||||
Weighted average common units - diluted
|
117,990
|
|
|
117,830
|
|
|
117,928
|
|
|
117,868
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Common Unit - basic
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
Unvested restricted stock (allocation of earnings)
|
(78
|
)
|
|
(76
|
)
|
|
(142
|
)
|
|
(149
|
)
|
||||
Preferred unit distributions
|
(922
|
)
|
|
(922
|
)
|
|
(1,844
|
)
|
|
(1,844
|
)
|
||||
Net income available for common unitholders, adjusted
|
$
|
60,981
|
|
|
$
|
49,157
|
|
|
$
|
110,815
|
|
|
$
|
91,578
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units - basic
|
117,783
|
|
|
117,619
|
|
|
117,754
|
|
|
117,589
|
|
||||
Earnings per common unit - basic
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Earnings per Common Unit - diluted
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
61,981
|
|
|
$
|
50,155
|
|
|
$
|
112,801
|
|
|
$
|
93,571
|
|
Preferred unit distributions
|
(922
|
)
|
|
(922
|
)
|
|
(1,844
|
)
|
|
(1,844
|
)
|
||||
Net income available for common unitholders, adjusted
|
$
|
61,059
|
|
|
$
|
49,233
|
|
|
$
|
110,957
|
|
|
$
|
91,727
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units - diluted
|
117,990
|
|
|
117,830
|
|
|
117,928
|
|
|
117,868
|
|
||||
Earnings per common unit - diluted
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
|
Mid-America Apartment Communities, Inc. Shareholders' Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Distributions in Excess of Net Income
|
|
Accumulated
Other
Comprehensive
Income
|
|
Noncontrolling
Interests - Operating Partnership
|
|
Noncontrolling Interest - Consolidated Real Estate Entity
|
|
Total
Equity
|
||||||||||||||||
EQUITY BALANCE DECEMBER 31, 2017
|
$
|
9
|
|
|
$
|
1,134
|
|
|
$
|
7,121,112
|
|
|
$
|
(784,500
|
)
|
|
$
|
2,157
|
|
|
$
|
231,676
|
|
|
$
|
2,306
|
|
|
$
|
6,573,894
|
|
Net income attributable to controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
108,826
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
112,801
|
|
||||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,596
|
|
|
208
|
|
|
—
|
|
|
5,804
|
|
||||||||
Issuance and registration of common shares
|
—
|
|
|
1
|
|
|
(237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
||||||||
Shares repurchased and retired
|
—
|
|
|
—
|
|
|
(2,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,912
|
)
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
625
|
|
||||||||
Shares issued in exchange for common units
|
—
|
|
|
1
|
|
|
3,117
|
|
|
—
|
|
|
—
|
|
|
(3,118
|
)
|
|
—
|
|
|
—
|
|
||||||||
Shares issued in exchange for redeemable stock
|
—
|
|
|
—
|
|
|
1,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
||||||||
Redeemable stock fair market value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
||||||||
Cumulative adjustment due to adoption of ASU 2017-12
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of unearned compensation
|
—
|
|
|
—
|
|
|
6,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,987
|
|
||||||||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(209,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209,994
|
)
|
||||||||
Dividends on noncontrolling interests units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,633
|
)
|
|
—
|
|
|
(7,633
|
)
|
||||||||
EQUITY BALANCE JUNE 30, 2018
|
$
|
9
|
|
|
$
|
1,136
|
|
|
$
|
7,130,902
|
|
|
$
|
(887,672
|
)
|
|
$
|
7,986
|
|
|
$
|
224,813
|
|
|
$
|
2,306
|
|
|
$
|
6,479,480
|
|
|
Mid-America Apartment Communities, Inc. Shareholders' Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Distributions
in Excess of
Net Income
|
|
Accumulated
Other
Comprehensive
Income
|
|
Noncontrolling
Interests - Operating Partnership |
|
Noncontrolling Interest - Consolidated Real Estate Entity
|
|
Total
Equity
|
||||||||||||||||
EQUITY BALANCE DECEMBER 31, 2016
|
$
|
9
|
|
|
$
|
1,133
|
|
|
$
|
7,109,012
|
|
|
$
|
(707,479
|
)
|
|
$
|
1,144
|
|
|
$
|
235,976
|
|
|
$
|
2,306
|
|
|
$
|
6,642,101
|
|
Net income attributable to controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
90,220
|
|
|
—
|
|
|
3,351
|
|
|
—
|
|
|
93,571
|
|
||||||||
Other comprehensive loss - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
(16
|
)
|
|
—
|
|
|
(425
|
)
|
||||||||
Issuance and registration of common shares
|
—
|
|
|
1
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Issuance and registration of preferred shares
|
—
|
|
|
—
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
||||||||
Shares repurchased and retired
|
—
|
|
|
—
|
|
|
(4,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,782
|
)
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
218
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
218
|
|
|||||||||
Shares issued in exchange for common units
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
(265
|
)
|
|
—
|
|
|
—
|
|
||||||||
Shares issued in exchange for redeemable stock
|
—
|
|
|
—
|
|
|
1,482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,482
|
|
||||||||
Redeemable stock fair market value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
—
|
|
||||||||
Amortization of unearned compensation
|
—
|
|
|
—
|
|
|
5,739
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,625
|
|
||||||||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,680
|
)
|
||||||||
Dividends on noncontrolling interests units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,328
|
)
|
|
—
|
|
|
(7,328
|
)
|
||||||||
EQUITY BALANCE JUNE 30, 2017
|
$
|
9
|
|
|
$
|
1,134
|
|
|
$
|
7,114,079
|
|
|
$
|
(817,616
|
)
|
|
$
|
735
|
|
|
$
|
231,595
|
|
|
$
|
2,306
|
|
|
$
|
6,532,242
|
|
|
Mid-America Apartments, L.P. Unitholders' Capital
|
|
|
|
|
||||||||||||||||||
|
Limited Partner
|
|
General Partner
|
|
Preferred Units
|
|
Accumulated
Other Comprehensive Income |
|
Noncontrolling Interest - Consolidated Real Estate Entity
|
|
Total Partnership Capital
|
||||||||||||
CAPITAL BALANCE DECEMBER 31, 2017
|
$
|
231,676
|
|
|
$
|
6,270,758
|
|
|
$
|
66,840
|
|
|
$
|
2,295
|
|
|
$
|
2,306
|
|
|
$
|
6,573,875
|
|
Net income
|
3,975
|
|
|
106,982
|
|
|
1,844
|
|
|
—
|
|
|
—
|
|
|
112,801
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
5,804
|
|
|
—
|
|
|
5,804
|
|
||||||
Issuance of units
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
||||||
Units repurchased and retired
|
—
|
|
|
(2,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,912
|
)
|
||||||
Exercise of unit options
|
—
|
|
|
625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
625
|
|
||||||
General partner units issued in exchange for limited partner units
|
(3,118
|
)
|
|
3,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Units issued in exchange for redeemable units
|
—
|
|
|
1,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
||||||
Redeemable units fair market value adjustment
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Adjustment for limited partners' capital at redemption value
|
(87
|
)
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative adjustment due to adoption of ASU 2017-12
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
233
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unearned compensation
|
—
|
|
|
6,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,987
|
|
||||||
Distributions to preferred unitholders
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
||||||
Distributions to common unitholders
|
(7,633
|
)
|
|
(209,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217,627
|
)
|
||||||
CAPITAL BALANCE JUNE 30, 2018
|
$
|
224,813
|
|
|
$
|
6,177,170
|
|
|
$
|
66,840
|
|
|
$
|
8,332
|
|
|
$
|
2,306
|
|
|
$
|
6,479,461
|
|
|
Mid-America Apartments, L.P. Unitholders' Capital
|
|
|
|
|
||||||||||||||||||
|
Limited Partner
|
|
General Partner
|
|
Preferred Units
|
|
Accumulated
Other Comprehensive Income |
|
Noncontrolling Interest - Consolidated Real Estate Entity
|
|
Total Partnership Capital
|
||||||||||||
CAPITAL BALANCE DECEMBER 31, 2016
|
$
|
235,976
|
|
|
$
|
6,337,721
|
|
|
$
|
64,833
|
|
|
$
|
1,246
|
|
|
$
|
2,306
|
|
|
$
|
6,642,082
|
|
Net income
|
3,351
|
|
|
88,376
|
|
|
1,844
|
|
|
—
|
|
|
—
|
|
|
93,571
|
|
||||||
Other comprehensive income - derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|
—
|
|
|
(425
|
)
|
||||||
Issuance of units
|
—
|
|
|
16
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
2,023
|
|
||||||
Units repurchased and retired
|
—
|
|
|
(4,782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,782
|
)
|
||||||
Exercise of OP Unit options
|
—
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
||||||
General partner units issued in exchange for limited partner units
|
(265
|
)
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Units issued in exchange for redeemable units
|
—
|
|
|
1,482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,482
|
|
||||||
Redeemable units fair market value adjustment
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
||||||
Adjustment for limited partners' capital at redemption value
|
(139
|
)
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unearned compensation
|
—
|
|
|
5,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,625
|
|
||||||
Distributions to preferred unitholders
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
||||||
Distributions to common unitholders
|
(7,328
|
)
|
|
(197,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205,008
|
)
|
||||||
CAPITAL BALANCE JUNE 30, 2017
|
$
|
231,595
|
|
|
$
|
6,230,661
|
|
|
$
|
66,840
|
|
|
$
|
821
|
|
|
$
|
2,306
|
|
|
$
|
6,532,223
|
|
|
Borrowed
Balance
|
|
Effective
Rate
|
|
Contract
Maturity
(2)
|
|||
Unsecured debt
|
|
|
|
|
|
|
|
|
Variable rate revolving credit facility
|
$
|
110,000
|
|
|
3.0
|
%
|
|
4/15/2020
|
Fixed rate senior notes
|
2,692,000
|
|
|
4.0
|
%
|
|
5/26/2025
|
|
Term loans fixed with swaps
|
550,000
|
|
|
2.9
|
%
|
|
7/14/2020
|
|
Variable rate term loans
|
300,000
|
|
|
2.9
|
%
|
|
8/29/2020
|
|
Fair market value adjustments, debt issuance costs and discounts
|
(30,176
|
)
|
|
|
|
|
||
Total unsecured debt
|
$
|
3,621,824
|
|
|
3.7
|
%
|
|
|
Fixed rate secured debt
|
|
|
|
|
|
|||
Individual property mortgages
|
$
|
839,131
|
|
|
4.0
|
%
|
|
11/1/2019
|
Variable rate secured debt
(1)
|
|
|
|
|
|
|
|
|
Fannie Mae Facility
|
80,000
|
|
|
2.5
|
%
|
|
12/1/2018
|
|
Fair market value adjustments and debt issuance costs
|
7,680
|
|
|
|
|
|
||
Total secured debt
|
$
|
926,811
|
|
|
3.9
|
%
|
|
|
Total outstanding debt
|
$
|
4,548,635
|
|
|
3.7
|
%
|
|
|
•
|
$80.0 million
of the Fannie Mae Facility, all of which was borrowed as of
June 30, 2018
; and
|
•
|
$292.0 million
of the privately placed senior unsecured notes.
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional Amount
|
||
Interest Rate Cap
|
|
1
|
|
$
|
25,000,000
|
|
Interest Rate Swaps
(1)
|
|
12
|
|
$
|
550,000,000
|
|
(1)
|
Six forward rate swaps totaling $300.0 million, which hedge the first 10 years of interest payments on debt anticipated to be issued in the future are included in the number of instruments but excluded from the notional amount. These swaps are not included in the debt discussion in Note 6 or Management's Discussion and Analysis of Financial Condition and Results of Operations found elsewhere in this Quarterly Report on Form 10-Q.
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Interest Expense
(1)
|
||||||||||||
Three months ended June 30,
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|||||||||
Interest rate contracts
|
|
$
|
5,720
|
|
|
$
|
(3,863
|
)
|
|
Interest Expense
|
|
$
|
555
|
|
|
$
|
(246
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate contracts
|
|
$
|
6,552
|
|
|
$
|
(1,343
|
)
|
|
Interest Expense
|
|
$
|
748
|
|
|
$
|
(918
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Amount of Gain (Loss) Recognized in Earnings on Derivative
|
||||||
For the three months ended June 30,
|
|
|
2018
|
|
2017
|
|||||
Preferred stock embedded derivative
|
|
Other non-operating income
|
|
$
|
2,793
|
|
|
$
|
(633
|
)
|
|
|
|
|
|
|
|
||||
For the six months ended June 30,
|
|
|
|
|
|
|
||||
Preferred stock embedded derivative
|
|
Other non-operating income
|
|
$
|
149
|
|
|
$
|
1,720
|
|
Description
|
|
Outstanding Shares
|
|
Liquidation Preference
(1)
|
|
Optional Redemption Date
|
|
Redemption Price
(2)
|
|
Stated Dividend Yield
|
|
Approximate Dividend Rate
|
Series I
|
|
867,846
|
|
$50.00
|
|
10/1/2026
|
|
$50.00
|
|
8.50%
|
|
$4.25
|
•
|
Same Store communities are communities that the Company has owned and have been stabilized for at least a full
12
months.
|
•
|
Non-Same Store and Other includes recent acquisitions, communities in development or lease-up, communities that have been identified for disposition and communities that have incurred a significant casualty loss. Also included in Non-Same Store and Other are non-multifamily activities.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Same Store
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
333,277
|
|
|
$
|
327,960
|
|
|
$
|
664,960
|
|
|
$
|
653,726
|
|
Reimbursable property revenues
|
21,945
|
|
|
21,939
|
|
|
44,294
|
|
|
43,760
|
|
||||
Other property revenues
|
3,281
|
|
|
3,431
|
|
|
6,096
|
|
|
6,441
|
|
||||
Total Same Store revenues
|
$
|
358,503
|
|
|
$
|
353,330
|
|
|
$
|
715,350
|
|
|
$
|
703,927
|
|
Non-Same Store and Other
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
29,897
|
|
|
$
|
27,397
|
|
|
$
|
57,254
|
|
|
$
|
52,496
|
|
Reimbursable property revenues
|
1,252
|
|
|
1,476
|
|
|
2,590
|
|
|
3,012
|
|
||||
Other property revenues
|
421
|
|
|
588
|
|
|
896
|
|
|
2,264
|
|
||||
Total Non-Same Store and Other revenues
|
$
|
31,570
|
|
|
$
|
29,461
|
|
|
$
|
60,740
|
|
|
$
|
57,772
|
|
Total rental and other property revenues
|
$
|
390,073
|
|
|
$
|
382,791
|
|
|
$
|
776,090
|
|
|
$
|
761,699
|
|
Net Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same Store NOI
|
$
|
224,200
|
|
|
$
|
220,474
|
|
|
$
|
449,550
|
|
|
$
|
441,657
|
|
Non-Same Store and Other NOI
|
17,143
|
|
|
16,348
|
|
|
33,406
|
|
|
32,800
|
|
||||
Total NOI
|
241,343
|
|
|
236,822
|
|
|
482,956
|
|
|
474,457
|
|
||||
Depreciation and amortization
|
(122,925
|
)
|
|
(126,360
|
)
|
|
(243,669
|
)
|
|
(256,357
|
)
|
||||
Property management expenses
|
(11,396
|
)
|
|
(10,745
|
)
|
|
(24,276
|
)
|
|
(21,726
|
)
|
||||
General and administrative expenses
|
(9,211
|
)
|
|
(9,534
|
)
|
|
(19,343
|
)
|
|
(22,374
|
)
|
||||
Merger and integration expenses
|
(2,826
|
)
|
|
(4,207
|
)
|
|
(6,625
|
)
|
|
(10,368
|
)
|
||||
Interest expense
|
(43,585
|
)
|
|
(38,481
|
)
|
|
(84,490
|
)
|
|
(75,065
|
)
|
||||
Gain on sale of depreciable real estate assets
|
2
|
|
|
274
|
|
|
2
|
|
|
201
|
|
||||
Gain on sale of non-depreciable real estate assets
|
2,761
|
|
|
48
|
|
|
2,911
|
|
|
48
|
|
||||
Other non-operating income
|
8,032
|
|
|
2,627
|
|
|
5,691
|
|
|
5,338
|
|
||||
Income tax expense
|
(570
|
)
|
|
(618
|
)
|
|
(1,210
|
)
|
|
(1,269
|
)
|
||||
Income from real estate joint venture
|
356
|
|
|
329
|
|
|
854
|
|
|
686
|
|
||||
Net income attributable to noncontrolling interests
|
(2,174
|
)
|
|
(1,840
|
)
|
|
(3,975
|
)
|
|
(3,351
|
)
|
||||
Dividends to MAA Series I preferred shareholders
|
(922
|
)
|
|
(922
|
)
|
|
(1,844
|
)
|
|
(1,844
|
)
|
||||
Net income available for MAA common shareholders
|
$
|
58,885
|
|
|
$
|
47,393
|
|
|
$
|
106,982
|
|
|
$
|
88,376
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
||||
Same Store
|
$
|
9,715,692
|
|
|
$
|
9,864,321
|
|
Non-Same Store and Other
|
1,568,364
|
|
|
1,427,778
|
|
||
Corporate assets
|
163,073
|
|
|
199,820
|
|
||
Total assets
|
$
|
11,447,129
|
|
|
$
|
11,491,919
|
|
Community
|
|
Market
|
|
Units
|
|
Date Acquired
|
Sync36
|
|
Denver, CO
|
|
374
|
|
April 26, 2018
|
Community
|
|
Market
|
|
Acres
|
|
Date Sold
|
Craft Farms Residential - Outparcel
|
|
Gulf Shores, AL
|
|
3
|
|
January 24, 2018
|
Randal Park - Outparcel
|
|
Orlando, FL
|
|
34
|
|
February 27, 2018
|
Colonial Grand at Azure - Outparcel
|
|
Las Vegas, NV
|
|
29
|
|
April 19, 2018
|
•
|
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 real estate investment trust, or REIT, to risks inherent in investments in a single industry and sector;
|
•
|
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;
|
•
|
difficulty in integrating MAA's and Post Properties' businesses;
|
•
|
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;
|
•
|
cyberliability or 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 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 June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Increase
|
|
Percentage Increase
|
|||||||
Same Store
|
$
|
358,503
|
|
|
$
|
353,330
|
|
|
$
|
5,173
|
|
|
1.5
|
%
|
Non-Same Store and Other
|
31,570
|
|
|
29,461
|
|
|
2,109
|
|
|
7.2
|
%
|
|||
Total
|
$
|
390,073
|
|
|
$
|
382,791
|
|
|
$
|
7,282
|
|
|
1.9
|
%
|
|
Three months ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Increase
|
|
Percentage Increase
|
|||||||
Same Store
|
$
|
134,303
|
|
|
$
|
132,856
|
|
|
$
|
1,447
|
|
|
1.1
|
%
|
Non-Same Store and Other
|
14,427
|
|
|
13,113
|
|
|
1,314
|
|
|
10.0
|
%
|
|||
Total
|
$
|
148,730
|
|
|
$
|
145,969
|
|
|
$
|
2,761
|
|
|
1.9
|
%
|
|
Six months ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Increase
|
|
Percentage Increase
|
|||||||
Same Store
|
$
|
715,350
|
|
|
$
|
703,927
|
|
|
$
|
11,423
|
|
|
1.6
|
%
|
Non-Same Store and Other
|
60,740
|
|
|
57,772
|
|
|
2,968
|
|
|
5.1
|
%
|
|||
Total
|
$
|
776,090
|
|
|
$
|
761,699
|
|
|
$
|
14,391
|
|
|
1.9
|
%
|
|
Six months ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Increase
|
|
Percentage Increase
|
|||||||
Same Store
|
$
|
265,800
|
|
|
$
|
262,270
|
|
|
$
|
3,530
|
|
|
1.3
|
%
|
Non-Same Store and Other
|
27,334
|
|
|
24,972
|
|
|
2,362
|
|
|
9.5
|
%
|
|||
Total
|
$
|
293,134
|
|
|
$
|
287,242
|
|
|
$
|
5,892
|
|
|
2.1
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income available for MAA common shareholders
|
$
|
58,885
|
|
|
$
|
47,393
|
|
|
$
|
106,982
|
|
|
$
|
88,376
|
|
Depreciation and amortization of real estate assets
|
121,745
|
|
|
125,344
|
|
|
241,311
|
|
|
254,312
|
|
||||
Gain on sale of depreciable real estate assets
|
(2
|
)
|
|
(274
|
)
|
|
(2
|
)
|
|
(201
|
)
|
||||
Depreciation and amortization of real estate assets of real estate joint venture
|
144
|
|
|
150
|
|
|
289
|
|
|
302
|
|
||||
Net income attributable to noncontrolling interests
|
2,174
|
|
|
1,840
|
|
|
3,975
|
|
|
3,351
|
|
||||
Funds from operations attributable to the Company
|
$
|
182,946
|
|
|
$
|
174,453
|
|
|
$
|
352,555
|
|
|
$
|
346,140
|
|
|
Primary drivers of cash (outflow) inflow
|
|
(Decrease) Increase in Net Cash
|
||||||||
|
during the six months ended June 30,
|
|
|||||||||
|
2018
|
|
2017
|
|
|||||||
Purchases of real estate and other assets
|
$
|
(110,430
|
)
|
|
$
|
(62,817
|
)
|
|
$
|
(47,613
|
)
|
Capital improvements, development and other
|
(126,333
|
)
|
|
(186,372
|
)
|
|
60,039
|
|
|||
Proceeds from disposition of real estate assets
|
16,151
|
|
|
1,551
|
|
|
14,600
|
|
|
Primary drivers of cash (outflow) inflow
|
|
Increase (Decrease) in Net Cash
|
||||||||
|
during the six months ended June 30,
|
|
|||||||||
|
2018
|
|
2017
|
|
|||||||
Net change in credit lines
|
$
|
(300,000
|
)
|
|
$
|
(330,000
|
)
|
|
$
|
30,000
|
|
Proceeds from notes payable
|
397,612
|
|
|
597,480
|
|
|
(199,868
|
)
|
|||
Principal payments on notes payable
|
(43,622
|
)
|
|
(178,164
|
)
|
|
134,542
|
|
|||
Dividends paid on common shares
|
(209,843
|
)
|
|
(197,602
|
)
|
|
(12,241
|
)
|
|
Principal
Balance
|
|
Average Years to Rate Maturity
|
|
Effective
Rate
|
||||
Unsecured debt
|
|
|
|
|
|
|
|||
Fixed rate or swapped
|
$
|
3,242,000
|
|
|
5.9
|
|
|
3.8
|
%
|
Variable rate
|
410,000
|
|
|
0.1
|
|
|
3.0
|
%
|
|
Fair market value adjustments, debt issuance costs and discounts
|
(30,176
|
)
|
|
|
|
|
|||
Total unsecured rate maturity
|
$
|
3,621,824
|
|
|
5.2
|
|
|
3.7
|
%
|
Secured debt
|
|
|
|
|
|
|
|
|
|
Conventional - fixed rate or swapped
|
$
|
839,131
|
|
|
1.3
|
|
|
4.0
|
%
|
Conventional - variable rate - capped
(1)
|
25,000
|
|
|
0.3
|
|
|
2.5
|
%
|
|
Total fixed or hedged rate maturity
|
$
|
864,131
|
|
|
1.3
|
|
|
4.0
|
%
|
Conventional - variable rate
|
55,000
|
|
|
0.1
|
|
|
2.5
|
%
|
|
Fair market value adjustments and debt issuance costs
|
7,680
|
|
|
|
|
|
|
||
Total secured rate maturity
|
$
|
926,811
|
|
|
1.2
|
|
|
3.9
|
%
|
Total debt
|
$
|
4,548,635
|
|
|
4.4
|
|
|
3.7
|
%
|
Total fixed or hedged debt
|
$
|
4,084,210
|
|
|
4.9
|
|
|
3.8
|
%
|
(1)
|
The effective rate represents the average rate on the underlying variable debt unless the cap rate of 4.5% of the London Interbank Offered Rate, or LIBOR, is reached.
|
|
Unsecured Credit Facility
|
|
Public Bonds
|
|
Other Unsecured
|
|
Secured
|
|
Total
|
||||||||||
2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,043
|
|
|
$
|
80,000
|
|
|
$
|
380,043
|
|
2019
|
—
|
|
|
—
|
|
|
19,976
|
|
|
552,024
|
|
|
572,000
|
|
|||||
2020
|
110,000
|
|
|
—
|
|
|
149,829
|
|
|
161,086
|
|
|
420,915
|
|
|||||
2021
|
—
|
|
|
—
|
|
|
222,193
|
|
|
123,787
|
|
|
345,980
|
|
|||||
2022
|
—
|
|
|
248,333
|
|
|
415,936
|
|
|
—
|
|
|
664,269
|
|
|||||
Thereafter
|
—
|
|
|
2,123,365
|
|
|
32,149
|
|
|
9,914
|
|
|
2,165,428
|
|
|||||
Total
|
$
|
110,000
|
|
|
$
|
2,371,698
|
|
|
$
|
1,140,126
|
|
|
$
|
926,811
|
|
|
$
|
4,548,635
|
|
|
|
Fixed Rate Debt
|
|
Interest Rate Swaps
|
|
Total Fixed Rate Balances
|
|
Contract Rate
|
|
Interest Rate Cap
|
|
Total Fixed or Hedged
|
|||||||||||
2018
|
|
$
|
50,000
|
|
|
$
|
250,043
|
|
|
$
|
300,043
|
|
|
3.7
|
%
|
|
$
|
25,000
|
|
|
$
|
325,043
|
|
2019
|
|
572,000
|
|
|
—
|
|
|
572,000
|
|
|
5.9
|
%
|
|
—
|
|
|
572,000
|
|
|||||
2020
|
|
161,086
|
|
|
299,250
|
|
|
460,336
|
|
|
3.2
|
%
|
|
—
|
|
|
460,336
|
|
|||||
2021
|
|
196,383
|
|
|
—
|
|
|
196,383
|
|
|
5.2
|
%
|
|
—
|
|
|
196,383
|
|
|||||
2022
|
|
365,019
|
|
|
—
|
|
|
365,019
|
|
|
3.6
|
%
|
|
—
|
|
|
365,019
|
|
|||||
Thereafter
|
|
2,165,429
|
|
|
—
|
|
|
2,165,429
|
|
|
3.9
|
%
|
|
—
|
|
|
2,165,429
|
|
|||||
Total
|
|
$
|
3,509,917
|
|
|
$
|
549,293
|
|
|
$
|
4,059,210
|
|
|
4.2
|
%
|
|
$
|
25,000
|
|
|
$
|
4,084,210
|
|
Contractual Obligations
(1)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt obligations
(2)
|
|
$
|
385,304
|
|
|
$
|
570,127
|
|
|
$
|
418,284
|
|
|
$
|
342,903
|
|
|
$
|
668,401
|
|
|
$
|
2,186,111
|
|
|
$
|
4,571,130
|
|
Fixed rate or swapped interest
(3)
|
|
80,510
|
|
|
130,139
|
|
|
114,821
|
|
|
106,254
|
|
|
99,571
|
|
|
288,590
|
|
|
819,885
|
|
|||||||
Purchase obligations
(4)
|
|
543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|||||||
Operating lease obligations
(5)
|
|
1,385
|
|
|
2,781
|
|
|
2,765
|
|
|
2,775
|
|
|
2,790
|
|
|
73,931
|
|
|
86,427
|
|
|||||||
Total
|
|
$
|
467,742
|
|
|
$
|
703,047
|
|
|
$
|
535,870
|
|
|
$
|
451,932
|
|
|
$
|
770,762
|
|
|
$
|
2,548,632
|
|
|
$
|
5,477,985
|
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(2)
|
|
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
(3)
|
||||
April 1, 2018 - April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,000,000
|
May 1, 2018 - May 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,000,000
|
June 1, 2018 - June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,000,000
|
Total
|
—
|
|
|
|
|
—
|
|
|
4,000,000
|
(1)
|
This column reflects the shares of common stock surrendered by employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares under the 2013 Stock Incentive Plan, as amended.
|
(2)
|
The price per share is based on the closing price of MAA's common stock as of the date of determination of the statutory minimum for federal and state tax obligations.
|
(3)
|
This column reflects the number of shares of MAA's common stock that were available for purchase under the 4.0 million share repurchase program authorized by MAA's Board of Directors in December 2015.
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1†
|
|
|
10.2†
|
|
|
10.3†
|
|
|
10.4†
|
|
|
11.1
|
|
|
11.2
|
|
|
12.1
|
|
|
12.2
|
|
|
31.1
|
|
|
31.2
|
|
|
31.3
|
|
|
31.4
|
|
|
32.1
|
|
|
32.2
|
|
|
32.3
|
|
|
32.4
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101
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The following financial information from Mid-America Apartment Communities, Inc.’s and Mid-America Apartments, L.P.'s report for the period ended June 30, 2018, filed with the SEC on August 2, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017; (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 (Unaudited) and 2017 (Unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 (Unaudited) and 2017 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 (Unaudited) and 2017 (Unaudited); and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
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MID-AMERICA APARTMENT COMMUNITIES, INC.
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Date:
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August 2, 2018
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/s/ A. Clay Holder
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A. Clay Holder
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Senior Vice President and Chief Accounting Officer
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(Duly Authorized Officer)
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MID-AMERICA APARTMENTS, L.P.
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By:
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Mid-America Apartment Communities, Inc., its general partner
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Date:
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August 2, 2018
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/s/ A. Clay Holder
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A. Clay Holder
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Senior Vice President and Chief Accounting Officer
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(Duly Authorized Officer)
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Name of Grantee:
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No. of Shares:
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Grant Date:
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Incremental Number
of Shares Vested
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Vesting Date
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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_____________ (___%)
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____________
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MID-AMERICA APARTMENT
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COMMUNITIES, INC.
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By:
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Title:
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Dated:
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Grantee's Signature
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Grantee's name and address:
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Name of Optionee:
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No. of Option Shares:
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Option Exercise Price per Share
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$
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[FMV on Grant Date]
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Grant Date:
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Expiration Date:
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MID-AMERICA APARTMENT
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COMMUNITIES, INC.
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By:
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Title:
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Dated:
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Optionee's Signature
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Optionee's name and address:
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Name of Optionee:
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No. of Option Shares:
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Option Exercise Price per Share
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$
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[FMV on Grant Date (110% of FMV if a 10% owner)]
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Grant Date:
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Expiration Date:
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[up to 10 years (5 if a 10% owner)]
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MID-AMERICA APARTMENT
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COMMUNITIES, INC.
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By:
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Title:
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Dated:
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Optionee's Signature
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Optionee's name and address:
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To the Company:
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Mid-America Apartment Communities, Inc.
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Attn: Leslie Wolfgang
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6815 Poplar Avenue, Suite 500
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Germantown, TN 38138
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To the Grantee:
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The address then maintained with respect to the Grantee in the Company's records.
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MID-AMERICA APARTMENT
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COMMUNITIES, INC.
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By:
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Leslie B.C. Wolfgang
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Grantee:
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Signature
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Please Print Name
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Three months ended June 30,
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Six months ended June 30,
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2018
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2017
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2018
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2017
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Earnings:
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Net income
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$
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61,981
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$
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50,155
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$
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112,801
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$
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93,571
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Equity in income of unconsolidated entities
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(356
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)
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(329
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)
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(854
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(686
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Income tax expense
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570
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618
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1,210
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1,269
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Net income before equity in income of unconsolidated entities and income tax expense
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62,195
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50,444
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113,157
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94,154
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Add:
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Distribution of income from investments in unconsolidated entities
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586
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118
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1,039
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339
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Fixed charges, less preferred distribution requirement of consolidated subsidiaries
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44,073
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40,688
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85,773
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79,292
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Deduct:
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Capitalized interest
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488
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2,207
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1,283
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4,227
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Total earnings (A)
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$
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106,366
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$
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89,043
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$
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198,686
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$
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169,558
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Fixed charges and preferred dividends:
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Interest expense
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$
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43,585
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$
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38,481
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$
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84,490
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$
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75,065
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Capitalized interest
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488
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2,207
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1,283
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4,227
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Total fixed charges (B)
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$
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44,073
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$
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40,688
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$
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85,773
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$
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79,292
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Preferred dividends, including redemption costs
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922
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922
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1,844
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1,844
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Total fixed charges and preferred dividends (C)
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$
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44,995
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$
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41,610
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$
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87,617
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$
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81,136
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Ratio of Earnings to Fixed Charges (A/B)
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2.4 x
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2.2 x
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2.3 x
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2.1 x
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Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
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2.4 x
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2.1 x
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2.3 x
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2.1 x
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Three months ended June 30,
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Six months ended June 30,
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||||||||||||
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2018
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2017
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2018
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2017
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Earnings:
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Net income
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$
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61,981
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$
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50,155
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$
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112,801
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$
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93,571
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Equity in income of unconsolidated entities
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(356
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)
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(329
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)
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(854
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)
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(686
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)
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Income tax expense
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570
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618
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1,210
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1,269
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Net income before equity in income of unconsolidated entities and income tax expense
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62,195
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50,444
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113,157
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94,154
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Add:
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Distribution of income from investments in unconsolidated entities
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586
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118
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1,039
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339
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Fixed charges, less preferred distribution requirement of consolidated subsidiaries
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44,073
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40,688
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85,773
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79,292
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Deduct:
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Capitalized interest
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488
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2,207
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1,283
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4,227
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Total earnings (A)
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$
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106,366
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$
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89,043
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$
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198,686
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$
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169,558
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Fixed charges and preferred dividends:
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Interest expense
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$
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43,585
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$
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38,481
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$
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84,490
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$
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75,065
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Capitalized interest
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488
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2,207
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1,283
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4,227
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Total fixed charges (B)
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$
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44,073
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$
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40,688
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$
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85,773
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$
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79,292
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Preferred dividends, including redemption costs
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922
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922
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1,844
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1,844
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Total fixed charges and preferred dividends (C)
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$
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44,995
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$
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41,610
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$
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87,617
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$
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81,136
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Ratio of Earnings to Fixed Charges (A/B)
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2.4 x
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2.2 x
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2.3 x
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2.1 x
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Ratio of Earnings to Fixed Charges and Preferred Dividends (A/C)
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2.4 x
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2.1 x
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2.3 x
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2.1 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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August 2, 2018
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chairman of the Board of Directors
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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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August 2, 2018
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Executive Vice President and 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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August 2, 2018
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chairman of the Board of Directors
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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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August 2, 2018
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Executive Vice President and 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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Date:
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August 2, 2018
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chairman of the Board of Directors
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Chief Executive Officer
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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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Date:
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August 2, 2018
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Executive Vice President and Chief Financial Officer
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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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Date:
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August 2, 2018
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/s/ H. Eric Bolton, Jr.
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H. Eric Bolton, Jr.
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Chairman of the Board of Directors
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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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(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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Date:
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August 2, 2018
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/s/ Albert M. Campbell, III
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Albert M. Campbell, III
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Executive Vice President and Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P.
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