WASHINGTON
OR
oMarch 31, 2006
TENNESSEE |
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(State or other jurisdiction of |
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incorporation or organization) |
6584 POPLAR AVENUE, SUITE 300 | 38138 |
MEMPHIS, TENNESSEE | (Zip Code) |
(Address of principal executive offices) |
6584 POPLAR AVENUE, SUITE 300
MEMPHIS, TENNESSEE 38138
(Address of principal executive offices)
(901) 682-6600
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Large accelerated filer [X] |
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Class |
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Common Stock, $.01 par value |
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MID-AMERICA APARTMENT COMMUNITIES, INC. | |||||
TABLE OF CONTENTS | |||||
Page | |||||
PART I - FINANCIAL INFORMATION |
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. | Financial Statements |
Condensed Consolidated Balance Sheets as of | 2 |
Condensed Consolidated Statements of Operations for the three | 3 | ||||
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and | 4 | ||||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2005
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Notes to Condensed Consolidated Financial Statements (Unaudited) | 5 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
Item 3. | Quantitative and Qualitative Disclosures | 23 |
Item 4. | Controls and Procedures | 23 |
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION | ||||
Item 1. | Legal Proceedings | 24 |
Item 1A. | Risk Factors | 24 | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
Item 3. | Defaults Upon Senior Securities | 25 |
Item 4. | Submission of Matters to a Vote of Security Holders | 25 | ||
Item 5. | Other Information | 25 | ||
Item 6. | Exhibits | 25 | ||
Signatures | 31 |
Mid-America Apartment Communities, Inc. | |||||||
Condensed Consolidated Balance Sheets | |||||||
March 31, 2006 (Unaudited) and December 31, 2005 | |||||||
(Dollars in thousands, except per share data) | |||||||
March 31, 2006 | December 31, 2005 | ||||||
Assets: | |||||||
Real estate assets: | |||||||
Land | $ | 189,150 | $ | 179,523 | |||
Buildings and improvements | 1,793,119 | 1,740,818 | |||||
Furniture, fixtures and equipment | 47,499 | 46,301 | |||||
Capital improvements in progress | 1,027 | 4,175 | |||||
2,030,795 | 1,970,817 | ||||||
Less accumulated depreciation | (491,810 | ) | (473,421 | ) | |||
1,538,985 | 1,497,396 | ||||||
Land held for future development | 1,366 | 1,366 | |||||
Commercial properties, net | 7,257 | 7,345 | |||||
Investments in and advances to real estate joint ventures | 4,021 | 4,182 | |||||
Real estate assets, net | 1,551,629 | 1,510,289 | |||||
Cash and cash equivalents | 11,073 | 14,064 | |||||
Restricted cash | 4,402 | 5,534 | |||||
Deferred financing costs, net | 15,509 | 15,338 | |||||
Other assets | 29,580 | 20,181 | |||||
Goodwill | 5,051 | 5,051 | |||||
Total assets | $ | 1,617,244 | $ | 1,570,457 | |||
Liabilities and Shareholders' Equity: | |||||||
Liabilities: | |||||||
Notes payable | $ | 1,181,046 | $ | 1,140,046 | |||
Accounts payable | 2,663 | 3,278 | |||||
Accrued expenses and other liabilities | 28,352 | 28,380 | |||||
Security deposits | 6,871 | 6,429 | |||||
Total liabilities | 1,218,932 | 1,178,133 | |||||
Minority interest | 28,356 | 29,798 | |||||
Shareholders' equity: | |||||||
Preferred stock, $.01 par value, 20,000,000 shares authorized, | |||||||
$166,863 or $25 per share liquidation preference: | |||||||
9 1/4% Series F Cumulative Redeemable Preferred Stock, | |||||||
3,000,000 shares authorized, 474,500 shares issued and outstanding | 5 | 5 | |||||
8.30% Series H Cumulative Redeemable Preferred Stock, | |||||||
6,200,000 shares authorized, 6,200,000 shares issued and outstanding | 62 | 62 | |||||
Common stock, $.01 par value per share, 50,000,000 shares authorized; | |||||||
22,623,529 and 22,048,372 shares issued and outstanding at | |||||||
March 31, 2006, and December 31, 2005, respectively | 226 | 220 | |||||
Additional paid-in capital | 691,429 | 671,885 | |||||
Other | - | (2,422 | ) | ||||
Accumulated distributions in excess of net income | (339,311 | ) | (314,352 | ) | |||
Accumulated other comprehensive income (loss) | 17,545 | 7,128 | |||||
Total shareholders' equity | 369,956 | 362,526 | |||||
Total liabilities and shareholders' equity | $ | 1,617,244 | $ | 1,570,457 | |||
See accompanying notes to condensed consolidated financial statements. |
Mid-America Apartment Communities, Inc. | ||||||||||
Condensed Consolidated Statements of Operations | ||||||||||
Three months ended March 31, 2006 and 2005 | ||||||||||
(Dollars in thousands, except per share data) | ||||||||||
2006 | 2005 | |||||||||
Operating revenues: | ||||||||||
Rental revenues | $ | 75,045 | $ | 68,669 | ||||||
Other property revenues | 3,549 | 2,906 | ||||||||
Total property revenues | 78,594 | 71,575 | ||||||||
Management fee income | 52 | 118 | ||||||||
Total operating revenues | 78,646 | 71,693 | ||||||||
Property operating expenses: | ||||||||||
Personnel | 9,108 | 8,358 | ||||||||
Building repairs and maintenance | 2,470 | 2,307 | ||||||||
Real estate taxes and insurance | 9,641 | 9,442 | ||||||||
Utilities | 4,720 | 4,155 | ||||||||
Landscaping | 2,113 | 1,947 | ||||||||
Other operating | 3,448 | 3,417 | ||||||||
Depreciation | 18,930 | 18,049 | ||||||||
Total property operating expenses | 50,430 | 47,675 | ||||||||
Property management expenses | 2,511 | 2,808 | ||||||||
General and administrative expenses | 3,361 | 2,656 | ||||||||
Income from continuing operations before non-operating items | 22,344 | 18,554 | ||||||||
Interest and other non-property income | 117 | 157 | ||||||||
Interest expense | (15,803 | ) | (13,732 | ) | ||||||
Loss on debt extinguishment | (550 | ) | (4 | ) | ||||||
Amortization of deferred financing costs | (485 | ) | (460 | ) | ||||||
Minority interest in operating partnership income | (413 | ) | (260 | ) | ||||||
(Loss) income from investments in unconsolidated entities | (84 | ) | 318 | |||||||
Net gain on insurance and other settlement proceeds | - | 7 | ||||||||
Income from continuing operations | 5,126 | 4,580 | ||||||||
Discontinued operations: | ||||||||||
Loss from discontinued operations before | ||||||||||
asset impairment, settlement proceeds and gain on sale | - | (135 | ) | |||||||
Asset impairment on discontinued operations | - | (94 | ) | |||||||
Net loss on insurance and other settlement proceeds on | ||||||||||
discontinued operations | - | (25 | ) | |||||||
Net income | 5,126 | 4,326 | ||||||||
Preferred dividend distribution | 3,490 | 3,713 | ||||||||
Net income available for common shareholders | $ | 1,636 | $ | 613 | ||||||
Weighted average shares outstanding (in thousands): | ||||||||||
Basic | 22,134 | 20,928 | ||||||||
Effect of dilutive stock options | 232 | 284 | ||||||||
Diluted | 22,366 | 21,212 | ||||||||
Net income available for common shareholders | $ | 1,636 | $ | 613 | ||||||
Discontinued property operations | - | 254 | ||||||||
Income from continuing operations available for common shareholders | $ | 1,636 | $ | 867 | ||||||
Earnings per share - basic: | ||||||||||
Income from continuing operations | ||||||||||
available for common shareholders | $ | 0.07 | $ | 0.04 | ||||||
Discontinued property operations | - | (0.01 | ) | |||||||
Net income available for common shareholders | $ | 0.07 | $ | 0.03 | ||||||
Earnings per share - diluted: | ||||||||||
Income from continuing operations | ||||||||||
available for common shareholders | $ | 0.07 | $ | 0.04 | ||||||
Discontinued property operations | - | (0.01 | ) | |||||||
Net income available for common shareholders | $ | 0.07 | $ | 0.03 | ||||||
Dividends declared per common share (1) | $ | 1.190 | $ | 0.585 | ||||||
(1) |
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During this same period the Company also declared an additional $0.595 per common share that will not be paid until April 29, 2006. | ||||||
See accompanying notes to condensed consolidated financial statements |
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Mid-America Apartment Communities, Inc. | |||||
Consolidated Balance Sheets | |||||
September 30, 2005 (Unaudited) and December 31, 2004 | |||||
(Dollars in thousands, except per share data) | |||||
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| September 30, 2005 | December 31, 2004 | |||
Assets: | |||||
Real estate assets: | |||||
| Land | $ 177,472 | $ 163,381 | ||
| Buildings and improvements | 1,735,162 | 1,625,194 | ||
| Furniture, fixtures and equipment | 45,407 | 41,682 | ||
| Capital improvements in progress | 3,067 | 6,519 | ||
| 1,961,108 | 1,836,776 | |||
| Less accumulated depreciation | (454,346) | (399,762) | ||
| 1,506,762 | 1,437,014 | |||
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| Land held for future development | 1,366 | 1,366 | ||
| Commercial properties, net | 7,197 | 7,429 | ||
| Investments in and advances to real estate joint ventures | 4,314 | 14,143 | ||
| Real estate assets, net | 1,519,639 | 1,459,952 | ||
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Cash and cash equivalents | 10,093 | 9,133 | |||
Restricted cash | 8,282 | 6,041 | |||
Deferred financing costs, net | 15,671 | 16,365 | |||
Other assets | 16,432 | 16,837 | |||
Goodwill | 5,051 | 5,400 | |||
Assets held for sale | - | 8,579 | |||
| Total assets | $ 1,575,168 | $ 1,522,307 | ||
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Liabilities and Shareholders' Equity: | |||||
Liabilities: | |||||
| Notes payable | $ 1,140,196 | $ 1,083,473 | ||
| Accounts payable | 2,592 | 767 | ||
| Accrued expenses and other liabilities | 50,828 | 43,381 | ||
| Security deposits | 6,398 | 5,821 | ||
| Liabilities associated with assets held for sale | - | 164 | ||
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| Total liabilities | 1,200,014 | 1,133,606 | |
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Minority interest | 28,660 | 31,376 | |||
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8.625% Series G Cumulative Redeemable Preferred Stock, | |||||
| 400,000 shares authorized, 400,000 shares issued and outstanding | - | 10,000 | ||
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Shareholders' equity: | |||||
| Preferred stock, $.01 par value, 20,000,000 shares authorized, | ||||
| $166,827 or $25 per share liquidation preference: | ||||
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| 9.25% Series F Cumulative Redeemable Preferred Stock, | |||
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| 3,000,000 shares authorized, 474,500 shares issued and outstanding | 5 | 5 | |
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| 8.30% Series H Cumulative Redeemable Preferred Stock, | |||
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| 6,200,000 shares authorized, 6,200,000 shares issued and outstanding | 62 | 62 | |
| Common stock, $.01 par value per share, 50,000,000 shares authorized; | ||||
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| 21,748,081 and 20,856,791 shares issued and outstanding at | |||
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| September 30, 2005 and December 31, 2004, respectively | 217 | 209 | |
| Additional paid-in capital | 662,868 | 634,520 | ||
| Other | (3,491) | (3,252) | ||
| Accumulated distributions in excess of net income | (314,459) | (269,482) | ||
| Accumulated other comprehensive income (loss) | 1,292 | (14,737) | ||
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| Total shareholders' equity | 346,494 | 347,325 | |
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| Total liabilities and shareholders' equity | $ 1,575,168 | $ 1,522,307 | |
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See accompanying notes to consolidated financial statements. | |||||
Mid-America Apartment Communities, Inc. | ||||||||||
Consolidated Statements of Operations | ||||||||||
Three and nine months ended September 30, 2005 and 2004 | ||||||||||
(Dollars in thousands, except per share data) | ||||||||||
(Unaudited) | ||||||||||
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| Three months ended |
| Nine months ended | ||||
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| September 30, |
| September 30, | ||||
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| 2005 |
| 2004 |
| 2005 |
| 2004 |
Operating revenues: |
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| Rental revenues |
| $ 72,703 |
| $ 64,862 |
| $ 211,190 |
| $ 191,133 | |
| Other property revenues |
| 2,401 |
| 2,516 |
| 7,996 |
| 7,518 | |
| Total property revenues |
| 75,104 |
| 67,378 |
| 219,186 |
| 198,651 | |
| Management fee income |
| 51 |
| 149 |
| 272 |
| 443 | |
| Total operating revenues |
| 75,155 |
| 67,527 |
| 219,458 |
| 199,094 | |
Property operating expenses: |
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| Personnel |
| 9,322 |
| 8,341 |
| 26,394 |
| 23,750 | |
| Building repairs and maintenance | 3,236 |
| 2,897 |
| 8,204 |
| 7,324 | ||
| Real estate taxes and insurance | 9,428 |
| 8,613 |
| 28,459 |
| 26,418 | ||
| Utilities |
| 4,465 |
| 4,013 |
| 12,236 |
| 10,884 | |
| Landscaping |
| 2,073 |
| 1,836 |
| 5,995 |
| 5,395 | |
| Other operating |
| 3,781 |
| 3,719 |
| 10,656 |
| 9,886 | |
| Depreciation |
| 19,176 |
| 17,181 |
| 55,629 |
| 51,061 | |
| Total property operating expenses | 51,481 |
| 46,600 |
| 147,573 |
| 134,718 | ||
Property management expenses |
| 2,749 |
| 2,401 |
| 8,449 |
| 7,968 | ||
General and administrative expenses |
| 2,329 |
| 1,953 |
| 7,148 |
| 6,839 | ||
Income from continuing operations before non-operating items | 18,596 |
| 16,573 |
| 56,288 |
| 49,569 | |||
Interest and other non-property income |
| 70 |
| 155 |
| 357 |
| 434 | ||
Interest expense |
| (15,332) |
| (12,868) |
| (43,537) |
| (37,239) | ||
Gain (loss) on debt extinguishment |
| 12 |
| 38 |
| (82) |
| (179) | ||
Amortization of deferred financing costs |
| (462) |
| (436) |
| (1,411) |
| (1,301) | ||
Minority interest in operating partnership income | (91) |
| (464) |
| (1,129) |
| (1,418) | |||
Income (loss) from investments in unconsolidated entities | (52) |
| (61) |
| 73 |
| (135) | |||
Incentive fee from unconsolidated entity | - |
| - |
| 1,723 |
| - | |||
Net gain on insurance and other settlement proceeds | 874 |
| 248 |
| 865 |
| 3,104 | |||
Gain on sale of non-depreciable assets |
| - |
| - |
| 334 |
| - | ||
Gain on disposition within unconsolidated entities | - |
| - |
| 3,034 |
| - | |||
Income from continuing operations |
| 3,615 |
| 3,185 |
| 16,515 |
| 12,835 | ||
Discontinued operations: |
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| Loss from discontinued operations before |
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| asset impairment, settlement proceeds and gain on sale | - |
| (54) |
| (113) |
| (183) | |
| Asset impairment on discontinued operations | - |
| - |
| (243) |
| - | ||
| Net gain (loss) on insurance and other settlement proceeds on | |||||||||
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| discontinued operations |
| - |
| - |
| (25) |
| 526 |
Net income |
| 3,615 |
| 3,131 |
| 16,134 |
| 13,178 | ||
Preferred dividend distribution |
| 3,490 |
| 3,707 |
| 10,838 |
| 11,119 | ||
Net income (loss) available for common shareholders | $ 125 |
| $ (576) |
| $ 5,296 |
| $ 2,059 | |||
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Weighted average shares outstanding (in thousands): |
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| Basic |
| 21,548 |
| 20,338 |
| 21,278 |
| 20,218 | |
| Effect of dilutive stock options |
| 296 |
| - |
| 284 |
| 327 | |
| Diluted |
| 21,844 |
| 20,338 |
| 21,562 |
| 20,545 | |
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Net income (loss) available for common shareholders | $ 125 |
| $ (576) |
| $ 5,296 |
| $ 2,059 | |||
Discontinued property operations |
| - |
| 54 |
| 381 |
| (343) | ||
Income (loss) from continuing operations available for common shareholders | $ 125 |
| $ (522) |
| $ 5,677 |
| $ 1,716 | |||
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Earnings per share - basic: |
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| Income (loss) from continuing operations |
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| available for common shareholders | $ 0.01 |
| $ (0.03) |
| $ 0.27 |
| $ 0.08 | ||
| Discontinued property operations | - |
| - |
| (0.02) |
| 0.02 | ||
| Net income (loss) available for common shareholders | $ 0.01 |
| $ (0.03) |
| $ 0.25 |
| $ 0.10 | ||
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Earnings per share - diluted: |
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| Income (loss) from continuing operations |
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| available for common shareholders | $ 0.01 |
| $ (0.03) |
| $ 0.26 |
| $ 0.08 | ||
| Discontinued property operations | - |
| - |
| (0.01) |
| 0.02 | ||
| Net income (loss) available for common shareholders | $ 0.01 |
| $ (0.03) |
| $ 0.25 |
| $ 0.10 | ||
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See accompanying notes to consolidated financial statements. |
MID-AMERICA APARTMENT COMMUNITIES, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
Nine Months Ended September 30, 2005 and 2004 | ||||||||
(Dollars in thousands) | ||||||||
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| 2005 |
| 2004 | |
Cash flows from operating activities: | ||||||||
| Net income |
| $ 16,134 |
| $ 13,178 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
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| Loss from discontinued operations before asset impairment, settlement | ||||||
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| proceeds and gain on sale | 113 |
| 183 | ||
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| Depreciation and amortization of deferred financing costs | 57,040 |
| 52,362 | |||
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| Amortization of unearned stock compensation | 574 |
| 412 | |||
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| Amortization of debt premium | (1,397) |
| (1,298) | |||
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| (Income) loss from investments in unconsolidated entities | (73) |
| 135 | |||
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| Operating distributions from unconsolidated entities | 443 |
| 958 | |||
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| Minority interest in operating partnership income | 1,129 |
| 1,418 | |||
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| (Gain) loss on debt extinguishment | 82 |
| 179 | |||
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| Gain on sale of non-depreciable assets | (334) |
| - | |||
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| Gain on disposition within unconsolidated entities | (3,034) |
| - | |||
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| Incentive fee from unconsolidated entity | (1,723) |
| - | |||
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| Net loss on insurance and other settlement proceeds on discontinued | ||||||
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| operations |
| 25 |
| (526) | |
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| Asset impairment on discontinued operations | 243 |
| - | |||
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| Net gain on insurance and other settlement proceeds | (865) |
| (3,104) | |||
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| Changes in assets and liabilities: | ||||||
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| Restricted cash | (2,241) |
| 4,237 | ||
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| Other assets | (26) |
| (2,489) | ||
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| Accounts payable | 1,825 |
| 695 | ||
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| Accrued expenses and other | 9,013 |
| 5,885 | ||
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| Security deposits | 577 |
| 291 | ||
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| Net cash provided by operating activities | 77,505 |
| 72,516 | |||
Cash flows from investing activities: | ||||||||
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| Purchases of real estate and other assets | (103,592) |
| (75,735) | |||
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| Improvements to existing real estate assets | (19,232) |
| (22,833) | |||
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| Distributions from real estate joint ventures | 14,352 |
| - | |||
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| Contributions to real estate joint ventures | - |
| (5,222) | |||
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| Proceeds from disposition of real estate assets | 9,790 |
| 4,573 | |||
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| Net cash used in investing activities | (98,682) |
| (99,217) | |||
Cash flows from financing activities: | ||||||||
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| Net change in credit lines | 28,348 |
| 161,584 | |||
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| Proceeds from notes payable | 19,486 |
| 36,380 | |||
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| Principal payments on notes payable | (1,991) |
| (132,601) | |||
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| Payment of deferred financing costs | (789) |
| (3,629) | |||
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| Proceeds from issuances of common shares and units | 29,833 |
| 15,213 | |||
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| Distributions to unitholders | (4,579) |
| (4,671) | |||
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| Dividends paid on common shares | (37,333) |
| (35,202) | |||
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| Dividends paid on preferred shares | (10,838) |
| (11,119) | |||
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| Net cash provided by financing activities | 22,137 |
| 25,955 | |||
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| Net increase (decrease) in cash and cash equivalents | 960 |
| (746) | |||
Cash and cash equivalents, beginning of period | 9,133 |
| 10,152 | |||||
Cash and cash equivalents, end of period | $ 10,093 |
| $ 9,406 | |||||
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Supplemental disclosure of cash flow information: | ||||||||
| Interest paid |
| $ 45,333 |
| $ 38,226 | |||
Supplemental disclosure of noncash investing and financing activities: |
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| Conversion of units to common shares | $ 229 |
| $ 256 | ||||
| Issuance of restricted common shares | $ 813 |
| $ 163 | ||||
| Marked-to-market adjustment on derivative instruments | $ 16,029 |
| $ 5,652 | ||||
| Fair value adjustment on debt assumed | $ 2,277 |
| $ 1,205 | ||||
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See accompanying notes to consolidated financial statements. | ||||||||
MID-AMERICA APARTMENT COMMUNITIES, INC. | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
Three Months Ended March 31, 2006 and 2005 | |||||||
(Dollars in thousands) | |||||||
2006 | 2005 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 5,126 | $ | 4,326 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Loss from discontinued operations before asset impairment, settlement | |||||||
proceeds and gain on sale | - | 135 | |||||
Depreciation and amortization of deferred financing costs | 19,415 | 18,509 | |||||
Stock compensation expense | 245 | 133 | |||||
Amortization of debt premium | (465 | ) | (467 | ) | |||
(Gain) loss from investments in unconsolidated entities | 84 | (318 | ) | ||||
Minority interest in operating partnership income | 413 | 260 | |||||
(Gain) loss on debt extinguishment | 550 | 4 | |||||
Net loss on insurance and other settlement proceeds on discontinued | |||||||
operations | - | 25 | |||||
Asset impairment on discontinued operations | - | 94 | |||||
Net gain on insurance and other settlement proceeds | - | (7 | ) | ||||
Changes in assets and liabilities: | |||||||
Restricted cash | 873 | (517 | ) | ||||
Other assets | (20 | ) | 419 | ||||
Accounts payable | (615 | ) | 1,683 | ||||
Accrued expenses and other | (4,513 | ) | (4,725 | ) | |||
Security deposits | 442 | 260 | |||||
Net cash provided by operating activities | 21,535 | 19,814 | |||||
Cash flows from investing activities: | |||||||
Purchases of real estate and other assets | (56,265 | ) | (47,314 | ) | |||
Improvements to existing real estate assets | (4,887 | ) | (4,099 | ) | |||
Distributions from real estate joint venture | 77 | 218 | |||||
Proceeds from disposition of real estate assets | 801 | 24 | |||||
Net cash used in investing activities | (60,274 | ) | (51,171 | ) | |||
Cash flows from financing activities: | |||||||
Net change in credit lines | 41,915 | 12,127 | |||||
Proceeds from notes payable | 13,235 | 19,486 | |||||
Principal payments on notes payable | (13,685 | ) | (625 | ) | |||
Payment of deferred financing costs | (974 | ) | (362 | ) | |||
Proceeds from issuances of common shares and units | 13,384 | 15,079 | |||||
Distributions to unitholders | (2,991 | ) | (1,534 | ) | |||
Dividends paid on common shares | (11,646 | ) | (12,225 | ) | |||
Dividends paid on preferred shares | (3,490 | ) | (3,713 | ) | |||
Net cash provided by financing activities | 35,748 | 28,233 | |||||
Net decrease in cash and cash equivalents | (2,991 | ) | (3,124 | ) | |||
Cash and cash equivalents, beginning of period | 14,064 | 9,133 | |||||
Cash and cash equivalents, end of period | $ | 11,073 | $ | 6,009 |
Supplemental disclosure of cash flow information: | |||||||
Interest paid | $ | 17,052 | $ | 14,128 | |||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Conversion of units to common shares | $ | 52 | $ | 20 | |||
Issuance of restricted common shares | $ | 23 | $ | 404 | |||
Interest capitalized | |||||||
Marked-to-market adjustment on derivative instruments | $ | 10,417 | $ | 11,301 | |||
Fair value adjustment on debt assumed | $ | - | $ | 2,277 | |||
See accompanying notes to condensed consolidated financial statements. |
|
|
2005.
A reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the three and nine months ended September 30, 2005 and 2004 is presented on the accompanying consolidated statements of operations.
STOCK BASED COMPENSATION
Upon shareholder approval at the May 24, 2004 Annual Meeting of Shareholders, the Company adopted the 2004 Stock Plan to provide incentives to attract and retain independent directors, executive officers and key employees. This plan replaced the 1994 Restricted Stock and Stock Option Plan under whichreclassifications had no further awards may be granted as of January 31, 2004.
The Company has adopted SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), which requires either the (i) fair value of employee stock-based compensation plans be recorded as a component of compensation expense in the statement of operations as of the date of grant of awards related to such plans, or (ii) impact of such fair value on net income and earnings per share be disclosed on a pro forma basis in a note to financial statements for awards granted after December 15, 1994, if the accounting for such awards continues to be in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). The Company will continue such accounting for employee stock options under the provisions of APB 25.
The following table reflects the effect on net income if the fair value method of accounting allowed under SFAS No. 123 had been used by the Company along with the applicable assumptions utilized in the Black-Scholes option pricing model calculationavailable for those periods in which grants were issued (dollars and shares in thousands, except per share data):
|
|
| Three Months Ended |
| Nine Months Ended | ||||
|
|
| September 30, |
| September 30, | ||||
|
|
| 2005 |
| 2004 |
| 2005 |
| 2004 |
Net income |
| $ 3,615 |
| $ 3,131 |
| $ 16,134 |
| $ 13,178 | |
Preferred dividend distribution |
| 3,490 |
| 3,707 |
| 10,838 |
| 11,119 |
Net income (loss) available for |
|
|
|
|
|
| |||
| common shareholders |
| 125 |
| (576) |
| 5,296 |
| 2,059 |
Add: Stock-based employee |
|
|
|
|
|
| |||
| compensation expense included |
|
|
|
|
|
|
|
|
| in reported net income |
| - |
| - |
| - |
| - |
Less: Stock-based employee |
|
|
|
|
|
| |||
| compensation expense from |
|
|
|
|
|
|
|
|
| employee stock purchase plan discount |
| - |
| - |
| 14 |
| 13 |
Less: Stock-based employee |
|
|
|
|
|
| |||
| compensation expense determined |
|
|
|
|
|
|
|
|
| under fair value method of accounting |
| 26 |
| 34 |
| 82 |
| 111 |
Pro forma net income (loss) available for |
|
| |||||||
| common shareholders |
| $ 99 |
| $ (610) |
| $ 5,200 |
| $ 1,935 |
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding - Basic | 21,548 |
| 20,338 |
| 21,278 |
| 20,218 | ||
Average common shares outstanding - Diluted | 21,844 |
| 20,338 |
| 21,562 |
| 20,545 | ||
|
|
|
|
|
|
|
|
|
|
Net income available per common share: |
|
|
|
| |||||
| Basic as reported |
| $ 0.01 |
| $ (0.03) |
| $ 0.25 |
| $ 0.10 |
| Basic pro forma |
| $ 0.00 |
| $ (0.03) |
| $ 0.24 |
| $ 0.10 |
| Diluted as reported |
| $ 0.01 |
| $ (0.03) |
| $ 0.25 |
| $ 0.10 |
| Diluted pro forma |
| $ 0.00 |
| $ (0.03) |
| $ 0.24 |
| $ 0.09 |
|
|
|
|
|
|
|
|
|
|
Assumptions:(1) |
|
|
|
|
|
|
|
| |
| Risk free interest rate |
| N/A |
| N/A |
| N/A |
| N/A |
| Expected life - Years |
| N/A |
| N/A |
| N/A |
| N/A |
| Expected volatility |
| N/A |
| N/A |
| N/A |
| N/A |
| Expected dividends |
| N/A |
| N/A |
| N/A |
| N/A |
|
|
|
|
|
|
|
|
|
|
(1) No grants were issued in the periods shown. |
|
|
|
|
|
|
|
|
common shareholders.
In March 2005, the SEC issued SAB 107 to provide public companies additional guidance in applying the provisions of Statement 123(R). Among other things, SAB 107 describes the SEC staff's expectations in determining the assumptions that underlie the fair value estimates and discusses the interactionrequirements of Statement 123(R) with certain existing SEC guidance.for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date. The guidance is also beneficial to userseffect of financial statementsadopting Statement 123(R) for the 3 months ending March 31, 2006 was an increase of approximately $186,900 in analyzing the information provided under statement 123(R). SAB 107 will be applied upon thenet income from continuing operations and in net income, and an increase of $0.01 in both basic and diluted earnings per share. The adoption of Statement 123(R).
RECLASSIFICATION
Certain had no impact on cash flow from operations or cash flow from financing activities.
|
|
In July 2005,if Statement 123(R) had been used by the Company purchasedalong with the Waterford Forest apartments, a 384-unit community locatedapplicable assumptions utilized in the Research Triangle area of North CarolinaBlack-Scholes option pricing model calculation for those periods in which option grants were issued (dollars and the Boulder Ridge apartments,shares in thousands, except per share data):
Three Months Ended | ||||||||||
March 31, 2005 | ||||||||||
Net income | $ | 4,326 | ||||||||
Preferred dividend distribution | 3,713 | |||||||||
Net income available for | ||||||||||
common shareholders | 613 | |||||||||
Add: Stock-based employee | ||||||||||
compensation expense included | ||||||||||
in reported net income | - | |||||||||
Less: Stock-based employee | ||||||||||
compensation expense from | ||||||||||
employee stock purchase plan discount | 7 | |||||||||
Less: Stock-based employee | ||||||||||
compensation expense determined | ||||||||||
under fair value method of accounting | 30 | |||||||||
Pro forma net income available for | ||||||||||
common shareholders | $ | 576 | ||||||||
Average common shares outstanding - Basic | 20,928 | |||||||||
Average common shares outstanding - Diluted | 21,212 | |||||||||
Net income available per common share: | ||||||||||
Basic as reported | $ | 0.03 | ||||||||
Basic pro forma | $ | 0.03 | ||||||||
Diluted as reported | $ | 0.03 | ||||||||
Diluted pro forma | $ | 0.03 | ||||||||
Assumptions:(1) | ||||||||||
Risk free interest rate | N/A | |||||||||
Expected life - Years | N/A | |||||||||
Expected volatility | N/A | |||||||||
Expected dividends | N/A | |||||||||
(1)No grants were issued in the periods shown. |
means for employees to real estate assets representing the fair valuepurchase common stock of the in-place leases relatedCompany. The Board of Directors has authorized the issuance of 150,000 shares for the plan. The ESPP is administered by the Compensation Committee of the Board of Directors who may annually grant options to Waterford Forest and Boulder Ridge, respectively.
|
|
At September 30, 2005, 21,748,081 common shares and 2,615,419 operating partnership units were outstanding, a totalemployees to purchase annually up to an aggregate of 24,363,500 shares and units. Additionally, the Company had outstanding options for 404,91815,000 shares of common stock at Septembera price equal to 85% of the market price of the common stock. Shares are purchased semi-annually on June 30 2005,and December 31; therefore, no shares were purchased during the three months ended March 31, 2006 or 2005. Because it is not possible to reasonably estimate fair value at the grant date, the Company estimates the compensation costs based on intrinsic values updated until the date of the settlement. Compensation cost recognized for the three months ending March 31, 2006 was approximately $8,600.
Three months ended March 31, | ||||
2006 | 2005 | |||
Volatility | N/A | N/A | ||
Expected life | N/A | N/A | ||
Risk-free rate | N/A | N/A | ||
Dividend yield | N/A | N/A |
Weighted- | |||||||||||||
Weighted- | Average | ||||||||||||
Average | Remaining | Aggregate | |||||||||||
Exercise | Contractual | Intrinsic | |||||||||||
Options | Shares | Price | Life | Value | |||||||||
Outstanding at January 1, 2006 | 398,052 | $ | 24.83 | ||||||||||
Granted | - | - | |||||||||||
Exercised | (123,360 | ) | 24.09 | ||||||||||
Forfeited or expired | (7,350 | ) | 26.03 | ||||||||||
Outstanding at March 31, 2006 | 267,342 | $ | 25.14 | 3.8 | $ | 7,916,799 | |||||||
Exercisable at March 31, 2006 | 193,662 | $ | 24.99 | 3.0 | $ | 5,763,132 |
|
|
At September 30, 2005, the Company owned or had an ownership interest in 132 multifamily apartment communities, including the apartment community owned$22.1875. The grant date fair value was determined by the Company’s joint venture, in 12 different states from which it derives all significant sources of earnings and operating cash flows. The Company’s operational structure is organized on a decentralized basis, with individual property managers having overall responsibility and authority regarding the operations of their respective properties. Property managers are given the on-site responsibility and discretion to react to such trends in the best interest of the Company. The Company’s chief operating decision maker evaluates the performance of each individual property based on its contribution to net operating income in order to ensure that the individual property continues to meet the Company’s return criteria and long-term investment goals. The Company defines each of its multifamily communities as an individual operating segment. It has also determined that all of its communities have similar economic characteristics and also meet the other criteria which permit the communities to be aggregated into one reportable segment, which is acquisition and operation of the multifamily communities owned.
The revenues, profits and assets for the aggregated communities are summarized as follows (dollars in thousands):
| Three months |
| Nine months | ||||
| ended September 30, |
| ended September 30, | ||||
| 2005 |
| 2004 |
| 2005 |
| 2004 |
|
|
|
|
|
|
|
|
Multifamily rental revenues | $ 73,949 |
| $ 68,471 |
| $ 218,779 |
| $ 202,057 |
Other multifamily revenues | 2,424 |
| 2,617 |
| 8,213 |
| 7,863 |
Segment revenues | 76,373 |
| 71,088 |
| 226,992 |
| 209,920 |
|
|
|
|
|
|
|
|
Reconciling items to consolidated revenues: |
|
|
|
|
|
|
|
Joint ventures' revenues including discontinued operations | (1,269) |
| (2,942) |
| (7,235) |
| (8,847) |
Discontinued operations revenues | - |
| (768) |
| (571) |
| (2,422) |
Management fee income | 51 |
| 149 |
| 272 |
| 443 |
Total revenues | $ 75,155 |
| $ 67,527 |
| $ 219,458 |
| $ 199,094 |
|
|
|
|
|
|
|
|
Multifamily net operating income | $ 43,509 |
| $ 39,829 |
| $ 131,335 |
| $ 121,049 |
Reconciling items to net income |
|
|
|
|
|
|
|
Joint ventures net operating income | (659) |
| (1,437) |
| (3,934) |
| (4,527) |
Discontinued operations net operating (income) loss | - |
| (284) |
| 113 |
| (1,085) |
Depreciation | (19,176) |
| (17,181) |
| (55,629) |
| (51,061) |
Property management expenses | (2,749) |
| (2,401) |
| (8,449) |
| (7,968) |
General and administrative expenses | (2,329) |
| (1,953) |
| (7,148) |
| (6,839) |
Interest and other non-property income | 70 |
| 155 |
| 357 |
| 434 |
Interest expense | (15,332) |
| (12,868) |
| (43,537) |
| (37,239) |
Gain (loss) on debt extinguishment | 12 |
| 38 |
| (82) |
| (179) |
Amortization of deferred financing costs | (462) |
| (436) |
| (1,411) |
| (1,301) |
Minority interest in operating partnership income | (91) |
| (464) |
| (1,129) |
| (1,418) |
Income (loss) from investments in unconsolidated entities | (52) |
| (61) |
| 73 |
| (135) |
Incentive fee from unconsolidated entity | - |
| - |
| 1,723 |
| - |
Net gain on insurance and other settlement proceeds | 874 |
| 248 |
| 865 |
| 3,104 |
Gain on sale of non-depreciable assets | - |
| - |
| 334 |
| - |
Gain on disposition within unconsolidated entities | - |
| - |
| 3,034 |
| - |
Loss from discontinued operations before asset |
|
|
|
|
|
|
|
impairment, settlement proceeds and gain on sale | - |
| (54) |
| (113) |
| (183) |
Asset impairment on discontinued operations | - |
| - |
| (243) |
| - |
Net gain (loss) on insurance and settlement proceeds on |
|
|
|
|
|
|
|
discontinued operations | - |
| - |
| (25) |
| 526 |
Preferred dividend distribution | (3,490) |
| (3,707) |
| (10,838) |
| (11,119) |
Net income (loss) available for common shareholders | $ 125 |
| $ (576) |
| $ 5,296 |
| $ 2,059 |
| September 30, 2005 |
| December 31, 2004 |
Assets: |
|
|
|
Multifamily real estate assets | $ 2,006,673 |
| $ 1,950,444 |
Accumulated depreciation - multifamily assets | (458,007) |
| (412,847) |
Segment assets | 1,548,666 |
| 1,537,597 |
|
|
|
|
Reconciling items to total assets: |
|
|
|
Joint ventures multifamily real estate assets, net | (41,904) |
| (92,034) |
Land held for future development | 1,366 |
| 1,366 |
Commercial properties, net | 7,197 |
| 7,429 |
Investment in and advances to real estate joint ventures | 4,314 |
| 14,143 |
Cash and restricted cash | 18,375 |
| 15,174 |
Other assets | 37,154 |
| 38,602 |
Non-real estate assets held for sale | - |
| 30 |
Total assets | $ 1,575,168 |
| $ 1,522,307 |
|
|
As partclosing trading price of the Company’s disposition strategyshares on the day prior to selectively disposethe date of mature assets thatthe grant. These shares vest 10% each over ten years through 2010. The executive officers have the option to accelerate the vesting in lieu of bonuses. As of March 31, 2006, no longer meetshares have been vested early. Recipients receive dividend payments on the Company’s investment criteriashares of restricted stock prior to vesting.
Weighted | |||||||
Average | |||||||
Grant-Date | |||||||
Nonvested Shares | Shares | Fair Value | |||||
Nonvested at January 1, 2006 | 4,479 | $ | 22.19 | ||||
Granted | - | ||||||
Vested | - | ||||||
Forfeited | - | ||||||
Nonvested at March 31, 2006 | 4,479 | $ | 22.19 |
three months ended March 31, 2006, is presented below:
Weighted | |||||
Average | |||||
Grant-Date | |||||
Nonvested Shares | Shares | Fair Value | |||
Nonvested at January 1, 2006 | 86,477 | $25.65 | |||
Granted | - | ||||
Vested | - | ||||
Forfeited | - | ||||
Nonvested at March 31, 2006 | 86,477 | $25.65 |
Weighted | |||||
Average | |||||
Grant-Date | |||||
Nonvested Shares | Shares | Fair Value | |||
Nonvested at January 1, 2006 | 8,852 | $38.50 | |||
Granted | - | ||||
Vested | (4,426) | $38.50 | |||
Forfeited | - | ||||
Nonvested at March 31, 2006 | 4,426 | $38.50 |
Weighted | ||||
Average | ||||
Grant-Date | ||||
Nonvested Shares | Shares | Fair Value | ||
Nonvested at January 1, 2006 | 8,596 | $40.71 | ||
Granted | 73 | $56.60 | ||
Vested | - | |||
Forfeited | (1,228) | $40.71 | ||
Nonvested at March 31, 2006 | 7,441 | $40.87 |
Three months ended March 31, | ||||
2006 | 2005 | |||
Volatility | 17.10% | N/A | ||
Expected life in years | 3 | N/A | ||
Risk-free rate | 3.77% | N/A | ||
Dividend yield | 5.20% | N/A |
Weighted | ||||
Average | ||||
Grant-Date | ||||
Nonvested Shares | Shares | Fair Value | ||
Nonvested at January 1, 2006 | 36,691 | $45.42 | ||
Granted | - | |||
Vested | - | |||
Forfeited | - | |||
Nonvested at March 31, 2006 | 36,691 | $45.42 |
Three months ended March 31, | ||||
2006 | 2005 | |||
Volatility | 6.38% | N/A | ||
Expected life in years | 3 | N/A | ||
Risk-free rate | 1.99% | N/A | ||
Dividend yield | 9.60% | N/A |
Weighted | ||||
Average | ||||
Grant-Date | ||||
Nonvested Shares | Shares | Fair Value | ||
Nonvested at January 1, 2006 | 75,895 | $34.72 | ||
Granted | - | |||
Vested | - | |||
Forfeited | - | |||
Nonvested at March 31, 2006 | 75,895 | $34.72 |
|
| Three months |
| Nine months | ||||
|
| ended September 30, |
| ended September 30, | ||||
|
| 2005 |
| 2004 |
| 2005 |
| 2004 |
|
|
|
|
|
|
|
|
|
Revenues |
| $ - |
| $ 768 |
| $ 571 |
| $ 2,422 |
Net income (loss) |
| $ - |
| $ (54) |
| $ (381) |
| $ 343 |
No properties were classified as held
Three months | |||||||
ended March 31, | |||||||
2006 | 2005 | ||||||
Net income | $ | 5,126 | $ | 4,326 | |||
Marked-to-market adjustment | |||||||
on derivative instruments | 10,417 | 11,301 | |||||
Total comprehensive income | $ | 15,543 | $ | 15,627 |
|
|
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
| |||||
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|
|
|
|
In 2002, the Company entered into a joint venture with Crow Holdings, Mid-America CH/Realty LP (“CH/Realty”), in which the Company maintained a 33.33% ownership interest and was paid a 4% management fee. CH/Realty acquired three properties over the course of 2002 and early 2003. One property was subsequently sold in the fourth quarter of 2004. The remaining properties, Seasons at Green Oaks and Preston Hills, were sold on May 31, 2005, and June 16, 2005, respectively.
The Company’s share of the gain from the sale of the remaining properties in CH/Realty was approximately $3.0 million and is reported as gain on disposition within unconsolidated entities on the accompanying consolidated financial statements. The sale of the remaining properties resulted in the winding up of CH/Realty and the earnings of the joint venture resulted in a promote fee for the Company of approximately $1.7 million which is reported on the accompanying consolidated financial statements as incentive fee from unconsolidated entity.
At September 30, 2005, the Company was still a participant in a second joint venture with Crow Holdings, Mid-America CH/Realty II LP (“CH/Realty II”), in which the Company also maintains a 33.33% ownership interest and is paid a 4% management fee. CH/Realty II owned one property as of September 30, 2005.
|
|
each balance sheet date.
|
|
Total comprehensive income
|
|
| Three months |
| Nine months | ||||
|
|
| ended September 30, |
| ended September 30, | ||||
|
|
| 2005 |
| 2004 |
| 2005 |
| 2004 |
|
|
|
|
|
|
|
|
|
|
Net income |
| $ 3,615 |
| $ 3,131 |
| $ 16,134 |
| $ 13,178 | |
Marked-to-market adjustment |
|
|
|
| |||||
| on derivative instruments |
| 13,721 |
| (6,638) |
| 16,029 |
| 5,652 |
Total comprehensive income (loss) | $ 17,336 |
| $ (3,507) |
| $ 32,163 |
| $ 18,830 |
|
|
anti-dilutive.
|
|
Three Months Ended | |||||||
March 31, | |||||||
2006 | 2005 | ||||||
Revenues | |||||||
Rental revenues | $ | - | $ | 567 | |||
Other revenues | - | 24 | |||||
Total revenues | - | 591 | |||||
Expenses | |||||||
Property operating expenses | - | 660 | |||||
Interest expense | - | 66 | |||||
Asset impairment | - | 94 | |||||
Total expense | - | 820 | |||||
Loss from discontinued operations before | |||||||
gain on sale and settlement proceeds | - | (229 | ) | ||||
Net loss on insurance and other settlement | |||||||
proceeds | - | (25 | ) | ||||
Loss from discontinued operations | $ | - | $ | (254 | ) |
and disclosures in the condensed consolidated financial statements. On an ongoing basis, the Company evaluates its estimates and assumptions based upon historical experience and various other factors and circumstances. The Company believes that its estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates and assumptions under different future conditions.
assumptions.
average borrowing cost.
Company’s same store portfolio and was driven by a 9.0% increase in utilities for the three months ended March 31, 2006, over the three months ended March 31, 2005, as the Company experienced an increase in electricity, natural gas and water and sewer prices, as well as a 4.3% increase in personnel expense as higher occupancy drove overtime and contract expenses above the levels experienced in the prior year.
communities.
2005 performance results as determined by the Board of Directors.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004
Property revenues for the nine months ended September 30, 2005,foregoing, net income increased by approximately $20,535,000 from the nine months ended September 30, 2004, due to (i) a $11,562,000 increase$800,000 in property revenues from the six properties acquired in 2004 (the “2004 Acquisitions”), (ii) a $5,019,000 increase in property revenues from the 2005 Acquisitions, and (iii) a $3,954,000 increase in property revenues from the communities held throughout both periods.
Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other property related costs. Property operating expenses for the nine months ended September 30, 2005, increased by approximately $8,287,000 from the nine months ended September 30, 2004, due primarily to increases of property operating expenses of (i) $4,843,000 from the 2004 Acquisitions, (ii) $2,066,000 from the 2005 Acquisitions, and (iii) $1,378,000 from the communities held throughout both periods.
Depreciation expense increased by approximately $4,568,000 primarily due to the increases of depreciation expense of (i) $4,577,000 from the 2004 Acquisitions, (ii) $2,389,000 from the 2005 Acquisitions, and (iii) $586,000 from the communities held throughout both periods. These increases were partially offset by a decrease in depreciation expense of $2,984,000 from the expiration of the amortization of fair market value of leases of 13 communities acquired by the Company in 2003.
Property management expenses increased by approximately $481,000 from the first nine months of 2004 to the first nine months of 2005 partially due to increased personnel expense related to property acquisitions. General and administrative expenses increased by approximately $309,000 from the first nine months of 2004 to the first nine months of 2005 partially due to increased costs associated with employee medical insurance due to rising health insurance costs.
Interest expense for the nine months ended September 30, 2005, increased by approximately $6,298,000 from the same period in 2004. This increase was due to the increase in debt balances and average interest rates from the first three quartersmonths of 2004 to2006 over the first three quartersmonths of 2005. Debt outstanding at September 30, 2005 was approximately $1,140,000,000 with an average interest rate of 5.4%. Debt outstanding at September 30, 2004 was approximately $1,017,000,000 at an average interest rate of 5.2%.
|
| Three months |
| Nine months | ||||
|
| ended September 30, |
| ended September 30, | ||||
|
| 2005 |
| 2004 |
| 2005 |
| 2004 |
Net income |
| $ 3,615 |
| $ 3,131 |
| $ 16,134 |
| $ 13,178 |
Depreciation of real estate assets |
| 18,841 |
| 16,830 |
| 54,628 |
| 50,040 |
Net gain on insurance and other settlement proceeds |
| (874) |
| (248) |
| (865) |
| (3,104) |
Gain on dispositions within unconsolidated entities |
| - |
| - |
| (3,034) |
| - |
Net (gain) loss on insurance and other settlement |
|
|
|
|
|
|
|
|
proceeds of discontinued operations |
| - |
| - |
| 25 |
| (526) |
Depreciation of real estate assets of discontinued |
|
|
|
|
|
|
|
|
operations (1) |
| - |
| 230 |
| - |
| 681 |
Depreciation of real estate assets of unconsolidated |
|
|
|
|
|
|
|
|
entities |
| 116 |
| 435 |
| 363 |
| 1,333 |
Preferred dividend distribution |
| (3,490) |
| (3,707) |
| (10,838) |
| (11,119) |
Minority interest in operating partnership income |
| 91 |
| 464 |
| 1,129 |
| 1,418 |
Funds from operations |
| $ 18,299 |
| $ 17,135 |
| $ 57,542 |
| $ 51,901 |
|
|
|
|
|
|
|
|
|
Weighted average shares and units: |
|
|
|
|
|
|
|
|
Basic |
| 24,168 |
| 23,003 |
| 23,907 |
| 22,889 |
Diluted |
| 24,465 |
| 23,350 |
| 24,192 |
| 23,217 |
|
|
|
|
|
|
|
|
|
(1) Amounts represent depreciation taken before communities classified as discontinued operations. |
Three months | |||||||
ended March 31, | |||||||
2006 | 2005 | ||||||
Net income | $ | 5,126 | $ | 4,326 | |||
Depreciation of real estate assets | 18,592 | 17,718 | |||||
Net gain on insurance and other settlement proceeds | - | (7 | ) | ||||
Net loss on insurance and other settlement proceeds | |||||||
of discontinued operations | - | 25 | |||||
Depreciation of real estate assets of unconsolidated | |||||||
entities | 140 | 132 | |||||
Preferred dividend distribution | (3,490 | ) | (3,713 | ) | |||
Minority interest in operating partnership income | 413 | 260 | |||||
Funds from operations | $ | 20,781 | $ | 18,741 | |||
Weighted average shares and units: | |||||||
Basic | 24,653 | 23,561 | |||||
Diluted | 24,885 | 23,845 |
FFO over the same periods increased approximately $1,164,000 and $5,641,000 for the third quarter and first nine monthsdepreciation of the year; respectively, mainly related to improved property operations which were only partially offset by increases in interest expense over both periods.
real estate assets.
In 2005, the
In September, evacuees from Hurricane Katrina leased approximately 220 apartments principally in the Company’s Jackson, Mississippi, Houston and Dallas, Texas, and Memphis, Tennessee area markets. The average lease was for eight months at $756 per month. The Company believes that there is likely to be further leasing activity associated with additional evacuee relocations, and is in the process of evaluating the possible impact on its operations in 2006. Its Texas markets, which have been the weakest of its large-tier markets, have especially benefited from this leasing activity.
2006.
Capital improvements to existing real estate assets during the nine months ended September 30, 2005 and 2004 totaled approximately $19.2 million and $22.8 million, respectively.
2005.
compared to approximately $15.2 million for the same period in 2004 mainly due to an increase in shares issued through the Company’s Direct Stock Purchase Plan.
refinance debt.
More details on the Company’s borrowings can be found in the schedule presented later in this section.
$975 million at March 31, 2006.
Approximately 70% of the Company’s outstanding obligations at September 30, 2005 were borrowed through facilities with/or credit enhanced by FNMA (the “FNMA Facilities”). The FNMA Facilities have a combined line limit of $950 million, $863 million of which was available to borrow at September 30, 2005. Various traunches of the facilities mature from 2010 through 2014. The FNMA Facilities provide for both fixed and variable rate borrowings. The interest rate on the majority of the variable portion renews every 90 days and is based on the FNMA Discount Mortgage Backed Security (“DMBS”) rate on the date of renewal, which has typically approximated three-month LIBOR less an average spread of 0.04% over the life of the FNMA Facilities, plus a credit enhancement fee of 0.62%.
The Company also had secured borrowings with Union Planters Bank at September 30, 2005 totaling $40 million.
March 31, 2006.
|
|
|
|
|
|
|
| Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance/ |
| Average | Average |
| Average | |
|
|
|
| Line |
| Line |
| Notional |
| Interest | Rate |
| Contract | |
|
|
|
| Limit |
| Availability |
| Amount |
| Rate |
| Maturity |
| Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMBINED DEBT |
|
|
|
|
|
|
|
|
|
|
|
| ||
Fixed Rate or Swapped |
|
|
|
|
|
|
|
|
|
| ||||
| Conventional |
|
|
|
|
| $ 772,511,853 |
| 5.7% |
| 08/14/2010 |
| 10/06/2010 | |
| Tax Exempt |
|
|
|
|
| 87,150,000 |
| 4.7% |
| 06/26/2014 |
| 06/26/2014 |
| Preferred Series G |
|
|
| 10,000,000 |
| 8.6% |
| 05/26/2006 |
| 05/26/2006 | |||
|
| Subtotal Fixed Rate or Swapped |
|
|
| 869,661,853 |
| 5.6% |
| 12/15/2010 |
| 01/31/2011 | ||
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
| ||
| Conventional |
|
|
|
|
| 237,104,351 |
| 4.5% |
| 11/30/2005 |
| 07/19/2012 | |
| Tax Exempt |
|
|
|
|
| 10,855,004 |
| 3.5% |
| 10/22/2005 |
| 05/30/2020 | |
| Conventional - Capped |
|
|
| 11,720,000 |
| 4.3% |
| 03/01/2009 |
| 03/01/2009 | |||
| Tax Exempt - Capped |
|
|
| 10,855,000 |
| 3.4% |
| 04/25/2008 |
| 04/25/2008 | |||
|
| Subtotal Variable Rate |
|
|
|
|
| 270,534,355 |
| 4.4% |
| 11/27/2005 |
| 12/18/2012 |
Total Combined Debt Outstanding | $ 1,140,196,208 |
| 5.4% |
| 10/04/2009 |
| 07/13/2011 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNDERLYING DEBT |
|
|
|
|
|
|
|
|
|
| ||||
Individual Property Mortgages/Bonds |
|
|
|
|
|
| ||||||||
| Conventional Fixed Rate |
|
| $ 140,249,853 |
| 5.0% |
| 10/29/2014 |
| 10/29/2014 | ||||
| Tax Exempt Fixed Rate |
|
|
| 34,185,000 |
| 5.7% |
| 12/13/2023 |
| 12/13/2023 | |||
| Tax Exempt Variable Rate |
| 4,760,004 |
| 3.6% |
| 10/31/2005 |
| 06/01/2028 | |||||
Preferred Series G |
|
|
| 10,000,000 |
| 8.6% |
| 05/26/2006 |
| 05/26/2006 | ||||
FNMA Credit Facilities |
|
|
|
|
|
|
|
|
|
| ||||
| Tax Free Borrowings | $ 88,280,000 |
| $ 69,915,000 |
| 69,915,000 |
| 3.4% |
| 10/15/2005 |
| 03/01/2014 | ||
| Conventional Borrowings |
|
|
|
|
|
|
|
|
| ||||
|
| Fixed Rate Borrowings |
| 110,000,000 |
| 110,000,000 |
| 110,000,000 |
| 7.2% |
| 01/10/2009 |
| 01/10/2009 |
|
| Variable Rate Borrowings | 751,720,000 |
| 683,062,000 |
| 613,102,000 |
| 4.3% |
| 12/06/2005 |
| 05/11/2013 | |
Subtotal FNMA Facilities | 950,000,000 |
| 862,977,000 |
| 793,017,000 |
| 4.6% |
| 05/07/2006 |
| 10/29/2012 | |||
Freddie Mac Credit Facility | 100,000,000 |
| 98,504,000 |
| 98,504,000 |
| 4.4% |
| 12/08/2005 |
| 07/01/2011 | |||
AmSouth Credit Facility | 40,000,000 |
| 30,969,176 |
| 19,480,351 |
| 5.8% |
| 10/31/2005 |
| 05/24/2007 | |||
Union Planters Bank |
|
|
| 40,000,000 |
| 4.9% |
| 10/31/2005 |
| 04/01/2009 | ||||
Total Underlying Debt Outstanding | $ 1,140,196,208 |
| 4.7% |
| 11/08/2007 |
| 01/30/2013 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HEDGING INSTRUMENTS |
|
|
|
|
|
|
|
|
|
| ||||
Interest Rate Swaps |
|
|
|
|
|
|
|
|
|
| ||||
| LIBOR indexed |
|
|
|
|
| $ 498,000,000 |
| 5.7% |
| 11/06/2009 |
|
| |
| LIBOR indexed - Forward Interest Rate Swap | 150,000,000 |
| 5.1% |
| 11/10/2012 |
|
| ||||||
| BMA indexed |
|
|
|
|
| 52,965,000 |
| 4.1% |
| 05/17/2008 |
|
| |
Total Interest Rate Swaps |
|
|
| $ 700,965,000 |
| 5.4% |
| 05/19/2010 |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Caps |
|
|
|
|
|
|
|
|
|
| ||||
| LIBOR indexed |
|
|
|
|
| $ 11,720,000 |
| 6.0% |
| 03/01/2009 |
|
| |
| BMA indexed |
|
|
|
|
| 10,855,000 |
| 6.0% |
| 04/25/2008 |
|
| |
Total Interest Rate Caps |
|
|
| $ 22,575,000 |
| 6.0% |
| 10/02/2008 |
|
|
Outstanding | |||||||||||||||||||
Balance/ | Average | Average | Average | ||||||||||||||||
Line | Line | Notional | Interest | Rate | Contract | ||||||||||||||
Limit | Availability | Amount | Rate | Maturity | Maturity | ||||||||||||||
COMBINED DEBT | |||||||||||||||||||
Fixed Rate or Swapped | |||||||||||||||||||
Conventional | $ | 871,440,060 | 5.5 | % | 4/14/2011 | 4/14/2011 | |||||||||||||
Tax Exempt | 73,780,000 | 4.3 | % | 2/8/2012 | 2/8/2012 | ||||||||||||||
Preferred Series G | 10,000,000 | 8.6 | % | 5/26/2006 | 5/26/2006 | ||||||||||||||
Subtotal Fixed Rate or Swapped | 955,220,060 | 5.5 | % | 4/18/2011 | 4/18/2011 | ||||||||||||||
Variable Rate | |||||||||||||||||||
Conventional | 172,945,404 | 5.2 | % | 5/22/2006 | 3/1/2012 | ||||||||||||||
Tax Exempt | 10,855,004 | 4.0 | % | 4/15/2006 | 5/30/2020 | ||||||||||||||
Conventional - Capped | 17,936,000 | 5.4 | % | 11/13/2009 | 11/13/2009 | ||||||||||||||
Tax Exempt - Capped | 24,090,000 | 3.9 | % | 11/25/2009 | 11/25/2009 | ||||||||||||||
Subtotal Variable Rate | 225,826,408 | 5.0 | % | 5/17/2006 | 11/14/2012 | ||||||||||||||
Total Combined Debt Outstanding | $ | 1,181,046,468 | 5.4 | % | 5/9/2010 | 8/6/2011 | |||||||||||||
UNDERLYING DEBT | |||||||||||||||||||
Individual Property Mortgages/Bonds | |||||||||||||||||||
Conventional Fixed Rate | $ | 138,440,060 | 5.0 | % | 11/16/2014 | 11/16/2014 | |||||||||||||
Tax Exempt Fixed Rate | 12,450,000 | 5.2 | % | 12/1/2028 | 12/1/2028 | ||||||||||||||
Tax Exempt Variable Rate | 4,760,004 | 4.2 | % | 4/15/2006 | 6/1/2028 | ||||||||||||||
Preferred Series G | 10,000,000 | 8.6 | % | 5/26/2006 | 5/26/2006 | ||||||||||||||
FNMA Credit Facilities | |||||||||||||||||||
Tax Free Borrowings | $ | 91,515,000 | $ | 91,515,000 | 91,515,000 | 3.9 | % | 4/15/2006 | 3/1/2014 | ||||||||||
Conventional Borrowings | |||||||||||||||||||
Fixed Rate Borrowings | 110,000,000 | 110,000,000 | 110,000,000 | 7.2 | % | 1/10/2009 | 1/10/2009 | ||||||||||||
Variable Rate Borrowings | 748,485,000 | 723,380,000 | 654,318,000 | 5.4 | % | 5/29/2006 | 5/16/2013 | ||||||||||||
Subtotal FNMA Facilities | 950,000,000 | 924,895,000 | 855,833,000 | 5.4 | % | 9/24/2006 | 11/23/2012 | ||||||||||||
Freddie Mac Credit Facility | 100,000,000 | 96,404,000 | 96,404,000 | 5.4 | % | 5/28/2006 | 7/1/2011 | ||||||||||||
AmSouth Credit Facility | 40,000,000 | 30,203,438 | 23,159,404 | 6.0 | % | 4/30/2006 | 5/24/2007 | ||||||||||||
Union Planters Bank | 40,000,000 | 5.8 | % | 4/30/2006 | 4/1/2009 | ||||||||||||||
Total Underlying Debt Outstanding | $ | 1,181,046,468 | 5.4 | % | 11/13/2007 | 12/16/2012 |
HEDGING INSTRUMENTS | ||||||||||
Interest Rate Swaps | ||||||||||
LIBOR indexed | $ | 623,000,000 | 5.3 | % | 9/24/2010 | |||||
BMA indexed | 61,330,000 | 4.1 | % | 9/10/2008 | ||||||
Total Interest Rate Swaps | $ | 684,330,000 | 5.2 | % | 7/19/2010 | |||||
Interest Rate Caps | ||||||||||
LIBOR indexed | $ | 17,936,000 | 6.2 | % | 11/13/2009 | |||||
BMA indexed | 24,090,000 | 6.0 | % | 11/25/2009 | ||||||
Total Interest Rate Caps | $ | 42,026,000 | 6.1 | % | 11/19/2009 |
|
|
|
| Payments Due by Period | ||||||||||||
Contractual Obligations | 4Q 2005 |
| 2006 |
| 2007 |
| 2008 |
| 2009 |
| Thereafter |
| Total | |||
Long-Term Debt (1) |
| $ 1,201 |
| $ 39,258 |
| $ 24,407 |
| $ 110,875 |
| $ 107,261 |
| $ 857,194 |
| $ 1,140,196 | ||
Capital Lease |
| - |
| - |
| - |
| - |
| - |
| - |
| - | ||
Operating Lease |
| - |
| - |
| - |
| - |
| - |
| - |
| - | ||
Purchase Obligations |
| - |
| - |
| - |
| - |
| - |
| - |
| - | ||
Other Long-Term Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Reflected on the Registrant's |
|
|
|
|
|
|
|
|
|
|
|
| |||
| Balance Sheet under GAAP | - |
| - |
| - |
| - |
| - |
| - |
| - | ||
|
| Total |
| $ 1,201 |
| $ 39,258 |
| $ 24,407 |
| $ 110,875 |
| $ 107,261 |
| $ 857,194 |
| $ 1,140,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents principal payments. |
|
|
|
|
|
|
|
|
|
|
Payments Due by Period | ||||||||||||||||||||||
Contractual Obligations | 2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | Total | |||||||||||||||
Long-Term Debt (1) | $ | 37,429 | $ | 27,142 | $ | 109,900 | $ | 106,201 | $ | 121,268 | $ | 779,106 | $ | 1,181,046 | ||||||||
Operating Lease | 3 | 4 | 4 | - | - | - | 11 | |||||||||||||||
Total | $ | 37,432 | $ | 27,146 | $ | 109,904 | $ | 106,201 | $ | 121,268 | $ | 779,106 | $ | 1,181,057 | ||||||||
(1) Represents principal payments. |
10-K.
adoptadopted Statement 123(R) effective January 1, 2006, and doesutilizing the modified prospective transition method. The adoption of Statement 123(R) did not believe it will have a material impact on the Company’s consolidated financial condition or results of operations taken as a whole.
Management’s Discussion
uncertainties inherent in the forward-looking statements included herein, the inclusion of such
|
|
|
|
Operations under the “Liquidity and Capital Resources” section, which is incorporated by reference herein.
As of the end of the period covered by this report, an evaluation was carried out under the supervision and
Investors should also be aware that while
· | 85% of ordinary income for that year; |
· | 95% of capital gain net income for that year; and |
· | 100% of undistributed taxable income from prior years. |
the stock of REITs, including the Company’s stock.
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| |
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| The following exhibits are filed as part of this report. |
|
| |
| Amended and Restated Charter of Mid-America Apartment Communities, Inc. dated as of January 10, 1994, as filed with the Tennessee Secretary of State on January 25, 1994 (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference). | |
3.2 | ||
| Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of January 28, 1994, as filed with the Tennessee Secretary of State on January 28, 1994 (Filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference). | |
3.3 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Preferred Stock dated as of October 9, 1996, as filed with the Tennessee Secretary of State on October 10, 1996 (Filed as Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 11, 1996 and incorporated herein by reference). | |
3.4 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter dated November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 (Filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference). | |
3.5 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 (Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on November 19, 1997 and incorporated herein by reference). | |
3.6 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of June | |
3.7 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of A Series of Shares of Preferred Stock dated as of December 24, 1998, as filed with the Tennessee Secretary of State on December 30, 1998 (Filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). |
3.8 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of October 11, 2002, as filed with the Tennessee Secretary of State on October 14, 2002 (Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on October 11, 2002 and incorporated herein by reference). | |
3.9 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of October 28, 2002, as filed with the Tennessee Secretary of State on October 28, 2002 (Filed as Exhibit 3.9 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
3.10 | ||
| Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of August 7, 2003, as filed with the Tennessee Secretary of State on August 7, 2003 (Filed as Exhibit 3.10 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
3.11 | ||
| Bylaws of Mid-America Apartment Communities, Inc. (Filed as an Exhibit to the Registrant’s Registration Statement on Form S-11 (File Number 33-69434) and incorporated herein by reference). | |
3.12 | First Amendment to the Bylaws of Mid-America Apartment Communities, Inc. dated May 2, 2006 | |
| Form of Common Share Certificate (Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference). | |
4.2 | ||
| Form of 9.5% Series A Cumulative Preferred Stock Certificate (Filed as Exhibit 2 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 11, 1996 and incorporated herein by reference). | |
4.3 | ||
| Form of 8 7/8% Series B Cumulative Preferred Stock Certificate (Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on November 19, 1997 and incorporated herein by reference). | |
4.4 | ||
| Form of 9 3/8% Series C Cumulative Preferred Stock Certificate (Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on June 26, 1998 and incorporated herein by reference). | |
4.5 | ||
| Form of 9.5% Series E Cumulative Preferred Stock Certificate (Filed as Exhibit 4.5 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
4.6 | ||
| Form of 9 ¼% Series F Cumulative Preferred Stock Certificate (Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on October 11, 2002 and incorporated herein by reference). | |
4.7 | ||
| Form of 8.30% Series G Cumulative Preferred Stock Certificate (Filed as Exhibit 4.7 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
4.8 | ||
| Form of 8.30% Series H Cumulative Preferred Stock Certificate (Filed as Exhibit 4.8 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
10.1 | ||
|
| |
| Second Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P., a Tennessee limited partnership (Filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference). | |
10.2 † | ||
| Employment Agreement between the Registrant and H. Eric Bolton, Jr. (Filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and incorporated herein by reference). |
10.3 † | ||
| Employment Agreement between the Registrant and Simon R.C. Wadsworth (Filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and incorporated herein by reference). | |
10.4 † | ||
| Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan (Filed as Exhibit A to the Registrant’s Proxy Statement filed on April 24, 2002 and incorporated herein by reference). | |
10.5 | ||
|
| |
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| |
|
| |
|
| |
| AmSouth Revolving Credit Agreement (Amended and Restated) dated July 17, 2003 (Filed as Exhibit 10.10 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
10.6 | ||
| First Amendment to Amended and Restated Revolving Credit Agreement (AmSouth) dated May 19, 2004 (Filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.7 | Second Amendment to Amended and Restated Revolving Credit Agreement (AmSouth) dated May 23, 2005 (Filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
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| Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated March 30, 2004 (Filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.9 | ||
| First Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated March 31, 2004 (Filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.10 | ||
| Second Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated April 30, 2004 (Filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.11 | ||
| Third Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated August 3, 2004 (Filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.12 | ||
| Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated August 31, 2004 (Filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.13 | ||
| Fifth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated October 1, 2004 (Filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.14 | ||
| Sixth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated December 1, 2004 (Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). |
10.15 | ||
| Seventh Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated December 15, 2004 (Filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.16 | Eighth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated March 31, 2005 (Filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
| Ninth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated September 23, 2005 (Filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.18 | Tenth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated December 16, 2005 (Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.19 | Eleventh Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated February 22, 2006 (Filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.20 | Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P., dated March 30, 2004 (Filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, | |
10.21 | First Amendment to Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P. dated March 31, 2004 (Filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
| Second Amendment to the Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P. dated as of August 3, 2004 (Filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.23 | ||
| Third Amendment to the Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P. dated as of December 1, 2004 (Filed as Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.24 | Fourth Amendment to Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P. dated March 31, 2005 (Filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
| Fifth Amendment to Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P. dated September 23, 2005 (Filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). |
10.26 |
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10.27 | ||
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| Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P. and | |
10.28 | ||
| Amendment No. 1 to Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P. and Fairways-Columbia, L.P. dated December 24, 2002 (Filed as Exhibit 10.18 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
10.29 | ||
| Amendment No. 2 to Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P. and Fairways-Columbia, L.P. dated May 30, 2003 (Filed as Exhibit 10.19 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein by reference). | |
10.30 | Amendment No. 3 to Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. dated March 2, 2004 (Filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
| Amendment No. 4 to Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. dated November 17, 2005 (Filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.32 | Amendment No. 5 to Master Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. dated February 23, 2006 (Filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | |
10.33 | Consent, Modification, Assumption of Indemnity Obligations and Release Agreement dated November 4, 2004, (Sunset Valley Apartments, Texas) (Filed as Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.34 | ||
| Consent, Modification, Assumption of Indemnity Obligations and Release Agreement dated November 4, 2004 (Village Apartments, Texas) (Filed as Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.35 | ||
| Consent, Modification, Assumption of Indemnity Obligations and Release Agreement dated November 4, 2004, (Coral Springs Apartments, Florida) (Filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.36 | ||
| Credit Agreement dated September 28, 1998 by and among Jefferson Village, L.P., Jefferson at Sunset Valley, L.P. and JPI Coral Springs, L.P. (Filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 and incorporated herein by reference). | |
10.37 | ||
| Credit Agreement by and among Mid-America Apartment Communities, Inc., Mid-America Apartments L.P. and |
10.38 | Master Credit Facility Agreement by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc., Mid-America Apartments of Texas, L.P. and Prudential Multifamily Mortgage, Inc. dated March 2, 2004 (Filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | ||
10.39 | Amendment No. 1 to Master Credit Facility Agreement by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc., Mid-America Apartments of Texas, L.P. and Prudential Multifamily Mortgage, Inc. dated November 17, 2005 (Filed as Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | ||
| Amendment No. 2 to Master Credit Facility Agreement by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc., Mid-America Apartments of Texas, L.P. and Prudential Multifamily Mortgage, Inc. dated February 23, 2006 (Filed as Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference). | ||
10.41† | Mid-America Apartment Communities, Inc. Non-Qualified Deferred Compensation Plan for Outside Company Directors as Amended Effective | ||
10.42† | |||
| Mid-America Apartment Communities Non-Qualified Deferred Compensation Retirement Plan as Amended Effective | ||
10.43 † | Mid-America Apartment Communities 2005 Key Management Restricted Stock Plan (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2005 and incorporated herein by reference). | ||
| Form of Restricted Stock Agreement (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 11, 2005 and incorporated herein by reference). | ||
10.45† | 2006 Executive Annual Bonus Program (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 20, 2006 and incorporated herein by reference). | ||
14 | Code of Ethics (Filed as Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference). | ||
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
31.2 | |||
| Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32.1 | |||
| Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2 | |||
| Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
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Date: May 4, 2006 |
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Simon R.C. Wadsworth | |||||||
Executive Vice President and | |||||||
Chief Financial Officer | |||||||
(Principal Financial and Accounting Officer) | |||||||