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MAA Mid-America Apartments

Filed: 28 Jul 21, 8:00pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021 

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-12762 (Mid-America Apartment Communities, Inc.)

Commission File Number: 333-190028-01 (Mid-America Apartments, L.P.)

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)

MAA

New York Stock Exchange

8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)

MAA*I

New York Stock Exchange

 

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

NO

Mid-America Apartments, L.P.

YES

NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

 

Mid-America Apartment Communities, Inc.

YES

NO

Mid-America Apartments, L.P.

YES

NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Mid-America Apartment Communities, Inc.

 

 

 

Large accelerated filer  

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

Mid-America Apartments, L.P.

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Mid-America Apartment Communities, Inc.  

Mid-America Apartments, L.P.  ☐

 

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

NO

Mid-America Apartments, L.P.

YES

NO

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Mid-America Apartment Communities, Inc.

Number of Shares Outstanding at

Class

July 26, 2021

Common Stock, $0.01 par value

114,919,922

 

 

 


 

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

 

TABLE OF CONTENTS

 

 

 

 

Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

4

 

Mid-America Apartment Communities, Inc.

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020.

4

 

 

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020.

5

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020.

6

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020.

7

 

Mid-America Apartments, L.P.

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020.

8

 

 

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020.

9

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020.

10

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020.

11

 

 

Notes to Condensed Consolidated Financial Statements.

12

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

27

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

37

Item 4.

Controls and Procedures.

37

 

 

 

 

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

38

Item 1A.

Risk Factors.

38

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

39

Item 3.

Defaults Upon Senior Securities.

39

Item 4.

Mine Safety Disclosures.

39

Item 5.

Other Information.

39

Item 6.

Exhibits.

39

 

Signatures.

41

 

1


 

 

Explanatory Note

This report combines the Quarterly Reports on Form 10-Q for the quarter ended June 30, 2021 of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-America Apartment Communities, Inc. is the sole general partner.  Mid-America Apartment Communities, Inc. and its 96.9% owned subsidiary, Mid-America Apartments, L.P., are both required to file quarterly reports under the Securities Exchange Act of 1934, as amended.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P.  Unless the context otherwise requires, all references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P., together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are referred to as “common unitholders”.

As of June 30, 2021, MAA owned 114,919,922 OP Units (96.9% of the total number of OP Units).  MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

We believe combining the periodic reports of MAA and the Operating Partnership, including the notes to the condensed consolidated financial statements, into this report results in the following benefits:

 

 

enhances investors’ understanding of MAA and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

 

eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both MAA and the Operating Partnership; and

 

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT.  Management operates MAA and the Operating Partnership as one business. We believe it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.

The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership.  MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive loss and redeemable common stock.  The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive loss and redeemable common units.  Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

2


 

In order to highlight the material differences between MAA and the Operating Partnership, this Quarterly Report on Form 10-Q includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership, including:

 

the condensed consolidated financial statements in Part 1, Item 1 of this report;

 

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 Part 1, Item 4 of this report; and

 

the certifications included as Exhibits 31 and 32 to this report.

In the sections that combine disclosures for MAA and the Operating Partnership, this Quarterly Report on Form 10-Q refers to actions or holdings as being actions or holdings of the Company.  Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because we operate the business through the Operating Partnership.  MAA, the Operating Partnership and its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate, distinct legal entities.

3


 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Mid-America Apartment Communities, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except share and per share data)

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

 

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

1,987,412

 

 

$

1,929,181

 

Buildings and improvements and other

 

 

12,246,988

 

 

 

12,065,244

 

Development and capital improvements in progress

 

 

295,645

 

 

 

283,477

 

 

 

 

14,530,045

 

 

 

14,277,902

 

Less: Accumulated depreciation

 

 

(3,625,627

)

 

 

(3,415,105

)

 

 

 

10,904,418

 

 

 

10,862,797

 

Undeveloped land

 

 

35,050

 

 

 

60,993

 

Investment in real estate joint venture

 

 

42,933

 

 

 

43,325

 

Real estate assets, net

 

 

10,982,401

 

 

 

10,967,115

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

31,881

 

 

 

25,198

 

Restricted cash

 

 

11,123

 

 

 

10,417

 

Other assets

 

 

216,715

 

 

 

192,061

 

Total assets

 

$

11,242,120

 

 

$

11,194,791

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Unsecured notes payable

 

$

4,187,292

 

 

$

4,077,373

 

Secured notes payable

 

 

365,945

 

 

 

485,339

 

Accrued expenses and other liabilities

 

 

546,524

 

 

 

528,274

 

Total liabilities

 

 

5,099,761

 

 

 

5,090,986

 

 

 

 

 

 

 

 

 

 

Redeemable common stock

 

 

21,692

 

 

 

15,397

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share, 20,000,000 shares authorized;

   8.50% Series I Cumulative Redeemable Shares, liquidation preference $50.00

   per share, 867,846 shares issued and outstanding as of June 30, 2021

   and December 31, 2020, respectively

 

 

9

 

 

 

9

 

Common stock, $0.01 par value per share, 145,000,000 shares authorized;

   114,919,922 and 114,373,727 shares issued and outstanding as of

   June 30, 2021 and December 31, 2020, respectively (1)

 

 

1,147

 

 

 

1,141

 

Additional paid-in capital

 

 

7,201,885

 

 

 

7,176,793

 

Accumulated distributions in excess of net income

 

 

(1,272,694

)

 

 

(1,294,182

)

Accumulated other comprehensive loss

 

 

(11,632

)

 

 

(12,128

)

Total MAA shareholders’ equity

 

 

5,918,715

 

 

 

5,871,633

 

Noncontrolling interests - OP Units

 

 

185,340

 

 

 

206,927

 

Total Company’s shareholders’ equity

 

 

6,104,055

 

 

 

6,078,560

 

Noncontrolling interests - consolidated real estate entities

 

 

16,612

 

 

 

9,848

 

Total equity

 

 

6,120,667

 

 

 

6,088,408

 

Total liabilities and equity

 

$

11,242,120

 

 

$

11,194,791

 

(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 as of June 30, 2021 and December 31, 2020 are 128,799 and 121,534, respectively.

See accompanying notes to condensed consolidated financial statements.

4


 

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenues

 

$

436,927

 

 

$

413,026

 

 

$

861,932

 

 

$

831,124

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses, excluding real estate taxes and insurance

 

 

101,751

 

 

 

95,555

 

 

 

197,712

 

 

 

186,923

 

Real estate taxes and insurance

 

 

67,010

 

 

 

61,916

 

 

 

133,517

 

 

 

123,720

 

Depreciation and amortization

 

 

131,824

 

 

 

127,190

 

 

 

263,327

 

 

 

253,578

 

Total property operating expenses

 

 

300,585

 

 

 

284,661

 

 

 

594,556

 

 

 

564,221

 

Property management expenses

 

 

13,752

 

 

 

11,730

 

 

 

26,691

 

 

 

26,373

 

General and administrative expenses

 

 

13,114

 

 

 

10,557

 

 

 

26,093

 

 

 

23,821

 

Interest expense

 

 

38,867

 

 

 

42,118

 

 

 

78,539

 

 

 

85,600

 

(Gain) loss on sale of depreciable real estate assets

 

 

(134,828

)

 

 

(2

)

 

 

(134,828

)

 

 

27

 

(Gain) loss on sale of non-depreciable real estate assets

 

 

(32

)

 

 

(5

)

 

 

(32

)

 

 

371

 

Other non-operating (income) expense

 

 

(20,126

)

 

 

(14,643

)

 

 

(4,213

)

 

 

13,889

 

Income before income tax expense

 

 

225,595

 

 

 

78,610

 

 

 

275,126

 

 

 

116,822

 

Income tax expense

 

 

(2,045

)

 

 

(1,200

)

 

 

(3,044

)

 

 

(1,867

)

Income from continuing operations before real estate joint venture activity

 

 

223,550

 

 

 

77,410

 

 

 

272,082

 

 

 

114,955

 

Income from real estate joint venture

 

 

325

 

 

 

318

 

 

 

657

 

 

 

725

 

Net income

 

 

223,875

 

 

 

77,728

 

 

 

272,739

 

 

 

115,680

 

Net income attributable to noncontrolling interests

 

 

7,397

 

 

 

2,666

 

 

 

9,068

 

 

 

3,970

 

Net income available for shareholders

 

 

216,478

 

 

 

75,062

 

 

 

263,671

 

 

 

111,710

 

Dividends to MAA Series I preferred shareholders

 

 

922

 

 

 

922

 

 

 

1,844

 

 

 

1,844

 

Net income available for MAA common shareholders

 

$

215,556

 

 

$

74,140

 

 

$

261,827

 

 

$

109,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for MAA common shareholders

 

$

1.88

 

 

$

0.65

 

 

$

2.29

 

 

$

0.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for MAA common shareholders

 

$

1.88

 

 

$

0.65

 

 

$

2.28

 

 

$

0.96

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for net losses reclassified to net income from derivative instruments

 

 

278

 

 

 

278

 

 

 

557

 

 

 

531

 

Total comprehensive income

 

 

224,153

 

 

 

78,006

 

 

 

273,296

 

 

 

116,211

 

Less: Comprehensive income attributable to noncontrolling interests

 

 

(7,448

)

 

 

(2,675

)

 

 

(9,129

)

 

 

(3,988

)

Comprehensive income attributable to MAA

 

$

216,705

 

 

$

75,331

 

 

$

264,167

 

 

$

112,223

 

 

See accompanying notes to condensed consolidated financial statements.

6


 

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

 

Six months ended June 30,

 

Cash flows from operating activities:

 

2021

 

 

2020

 

Net income

 

$

272,739

 

 

$

115,680

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

263,912

 

 

 

254,105

 

(Gain) loss on sale of depreciable real estate assets

 

 

(134,828

)

 

 

27

 

(Gain) loss on sale of non-depreciable real estate assets

 

 

(32

)

 

 

371

 

Loss on embedded derivative in preferred shares

 

 

1,940

 

 

 

15,945

 

Stock compensation expense

 

 

9,212

 

 

 

8,150

 

Amortization of debt issuance costs, discounts and premiums

 

 

2,674

 

 

 

2,290

 

Net change in operating accounts and other operating activities

 

 

(18,299

)

 

 

(6,953

)

Net cash provided by operating activities

 

 

397,318

 

 

 

389,615

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of real estate and other assets

 

 

(46,028

)

 

 

(5,004

)

Capital improvements, development and other

 

 

(247,544

)

 

 

(191,850

)

Distributions from real estate joint venture

 

 

392

 

 

 

84

 

Contributions to affiliates

 

 

(1,114

)

 

 

(1,725

)

Proceeds from disposition of real estate assets

 

 

161,756

 

 

 

660

 

Net cash used in investing activities

 

 

(132,538

)

 

 

(197,835

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility

 

 

 

 

 

180,000

 

Repayments of revolving credit facility

 

 

 

 

 

(180,000

)

Net proceeds from commercial paper

 

 

108,000

 

 

 

20,000

 

Principal payments on notes payable

 

 

(119,481

)

 

 

(3,483

)

Payment of deferred financing costs

 

 

 

 

 

(31

)

Distributions to noncontrolling interests

 

 

(8,302

)

 

 

(8,126

)

Dividends paid on common shares

 

 

(234,591

)

 

 

(228,618

)

Dividends paid on preferred shares

 

 

(1,844

)

 

 

(1,844

)

Net change in other financing activities

 

 

(1,173

)

 

 

(4,625

)

Net cash used in financing activities

 

 

(257,391

)

 

 

(226,727

)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

7,389

 

 

 

(34,947

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

35,615

 

 

 

70,541

 

Cash, cash equivalents and restricted cash, end of period

 

$

43,004

 

 

$

35,594

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets:

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,881

 

 

$

19,667

 

Restricted cash

 

 

11,123

 

 

 

15,927

 

Total cash, cash equivalents and restricted cash

 

$

43,004

 

 

$

35,594

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$

81,122

 

 

$

84,623

 

Income taxes paid

 

 

2,474

 

 

 

120

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Conversion of OP Units to shares of common stock

 

$

22,164

 

 

$

450

 

Accrued construction in progress

 

 

30,771

 

 

 

18,991

 

Interest capitalized

 

 

5,333

 

 

 

3,019

 

See accompanying notes to condensed consolidated financial statements.

7


 

Mid-America Apartments, L.P.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except unit data)

 

 

June 30, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

 

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

1,987,412

 

 

$

1,929,181

 

Buildings and improvements and other

 

 

12,246,988

 

 

 

12,065,244

 

Development and capital improvements in progress

 

 

295,645

 

 

 

283,477

 

 

 

 

14,530,045

 

 

 

14,277,902

 

Less: Accumulated depreciation

 

 

(3,625,627

)

 

 

(3,415,105

)

 

 

 

10,904,418

 

 

 

10,862,797

 

Undeveloped land

 

 

35,050

 

 

 

60,993

 

Investment in real estate joint venture

 

 

42,933

 

 

 

43,325

 

Real estate assets, net

 

 

10,982,401

 

 

 

10,967,115

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

31,881

 

 

 

25,198

 

Restricted cash

 

 

11,123

 

 

 

10,417

 

Other assets

 

 

216,715

 

 

 

192,061

 

Total assets

 

$

11,242,120

 

 

$

11,194,791

 

 

 

 

 

 

 

 

 

 

Liabilities and capital

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Unsecured notes payable

 

$

4,187,292

 

 

$

4,077,373

 

Secured notes payable

 

 

365,945

 

 

 

485,339

 

Accrued expenses and other liabilities

 

 

546,524

 

 

 

528,274

 

Due to general partner

 

 

19

 

 

 

19

 

Total liabilities

 

 

5,099,780

 

 

 

5,091,005

 

 

 

 

 

 

 

 

 

 

Redeemable common units

 

 

21,692

 

 

 

15,397

 

 

 

 

 

 

 

 

 

 

Operating Partnership capital:

 

 

 

 

 

 

 

 

Preferred units, 867,846 preferred units outstanding as of June 30, 2021

   and December 31, 2020, respectively

 

 

66,840

 

 

 

66,840

 

General partner, 114,919,922 and 114,373,727 OP Units outstanding as of

   June 30, 2021 and December 31, 2020, respectively (1)

 

 

5,863,795

 

 

 

5,817,270

 

Limited partners, 3,618,955 and 4,057,657 OP Units outstanding as of

   June 30, 2021 and December 31, 2020, respectively (1)

 

 

185,340

 

 

 

206,927

 

Accumulated other comprehensive loss

 

 

(11,939

)

 

 

(12,496

)

Total operating partners’ capital

 

 

6,104,036

 

 

 

6,078,541

 

Noncontrolling interests - consolidated real estate entities

 

 

16,612

 

 

 

9,848

 

Total equity

 

 

6,120,648

 

 

 

6,088,389

 

Total liabilities and equity

 

$

11,242,120

 

 

$

11,194,791

 

 

(1)

Number of units outstanding represents 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 as of June 30, 2021 and December 31, 2020 are 128,799 and 121,534, respectively.

See accompanying notes to condensed consolidated financial statements.

8


 

Mid-America Apartments, L.P.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per unit data)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenues

 

$

436,927

 

 

$

413,026

 

 

$

861,932

 

 

$

831,124

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses, excluding real estate taxes and insurance

 

 

101,751

 

 

 

95,555

 

 

 

197,712

 

 

 

186,923

 

Real estate taxes and insurance

 

 

67,010

 

 

 

61,916

 

 

 

133,517

 

 

 

123,720

 

Depreciation and amortization

 

 

131,824

 

 

 

127,190

 

 

 

263,327

 

 

 

253,578

 

Total property operating expenses

 

 

300,585

 

 

 

284,661

 

 

 

594,556

 

 

 

564,221

 

Property management expenses

 

 

13,752

 

 

 

11,730

 

 

 

26,691

 

 

 

26,373

 

General and administrative expenses

 

 

13,114

 

 

 

10,557

 

 

 

26,093

 

 

 

23,821

 

Interest expense

 

 

38,867

 

 

 

42,118

 

 

 

78,539

 

 

 

85,600

 

(Gain) loss on sale of depreciable real estate assets

 

 

(134,828

)

 

 

(2

)

 

 

(134,828

)

 

 

27

 

(Gain) loss on sale of non-depreciable real estate assets

 

 

(32

)

 

 

(5

)

 

 

(32

)

 

 

371

 

Other non-operating (income) expense

 

 

(20,126

)

 

 

(14,643

)

 

 

(4,213

)

 

 

13,889

 

Income before income tax expense

 

 

225,595

 

 

 

78,610

 

 

 

275,126

 

 

 

116,822

 

Income tax expense

 

 

(2,045

)

 

 

(1,200

)

 

 

(3,044

)

 

 

(1,867

)

Income from continuing operations before real estate joint venture activity

 

 

223,550

 

 

 

77,410

 

 

 

272,082

 

 

 

114,955

 

Income from real estate joint venture

 

 

325

 

 

 

318

 

 

 

657

 

 

 

725

 

Net income

 

 

223,875

 

 

 

77,728

 

 

 

272,739

 

 

 

115,680

 

Distributions to MAALP preferred unitholders

 

 

922

 

 

 

922

 

 

 

1,844

 

 

 

1,844

 

Net income available for MAALP common unitholders

 

$

222,953

 

 

$

76,806

 

 

$

270,895

 

 

$

113,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common unit - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for MAALP common unitholders

 

$

1.88

 

 

$

0.65

 

 

$

2.29

 

 

$

0.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common unit - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available for MAALP common unitholders

 

$

1.88

 

 

$

0.65

 

 

$

2.28

 

 

$

0.96

 

 

See accompanying notes to condensed consolidated financial statements.

9


 

Mid-America Apartments, L.P.

 

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for net losses reclassified to net income from derivative instruments

 

 

278

 

 

 

278

 

 

 

557

 

 

 

531

 

Comprehensive income attributable to MAALP

 

$

224,153

 

 

$

78,006

 

 

$

273,296

 

 

$

116,211

 

 

See accompanying notes to condensed consolidated financial statements.

10


 

Mid-America Apartments, L.P.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

 

 

Six months ended June 30,

 

Cash flows from operating activities:

 

2021

 

 

2020

 

Net income

 

$

272,739

 

 

$

115,680

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

263,912

 

 

 

254,105

 

(Gain) loss on sale of depreciable real estate assets

 

 

(134,828

)

 

 

27

 

(Gain) loss on sale of non-depreciable real estate assets

 

 

(32

)

 

 

371

 

Loss on embedded derivative in preferred shares

 

 

1,940

 

 

 

15,945

 

Stock compensation expense

 

 

9,212

 

 

 

8,150

 

Amortization of debt issuance costs, discounts and premiums

 

 

2,674

 

 

 

2,290

 

Net change in operating accounts and other operating activities

 

 

(18,299

)

 

 

(6,953

)

Net cash provided by operating activities

 

 

397,318

 

 

 

389,615

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of real estate and other assets

 

 

(46,028

)

 

 

(5,004

)

Capital improvements, development and other

 

 

(247,544

)

 

 

(191,850

)

Distributions from real estate joint venture

 

 

392

 

 

 

84

 

Contributions to affiliates

 

 

(1,114

)

 

 

(1,725

)

Proceeds from disposition of real estate assets

 

 

161,756

 

 

 

660

 

Net cash used in investing activities

 

 

(132,538

)

 

 

(197,835

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility

 

 

 

 

 

180,000

 

Repayments of revolving credit facility

 

 

 

 

 

(180,000

)

Net proceeds from commercial paper

 

 

108,000

 

 

 

20,000

 

Principal payments on notes payable

 

 

(119,481

)

 

 

(3,483

)

Payment of deferred financing costs

 

 

 

 

 

(31

)

Distributions paid on common units

 

 

(242,893

)

 

 

(236,744

)

Distributions paid on preferred units

 

 

(1,844

)

 

 

(1,844

)

Net change in other financing activities

 

 

(1,173

)

 

 

(4,625

)

Net cash used in financing activities

 

 

(257,391

)

 

 

(226,727

)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

7,389

 

 

 

(34,947

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

35,615

 

 

 

70,541

 

Cash, cash equivalents and restricted cash, end of period

 

$

43,004

 

 

$

35,594

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets:

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,881

 

 

$

19,667

 

Restricted cash

 

 

11,123

 

 

 

15,927

 

Total cash, cash equivalents and restricted cash

 

$

43,004

 

 

$

35,594

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$

81,122

 

 

$

84,623

 

Income taxes paid

 

 

2,474

 

 

 

120

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Accrued construction in progress

 

$

30,771

 

 

$

18,991

 

Interest capitalized

 

 

5,333

 

 

 

3,019

 

 

See accompanying notes to condensed consolidated financial statements.

11


 

Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Basis of Presentation and Principles of Consolidation and Significant Accounting Policies

Unless the context otherwise requires, all references to the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P.  Unless the context otherwise requires, all references to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries.  Unless the context otherwise requires, the references to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P., together with its consolidated subsidiaries.  “Common stock” refers to the common stock of MAA and, unless the context otherwise requires, “shareholders” refers to the holders of shares of MAA’s common stock.  The common units of limited partnership interests in the Operating Partnership are referred to as “OP Units,” and the holders of the OP Units are referred to as “common unitholders”.

As of June 30, 2021, MAA owned 114,919,922 OP Units (or 96.9% of the total number of OP Units).  MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

Management believes combining the notes to the condensed consolidated financial statements of MAA and the Operating Partnership results in the following benefits:

 

enhances a readers’ understanding of MAA and the Operating Partnership by enabling the reader to view the business as a whole in the same manner that management views and operates the business;

 

eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MAA and the Operating Partnership; and

 

creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT.  Management operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership.  Management believes it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company.  MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners.  MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Operating Partnership holds, directly or indirectly, all of the Company’s real estate assets.  Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.

The presentations of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership.  MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive loss and redeemable common stock.  The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive loss and redeemable common units.  Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

Organization of Mid-America Apartment Communities, Inc.

The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States.  As of June 30, 2021, the Company owned and operated 296 apartment communities through the Operating Partnership and its subsidiaries and had an ownership interest in 1 apartment community through an unconsolidated real estate joint venture.  As of June 30, 2021, the Company also had 8 development communities under construction totaling 2,654 apartment units once complete.  Total expected costs for the eight development projects are $627.5 million, of which $326.2 million had been incurred through June 30, 2021.  The Company expects to complete 3 of these developments in

12


 

2021, 2 developments in 2022 and 3 developments in 2023. As of June 30, 2021, 32 of the Company’s apartment communities included retail components. The Company’s apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of June 30, 2021.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared by the Company’s management in accordance with United States generally accepted accounting principles, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC.  The condensed consolidated financial statements of MAA presented herein include the accounts of MAA, the Operating Partnership and all other subsidiaries in which MAA has a controlling financial interest. MAA owns, directly or indirectly, approximately 80% to 100% of all consolidated subsidiaries, including the Operating Partnership.  The condensed consolidated financial statements of MAALP presented herein include the accounts of MAALP and all other subsidiaries in which MAALP has a controlling financial interest.  MAALP owns, directly or indirectly, 80% to 100% of all consolidated subsidiaries.  In management’s opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included, and all such adjustments were of a normal recurring nature.  All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company invests in entities which may qualify as variable interest entities, or VIEs, and MAALP is considered a VIE.  A VIE is a legal entity in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to absorb its expected losses or the right to receive its expected residual returns.  MAALP is classified as a VIE because the limited partners lack substantive kick-out rights and substantive participating rights.  The Company consolidates all VIEs for which it is the primary beneficiary and uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary.  In determining whether the Company is the primary beneficiary of a VIE, management considers both qualitative and quantitative factors, including, but not limited to, those activities that most significantly impact the VIE’s economic performance and which party controls such activities.  The Company uses the equity method of accounting for its investments in entities for which the Company exercises significant influence, but does not have the ability to exercise control.  The factors considered in determining whether the Company has the ability to exercise control include ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below).

Noncontrolling Interests

As of June 30, 2021, the Company had two types of noncontrolling interests with respect to its consolidated subsidiaries: (1) noncontrolling interests related to the common unitholders of its Operating Partnership; and (2) noncontrolling interests related to its consolidated real estate entities.  The noncontrolling interests relating to the limited partnership interests in the Operating Partnership are owned by the holders of the Class A OP Units. MAA is the sole general partner of the Operating Partnership and holds all of the outstanding Class B OP Units. Net income (after allocations to preferred ownership interests) is allocated to MAA and the noncontrolling interests based on their respective ownership percentages of the Operating Partnership. Issuance of additional Class A OP Units or Class B OP Units changes the ownership percentage of both the noncontrolling interests and MAA. The issuance of Class B OP Units generally occurs when MAA issues common stock and the issuance proceeds are contributed to the Operating Partnership in exchange for Class B OP Units equal to the number of shares of MAA’s common stock issued. At each reporting period, the allocation between total MAA shareholders’ equity and noncontrolling interests is adjusted to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership. MAA’s Board of Directors established economic rights in respect to each Class A OP Unit that were equivalent to the economic rights in respect to each share of MAA common stock. See Note 9 for additional details.

The noncontrolling interests relating to the Company’s five consolidated real estate entities are owned by private real estate companies that are generally responsible for the development and construction of the apartment communities that are owned through the consolidated real estate entities with a noncontrolling interest.  The entities were determined to be VIE’s with the Company designated as the primary beneficiary.  As a result, the accounts of the entities are consolidated by the Company.  As of June 30, 2021, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $193.8 million and $12.8 million, respectively.  As of December 31, 2020, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $128.9 million and $8.1 million, respectively.

Investments in Unconsolidated Affiliates

The Company uses the equity method to account for its investments in a real estate joint venture and two technology-focused limited partnerships that each qualify as a VIE. Management determined the Company is not the primary beneficiary in any of these investments but does have the ability to exert significant influence over the operations and financial policies of the real estate joint venture and considers its investments in the limited partnerships to be more than minor. The Company’s investment in the real estate joint venture was $42.9 million and $43.3 million as of June 30, 2021 and December 31, 2020, respectively.

13


 

As of June 30, 2021 and December 31, 2020, the Company’s investments in the technology-focused limited partnerships were $32.0 million and $23.0 million, respectively, and are included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. As of June 30, 2021, the Company was committed until February 2025 to make additional capital contributions totaling $19.6 million if and when called by the general partners of the limited partnerships.

Fair Value Measurements

The Company applies the guidance in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, to the valuation of real estate assets recorded at fair value, to its impairment valuation analysis of real estate assets, to its disclosure of the fair value of financial instruments, principally indebtedness and to its derivative financial instruments.  Fair value disclosures required under ASC Topic 820 as well as the Company’s derivative accounting policies are summarized in Note 7 utilizing the following hierarchy:

Level 1 - Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the assets or liability.

Revenue Recognition

The Company primarily leases multifamily residential apartments to residents under operating leases generally due on a monthly basis with terms of approximately one year or less.  Rental revenues are recognized in accordance with ASC Topic 842, Leases, using a method that represents a straight-line basis over the term of the lease. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of rental revenues on a straight-line basis over the reasonably assured lease term.  Rental revenues represent approximately 93% of the Company’s total revenues and include gross rents charged less adjustments for concessions and bad debt.  Approximately 6% of the Company’s total revenues represent non-lease reimbursable property revenues from its residents for utility reimbursements, which are generally recognized and due on a monthly basis as residents obtain control of the service over the term of the lease.  The remaining 1% of the Company’s total revenues represents other non-lease property revenues primarily driven by nonrefundable fees and commissions.

In accordance with ASC Topic 842, rental revenues and non-lease reimbursable property revenues meet the criteria to be aggregated into a single lease component and are reported on a combined basis in the line item “Rental revenues”, as presented in the disaggregation of the Company’s revenues in Note 11.  Other non-lease property revenues are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires revenue recognized outside of the scope of ASC Topic 842 to be recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Other non-lease property revenues are reported in the line item “Other property revenues”, as presented in the disaggregation of the Company’s revenues in Note 11.

Leases

The Company is the lessee under certain ground, office, equipment and other operational leases, all of which are accounted for as operating leases in accordance with ASC Topic 842. The Company recognizes a right-of-use asset for the right to use the underlying asset for all leases where the Company is the lessee with terms of more than twelve months, and a related lease liability for the obligation to make lease payments. Expenses related to leases determined to be operating leases are recognized on a straight-line basis.  As of June 30, 2021 and December 31, 2020, right-of-use assets recorded within “Other assets” totaled $48.3 million and $49.4 million, respectively, and related lease obligations recorded within “Accrued expenses and other liabilities” totaled $31.1 million and $31.7 million, respectively, in the Condensed Consolidated Balance Sheets.  As of June 30, 2021, the Company’s operating leases had a weighted average remaining lease term of approximately 32 years and a weighted average discount rate of approximately 4.4%. Lease expense recognized for the three and six months ended June 30, 2021 and 2020 was immaterial to the Company. Cash paid for amounts included in the measurement of operating lease liabilities during the six months ended June 30, 2021 and 2020 was also immaterial.

 

14


 

 

2.Earnings per Common Share of MAA

Basic earnings per share is computed by dividing net income available to MAA common shareholders by the weighted average number of common shares outstanding during the period.  All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share.  Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis with diluted earnings per share being the more dilutive of the treasury stock or two-class methods.  OP Units are included in dilutive earnings per share calculations when the units are dilutive to earnings per share.

For the three and six months ended June 30, 2021 and 2020, MAA’s diluted earnings per share was computed using the treasury stock method as presented below (dollars and shares in thousands, except per share amounts):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Calculation of Earnings per common share - basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Net income attributable to noncontrolling interests

 

 

(7,397

)

 

 

(2,666

)

 

 

(9,068

)

 

 

(3,970

)

Unvested restricted stock (allocation of earnings)

 

 

(234

)

 

 

(100

)

 

 

(294

)

 

 

(151

)

Preferred dividends

 

 

(922

)

 

 

(922

)

 

 

(1,844

)

 

 

(1,844

)

Net income available for MAA common shareholders, adjusted

 

$

215,322

 

 

$

74,040

 

 

$

261,533

 

 

$

109,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - basic

 

 

114,494

 

 

 

114,204

 

 

 

114,379

 

 

 

114,158

 

Earnings per common share - basic

 

$

1.88

 

 

$

0.65

 

 

$

2.29

 

 

$

0.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of Earnings per common share - diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Net income attributable to noncontrolling interests (1)

 

 

(7,397

)

 

 

(2,666

)

 

 

(9,068

)

 

 

(3,970

)

Preferred dividends

 

 

(922

)

 

 

(922

)

 

 

(1,844

)

 

 

(1,844

)

Net income available for MAA common shareholders, adjusted

 

$

215,556

 

 

$

74,140

 

 

$

261,827

 

 

$

109,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - basic

 

 

114,494

 

 

 

114,204

 

 

 

114,379

 

 

 

114,158

 

Effect of dilutive securities

 

 

318

 

 

 

234

 

 

 

311

 

 

 

324

 

Weighted average common shares - diluted

 

 

114,812

 

 

 

114,438

 

 

 

114,690

 

 

 

114,482

 

Earnings per common share - diluted

 

$

1.88

 

 

$

0.65

 

 

$

2.28

 

 

$

0.96

 

(1)

For the three and six months ended June 30, 2021 3.9 million OP Units and 4.0 million OP Units, respectively, and their related income are not included in the diluted earnings per share calculations as they are not dilutive.  For the three and six months ended June 30, 2020, 4.1 million OP Units and their related income are not included in the diluted earnings per share calculations as they are not dilutive.

 

15


 

 

3.Earnings per OP Unit of MAALP

Basic earnings per common unit is computed by dividing net income available for common unitholders by the weighted average number of OP Units outstanding during the period.  All outstanding unvested restricted unit awards contain rights to non-forfeitable distributions and participate in undistributed earnings with common unitholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common unit.  Diluted earnings per common unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units.  Both the unvested restricted unit awards and other potentially dilutive common units, and the related impact to earnings, are considered when calculating earnings per common unit on a diluted basis with diluted earnings per common unit being the more dilutive of the treasury stock or two-class methods.

 

For the three and six months ended June 30, 2021 and 2020, MAALP’s diluted earnings per common unit was computed using the treasury stock method as presented below (dollars and units in thousands, except per unit amounts):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Calculation of Earnings per common unit - basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Unvested restricted stock (allocation of earnings)

 

 

(234

)

 

 

(100

)

 

 

(294

)

 

 

(151

)

Preferred unit distributions

 

 

(922

)

 

 

(922

)

 

 

(1,844

)

 

 

(1,844

)

Net income available for MAALP common unitholders, adjusted

 

$

222,719

 

 

$

76,706

 

 

$

270,601

 

 

$

113,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units - basic

 

 

118,411

 

 

 

118,263

 

 

 

118,365

 

 

 

118,220

 

Earnings per common unit - basic

 

$

1.88

 

 

$

0.65

 

 

$

2.29

 

 

$

0.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of Earnings per common unit - diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

223,875

 

 

$

77,728

 

 

$

272,739

 

 

$

115,680

 

Preferred unit distributions

 

 

(922

)

 

 

(922

)

 

 

(1,844

)

 

 

(1,844

)

Net income available for MAALP common unitholders, adjusted

 

$

222,953

 

 

$

76,806

 

 

$

270,895

 

 

$

113,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units - basic

 

 

118,411

 

 

 

118,263

 

 

 

118,365

 

 

 

118,220

 

Effect of dilutive securities

 

 

318

 

 

 

234

 

 

 

311

 

 

 

324

 

Weighted average common units - diluted

 

 

118,729

 

 

 

118,497

 

 

 

118,676

 

 

 

118,544

 

Earnings per common unit - diluted

 

$

1.88

 

 

$

0.65

 

 

$

2.28

 

 

$

0.96

 

 

16


 

 

4.MAA Equity

 

Changes in MAA’s total equity and its components for the three months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

 

 

 

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

Loss

 

 

Noncontrolling

Interests -

Operating

Partnership

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Equity

 

EQUITY BALANCE MARCH 31, 2021

 

$

9

 

 

$

1,142

 

 

$

7,182,771

 

 

$

(1,367,347

)

 

$

(11,859

)

 

$

204,336

 

 

$

10,481

 

 

$

6,019,533

 

Net income

 

 

 

 

 

 

 

 

 

 

 

216,478

 

 

 

 

 

 

7,397

 

 

 

 

 

 

223,875

 

Other comprehensive income - derivative

   instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

227

 

 

 

51

 

 

 

 

 

 

278

 

Issuance and registration of common shares

 

 

 

 

 

1

 

 

 

(468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(467

)

Shares repurchased and retired

 

 

 

 

 

 

 

 

(7,313

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,313

)

Shares issued in exchange for common units

 

 

 

 

 

4

 

 

 

21,928

 

 

 

 

 

 

 

 

 

(21,932

)

 

 

 

 

 

 

Redeemable stock fair market value adjustment

 

 

 

 

 

 

 

 

 

 

 

(3,031

)

 

 

 

 

 

 

 

 

 

 

 

(3,031

)

Adjustment for noncontrolling interests in

   Operating Partnership

 

 

 

 

 

 

 

 

816

 

 

 

 

 

 

 

 

 

(816

)

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

 

 

 

4,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,151

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(922

)

 

 

 

 

 

 

 

 

 

 

 

(922

)

Dividends on common stock ($1.0250 per share)

 

 

 

 

 

 

 

 

 

 

 

(117,872

)

 

 

 

 

 

 

 

 

 

 

 

(117,872

)

Dividends on noncontrolling interests units

   ($1.0250 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,696

)

 

 

 

 

 

(3,696

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,131

 

 

 

6,131

 

EQUITY BALANCE JUNE 30, 2021

 

$

9

 

 

$

1,147

 

 

$

7,201,885

 

 

$

(1,272,694

)

 

$

(11,632

)

 

$

185,340

 

 

$

16,612

 

 

$

6,120,667

 

 

 

 

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

Loss

 

 

Noncontrolling

Interests -

Operating

Partnership

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Equity

 

EQUITY BALANCE MARCH 31, 2020

 

$

9

 

 

$

1,140

 

 

$

7,170,148

 

 

$

(1,160,944

)

 

$

(12,934

)

 

$

211,498

 

 

$

6,648

 

 

$

6,215,565

 

Net income

 

 

 

 

 

 

 

 

 

 

 

75,062

 

 

 

 

 

 

2,666

 

 

 

 

 

 

77,728

 

Other comprehensive income - derivative

   instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

269

 

 

 

9

 

 

 

 

 

 

278

 

Issuance and registration of common shares

 

 

 

 

 

 

 

 

(416

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(416

)

Shares repurchased and retired

 

 

 

 

 

 

 

 

(3,930

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,930

)

Shares issued in exchange for redeemable stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable stock fair market value adjustment

 

 

 

 

 

 

 

 

 

 

 

(1,297

)

 

 

 

 

 

 

 

 

 

 

 

(1,297

)

Adjustment for noncontrolling interests in

   Operating Partnership

 

 

 

 

 

 

 

 

220

 

 

 

 

 

 

 

 

 

(220

)

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

 

 

 

2,864

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,864

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(922

)

 

 

 

 

 

 

 

 

 

 

 

(922

)

Dividends on common stock ($1.0000 per share)

 

 

 

 

 

 

 

 

 

 

 

(114,435

)

 

 

 

 

 

 

 

 

 

 

 

(114,435

)

Dividends on noncontrolling interests units

   ($1.0000 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,059

)

 

 

 

 

 

(4,059

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

201

 

 

 

201

 

EQUITY BALANCE JUNE 30, 2020

 

$

9

 

 

$

1,140

 

 

$

7,168,886

 

 

$

(1,202,536

)

 

$

(12,665

)

 

$

209,894

 

 

$

6,849

 

 

$

6,171,577

 

17


 

 

Changes in MAA’s total equity and its components for the six months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

 

 

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

Loss

 

 

Noncontrolling

Interests -

Operating

Partnership

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Equity

 

EQUITY BALANCE DECEMBER 31, 2020

 

$

9

 

 

$

1,141

 

 

$

7,176,793

 

 

$

(1,294,182

)

 

$

(12,128

)

 

$

206,927

 

 

$

9,848

 

 

$

6,088,408

 

Net income

 

 

 

 

 

 

 

 

 

 

 

263,671

 

 

 

 

 

 

9,068

 

 

 

 

 

 

272,739

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

496

 

 

 

61

 

 

 

 

 

 

557

 

Issuance and registration of common shares

 

 

 

 

 

2

 

 

 

(335

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(333

)

Shares repurchased and retired

 

 

 

 

 

 

 

 

(9,043

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,043

)

Exercise of stock options

 

 

 

 

 

 

 

 

1,466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,466

 

Shares issued in exchange for common units

 

 

 

 

 

4

 

 

 

22,160

 

 

 

 

 

 

 

 

 

(22,164

)

 

 

 

 

 

 

Redeemable stock fair market value adjustment

 

 

 

 

 

 

 

 

 

 

 

(5,189

)

 

 

 

 

 

 

 

 

 

 

 

(5,189

)

Adjustment for noncontrolling interests in

   Operating Partnership

 

 

 

 

 

 

 

 

700

 

 

 

 

 

 

 

 

 

(700

)

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

 

 

 

10,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,144

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(1,844

)

 

 

 

 

 

 

 

 

 

 

 

(1,844

)

Dividends on common stock ($2.05 per share)

 

 

 

 

 

 

 

 

 

 

 

(235,150

)

 

 

 

 

 

 

 

 

 

 

 

(235,150

)

Dividends on noncontrolling interests units

   ($2.05 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,852

)

 

 

 

 

 

(7,852

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,764

 

 

 

6,764

 

EQUITY BALANCE JUNE 30, 2021

 

$

9

 

 

$

1,147

 

 

$

7,201,885

 

 

$

(1,272,694

)

 

$

(11,632

)

 

$

185,340

 

 

$

16,612

 

 

$

6,120,667

 

 

 

 

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

Loss

 

 

Noncontrolling

Interests -

Operating

Partnership

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Equity

 

EQUITY BALANCE DECEMBER 31, 2019

 

$

9

 

 

$

1,140

 

 

$

7,166,073

 

 

$

(1,085,479

)

 

$

(13,178

)

 

$

214,647

 

 

$

6,247

 

 

$

6,289,459

 

Net income

 

 

 

 

 

 

 

 

 

 

 

111,710

 

 

 

 

 

 

3,970

 

 

 

 

 

 

115,680

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

513

 

 

 

18

 

 

 

 

 

 

531

 

Issuance and registration of common shares

 

 

 

 

 

 

 

 

(377

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(377

)

Shares repurchased and retired

 

 

 

 

 

 

 

 

(5,657

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,657

)

Exercise of stock options

 

 

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71

 

Shares issued in exchange for common units

 

 

 

 

 

 

 

 

450

 

 

 

 

 

 

 

 

 

(450

)

 

 

 

 

 

 

Redeemable stock fair market value adjustment

 

 

 

 

 

 

 

 

 

 

 

1,814

 

 

 

 

 

 

 

 

 

 

 

 

1,814

 

Adjustment for noncontrolling interests in

   Operating Partnership

 

 

 

 

 

 

 

 

173

 

 

 

 

 

 

 

 

 

(173

)

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

 

 

 

8,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,153

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(1,844

)

 

 

 

 

 

 

 

 

 

 

 

(1,844

)

Dividends on common stock ($2.00 per share)

 

 

 

 

 

 

 

 

 

 

 

(228,737

)

 

 

 

 

 

 

 

 

 

 

 

(228,737

)

Dividends on noncontrolling interests units

   ($2.00 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,118

)

 

 

 

 

 

(8,118

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

602

 

 

 

602

 

EQUITY BALANCE JUNE 30, 2020

 

$

9

 

 

$

1,140

 

 

$

7,168,886

 

 

$

(1,202,536

)

 

$

(12,665

)

 

$

209,894

 

 

$

6,849

 

 

$

6,171,577

 

 

18


 

 

5.MAALP Capital

Changes in MAALP’s total capital and its components for the three months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

 

 

 

Mid-America Apartments, L.P. Unitholders’ Capital

 

 

 

 

 

 

 

 

 

 

 

Limited

Partners

 

 

General

Partner

 

 

Preferred

Units

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Partnership

Capital

 

CAPITAL BALANCE MARCH 31, 2021

 

$

204,336

 

 

$

5,750,074

 

 

$

66,840

 

 

$

(12,217

)

 

$

10,481

 

 

$

6,019,514

 

Net income

 

 

7,397

 

 

 

215,556

 

 

 

922

 

 

 

 

 

 

 

 

 

223,875

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

278

 

Issuance of units

 

 

 

 

 

(467

)

 

 

 

 

 

 

 

 

 

 

 

(467

)

Units repurchased and retired

 

 

 

 

 

(7,313

)

 

 

 

 

 

 

 

 

 

 

 

(7,313

)

General partnership units issued in exchange for limited

   partnership units

 

 

(21,932

)

 

 

21,932

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable units fair market value adjustment

 

 

 

 

 

(3,031

)

 

 

 

 

 

 

 

 

 

 

 

(3,031

)

Adjustment for limited partners’ capital at redemption value

 

 

(765

)

 

 

765

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

4,151

 

 

 

 

 

 

 

 

 

 

 

 

4,151

 

Distributions to preferred unitholders

 

 

 

 

 

 

 

 

(922

)

 

 

 

 

 

 

 

 

(922

)

Distributions to common unitholders ($1.0250 per unit)

 

 

(3,696

)

 

 

(117,872

)

 

 

 

 

 

 

 

 

 

 

 

(121,568

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,131

 

 

 

6,131

 

CAPITAL BALANCE JUNE 30, 2021

 

$

185,340

 

 

$

5,863,795

 

 

$

66,840

 

 

$

(11,939

)

 

$

16,612

 

 

$

6,120,648

 

 

 

 

Mid-America Apartments, L.P. Unitholders’ Capital

 

 

 

 

 

 

 

 

 

 

 

Limited

Partners

 

 

General

Partner

 

 

Preferred

Units

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Partnership

Capital

 

CAPITAL BALANCE MARCH 31, 2020

 

$

211,498

 

 

$

5,943,891

 

 

$

66,840

 

 

$

(13,331

)

 

$

6,648

 

 

$

6,215,546

 

Net income

 

 

2,666

 

 

 

74,140

 

 

 

922

 

 

 

 

 

 

 

 

 

77,728

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

278

 

Issuance of units

 

 

 

 

 

(416

)

 

 

 

 

 

 

 

 

 

 

 

(416

)

Units repurchased and retired

 

 

 

 

 

(3,930

)

 

 

 

 

 

 

 

 

 

 

 

(3,930

)

Redeemable units fair market value adjustment

 

 

 

 

 

(1,297

)

 

 

 

 

 

 

 

 

 

 

 

(1,297

)

Adjustment for limited partners’ capital at redemption value

 

 

(211

)

 

 

211

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

2,864

 

 

 

 

 

 

 

 

 

 

 

 

2,864

 

Distributions to preferred unitholders

 

 

 

 

 

 

 

 

(922

)

 

 

 

 

 

 

 

 

(922

)

Distributions to common unitholders ($1.0000 per unit)

 

 

(4,059

)

 

 

(114,435

)

 

 

 

 

 

 

 

 

 

 

 

(118,494

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

201

 

 

 

201

 

CAPITAL BALANCE JUNE 30, 2020

 

$

209,894

 

 

$

5,901,028

 

 

$

66,840

 

 

$

(13,053

)

 

$

6,849

 

 

$

6,171,558

 

Changes in MAALP’s total capital and its components for the six months ended June 30, 2021 and 2020 were as follows (dollars in thousands):

 

 

Mid-America Apartments, L.P. Unitholders’ Capital

 

 

 

 

 

 

 

 

 

 

 

Limited

Partners

 

 

General

Partner

 

 

Preferred

Units

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Partnership

Capital

 

CAPITAL BALANCE DECEMBER 31, 2020

 

$

206,927

 

 

$

5,817,270

 

 

$

66,840

 

 

$

(12,496

)

 

$

9,848

 

 

$

6,088,389

 

Net income

 

 

9,068

 

 

 

261,827

 

 

 

1,844

 

 

 

 

 

 

 

 

 

272,739

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

557

 

 

 

 

 

 

557

 

Issuance of units

 

 

 

 

 

(333

)

 

 

 

 

 

 

 

 

 

 

 

(333

)

Units repurchased and retired

 

 

 

 

 

(9,043

)

 

 

 

 

 

 

 

 

 

 

 

(9,043

)

Exercise of unit options

 

 

 

 

 

1,466

 

 

 

 

 

 

 

 

 

 

 

 

1,466

 

General partnership units issued in exchange for limited

   partnership units

 

 

(22,164

)

 

 

22,164

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable units fair market value adjustment

 

 

 

 

 

(5,189

)

 

 

 

 

 

 

 

 

 

 

 

(5,189

)

Adjustment for limited partners’ capital at redemption value

 

 

(639

)

 

 

639

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

10,144

 

 

 

 

 

 

 

 

 

 

 

 

10,144

 

Distributions to preferred unitholders

 

 

 

 

 

 

 

 

(1,844

)

 

 

 

 

 

 

 

 

(1,844

)

Distributions to common unitholders ($2.05 per unit)

 

 

(7,852

)

 

 

(235,150

)

 

 

 

 

 

 

 

 

 

 

 

(243,002

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,764

 

 

 

6,764

 

CAPITAL BALANCE JUNE 30, 2021

 

$

185,340

 

 

$

5,863,795

 

 

$

66,840

 

 

$

(11,939

)

 

$

16,612

 

 

$

6,120,648

 

19


 

 

 

 

Mid-America Apartments, L.P. Unitholders’ Capital

 

 

 

 

 

 

 

 

 

 

 

Limited

Partners

 

 

General

Partner

 

 

Preferred

Units

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Noncontrolling

Interests -

Consolidated

Real Estate

Entities

 

 

Total

Partnership

Capital

 

CAPITAL BALANCE DECEMBER 31, 2019

 

$

214,647

 

 

$

6,015,290

 

 

$

66,840

 

 

$

(13,584

)

 

$

6,247

 

 

$

6,289,440

 

Net income

 

 

3,970

 

 

 

109,866

 

 

 

1,844

 

 

 

 

 

 

 

 

 

115,680

 

Other comprehensive income - derivative instruments

 

 

 

 

 

 

 

 

 

 

 

531

 

 

 

 

 

 

531

 

Issuance of units

 

 

 

 

 

(377

)

 

 

 

 

 

 

 

 

 

 

 

(377

)

Units repurchased and retired

 

 

 

 

 

(5,657

)

 

 

 

 

 

 

 

 

 

 

 

(5,657

)

Exercise of unit options

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

 

 

 

71

 

General partnership units issued in exchange for limited

   partnership units

 

 

(450

)

 

 

450

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable units fair market value adjustment

 

 

 

 

 

1,814

 

 

 

 

 

 

 

 

 

 

 

 

1,814

 

Adjustment for limited partners’ capital at redemption value

 

 

(155

)

 

 

155

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of unearned compensation

 

 

 

 

 

8,153

 

 

 

 

 

 

 

 

 

 

 

 

8,153

 

Distributions to preferred unitholders

 

 

 

 

 

 

 

 

(1,844

)

 

 

 

 

 

 

 

 

(1,844

)

Distributions to common unitholders ($2.00 per unit)

 

 

(8,118

)

 

 

(228,737

)

 

 

 

 

 

 

 

 

 

 

 

(236,855

)

Contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

602

 

 

 

602

 

CAPITAL BALANCE JUNE 30, 2020

 

$

209,894

 

 

$

5,901,028

 

 

$

66,840

 

 

$

(13,053

)

 

$

6,849

 

 

$

6,171,558

 

 

6.Borrowings

The following table summarizes the Company’s outstanding debt as of June 30, 2021 (dollars in thousands):

 

 

 

Balance

 

 

Weighted Average Effective Rate

 

 

Weighted Average Contract Maturity

Unsecured debt

 

 

 

 

 

 

 

 

 

 

Variable rate commercial paper program

 

$

280,000

 

 

 

0.2

%

 

7/4/2021

Fixed rate senior notes

 

 

3,922,000

 

 

 

3.6

%

 

1/27/2027

Debt issuance costs, discounts, premiums and fair market value adjustments

 

 

(14,708

)

 

 

 

 

 

 

Total unsecured debt

 

$

4,187,292

 

 

 

3.4

%

 

 

Secured debt

 

 

 

 

 

 

 

 

 

 

Fixed rate property mortgages

 

$

369,227

 

 

 

4.4

%

 

9/9/2048

Debt issuance costs

 

 

(3,282

)

 

 

 

 

 

 

Total secured debt

 

$

365,945

 

 

 

4.4

%

 

 

Total outstanding debt

 

$

4,553,237

 

 

 

3.5

%

 

 

Unsecured Revolving Credit Facility

In May 2019, MAALP entered into a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, or Wells Fargo, and fourteen other banks, which is referred to as the Credit Facility.  The Credit Facility replaced MAALP’s previous unsecured revolving credit facility, and it includes an expansion option up to $1.5 billion.  The Credit Facility bears an interest rate of the London Interbank Offered Rate, or LIBOR, plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods.  As of June 30, 2021, there was 0 outstanding balance under the Credit Facility, while $3.4 million of capacity was used to support outstanding letters of credit.

Unsecured Commercial Paper

In May 2019, MAALP established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate principal amount outstanding of $500.0 million.  As of June 30, 2021, MAALP had $280.0 million outstanding under the commercial paper program. For the three months ended June 30, 2021, the average daily borrowings outstanding under the commercial paper program were $401.8 million.  

Unsecured Senior Notes

As of June 30, 2021, MAALP had $3.7 billion of publicly issued unsecured senior notes outstanding and $222.0 million of privately placed unsecured senior notes outstanding.  The unsecured senior notes had maturities at issuance ranging from 10 to 12 years, with a weighted average of 5.6 years remaining until maturity as of June 30, 2021. 

20


 

Secured Property Mortgages

As of June 30, 2021, MAALP had $369.2 million of fixed rate conventional property mortgages with a weighted average interest rate of 4.40% and a weighted average maturity in 2048.

 

In February 2021, MAALP retired a $118.6 million mortgage associated with 8 apartment communities prior to its June 2021 maturity.

Guarantees

As of June 30, 2021, MAA fully and unconditionally guaranteed $222.0 million of the privately placed unsecured senior notes issued by MAALP.

7.Financial Instruments and Derivatives

Financial Instruments Not Carried at Fair Value

Cash and cash equivalents, restricted cash and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair value due to their short term nature.

Fixed rate notes payable as of June 30, 2021 and December 31, 2020, totaled $4.3 billion and $4.4 billion, respectively, and had estimated fair values of $4.7 billion and $4.9 billion (excluding prepayment penalties) as of June 30, 2021 and December 31, 2020, respectively. The fair values of fixed rate debt are determined by using the present value of future cash outflows discounted with the applicable current market rate plus a credit spread. The carrying values of variable rate debt as of June 30, 2021 and December 31, 2020, totaled $280.0 million and $172.0 million, respectively, and had estimated fair values of $280.0 million and $172.0 million (excluding prepayment penalties) as of June 30, 2021 and December 31, 2020, respectively. The fair values of variable rate debt are determined using the stated variable rate plus the current market credit spread. The variable rates reset at various maturities, typically less than 30 days, and management concluded these rates reasonably estimate current market rates.

Financial Instruments Measured at Fair Value on a Recurring Basis

As of June 30, 2021, the Company had one outstanding series of cumulative redeemable preferred stock, which is referred to as the MAA Series I preferred stock (see Note 8).  The Company has recognized a derivative asset related to the redemption feature embedded in the MAA Series I preferred stock. The derivative asset is valued using widely accepted valuation techniques, including a discounted cash flow analysis in which the perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the redeemable preferred shares, which are redeemable at the Company’s option beginning on October 1, 2026 at the redemption price of $50.00 per share. The Company uses various inputs in the analysis, including trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of the bifurcated call option.

The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset in “Other assets” in the accompanying Condensed Consolidated Balance Sheets and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to “Other non-operating (income) expense” in the accompanying Condensed Consolidated Statements of Operations.  As a result of adjustments of non-cash expense recorded to reflect the change in fair value of the derivative asset during the six months ended June 30, 2021, the fair value of the embedded derivative asset decreased to $37.1 million as of June 30, 2021 as compared to $39.0 million as of December 31, 2020.

The Company has determined the majority of the inputs used to value its outstanding debt and its embedded derivative fall within Level 2 of the fair value hierarchy, and as a result, the fair value valuation of its debt and embedded derivative held as of June 30, 2021 and December 31, 2020 were classified as Level 2 in the fair value hierarchy.

Terminated Cash Flow Hedges of Interest Rate Risk

As of June 30, 2021, the Company had $11.9 million recorded in “Accumulated other comprehensive loss” related to realized losses associated with terminated interest rate swaps that were designated as cash flow hedging instruments prior to their termination. The realized losses associated with the terminated interest rate swaps are reclassified to interest expense as interest payments are made on the Company’s debt and will continue to be reclassified to interest expense until the debt’s maturity. During the next twelve months, the Company estimates an additional $1.1 million will be reclassified to earnings as an increase to “Interest expense”.

21


 

Tabular Disclosure of the Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

The tables below present the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (dollars in thousands):

 

Derivatives in Cash Flow Hedging Relationships

 

Location of Loss Reclassified

 

Net Loss Reclassified from Accumulated OCL into Interest Expense (1)

 

Three months ended June 30,

 

from Accumulated OCL into Income

 

2021

 

 

2020

 

Terminated interest rate swaps

 

Interest expense

 

$

(278

)

 

$

(278

)

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

Terminated interest rate swaps

 

Interest expense

 

$

(557

)

 

$

(531

)

(1)

See the Condensed Consolidated Statements of Comprehensive Income for changes in accumulated other comprehensive loss as these changes are presented net of the allocation to noncontrolling interests.

 

Derivative Not Designated as Hedging Instrument

 

Location of Gain (Loss) Recognized

 

Gain (Loss) Recognized in Earnings on Derivative

 

Three months ended June 30,

 

in Income on Derivative

 

2021

 

 

2020

 

Preferred stock embedded derivative

 

Other non-operating (income) expense

 

$

13,168

 

 

$

11,693

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

Preferred stock embedded derivative

 

Other non-operating (income) expense

 

$

(1,940

)

 

$

(15,945

)

 

8.Shareholders’ Equity of MAA

As of June 30, 2021, 114,919,922 shares of common stock of MAA and 3,618,955 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,538,877 common shares and units.  As of June 30, 2020, 114,365,203 shares of common stock of MAA and 4,058,657 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,423,860 common shares and units. Options to purchase 963 shares of MAA’s common stock were outstanding as of June 30, 2021, compared to 19,845 outstanding options as of June 30, 2020. During the six months ended June 30, 2021 and 2020, MAA issued 18,882 common shares and 918 common shares, respectively, related to the exercise of stock options. These exercises resulted in net proceeds of $1.5 million and $0.1 million, respectively.

Preferred Stock

As of June 30, 2021, MAA had one outstanding series of cumulative redeemable preferred stock, which has the following characteristics:

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

 

(1)

The total liquidation preference for the outstanding preferred stock is $43.4 million.

(2)

The redemption price is the price at which the preferred stock is redeemable, at MAA’s option, for cash.

See Note 7 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAA Series I preferred stock.  

At-the-Market Share Offering Program

 

The Company has entered into separate distribution agreements with each of J.P. Morgan Securities LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. to establish an at-the-market share offering program, or ATM program, allowing MAA to sell shares of its common stock from time to time into the existing market at current market prices or through negotiated transactions.  Under the ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA.  The ATM program currently has a maturity of September 2021.  MAA has no obligation to issue shares through the ATM program.

 

22


 

During the six months ended June 30, 2021 and 2020, MAA did 0t sell any shares of common stock under its ATM program.  As of June 30, 2021, 3.9 million shares remained issuable under the ATM program.

9.Partners’ Capital of MAALP

Common units of limited partnership interests in MAALP are represented by OP Units.  As of June 30, 2021, there were 118,538,877 OP Units outstanding, 114,919,922, or 96.9%, of which represent Class B OP Units (common units issued to or held by MAALP’s general partner or any of its subsidiaries), which were owned by MAA, MAALP’s general partner.  The remaining 3,618,955 OP Units were Class A OP Units owned by Class A limited partners.  As of June 30, 2020, there were 118,423,860 OP Units outstanding, 114,365,203, or 96.6%, of which were owned by MAA and 4,058,657 of which were owned by the Class A limited partners.

MAA, as the sole general partner of MAALP, has full, complete and exclusive discretion to manage and control the business of MAALP subject to the restrictions specifically contained within MAALP’s agreement of limited partnership, or the Partnership Agreement.  Unless otherwise stated in the Partnership Agreement, this power includes, but is not limited to, acquiring, leasing or disposing of any real property; constructing buildings and making other improvements to properties owned; borrowing money, modifying or extinguishing current borrowings, issuing evidence of indebtedness and securing such indebtedness by mortgage, deed of trust, pledge or other lien on MAALP’s assets; and distribution of MAALP’s cash or other assets in accordance with the Partnership Agreement.  MAA can generally, at its sole discretion, issue and redeem OP Units and determine the consideration to be received or the redemption price to be paid, as applicable.  The general partner may delegate these and other powers granted to it if the general partner remains in supervision of the designee.

Under the Partnership Agreement, MAALP may issue Class A OP Units and Class B OP Units.  Class A OP Units are any OP Units other than Class B OP Units, while Class B OP Units are those issued to or held by MAALP’s general partner or any of its subsidiaries.  In general, the limited partners do not have the power to participate in the management or control of MAALP’s business except in limited circumstances, including changes in the general partner and protective rights if the general partner acts outside of the provisions provided in the Partnership Agreement.  The transferability of Class A OP Units is also limited by the Partnership Agreement.

Net income of MAALP (after allocations to preferred ownership interests) is allocated to the general partner and limited partners based on their respective ownership percentages of MAALP.  Issuance or redemption of additional Class A OP Units or Class B OP Units changes the relative ownership percentage of the partners.  The issuance of Class B OP Units generally occurs when MAA issues common stock and the proceeds from that issuance are contributed to MAALP in exchange for the issuance to MAA of a number of OP Units equal to the number of shares of common stock issued.  Likewise, if MAA repurchases or redeems outstanding shares of common stock, MAALP generally redeems an equal number of Class B OP Units with similar terms held by MAA for a redemption price equal to the purchase price of those shares of common stock.  At each reporting period, the allocation between general partner capital and limited partner capital is adjusted to account for the change in the respective percentage ownership of the underlying capital of MAALP.  Holders of the Class A OP Units may require MAA to redeem their Class A OP Units, in which case MAA may, at its option, pay the redemption price either in cash (in an amount per Class A OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA common stock (subject to adjustment under specified circumstances) for each Class A OP Unit so redeemed.

As of June 30, 2021, a total of 3,618,955 Class A OP Units were outstanding and redeemable for 3,618,955 shares of MAA common stock, with an approximate value of $609.5 million, based on the closing price of MAA’s common stock on June 30, 2021 of $168.42 per share.  As of June 30, 2020, a total of 4,058,657 Class A OP Units were outstanding and redeemable for 4,058,657 shares of MAA common stock, with an approximate value of $465.4 million, based on the closing price of MAA’s common stock on June 30, 2020 of $114.67 per share.  MAALP pays the same per unit distributions in respect to the OP Units as the per share dividends MAA pays in respect to its common stock.

As of June 30, 2021, MAALP had one outstanding series of cumulative redeemable preferred units, or the MAALP Series I preferred units.  The MAALP Series I preferred units have the same characteristics as the MAA Series I preferred stock described in Note 8.  As of June 30, 2021, 867,846 units of the MAALP Series I preferred units were outstanding. See Note 7 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAALP Series I preferred units.

 

 

 

 

 

 

 

23


 

 

10.Commitments and Contingencies

Leases

The Company’s leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring in 2028 related to its corporate headquarters.  Both leases contain stated rent increases that generally compensate for the impact of inflation.  The Company also has other commitments related to immaterial office and equipment operating leases.

The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease obligations recorded on the Condensed Consolidated Balance Sheets as of June 30, 2021 (in thousands):

 

 

 

Operating Leases

 

2021

 

$

1,435

 

2022

 

 

2,894

 

2023

 

 

2,885

 

2024

 

 

2,862

 

2025

 

 

2,872

 

Thereafter

 

 

62,913

 

Total minimum lease payments

 

 

75,861

 

Net present value adjustments

 

 

(44,791

)

Operating lease obligations

 

$

31,070

 

 

Legal Proceedings

In June 2016, plaintiffs Cathi Cleven and Tara Cleven, on behalf of a purported class of plaintiffs, filed a complaint against MAA and the Operating Partnership in the United States District Court for the Western District of Texas, Austin Division.  In January 2017, Areli Arellano and Joe L. Martinez joined the lawsuit as additional plaintiffs.  The lawsuit alleges that the Company (but not Post Properties (see the description of the Brown class action lawsuit below)) charged late fees at its Texas properties that violate Section 92.019 of the Texas Property Code, or Section 92.019, which provides that a landlord may not charge a tenant a late fee for failing to pay rent unless, among other things, the fee is a reasonable estimate of uncertain damages to the landlord that are incapable of precise calculation and result from the late payment of rent.  The plaintiffs are seeking monetary damages and attorneys’ fees and costs.  In September 2018, the District Court certified a class proposed by the plaintiffs. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiffs’ motion for partial summary judgment.  Because the District Court certified a class prior to granting the plaintiffs’ motion for partial summary judgment, the District Court’s ruling applies to the entire class.  In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification.  In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted.  The Company will continue to vigorously defend the action and pursue such appeals.  Management estimates that the Company’s maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $54.6 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded.

In April 2017, plaintiff Nathaniel Brown, on behalf of a purported class of plaintiffs, filed a complaint against the Operating Partnership, as the successor by merger to Post Properties’ primary operating partnership, and MAA in the United States District Court for the Western District of Texas, Austin Division.  The lawsuit alleges that Post Properties (and, following the Post Properties merger in December 2016, the Operating Partnership) charged late fees at its Texas properties that violate Section 92.019.  The plaintiffs are seeking monetary damages and attorney’s fees and costs.  In September 2018, the District Court certified a class proposed by the plaintiff.  Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiff’s motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiff’s motion for partial summary judgment, the District Court’s ruling applies to the entire class.  In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted.  The Company will continue to vigorously defend the action and pursue such appeals.  Management estimates that the Company’s maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $8.4 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded.

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations.  Matters which arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance.  While the resolution of these other matters cannot be predicted with certainty, management does not currently believe that such matters, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows in the event of a negative outcome.

24


 

Loss Contingencies

The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty.  The Company records an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated.  The Company also accrues an estimate of defense costs expected to be incurred in connection with legal matters.  Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances.  When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made.  If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.

The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involves a series of complex judgments about future events.  Among the factors considered in this assessment, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, management’s experience in similar matters, the facts available to management at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding or claim.  Management’s assessment of these factors may change over time as individual proceedings or claims progress.  For matters where management is not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are ultimately expected to be resolved through negotiation and settlement have not reached the point where management believes a reasonable estimate of loss, or range of loss, can be made.  The Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any.

As of June 30, 2021 and December 31, 2020, the Company’s accrual for loss contingencies relating to unresolved legal matters was $5.2 million and $5.3 million in the aggregate, respectively.  The loss contingencies are presented in “Accrued expenses and other liabilities” in the accompanying Condensed Consolidated Balance Sheets.

11.Segment Information

As of June 30, 2021, the Company owned and operated 296 multifamily apartment communities (which does not include development communities under construction) in 15 different states from which it derived all significant sources of earnings and operating cash flows.  The Company views each consolidated apartment community as an operating segment. The Company’s chief operating decision maker, which is the Company’s Chief Executive Officer, evaluates performance and determines resource allocations of each of the apartment communities on a Same Store and Non-Same Store and Other basis, as well as an individual apartment community basis. This is consistent with the aggregation criteria under GAAP as each of the apartment communities generally has similar economic characteristics, facilities, services, and tenants.

The following reflects the 2 reportable segments for the Company:

 

 

Same Store includes communities that the Company has owned and have been stabilized for at least a full 12 months.

 

Non-Same Store and Other includes recently acquired communities, communities in development or lease-up, communities that have been identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in Non-Same Store and Other are non-multifamily activities.

On the first day of each calendar year, the Company determines the composition of its Same Store and Non-Same Store and Other reportable segments for that year as well as adjusts the previous year, which allows the Company to evaluate full period-over-period operating comparisons.  Communities previously in development or lease-up are added to the Same Store portfolio on the first day of the calendar year after the community has been owned and stabilized for at least a full 12 months.  Communities are considered stabilized after achieving 90% average physical occupancy for 90 days.  Communities that have been identified for disposition are excluded from the Same Store portfolio.

The chief operating decision maker utilizes net operating income, or NOI, in evaluating the performance of its operating segments.  Total NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of their status as held for sale.  Management believes that NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance.

25


 

Revenues and NOI for each reportable segment for the three and six months ended June 30, 2021 and 2020 were as follows (in thousands):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Store

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

413,967

 

 

$

395,360

 

 

$

818,023

 

 

$

794,036

 

Other property revenues

 

 

3,355

 

 

 

3,362

 

 

 

6,336

 

 

 

6,056

 

Total Same Store revenues

 

 

417,322

 

 

 

398,722

 

 

 

824,359

 

 

 

800,092

 

Non-Same Store and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

19,198

 

 

 

14,261

 

 

 

36,923

 

 

 

30,991

 

Other property revenues

 

 

407

 

 

 

43

 

 

 

650

 

 

 

41

 

Total Non-Same Store and Other revenues

 

 

19,605

 

 

 

14,304

 

 

 

37,573

 

 

 

31,032

 

Total rental and other property revenues

 

$

436,927

 

 

$

413,026

 

 

$

861,932

 

 

$

831,124

 

Net Operating Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Store NOI

 

$

257,071

 

 

$

248,034

 

 

$

509,801

 

 

$

503,068

 

Non-Same Store and Other NOI

 

 

11,095

 

 

 

7,521

 

 

 

20,902

 

 

 

17,413

 

Total NOI

 

 

268,166

 

 

 

255,555

 

 

 

530,703

��

 

 

520,481

 

Depreciation and amortization

 

 

(131,824

)

 

 

(127,190

)

 

 

(263,327

)

 

 

(253,578

)

Property management expenses

 

 

(13,752

)

 

 

(11,730

)

 

 

(26,691

)

 

 

(26,373

)

General and administrative expenses

 

 

(13,114

)

 

 

(10,557

)

 

 

(26,093

)

 

 

(23,821

)

Interest expense

 

 

(38,867

)

 

 

(42,118

)

 

 

(78,539

)

 

 

(85,600

)

Gain (loss) on sale of depreciable real estate assets

 

 

134,828

 

 

 

2

 

 

 

134,828

 

 

 

(27

)

Gain (loss) on sale of non-depreciable real estate assets

 

 

32

 

 

 

5

 

 

 

32

 

 

 

(371

)

Other non-operating income (expense)

 

 

20,126

 

 

 

14,643

 

 

 

4,213

 

 

 

(13,889

)

Income tax expense

 

 

(2,045

)

 

 

(1,200

)

 

 

(3,044

)

 

 

(1,867

)

Income from real estate joint venture

 

 

325

 

 

 

318

 

 

 

657

 

 

 

725

 

Net income attributable to noncontrolling interests

 

 

(7,397

)

 

 

(2,666

)

 

 

(9,068

)

 

 

(3,970

)

Dividends to MAA Series I preferred shareholders

 

 

(922

)

 

 

(922

)

 

 

(1,844

)

 

 

(1,844

)

Net income available for MAA common shareholders

 

$

215,556

 

 

$

74,140

 

 

$

261,827

 

 

$

109,866

 

Assets for each reportable segment as of June 30, 2021 and December 31, 2020 were as follows (in thousands):

 

 

June 30, 2021

 

 

December 31, 2020

 

Assets:

 

 

 

 

 

 

 

 

Same Store

 

$

9,951,452

 

 

$

10,076,511

 

Non-Same Store and Other

 

 

1,078,121

 

 

 

937,375

 

Corporate assets

 

 

212,547

 

 

 

180,905

 

Total assets

 

$

11,242,120

 

 

$

11,194,791

 

 

12.Real Estate Acquisitions and Dispositions

The following table reflects the Company's acquisition activity for the six months ended June 30, 2021:

Multifamily Development Acquisitions (1)

 

Market

 

Units (2)

 

 

Date Acquired

Novel Daybreak

 

Salt Lake City, UT

 

 

400

 

 

April 2021

Novel West Midtown

 

Atlanta, GA

 

 

340

 

 

April 2021

(1)

These pre-purchase multifamily community developments are being developed through joint ventures with a local developer. The Company owns 80% of each joint venture that owns these properties.

(2)

Represents number of units upon completion of the development.

 

Land Acquisition

 

Market

 

Acres

 

Date Acquired

MAA Westshore

 

Tampa, FL

 

19

 

June 2021

26


 

 

The following table reflects the Company's disposition activity for the six months ended June 30, 2021:

Multifamily Disposition

 

Market

 

Units

 

 

Date Sold

Crosswinds

 

Jackson, MS

 

 

360

 

 

June 2021

Pear Orchard

 

Jackson, MS

 

 

389

 

 

June 2021

Reflection Pointe

 

Jackson, MS

 

 

296

 

 

June 2021

Lakeshore Landing

 

Jackson, MS

 

 

196

 

 

June 2021

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion analyzes the financial condition and results of operations of both MAA and the Operating Partnership, of which MAA is the sole general partner and in which MAA owned a 96.9% interest as of June 30, 2021. MAA conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States.  As of June 30, 2021, we owned and operated 296 apartment communities through the Operating Partnership and its subsidiaries, and we had an ownership interest in one apartment community through an unconsolidated real estate joint venture and had eight development communities under construction.  In addition, as of June 30, 2021, 32 of our apartment communities included retail components.  Our apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of June 30, 2021.

We report in two segments, Same Store and Non-Same Store and Other. Our Same Store segment represents those apartment communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year. Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in our Non-Same Store and Other segment are non-multifamily activities.  Additional information regarding the composition of our segments is included in Note 11 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Risks Associated with Forward Looking Statements

We consider this and other sections of this Quarterly Report on Form 10-Q to contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our expectations for future periods.  Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding the potential impact of the ongoing COVID-19 pandemic on our business, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans expressed or implied by such forward-looking statements.  Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this report may not prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements:

 

the COVID-19 pandemic and measures taken or that may be taken by federal, state and local governmental authorities to combat the spread of the disease;  

 

inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors;

 

exposure 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

27


 

 

increase or collect 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 development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results;

 

unexpected capital needs;

 

material changes in operating costs, including real estate taxes, utilities and insurance costs;

 

inability to obtain appropriate insurance coverage at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverage;

 

ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;

 

level and volatility of interest or capitalization rates or capital market conditions;

 

the effect of any rating agency actions on the cost and availability of new debt financing;

 

the effect of the phase-out of the London Interbank Offered Rate, or LIBOR, as a variable rate debt benchmark by the end of 2021 and the transition to a different benchmark interest rate;

 

significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, 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;

 

cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions;

 

potential liability for environmental contamination;

 

changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations;

 

extreme weather, natural disasters, disease outbreak and other public health events;

 

legal proceedings or class action lawsuits;

 

impact of reputational harm caused by negative press of our actions or policies, whether or not warranted;

 

compliance costs associated with numerous federal, state and local laws and regulations; and

 

other risks identified in this Quarterly Report on Form 10-Q and in other reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly disseminate.

New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events, circumstances or changes in expectations after the date on which this Quarterly Report on Form 10-Q is filed.

28


 

Overview of the Three Months Ended June 30, 2021

For the three months ended June 30, 2021, net income available for MAA common shareholders was $215.6 million as compared to $74.1 million for the three months ended June 30, 2020.  Results for the three months ended June 30, 2021 included $134.8 million of gain on sale of depreciable real estate assets and $13.2 million of non-cash income related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares.  Results for the three months ended June 30, 2020 included $11.7 million of non-cash income related to the embedded derivative in the MAA Series I preferred shares. Revenues for the three months ended June 30, 2021 increased 5.8% as compared to the three months ended June 30, 2020, driven by a 4.7% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the three months ended June 30, 2021 increased by 7.2% as compared to the three months ended June 30, 2020, driven by a 6.3% increase in our Same Store segment. The drivers of these changes are discussed below in the “Results of Operations” section.

Trends

During the three months ended June 30, 2021, revenue growth for our Same Store portfolio was enhanced by strong rent growth achieved on leases going into effect during the quarter and the contribution from rent and fee collection more in line with pre-pandemic levels. The average effective rent per unit for our Same Store portfolio continued to increase from the prior year, up 3.1% for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020. Average effective rent per unit represents the average of gross rent amounts, after the effect of leasing concessions, for occupied apartment units plus prevalent market rates asked for unoccupied apartment units, divided by the total number of units. Leasing concessions represent discounts to the current market rate. We believe average effective rent per unit is a helpful measurement in evaluating average pricing; however, it does not represent actual rental revenue collected per unit.

In addition, for the three months ended June 30, 2021, average physical occupancy for our Same Store portfolio was 96.4%, as compared to 95.4% for the three months ended June 30, 2020. Average physical occupancy is a measurement of the total number of our apartment units that are occupied by residents, and it represents the average of the daily physical occupancy for the period.

An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points in the Southeast, Southwest and Mid-Atlantic regions of the United States. This diversity tends to mitigate exposure to economic issues in any one geographic market or area. We believe that a well-balanced portfolio, including both urban and suburban locations, with a broad range of monthly rent price points, will perform well in “up” cycles as well as better weather “down” cycles. Through our investment in 36 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points.

While the United States economy continues to recover from the effects of the COVID-19 pandemic, demand for apartments during the second quarter of 2021 was strong, as evidenced by the accelerating rent growth we achieved. Demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth.  There does remain some disruption from the pandemic, and we cannot predict when a full economic recovery will occur or if the current recovery will be muted or paused by an acceleration of COVID-19 cases. While our rent growth trends and rent collection trends in the second quarter of 2021 continued to improve, a worsening of the current environment could contribute to uncertain rent collections going forward, suppress demand for apartments and would likely drive rent growth on new leases and renewals lower than what we achieved in the three months ended June 30, 2021. Current elevated supply levels could further affect rent growth for our portfolio, particularly for apartment communities located in urban submarkets.  To date, properties in suburban submarkets have been somewhat less impacted by supply, primarily because new development has been less prevalent in those submarkets.

As we continue to move through this uncertain time, we believe that our portfolio strategy of maintaining a diversity of markets, submarkets, product types and rent price points will serve the company better in this environment than a more concentrated portfolio profile. Our focus during this challenging time has been on working with residents who have been financially impacted by the pandemic on rent payment flexibility. At a portfolio level, we have focused on using our pricing system to maintain strong occupancy. As noted above, average physical occupancy for our Same Store portfolio for the three months ended June 30, 2021 was 96.4%, which we believe positions us well to manage through the current environment and, hopefully, a further improving economy.  

Access to the financial markets remains strong, particularly for high credit rated borrowers.  We have shown our ability to efficiently raise capital through the debt market since the beginning of the pandemic and believe we could do the same in the equity market as necessary. However, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing debt.

29


 

Results of Operations

Comparison of the three months ended June 30, 2021 to the three months ended June 30, 2020

For the three months ended June 30, 2021, we achieved net income available for MAA common shareholders of $215.6 million, a 190.7% increase as compared to the three months ended June 30, 2020, and total revenue growth of $23.9 million, representing a 5.8% increase in property revenues as compared to the three months ended June 30, 2020.  The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.

Property Revenues

The following table reflects our property revenues by segment for the three months ended June 30, 2021 and 2020 (dollars in thousands):

 

 

Three months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Increase

 

 

% Increase

 

Same Store

 

$

417,322

 

 

$

398,722

 

 

$

18,600

 

 

 

4.7

%

Non-Same Store and Other

 

 

19,605

 

 

 

14,304

 

 

 

5,301

 

 

 

37.1

%

Total

 

$

436,927

 

 

$

413,026

 

 

$

23,901

 

 

 

5.8

%

 

The increase in property revenues for our Same Store segment for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 was the primary driver of total property revenue growth.  The Same Store segment generated a 4.7% increase in revenues for the three months ended June 30, 2021, primarily the result of average effective rent per unit growth of 3.1% as compared to the three months ended June 30, 2020.  The increase in property revenues from the Non-Same Store and Other segment for the three months ended June 30, 2021 as compared to three months ended June 30, 2020 was primarily the result of increased revenues from recently completed development properties.  

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the three months ended June 30, 2021 and 2020 (dollars in thousands):

 

 

 

Three months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Increase

 

 

% Increase

 

Same Store

 

$

160,251

 

 

$

150,688

 

 

$

9,563

 

 

 

6.3

%

Non-Same Store and Other

 

 

8,510

 

 

 

6,783

 

 

 

1,727

 

 

 

25.5

%

Total

 

$

168,761

 

 

$

157,471

 

 

$

11,290

 

 

 

7.2

%

 

The increase in property operating expenses for our Same Store segment for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 was primarily driven by increases in insurance expense of $2.2 million, real estate tax expense of $2.2 million and building repairs and maintenance of $2.1 million.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, 2021 was $131.8 million, an increase of $4.6 million as compared to the three months ended June 30, 2020. The increase was primarily driven by the recognition of depreciation expense associated with our development and redevelopment activities completed after June 30, 2020 in the normal course of business through June 30, 2021.

Other Income and Expenses

Property management expenses for the three months ended June 30, 2021 were $13.8 million, an increase of $2.0 million as compared to the three months ended June 30, 2020. General and administrative expenses for the three months ended June 30, 2021 were $13.1 million, an increase of $2.6 million as compared to the three months ended June 30, 2020.  

Interest expense for the three months ended June 30, 2021 was $38.9 million, a decrease of $3.3 million as compared to the three months ended June 30, 2020. The decrease was primarily due to a decrease of 35 basis points in our effective interest rate during the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.  The decrease in our effective interest rate was primarily due to debt retirements subsequent to the second quarter of 2020 and through June 30, 2021, which were retired with proceeds from debt issuances with lower effective interest rates over the same period.  

30


 

For the three months ended June 30, 2021, we disposed of four apartment communities, resulting in gains on sale of depreciable real estate assets of $134.8 million. We did not dispose of any apartment communities during the three months ended June 30, 2020.  

Other non-operating (income) expense for the three months ended June 30, 2021 was $20.1 million of income, an increase of $5.5 million as compared to the three months ended June 30, 2020. The increase was primarily driven by $13.2 million of non-cash income related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares during the three months ended June 30, 2021, compared to the recognition of $11.7 million of non-cash income related to the adjustment of the embedded derivative during the three months ended June 30, 2020.  During the three months ended June 30, 2021, we also recognized $6.3 million of non-cash income from unconsolidated limited partnerships in other non-operating (income) expense compared to $5.0 million of non-cash income from an unconsolidated limited partnership during the three months ended June 30, 2020. During the three months ended June 30, 2021, COVID-19 related expenses recognized in other non-operating (income) expense were negligible compared to the recognition of $2.4 million of COVID-19 related expenses during the three months ended June 30, 2020.

Comparison of the six months ended June 30, 2021 to the six months ended June 30, 2020

For the six months ended June 30, 2021, we achieved net income available for MAA common shareholders of $261.8 million, a 138.3% increase as compared to the six months ended June 30, 2020, and total revenue growth of $30.8 million, representing a 3.7% increase in property revenues as compared to the six months ended June 30, 2020.  The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.

Property Revenues

The following table reflects our property revenues by segment for the six months ended June 30, 2021 and 2020 (dollars in thousands):

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Increase

 

 

% Increase

 

Same Store

 

$

824,359

 

 

$

800,092

 

 

$

24,267

 

 

 

3.0

%

Non-Same Store and Other

 

 

37,573

 

 

 

31,032

 

 

 

6,541

 

 

 

21.1

%

Total

 

$

861,932

 

 

$

831,124

 

 

$

30,808

 

 

 

3.7

%

 

 

The increase in property revenues for our Same Store segment for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was the primary driver of total property revenue growth.  The Same Store segment generated a 3.0% increase in revenues for the six months ended June 30, 2021, primarily the result of average effective rent per unit growth of 2.2%  as compared to the six months ended June 30, 2020.  The increase in property revenues from the Non-Same Store and Other segment for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was primarily the result of increased revenues from recently completed development properties.  

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the six months ended June 30, 2021 and 2020  (dollars in thousands):

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Increase

 

 

% Increase

 

Same Store

 

$

314,558

 

 

$

297,024

 

 

$

17,534

 

 

 

5.9

%

Non-Same Store and Other

 

 

16,671

 

 

 

13,619

 

 

 

3,052

 

 

 

22.4

%

Total

 

$

331,229

 

 

$

310,643

 

 

$

20,586

 

 

 

6.6

%

 

The increase in property operating expenses for our Same Store segment for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was primarily driven by increases in insurance expense of $4.5 million, real estate tax expense of $3.9 million, utility expense of $2.7 million and building repairs and maintenance of $2.6 million.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2021 was $263.3 million, an increase of $9.7 million as compared to the six months ended June 30, 2020. The increase was primarily driven by the recognition of depreciation expense associated with our development and redevelopment activities completed after June 30, 2020 in the normal course of business through June 30, 2021.

31


 

Other Income and Expenses

Property management expenses for the six months ended June 30, 2021 were $26.7 million, an increase of $0.3 million  as compared to the six months ended June 30, 2020. General and administrative expenses for the six months ended June 30, 2021 were $26.1 million, an increase of $2.3 million as compared to the six months ended June 30, 2020.  

Interest expense for the six months ended June 30, 2021 was $78.5 million, a decrease of $7.1 million  as compared to the six months ended June 30, 2020. The decrease was primarily due to a decrease of 33 basis points in our effective interest rate during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.  The decrease in our effective interest rate was primarily due to debt retirements subsequent to the second quarter of 2020 and through June 30, 2021, which were retired with proceeds from debt issuances with lower effective interest rates over the same period.  

For the six months ended June 30, 2021, we disposed of four apartment communities, resulting in gains on sale of depreciable real estate assets of $134.8 million.  We did not dispose of any apartment communities during the six months ended June 30, 2020.

Other non-operating (income) expense for the six months ended June 30, 2021 was $4.2 million of income, an increase of $18.1 million as compared to the six months ended June 30, 2020. The increase was primarily driven by $1.9 million of non-cash expense related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares during the six months ended June 30, 2021 compared to the recognition of  $15.9 million of non-cash expense related to the adjustment of the embedded derivative during the six months ended June 30, 2020.  During the six months ended June 30, 2021, we also recognized $7.9 million of non-cash income from unconsolidated limited partnerships in other non-operating (income) expense compared to $4.9 million of non-cash income from an unconsolidated limited partnership during the six months ended June 30, 2020.  During the six months ended June 30, 2021, we recognized $0.4 million of COVID-19 related expenses in other non-operating (income) expense compared to $2.6 million of COVID-19 related expenses during the six months ended June 30, 2020.

 

Funds from Operations and Core Funds from Operations

Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (computed in accordance with the United States generally accepted accounting principles, or GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests and adjustments for joint ventures. Because noncontrolling interest is added back, FFO, when used in this Quarterly Report on Form 10-Q, represents FFO attributable to the Company.

FFO should not be considered as an alternative to net income available for MAA common shareholders or any other GAAP measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity. Management believes that FFO is helpful to investors in understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets. We believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. While our calculation of FFO is in accordance with the National Association of Real Estate Investment Trusts’, or NAREIT’s, definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs.

Core FFO represents FFO as adjusted for items that are not considered part of our core business operations such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non-depreciable assets, adjustments for gains or losses from unconsolidated limited partnerships, net casualty gain or loss, gain or loss on debt extinguishment, non-routine legal costs and settlements, COVID-19 related costs and mark-to-market debt adjustments. While our definition of Core FFO may be similar to others in the industry, our methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to net income available for MAA common shareholders as an indicator of operating performance. We believe that Core FFO is helpful in understanding our core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance.

32


 

The following table presents a reconciliation of net income available for MAA common shareholders to FFO and Core FFO for the three and six months ended June 30, 2021 and 2020, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands):

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income available for MAA common shareholders

 

$

215,556

 

 

$

74,140

 

 

$

261,827

 

 

$

109,866

 

Depreciation and amortization of real estate assets

 

 

130,031

 

 

 

125,668

 

 

 

259,783

 

 

 

250,514

 

(Gain) loss on sale of depreciable real estate assets

 

 

(134,828

)

 

 

(2

)

 

 

(134,828

)

 

 

27

 

Depreciation and amortization of real estate assets

   of real estate joint venture

 

 

154

 

 

 

153

 

 

 

309

 

 

 

305

 

Net income attributable to noncontrolling interests

 

 

7,397

 

 

 

2,666

 

 

 

9,068

 

 

 

3,970

 

FFO attributable to the Company

 

 

218,310

 

 

 

202,625

 

 

 

396,159

 

 

 

364,682

 

(Gain) loss from embedded derivative in preferred shares(1)

 

 

(13,168

)

 

 

(11,693

)

 

 

1,940

 

 

 

15,945

 

(Gain) loss on sale of non-depreciable real estate assets

 

 

(32

)

 

 

(5

)

 

 

(32

)

 

 

371

 

Gain from unconsolidated limited partnerships, net of tax(1)(2)

 

 

(4,962

)

 

 

(4,262

)

 

 

(6,246

)

 

 

(4,185

)

Net casualty (gain) loss and other settlement proceeds(3)

 

 

(595

)

 

 

(151

)

 

 

1,760

 

 

 

696

 

Loss (gain) on debt extinguishment(1)

 

 

 

 

 

 

 

 

37

 

 

 

(1

)

Non-routine legal costs and settlements(1)

 

 

 

 

 

 

 

 

(16

)

 

 

40

 

COVID-19 related costs(1)

 

 

109

 

 

 

2,411

 

 

 

419

 

 

 

2,607

 

Mark-to-market debt adjustments(4)

 

 

83

 

 

 

(58

)

 

 

166

 

 

 

(92

)

Core FFO

 

$

199,745

 

 

$

188,867

 

 

$

394,187

 

 

$

380,063

 

 

(1)

Included in “Other non-operating (income) expense” in the Condensed Consolidated Statements of Operations.

(2)

For the three and six months ended June 30, 2021, $6.3 million and $7.9 million, respectively, of gains from unconsolidated limited partnerships are offset by $1.3 million and $1.7 million, respectively, of income tax expense.  For the three and six months ended June 30, 2020, $5.0 million and $4.9 million, respectively, of gains from unconsolidated limited partnerships are offset by $0.7 million of income tax expense.  

(3)

During the six months ended June 30, 2021, we incurred $37.3 million in casualty losses related to winter storm Uri (primarily building repairs, landscaping and asset write-offs).  We expect the majority of the storm costs to be reimbursed through insurance coverage.  A receivable has been recognized in “Other non-operating (income) expense” for the amount of the recorded losses that we expect to be recovered.  Additional costs related to the storm that are not expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, are reflected in this adjustment.  The adjustment is primarily included in “Other non-operating (income) expense” in the Condensed Consolidated Statements of Operations.  

(4)

Included in “Interest expense” in the Condensed Consolidated Statements of Operations.

 

Core FFO for the three months ended June 30, 2021 was $199.7 million, an increase of $10.9 million as compared to the three months ended June 30, 2020, primarily as a result of an increase in property revenues of $23.9 million partially offset by increases in property operating expenses, excluding depreciation and amortization, of $11.3 million.

 

Core FFO for the six months ended June 30, 2021 was $394.2 million, an increase of $14.1 million as compared to the six months ended June 30, 2020, primarily as a result of an increase in property revenues of $30.8 million and a decrease in interest expense of $7.1 million. The increases to Core FFO were offset by increases in property operating expenses, excluding depreciation and amortization, of $20.6 million.

Liquidity and Capital Resources

Our cash flows from operating, investing and financing activities, as well as general economic and market conditions, are the principal factors affecting our liquidity and capital resources.

Operating Activities

Net cash provided by operating activities was $397.3 million for the six months ended June 30, 2021 as compared to $389.6 million for the six months ended June 30, 2020.  The increase in operating cash flows was primarily driven by our operating performance partially offset by the timing of cash payments.

33


 

Investing Activities

Net cash used in investing activities was $132.5 million for the six months ended June 30, 2021 as compared to $197.8 million for the six months ended June 30, 2020.  The primary drivers of the change were as follows (dollars in thousands):

 

 

Primary drivers of cash (outflow) inflow

 

 

 

 

 

 

 

during the six months ended June 30,

 

 

(Decrease) Increase

 

 

 

2021

 

 

2020

 

 

in Net Cash

 

Purchases of real estate and other assets

 

$

(46,028

)

 

$

(5,004

)

 

$

(41,024

)

Capital improvements, development and other

 

 

(247,544

)

 

 

(191,850

)

 

 

(55,694

)

Proceeds from disposition of real estate assets

 

 

161,756

 

 

 

660

 

 

 

161,096

 

 

The increase in cash outflows for purchases of real estate and other assets was driven by acquisition activity during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.  The increase in cash outflows for capital improvements, development and other was primarily driven by increased development and redevelopment capital spend during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. The increase in cash inflows related to proceeds from disposition of real estate assets was driven by the disposition activity during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.

Financing Activities

Net cash used in financing activities was $257.4 million for the six months ended June 30, 2021 as compared to $226.7 million for the six months ended June 30, 2020.  The primary drivers of the change were as follows (dollars in thousands):

 

 

 

Primary drivers of cash inflow (outflow)

 

 

 

 

 

 

 

during the six months ended June 30,

 

 

Increase (Decrease)

 

 

 

2021

 

 

2020

 

 

in Net Cash

 

Net change in commercial paper

 

$

108,000

 

 

$

20,000

 

 

 

88,000

 

Principal payments on notes payable

 

 

(119,481

)

 

 

(3,483

)

 

 

(115,998

)

Dividends paid on common shares

 

 

(234,591

)

 

 

(228,618

)

 

 

(5,973

)

 

The increase in cash inflows related to the net change in commercial paper resulted from the increase in net borrowings of $108.0 million on our commercial paper program during the six months ended June 30, 2021, as compared to the increase in net borrowings of $20.0 million on our commercial paper program during the six months ended June 30, 2020.  The increase in cash outflows from principal payments on notes payable primarily resulted from the retirement of $118.6 million of property mortgages during the six months ended June 30, 2021.  The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $2.05 per share during the six months ended June 30, 2021, as compared to the dividend rate of $2.00 per share during the six months ended June 30, 2020.

Equity

As of June 30, 2021, MAA owned 114,919,922 OP Units, comprising a 96.9% limited partnership interest in MAALP, while the remaining 3,618,955 outstanding OP Units were held by limited partners of MAALP other than MAA.  Holders of OP Units (other than MAA) may require us to redeem their OP Units from time to time, in which case we may, at our option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.  MAA has registered under the Securities Act 3,618,955 shares of its common stock that, as of June 30, 2021, were issuable upon redemption of OP Units, in order for those shares to be sold freely in the public markets.

We have entered into separate distribution agreements with each of J.P. Morgan Securities LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. to establish an ATM program allowing MAA to sell shares of its common stock from time to time into the existing market at current market prices or through negotiated transactions.  Under the ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA.  The ATM program currently has a maturity of September 2021.  MAA has no obligation to issue shares through the ATM program.

During the six months ended June 30, 2021 and 2020, MAA did not sell any shares of common stock under its ATM program. As of June 30, 2021, 3.9 million shares remained issuable under the ATM program.

For more information regarding our equity capital resources, see Note 8 and Note 9 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

34


 

Debt

The following schedule reflects our fixed and variable rate debt outstanding as of June 30, 2021 (dollars in thousands):

 

 

 

Principal Balance

 

 

Average Years to Rate Maturity

 

 

Effective Rate

 

Unsecured debt

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate senior notes

 

$

3,922,000

 

 

 

5.6

 

 

 

3.6

%

Variable rate commercial paper

 

 

280,000

 

 

 

0.1

 

 

 

0.2

%

Debt issuance costs, discounts, premiums and fair market value adjustments

 

 

(14,708

)

 

 

 

 

 

 

 

 

Total unsecured debt

 

$

4,187,292

 

 

 

5.2

 

 

 

3.4

%

Secured debt

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate property mortgages

 

$

369,227

 

 

 

27.2

 

 

 

4.4

%

Debt issuance costs

 

 

(3,282

)

 

 

 

 

 

 

 

 

Total secured debt

 

$

365,945

 

 

 

27.2

 

 

 

4.4

%

Total debt

 

$

4,553,237

 

 

 

7.0

 

 

 

3.5

%

Total fixed rate debt

 

$

4,273,237

 

 

 

7.4

 

 

 

3.7

%

 

The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of June 30, 2021 (dollars in thousands):

 

 

 

Commercial Paper & Revolving Credit Facility ⁽¹⁾ ⁽²⁾

 

 

Public Bonds

 

 

Other Unsecured

 

 

Secured

 

 

Total

 

2021

 

$

280,000

 

 

$

 

 

$

72,750

 

 

$

 

 

$

352,750

 

2022

 

 

 

 

 

249,465

 

 

 

116,903

 

 

 

 

 

 

366,368

 

2023

 

 

 

 

 

348,497

 

 

 

12,236

 

 

 

 

 

 

360,733

 

2024

 

 

 

 

 

397,615

 

 

 

19,966

 

 

 

 

 

 

417,581

 

2025

 

 

 

 

 

396,611

 

 

 

 

 

 

6,119

 

 

 

402,730

 

2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2027

 

 

 

 

 

595,369

 

 

 

 

 

 

 

 

 

595,369

 

2028

 

 

 

 

 

395,782

 

 

 

 

 

 

 

 

 

395,782

 

2029

 

 

 

 

 

561,082

 

 

 

 

 

 

 

 

 

561,082

 

2030

 

 

 

 

 

297,023

 

 

 

 

 

 

 

 

 

297,023

 

Thereafter

 

 

 

 

 

443,993

 

 

 

 

 

 

359,826

 

 

 

803,819

 

Total

 

$

280,000

 

 

$

3,685,437

 

 

$

221,855

 

 

$

365,945

 

 

$

4,553,237

 

 

(1)

The $280.0 million maturing in 2021 reflects the principal outstanding under MAALP’s unsecured commercial paper program as of June 30, 2021.  Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $500.0 million.  For the three months ended June 30, 2021, average daily borrowings outstanding under the commercial paper program were $401.8 million.

(2)

There were no borrowings outstanding under MAALP’s $1.0 billion unsecured revolving credit facility as of June 30, 2021.  The unsecured revolving credit facility has a maturity date of May 2023 plus two six-month extensions.

The following schedule reflects the interest rate maturities of our outstanding fixed rate debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of June 30, 2021 (dollars in thousands):

 

 

 

Fixed Rate Debt

 

 

Effective Rate

 

2021

 

$

72,750

 

 

 

5.4

%

2022

 

 

366,368

 

 

 

3.6

%

2023

 

 

360,733

 

 

 

4.2

%

2024

 

 

417,581

 

 

 

4.0

%

2025

 

 

402,730

 

 

 

4.2

%

2026

 

 

 

 

 

 

2027

 

 

595,369

 

 

 

3.7

%

2028

 

 

395,782

 

 

 

4.2

%

2029

 

 

561,082

 

 

 

3.7

%

2030

 

 

297,023

 

 

 

3.1

%

Thereafter

 

 

803,819

 

 

 

3.0

%

Total

 

$

4,273,237

 

 

 

3.7

%

35


 

 

Unsecured Revolving Credit Facility & Commercial Paper

In May 2019, MAALP closed on a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, or Wells Fargo, and fourteen other banks, which we refer to as the Credit Facility.  The Credit Facility replaced our previous unsecured revolving credit facility and includes an expansion option up to $1.5 billion.  The Credit Facility bears an interest rate of LIBOR plus a spread of 0.75% to 1.45% based on an investment grade pricing grid.  The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods.  As of June 30, 2021, there was no outstanding balance under the Credit Facility, while $3.4 million of capacity was used to support outstanding letters of credit.  The Credit Facility serves as our primary source of short-term liquidity.

After December 31, 2021, certain tenors of the U.S. dollar, or USD, LIBOR will cease to be published with all remaining tenors of the USD LIBOR ceasing publication after June 30, 2023.  Currently, our exposure to the phase-out of LIBOR is limited to the Credit Facility.  The terms of the Credit Facility allow for the transition to an alternate benchmark interest rate, including the secured overnight financing rate, or SOFR, to replace any outstanding USD LIBOR borrowings at the time USD LIBOR is no longer published.

In May 2019, MAALP established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate amount outstanding of $500.0 million. As of June 30, 2021, there was $280.0 million outstanding under the commercial paper program.

Unsecured Senior Notes

As of June 30, 2021, we had $3.7 billion of publicly issued unsecured senior notes and $222.0 million of privately placed unsecured senior notes outstanding.

Secured Property Mortgages

We maintain secured property mortgages with various life insurance companies.  These mortgages are usually fixed rate and can range from five to 30 years in maturity.  As of June 30, 2021, we had $369.2 million of secured property mortgages with a weighted average interest rate of 4.40%.

In February 2021, we retired a $118.6 million mortgage associated with eight apartment communities prior to its June 2021 maturity.

For more information regarding our debt capital resources, see Note 6 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As of June 30, 2021 and 2020, we had an ownership interest in a limited liability company that owns one apartment community comprised of 269 units, located in Washington, D.C.  We also had ownership interests in two technology-focused limited partnerships as of June 30, 2021. Our interests in these investments are unconsolidated and are recorded using the equity method as we do not have a controlling interest.

As of June 30, 2021 and 2020, we did not have any relationships, including those with unconsolidated entities or financial partnerships, for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  In addition, we do not engage in trading activities involving non-exchange traded contracts.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.  We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties other than those disclosed in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

Insurance

We carry comprehensive general liability coverage on our apartment communities, with limits of liability we believe are customary within the multifamily apartment industry, to insure against liability claims and related defense costs. We also maintain insurance against the risk of direct physical damage to reimburse us on a replacement cost basis for costs incurred to repair or rebuild any property, including loss of rental income during the reconstruction period.

We renegotiated our insurance programs effective July 1, 2021. We believe that the current property and casualty insurance program in place provides appropriate insurance coverage for financial protection against insurable risks such that any insurable loss experienced that can be reasonably anticipated would not have a significant impact on our liquidity, financial position or results of operations.

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Inflation

Our resident leases at our apartment communities allow for adjustments in the rental rate at the time of renewal, which may enable us to seek rent increases.  The majority of our leases are for one year or less. The short-term nature of these leases generally serves to reduce our risk to adverse effects of inflation.

Critical Accounting Policies and Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021, for discussions of our critical accounting policies.  During the six months ended June 30, 2021, there were no material changes to these policies.  For more information on recent accounting pronouncements that could have a material impact on our condensed consolidated financial statements see Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our borrowings. As of June 30, 2021, 18.6% of our total market capitalization consisted of debt borrowings. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of fixed rate debt instruments and interest rate swaps to effectively fix the interest rate on anticipated future debt transactions. We use our best efforts to have our debt instruments mature across multiple years, which we believe limits our exposure to interest rate changes in any one year. We do not enter into derivative instruments for trading or other speculative purposes.  As of June 30, 2021, 93.9% of our outstanding debt was subject to fixed rates.  We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest rate fluctuations.  There have been no material changes in our market risk as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

Item 4.Controls and Procedures.

Mid-America Apartment Communities, Inc.

(a) Evaluation of Disclosure Controls and Procedures

MAA is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15.  MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of MAA’s disclosure controls and procedures as of June 30, 2021.  Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2021 to ensure that information required to be disclosed by MAA in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to MAA’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting.

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Mid-America Apartments, L.P.

(a) Evaluation of Disclosure Controls and Procedures

The Operating Partnership is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the Operating Partnership’s disclosure controls and procedures as of June 30, 2021.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, concluded that the disclosure controls and procedures were effective as of June 30, 2021 to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

 

PART II – OTHER INFORMATION

Item 1.

As disclosed in Note 10 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, we are engaged in certain legal proceedings, and the disclosure set forth in Note 10 relating to legal proceedings is incorporated herein by reference.

Item 1A.

Risk Factors.

Other than the risk factor set forth below, there have been no material changes to the risk factors that were discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

 

Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties.

 

We must own, operate, manage, acquire, develop and redevelop our properties in compliance with numerous federal, state and local laws and regulations. For example, the Americans with Disabilities Act of 1990, the Fair Housing Act of 1988 and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing apartment communities. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features that increase our construction costs. We cannot ascertain the costs of compliance with these laws, which may be substantial.

We do not know whether the legal requirements we are subject to will change or whether new requirements will be imposed.  Changes in laws and regulations could require us to make significant unanticipated expenditures and limit our ability to recover increases in operating expenses, impose limitations on our ability to increase rents or charge certain fees, impose limitations on our ability to enforce remedies for the failure to pay rent or otherwise adversely impact our operations.  For example, as the eviction moratoria enacted in light of the COVID-19 pandemic begin to lapse, many state and local governments are implementing policies to prevent or delay formal eviction proceedings, and the federal government is urging all states to adopt eviction diversion strategies. In June 2021, the U.S. Justice Department sent a letter to the chief justices of state supreme courts and state court administrators encouraging immediate enactment of eviction diversion policies, including, among others, a requirement for landlords to apply for rental assistance prior to filing for eviction and the extension of pending eviction cases to provide sufficient time for rental assistance applications to be processed, while also recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants. In addition, we have seen an increase in state and local governments implementing, considering or being urged by tenant advocacy groups to consider rent control or rent stabilization laws and regulations as well as tenants’ rights laws and regulations.  Any such future enactments in the markets in which we operate could have a significant adverse impact on our results of operations and the value of our properties.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities

The following table reflects repurchases of shares of MAA’s common stock during the three months ended June 30, 2021:

 

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid per Share (2)

 

 

Total Number of Share 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, 2021 - April 30, 2021

 

 

49,826

 

 

$

146.64

 

 

 

 

 

 

4,000,000

 

May 1, 2021 - May 31, 2021

 

 

 

 

$

 

 

 

 

 

 

4,000,000

 

June 1, 2021 - June 30, 2021

 

 

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$

162.90

 

 

 

 

 

 

4,000,000

 

Total

 

 

49,868

 

 

 

 

 

 

 

 

 

 

4,000,000

 

(1)

The shares reflected in this column are shares of MAA’s common stock surrendered by employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares under the Second Amended and Restated 2013 Stock Incentive Plan.

(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 are available for purchase under the 4.0 million share repurchase program authorized by MAA’s Board of Directors in December 2015.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.Exhibits.

 

(a)

The following exhibits are filed as part of this report.

 

Exhibit

Number

 

Exhibit Description

 

 

 

 

 

 

    3.1

 

Composite Charter of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 24, 2017 and incorporated herein by reference)

 

 

 

    3.2

 

Fourth Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of March 13, 2018 (filed as Exhibit 3.2(i) to the Registrant’s Current Report on Form 8-K filed on March 14, 2018 and incorporated herein by reference)

 

 

 

    3.3

 

Composite Certificate of Limited Partnership of Mid-America Apartments, L.P. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference)

 

 

 

    3.4

 

Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. dated as of October 1, 2013 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2013 and incorporated herein by reference)

 

 

 

    3.5

 

First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2016 and incorporated herein by reference)

 

 

 

  31.1

 

MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  31.2

 

MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  31.3

 

MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  31.4

 

MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  32.1

 

MAA 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

 

MAA 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

 

 

 

39


 

  32.3

 

MAALP 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

 

 

 

  32.4

 

MAALP Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101

 

Interactive Data Files submitted pursuant to Rule 405 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (Inline XBRL)

 

 

 

104

 

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

40


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

 

 

 

 

Date:

July 29, 2021

By:

/s/ A. Clay Holder

 

 

 

A. Clay Holder

 

 

 

Senior Vice President and Chief Accounting Officer

 

 

 

(Duly Authorized Officer)

 

41


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

MID-AMERICA APARTMENTS, L.P.

 

 

By:

Mid-America Apartment Communities, Inc., its general partner

 

 

 

 

Date:

July 29, 2021

 

/s/ A. Clay Holder

 

 

 

A. Clay Holder

 

 

 

Senior Vice President and Chief Accounting Officer

 

 

 

(Duly Authorized Officer)

 

42