L
F
,
E
L
L
I
V
N
O
S
K
C
A
J
:
E
D
I
S
R
E
V
I
R
0
2
2
2 0 1 5 A N N U A L R E P O R T
T O M Y F E L L O W S H A R E H O L D E R S ,
MAA HAD A TERRIFIC YEAR OF PERFORMANCE IN 2015.
SUPPORTED BY RECORD AVERAGE DAILY OCCUPANCY OF
96.1%, SAME STORE NET OPERATING INCOME INCREASED
A STRONG 7.2%.
Over the past several years, we’ve focused on steadily recycling capital from older properties into
newer investments that we believe will help support higher long-term earnings. We saw record volume
in 2015. We took advantage of the robust investor appetite for multifamily real estate and sold 21
apartment properties capturing gains of $190 million and generating a 14.1% internal rate of return on
the capital invested. MAA’s balance sheet continued to gain strength during the year as our financial
leverage was further reduced, fixed-charge coverage improved and our unencumbered asset
base grew to 72% of total gross assets. All of these metrics are stronger than at any point in our
22-year history as a public company.
MA A : 2015 Annual Report
This strong performance supported a solid year of investment return for MAA shareholders with a sector-leading total
shareholder return of 26.5% for calendar year 2015. Our Board of Directors recently increased MAA’s annual dividend
rate to $3.28, a record-high 6.5% increase. Our earnings growth rate has continued to improve and our dividend
coverage is stronger than at any point in our company history.
The outlook for the apartment business remains favorable. The growing impact of the millennial generation and their
propensity to rent their housing, along with the continued recovery in the economy and employment market, support a
growing demand for apartments. While we continue to believe that our industry will retain its long-established cyclical
tendencies, absent a material slowdown in the economy, we should continue to capture rent growth above long-term
trends over the near term.
Our long-term performance goals for shareholder capital and the strategy we employ remain anchored with an objective
to outperform over the “full cycle.” We believe that strength and proper positioning for the down part of the cycle
affords the best opportunities for meaningful value creation. It also protects against value destruction that can
happen during periods of contraction. Demonstrated by our results over the past few years, we use the up cycles to
build platform strength, to fine-tune our systems and take advantage of the strong leasing conditions to deliver solid
performance and results.
Our full-cycle strategy includes focusing on deploying capital across the high-growth Sunbelt region in a balanced and
well-diversified manner. Through investing in both large and secondary markets, balanced across urban, suburban,
inner loop and satellite city locations, we are able to capture a lower level of earnings volatility across the full economic
cycle. Our ability to drive high-quality recurring earnings supports steady dividend growth and the opportunity to
compound value over the long haul.
As a consequence of our active capital recycling efforts over the past five years, we’ve meaningfully repositioned
the portfolio with a higher-end product that appeals to a broad segment of the rental market. With the large-scale
efficiencies and sophisticated capabilities of our operating platform and investment-grade balance sheet, we capture
numerous competitive advantages. Those advantages support an ability to drive long-term investment value surpassing
the performance generally associated with the pricing for apartment real estate in the markets where we operate. At its
core, MAA’s ability to compound value at attractive rates over time is based on a simple principle of investing capital
in apartment real estate at pricing that is at a discount to the capability of our platform to generate outperformance.
We believe our full cycle performance objectives and unique strategy within the publicly-traded apartment REIT sector
have been critical factors in supporting our ability to generate top-tier, long-term results for shareholders. The catalyst
for these solid results not only in 2015 but over the past 22 years is the hard work and commitment that our associates
bring to their roles each day at MAA in surpassing expectations of those we serve.
In closing, I want to express my sincere appreciation for our Board of Directors who provide wise counsel, oversight
and support to our team. In accordance with our retirement policy, Ralph Horn, our co-lead independent director who
has served on our board for the past 18 years, and John Spiegel who served first the former Colonial shareholders and
then the MAA shareholders for a combined 13 years, will be retiring effective with our upcoming shareholder meeting
in May. All of us at MAA are grateful for their many years of dedicated service to our company and shareholders.
H. Eric Bolton, Jr.
Chairman and Chief Executive Officer
MA A : 2015 Annual Report 1
O U R S T R A T E G Y
A BALANCED PORTFOLIO
SUPPORTING SUPERIOR
FULL CYCLE PERFORMANCE
Carefully selected to take advantage of
favorable demographic trends in high growth
markets, our Sunbelt locations appeal to a
broad segment of apartment renters.
79,496
UNITS
254
COMMUNITIES
15
STATES
C H A R L O T T E
R A L E I G H
ONE OF THE FASTEST
GROWING CITIES
IN THE COUNTRY
-U.S. Census Bureau, 2015
TOP 10 CITIES
FOR YOUNG
ADULTS
-Forbes, 2014
N A S H V I L L E
TOP TEN BEST
CITIES FOR BUSINESS
AND CAREERS
-Forbes, 2014
A U S T I N
ONE OF AMERICA’S
BEST CITIES FOR SINGLES
-Travel + Leisure, 2016
LARGE MARKETS
SECONDARY MARKETS
2 MA A : 2015 Annual Report
C H A R L E S T O N
TOP 10
CITIES
FOR JOB
CREATION
-Forbes, 2015
J A C K S O N V I L L E
BEST CITY
TO START A
BUSINESS
-WalletHub, 2014
A T L A N T A
TOP 10 CITIES
FOR MILLENNIALS
-Money, 2015
S U P E R I O R C O M P O U N D I N G P E R F O R M A N C E
RETURN ON INVESTMENT
VALUE OF $10,000 INVESTMENT AT DECEMBER 31
105,000
105,000
95,000
95,000
85,000
85,000
75,000
75,000
65,000
65,000
55,000
55,000
45,000
45,000
35,000
35,000
25,000
25,000
15,000
15,000
5,000
5,000
$94,872
$94,872
$56,924
$56,924
$47,903
$47,903
$20,799
$20,799
2000
2000
2001
2001
2002
2002
2003
2003
2004
2004
2005
2005
2006
2006
2007
2007
2008
2008
2009
2009
2010
2010
2011
2011
2012
2012
2013
2013
2014
2014
2015
2015
MAA INVESTMENT
MULTIFAMILY PEERS*
MSCI US REIT (RMS)
S&P 500
*Multifamily Peers: AIV, AVB, CPT, EQR, ESS, PPS, UDR
Source: S&P Global Market Intelligence
TOTAL ANNUAL SHAREHOLDER RETURNS
1-YE AR
26.5%
26.5%
14.4%
14.4%
2.8%
2.8%
1.4%
1.4%
15-YE AR
20-YE AR
MAA
MAA
MULTIFAMILY
PEERS*
MULTIFAMILY
PEERS*
SNL US
REIT EQUITY
SNL US
REIT EQUITY
S&P 500
S&P 500
16.2%
16.2%
11.8%
11.8%
11.5%
11.5%
5%
5%
MAA
MAA
MULTIFAMILY
PEERS*
MULTIFAMILY
PEERS*
SNL US
REIT EQUITY
SNL US
REIT EQUITY
S&P 500
S&P 500
13.8%
13.8%
13.3%
13.3%
11.1%
11.1%
8.2%
8.2%
MAA
MAA
MULTIFAMILY
PEERS*
MULTIFAMILY
PEERS*
SNL US
REIT EQUITY
SNL US
REIT EQUITY
S&P 500
S&P 500
*Multifamily Peers: AIV, AVB, CPT, EQR, ESS, PPS, UDR
Source: S&P Global Market Intelligence
MA A : 2015 Annual Report 3
C
O
L
O
N
I
A
L
R
E
S
E
R
V
E
A
T
M
E
D
I
C
A
L
D
I
S
T
R
I
C
T
:
D
A
L
L
A
S
,
T
X
D E L I V E R I N G S T R O N G S H A R E H O L D E R V A L U E
87 CONSECUTIVE CASH DIVIDENDS PAID
ANNUAL DIVIDENDS PAID
$2.30
$2.32
$2.34
$2.34
$2.34
$2.34
$2.35
$2.38
$2.42
$2.46
$2.46 $2.46
$2.51
$2.20
$2.14
$2.00 $2.04
$3.08
$2.92
$2.78
$2.64
$3.00
$2.50
$2.00
$1.50
$1.00
$1.21
1994 1995 1996 1997 1998 1999
2000
2001
2002 2003 2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Source: Company Data
4 MA A : 2015 Annual Report
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 1
OPERATOR ABIGAELS
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(mark one)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o
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.)
Tennessee (Mid-America Apartments, L.P.)
(State or other jurisdiction of incorporation or organization)
62-1543819
62-1543816
(IRS Employer Identification Number)
6584 Poplar Avenue, Memphis, Tennessee, 38138
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (901) 682-6600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
YES ý No o
YES o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
YES o No ý
YES o No ý
Name of each exchange on which registered
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.
YES ý No o
YES ý No o
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
YES ý No o
YES ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act. (Check one)
Mid-America Apartment Communities, Inc.
Large accelerated filer ý
Accelerated filer o
Mid-America Apartments, L.P.
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Large accelerated filer o
Non-accelerated filer ý
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Accelerated filer o
Smaller reporting company o
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
YES o No ý
YES o No ý
The aggregate market value of the 49,831,920 shares of the registrant’s common stock held by non-affiliates of Mid-America Apartment Communities, Inc. was
approximately $3,628,262,095 based on the closing price of $72.81 as reported on the New York Stock Exchange on June 30, 2015. This calculation excludes shares of common
stock held by the registrant’s officers and directors and each person known by the registrant to beneficially own more than 5% of the registrant’s outstanding shares, as such
persons may be deemed to be affiliates. This determination of affiliate status should not be deemed conclusive for any other purpose. As of February 19, 2016 there were
75,431,785 shares of Mid-America Apartment Communities, Inc. common stock outstanding.
There is no public trading market for the partnership units of Mid-America Apartments, L.P. As a result, an aggregate market value of the partnership units of Mid-
America Apartments, L.P. cannot be determined.
Documents Incorporated by Reference
Portions of the proxy statement for the annual shareholders meeting of Mid-America Apartment Communities, Inc. to be held on May 19, 2016 are incorporated by
reference into Part III of this report. We expect to file our proxy statement within 120 days after December 31, 2015.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 2
OPERATOR ABIGAELS
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
TABLE OF CONTENTS
Item
1.
1A.
1B.
2.
3.
4.
PART I
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
PART II
Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. . . . . . . . . .
Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence. . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Exhibits and Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
Page
6
14
27
27
37
38
39
42
47
62
63
63
63
64
65
65
65
65
65
66
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 3
OPERATOR ABIGAELS
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2015 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. Unless the context
otherwise requires, all references in this report 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, the
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 and “shareholders” means the
holders of shares of MAA’s common stock. The limited partnership interests of the Operating Partnership are referred
to as “OP Units” and the holders of the OP Units are referred to as “unitholders”. This combined Form 10-K is being
filed separately by MAA and MAALP.
As of December 31, 2015, MAA owned 75,408,571 units (or approximately 94.8%) of the limited partnership
interests of the Operating Partnership. MAA conducts substantially all of its business and holds substantially
all of its assets 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 annual reports on Form 10-K of MAA and the Operating Partnership, including the
notes to the consolidated financial statements, into this single 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.
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. 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; therefore, MAA does
not conduct business itself, other than 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 our 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 partnership units.
The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas
of difference between the 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 interest, preferred units, treasury shares, accumulated
other comprehensive income and redeemable common units. The Operating Partnership’s capital may include common
capital and preferred capital of the general partner (MAA), limited partners’ preferred capital, limited partners’
noncontrolling interest, accumulated other comprehensive income and redeemable common units. Redeemable
common units represent the number of outstanding limited partnership units as of the date of the applicable balance
sheet, valued at the greater of the closing market price of MAA’s common stock or the aggregate value of the individual
partners’ capital balances. Holders of OP Units (other than MAA and its corporate affiliates) 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
3
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 4
OPERATOR ABIGAELS
amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock
Exchange over a specified period prior to the redemption date) or by delivering one share of our common stock (subject
to adjustment under specified circumstances) for each OP Unit so redeemed.
In order to highlight the material differences between MAA and the Operating Partnership, this Report includes
sections that separately present and discuss areas that are materially different between MAA and the Operating
Partnership, including:
•
•
•
•
•
the selected financial data in Item 6 of this Report;
the consolidated financial statements in Item 8 of this report;
certain accompanying notes to the financial statements, including Note 3 - Earnings per Common Share of
MAA and Note 4 - Earnings per OP Unit of MAALP; Note 10 - Shareholders’ Equity of MAA and Note 11 -
Partners’ Capital of MAALP; and Note 19 - Selected Quarterly Financial Information of MAA (Unaudited)
and Note 20 - Selected Quarterly Financial Information of MAALP (Unaudited);
the controls and procedures in Item 9A of this report; and
the certifications of the Chief Executive Officer and Chief Financial Officer of MAA included as Exhibits 31
and 32 to this report.
In the sections that combine disclosure for MAA and the Operating Partnership, this report 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 the business is one enterprise and
we operate the business through the Operating Partnership.
4
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 5
OPERATOR ABIGAELS
PART I
RISKS ASSOCIATED WITH FORWARD LOOKING STATEMENTS
We consider this and other sections of this Annual Report on Form 10-K to contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended 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 may include, without limitation, statements
concerning property acquisitions and dispositions, joint venture activity, development and renovation activity as well
as other capital expenditures, capital raising activities, rent and expense growth, occupancy, financing activities and
interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” 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 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 future results to differ materially from those expressed in
the forward-looking statements:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
inability to generate sufficient cash flows due to market conditions, changes in supply and/or demand,
competition, uninsured losses, changes in tax and housing laws, or other factors;
exposure, as a multifamily focused REIT, to risks inherent in investments in a single industry and sector;
adverse changes in real estate markets, including, but not limited to, the extent of future demand for
multifamily units in our significant markets, barriers of entry into new markets which we may seek to
enter in the future, limitations on our ability to increase rental rates, competition, our ability to identify and
consummate attractive acquisitions or development projects on favorable terms, our ability to consummate
any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds
in a manner that generates favorable returns;
failure of new acquisitions to achieve anticipated results or be efficiently integrated;
failure of development communities to be completed, if at all, within budget and on a timely basis or to
lease-up as anticipated;
unexpected capital needs;
changes in operating costs, including real estate taxes, utilities and insurance costs;
losses from catastrophes in excess of our insurance coverage;
ability to obtain financing at favorable rates, if at all, and refinance existing debt as it matures;
level and volatility of interest or capitalization rates or capital market conditions;
loss of hedge accounting treatment for interest rate swaps or interest rate caps;
the continuation of the good credit of our interest rate swap and cap providers;
price volatility, dislocations and liquidity disruptions in the financial markets and the resulting impact
on financing;
the effect of any rating agency actions on the cost and availability of new debt financing;
significant decline in market value of real estate serving as collateral for mortgage obligations;
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•
•
•
•
•
•
•
significant change in the mortgage financing market that would cause single-family housing, either as an
owned or rental product, to become a more significant competitive product;
our ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal
income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a
partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their
status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate
effectively within the limitations imposed by these rules;
inability to attract and retain qualified personnel;
potential liability for environmental contamination;
adverse legislative or regulatory tax changes;
litigation and compliance costs; and
other risks identified in this Annual Report on Form 10-K including under the caption “Item 1A. Risk
Factors” and, from time to time, in other reports we file with the Securities and Exchange Commission, or
the SEC, or in other documents that we publicly disseminate.
New factors may also emerge from time to time that could have a material adverse effect on our business. Except
as otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements
to reflect events, circumstances or changes in expectations after the date on which this Annual Report on Form 10-K
is filed.
ITEM 1. BUSINESS
OVERVIEW
MAA 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 and Southwest
regions of the United States. Our activities include full ownership and operation of 254 multi-family properties and
partial ownership and operation of two commercial properties as of December 31, 2015, located in Alabama, Arizona,
Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nevada, North Carolina, South
Carolina, Tennessee, Texas and Virginia.
As of December 31, 2015, we maintained full or partial ownership in the following properties:
Multifamily:
Commercial:
Consolidated Properties
254
Units
79,496
Unconsolidated Properties
—
Units
—
Total Properties
254
Total Units
79,496
Consolidated Properties
1
Sq. Ft.(1)
208,037
Unconsolidated Properties
1
Sq. Ft.
29,971
Total Properties Total Sq. Ft.
2
238,008
(1)
Excludes space owned by anchor tenants as well as commercial space located at multifamily communities.
Our business is conducted principally through the Operating Partnership. MAA is the sole general partner of
the Operating Partnership, holding 75,408,571 OP units, comprising a 94.8% partnership interest in the Operating
Partnership as of December 31, 2015.
MAA and MAALP were formed in Tennessee in 1993. Our offices are located at 6584 Poplar Avenue, Memphis,
Tennessee 38138 and our telephone number is (901) 682-6600. As of December 31, 2015, we had 1,949 full-time
employees and 40 part-time employees.
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REPORTING SEGMENTS
As of December 31, 2015, we owned 254 multifamily apartment communities located in 15 states from which
we derived all significant sources of earnings and operating cash flows. Additionally, we had partial ownership of two
commercial properties in two states. Senior management evaluates performance and determines resource allocations
by reviewing apartment communities individually and in the following reportable operating segments:
•
•
Large market same store communities are generally communities in markets with a population of at least
1 million and at least 1% of the total public multifamily REIT units that we have owned and that have been
stabilized for at least a full 12 months.
Secondary market same store communities are generally communities in markets with populations of more
than 1 million but less than 1% of the total public multifamily REIT units or markets with populations of
less than 1 million that we have owned and that have been stabilized for at least a full 12 months.
• Non same store communities and other includes recent acquisitions, communities in development or
lease-up, communities that have been identified for disposition, and communities that have undergone a
significant casualty loss. Also included in non same store communities are non-multifamily activities which
represent less than 1% of our portfolio.
On the first day of each calendar year, we determine the composition of our same store operating segments for
that year as well as adjust the previous year, which allows us to evaluate full period-over-period operating comparisons.
Properties in development or lease-up will generally be added to the same store portfolio on the first day of the calendar
year after they have been owned and stabilized for at least a full 12 months. Communities are considered stabilized
after achieving 90% occupancy for 90 days. Communities that have been identified for disposition are excluded from
our same store portfolio.
A summary of segment operating results for 2015, 2014 and 2013 is included in Item 8. Financial Statements
and Supplementary Data – Notes to Consolidated Financial Statements, Note 16. Additionally, segment operating
performance for such years is discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”, in this Annual Report on Form 10-K.
BUSINESS OBJECTIVES
Our primary business objectives are to protect and grow existing property values, to maintain a stable and
increasing cash flow that will fund our dividends and distributions through all parts of the real estate investment cycle,
and to create shareholder value by growing in a disciplined manner. To achieve these objectives, we intend to continue
to pursue the following goals and strategies:
•
effectively and efficiently operate our existing properties with an intense property and asset management
focus and a decentralized structure;
• manage real estate cycles by taking an opportunistic approach to buying, selling, renovating and developing
apartment communities;
•
•
diversify investment capital across both large and secondary markets to achieve a growing and less volatile
operating performance; and
actively manage our capital structure to help enhance predictability of earnings to fund our dividends
and distributions.
2015 HIGHLIGHTS
•
Core Funds From Operations, or Core FFO, which excludes certain non-routine items, grew 10% over the
previous year to $5.51 per diluted share and unit.
• Average revenue per occupied unit for the same store portfolio increased 4.9% for the year ended
December 31, 2015 to $1,109, primarily driven by an increase in average effective rent per unit of 4.4%.
• Acquired seven multifamily communities, totaling 1,782 units, and sold 21 multifamily communities,
totaling 5,105 units.
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•
•
•
Completed the construction of two development communities, and had five communities, totaling 748 units,
under construction at the end of the year.
Completed an unsecured public bond offering through the Operating Partnership. The Operating Partnership
issued $400 million of ten year senior unsecured notes at a coupon rate of 4.00% and an issuance price
of 98.990%.
Completed the refinancing of an unsecured revolving credit facility, increasing borrowing capacity to
$750 million.
OPERATIONS STRATEGY
Our goal is to generate return on investment collectively and in each apartment community by increasing
revenues, controlling operating expenses, maintaining high occupancy levels and reinvesting in the protection and
income producing capacity of each community as appropriate. The steps taken to meet these objectives include:
•
•
•
•
•
•
•
providing management information and improved customer services through technology innovations;
utilizing systems to enhance property managers’ ability to optimize revenue by adjusting rental rates in
response to local market conditions and individual unit amenities;
implementing programs to control expenses through investment in cost-saving initiatives;
analyzing individual asset productivity performances to identify best practices and improvement areas;
proactively maintaining the physical condition of each property through ongoing capital investments;
improving the “curb appeal” of the apartment communities through extensive landscaping and exterior
improvements, and repositioning apartment communities from time-to-time to enhance or maintain
market positions;
aggressively managing lease expirations to align with peak leasing traffic patterns and to maximize
productivity of property staffing;
allocating additional capital, including capital for selective interior and exterior improvements;
•
•
compensating employees through performance-based compensation and stock ownership programs; and
• maintaining a hands-on management style and “flat” organizational structure that emphasizes property
level decision making coupled with asset management and senior management’s monitoring.
We believe that our decentralized operating structure capitalizes on specific market knowledge, provides greater
personal accountability than a centralized structure and is beneficial in the acquisition and redevelopment processes. To
support this decentralized operational structure, senior and executive management, along with various asset management
functions, are proactively involved in supporting and reviewing property management through extensive reporting
processes and frequent on-site visits. To maximize the amount of information shared between senior and executive
management and the properties on a real time basis, we utilize a web-based property management system. The system
contains property and accounting modules that allow for operating efficiencies, continued expense control, provide for
various expanded revenue management practices, and improve the support provided to on-site property operations. We
use a “yield management” pricing program that helps our property managers optimize rental revenues, and we also
utilize purchase order and accounts payable software to provide improved controls and management information.
Advances in technologies continue to drive operating efficiencies in our business and help us to better meet the
changing needs of our residents. Since its launch in October 2012, our residents have been utilizing our web-based
resident internet portal on our website. Our residents have the ability to conduct business with us 24 hours a day,
7 days a week. In February 2013, we completed the roll out of online leasing renewals throughout our portfolio. As a
result of transforming our operations through technology, resident’s satisfaction improved, and our operating teams
have become more efficient. Web-based technologies have also resulted in declining marketing and advertising costs,
improved cash management, and better pricing management of our available apartments.
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In 2015, our website exceeded 4.4 million site visitors, which translates into an 22% year-over-year increase.
We attribute this increase to the third quarter website redesign, extensive search engine optimization efforts and new
mobile responsive capabilities. In the fourth quarter of 2015, we had over one million site visits to our website from
mobile devices, an increase of 89% versus the fourth quarter of the prior year.
ACQUISITION STRATEGY
One of our growth strategies is to acquire apartment communities that are located in large or secondary markets
primarily throughout the Southeast and Southwest regions of the United States. Acquisitions, along with dispositions
as discussed below, help us achieve and maintain our desired product mix, geographic diversification and rebalance our
portfolio. Portfolio growth allows for maximizing the efficiency of the existing overhead structure. We have extensive
experience in the acquisition of multifamily communities. We will continue to evaluate opportunities that arise, and
will utilize this strategy to increase the number of apartment communities in strong and growing markets.
The following apartment communities and land parcels were acquired by us during the year ended
December 31, 2015:
Multifamily Acquisitions
Location
Apartment Units Year Built
Closing Date
Residences at
Burlington Creek . . . . . . . . . . . . . .
SkySong . . . . . . . . . . . . . . . . . . . . . . .
Retreat at West Creek . . . . . . . . . . . . .
Radius . . . . . . . . . . . . . . . . . . . . . . . . .
Kansas City,
Missouri-Kansas
MSA
Scottsdale, Arizona
Richmond, Virginia
Norfolk/Hampton/
Virgina Beach,
Virginia MSA
Haven at Prairie Trace . . . . . . . . . . . .
Kansas City,
Missouri-Kansas
MSA
Cityscape at Market
Center II . . . . . . . . . . . . . . . . . . . .
The Denton . . . . . . . . . . . . . . . . . . . . .
Dallas, Texas
Kansas City,
Missouri-Kansas
MSA
Total Multifamily Acquisitions . . . .
Land Acquisitions
River’s Walk . . . . . . . . . . . . . . . . . . . .
Location
Charleston,
South Carolina
Retreat at West Creek II . . . . . . . . . . .
The Denton II . . . . . . . . . . . . . . . . . . .
Richmond, Virginia
Kansas City,
Missouri-Kansas
MSA
Total Land Acquisitions . . . . . . . . . .
DISPOSITION STRATEGY
298
325
254
2014
2014
2015
January 15, 2015
June 11, 2015
June 15, 2015
252
2012
July 28, 2015
280
318
55
1,782
Acres
2.5
4.4
4.5
11.4
2015
July 30, 2015
2015
November 19, 2015
2014
December 17, 2015
Closing Date
Q1/Q2 2015 - various
October 14, 2015
December 17, 2015
We sell apartment communities and other assets that no longer meet our long-term strategy or when market
conditions are favorable, and we redeploy the proceeds from those sales to acquire, develop and redevelop additional
apartment communities and to rebalance our portfolio across or within geographic regions. Dispositions also allow
us to realize a portion of the value created through our investments and provide additional liquidity. We are then
able to redeploy the net proceeds from our dispositions in lieu of raising additional capital. When we decide to sell
a community, we generally solicit competing bids from unrelated parties for these individual assets and consider the
sales price and other key terms of each proposal. We also consider portfolio dispositions when such a structure is
useful to maximize proceeds and efficiency of execution. During the year ended December 31, 2015, we disposed of
21 multifamily properties totaling 5,105 units and one commercial property totaling 67,735 square feet.
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DEVELOPMENT STRATEGY
As another part of our growth strategy, we invest in a limited number of development projects. Typically our
agreements are structured to minimize the construction and development risk by contracting with unrelated parties
to do the work through a fixed price contract. Cost overruns generally are covered by the developer or shared on a
pre-determined contractual basis. We typically manage the leasing portion of the project as units become available
for lease. We may also engage in limited expansion development opportunities on existing communities in which we
typically serve as the developer. While we seek opportunistic new development investments offering attractive long-
term investment returns, we do not currently intend to expand into development in a significant way. We expect our
investment in new development will remain a smaller component of overall growth as compared to growth through
acquiring existing properties. During the year ended December 31, 2015, we incurred $38.7 million in development costs.
The following multifamily projects were under development as of December 31, 2015 (dollars in thousands):
Project:
Station Square at
Location
Fredericksburg,
Virginia
River’s Walk Phase II . . . . . . . Charleston,
Cosner’s Corner II . . . . . . .
South
Carolina
Retreat at West Creek II . . . . . Richmond,
Virginia
CG at Randal Lakes
Total
Units
Units
Completed
Cost to
Date
Budgeted
Cost
Estimated
Cost Per
Unit
120
37
$18,325 $ 19,900
$166
78 — $ 8,887 $ 14,900
$191
82 — $ 3,547 $ 15,100
$184
Phase II . . . . . . . . . . . . . . . Orlando, Florida
314 — $10,517 $ 41,300
$132
Expected
Completion
1st Quarter
2016
3rd Quarter
2016
2nd Quarter
2017
2nd Quarter
2017
The Denton II . . . . . . . . . . . . . Kansas City,
Missouri-
Kansas MSA
154 — $ 1,039 $ 25,400
$42,315 $116,600
748
37
$165
4th Quarter
2017
REDEVELOPMENT STRATEGY
In 2005 we began an initiative of upgrading a significant number of our existing apartment communities in key
markets across our portfolio. We focus on both interior unit upgrades and exterior amenities above and beyond routine
capital upkeep in markets that we believe continue to have the ability to support additional rent growth. During the
year ended December 31, 2015, we renovated 5,781 units and exterior amenities for a total of $31.0 million. We believe
that the rents received on these renovated units were approximately 10.1% above the normal market rate for similar but
non-renovated units.
CAPITAL STRUCTURE STRATEGY
We use a combination of debt and equity sources to fund our business strategy. We maintain a capital structure,
focused on maintaining flexibility and low costs, that we believe allows us to proactively source potential investment
opportunities in the marketplace. We have structured our debt maturity schedule to avoid significant exposure in any
given year. Our primary debt financing strategy is to access the unsecured debt markets to provide our debt capital
needs, but we also maintain a limited amount of secured debt and maintain our access to both the secured and unsecured
debt markets for maximum flexibility. We also believe that we have significant access to the equity capital markets.
At December 31, 2015, 32.2% of our total capitalization consisted of borrowings, including 12.1% under our
secured borrowings and 20.1% under our unsecured credit facilities or unsecured senior notes. We currently intend to
target our total debt, net of cash held, to a range of approximately 38% to 42% of the undepreciated book value of our
assets. Our charter and bylaws do not limit our debt levels and our Board of Directors can modify this policy at any
time. We may also issue new equity to maintain our debt within the target range. Covenants for our unsecured senior
notes limit our debt to undepreciated book value of our assets to 60%. As of December 31, 2015, our ratio of debt to
undepreciated book value of our assets was approximately 41.1%.
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We continuously review opportunities for lowering our cost of capital and increasing our shareholder value
per share. We plan to continue using unsecured debt in order to take advantage of the lower cost of capital and
flexibility provided by the public bond market. We will evaluate opportunities to repurchase shares when we believe
that our share price is significantly below our net present value. We also look for opportunities where we can acquire or
develop apartment communities, selectively funded or partially funded by sales of equity securities, when appropriate
opportunities arise. We focus on improving the net present value of our investments by generating cash flows from our
portfolio of assets above the estimated total cost of debt and equity capital. We routinely make new investments when
we believe it will be accretive to shareholder value over the life of the investments.
On December 9, 2015, we entered into distribution agreements with J.P. Morgan Securities, LLC, BMO Capital
Markets Corp. and KeyBanc Capital Markets Inc. to sell up to an aggregate of 4.0 million shares of common stock,
from time-to-time in at-the-market offerings or negotiated transactions through controlled equity offering programs,
or ATMs. As of December 31, 2015, there were 4.0 million shares remaining under the ATMs.
The following are the issuances of common stock which have been made through these types of ATM agreements
through December 31, 2015:
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
Shares Sold
Net
Proceeds
194,000 $ 11,481,292
323,700 $ 18,773,485
1,955,300 $ 103,588,759
763,000 $ 32,774,757
5,077,201 $ 274,576,677
3,303,273 $ 204,534,677
1,155,511 $ 75,863,040
365,011 $ 24,753,492
— $
— $
13,136,996 $ 746,346,179
Net
Average
Sales Price
$59.18
$58.00
$52.98
$42.96
$54.08
$61.92
$65.65
$67.82
— $ — $
— $ — $
$56.81
Gross
Proceeds
Gross
Average
Sales Price
$ 11,705,010 $60.34
$ 19,203,481 $59.32
$ 105,554,860 $53.98
$ 33,283,213 $43.62
$ 278,468,323 $54.85
$ 207,650,656 $62.86
$ 77,019,121 $66.65
$ 25,067,009 $68.67
— $ —
— $ —
$ 757,951,673 $57.70
We also have a dividend and distribution reinvestment stock purchase plan, or DRSPP, which allows for the
optional cash purchase of shares of common stock totaling at least $250, but not more than $5,000 in any given month,
free of brokerage commissions and charges. We, in our absolute discretion, may grant waivers to allow for optional cash
payments in excess of $5,000. During the year ended December 31, 2015, we issued a total of 1,622 shares through the
optional cash purchase feature of the DRSPP, resulting in net proceeds of $128,687.
SHARE REPURCHASE PROGRAM
In 1999, MAA’s Board of Directors approved an increase in the number of shares of common stock authorized
to be repurchased to 4.0 million shares. As of December 8, 2015, MAA had repurchased a total of approximately
1.9 million shares, which represented approximately 8% of the shares of common stock outstanding as of the beginning
of such authorization. On December 8, 2015, MAA’s Board of Directors authorized us to repurchase up to 4.0 million
shares of MAA common stock, which represented approximately 5.3% of MAA’s common stock outstanding at the
time of such authorization. This December 2015 authorization replaced and superseded the 1999 authorization, under
which approximately 2.1 million shares remained at the time of the December 2015 authorization. From time-to-time,
we may repurchase shares under the current authorization when we believe that shareholder value would be enhanced.
Factors affecting this determination include, among others, the share price and expected rates of return. No shares were
repurchased from 2002 through December 8, 2015 under the prior authorization, and no shares were repurchased from
December 8, 2015 through December 31, 2015 under the current authorization.
COMPETITION
All of our apartment communities are located in areas that include other apartment communities. Occupancy
and rental rates are affected by the number of competitive apartment communities in a particular area. The owners
of competing apartment communities may have greater resources than us, and the managers of these apartment
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communities may have more experience than our management. Moreover, single-family rental housing, manufactured
housing, condominiums and the new and existing home markets provide housing alternatives to potential residents of
apartment communities.
Competition for new residents is generally intense across all of our markets. Some competing communities offer
features that our communities do not have. Competing communities can use concessions or lower rents to obtain
temporary competitive advantages. Also, some competing communities are larger or newer than our communities.
The competitive position of each community is different depending upon many factors including sub-market supply
and demand. In addition, other real estate investors compete with us to acquire existing properties and to develop
new properties. These competitors include insurance companies, pension and investment funds, public and private
real estate companies, investment companies and other public and private apartment REITs, some of which may have
greater resources, or lower capital costs, than we do.
We believe, however, that we are generally well-positioned to compete effectively for residents and investments.
We believe our competitive advantages include:
•
•
•
•
a fully integrated organization with property management, development, redevelopment, acquisition,
marketing, sales and financing expertise;
scalable operating and support systems, which include automated systems to meet the changing electronic
needs of our residents;
access to a wide variety of debt and equity capital sources;
geographic diversification with a presence in approximately 40 defined Metropolitan Statistical Areas
across the Southeast and Southwest regions of the United States; and
significant presence in many of our major markets that allows us to be a local operating expert.
•
Moving forward, we plan to continue to optimize lease management, improve expense control, increase resident
retention efforts and align employee incentive plans with our bottom line performance. We believe this plan of
operation, coupled with the portfolio’s strengths in targeting residents across a geographically diverse platform, should
position us for continued operational upside. We also make capital improvements to both our apartment communities
and individual units on a regular basis in order to maintain a competitive position in each individual market.
MERGER OF MAA AND COLONIAL
On October 1, 2013, MAA completed its previously announced merger with Colonial Properties Trust, or
Colonial. Pursuant to the merger agreement, Martha Merger Sub, LP, or OP Merger Sub, a wholly-owned indirect
subsidiary of the Operating Partnership, merged with and into Colonial Realty Limited Partnership, which we refer
to as Colonial LP, with Colonial LP being the surviving entity of the merger and becoming a wholly-owned indirect
subsidiary of the Operating Partnership, which is referred to as the partnership merger. The partnership merger was
part of the transactions contemplated by the agreement and plan of merger entered into on June 3, 2013 among MAA,
the Operating Partnership, OP Merger Sub, Colonial, and Colonial LP pursuant to which MAA and Colonial also
combined through a merger of Colonial with and into MAA, with MAA surviving the merger, which is referred to as
the parent merger. We refer to the parent merger, together with the partnership merger, as the Merger in this Annual
Report on Form 10-K. Under the terms of the merger agreement, each common share of beneficial interest in Colonial,
or Colonial common share, was converted into the right to receive 0.36 of a newly issued share of MAA common stock.
In addition, each limited partner interest in Colonial LP designated as a “Class A Unit” and a “Partnership Unit” under
the limited partnership agreement of Colonial LP, which we refer to in this Report as Colonial LP units, issued and
outstanding immediately prior to the effectiveness of the partnership merger was converted into common units in our
Operating Partnership at the 0.36 conversion rate.
The consolidated net assets and results of operations of Colonial are included in our consolidated financial
statements from and after the closing date, October 1, 2013.
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ENVIRONMENTAL MATTERS
As a normal part of our apartment community acquisition and development processes, we generally obtain
environmental studies of the sites from outside environmental engineering firms. The purpose of these studies is to
identify potential sources of contamination at the site and to assess the status of environmental regulatory compliance.
These studies generally include historical reviews of the site, reviews of certain public records, preliminary investigations
of the site and surrounding properties, inspection for the presence of asbestos, poly-chlorinated biphenyls, or PCBs,
and underground storage tanks and the preparation and issuance of written reports. Depending on the results of these
studies, more invasive procedures, such as soil sampling or ground water analysis, may be performed to investigate
potential sources of contamination. These studies must be satisfactorily completed before we take ownership of an
acquisition or development property; however, no assurance can be given that the studies or additional documents
reviewed identify all significant environmental risks. See “Risk Factors - Risks Relating to Our Real Estate Investments
and our Operations - Environmental problems are possible and can be costly.”
The environmental studies we received on properties that we have acquired have not revealed any material
environmental liabilities. Should any potential environmental risks or conditions be discovered during our due
diligence process, the potential costs of remediation will be assessed carefully and factored into the cost of acquisition,
assuming the identified risks and factors are deemed to be manageable and within reason. We are not aware of any
existing conditions that we believe would be considered a material environmental liability. Nevertheless, it is possible
that the studies do not reveal all environmental risks or that there are material environmental liabilities of which we
are not aware. Moreover, no assurance can be given concerning future laws, ordinances or regulations, or the potential
introduction of hazardous or toxic substances by neighboring properties or residents.
WEBSITE ACCESS TO OUR REPORTS
MAA and the Operating Partnership file combined periodic reports with the SEC. These filings are available on
the SEC’s website which is http://www.sec.gov. In addition, all filings made by MAA and the Operating Partnership
with the SEC may be copied or read at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
Additionally, a copy of this Annual Report on Form 10-K, along with our Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and any amendments to the aforementioned filings, are available on our website free of
charge. The filings can be found on the “For Investors” page under “SEC Filings and Reports”. Our website also contains
our Corporate Governance Guidelines, Code of Business Conduct and Ethics and the charters of the committees of the
Board of Directors. These items can be found on the “For Investors” page under “Corporate Overview and Governance
Documents”. Our website address is http://www.maac.com. Reference to our website does not constitute incorporation
by reference of the information contained on the site and should not be considered part of this Annual Report on Form
10-K. All of the aforementioned materials may also be obtained free of charge by contacting our Legal Department,
6584 Poplar Avenue, Memphis, TN 38138.
QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST
MAA has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code. To
continue to qualify as a REIT, MAA must continue to meet certain tests which, among other things, generally require
that our assets consist primarily of real estate assets, our income be derived primarily from real estate assets, and that
we distribute at least 90% of our REIT taxable income (other than our net capital gains) to our shareholders annually.
If MAA maintains its qualification as a REIT, MAA generally will not be subject to U.S. federal income taxes at the
corporate level on its net income to the extent it distributes such net income to its shareholders annually. Even if MAA
continues to qualify as a REIT, it will continue to be subject to certain federal, state and local taxes on its income and
its property. In 2015, MAA paid total distributions of $3.08 per share of common stock to its shareholders, which was
above the 90% REIT distribution requirement and was in excess of REIT taxable income.
INFLATION
We believe that the direct effects of inflation on our operations have been immaterial. While the impact of inflation
primarily impacts our results through wage pressures, property taxes, utilities and material costs, substantially all of
our leases are for a term of one year or less, which generally enables us to compensate for any inflationary effects by
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increasing rents on our apartments. Although an escalation in energy and food costs could have a negative impact on
our residents and their ability to absorb rent increases, we do not believe this has had a material impact on our results
for the year ended December 31, 2015.
INSURANCE
We carry comprehensive general liability coverage on our communities, with limits of liability we believe are
customary within the multi-family 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 each property, including loss of rental income during the reconstruction period.
RECENT DEVELOPMENTS
On February 1, 2016, we paid off the $13.5 million remaining principal balance of the mortgage on the Colonial
Village at Matthews apartment community.
ITEM 1A. RISK FACTORS
In addition to the other information contained in this Annual Report on Form 10-K, we have identified the
following additional risks and uncertainties that may have a material adverse effect on our business prospects, financial
condition or results of operations. Investors should carefully consider the risks described below before making an
investment decision. Our business faces significant risks and the risks described below may not be the only risks we
face. Additional risks not presently known to us or that we currently believe are immaterial may also significantly
impair our business operations. If any of these risks occur, our business prospects, results of operations or financial
condition could suffer, the market price of our common stock and the trading price of our debt securities could decline
and you could lose all or part of your investment in our common stock or debt securities.
RISKS RELATED TO OUR REAL ESTATE INVESTMENTS AND OUR OPERATIONS
Developments such as another economic downturn, instability in the banking sector or a negative impact on
economic growth resulting from current or future legislation or government initiatives may materially and
adversely affect our financial condition and results of operations.
The industry in which we operate may be adversely affected by national and international economic conditions.
Although the U.S. real estate market has recently improved, certain international markets are experiencing increased
levels of volatility due to a combination of factors, including, among others, political instability from ongoing geopolitical
conflicts, high unemployment rates, fluctuating oil and gas prices and fiscal deficits, and these factors could contribute
to another economic downturn in the U.S. If the U.S. experience another downturn in the economy, instability in
the banking sector or a negative impact on economic growth resulting from changes in legislation, government tax
increases, debt policy or spending restrictions, we may experience adverse effects on our occupancy levels, our rental
revenues and the value of our properties, any of which could adversely affect our cash flow, financial condition and
results of operations.
Other economic risks which may adversely affect conditions in the markets in which we operate include
the following:
•
local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in
demand for apartments in the area;
•
•
•
low mortgage interest rates and home pricing, making alternative housing more affordable;
government or builder incentives which enable home buyers to put little or no money down, making
alternative housing options more attractive; and
regional economic downturns which affect one or more of our geographical markets.
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Failure to generate sufficient cash flows could limit our ability to make payments on our debt and to pay
distributions to shareholders and unitholders.
Our ability to make payments on our debt and to make distributions depends on our ability to generate cash flow
in excess of operating costs and capital expenditure requirements and/or to have access to the markets for debt and
equity financing. Funds from operations and the value of our apartment communities may be insufficient because of
factors that are beyond our control. Such events or conditions could include:
•
•
•
competition from other apartment communities;
overbuilding of new apartments or oversupply of available apartments in our markets, which might adversely
affect occupancy or rental rates and/or require rent concessions in order to lease apartments;
conversion of condominiums and single family houses to rental use or the sale of excess for-sale
condominiums and single family homes;
• weakness in the overall economy which lowers job growth and the associated demand for apartment housing;
•
increases in operating costs (including real estate taxes, utilities and insurance premiums) due to inflation
and other factors, which may not be offset by increased rental rates;
•
•
•
•
inability to initially, or subsequently after lease terminations, rent apartments on favorable economic terms;
failure of development communities to be completed, if at all, within budget and on a timely basis or to lease
up as anticipated;
changes in governmental regulations and the related costs of compliance;
changes in laws including, but not limited to, tax laws and housing laws including the enactment of rent
control laws or other laws regulating multifamily housing;
• withdrawal of government support of apartment financing through its financial backing of the Federal
National Mortgage Association, or the Federal Home Loan Mortgage Corporation;
•
•
an uninsured loss, including those resulting from a catastrophic storm, earthquake, or act of terrorism;
changes in interest rate levels and the availability of financing, borrower credit standards, and down-
payment requirements which could lead renters to purchase homes (if interest rates decrease and home
loans are more readily available) or increase our acquisition and operating costs (if interest rates increase
and financing is less readily available); and
the relative illiquidity of real estate investments.
•
At times, we have relied on external funding sources to fully fund the payment of distributions to shareholders
and our capital investment program, including our existing property developments. While we have sufficient liquidity
to permit distributions at current rates through additional borrowings, if necessary, any significant and sustained
deterioration in operations could result in our financial resources being insufficient to make payments on our debt and to
pay distributions to shareholders at the current rate, in which event we would be required to reduce the distribution rate.
Any decline in our funds from operations could adversely affect our ability to make distributions to our shareholders
or to meet our loan covenants and could have a material adverse effect on our stock price or the trading price of our
debt securities.
We are dependent on a concentration of our investments in a single asset class, making our results of operations
more vulnerable to a downturn or slowdown in the sector or other economic factors.
As of December 31, 2015, substantially all of our investments are concentrated in the multifamily sector. As a
result, we will be subject to risks inherent in investments in a single type of property. A downturn or slowdown in the
demand for multifamily housing may have more pronounced effects on our results of operations or on the value of our
assets than if we had further diversified our investments.
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Our operations are concentrated in the Southeast and Southwest regions of the United States; we are subject to
general economic conditions in the regions in which we operate.
As of December 31, 2015, approximately 34.2% of our portfolio is located in our top five markets: Atlanta,
Georgia; Austin, Texas; Charlotte, North Carolina; Raleigh/Durham, North Carolina; and Dallas, Texas. In addition,
our overall operations are concentrated in the Southeast and Southwest regions of the United States. Our performance
could be adversely affected by economic conditions in, and other factors relating to, these geographic areas, including
supply and demand for apartments in these areas, zoning and other regulatory conditions and competition from
other communities and alternative forms of housing. In particular our performance is disproportionately influenced
by job growth and unemployment. To the extent the aforementioned general economic conditions, job growth and
unemployment in any of these markets deteriorate or any of these areas experiences natural disasters, the value of the
portfolio, our results of operations and our ability to make distributions to our shareholders and pay amounts due on
our debt could be materially adversely affected.
Failure to succeed in new markets or sectors may have adverse consequences on our performance.
We may make acquisitions outside of our existing market areas if appropriate opportunities arise. Our historical
experience in our existing markets does not ensure that we will be able to operate successfully in new markets, should
we choose to enter them. We may be exposed to a variety of risks if we choose to enter new markets, including an
inability to accurately evaluate local market conditions, to identify appropriate acquisition opportunities, to hire and
retain key personnel, and a lack of familiarity with local governmental and permitting procedures. In addition, we may
abandon opportunities to enter new markets that we have begun to explore for any reason and may, as a result, fail to
recover expenses already incurred.
Substantial competition among apartment communities and real estate companies may adversely affect our
rental revenues and development and acquisition opportunities.
There are numerous other apartment communities and real estate companies, many of which have greater financial
and other resources than we have, within the market area of each of our communities that compete with us for residents
and development and acquisition opportunities. The number of competitive apartment communities and real estate
companies in these areas could have a material effect on (1) our ability to rent our apartments and the rents charged,
and (2) development and acquisition opportunities. The activities of these competitors could cause us to pay a higher
price for a new property than we otherwise would have paid or may prevent us from purchasing a desired property at
all, which could have a material adverse effect on us and our ability to make distributions to our shareholders and pay
amounts due on our debt.
Breaches of our privacy or information security systems through cyber-attacks, cyber-intrusions or otherwise,
could materially adversely affect our business, results of operations, financial condition and/or reputation.
We face risks associated with security breaches or disruptions, which could result from, among other incidents,
cyber-attacks or cyber-intrusions over the Internet, malware, computer viruses or employee error or malfeasance. The
risk of a security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer
hackers, foreign governments and cyber-terrorists, has generally increased as the number, intensity and sophistication
of attempted attacks and intrusions from around the world have increased. The protection of customer and employee
data and our network systems is critically important to us. Our business requires us and our service providers (including
service providers engaged in providing web hosting, property management, leasing, accounting and/or payroll software/
services) to use and store personally identifiable information of our customers and employees, which may include
names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment
account information. We also rely extensively on computer systems to process transactions and manage our business.
We devote significant resources to protect our customer and employee data and our network systems. However,
the security measures put in place by us and our service providers cannot provide absolute security and there can
be no assurance that we will not suffer a data security incident in the future, that unauthorized parties will not gain
access to sensitive data stored on our systems, that such access will not, whether temporarily or permanently, impact,
interfere with or interrupt our operations, or that any such incident will be discovered in a timely manner. Our
information technology infrastructure could be compromised as a result of third-party security breaches, employee
error, malfeasance, faulty password management, or other irregularity, and result in persons obtaining unauthorized
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access to company data or accounts. Even the most well protected information, networks, systems and facilities remain
potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not
recognized until launched against a target, and in some cases are designed not be detected and, in fact, may not be
detected. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement
adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers
to entirely mitigate this risk. Further, in the future, we may be required to expend additional resources to continue to
enhance information security measures and/or to investigate and remediate any information security vulnerabilities.
Any privacy and information incident could compromise our network systems, and the information stored by us
could be accessed, misused, publicly disclosed, corrupted, lost, or stolen resulting in fraud or other harm. Moreover, if
a data security incident or breach affects our systems or results in the unauthorized release of personally identifiable
information, we could be materially damaged and we may be exposed to a risk of loss or litigation, possible liability
and remediation costs which could result in a material adverse effect on our business, results of operations, financial
condition and/or reputation and adversely affect investor confidence.
We may not realize the anticipated benefits of past or future acquisitions, and the failure to integrate acquired
communities and new personnel successfully could create inefficiencies.
We have selectively acquired in the past, and if presented with attractive opportunities we intend to selectively
acquire in the future, apartment communities that meet our investment criteria. Our acquisition activities and their
success are subject to the following risks:
• we may be unable to obtain financing for acquisitions on favorable terms or at all;
•
even if we are able to finance the acquisition, cash flow from the acquisition may be insufficient to meet our
required principal and interest payments on the acquisition;
•
even if we enter into an acquisition agreement for an apartment community, we may be unable to complete
the acquisition after incurring certain acquisition-related costs;
• we may incur significant costs and divert management attention in connection with the evaluation and
negotiation of potential acquisitions, including potential acquisitions that we are subsequently unable
to complete;
• when we acquire an apartment community, we may invest additional amounts in it with the intention of
increasing profitability, and these additional investments may not produce the anticipated improvements
in profitability;
• we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel
into our existing operations, and the failure to successfully integrate such apartment communities or
personnel will result in inefficiencies that could adversely affect our expected return on our investments
and our overall profitability; and
• we may acquire properties that are subject to liabilities or that have problems relating to environmental
condition, state of title, physical condition or compliance with zoning laws, building codes or other legal
requirements and in each case, our acquisition may be without any, or with only limited, recourse with
respect to unknown liabilities or conditions and we may be obligated to pay substantial sums to settle or cure
it, which could adversely affect our cash flow and operating results.
We are subject to certain risks associated with selling apartment communities, which could limit our operational
and financial flexibility.
We periodically dispose of apartment communities that no longer meet our strategic objectives, but adverse
market conditions may make it difficult to sell apartment communities like the ones we own. We cannot predict
whether we will be able to sell any property for the price or on the terms we set, or whether any price or other terms
offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find
a willing purchaser and to close the sale of a property. Furthermore, we may be required to expend funds to correct
defects or to make improvements before a property can be sold. These conditions may limit our ability to dispose of
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properties and to change our portfolio promptly in order to meet our strategic objectives, which may in turn have a
material adverse effect on our financial condition and the market value of our securities. We are also subject to the
following risks in connection with sales of our apartment communities:
•
•
a significant portion of the proceeds from our overall property sales may be held by intermediaries in order
for some sales to qualify as like-kind exchanges under Section 1031 of the Code, so that any related capital
gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all
of the cash proceeds generated from our property sales; and
federal tax laws applicable to REITs limit our ability to profit on the sale of communities, and this limitation
may prevent us from selling communities when market conditions are favorable.
Environmental problems are possible and can be costly.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator
of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances in, on,
around or under such property. Such laws often impose such liability without regard to whether the owner or operator
knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of, or failure to
remediate properly, hazardous or toxic substances may adversely affect the owner’s or operator’s ability to sell or rent
the affected property or to borrow using the property as collateral. Persons who arrange for the disposal or treatment
of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic
substances at a disposal or treatment facility, whether or not the facility is owned or operated by the person. Certain
environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may
also seek recovery from owners or operators of real property for personal injury associated with asbestos-containing
materials and other hazardous or toxic substances. Federal and state laws also regulate the operation and subsequent
removal of certain underground storage tanks. In connection with the current or former ownership (direct or indirect),
operation, management, development or control of real property, we may be considered an owner or operator of such
communities or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may
be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines, and
claims for injuries to persons and property.
Our current policy is to obtain a Phase I environmental study on each property we seek to acquire, which
generally does not involve invasive techniques such as soil or ground water sampling, and to proceed accordingly. We
cannot assure you, however, that the Phase I environmental studies or other environmental studies undertaken with
respect to any of our current or future communities will reveal:
•
•
•
•
all or the full extent of potential environmental liabilities;
that any prior owner or operator of a property did not create any material environmental condition unknown
to us;
that a material environmental condition does not otherwise exist as to any one or more of such
communities; or
that environmental matters will not have a material adverse effect on us and our ability to make distributions
to our shareholders and pay amounts due on our debt.
Certain environmental laws impose liability on a previous owner of property to the extent that hazardous or toxic
substances were present during the prior ownership period. A transfer of the property does not relieve an owner of such
liability. Thus, we may have liability with respect to communities previously sold by our predecessors or by us.
There have been a number of lawsuits against owners and managers of multifamily communities alleging personal
injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have
resulted in substantial monetary judgments or settlements. Insurance carriers have reacted to these liability awards by
excluding mold related claims from standard policies and pricing mold endorsements separately. We have obtained a
separate pollution insurance policy that covers mold-related claims and have adopted programs designed to minimize
the existence of mold in any of our communities as well as guidelines for promptly addressing and resolving reports of
mold. To the extent not covered by our pollution policy, the presence of mold could expose us to liability from residents
and others if property damage, health concerns, or allegations thereof, arise.
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Losses from catastrophes may exceed our insurance coverage, which may negatively impact our results of
operations and reduce the value of our properties.
We carry comprehensive liability and property insurance on our communities and intend to obtain similar
coverage for communities we acquire in the future. Some losses, generally of a catastrophic nature, such as losses from
floods, hurricanes or earthquakes, are subject to limitations, and thus may be uninsured. We exercise our discretion in
determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate
insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance
coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment.
Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make
it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Any losses we
experience that are not fully covered by our insurance may negatively impact our results of operations and may reduce
the value of our properties.
Increasing real estate taxes, utilities and insurance costs may negatively impact operating results.
As a result of our substantial real estate holdings, the cost of real estate taxes, utilities, and insuring our apartment
communities is a significant component of expense. Real estate taxes, utilities costs and insurance premiums are
subject to significant increases and fluctuations, which can be widely outside of our control. If the costs associated with
real estate taxes, utilities and insurance should rise, without being offset by a corresponding increase in rental rates,
our results of operations could be negatively impacted, and our ability to pay our dividends and distributions and senior
debt could be affected.
Compliance or failure to comply with laws requiring access to our properties by disabled persons could result
in substantial cost.
The Americans with Disabilities Act, 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 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. Legislation or regulations adopted in the future may impose further burdens or restrictions on us with respect
to improved access by disabled persons. We cannot ascertain the costs of compliance with these laws, which may be
substantial.
Development and construction risks could impact our profitability.
As of December 31, 2015, we had five development communities under construction totaling 748 units. We
had completed 37 units for these development projects as of December 31, 2015. Our development and construction
activities are subject to the following risks:
• we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy
and other required governmental permits and authorizations, which could result in increased development
costs, could delay initial occupancy dates for all or a portion of a development community, and could require
us to abandon our activities entirely with respect to a project for which we are unable to obtain permits
or authorizations;
•
yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget
and/or higher than expected concessions for lease up and lower rents than pro forma;
•
bankruptcy of developers in our development projects could impose delays and costs on us with respect to the
development of our communities and may adversely affect our financial condition and results of operations;
• we may abandon development opportunities that we have already begun to explore, and we may fail to
recover expenses already incurred in connection with exploring such opportunities;
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• we may be unable to complete construction and lease-up of a community on schedule, or incur development
or construction costs that exceed our original estimates, and we may be unable to charge rents that would
compensate for any increase in such costs;
•
occupancy rates and rents at a newly developed community may fluctuate depending on a number of
factors, including market and economic conditions, preventing us from meeting our profitability goals for
that community; and
• when we sell to third parties communities or properties that we developed or renovated, we may be subject
to warranty or construction defects that are uninsured or exceed the limit of our insurance.
We may be unable to retain key employees.
Our success will depend in part upon the ability to retain our key employees. There is substantial competition for
qualified personnel in the real estate industry and the loss of any of our key personnel could have an adverse effect us.
RISKS RELATED TO OUR INDEBTEDNESS AND FINANCING ACTIVITIES
Our substantial indebtedness could adversely affect our financial condition and results of operations.
As of December 31, 2015, the amount of our total debt was approximately $3.43 billion. We may incur additional
indebtedness in the future in connection with, among other things, our acquisition, development and operating activities.
The degree of our leverage creates significant risks, including the following:
• we may be required to dedicate a substantial portion of our funds from operations to servicing our debt and
our cash flow may be insufficient to make required payments of principal and interest;
• we may be subject to prepayment penalties if we elect to repay our indebtedness prior to the stated
maturity date;
•
debt service obligations will reduce funds available for distribution to our shareholders and funds available
for acquisitions, development and redevelopment;
• we may be more vulnerable to economic and industry downturns than our competitors that have less debt;
• we may be limited in our ability to respond to changing business and economic conditions; and
• we may default on our indebtedness, which could result in acceleration of those obligations, assignment of
rents and leases and loss of properties to foreclosure.
If any one of these events were to occur, our financial condition and results of operations could be materially and
adversely affected.
We may be unable to renew, repay or refinance our outstanding debt which could negatively impact our financial
condition and results of operations.
We are subject to the normal risks associated with debt financing, including the risk that our cash flow will be
insufficient to meet required payments of principal and interest, the risk that indebtedness on our communities, or
unsecured indebtedness, will not be able to be renewed, repaid or refinanced when due or that the terms of any renewal
or refinancing will not be as favorable as the existing terms of such indebtedness. If we were unable to refinance
our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of our communities on
disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and
our ability to make distributions to our shareholders and pay amounts due on our debt. Furthermore, if a property is
mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could
foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies,
all with a consequent loss of our revenues and asset value. Foreclosures could also create taxable income without
accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code.
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Rising interest rates would increase the cost of our variable rate debt.
We have incurred and expect in the future to incur indebtedness that bears interest at variable rates. Accordingly,
increases in interest rates would increase our interest costs, which could have a material adverse effect on us and our
ability to make distributions to our shareholders and pay amounts due on our debt or cause us to be in default under
certain debt instruments. In addition, an increase in market interest rates may lead holders of our shares of common
stock to demand a higher yield on their shares from distributions by us, which could adversely affect the market price
for our common stock.
We may incur additional debt in the future, which may adversely impact our financial condition.
We currently fund the acquisition and development of multifamily apartment communities partially through
borrowings (including our revolving credit facility) as well as from other sources such as sales of communities which
no longer meet our investment criteria. Our organizational documents do not contain any limitation on the amount
of indebtedness that we may incur, and we may issue more debt in the future. Accordingly, subject to limitations on
indebtedness set forth in various loan agreements and the indentures governing our senior notes, we could become
more highly leveraged, resulting in an increase in debt service, which could have a material adverse effect on us and
our ability to make distributions to our shareholders and pay amounts due on our debt and in an increased risk of default
on our obligations.
The restrictive terms of certain of our indebtedness may cause acceleration of debt payments.
At December 31, 2015, we had outstanding borrowings of approximately $3.43 billion. Our indebtedness contains
financial covenants as to interest coverage ratios, maximum secured debt, maintenance of unencumbered asset value,
and total debt to gross assets, among others. In the event that an event of default occurs, our lenders may declare
borrowings under the respective loan agreements to be due and payable immediately, which could have a material
adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt.
A change in United States government policy with regard to Fannie Mae and Freddie Mac could impact our
financial condition.
Fannie Mae and Freddie Mac are a major source of financing for multifamily real estate in the United States. We
utilize loan programs sponsored by these entities as one source of capital to finance our growth and our operations.
There has been ongoing discussion by the government with regard to the long term structure and viability of Fannie Mae
and Freddie Mac, which could result in these agencies having their mandates changed or reduced, losing key personnel,
being disbanded or reorganized by the government or otherwise discontinuing to provide liquidity for the multifamily
sector. We do not know when or if Fannie Mae or Freddie Mac will restrict their support of lending to the multifamily
industry or to us in particular. As of December 31, 2015, 7% of our outstanding debt was borrowed through a credit
facility provided by or credit-enhanced by Fannie Mae with agency rate-based maturities ranging from 2016 through
2018. In 2015, we decreased the indebtedness outstanding on our Fannie Mae credit facilities from $436.9 million on
December 31, 2014 to $240.0 million. A decision by the U.S. government to eliminate or downscale Fannie Mae or
Freddie Mac or to reduce government support for multifamily housing more generally may adversely affect interest
rates, capital availability, development of multifamily communities and the value of multifamily residential real estate
and, as a result, may adversely affect us and our growth and operations.
Failure to hedge effectively against interest rates may adversely affect results of operations.
From time-to-time, we may seek to manage our exposure to interest rate volatility by using interest rate hedging
arrangements, such as interest rate cap agreements and interest rate swap agreements. These agreements involve
risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these
arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that
such an agreement is not legally enforceable. Hedging may reduce overall returns on our investments. Failure to hedge
effectively against interest rate changes could have a material adverse effect on us and our ability to make distributions
to our shareholders and pay amounts due on our debt.
21
JOB TITLE Mid-America Apartment 10-K
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JOB NUMBER 304352-1
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PAGE NO. 22
OPERATOR ABIGAELS
A downgrade in our credit ratings could have a material adverse effect on our business, financial condition and
results of operations.
We have a significant amount of debt outstanding. We are currently assigned corporate credit ratings from each
of the three ratings agencies based on their evaluation of our creditworthiness. These ratings are based on a number
of factors, which included their assessment of our financial strength, liquidity, capital structure, asset quality, and
sustainability of cash flow and earnings. If our credit ratings are downgraded or other negative action is taken, we
could be required to pay additional interest and fees on our outstanding borrowings. In addition, a downgrade may
adversely impact our ability to borrow secured and unsecured debt and otherwise limit our access to capital, which
could adversely affect our business, financial condition and results of operations.
Issuances of additional debt or equity may adversely impact our financial condition.
Our capital requirements depend on numerous factors, including the occupancy and turnover rates of our
apartment communities, development and capital expenditures, costs of operations and potential acquisitions. We
cannot accurately predict the timing and amount of our capital requirements. If our capital requirements vary materially
from our plans, we may require additional financing sooner than anticipated. Accordingly, we could become more
leveraged, resulting in increased risk of default on our obligations and in an increase in our debt service requirements,
both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the
future. If we issue additional equity securities to obtain additional financing, the interest of our existing shareholders
could be diluted.
RISKS RELATED TO MAA’S ORGANIZATION AND OWNERSHIP OF ITS STOCK
MAA’s ownership limit restricts the transferability of its capital stock.
MAA’s charter limits ownership of its capital stock by any single shareholder to 9.9% of the value of all outstanding
shares of its capital stock, both common and preferred, unless approved by its Board of Directors. The charter also
prohibits anyone from buying shares if the purchase would result in it losing REIT status. This could happen if a share
transaction results in fewer than 100 persons owning all of its shares or in five or fewer persons, applying certain broad
attribution rules of the Code, owning 50% or more of its shares. If you acquire shares in excess of the ownership limit
or in violation of the ownership requirements of the Code for REITs, MAA:
• will consider the transfer to be null and void;
• will not reflect the transaction on its books;
• may institute legal action to enjoin the transaction;
• will not pay dividends or other distributions with respect to those shares;
• will not recognize any voting rights for those shares;
• will consider the shares held in trust for its benefit; and
• will either direct you to sell the shares and turn over any profit to MAA, or MAA will redeem the shares. If
MAA redeems the shares, you will be paid a price equal to the lesser of:
◦
◦
the principal price paid for the shares by the holder,
a price per share equal to the market price (as determined in the manner set forth in its charter) of the
applicable capital stock,
◦
◦
the market price (as so determined) on the date such holder would, but for the restrictions on transfers
set forth in its charter, be deemed to have acquired ownership of the shares and
the maximum price allowed under Tennessee Greenmail Act (such price being the average of the
highest and lowest closing market price for the shares during the 30 trading days preceding the
purchase of such shares or, if the holder of such shares has commenced a tender offer or has announced
an intention to seek control of MAA, during the 30 trading days preceding the commencement of such
tender offer or the making of such announcement).
22
JOB TITLE Mid-America Apartment 10-K
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OPERATOR ABIGAELS
The redemption price may be paid, at MAA’s option, by delivering one common unit (subject to adjustment from
time to time in the event of, among other things, stock splits, stock dividends, or recapitalizations affecting its common
stock or certain mergers, consolidations or asset transfers by MAA) issued by the Operating Partnership for each
Excess Share being redeemed.
you may lose your power to dispose of the shares;
If you acquire shares in violation of the limits on ownership described above:
•
•
•
you may be required to recognize a loss from the sale of such shares if the market price decreases.
you may not recognize profit from the sale of such shares if the market price of the shares increases; and
Provisions of MAA’s charter and Tennessee law may limit the ability of a third party to acquire control of MAA.
Ownership Limit
The 9.9% ownership limit discussed above may have the effect of precluding acquisition of control of MAA by a
third party without the consent of our Board of Directors.
Preferred Stock
MAA’s charter authorizes our Board of Directors to issue up to 20,000,000 shares of preferred stock. The Board of
Directors may establish the preferences and rights of any preferred shares issued. The issuance of preferred stock could
have the effect of delaying or preventing someone from taking control of MAA, even if a change in control were in
MAA shareholders’ best interests. As of December 31, 2015, no shares of preferred stock were issued and outstanding.
Tennessee Anti-Takeover Statutes
As a Tennessee corporation, MAA is subject to various legislative acts, which impose restrictions on and require
compliance with procedures designed to protect shareholders against unfair or coercive mergers and acquisitions.
These statutes may delay or prevent offers to acquire MAA and increase the difficulty of consummating any such
offers, even if MAA’s acquisition would be in MAA shareholders’ best interests.
Market interest rates and low trading volume may have an adverse effect on the market value of MAA’s
common stock.
The market price of shares of a REIT may be affected by the distribution rate on those shares, as a percentage
of the price of the shares, relative to market interest rates. If market interest rates increase, prospective purchasers of
MAA’s shares may expect a higher annual distribution rate. Higher interest rates would not, however, result in more
funds for MAA to distribute and, in fact, would likely increase MAA’s borrowing costs and potentially decrease funds
available for distribution. This could cause the market price of MAA’s common stock to go down. In addition, although
MAA’s common stock is listed on The New York Stock Exchange, or NYSE, the daily trading volume of MAA’s
common stock may be lower than the trading volume for other industries. As a result, MAA’s investors who desire to
liquidate substantial holdings may find that they are unable to dispose of their shares in the market without causing a
substantial decline in the market value of MAA’s common stock.
Changes in market conditions or a failure to meet the market’s expectations with regard to our results of
operations and cash distributions could adversely affect the market price of MAA’s common stock.
We believe that the market value of a REIT’s equity securities is based primarily upon the market’s perception of
the REIT’s growth potential and its current and potential future cash distributions, and is secondarily based upon the
real estate market value of the underlying assets. For that reason, MAA’s common stock may trade at prices that are
higher or lower than the net asset value per share. To the extent we retain operating cash flow for investment purposes,
working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets,
may not correspondingly increase the market price of MAA’s common stock. In addition, we are subject to the risk
that our cash flow will be insufficient to pay distributions to MAA’s shareholders. Our failure to meet the market’s
expectations with regard to future earnings and cash distributions would likely adversely affect the market price of
MAA’s stock.
23
JOB TITLE Mid-America Apartment 10-K
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DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
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PAGE NO. 24
OPERATOR ABIGAELS
The stock markets, including NYSE, on which MAA lists its common stock, have experienced significant price
and volume fluctuations. As a result, the market price of MAA’s common stock could be similarly volatile, and investors
in MAA’s common stock may experience a decrease in the value of their shares, including decreases unrelated to our
operating performance or prospects. Among the market conditions that may affect the market price of MAA’s publicly
traded securities are the following:
•
•
•
•
•
•
•
•
•
•
•
our financial condition and operating performance and the performance of other similar companies;
actual or anticipated differences in our quarterly and annual operating results;
changes in our revenues or earnings estimates or recommendations by securities analysts;
publication of research reports about us or our industry by securities analysts;
additions and departures of key personnel;
inability to access the capital markets;
strategic decisions by us or our competitors, such as acquisitions, dispositions, spin-offs, joint ventures,
strategic investments or changes in business strategy;
the issuance of additional shares of MAA’s common stock, or the perception that such sales may occur,
including under MAA’s at-the-market offering programs;
the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;
the attractiveness of the securities of REITs in comparison to securities issued by other entities (including
securities issued by other real estate companies);
an increase in market interest rates, which may lead prospective investors to demand a higher distribution
rate in relation to the price paid for MAA’s common stock;
changes in accounting principles;
speculation in the press or investment community;
actions by institutional shareholders or hedge funds;
the passage of legislation or other regulatory developments that adversely affect us or our industry;
•
•
•
•
•
•
In the past, securities class action litigation has often been instituted against companies following periods of
volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s
attention and resources.
general market conditions, including factors unrelated to our performance.
terrorist acts; and
RISKS RELATED TO THE OPERATING PARTNERSHIP’S ORGANIZATION AND OWNERSHIP OF
OP UNITS
The Operating Partnership’s existing unitholders have limited approval rights, which may prevent the Operating
Partnership’s sole general partner, MAA, from completing a change of control transaction that may be in the
best interests of all unitholders and of all the shareholders of MAA.
MAA may not engage in a sale or other disposition of all or substantially all of the assets of the Operating
Partnership, dissolve the Operating Partnership or, upon the occurrence of certain triggering events, take any action
that would result in any unitholder realizing taxable gain, without the approval of the holders of a majority of the
outstanding OP Units held by holders other than MAA or its affiliates, or Class A OP Units. The right of the holders
of our Class A OP Units to vote on these transactions could limit MAA’s ability to complete a change of control
transaction that might otherwise be in the best interest of all of our unitholders and all shareholders of MAA.
24
JOB TITLE Mid-America Apartment 10-K
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PAGE NO. 25
OPERATOR ABIGAELS
In certain circumstances, certain of the Operating Partnership’s unitholders must approve the Operating
Partnership’s sale of certain properties contributed by the unitholders.
In certain circumstances as detailed in the partnership agreement of the Operating Partnership, the Operating
Partnership may not sell or otherwise transfer certain properties unless a specified percentage of the limited partners
who were partners in the limited partnership holding such properties at the time of its acquisition by us approves
such sale or transfer. The exercise of these approval rights by the Operating Partnership’s unitholders could delay or
prevent the Operating Partnership from completing a transaction that may be in the best interest of all of the Operating
Partnership’s unitholders and all shareholders of MAA.
MAA, its officers and directors have substantial influence over the Operating Partnership’s affairs.
MAA, as the Operating Partnership’s sole general partner and acting through its officers and directors, has
a substantial influence on the Operating Partnership’s affairs. MAA, its officers and directors could exercise their
influence in a manner that is not in the best interest of the Operating Partnership’s unitholders. Also, MAA owns
approximately 94.8% of the OP Units and as such, will have substantial influence on the outcome of substantially all
matters submitted to the Operating Partnership’s unitholders for approval.
Market interest rates and low trading volume may have an adverse effect on the market value of MAA’s common
stock, which would affect the redemption price of the OP Units.
The market price of shares of a REIT may be affected by the distribution rate on those shares, as a percentage
of the price of the shares, relative to market interest rates. If market interest rates increase, prospective purchasers of
MAA’s common stock may expect a higher annual distribution rate. Higher interest rates would not, however, result in
more funds for MAA to distribute and, in fact, would likely increase MAA’s borrowing costs and potentially decrease
funds available for distribution. This could cause the market price of MAA’s common stock to go down, which would
reduce the price received upon redemption of any OP Units, or if MAA so elects, the value of MAA’s common stock
received in lieu of cash upon redemption of such OP Units. In addition, although MAA’s common stock is listed on
the NYSE, the daily trading volume of MAA’s shares may be lower than the trading volume for companies in other
industries. As a result, MAA’s investors who desire to liquidate substantial holdings may find that they are unable to
dispose of their shares in the market without causing a substantial decline in the market value of the shares.
Insufficient cash flow from operations or a decline in the market price of MAA’s common stock may reduce the
amount of cash available to the Operating Partnership to meet its obligations.
The Operating Partnership is subject to the risk that its cash flow will be insufficient to service its debt and to pay
distributions to its unitholders, which may cause MAA to not have the funds to pay distributions to its shareholders.
MAA’s failure to meet the market’s expectations with regard to future results of operations and cash distributions
would likely adversely affect the market price of its shares and thus potentially reduce MAA’s ability to contribute
funds from issuances down to the Operating Partnership, resulting in a lower level of cash available for investment or
to service our debt or to make distributions to the Operating Partnership’s unitholders.
RISKS RELATED TO TAX LAWS
Failure to qualify as a REIT would cause us to be taxed as a corporation, which would significantly reduce funds
available for distribution to shareholders.
If MAA fails to qualify as a REIT for federal income tax purposes, it will be subject to federal income tax on its
taxable income at regular corporate rates (subject to any applicable alternative minimum tax). In addition, unless MAA
is entitled to relief under applicable statutory provisions, it would be ineligible to make an election for treatment as a
REIT for the four taxable years following the year in which MAA loses its qualification. The additional tax liability
resulting from the failure to qualify as a REIT would significantly reduce or eliminate the amount of funds available
for distribution to MAA’s shareholders. Furthermore, MAA would no longer be required to make distributions to its
shareholders. Thus, MAA’s failure to qualify as a REIT could also impair its ability to expand its business and raise
capital, and would adversely affect the value of its common stock.
25
JOB TITLE Mid-America Apartment 10-K
REVISION 1
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DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
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PAGE NO. 26
OPERATOR ABIGAELS
MAA believes that it is organized and qualified as a REIT, and MAA intends to operate in a manner that will
allow it to continue to qualify as a REIT. However, MAA cannot assure you that it is qualified as a REIT, or that MAA
will remain qualified in the future. This is because qualification as a REIT involves the application of highly technical
and complex provisions of the Code for which there are only limited judicial and administrative interpretations and
involves the determination of a variety of factual matters and circumstances not entirely within MAA’s control. In
addition, future legislation, new regulations, administrative interpretations or court decisions may significantly change
the tax laws or the application of the tax laws with respect to qualification as a REIT for federal income tax purposes
or the federal income tax consequences of this qualification.
Even if MAA qualifies as a REIT, MAA will be subject to certain federal, state and local taxes on our income and
property and on taxable income that MAA does not distribute to its shareholders. In addition, MAA may hold certain
assets and engage in certain activities that a REIT could not engage in directly through its taxable REIT subsidiaries, or
TRSs, and those TRSs will be subject to federal income tax at regular corporate rates on their taxable incomes without
the benefit of the dividends paid deduction applicable to REITs.
We may incur adverse tax consequences if Colonial failed to qualify as a REIT for U.S. federal income tax
purposes; and if that occurs, it may have a material adverse effect on our consolidated results of operations and
financial condition.
Prior to the Merger, Colonial operated in a manner intended to allow it to qualify as a REIT for U.S. federal
income tax purposes under the Code. As discussed in Exhibit 99.1 to our Current Report on Form 8-K filed with
the SEC on March 19, 2015, qualification as a REIT involves the application of highly technical and complex Code
provisions for which there are only limited judicial and administrative interpretations and Colonial’s qualification as a
REIT prior to the Merger was generally subject to the same requirements, risks and uncertainties as described in such
Exhibit 99.1. Moreover, the complexity of these provisions and of the applicable Treasury Regulations that have been
promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership (such as we
do and Colonial did prior to the Merger). The determination of various factual matters and circumstances not entirely
within a REIT’s control may affect its ability to qualify as a REIT.
If Colonial is determined to have lost its REIT status at any time prior to the Merger, MAA will face serious tax
consequences and material tax liabilities. Because MAA owns no material assets other than its ownership interest in
the Operating Partnership, the Operating Partnership and its subsidiaries would likely be required to provide cash to
MAA to satisfy any such tax liabilities, which would substantially reduce the Operating Partnership’s available cash,
including cash available to pay its indebtedness or make distributions to its limited partners or MAA’s shareholders
because, among other things:
• MAA would be required to pay U.S. federal income tax on Colonial’s prior net income at regular corporate
rates for the years Colonial did not qualify for taxation as a REIT (and, for such years, Colonial would not
be allowed a deduction for dividends paid to its former shareholders in computing its taxable income);
•
•
Colonial could be subject to the federal alternative minimum tax and possibly increased state and local taxes
for such periods; and
unless Colonial is entitled to relief under applicable statutory provisions, neither it nor any “successor”
company could elect to be taxed as a REIT until the fifth taxable year following the year during which it
was disqualified.
MAA is liable for any taxes payable by Colonial for any periods prior to the Merger. In addition, if Colonial failed
to qualify as a REIT but we nonetheless qualified as a REIT, in the event of a taxable disposition of a former Colonial
asset during the five years following the Merger we would be subject to corporate tax with respect to any built-in gain
inherent in such asset as of the date of the Merger. In addition, under the “investment company” rules under Section 368
of the Code, if both MAA and Colonial were “investment companies” under such rules, the failure of either Colonial or
us to have qualified as a REIT could cause the Merger to be taxable to us and our shareholders. As a result of all these
factors, Colonial’s failure to have qualified as a REIT could jeopardize our qualification as a REIT and require our
Operating Partnership to provide material amounts of cash to us to satisfy our additional tax liabilities and therefore
have a material adverse effect on our financial condition, results of operations, business and prospects and our ability
to make payments on our indebtedness or distributions to our shareholders.
26
JOB TITLE Mid-America Apartment 10-K
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DATE Sunday, March 20, 2016
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PAGE NO. 27
OPERATOR ABIGAELS
The Operating Partnership may fail to be treated as a partnership for federal income tax purposes.
We believe that the Operating Partnership qualifies, and has so qualified since its formation, as a partnership
for federal income tax purposes and not as a publicly traded partnership taxable as a corporation. No assurance can
be provided, however, that the Internal Revenue Service, or IRS, will not challenge the treatment of the Operating
Partnership as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the
IRS were successful in treating the Operating Partnership as a corporation for federal income tax purposes, then the
taxable income of the Operating Partnership would be taxable at regular corporate income tax rates. In addition, the
treatment of the Operating Partnership as a corporation would cause MAA to fail to qualify as a REIT. See “Failure
to qualify as a REIT would cause us to be taxed as a corporation, which would significantly reduce funds available for
distribution to shareholders” above.
Recent tax legislation impacts certain U.S. federal income tax rules applicable to REITs and could adversely
affect our current tax positions.
The recently enacted Protecting Americans from Tax Hikes Act of 2015 (the “PATH Act”) contains changes
to certain aspects of the U.S. federal income tax rules applicable to us. The PATH Act is the most recent example of
changes to the REIT rules, and additional legislative changes may occur that could adversely affect our current tax
positions. The PATH Act modifies various rules that apply to our ownership of, and business relationship with, our
TRSs and reduces the maximum allowable value of our assets attributable to TRSs from 25% to 20% which could
impact our ability to enter into future investments. The PATH Act makes permanent the reduction of the recognition
period (from ten years to five years) during which an entity that converted from a corporation to a REIT or was
acquired by a REIT is subject to a corporate-level tax on built-in gains recognized during such period, which could
influence the types of investments we enter into in the future. The PATH Act also makes multiple changes related to
the Foreign Investment in Real Property Tax Act, expands prohibited transaction safe harbors and qualifying hedges,
and repeals the preferential dividend rule for public REITs previously applicable to us. Lastly, the PATH Act adjusts
the way we may calculate certain earnings and profits calculations to avoid double taxation at the stockholder level,
and expands the types of qualifying assets and income for purposes of the REIT requirements. The provisions enacted
by the PATH Act could result in changes in our tax positions or investments, and future legislative changes related to
those rules described above could have a materially adverse impact on our results of operations and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
We seek to acquire newer apartment communities and those with opportunities for repositioning through capital
additions and management improvement located in the Southeast and Southwest regions of the United States that are
primarily appealing to middle income residents with the potential for above average growth and return on investment.
Approximately 65% of our apartment units are located in the Florida, Georgia, North Carolina, and Texas markets. Our
strategic focus is to provide our residents high quality apartment units in attractive community settings, characterized
by extensive landscaping and attention to aesthetic detail. We utilize our experience and expertise in maintenance,
landscaping, marketing and management to effectively reposition many of the apartment communities we acquire to
raise occupancy levels and per unit average rents.
27
The following table sets forth certain historical information for the apartment communities we owned at December 31, 2015:
Property
Location
Birchall at Ross Bridge � � � � � � � � � � � � � Birmingham, AL
CG at Riverchase Trails � � � � � � � � � � � � � Birmingham, AL
CV at Trussville � � � � � � � � � � � � � � � � � � � Birmingham, AL
Eagle Ridge � � � � � � � � � � � � � � � � � � � � � � Birmingham, AL
CG at Traditions � � � � � � � � � � � � � � � � � � � Gulf Shores, AL
Abbington Place � � � � � � � � � � � � � � � � � � � Huntsville, AL
CG at Edgewater� � � � � � � � � � � � � � � � � � � Huntsville, AL
TPC at Providence � � � � � � � � � � � � � � � � � Huntsville, AL
CG at Madison � � � � � � � � � � � � � � � � � � � � Madison, AL
TPC Montgomery � � � � � � � � � � � � � � � � � � Montgomery, AL
Cypress Village � � � � � � � � � � � � � � � � � � � Orange Beach, AL
CG at Liberty Park � � � � � � � � � � � � � � � � � Vestavia Hills, AL
2
8
Sky View Ranch � � � � � � � � � � � � � � � � � � � Gilbert, AZ
CG at Inverness Commons � � � � � � � � � � Mesa, AZ
Edge at Lyon’s Gate � � � � � � � � � � � � � � � � Phoenix, AZ
Talus Ranch at Sonoran Foothills � � � � � Phoenix, AZ
CG at Scottsdale � � � � � � � � � � � � � � � � � � � Scottsdale, AZ
CG at OldTown Scottsdale South � � � � � Scottsdale, AZ
SkySong � � � � � � � � � � � � � � � � � � � � � � � � � Scottsdale, AZ
Calais Forest � � � � � � � � � � � � � � � � � � � � � � Little Rock, AR
Napa Valley Apartments � � � � � � � � � � � � Little Rock, AR
Palisades at Chenal Valley � � � � � � � � � � � Little Rock, AR
Ridge at Chenal Valley � � � � � � � � � � � � � � Little Rock, AR
Westside Creek � � � � � � � � � � � � � � � � � � � � Little Rock, AR
Tiffany Oaks � � � � � � � � � � � � � � � � � � � � � � Altamonte Springs, FL
Indigo Point � � � � � � � � � � � � � � � � � � � � � � Brandon, FL
TPC Brandon � � � � � � � � � � � � � � � � � � � � � Brandon, FL
CG at Lakewood Ranch � � � � � � � � � � � � � Bradenton, FL
Preserve at Coral Square � � � � � � � � � � � � Coral Springs, FL
TPC Gainesville � � � � � � � � � � � � � � � � � � � Gainesville, FL
The Retreat at Magnolia Parke � � � � � � � Gainesville, FL
CG at Heathrow � � � � � � � � � � � � � � � � � � � Heathrow, FL
Atlantic Crossing � � � � � � � � � � � � � � � � � �
Coopers Hawk � � � � � � � � � � � � � � � � � � � �
Jacksonville, FL
Jacksonville, FL
Year
Management
Commenced
2011
2013
2013
1998
2013
1998
2013
1997
2013
1998
2013
2013
Reportable
Segment
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(6)
(5)
2009
2013
2008
2006
2013
2013
2015
1994
1996
2011
2011
1997
1996
2000
1997
2013
2004
1998
2011
2013
2011
1995
(4)
(4)
(4)
(4)
(4)
(4)
(6)
(5)
(5)
(5)
(5)
(5)
(4)
(4)
(4)
(4)
(4)
(5)
(5)
(4)
(5)
(5)
Approximate
Rentable
Area (Square
Footage)
283,680
328,008
410,216
181,600
321,732
162,792
543,000
441,000
354,480
246,272
206,016
338,700
3,817,496
225,272
306,000
299,208
437,280
201,600
470,584
315,900
2,255,844
195,000
183,120
319,672
340,080
304,612
1,342,484
232,704
194,640
528,440
301,536
570,720
326,304
206,244
353,184
248,200
218,400
Number
of Units
240
346
376
200
324
152
500
392
336
208
96
300
3,470
232
300
312
480
180
472
325
2,301
260
240
248
312
308
1,368
288
240
440
288
480
264
204
312
200
208
Average
Unit Size
(Square
Footage)
1,182
948
1,091
908
993
1,071
1,086
1,125
1,055
1,184
2,146
1,129
1,100
971
1,020
959
911
1,120
997
972
980
750
763
1,289
1,090
989
981
808
811
1,201
1,047
1,189
1,236
1,011
1,132
1,241
1,050
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$1,153�13
$ 861�21
$ 831�61
$ 786�18
$ 815�62
$ 638�97
$ 751�42
$ 750�88
$ 809�88
$ 813�77
$1,509�06
$1,097�03
$ 862.09
$ 967�52
$ 908�36
$ 972�68
$ 817�25
$1,143�13
$1,058�52
$1,339�74
$1,014.14
$ 727�12
$ 693�03
$1,093�86
$1,059�42
$ 801�75
$ 880.21
$ 913�87
$ 943�23
$1,079�54
$1,312�73
$1,526�60
$1,025�31
$1,103�11
$1,194�50
$1,221�74
$ 919�92
Average
Occupancy
Percent at
December 31,
2015(2)
96�25%
96�53%
96�54%
95�00%
97�22%
96�71%
97�60%
95�66%
96�13%
99�04%
94�79%
97�00%
96.66%
97�84%
95�67%
98�08%
96�04%
98�33%
97�25%
95�08%
96.74%
97�31%
97�92%
93�55%
95�83%
96�43%
96.20%
96�18%
96�25%
94�32%
97�22%
96�25%
94�32%
97�55%
97�76%
97�00%
97�60%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$1,131�79
$ 858�07
$ 831�21
$ 777�43
$ 808�09
$ 638�31
$ 745�89
$ 741�60
$ 808�09
$ 804�52
$1,498�29
$1,089�44
$ 855.49
$ 944�19
$ 906�52
$ 953�96
$ 811�41
$1,137�58
$1,052�13
$1,253�11
$ 993.81
$ 720�79
$ 691�90
$1,082�74
$1,043�09
$ 798�34
$ 872.31
$ 913�40
$ 935�75
$1,078�10
$1,312�45
$1,524�47
$1,019�08
$1,092�11
$1,189�65
$1,213�93
$ 919�92
Year
Complete
2009
1996
1996
1986
2008
1987
1990/99
1989/98
1999
1999
2008
2000
Subtotal Alabama
2007
2002
2007
2005
1999
1995
2014
Subtotal Arizona
1987
1984
2006
2012
1984/86
Subtotal Arkansas
1985
1989
1998
1999
1996
1999
2009
1997
2008
1987
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
Y
P
E
P
A
G
E
N
O
.
2
8
O
P
E
R
A
T
O
R
I
A
B
G
A
E
L
S
J
O
B
T
I
T
L
E
i
M
d
-
A
m
e
r
i
c
a
A
p
a
r
t
m
e
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t
1
0
-
K
I
R
E
V
S
O
N
I
1
S
E
R
A
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I
<
1
2
3
4
5
6
7
8
>
D
A
T
E
S
u
n
d
a
y
,
M
a
r
c
h
2
0
,
2
0
1
6
2
9
Location
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Property
Hunters Ridge Deerwood � � � � � � � � � � � �
Lakeside Apartments � � � � � � � � � � � � � � �
Lighthouse at Fleming Island� � � � � � � � �
TPC Mandarin � � � � � � � � � � � � � � � � � � � �
St� Augustine at the Lake I � � � � � � � � � � �
St� Augustine at the Lake II � � � � � � � � � �
Tattersall at Tapestry Park � � � � � � � � � � �
Woodhollow � � � � � � � � � � � � � � � � � � � � � �
TPC Lakeland � � � � � � � � � � � � � � � � � � � � � Lakeland, FL
CG at Town Park � � � � � � � � � � � � � � � � � � Lake Mary, FL
CG at TownPark Reserve � � � � � � � � � � � � Lake Mary, FL
CG at Lake Mary I&II � � � � � � � � � � � � � � Lake Mary, FL
CG at Lake Mary III � � � � � � � � � � � � � � � � Lake Mary, FL
Retreat at Lake Nona � � � � � � � � � � � � � � � Orlando, FL
CG at Heather Glen � � � � � � � � � � � � � � � � Orlando, FL
CG at Randal Lakes � � � � � � � � � � � � � � � � Orlando, FL
Park Crest at Innisbrook� � � � � � � � � � � � � Palm Harbor, FL
The Club at Panama Beach � � � � � � � � � � Panama City, FL
CV at Twin Lakes � � � � � � � � � � � � � � � � � � Sanford, FL
TPC Tallahassee � � � � � � � � � � � � � � � � � � � Tallahassee, FL
Verandas at Southwood � � � � � � � � � � � � � Tallahassee, FL
Belmere � � � � � � � � � � � � � � � � � � � � � � � � � � Tampa, FL
Links at Carrollwood � � � � � � � � � � � � � � � Tampa, FL
Village Oaks � � � � � � � � � � � � � � � � � � � � � � Tampa, FL
CG at Hampton Preserve � � � � � � � � � � � � Tampa, FL
CG at Seven Oaks � � � � � � � � � � � � � � � � � � Wesley Chapel, FL
CG at Windermere � � � � � � � � � � � � � � � � � Windermere, FL
Allure at Brookwood � � � � � � � � � � � � � � � Atlanta, GA
Allure in Buckhead Village � � � � � � � � � � Atlanta, GA
Sanctuary at Oglethorpe � � � � � � � � � � � � Atlanta, GA
Terraces at Fieldstone � � � � � � � � � � � � � � � Conyers, GA
CG at Berkeley Lake � � � � � � � � � � � � � � � Duluth, GA
CG at McDaniel Farm � � � � � � � � � � � � � � Duluth, GA
CG at Pleasant Hill � � � � � � � � � � � � � � � � � Duluth, GA
CG at River Oaks � � � � � � � � � � � � � � � � � � Duluth, GA
CG at River Plantation � � � � � � � � � � � � � � Duluth, GA
Year
Complete
1987
1985
2003
1998
1987
2008
2009
1986
1988/90
2002
2004
2012
2014
2006
2000
2014
2000
2000
2005
1992
2003
1984
1980
2005
2012
2004
2009
Subtotal Florida
2008
2002
1994
1999
1998
1997
1996
1992
1994
Year
Management
Commenced
1997
1996
2003
1998
1995
1995
2011
1997
1997
2013
2013
2013
2013
2012
2013
2013
2009
1998
2013
1997
2011
1994
1998
2008
2013
2013
2013
Reportable
Segment
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(4)
(4)
(6)
(6)
(4)
(4)
(6)
(4)
(5)
(4)
(5)
(6)
(4)
(4)
(4)
(4)
(4)
(4)
2012
2012
2008
1998
2013
2013
2013
2013
2013
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
Approximate
Rentable
Area (Square
Footage)
295,008
346,112
556,110
334,656
319,600
118,544
307,458
379,350
502,048
535,344
77,440
348,500
139,920
421,186
523,264
435,666
461,808
283,718
417,680
329,536
341,700
202,440
213,210
279,864
515,160
301,782
283,920
12,451,396
344,463
222,756
287,500
375,092
244,260
450,925
502,000
276,264
310,416
Number
of Units
336
416
501
288
400
124
279
450
464
456
80
340
132
394
448
462
432
254
460
304
300
210
230
234
486
318
280
12,002
349
228
250
316
180
425
502
216
232
Average
Unit Size
(Square
Footage)
878
832
1,110
1,162
799
956
1,102
843
1,082
1,174
968
1,025
1,060
1,069
1,168
943
1,069
1,117
908
1,084
1,139
964
927
1,196
1,060
949
1,014
1,037
987
977
1,150
1,187
1,357
1,061
1,000
1,279
1,338
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$ 892�18
$ 813�39
$1,034�08
$ 987�33
$ 812�11
$1,056�69
$1,243�64
$ 846�52
$ 843�72
$1,191�54
$1,259�16
$1,280�26
$1,323�45
$1,161�86
$1,262�90
$1,174�88
$1,117�43
$1,119�53
$ 989�56
$ 919�37
$1,045�16
$ 946�79
$1,008�17
$1,147�09
$1,132�87
$1,085�24
$1,285�74
$1,081.98
$1,384�35
$1,416�06
$1,634�89
$ 939�39
$1,163�25
$ 983�77
$ 904�57
$1,090�39
$1,101�64
Average
Occupancy
Percent at
December 31,
2015(2)
97�62%
98�08%
97�01%
97�57%
97�50%
96�77%
96�42%
96�44%
96�12%
98�03%
100�00%
97�94%
95�45%
95�94%
97�99%
95�67%
96�99%
94�09%
97�39%
95�72%
95�67%
97�62%
96�96%
95�73%
96�09%
97�17%
98�93%
96.74%
95�99%
97�37%
96�80%
94�94%
95�00%
97�65%
98�41%
98�61%
97�41%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$ 887�02
$ 811�51
$1,024�44
$ 983�89
$ 810�99
$1,054�44
$1,233�68
$ 846�40
$ 840�24
$1,189�65
$1,259�16
$1,275�48
$1,316�58
$1,159�38
$1,256�96
$1,169�48
$ 1,111�18
$ 1,111�14
$ 985�13
$ 903�88
$1,035�35
$ 942�83
$1,007�74
$1,135�22
$1,130�90
$1,083�35
$1,285�31
$1,077.51
$1,385�98
$1,407�57
$1,614�89
$ 939�24
$1,161�17
$ 981�30
$ 903�17
$1,080�07
$1,096�90
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
Y
P
E
P
A
G
E
N
O
.
2
9
O
P
E
R
A
T
O
R
I
A
B
G
A
E
L
S
J
O
B
T
I
T
L
E
i
M
d
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A
m
e
r
i
c
a
A
p
a
r
t
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e
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t
1
0
-
K
I
R
E
V
S
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1
S
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I
<
1
2
3
4
5
6
7
8
>
D
A
T
E
S
u
n
d
a
y
,
M
a
r
c
h
2
0
,
2
0
1
6
3
0
Property
Location
Prescott � � � � � � � � � � � � � � � � � � � � � � � � � � Duluth, GA
CG at Mount Vernon � � � � � � � � � � � � � � � Dunwoody, GA
Lake Lanier Club I � � � � � � � � � � � � � � � � � Gainesville, GA
Lake Lanier Club II � � � � � � � � � � � � � � � � Gainesville, GA
CG at Shiloh � � � � � � � � � � � � � � � � � � � � � � Kennesaw, GA
Milstead Village � � � � � � � � � � � � � � � � � � � Kennesaw, GA
CG at Barrett Creek � � � � � � � � � � � � � � � � Marietta, GA
CG at Godley Lake � � � � � � � � � � � � � � � � � Pooler, GA
CG at Godley Station � � � � � � � � � � � � � � � Pooler, GA
Avala at Savannah Quarters � � � � � � � � � � Savannah, GA
CG at Hammocks � � � � � � � � � � � � � � � � � � Savannah, GA
CV at Greentree � � � � � � � � � � � � � � � � � � � Savannah, GA
CV at Huntington � � � � � � � � � � � � � � � � � � Savannah, GA
CV at Marsh Cove � � � � � � � � � � � � � � � � � Savannah, GA
Georgetown Grove � � � � � � � � � � � � � � � � � Savannah, GA
The Oaks at Wilmington Island � � � � � � � Savannah, GA
Highlands of West Village I � � � � � � � � � � Smyrna, GA
Highlands of West Village II � � � � � � � � � Smyrna, GA
Terraces at Towne Lake � � � � � � � � � � � � � Woodstock, GA
Haven at Prairie Trace � � � � � � � � � � � � � � Kansas City, KS
Grand Reserve at Pinnacle � � � � � � � � � � � Lexington, KY
Lakepointe � � � � � � � � � � � � � � � � � � � � � � � Lexington, KY
The Mansion � � � � � � � � � � � � � � � � � � � � � � Lexington, KY
The Village � � � � � � � � � � � � � � � � � � � � � � � Lexington, KY
Stonemill Village � � � � � � � � � � � � � � � � � � Louisville, KY
Crosswinds � � � � � � � � � � � � � � � � � � � � � � �
Pear Orchard � � � � � � � � � � � � � � � � � � � � � �
Reflection Pointe � � � � � � � � � � � � � � � � � �
Lakeshore Landing � � � � � � � � � � � � � � � � � Ridgeland, MS
Jackson, MS
Jackson, MS
Jackson, MS
Year
Complete
2001
1997
1998
2001
2002
1998
1999
2008
2005
2009
1997
1984
1986
1983
1997
1999
2006
2012
1999
Subtotal Georgia
2015
Subtotal Kansas
2000
1986
1989
1989
1985
Subtotal Kentucky
1989
1985
1986
1974
Subtotal Mississippi
Year
Management
Commenced
2004
2013
2005
2005
2013
2008
2013
2013
2013
2011
2013
2013
2013
2013
1998
2006
2014
2014
1998
Reportable
Segment
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(6)
(6)
(4)
2015
1999
1994
1994
1994
1994
1996
1994
1988
1994
(6)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
Approximate
Rentable
Area (Square
Footage)
411,648
257,091
396,288
359,950
533,358
356,190
310,088
269,568
337,272
278,016
323,708
165,288
121,128
197,212
239,800
333,846
368,504
188,000
568,264
9,028,895
257,880
257,880
432,900
90,742
138,736
182,700
324,864
1,169,942
443,160
337,263
248,344
174,244
1,203,011
Number
of Units
384
213
344
313
498
310
332
288
312
256
308
194
147
188
220
306
292
188
502
8,293
280
280
370
118
184
252
384
1,308
360
389
296
196
1,241
Average
Unit Size
(Square
Footage)
1,072
1,207
1,152
1,150
1,071
1,149
934
936
1,081
1,086
1,051
852
824
1,049
1,090
1,091
1,262
1,000
1,132
1,089
921
921
1,170
769
754
725
846
894
1,231
867
839
889
969
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$ 989�39
$1,346�62
$1,001�87
$ 934�84
$ 985�98
$1,067�55
$ 987�36
$ 964�56
$ 989�83
$1,010�02
$1,160�38
$ 779�60
$ 892�07
$ 857�35
$ 956�19
$1,085�03
$1,435�76
$1,374�53
$ 903�83
$1,068.12
$1,088�79
$1,088.79
$1,007�01
$ 692�71
$ 736�47
$ 723�43
$ 803�78
$ 826.30
$ 865�67
$ 866�41
$ 885�86
$ 765�04
$ 854.82
Average
Occupancy
Percent at
December 31,
2015(2)
95�31%
97�65%
97�38%
96�81%
96�18%
97�10%
96�08%
97�92%
96�15%
97�27%
96�43%
93�30%
100�00%
97�87%
94�55%
98�04%
93�84%
95�21%
94�22%
96.50%
95�00%
95.00%
94�86%
100�00%
99�46%
97�62%
96�61%
97.02%
96�11%
96�14%
97�97%
96�94%
96.70%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$ 986�40
$1,344�43
$ 994�94
$ 933�72
$ 983�17
$1,066�75
$ 986�61
$ 961�93
$ 976�16
$ 997�92
$1,155�94
$ 754�57
$ 883�29
$ 833�13
$ 948�76
$1,065�60
$1,431�72
$1,358�20
$ 894�67
$1,061.52
$1,037�18
$1,037.18
$ 993�41
$ 692�71
$ 732�34
$ 717�00
$ 799�47
$ 819.37
$ 847�96
$ 862�94
$ 884�17
$ 765�04
$ 848.20
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
Y
P
E
P
A
G
E
N
O
.
3
0
O
P
E
R
A
T
O
R
I
A
B
G
A
E
L
S
J
O
B
T
I
T
L
E
i
M
d
-
A
m
e
r
i
c
a
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p
a
r
t
m
e
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t
1
0
-
K
I
R
E
V
S
O
N
I
1
S
E
R
A
L
I
<
1
2
3
4
5
6
7
8
>
D
A
T
E
S
u
n
d
a
y
,
M
a
r
c
h
2
0
,
2
0
1
6
Year
Management
Commenced
2012
2015
2015
Reportable
Segment
(5)
(6)
(6)
2013
2013
2013
1997
2005
2010
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(6)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(5)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
Approximate
Rentable
Area (Square
Footage)
324,615
301,278
59,730
685,623
338,200
349,184
687,384
308,732
169,750
377,472
337,792
451,694
279,900
300,672
232,596
300,792
167,076
304,639
326,740
387,192
236,088
172,992
273,540
107,695
252,048
238,644
255,094
198,084
384,430
410,040
248,000
255,690
203,256
311,360
401,128
381,850
209,580
Average
Unit Size
(Square
Footage)
1,005
1,011
1,086
1,014
890
1,024
953
977
875
983
832
1,006
933
1,044
923
996
1,071
863
961
949
1,093
901
970
1,267
1,068
947
959
971
1,039
1,020
992
947
941
973
1,102
1,091
998
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$1,277�72
$1,220�91
$1,287�09
$1,253.44
$ 823�26
$ 877�21
$ 848.78
$ 962�42
$ 860�84
$ 889�62
$1,283�91
$1,007�79
$ 956�25
$ 917�93
$ 939�18
$ 963�62
$ 950�24
$1,263�48
$ 860�17
$ 773�51
$ 939�06
$ 822�29
$ 838�19
$1,873�79
$ 966�62
$ 930�99
$ 783�06
$ 867�54
$ 944�26
$ 777�48
$1,038�38
$ 940�05
$1,055�06
$ 935�25
$1,014�50
$1,019�56
$ 885�41
Average
Occupancy
Percent at
December 31,
2015(2)
96�90%
93�29%
92�73%
94.97%
97�89%
97�95%
97.92%
95�25%
96�91%
96�35%
95�81%
98�44%
96�67%
96�53%
97�22%
97�02%
97�44%
95�18%
97�06%
97�30%
97�22%
97�92%
95�39%
95�29%
98�31%
97�22%
95�11%
98�53%
95�95%
99�00%
98�00%
95�93%
97�69%
96�56%
96�43%
95�71%
95�24%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$1,269�33
$1,115�64
$1,287�09
$1,203.03
$ 822�47
$ 878�68
$ 849.06
$ 952�26
$ 827�08
$ 876�03
$1,238�79
$1,006�56
$ 949�32
$ 913�77
$ 939�18
$ 957�82
$ 948�64
$1,251�57
$ 857�23
$ 772�35
$ 936�98
$ 815�67
$ 837�12
$1,863�48
$ 965�56
$ 917�50
$ 779�30
$ 867�50
$ 928�04
$ 776�92
$1,019�24
$ 937�27
$1,053�68
$ 928�28
$1,000�48
$1,012�54
$ 874�45
Number
of Units
323
298
55
676
380
341
721
316
194
384
406
449
300
288
252
302
156
353
340
408
216
192
282
85
236
252
266
204
370
402
250
270
216
320
364
350
210
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
Y
P
E
P
A
G
E
N
O
.
3
1
O
P
E
R
A
T
O
R
I
A
B
G
A
E
L
S
J
O
B
T
I
T
L
E
i
M
d
-
A
m
e
r
i
c
a
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p
a
r
t
m
e
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t
1
0
-
K
I
R
E
V
S
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R
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I
<
1
2
3
4
5
6
7
8
>
D
A
T
E
S
u
n
d
a
y
,
M
a
r
c
h
2
0
,
2
0
1
6
Year
Complete
2010
2014
2014
Subtotal Missouri
2009
2007
Subtotal Nevada
2007
1988
1996
2010
2008
1996
2001
2005
1998
2005
2014
1999
1998/2000
2002
1986
2000
2008
2009
1997
1996
1985
2002
2001/04
2008
1990
2008
2003
2009
2008
1997
Property
Location
Market Station � � � � � � � � � � � � � � � � � � � � Kansas City, MO
Residences at Burlington Creek� � � � � � � Kansas City, MO
The Denton (I) � � � � � � � � � � � � � � � � � � � � Kansas City, MO
CG at Desert Vista � � � � � � � � � � � � � � � � � North Las Vegas, NV
CG at Palm Vista � � � � � � � � � � � � � � � � � � North Las Vegas, NV
3
1
CV at Beaver Creek � � � � � � � � � � � � � � � � Apex, NC
Hermitage at Beechtree � � � � � � � � � � � � � Cary, NC
Waterford Forest � � � � � � � � � � � � � � � � � � � Cary, NC
1225 South Church � � � � � � � � � � � � � � � � � Charlotte, NC
CG at Ayrsley � � � � � � � � � � � � � � � � � � � � � Charlotte, NC
CG at Beverly Crest � � � � � � � � � � � � � � � � Charlotte, NC
CG at Legacy Park � � � � � � � � � � � � � � � � � Charlotte, NC
CG at Mallard Creek � � � � � � � � � � � � � � � Charlotte, NC
CG at Mallard Lake � � � � � � � � � � � � � � � � Charlotte, NC
CG at University Center � � � � � � � � � � � � � Charlotte, NC
CR at South End � � � � � � � � � � � � � � � � � � � Charlotte, NC
CV at Chancellor Park � � � � � � � � � � � � � � Charlotte, NC
CV at Greystone � � � � � � � � � � � � � � � � � � � Charlotte, NC
CV at South Tryon � � � � � � � � � � � � � � � � � Charlotte, NC
CV at Stone Point � � � � � � � � � � � � � � � � � � Charlotte, NC
CV at Timber Crest � � � � � � � � � � � � � � � � Charlotte, NC
Enclave � � � � � � � � � � � � � � � � � � � � � � � � � � Charlotte, NC
CG at Cornelius � � � � � � � � � � � � � � � � � � � Cornelius, NC
CG at Patterson Place � � � � � � � � � � � � � � � Durham, NC
CV at Woodlake � � � � � � � � � � � � � � � � � � � Durham, NC
CV at Deerfield � � � � � � � � � � � � � � � � � � � Durham, NC
CG at Research Park� � � � � � � � � � � � � � � � Durham, NC
CG at Autumn Park � � � � � � � � � � � � � � � � Greensboro, NC
CG at Huntersville � � � � � � � � � � � � � � � � � Huntersville, NC
CV at Matthews � � � � � � � � � � � � � � � � � � � Matthews, NC
CG at Matthews Commons � � � � � � � � � � Matthews, NC
CG at Arringdon � � � � � � � � � � � � � � � � � � � Morrisville, NC
CG at Brier Creek � � � � � � � � � � � � � � � � � � Raleigh, NC
CG at Brier Falls � � � � � � � � � � � � � � � � � � � Raleigh, NC
CG at Crabtree � � � � � � � � � � � � � � � � � � � � Raleigh, NC
3
2
Property
Location
Hue � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Raleigh, NC
CG at Trinity Commons � � � � � � � � � � � � � Raleigh, NC
Preserve at Brier Creek � � � � � � � � � � � � � Raleigh, NC
Providence at Brier Creek � � � � � � � � � � � Raleigh, NC
Corners at Crystal Lake � � � � � � � � � � � � � Winston-Salem, NC
Colonial Village at Glen Eagles � � � � � � � Winston-Salem, NC
CV at Mill Creek � � � � � � � � � � � � � � � � � � Winston-Salem, NC
Tanglewood � � � � � � � � � � � � � � � � � � � � � � Anderson, SC
CG at Cypress Cove � � � � � � � � � � � � � � � � Charleston, SC
CV at Hampton Pointe � � � � � � � � � � � � � � Charleston, SC
CG at Quarterdeck � � � � � � � � � � � � � � � � � Charleston, SC
CV at Westchase � � � � � � � � � � � � � � � � � � � Charleston, SC
River’s Walk � � � � � � � � � � � � � � � � � � � � � � Charleston, SC
The Fairways � � � � � � � � � � � � � � � � � � � � � Columbia, SC
TPC Columbia � � � � � � � � � � � � � � � � � � � � Columbia, SC
CV at Windsor Place � � � � � � � � � � � � � � � Goose Creek, SC
Highland Ridge � � � � � � � � � � � � � � � � � � � Greenville, SC
Howell Commons � � � � � � � � � � � � � � � � � � Greenville, SC
TPC Greenville � � � � � � � � � � � � � � � � � � � � Greenville, SC
Park Haywood � � � � � � � � � � � � � � � � � � � � Greenville, SC
Spring Creek � � � � � � � � � � � � � � � � � � � � � � Greenville, SC
Runaway Bay � � � � � � � � � � � � � � � � � � � � � Mt� Pleasant, SC
CG at Commerce Park � � � � � � � � � � � � � � North Charleston, SC
535 Brookwood� � � � � � � � � � � � � � � � � � � � Simpsonville, SC
Park Place � � � � � � � � � � � � � � � � � � � � � � � � Spartanburg, SC
Farmington Village � � � � � � � � � � � � � � � � Summerville, SC
CV at Waters Edge � � � � � � � � � � � � � � � � � Summerville, SC
Hamilton Pointe � � � � � � � � � � � � � � � � � � � Chattanooga, TN
Hidden Creek � � � � � � � � � � � � � � � � � � � � � Chattanooga, TN
Steeplechase � � � � � � � � � � � � � � � � � � � � � � Chattanooga, TN
Windridge � � � � � � � � � � � � � � � � � � � � � � � � Chattanooga, TN
Kirby Station � � � � � � � � � � � � � � � � � � � � � Memphis, TN
Lincoln on the Green � � � � � � � � � � � � � � � Memphis, TN
Park Estate � � � � � � � � � � � � � � � � � � � � � � � Memphis, TN
Reserve at Dexter Lake � � � � � � � � � � � � � Memphis, TN
Year
Complete
2009
2000/02
2004
2007
1982
1990/2000
1984
Subtotal North Carolina
1980
2001
1986
1987
1985
2013
1992
1991
1985
1984
1987
1996
1983
1985
1988
2008
2008
1987
2007
1985
Subtotal South Carolina
1989
1987
1986
1984
1978
1992
1974
2000
Year
Management
Commenced
2010
2013
2006
2008
1993
2013
2013
Reportable
Segment
(4)
(4)
(4)
(4)
(5)
(5)
(5)
1994
2013
2013
2013
2013
2013
1994
1997
2013
1995
1997
1997
1993
1995
1995
2013
2010
1997
2007
2013
1992
1988
1991
1997
1994
1994
1977
1998
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
Approximate
Rentable
Area (Square
Footage)
185,744
484,176
519,300
297,037
173,520
312,170
209,660
10,666,173
146,664
304,128
314,640
218,960
258,016
248,400
213,840
378,672
213,472
134,904
275,616
231,504
158,704
179,504
177,840
306,384
254,464
195,224
309,120
187,680
4,707,736
256,310
260,400
98,712
238,728
309,043
540,132
106,764
807,340
Number
of Units
208
462
450
313
240
310
220
10,836
168
264
304
230
352
270
240
336
224
168
348
208
208
208
208
312
256
184
280
204
4,972
361
300
108
174
371
618
82
740
Average
Unit Size
(Square
Footage)
893
1,048
1,154
949
723
1,007
953
984
873
1,152
1,035
952
733
920
891
1,127
953
803
792
1,113
763
863
855
982
994
1,061
1,104
920
947
710
868
914
1,372
833
874
1,302
1,091
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$1,416�45
$ 908�69
$1,063�25
$ 951�26
$ 624�23
$ 685�10
$ 629�19
$ 948.50
$ 712�13
$1,096�06
$ 993�84
$1,196�71
$ 826�62
$1,579�86
$ 733�72
$ 797�31
$ 867�22
$ 676�31
$ 708�26
$ 850�48
$ 712�88
$ 750�12
$1,230�21
$ 930�43
$ 951�31
$ 757�28
$1,041�33
$ 857�85
$ 920.97
$ 706�40
$ 701�97
$ 797�63
$1,058�58
$ 833�40
$ 775�35
$1,151�28
$ 917�07
Average
Occupancy
Percent at
December 31,
2015(2)
93�27%
95�02%
97�56%
97�12%
95�42%
95�16%
96�82%
96.59%
93�45%
95�83%
97�37%
95�65%
96�88%
96�67%
97�92%
94�35%
96�43%
94�05%
93�97%
97�60%
97�60%
97�60%
93�75%
96�47%
96�09%
96�74%
96�07%
96�08%
96.04%
97�23%
96�33%
98�15%
97�13%
95�96%
96�44%
98�78%
96�35%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$1,403�71
$ 896�30
$1,046�13
$ 944�07
$ 613�29
$ 682�38
$ 590�85
$ 938.65
$ 706�77
$1,094�92
$ 993�84
$1,173�01
$ 816�25
$1,538�82
$ 723�30
$ 784�01
$ 867�22
$ 676�31
$ 705�24
$ 816�31
$ 708�56
$ 750�12
$1,215�55
$ 922�09
$ 951�31
$ 756�20
$1,019�45
$ 855�40
$ 910.94
$ 706�29
$ 699�68
$ 797�63
$1,057�02
$ 823�24
$ 764�19
$1,151�28
$ 907�40
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
Y
P
E
P
A
G
E
N
O
.
3
2
O
P
E
R
A
T
O
R
I
A
B
G
A
E
L
S
J
O
B
T
I
T
L
E
i
M
d
-
A
m
e
r
i
c
a
A
p
a
r
t
m
e
n
t
1
0
-
K
I
R
E
V
S
O
N
I
1
S
E
R
A
L
I
<
1
2
3
4
5
6
7
8
>
D
A
T
E
S
u
n
d
a
y
,
M
a
r
c
h
2
0
,
2
0
1
6
Year
Management
Commenced
1998
2011
2010
1994
2013
2015
1999
2004
1995
2010
2010
Reportable
Segment
(4)
(4)
(4)
(4)
(6)
(6)
(4)
(4)
(4)
(4)
(4)
1998
1997
2013
2013
2013
2013
2013
2013
2004
2009
2006
1995
1997
1995
2013
2013
2013
2013
2013
2010
1998
2013
1998
2006
2011
2004
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(6)
(4)
(4)
(4)
(4)
(4)
(4)
Approximate
Rentable
Area (Square
Footage)
281,760
291,000
283,392
220,220
344,812
237,160
523,497
427,728
392,480
457,104
391,104
6,467,686
224,100
313,728
349,104
262,208
277,944
312,600
321,888
459,979
194,460
467,504
303,264
248,832
214,060
244,720
381,888
426,854
352,248
239,666
266,240
280,488
168,664
241,582
206,720
343,980
425,904
199,200
Number
of Units
240
300
288
286
349
220
433
456
440
428
336
6,530
270
384
336
272
296
300
336
533
210
479
312
288
278
304
408
478
312
238
256
312
232
278
304
390
456
240
Average
Unit Size
(Square
Footage)
1,174
970
984
770
988
1,078
1,209
938
892
1,068
1,164
990
830
817
1,039
964
939
1,042
958
863
926
976
972
864
770
805
936
893
1,129
1,007
1,040
899
727
869
680
882
934
830
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$ 975�78
$1,105�46
$1,059�81
$1,016�57
$1,156�54
$1,246�45
$1,222�85
$ 984�44
$ 850�39
$1,508�02
$1,065�21
$ 994.32
$ 763�97
$ 988�55
$1,046�65
$ 995�76
$1,132�99
$1,129�74
$1,049�05
$ 960�62
$1,221�11
$1,281�67
$1,099�10
$ 919�03
$1,224�17
$ 828�71
$ 912�80
$ 918�76
$1,244�89
$1,079�16
$1,151�09
$1,150�03
$ 916�25
$1,237�49
$ 792�97
$1,022�38
$1,202�33
$1,004�32
Average
Occupancy
Percent at
December 31,
2015(2)
95�42%
93�33%
97�22%
98�25%
96�56%
97�73%
92�84%
97�15%
95�00%
91�36%
96�73%
95.90%
95�19%
93�75%
95�24%
95�59%
97�64%
96�00%
97�32%
95�31%
96�67%
96�45%
96�79%
95�83%
97�84%
95�39%
96�57%
95�40%
95�83%
97�90%
96�48%
95�19%
94�83%
93�17%
97�37%
98�21%
96�05%
95�83%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$ 953�89
$1,100�51
$1,054�94
$1,016�57
$1,152�42
$1,195�02
$1,196�23
$ 983�68
$ 847�23
$1,490�24
$1,065�21
$ 985.04
$ 763�97
$ 985�05
$1,043�38
$ 985�99
$1,121�18
$1,128�08
$1,044�08
$ 955�30
$1,217�54
$1,278�54
$1,094�62
$ 916�80
$1,216�75
$ 820�05
$ 910�84
$ 913�07
$1,242�97
$1,074�79
$1,143�28
$1,146�19
$ 916�25
$1,237�49
$ 792�97
$1,022�38
$1,172�17
$1,004�32
J
O
B
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U
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3
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4
3
5
2
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3
3
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,
2
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1
6
Year
Complete
1999
2010
2008
1986
1996
2013
2001
2000
1987
2012
2009
Subtotal Tennessee
1980
1983
2007
2003
2013
2009
2008
1996
1996
2002
2003
1985
1977
1987
1996
1996
2011
2005
2006
2008
1986
2007
1985
2000
2008
2002
Property
Location
TPC Murfreesboro � � � � � � � � � � � � � � � � � Murfreesboro, TN
Aventura at Indian Lake Village � � � � � � Nashville, TN
Avondale at Kennesaw Farms � � � � � � � � Nashville, TN
Brentwood Downs � � � � � � � � � � � � � � � � � Nashville, TN
CG at Bellevue I � � � � � � � � � � � � � � � � � � � Nashville, TN
CG at Bellevue II � � � � � � � � � � � � � � � � � � Nashville, TN
Grand View� � � � � � � � � � � � � � � � � � � � � � � Nashville, TN
Monthaven Park � � � � � � � � � � � � � � � � � � � Nashville, TN
Park at Hermitage � � � � � � � � � � � � � � � � � � Nashville, TN
Venue at Cool Springs � � � � � � � � � � � � � � Nashville, TN
Verandas at Sam Ridley � � � � � � � � � � � � � Nashville, TN
3
3
Northwood Place � � � � � � � � � � � � � � � � � � Arlington, TX
Balcones Woods � � � � � � � � � � � � � � � � � � � Austin, TX
CG at Canyon Creek � � � � � � � � � � � � � � � � Austin, TX
CG at Canyon Pointe � � � � � � � � � � � � � � � Austin, TX
CG at Double Creek � � � � � � � � � � � � � � � � Austin, TX
CG at Onion Creek � � � � � � � � � � � � � � � � � Austin, TX
CG at Wells Branch � � � � � � � � � � � � � � � � Austin, TX
CV at Quarry Oaks � � � � � � � � � � � � � � � � Austin, TX
Grand Reserve at Sunset Valley � � � � � � Austin, TX
Legacy at Western Oaks � � � � � � � � � � � � Austin, TX
Silverado at Brushy Creek � � � � � � � � � � � Austin, TX
Stassney Woods � � � � � � � � � � � � � � � � � � � Austin, TX
The Woods on Barton Skyway � � � � � � � Austin, TX
Travis Station � � � � � � � � � � � � � � � � � � � � � Austin, TX
CV at Shoal Creek � � � � � � � � � � � � � � � � � Bedford, TX
CV at Willow Creek � � � � � � � � � � � � � � � � Bedford, TX
CG at Hebron � � � � � � � � � � � � � � � � � � � � � Carrollton, TX
CG at Silverado � � � � � � � � � � � � � � � � � � � Cedar Park, TX
CG at Silverado Reserve � � � � � � � � � � � � Cedar Park, TX
Grand Cypress � � � � � � � � � � � � � � � � � � � � Cypress, TX
Courtyards at Campbell � � � � � � � � � � � � � Dallas, TX
CR at Medical District � � � � � � � � � � � � � � Dallas, TX
Deer Run � � � � � � � � � � � � � � � � � � � � � � � � � Dallas, TX
Grand Courtyards � � � � � � � � � � � � � � � � � � Dallas, TX
Legends at Lowes Farm � � � � � � � � � � � � � Dallas, TX
Watermark � � � � � � � � � � � � � � � � � � � � � � � Dallas, TX
Year
Management
Commenced
2013
2013
2013
2013
2010
2013
2008
2003
2007
2007
2006
2014
2008
2007
2010
2013
2013
2013
2013
2010
2010
1994
2014
1998
2003
2005
2008
2013
2013
2013
2011
2014
2012
2009
1994
2004
1994
Reportable
Segment
(4)
(4)
(4)
(6)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(6)
(4)
(4)
(4)
(4)
(4)
(6)
(4)
(4)
(6)
(4)
(6)
(4)
(4)
(4)
(4)
(4)
(4)
(4)
(5)
(6)
(5)
(5)
(4)
(4)
(4)
Number
of Units
192
436
256
252
270
450
316
308
229
220
328
323
246
268
268
396
306
362
426
313
250
384
454
196
498
494
245
362
422
232
340
328
436
400
208
274
200
20,390
Approximate
Rentable
Area (Square
Footage)
180,288
395,016
258,048
210,420
267,840
387,450
310,944
283,360
207,016
193,160
316,192
296,514
227,796
260,228
258,352
462,132
277,848
346,434
382,974
320,512
214,000
277,632
381,360
156,212
470,112
442,624
230,055
307,338
429,596
205,552
270,640
300,776
463,468
334,400
160,576
244,682
152,200
18,611,572
Average
Unit Size
(Square
Footage)
939
906
1,008
835
992
861
984
920
904
878
964
918
926
971
964
1,167
908
957
899
1,024
856
723
840
797
944
896
939
849
1,018
886
796
917
1,063
836
772
893
761
913
Year
Complete
1984
1998
2012
2013
2009
1985
1994
2000
1996
1996
1999
2014
2007
2006
2007
1997
2006
1984
1997
2009
2000
1983
2013
1983
2000
1999/2008
2009
2009
2007
1999
2009
2014
2010
2008
1984
1996
1984
Subtotal Texas
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$ 902�66
$1,023�78
$1,188�28
$1,188�79
$1,309�95
$ 892�08
$1,004�20
$1,036�03
$ 1,111�41
$ 996�41
$1,037�09
$1,257�12
$1,079�84
$1,065�63
$1,196�11
$1,260�11
$1,234�13
$ 951�79
$ 924�84
$1,232�88
$1,011�83
$ 760�58
$1,213�58
$ 988�78
$1,021�10
$1,027�42
$1,172�15
$ 996�11
$1,076�64
$ 942�91
$ 935�94
$1,134�88
$1,163�75
$ 990�54
$ 814�86
$1,086�92
$ 877�68
$1,053.69
Average
Occupancy
Percent at
December 31,
2015(2)
98�96%
97�71%
94�92%
93�65%
95�56%
97�56%
95�25%
96�75%
98�69%
96�36%
97�26%
97�21%
95�12%
97�01%
93�28%
96�72%
95�42%
93�09%
96�24%
95�21%
95�20%
96�88%
95�59%
96�94%
94�98%
95�55%
95�51%
95�30%
96�68%
94�83%
96�18%
95�73%
96�79%
98�25%
95�19%
95�99%
96�50%
96.07%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$ 875�31
$1,022�86
$1,166�64
$1,180�01
$1,297�68
$ 892�07
$1,000�41
$1,036�03
$1,110�32
$ 995�50
$1,036�24
$1,257�12
$1,075�17
$1,062�83
$1,196�11
$1,246�73
$1,228�90
$ 950�82
$ 923�08
$1,199�81
$1,005�27
$ 759�28
$1,194�53
$ 978�59
$1,019�39
$1,008�17
$1,161�95
$ 992�93
$1,073�20
$ 942�91
$ 920�09
$1,130�72
$1,159�05
$ 988�04
$ 808�98
$1,084�00
$ 877�68
$1,047.63
J
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B
N
U
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B
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3
0
4
3
5
2
-
1
T
Y
P
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O
.
3
4
O
P
E
R
A
T
O
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I
A
B
G
A
E
L
S
3
4
Property
Location
CV at Main Park � � � � � � � � � � � � � � � � � � � Duncanville, TX
CG at Bear Creek � � � � � � � � � � � � � � � � � � Euless, TX
CG at Fairview � � � � � � � � � � � � � � � � � � � � Fairview, TX
CR at Frisco Bridges � � � � � � � � � � � � � � � Frisco, TX
La Valencia at Starwood � � � � � � � � � � � � Frisco, TX
CV at Grapevine � � � � � � � � � � � � � � � � � � � Grapevine, TX
Greenwood Forest � � � � � � � � � � � � � � � � � Houston, TX
Legacy Pines � � � � � � � � � � � � � � � � � � � � � � Houston, TX
Park Place Houston � � � � � � � � � � � � � � � � Houston, TX
Ranchstone � � � � � � � � � � � � � � � � � � � � � � � Houston, TX
Reserve at Woodwind Lakes � � � � � � � � � Houston, TX
Retreat at Vintage Park � � � � � � � � � � � � � Houston, TX
Cascade at Fall Creek � � � � � � � � � � � � � � � Humble, TX
Chalet at Fall Creek � � � � � � � � � � � � � � � � Humble, TX
Bella Casita � � � � � � � � � � � � � � � � � � � � � � �
CG at Valley Ranch � � � � � � � � � � � � � � � �
CR at Las Colinas � � � � � � � � � � � � � � � � � �
Remington Hills at Las Colinas � � � � � � �
CV at Oak Bend � � � � � � � � � � � � � � � � � � � Lewisville, TX
Times Square at Craig Ranch � � � � � � � � McKinney, TX
Venue at Stonebridge Ranch � � � � � � � � � McKinney, TX
Lane at Towne Crossing � � � � � � � � � � � � � Mesquite, TX
Cityscape at Market Center � � � � � � � � � � Plano, TX
Highwood � � � � � � � � � � � � � � � � � � � � � � � � Plano, TX
Los Rios � � � � � � � � � � � � � � � � � � � � � � � � � Plano, TX
Boulder Ridge � � � � � � � � � � � � � � � � � � � � � Roanoke, TX
Copper Ridge � � � � � � � � � � � � � � � � � � � � � Roanoke, TX
CG at Ashton Oaks � � � � � � � � � � � � � � � � � Round Rock, TX
CG at Round Rock � � � � � � � � � � � � � � � � � Round Rock, TX
CV at Sierra Vista � � � � � � � � � � � � � � � � � Round Rock, TX
Alamo Ranch � � � � � � � � � � � � � � � � � � � � � San Antonio, TX
Bulverde Oaks � � � � � � � � � � � � � � � � � � � � San Antonio, TX
Haven at Blanco � � � � � � � � � � � � � � � � � � � San Antonio, TX
Stone Ranch at Westover Hills � � � � � � � San Antonio, TX
Cypresswood Court � � � � � � � � � � � � � � � � Spring, TX
Villages of Kirkwood � � � � � � � � � � � � � � � Stafford, TX
Green Tree Place � � � � � � � � � � � � � � � � � � Woodlands, TX
Irving, TX
Irving, TX
Irving, TX
Irving, TX
J
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B
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M
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A
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M
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0
,
2
0
1
6
Property
Location
Stonefield Commons � � � � � � � � � � � � � � � Charlottesville, VA
Adalay Bay � � � � � � � � � � � � � � � � � � � � � � � Chesapeake, VA
CV at Greenbrier � � � � � � � � � � � � � � � � � � Fredericksburg, VA
Seasons at Celebrate Virginia � � � � � � � � Fredericksburg, VA
Station Square at Cosner’s Corner � � � � � Fredericksburg, VA
CV at Hampton Glen � � � � � � � � � � � � � � � Glen Allen, VA
CV at West End � � � � � � � � � � � � � � � � � � � Glen Allen, VA
CV at Tradewinds � � � � � � � � � � � � � � � � � � Hampton, VA
Radius � � � � � � � � � � � � � � � � � � � � � � � � � � � Hampton, VA
Township in Hampton Woods � � � � � � � � Hampton, VA
CV at Waterford � � � � � � � � � � � � � � � � � � � Midlothian, VA
Ashley Park � � � � � � � � � � � � � � � � � � � � � � Richmond, VA
CV at Chase Gayton � � � � � � � � � � � � � � � � Richmond, VA
Retreat at West Creek � � � � � � � � � � � � � � � Richmond, VA
The Hamptons at Hunton Park � � � � � � � � Richmond, VA
CV at Harbour Club � � � � � � � � � � � � � � � � Virginia Beach, VA
Year
Complete
2013
2002
1980
2011
2012
1986
1987
1988
2012
1987
1989
1988
1984
2015
2003
1988
Subtotal Virginia
Total
3
5
Year
Management
Commenced
2014
2012
2013
2011
2013
2013
2013
2013
2015
1995
2013
2013
2013
2015
2011
2013
Reportable
Segment
(6)
(5)
(5)
(6)
(6)
(5)
(5)
(5)
(6)
(5)
(5)
(5)
(5)
(6)
(5)
(5)
Approximate
Rentable
Area (Square
Footage)
209,585
246,240
216,720
481,551
268,580
177,712
156,352
280,024
234,108
248,048
288,912
194,480
311,272
255,016
309,600
193,191
4,071,391
77,424,513
Average
Unit Size
(Square
Footage)
835
1,026
840
997
1,033
766
698
986
929
838
926
715
949
1,004
1,032
907
913
982
Number
of Units
251
240
258
483
260
232
224
284
252
296
312
272
328
254
300
213
4,459
78,847
Monthly
Average
Rent per
Unit at
December 31,
2015(1)
$1,377�01
$1,242�95
$ 991�62
$1,323�89
$1,304�86
$ 939�72
$ 846�22
$ 864�90
$1,330�57
$ 938�02
$ 967�40
$ 774�98
$ 919�25
$1,269�16
$1,252�35
$ 890�24
$1,086.90
$1,014.11
Average
Occupancy
Percent at
December 31,
2015(2)
96�02%
97�08%
98�06%
96�07%
96�92%
94�83%
98�21%
98�24%
99�60%
99�32%
98�72%
98�53%
95�73%
96�06%
95�67%
96�24%
97.17%
96.07%
Monthly
Effective Rent
per Unit at
December 31,
2015(3)
$1,363�47
$1,228�73
$ 986�38
$1,317�47
$1,299�47
$ 939�31
$ 839�44
$ 831�91
$1,264�84
$ 922�22
$ 965�58
$ 774�98
$ 915�59
$1,238�71
$1,240�73
$ 878�51
$1,073.36
$1,005.80
(1) Monthly average rent per unit represents the average of gross monthly rent amounts charged for occupied units plus prevalent market rents asked for unoccupied
units in the property, divided by the total number of units in the property� This information is provided to represent average pricing for the period and does not
represent actual rental revenue collected per unit�
(2) Average Occupancy is calculated by dividing the number of units occupied at each property by the total number of units at each property�
(3) Effective rent per unit is equal to the average of gross rent amounts after the effect of leasing concessions for occupied units plus prevalent market rates asked
for unoccupied units in the property, divided by the total number of units in the property� Leasing concessions represent discounts to the current market rate�
These discounts may be offered from time-to-time by a property for various reasons, including to assist with the initial lease-up of a newly developed property
or as a response to a property’s local market economics� Concessions are not part of our standard rent offering� Concessions for the year ended December 31,
2015 were $9�1 million� As of December 31, 2015, approximately 20�05% of total leases were subject to concessions� Effective rent is provided to represent
average pricing for the period and does not represent actual rental revenue collected per unit�
(4) Large market same store reportable segment�
(5) Secondary market same store reportable segment�
(6) Non-same store reportable segment�
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6
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 36
OPERATOR ABIGAELS
MORTGAGE FINANCING
As of December 31, 2015, we had approximately $0.9 billion of indebtedness collateralized, secured, and
outstanding as set forth below:
Location
Birmingham, AL
Huntsville, AL
Vestavia Hills, AL
Altamonte Springs, FL
Brandon, FL
Heathrow, FL
Jacksonville, FL
Jacksonville, FL
Lake Mary, FL
Palm Harbor, FL
Sanford, FL
Tallahassee, FL
Tampa, FL
Duluth, GA
Duluth, GA
Dunwoody, GA
Gainesville, GA
Kennesaw, GA
Property
Eagle Ridge . . . . . . . . . . . . . . . . . . . . . . . . . .
CG at Edgewater . . . . . . . . . . . . . . . . . . . . . .
CG at Madison . . . . . . . . . . . . . . . . . . . . . . . Madison, AL
CG at Liberty Park . . . . . . . . . . . . . . . . . . . .
Tiffany Oaks . . . . . . . . . . . . . . . . . . . . . . . . .
Indigo Point . . . . . . . . . . . . . . . . . . . . . . . . . .
CG at Heathrow . . . . . . . . . . . . . . . . . . . . . .
Lighthouse at Fleming Island . . . . . . . . . . . .
Woodhollow . . . . . . . . . . . . . . . . . . . . . . . . .
CG at Town Park . . . . . . . . . . . . . . . . . . . . . .
Park Crest at Innisbrook . . . . . . . . . . . . . . . .
CV at Twin Lakes . . . . . . . . . . . . . . . . . . . . .
Verandas at Southwood . . . . . . . . . . . . . . . .
Belmere . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CG at Seven Oaks . . . . . . . . . . . . . . . . . . . . . Wesley Chapel, FL
Prescott . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CG at River Oaks . . . . . . . . . . . . . . . . . . . . .
CG at Mount Vernon . . . . . . . . . . . . . . . . . .
Lake Lanier Club II . . . . . . . . . . . . . . . . . . .
CG at Shiloh . . . . . . . . . . . . . . . . . . . . . . . . .
CG at Barrett Creek . . . . . . . . . . . . . . . . . . . Marietta, GA
CG at Godley Station . . . . . . . . . . . . . . . . . .
Highlands of West Village I . . . . . . . . . . . . .
Grand Reserve at Pinnacle . . . . . . . . . . . . . .
Mansion, The . . . . . . . . . . . . . . . . . . . . . . . .
Village, The . . . . . . . . . . . . . . . . . . . . . . . . .
Waterford Forest . . . . . . . . . . . . . . . . . . . . . .
Hermitage at Beechtree . . . . . . . . . . . . . . . .
CG at Beverly Crest . . . . . . . . . . . . . . . . . . .
CG at Mallard Creek . . . . . . . . . . . . . . . . . . .
CG at Mallard Lake . . . . . . . . . . . . . . . . . . .
CV at Greystone . . . . . . . . . . . . . . . . . . . . . .
CG at Patterson Place . . . . . . . . . . . . . . . . . .
CG at Huntersville . . . . . . . . . . . . . . . . . . . .
CV at Matthews . . . . . . . . . . . . . . . . . . . . . . Matthews, NC
CG at Arringdon . . . . . . . . . . . . . . . . . . . . . . Morrisville, NC
CG at Brier Creek . . . . . . . . . . . . . . . . . . . . .
CG at Crabtree Valley . . . . . . . . . . . . . . . . . .
CG at Trinity Commons . . . . . . . . . . . . . . . .
Howell Commons . . . . . . . . . . . . . . . . . . . . .
TPC Greenville . . . . . . . . . . . . . . . . . . . . . . .
Park Haywood. . . . . . . . . . . . . . . . . . . . . . . .
535 Brookwood . . . . . . . . . . . . . . . . . . . . . . .
Hidden Creek . . . . . . . . . . . . . . . . . . . . . . . .
Lincoln on the Green . . . . . . . . . . . . . . . . . . Memphis, TN
Pooler, GA
Smyrna, GA
Lexington, KY
Lexington, KY
Lexington, KY
Cary, NC
Cary, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Durham, NC
Huntersville, NC
Raleigh, NC
Raleigh, NC
Raleigh, NC
Greenville, SC
Greenville, SC
Greenville, SC
Simpsonville, SC
Chattanooga, TN
36
Encumbrances at
December 31, 2015
Interest
Rate
Mortgage/Bond
Principal (000’s)
—(1)
$
(1)
3.750%
3.750%
3.700%
(1)
(1)
3.700%
(1)
(1)
3.750%
4.430%
4.065%
2.060%
(1)
3.750%
(2)
3.750%
3.700%
(2)
3.700%
3.750%
5.000%
3.000%
(1)
(1)
(1)
(2)
(1)
3.700%
3.700%
3.700%
3.750%
3.700%
3.750%
2.630%
3.700%
3.700%
3.700%
3.400%
(1)
(1)
(1)
27,722
22,500
17,823
—(1)
—(1)
20,594
—(1)
—(1)
32,938
28,419
25,044
20,345
—(1)
20,720
—(2)
11,680
15,328
—(2)
30,454
19,257
12,777
41,075
—(1)
—(1)
—(1)
—(2)
—(1)
15,496
15,630
17,642
14,180
15,361
14,843
13,587
19,319
25,490
10,532
29,725
—(1)
—(1)
—(1)
Maturity
Date
(1)
6/1/2019
6/1/2019
2/27/2019
(1)
(1)
2/27/2019
(1)
(1)
6/1/2019
10/1/2020
7/1/2020
3/1/2016
(1)
6/1/2019
(2)
6/1/2019
2/27/2019
(2)
2/27/2019
6/1/2019
6/1/2025
5/1/2018
(1)
(1)
(1)
(2)
(1)
2/27/2019
2/27/2019
2/27/2019
6/1/2019
2/27/2019
6/1/2019
3/29/2016
2/27/2019
2/27/2019
2/27/2019
4/1/2018
(1)
(1)
(1)
12,889
—(1)
—(1)
4.430%
(1)
(1)
10/1/2020
(1)
(1)
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 37
OPERATOR ABIGAELS
Location
Property
Nashville, TN
Avondale at Kennesaw . . . . . . . . . . . . . . . . .
Nashville, TN
CG at Bellevue . . . . . . . . . . . . . . . . . . . . . . .
Nashville, TN
Verandas at Sam Ridley . . . . . . . . . . . . . . . .
Austin, TX
CG at Canyon Creek . . . . . . . . . . . . . . . . . . .
Austin, TX
CV at Quarry Oaks . . . . . . . . . . . . . . . . . . . .
Austin, TX
Legacy at Western Oaks . . . . . . . . . . . . . . . .
Bedford, TX
CV at Shoal Creek . . . . . . . . . . . . . . . . . . . .
Bedford, TX
CV at Willow Creek . . . . . . . . . . . . . . . . . . .
Cypress, TX
Grand Cypress . . . . . . . . . . . . . . . . . . . . . . .
Dallas, TX
Watermark . . . . . . . . . . . . . . . . . . . . . . . . . .
Euless, TX
CG at Bear Creek . . . . . . . . . . . . . . . . . . . . .
Frisco, TX
La Valencia at Starwood . . . . . . . . . . . . . . . .
Houston, TX
Legacy Pines . . . . . . . . . . . . . . . . . . . . . . . . .
Irving, TX
Bella Casita at Las Colinas . . . . . . . . . . . . . .
Irving, TX
CG at Valley Ranch . . . . . . . . . . . . . . . . . . .
Lewisville, TX
CV at Oakbend . . . . . . . . . . . . . . . . . . . . . . .
Venue at Stonebridge Ranch . . . . . . . . . . . . . McKinney, TX
CG at Round Rock . . . . . . . . . . . . . . . . . . . .
CV at Sierra Vista . . . . . . . . . . . . . . . . . . . . .
Stone Ranch at Westover Hills . . . . . . . . . . .
Cypresswood Court . . . . . . . . . . . . . . . . . . .
Green Tree Place . . . . . . . . . . . . . . . . . . . . . . Woodlands, TX
CV at West End . . . . . . . . . . . . . . . . . . . . . . .
Glen Allen, VA
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Round Rock, TX
Round Rock, TX
San Antonio, TX
Spring, TX
Mortgage/Bond
Principal (000’s)
Encumbrances at
December 31, 2015
Interest
Rate
4.430%
4.065%
4.430%
3.750%
3.700%
3.510%
3.700%
3.700%
3.400%
(2)
17,762
22,086
21,861
15,159
26,832
29,672
22,807
26,429
16,598
—(2)
24,082
20,931
—(2)
—(2)
25,044
21,667
14,767
24,484
10,900
18,499
—(2)
—(2)
3.700%
4.590%
(2)
(2)
4.065%
3.700%
3.250%
3.700%
3.700%
5.490%
(2)
(2)
Maturity
Date
10/1/2020
7/1/2020
10/1/2020
9/14/2019
2/27/2019
2/1/2017
2/27/2019
2/27/2019
8/5/2017
(2)
2/27/2019
3/10/2018
(2)
(2)
7/1/2020
2/27/2019
12/10/2017
2/27/2019
2/27/2019
3/1/2020
(2)
(2)
12,611
$923,561
3.700%
2/27/2019
(1) Encumbered by a $240.0 million Fannie Mae facility, with $240.0 million available and outstanding with a
variable interest rate of 0.80% on which there exists five interest rate caps totaling $125 million at an average rate
of 4.60% at December 31, 2015.
(2) Encumbered by a $128 million loan with an outstanding balance of $128 million and a fixed interest rate of 5.08%
which matures on June 10, 2021.
ITEM 3. LEGAL PROCEEDINGS.
We, along with multiple other parties, are named defendants in two lawsuits arising out of alleged construction
deficiencies with respect to condominium units at Regatta at James Island in Charleston, South Carolina. The Regatta
at James Island property was developed and constructed by certain of Colonial’s subsidiaries prior to the Merger.
The condominiums were constructed in 2006 and all 212 units were sold. The lawsuits, one filed on behalf of the
condominium homeowners association and one filed by three of the unit owners (purportedly on behalf of all unit
owners), were filed in South Carolina state court (Charleston County) in August 2012, against various parties involved
in the development and construction of the Regatta at James Island property, including the contractors, subcontractors,
architect, developer, and product manufacturers. The plaintiffs are seeking damages resulting primarily from alleged
construction deficiencies, but the amount the plaintiffs seek to recover has not been disclosed. The lawsuits are
currently in discovery. We are continuing to investigate the matter and evaluate our options and intend to vigorously
defend ourself against these claims. No assurance can be given that the matter will be resolved favorably to us. We
have included in our loss contingency an estimate of probable loss in connection with this matter, but currently cannot
reasonably estimate any further possible loss, or any range of reasonably possible loss, in connection with this matter.
37
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 38
OPERATOR ABIGAELS
In addition, we are 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 currently believes the final outcome of such matters will not have a material adverse effect on
the financial position, results of operations or cash flows of the Company.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
38
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 39
OPERATOR ABIGAELS
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
PART II
MID-AMERICA APARTMENT COMMUNITIES, INC.
Market Information
MAA’s common stock has been listed and traded on the NYSE under the symbol “MAA” since its initial public
offering in February 1994. On February 19, 2016, the reported last sale price of our common stock on the NYSE was
$91.60 per share, and there were approximately 2,400 holders of record of the common stock. MAA believes it has
a significantly larger number of beneficial owners of its common stock. The following table sets forth the quarterly
high and low intra-day sales prices of MAA’s common stock and the dividends declared by MAA with respect to the
periods indicated.
Sales Prices
High
Low
Dividends
Paid
Dividends
Declared
2015:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$83.50
$78.99
$84.42
$92.80
$70.67
$72.72
$72.51
$81.72
2014:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$69.32
$73.49
$75.09
$76.83
$60.47
$67.10
$65.05
$65.54
$0.77
$0.77
$0.77
$0.77
$0.73
$0.73
$0.73
$0.73
$0.77
$0.77
$0.77
$0.82(1)
$0.73
$0.73
$0.73
$0.77
(1) Generally, MAA’s Board of Directors declares dividends prior to the quarter in which they are paid. The dividend
of $0.82 per share declared in the fourth quarter of 2015 was paid on January 29, 2016 to shareholders of record
on January 15, 2016.
MAA’s quarterly dividend rate is currently $0.82 per common share. MAA’s Board of Directors reviews and
declares the dividend rate quarterly. Actual dividends made by MAA will be affected by a number of factors, including,
but not limited to, the gross revenues received from our apartment communities, our operating expenses, the interest
expense incurred on borrowings and unanticipated capital expenditures.
MAA expects to make future quarterly distributions to shareholders; however, future distributions by MAA
will be at the discretion of its Board of Directors and will depend on our actual funds from operations, our financial
condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code (see
“Business-Qualification as Real Estate Investment Trust” above) and such other factors as MAA’s Board of Directors
deems relevant.
Direct Stock Purchase and Distribution Reinvestment Plan
We have established the DRSPP, under which holders of common stock, preferred stock and OP units can elect
to automatically reinvest their distributions in shares of MAA common stock. The DRSPP also allows for the optional
purchase of MAA common stock of at least $250, but not more than $5,000 in any given month, free of brokerage
commissions and charges. In our absolute discretion, we may grant waivers to allow for optional cash payments in
excess of $5,000. To fulfill our obligations under the DRSPP, we may either issue additional shares of common stock
or repurchase common stock in the open market. We may elect to sell shares under the DRSPP at up to a 5% discount.
39
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 40
OPERATOR ABIGAELS
In 2015, 2014, and 2013, we had the following issuances through our DRSPP:
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015
8,562
2014
9,055
2013
10,924
—%
—%
—%
Equity Compensation Plans
The following table provides information with respect to compensation plans under which our equity securities
are authorized for issuance as of December 31, 2015:
Number of Securities
to be Issued upon
Exercise of Outstanding
Options, Warrants
and Rights
(a)(1)
Weighted Average
Exercise Price of
Outstanding Options
Warrants and Rights
(b)(1)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(excluding securities
reflected in column (a))
(c)(2)
Equity compensation plans
approved by security holders . . . . . . .
Equity compensation plans not
approved by security holders . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58,112
N/A
58,112
$86.21
N/A
$86.21
454,824
N/A
454,824
(1) Columns (a) and (b) do not include 187,941 shares of restricted common stock that are subject to vesting
requirements which were issued through our 2004 Stock Plan or 2013 Stock Incentive Plan or 110,896 shares of
common stock that have been purchased by employees through the Employee Stock Purchase Plan.
(2) Column (c) includes 415,720 shares available to be issued under our 2013 Stock Incentive Plan and 39,104 shares
available to be issued under our Employee Stock Purchase Plan.
The outstanding options noted in the table above were issued in exchange for outstanding Colonial options in
connection with the parent merger.
MID-AMERICA APARTMENTS, L.P.
Operating Partnership Units
There is no established public trading market for the Operating Partnership’s OP Units. From time-to-time, we
issue shares of MAA’s common stock in exchange for OP Units tendered to the Operating Partnership for redemption
in accordance with the provisions of the Operating Partnership’s limited partnership agreement. At December 31,
2015, there were 79,571,567 OP Units outstanding in the Operating Partnership, of which 75,408,571 OP Units, or
94.8%, were owned by MAA and 4,162,996 OP Units, or 5.2% were owned by limited partners. Under the terms of the
Operating Partnership’s limited partnership agreement, the limited partner holders of OP Units have the right to require
the Operating Partnership to redeem all or a portion of the OP Units held by the holder in exchange for one share of
MAA common stock per one OP Unit or a cash payment based on the market value of our common stock at the time of
redemption, at the option of MAA. During the year ended December 31, 2015, MAA issued a total of 28,155 shares of
common stock upon redemption of OP Units.
40
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 41
OPERATOR ABIGAELS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The following graph compares the cumulative total returns of the shareholders of MAA since December 31,
2010 with the S&P 500 Index and the FTSE NAREIT Equity REIT Index prepared by the National Association of
Real Estate Investment Trusts, or NAREIT. The graph assumes that the base share price for our common stock and
each index is $100 and that all dividends are reinvested. The performance graph is not necessarily indicative of future
investment performance.
e
u
l
a
V
x
e
d
n
I
200
180
160
140
120
100
80
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
Period Ending
MAA
FTSE NAREIT Equity REIT Index
S&P 500
MAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FTSE NAREIT Equity REIT Index . . . . . . . . .
Dec ‘11
Dec ‘12
Dec ‘10
Dec ‘15
$100.00 $102.50 $ 110.54 $ 108.11 $138.84 $175.58
$100.00 $ 102.11 $ 118.45 $156.82 $178.28 $180.75
$100.00 $108.29 $127.85 $131.01 $170.49 $175.94
Dec ‘13
Dec ‘14
41
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 42
OPERATOR ABIGAELS
PURCHASES OF EQUITY SECURITIES
The following table shows our repurchases of shares for the three-month period ended December 31, 2015:
MAA Purchases of Equity Securities
Period
October 1, 2015 - October 31, 2015 . . . . . . . . . .
November 1, 2015 - November 30, 2015 . . . . . . .
December 1, 2015 - December 8, 2015 . . . . . . . .
December 9, 2015 - December 31, 2015 . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Number
of Shares
Purchased
—
—
—
—
—
Average
Price Paid
per Share
$ —
$ —
$ —
$ —
$ —
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
—
—
—
—
—
Maximum
Number of
Shares That
May Yet be
Purchased Under
the Plans or
Programs(1)
2,138,000
2,138,000
2,138,000
4,000,000
4,000,000
(1) This column reflects the number of shares of MAA’s common stock available for repurchase through December 8,
2015, under the 4.0 million share repurchase program authorized by MAA’s Board of Directors in 1999. On
December 8, 2015, the MAA Board of Directors authorized a new 4.0 million share repurchase program, which
replaced and superseded the prior program.
ITEM 6. SELECTED FINANCIAL DATA.
The following tables set forth selected financial data on a historical basis for MAA and the Operating Partnership.
As previously discussed, the consolidated assets, liabilities, and results of operations of Colonial are included in
MAA’s selected financial data from the closing date of the parent merger, October 1, 2013, through the end of MAA’s
fiscal year, December 31, 2015. Likewise, the consolidated assets, liabilities, and results of operations of Colonial LP
are included in the Operating Partnership’s selected financial data from the closing date of the partnership merger,
October 1, 2013, through the end of the Operating Partnership’s fiscal year, December 31, 2015. This data should be
read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
42
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 43
OPERATOR ABIGAELS
MID-AMERICA APARTMENT COMMUNITIES, INC.
SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)
2015
Year Ended December 31,
2013
2014
2012
2011
Operating Data:
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses:
Property operating expenses . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Acquisition expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property management and general
and administrative expenses . . . . . . . . . . . . . . . . . . .
Merger related expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration related expenses . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before
non-operating items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other non-property (expense) income . . . . . . . . . . . .
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net casualty gain (loss) after insurance and other
$1,042,779
$ 992,332
$ 635,490
$ 475,888
$ 409,782
400,645
294,520
2,777
56,706
—
—
288,131
(368)
(122,344)
(3,602)
393,348
301,812
2,388
53,004
3,152
8,395
230,233
770
(123,953)
(2,586)
253,633
186,979
1,393
38,652
32,403
5,102
117,328
466
(78,978)
(426)
194,149
121,211
1,581
35,043
—
—
123,904
430
(61,489)
(654)
173,563
106,009
3,319
38,096
—
—
88,795
802
(59,285)
(755)
settlement proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
473
(476)
(143)
(6)
(619)
Gain on sale of depreciable real estate assets excluded
from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . . . . .
Income before income tax expense. . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before joint
venture activity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) gain from real estate joint ventures. . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:
Income from discontinued operations before (loss)
189,958
172
352,420
(1,673)
350,747
(2)
350,745
42,649
350
146,987
(2,050)
144,937
6,009
150,946
—
—
38,247
(893)
37,354
338
37,692
—
45
62,230
(803)
61,427
(223)
61,204
gain on sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . . .
Consolidated net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . .
Net income available for MAA common shareholders . . . . . . . . .
—
—
350,745
18,458
$ 332,287
(63)
5,394
156,277
8,297
$ 147,980
4,743
76,844
119,279
3,998
$ 115,281
6,986
41,635
109,825
4,602
$ 105,223
Per Share Data:
Weighted average shares outstanding (in thousands):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive stock options and partnership units(1) . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,176
—
75,176
74,982
—
74,982
50,677
2,439
53,116
41,039
1,898
42,937
Calculation of Earnings per share - basic:
Income from continuing operations, adjusted . . . . . . . . . . . .
Income from discontinued operations, adjusted . . . . . . . . . . .
Net income attributable to common shareholders, adjusted . . . .
$ 331,515
—
$ 331,515
$ 142,655
5,037
$ 147,692
$
36,504
78,669
$ 115,173
$
58,737
46,392
$ 105,129
Earnings per share - basic:
Income from continuing operations available for
common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued property operations . . . . . . . . . . . . . . . . . . . . . .
Net income available for common shareholders . . . . . . . . . . .
$
$
4.41
—
4.41
$
$
1.90
0.07
1.97
$
$
0.72
1.55
2.27
$
$
1.43
1.13
2.56
—
1,084
30,022
(727)
29,295
(593)
28,702
9,730
12,799
51,231
2,410
48,821
36,995
2,092
39,087
27,413
21,375
48,788
0.74
0.58
1.32
$
$
$
$
$
43
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 44
OPERATOR ABIGAELS
2015
Year Ended December 31,
2013
2014
2012
2011
Calculation of Earnings per share - diluted:
Income from continuing operations, adjusted . . . . . . . . . . . .
Income from discontinued operations, adjusted . . . . . . . . . . .
Net income attributable to common
$ 331,515
—
$ 142,655
5,037
$
37,692
81,587
$
61,204
48,621
$
28,702
22,529
shareholders, adjusted. . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 331,515
$ 147,692
$ 119,279
$ 109,825
$
51,231
Earnings per share - diluted:
Income from continuing operations available for
common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued property operations . . . . . . . . . . . . . . . . . . . . . .
Net income available for common shareholders . . . . . . . . . . .
Dividends declared(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet Data:
$
$
$
4.41
—
4.41
3.1300
$
$
$
1.90
0.07
1.97
2.9600
$
$
$
0.71
1.54
2.25
2.8150
$
$
$
1.43
1.13
2.56
2.6750
$
$
$
0.73
0.58
1.31
2.5425
Real estate owned, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total MAA shareholders’ equity and redeemable stock. . . . .
$8,217,579
$6,718,366
$6,847,781
$3,427,568
$ 165,726
$3,000,347
$8,071,187
$6,697,508
$6,821,778
$3,512,699
$ 161,287
$2,896,435
$7,694,618
$6,556,303
$6,835,012
$3,463,239
$ 166,726
$2,951,861
$3,734,544
$2,694,071
$2,745,292
$1,668,072
$
31,058
$ 918,765
$3,396,934
$2,423,808
$2,526,128
$1,645,415
$
25,131
$ 722,368
Other Data (at end of period):
Market capitalization (shares and units)(3) . . . . . . . . . . . . . . . .
Ratio of total debt to total
$7,225,894
$5,933,985
$4,801,990
$ 2,852,113
$2,558,107
capitalization(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.2%
37.3%
42.0%
37.0%
39.2%
Number of communities, including joint
venture ownership interest(5). . . . . . . . . . . . . . . . . . . . . . .
254
268
275
166
167
Number of apartment units, including
joint venture ownership interest(5) . . . . . . . . . . . . . . . . . .
79,496
82,316
83,641
49,591
49,133
(1) See Earnings per common share of MAA note in Item 8. Financial Statements and Supplementary Data - Notes
to Consolidated Financial Statements, Note 3 of this Annual Report on Form 10-K.
(2) Beginning in 2006, at their regularly scheduled meetings, our Board of Directors began routinely declaring
dividends for payment in the following quarter. This can result in dividends declared during a calendar year being
different from dividends paid during a calendar year.
(3) Market capitalization includes all shares of common stock, regardless of classification on the balance sheet, as
well as partnership units (value based on common stock equivalency).
(4) Total capitalization is market capitalization plus total debt.
(5) Property and apartment unit totals have not been adjusted to exclude properties held for sale.
44
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 45
OPERATOR ABIGAELS
MID-AMERICA APARTMENTS, L.P.
SELECTED FINANCIAL DATA
(Dollars in thousands, except per unit data)
Operating Data:
2015
Year Ended December 31,
2013
2014
2012
2011
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $1,042,779 $ 992,332 $ 635,490 $ 475,888 $ 409,782
Expenses:
Property operating expenses . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . .
Acquisition expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property management and general and
administrative expenses . . . . . . . . . . . . . . . . . . . .
Merger related expenses . . . . . . . . . . . . . . . . . . . . . . .
Integration related expenses . . . . . . . . . . . . . . . . . . . .
400,645
294,520
2,777
56,706
—
—
393,348
301,812
2,388
53,004
3,152
8,395
253,633
186,979
1,393
38,652
32,403
5,102
194,149
121,211
1,581
35,043
—
—
173,563
106,009
3,319
38,096
—
—
Income from continuing operations before
non-operating items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other non-property (expense) income . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . .
Net casualty gain (loss) after insurance and
288,131
(368)
(122,344)
(3,602)
230,233
770
(123,953)
(2,586)
117,328
466
(78,978)
(426)
123,904
430
(61,489)
(654)
88,795
802
(59,285)
(755)
other settlement proceeds. . . . . . . . . . . . . . . . . . . . . . . . . .
473
(476)
(143)
(6)
(619)
Gain on sale of depreciable real estate assets excluded
from discontinued operations . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before
joint venture activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) gain from real estate joint ventures . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:
Income from discontinued operations before (loss)
gain on sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . .
Net income available for Mid-America Apartments, L.P.
189,958
172
352,420
42,649
350
146,987
(1,673)
(2,050)
—
—
38,247
(893)
—
45
62,230
(803)
350,747
144,937
37,354
(2)
6,009
338
350,745
150,946
37,692
61,427
(223)
61,204
—
1,084
30,022
(727)
29,295
(593)
28,702
—
—
(63)
5,394
4,332
65,520
6,201
41,635
9,087
12,799
common unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350,745 $ 156,277 $ 107,544 $ 109,040 $
50,588
Per Unit Data:
Weighted average units outstanding (in thousands):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive stock options and
partnership units(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Earnings per unit - basic:
79,361
79,188
53,075
42,911
39,051
—
—
79,361
79,188
88
53,163
64
42,975
100
39,151
Income from continuing operations, adjusted . . . . . . . . . . $ 349,973 $ 150,668 $
Income from discontinued operations, adjusted . . . . . . . .
Net income available for common unitholders . . . . . . . . . $ 349,973 $ 155,989 $ 107,449 $ 108,946 $
37,659 $
69,790
61,151 $
47,795
—
5,321
28,681
21,876
50,557
45
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 46
OPERATOR ABIGAELS
Earnings per unit - basic:
Income from continuing operations available for
2015
Year Ended December 31,
2013
2014
2012
2011
common unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . $
4.41 $
1.90 $
0.71 $
1.43 $
0.73
Income from discontinued property operations
available for common unitholders . . . . . . . . . . . . . . . .
Net income available for common unitholders . . . . . . . . . $
—
4.41 $
0.07
1.97 $
1.31
2.02 $
1.11
2.54 $
0.56
1.29
Calculation of Earnings per unit - diluted:
Income from continuing operations, adjusted . . . . . . . . . . $ 349,973 $ 150,668 $
Income from discontinued operations, adjusted . . . . . . . .
Net income available for common unitholders . . . . . . . . . $ 349,973 $ 155,989 $ 107,544 $ 109,040 $
37,692 $
69,852
61,204 $
47,836
—
5,321
28,702
21,886
50,588
Earnings per unit - diluted:
Income from continuing operations available for
common unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . $
Discontinued property operations . . . . . . . . . . . . . . . . . . .
Net income available for common unitholders . . . . . . . . . $
4.41 $
—
4.41 $
1.90 $
0.07
1.97 $
0.71 $
1.31
2.02 $
1.43 $
1.11
2.54 $
0.73
0.56
1.29
Distributions declared, per unit(2) . . . . . . . . . . . . . . . . . . . . . . $
3.1300 $
2.9600 $
2.8150 $
2.6750 $
2.5425
Balance Sheet Data:
Real estate owned, at cost . . . . . . . . . . . . . . . . . . . . . . . . . $8,217,579 $8,071,187 $7,694,618 $3,721,028 $3,383,883
Real estate assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,718,366 $6,697,508 $6,556,303 $2,688,549 $2,418,198
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,847,781 $6,821,778 $6,835,012 $2,739,502 $2,520,452
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,427,568 $3,512,699 $3,463,239 $1,668,072 $1,645,415
Total Operating Partnership capital and
redeemable units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,166,054 $3,057,703 $3,118,568 $ 943,720 $ 709,871
Other Data (at end of period):
Number of communities, including joint venture
ownership interest(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
254
268
275
165
166
Number of apartment units, including joint venture
ownership interest(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,496
82,316
83,641
49,335
48,877
(1) See Earnings Per OP Unit of MAALP note in Item 8. Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements, Note 4 of this Annual Report on Form 10-K.
(2) Beginning in 2006, at their regularly scheduled meetings, the Board of Directors began routinely declaring
distributions for payment in the following quarter. This can result in distributions declared during a calendar year
being different from distributions paid during a calendar year.
(3) Property and apartment unit totals have not been adjusted to exclude properties held for sale.
46
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 47
OPERATOR ABIGAELS
ITEM 7. 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 94.8% limited partner interest
as of December 31, 2015. MAA conducts all of its business through the Operating Partnership and the Operating
Partnership’s various subsidiaries. This discussion should be read in conjunction with all of the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
A critical accounting policy is one that is both important to our financial condition and results of operations
and that involves some degree of uncertainty. The following discussion and analysis of financial condition and results
of operations are based upon our consolidated financial statements and the notes thereto, which have been prepared
in accordance with United States generally accepted accounting principles, or GAAP. The preparation of financial
statements in conformity with GAAP requires management to make a number of estimates and assumptions that affect
the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our
estimates and assumptions based upon historical experience and various other factors and circumstances. We believe
that our estimates and assumptions are reasonable under the circumstances; however, actual results may differ from
these estimates and assumptions.
We believe that the estimates and assumptions listed below are most important to the portrayal of our financial
condition and results of operations because they require the greatest subjective determinations and form the basis of
accounting policies deemed to be most critical.
Acquisition of real estate assets
We account for our acquisitions of investments in real estate in accordance with ASC 805-10, Business
Combinations, which requires the fair value of the real estate acquired to be allocated to the acquired tangible assets,
consisting of land, building and furniture, fixtures and equipment, and identified intangible assets, consisting of the
value of in-place leases and other contracts. In calculating the fair value of acquired tangible assets, management divides
forecasted net operating income (NOI) by a market capitalization rate. Management analyzed historical stabilized NOI
to determine its estimate for forecasted NOI. Management estimates the market capitalization rate by analyzing the
market capitalization rates for properties with comparable ages in similar sized markets. Although management’s
estimates of the fair value of acquired tangible assets have been materially accurate in the past, variability of future
operating performance as well as additional information becoming available could lead to the modification of the initial
fair value calculation and purchase price allocation. Subsequent adjustments made to the purchase price allocation, if
any, would be made within the allocation period, which typically does not exceed one year.
Impairment of long-lived assets, including goodwill
We account for long-lived assets in accordance with the provisions of accounting standards for the impairment
or disposal of long-lived assets and evaluate our goodwill for impairment under accounting standards for goodwill
and other intangible assets. We evaluate goodwill for impairment on at least an annual basis, or more frequently if a
goodwill impairment indicator is identified. We periodically evaluate long-lived assets, including investments in real
estate and goodwill, for indicators that would suggest that the carrying amount of the assets may not be recoverable.
The judgments regarding the existence of such indicators are based on factors such as operating performance, market
conditions and legal factors. If impairment indicators exist for a long-lived asset, management compares the carrying
amount of the asset to an estimate of the undiscounted future cash flows expected to be generated by the asset.
Management estimates future cash flows by analyzing historical cash flows generated by the asset. If impairment
indicators exist for goodwill, management compares the carrying amount of the asset to an estimate of the implied fair
value of the asset. Management calculates the fair value of the asset by dividing historical operating cash flows by a
market capitalization rate. Management estimates the market capitalization rate by analyzing the market capitalization
rates for properties with comparable ages in similarly sized markets. Historically, impairment analysis estimates have
been materially accurate, which resulted in no impairment losses recognized during the years ended December 31, 2015,
2014, and 2013.
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PAGE NO. 48
OPERATOR ABIGAELS
Cost Capitalization
Repairs and maintenance costs are expensed as incurred while significant improvements, renovations, and
replacements are capitalized. The cost to complete any deferred repairs and maintenance at properties acquired by us
in order to elevate the condition of the property to our standards are capitalized as incurred. The carrying costs related
to development projects, including interest, property taxes, insurance and allocated direct development salary cost
during the construction period, are capitalized. Management uses judgment in determining whether costs should be
expensed or capitalized.
Loss Contingencies
The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. We record an
accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. We review
these accruals quarterly and make revisions based on changes in facts and circumstances. When a loss contingency is
not both probable and reasonably estimable, the we do not accrue the loss. However, for material loss contingencies, if
the unrecorded loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then
we disclose a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If we
cannot make a reasonable estimate of the possible loss, or range of loss, then that 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 involve a series of complex judgments about future events. Among the factors that we
consider in this assessment, including with respect to the matters disclosed in this Annual Report on Form 10-K, 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, our experience in similar matters, the facts available to us at the time of assessment, and how we intend
to respond, or have responded, to the proceeding or claim. Our assessment of these factors may change over time as
individual proceedings or claims progress. For matters where we are 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 expected ultimately to be resolved through negotiation and settlement have not reached the point
where we believe a reasonable estimate of loss, or range of loss, can be made. In such instances, we believe that there
is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual
loss or business impact, if any.
For more information regarding our significant accounting policies, see Item 8. Financial Statements and
Supplementary Data - Notes to Consolidated Financial Statements, Note 1.
OVERVIEW OF THE YEAR ENDED DECEMBER 31, 2015
We experienced an increase in income from continuing operations in 2015 as increases in revenues outpaced
increases in expenses. The increases in revenues came from a 6.3% increase in our large market same store segment,
a 4.7% increase in our secondary market same store segment and a 1.0% increase in our non-same store and other
segment. The increase in expense came from a 3.6% increase in our large market same store segment and a 3.2%
increase in our secondary market same store segment, which were offset slightly by an 8.0% decrease in our non-same
store and other segment. Our same store portfolio represents those communities that have been held and have been
stabilized for at least twelve months. Communities excluded from the same store portfolio include recent acquisitions,
communities being developed or in lease-up, communities undergoing extensive renovations, and communities
identified for disposition. Additional information regarding the composition of operating segments is included in the
notes to the consolidated financial statements, Note 16 - Segment Information. The drivers of these increases are
discussed below in the results of operations section.
On October 1, 2013, we consummated the Merger and acquired all of Colonial’s net assets. As a result of the
Merger, the results of operations for 2013 include three months of results for the legacy Colonial portfolio. The results
of operations for 2014 and 2015 include twelve months of results for the legacy Colonial portfolio.
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OPERATOR ABIGAELS
We have grown externally during the past three years by following our acquisition strategy to invest in large and
mid-sized growing markets in the Southeast and Southwest region of the United States. Apart from the Merger, we
acquired four apartment communities for our portfolio in 2013, eight in 2014 and seven in 2015. Offsetting some of this
increased revenue stream were nine apartment community dispositions in 2013, eight in 2014, and 21 in 2015.
The following table shows our apartment real estate assets as of December 31, 2015, 2014, and 2013:
2015
2014
2013
254
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,496
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
748
Average Effective Monthly Rent/Unit, excluding lease-up and development . . . . $ 1,006
Occupancy, excluding lease-up and development . . . . . . . . . . . . . . . . . . . . . . . . .
95.6%
268
82,316
514
948
94.1%
275
83,641
1,461
883
94.9%
$
$
Average effective monthly rent per unit is calculated as the average of monthly gross rent amounts for occupied
units, after the effect of leasing concessions, plus then-prevailing market rates asked for unoccupied units, divided by the
total number of units. Leasing concessions represent discounts to the current market rate. We believe average effective
monthly rent is a helpful measurement in evaluating average pricing; however, it does not represent actual rental
revenue collected per unit. For additional discussion of same store average rent per unit and occupancy comparisons,
see the “Trends” section below.
In addition to the multifamily assets detailed above, we also owned an interest in two commercial properties
totaling approximately 238,000 square feet of leasable space.
RESULTS OF OPERATIONS
Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014
Property Revenues
The following table shows our property revenues by segment for the years ended December 31, 2015 and
December 31, 2014 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2015
$ 587,896
324,771
912,667
130,112
$1,042,779
Year ended
December 31, 2014
$553,038
310,281
863,319
128,859
$992,178
Increase
$34,858
14,490
49,348
1,253
$50,601
Percentage
Increase
6.3%
4.7%
5.7%
1.0%
5.1%
The increase in property revenues from our same store portfolio is primarily a result of increased average rental
revenue per occupied unit of 5.5% and 3.8% for our large and secondary markets, respectively, and an increased average
physical occupancy of 0.8% and 0.9% for our large and secondary markets, respectively.
Property Operating Expenses
Property operating expenses include costs for property personnel, building repairs and maintenance, real estate
taxes and insurance, utilities, landscaping, and depreciation and amortization. The following table shows our property
operating expenses by segment for the years ended December 31, 2015 and December 31, 2014 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2015
$226,611
123,782
350,393
50,252
$400,645
Year ended
December 31, 2014
$218,784
119,934
338,718
54,630
$393,348
Increase/
(Decreased)
$ 7,827
3,848
11,675
(4,378)
$ 7,297
Percentage
Increase
3.6%
3.2%
3.4%
(8.0)%
1.9%
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The increase in property operating expenses from our large market same store group is primarily the result of
increases in real estate taxes of $3.2 million, personnel expenses of $1.9 million, water expenses of approximately $1.0
million, cable expenses of $0.5 million, and waste removal expenses of $0.2 million. The increase in property operating
expenses from our secondary market same store group is primarily a result of increases in other operating expenses
of $1.5 million, real estate taxes of $1.1 million, and personnel expenses of $1.2 million. The decrease in property
operating expenses from our non-same store and other group is primarily the result of decreases in personnel expenses
of $2.4 million and utility expenses of $1.7 million.
Depreciation and Amortization
The following table shows our depreciation and amortization expense by segment for the years ended December 31,
2015 and December 31, 2014 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2015
$168,872
85,008
253,880
40,640
$294,520
Year ended
December 31, 2014
$174,957
86,058
261,015
40,797
$301,812
Increase
$ (6,085)
(1,050)
(7,135)
(157)
$ (7,292)
Percentage
Increase
(3.5)%
(1.2)%
(2.7)%
(0.4)%
(2.4)%
The decrease in depreciation and amortization expense is primarily due to a decrease of $19.4 million related
to the amortization of the fair value of in-place leases and resident relationships acquired as a result of the Merger
from the year ended December 31, 2014 to the year ended December 31, 2015. This decrease was partially offset by an
increase in depreciation expense of $11.7 million driven by an increase in gross real estate assets from the year ended
December 31, 2014 to the year ended December 31, 2015.
Property Management Expenses
Property management expenses for the year ended December 31, 2015 were approximately $31.0 million, a
decrease of $1.1 million from the year ended December 31, 2014. The majority of the decrease was related to a decrease
in state franchise taxes of $2.1 million, partially offset by an increase in insurance expense of $0.6 million, an increase
in payroll expense of $0.3 million, and an increase in incentive expense $0.3 million.
General and Administrative Expenses
General and Administrative expenses for the year ended December 31, 2015 were approximately $25.7 million, an
increase of $4.8 million from the year ended December 31, 2014. The majority of the increase was related to increases
in legal fees of $2.7 million and stock option expenses of $1.6 million.
Merger and Integration Related Expenses
There were no merger or integration related expenses for the year ended December 31, 2015, as these expenses
related primarily to severance, legal, professional, temporary systems, staffing, and facilities costs incurred for the
acquisition and integration of Colonial. For the year ended December 31, 2014, merger and integration related expenses
were approximately $3.2 million and $8.4 million, respectively.
Interest Expense
Interest expense for the year ended December 31, 2015 was approximately $122.3 million, a decrease of
$1.6 million from the year ended December 31, 2014. The decrease was primarily the result of a decrease in amortization
of deferred financing cost from the year ended December 31, 2014 to the year ended December 31, 2015 of approximately
$0.9 million. Also, the overall debt balance decreased from $3.5 billion to $3.4 billion, a decrease of $85.1 million. The
average effective interest rate remained at 3.7% and the average years to rate maturity increased from 4.4 years to
4.8 years.
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PAGE NO. 51
OPERATOR ABIGAELS
Dispositions of Depreciable Real Estate Assets Excluded from Discontinued Operations
We recorded a gain on sale of depreciable assets excluded from discontinued operations of $190.0 million for
the year ended December 31, 2015, an increase of approximately $147.3 million from the $42.6 million gain on sale of
depreciable assets recorded for the year ended December 31, 2014. The increase was primarily the result of increased
disposition activity. Dispositions increased from eight multifamily properties for the year ended December 31, 2014, to
21 multifamily properties for the year ended December 31, 2015.
Gain from Real Estate Joint Ventures
We recorded a gain from real estate joint ventures of $6.0 million during the year ended December 31, 2014
as opposed to no material gain or loss being recorded during the year ended December 31, 2015. The decrease was
primarily a result of recording a $3.4 million gain for the disposition of Ansley Village by Mid-America Multifamily
Fund II, or Fund II, as well as a $2.8 million gain for the promote fee received from our Fund II partner during
2014. The promote fee was received as a result of MAA achieving certain performance metrics in its management
of the Fund II properties over the life of the joint venture. There were no such gains recorded during the year ended
December 31, 2015.
Discontinued Operations
We recorded a gain on sale of discontinued operations of $5.4 million for the year ended December 31, 2014.
We did not record a gain or loss on sale of discontinued operations during the year ended December 31, 2015, due to
the adoption of ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an
Entity, which resulted in dispositions being included in the gain on sale of depreciable real estate assets excluded from
discontinued operations and is discussed further below.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests for the year ended December 31, 2015 was approximately
$18.5 million, an increase of $10.2 million from the year ended December 31, 2014. This increase is consistent with the
increase to overall net income and is primarily a result of the items discussed above.
Net Income Attributable to MAA
Primarily as a result of the items discussed above, net income attributable to MAA increased by approximately
$184.3 million in the year ended December 31, 2015 from the year ended December 31, 2014.
Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013
The comparison of the year ended December 31, 2014 to the year ended December 31, 2013 shows the segment
break down based on the 2014 same store portfolios. A comparison using the 2015 same store portfolio would not be
comparative due to the nature of the classifications as a result of the Merger.
Property Revenues
The following table shows our property revenues by segment for the years ended December 31, 2014 and
December 31, 2013 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2014
$252,029
246,800
498,829
493,349
$992,178
Year ended
December 31, 2013
$241,194
242,464
483,658
151,185
$634,843
Increase
$ 10,835
4,336
15,171
342,164
$357,335
Percentage
Increase
4.5%
1.8%
3.1%
226.3%
56.3%
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OPERATOR ABIGAELS
The increase in property revenues from our same store portfolio is primarily a result of increased average effective
rent per unit of 4.3% for our large market and 1.9% for our secondary markets. The increase in property revenues from
our non-same store and other group is primarily due to the addition of the Colonial portfolio as a result of the Merger,
which represents $275.6 million of the increase. The remaining $66.6 million of the increase was related to acquisitions
other than the Merger.
Property Operating Expenses
Property operating expenses include costs for property personnel, property personnel bonuses, building
repairs and maintenance, real estate taxes and insurance, utilities, landscaping, and depreciation and amortization.
The following table shows our property operating expenses by segment for the years ended December 31, 2014 and
December 31, 2013 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2014
$100,892
98,191
199,083
194,265
$393,348
Year ended
December 31, 2013
$ 98,190
96,141
194,331
59,302
$253,633
Increase
2,702
$
2,050
4,752
134,963
$139,715
Percentage
Increase
2.8%
2.1%
2.4%
227.6%
55.1%
The increase in property operating expenses from our same store portfolio is primarily a result of increases in
real estate taxes of $3.9 million and utilities expenses of $1.3 million, offset by a decrease in insurance expenses of
$1.0 million. The increase in property operating expenses from our non-same store and other group is primarily due
to the addition of the Colonial portfolio as a result of the Merger, which represents $107.6 million of the increase. The
remaining $27.4 million of the increase was related to acquisitions other than the Merger.
Depreciation and Amortization
The following table shows our depreciation and amortization expense by segment for the years ended December 31,
2014 and December 31, 2013 (dollars in thousands):
Large Market Same Store . . . . . . . . . . . . . . . . . . . . .
Secondary Market Same Store . . . . . . . . . . . . . . . . .
Same Store Portfolio . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Same Store and Other . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended
December 31, 2014
$ 58,356
59,697
118,053
183,759
$301,812
Year ended
December 31, 2013
$ 57,712
59,339
117,051
69,928
$186,979
Increase
644
$
358
1,002
113,831
$114,833
Percentage
Increase
1.1%
0.6%
0.9%
162.8%
61.4%
The increase in depreciation and amortization expense from our same store portfolio resulted from asset additions
made during the normal course of business. The increase in depreciation and amortization expense from our non-same
store and other group is primarily due to the addition of the Colonial portfolio as a result of the Merger.
Property Management Expenses
Property management expenses for the year ended December 31, 2014 were approximately $32.1 million, an
increase of $9.0 million from the year ended December 31, 2013. The majority of the increase was related to increases
in payroll expenses of $3.0 million, state franchise taxes of $2.7 million, software maintenance of $2.1 million, and
incentive bonuses of $0.9 million as a result of the increased headcount and scope of work resulting from the Merger.
General and Administrative Expenses
General and Administrative expense for the year ended December 31, 2014 was approximately $20.9 million, an
increase of $5.3 million from the year ended December 31, 2013. The majority of the increase was related to increases
in incentive bonuses of $3.3 million and payroll expenses of $1.2 million as a result of the Merger.
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OPERATOR ABIGAELS
Merger and Integration Related Expenses
Merger related expenses, primarily severance, legal, and professional costs for the acquisition of Colonial were
approximately $3.2 million from the year ended December 31, 2014, a decrease of $29.3 million from the year ended
December 31, 2013. We also incurred integration related expenses, primarily related to temporary systems, staffing,
and facilities costs of $8.4 million for the year ended December 31, 2014, an increase of $3.3 million from the year
ended December 31, 2013.
Interest Expense
Interest expense for the year ended December 31, 2014 was approximately $124.0 million, an increase of
$45.0 million from the year ended December 31, 2013. The increase was primarily the result of an increase in our
average debt outstanding from the year ended December 31, 2013 to the year ended December 31, 2014 of approximately
$1.38 billion, due primarily to the assumption of Colonial’s debt as a result of the Merger.
Debt Extinguishment
Loss on debt extinguishment for the year ended December 31, 2014 was approximately $2.6 million, an increase
of -$2.2 million from the year ended December 31, 2013. The increase was primarily the result of the prepayment of a
loan for a property sold during the year ended December 31, 2014.
Discontinued Operations
We recorded a gain on sale of discontinued operations of $5.4 million for the year ended December 31, 2014
as compared to a $76.8 million gain for the year ended December 31, 2013. The decrease in the gain is caused by
the proceeds received in 2014 being less than the proceeds received in 2013 in relation to the net book value of the
properties sold and, in accordance with newly adopted ASU 2014-08, recording a gain on sale of depreciable assets
excluded from discontinued operations in 2014, which is discussed further below.
Dispositions of Depreciable Real Estate Assets Excluded from Discontinued Operations
We recorded a gain on sale of depreciable assets excluded from discontinued operations of $42.6 million for the
year ended December 31, 2014. We did not record a similar gain for the year ended December 31, 2013 because we did
not dispose of any properties that were excluded from discontinued operations.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests for the year ended December 31, 2014 was approximately
$8.3 million, an increase of $4.3 million from the year ended December 31, 2013.
Net Income Attributable to MAA
Primarily as a result of the foregoing, net income attributable to MAA increased by approximately $32.7 million
in the year ended December 31, 2014 from the year ended December 31, 2013.
Funds from Operations
Funds from operations, or FFO, a non-GAAP financial measure, represents net income (computed in accordance
with GAAP) excluding extraordinary items, net income attributable to noncontrolling interest, asset impairment, gains
or losses on disposition of real estate assets, plus depreciation and amortization of real estate, and adjustments for
joint ventures to reflect FFO on the same basis. Disposition of real estate assets includes, but is not limited to, sales of
discontinued operations.
FFO should not be considered as an alternative to net income, or any other GAAP measurement of performance,
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. Our
calculation of FFO may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may
not be comparable to such other REITs.
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Core FFO, a non-GAAP financial measure, represents FFO excluding certain non-cash or non-routine items
such as acquisition, merger and integration expenses, mark-to-market debt adjustments and loss or gain on debt
extinguishment. While our definition of Core FFO is similar to others in our industry, our precise 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 or any other GAAP measurement
of performance, 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 Core FFO is helpful in understanding
our operating performance in that it removes certain items that by their nature are not comparable over periods and
therefore tend to obscure actual operating performance.
The following table is a reconciliation of Core FFO and FFO to consolidated net income for the years ended
December 31, 2015, 2014, and 2013 (dollars in thousands):
Net income available for MAA common shareholders . . . . . . . . . . . . . . . .
Depreciation and amortization of real estate assets . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of real estate assets of
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sales of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of depreciable real estate assets excluded from
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition within unconsolidated entities . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of real estate assets of real estate
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . .
Funds from operations attributable to the Company . . . . . . . . . . . . . . . . . .
Acquisition expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger Related Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . . . . . . . . . . . .
Mark-to-market debt adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Core funds from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015
$ 332,287
291,572
Years ended December 31,
2014
$147,980
299,421
2013
$115,281
184,857
—
—
42
(5,394)
2,703
(76,844)
(189,958)
(12)
(42,649)
(4,007)(1)
—
—
25
18,458
452,372
2,777
—
—
(172)
(19,955)
3,602
$ 438,624
397
8,297
404,087
2,388
3,152
8,395
(350)
(25,079)
3,126(2)
$395,719
1,030
3,998
231,025
1,393
32,403
5,102
—
(7,992)
426
$262,357
(1) Gain on disposition within unconsolidated entities excludes the promote fee recognized with the final liquidation
of Mid-America Multifamily Fund II (Fund II).
(2) The loss on debt extinguishment for the year ended year ended December 31, 2014 includes MAA’s share of debt
extinguishment costs incurred by our joint venture, Mid-America Multifamily Fund II.
FFO for the year ended December 31, 2015 increased approximately $48.3 million from the year ended
December 31, 2014 primarily as a result of the increase in total property revenues of $50.6 million and a decrease in
merger and integration related expenses of $11.5 million, which were partially offset by increases of $7.3 million in
property operating expenses and $4.8 million in general and administrative expenses.
FFO for the year ended December 31, 2014 increased approximately $173.1 million from the year ended
December 31, 2013 primarily as a result of the increase in property revenues of $357.3 million that was partially offset
by the $139.7 million increase in property operating expenses and the $45.0 million of increased interest expense.
Core FFO for the year ended December 31, 2015 increased approximately $42.9 million from the year ended
December 31, 2014 primarily as a result of the increase in total property revenues of $50.6 million and the decrease
in interest expense, excluding the mark-to-market debt adjustment, of $6.7 million, which was partially offset by the
$7.3 million increase in property operating expenses and the $4.8 million in general and administrative expenses.
54
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 55
OPERATOR ABIGAELS
Core FFO for the year ended December 31, 2014 increased by approximately $133.4 million from the year ended
December 31, 2013 primarily as a result of the increase in total property revenues of $357.3 million discussed above that
was partially offset by the $139.7 million increase in property operating expenses and the $45.0 million of increased
interest expense.
TRENDS
During the twelve months ended December 31, 2015, demand for apartments was strong, as it was during the
twelve months ended December 31, 2014. This strength was evident on two fronts: occupancy and effective rent per
unit. Same store physical occupancy ended 2015 at 96.5% and average physical occupancy for the same store portfolio
was 96.1% for the year. Same store effective rent per unit continued to grow, up 4.4% in the twelve months ended
December 31, 2015 as compared to the twelve months ended December 31, 2014. This compares to 3.3% growth
achieved in the twelve months ended December 31, 2014 as compared to the twelve months ended December 31, 2013.
An important part of our portfolio strategy is maintaining a broad diversity of markets across the Southeast and
Southwest regions of the United States. The diversity of markets tends to mitigate exposure to economic issues in any
one geographic market or area. We believe that a well-diversified portfolio, including both large and select secondary
markets, will perform well in “up” cycles as well as weather “down” cycles better. As of December 31, 2015, we
were invested in approximately 40 defined Metropolitan Statistical Areas, with approximately 65% of our multifamily
assets, based on gross assets, in large markets and 35% of our multifamily assets in select secondary markets.
New supply of rental units has increased in several of our key markets and multifamily permitting increased
in 2015 as compared to 2014. We believe this permitting will ultimately lead to a further increase in supply but also
believe the lack of new apartments in recent years combined with demand from new households will help keep supply
and demand in balance in most markets. Also, we believe that more disciplined credit terms for residential mortgages
should continue to favor rental demand at existing multi-family properties. Furthermore, rental competition from
single family homes has not been a major competitive factor impacting our portfolio. In 2015, move outs attributable
to single family rentals remained relatively consistent with prior years. We have seen significant rental competition
from single family homes in only a few of our submarkets. Long term, we expect demographic trends (including the
growth of prime age groups for rentals and immigration and population movement to the Southeast and Southwest) will
continue to build apartment rental demand for our markets.
Our focus is on maintaining strong physical occupancy while increasing pricing where possible through our
revenue management system. As noted above, physical occupancy ended 2015 strong and also averaged 75 basis points
higher in 2015 as compared to 2014. As we continue through the typically slower winter leasing season, the current
level of physical occupancy puts us in a good position to maximize pricing in the first quarter of 2016.
We continue to develop improved products, operating systems and procedures that we believe enable us to capture
more revenues. The continued benefit of ancillary services (such as our cable saver and deposit saver programs),
improved collections and utility reimbursements enable us to capture increased revenue. We also actively work on
improving processes and products to reduce expenses, such as new web-sites and internet access for our residents that
enable them to transact their business with us more simply and effectively.
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. The significant changes in cash from
the year ended December 31, 2014 to the year ended December 31, 2015 due to operating, investing, and financing
activities are as follows:
Operating Activities
Net cash flow provided by operating activities increased to $463.7 million for the year ended December 31, 2015
from $385.4 million for the year ended December 31, 2014. This change was a result of various items, including higher
revenues, as discussed above.
55
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 56
OPERATOR ABIGAELS
Investing Activities
Net cash used in investing activities decreased to $136.2 million for the year ended December 31, 2015 from
$203.8 million for the year ended December 31, 2014. The primary drivers of this change are as follows:
Purchases of real estate and other assets . . . . . . . . . . .
Proceeds from disposition of real estate assets . . . . . .
Distributions from real estate joint ventures . . . . . . . .
Return (funding) of escrow for future acquisitions . . .
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Primary drivers of cash (outflow)/
inflow during the year ended
December 31,
2015
$(328,193)
$ 358,017
6
$
$
8
$ (38,730)
2014
$(309,174)
$ 254,638
$ 15,964
$ 24,884
$ (70,788)
Increase/
(Decrease) in
Net Cash
$ (19,019)
$103,379
$ (15,958)
$ (24,876)
$ 32,058
Percentage
Increase/
(Decrease) in
Net Cash
(6.2)%
40.6%
(100.0)%
(100.0)%
45.3%
The increase in cash outflows from purchases of real estate and other assets primarily resulted from the acquisition
of seven apartment communities and three land acquisitions during the year ended December 31, 2015 compared to
the acquisition of eight apartment communities and no land acquisitions during the year ended December 31, 2014.
Additionally, the apartment communities acquired during the year ended December 31, 2014 included debt assumptions,
which reduced the amount of cash paid for these properties. The increase in proceeds from disposition of real estate
assets primarily resulted from the sale of 21 apartment communities, one commercial property, and one land parcel
during the year ended December 31, 2015 compared to the sale of eight apartment communities, two commercial
properties, and six land parcels during the year ended December 31, 2014. The decrease in distributions from real estate
joint ventures primarily resulted from the receipt of funds from the sale of two joint venture properties during the year
ended December 31, 2014. No joint venture properties were sold during 2015. The decrease in cash inflows from the
funding of escrow for future acquisitions resulted from the funding of two 1031(b) transactions during the year ended
December 31, 2015 compared to the funding of three 1031(b) transactions and the return of escrow related to two 1031(b)
transactions during the year ended December 31, 2014. The decrease in cash outflows for development resulted from
the timing of development spending for two projects commencing during the year ended December 31, 2015.
Financing Activities
Net cash used in financing activities increased to $316.6 million for the year ended December 31, 2015 from
$244.3 million for the year ended December 31, 2014. The primary drivers of this change are as follows:
Net change in credit lines . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on notes payable . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid on common shares . . . . . . . . . . . . . . . . . . .
Primary drivers of cash (outflow)/
inflow during the year ended
December 31,
2015
$(180,900)
$(279,077)
$
420
$(232,079)
2014
$(157,184)
$(260,347)
$ 12,245
$(219,158)
(Decrease)/
Increase in
Net Cash
$(23,716)
$(18,730)
$(11,825)
$(12,921)
Percentage
(Decrease)/
Increase in
Net Cash
(15.1)%
(7.2)%
(96.6)%
(5.9)%
The increase in cash outflows from the net change in credit lines from 2014 to 2015 was due to the timing of
borrowings and repayments on our various lines of credit. The increase in cash outflows from principal payments
on notes payable is primarily due to the fact that during 2015 we paid off the principal balance due on unsecured
public bond notes payable originally issued by Colonial that matured during the year. The decrease in cash inflows
from the exercise of stock options resulted from the exercise of approximately 7,000 stock options during the year
ended December 31, 2015 compared to the exercise of approximately 270,000 stock options during the year ended
December 31, 2014. The increase in cash outflows from dividends paid on common shares primarily resulted from the
increase in the dividend rate to $0.77 per share during the year ended December 31, 2015 from $0.73 per share during
the year ended December 31, 2014.
56
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 57
OPERATOR ABIGAELS
Equity
As of December 31, 2015, MAA owned 75,408,571 OP Units, comprising a 94.8% limited partnership interest in
the Operating Partnership, while the remaining 4,162,996 outstanding OP Units were held by limited partners of the
Operating Partnership. Holders of OP Units (other than MAA and its corporate affiliates) 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 New York Stock
Exchange over a specified period prior to the redemption date) or by delivering one share of our common stock (subject
to adjustment under specified circumstances) for each OP Unit so redeemed. In addition, we have registered under the
Securities Act of 1933, as amended, the 4,162,996 shares of our common stock, which as of December 31, 2015, were
issuable upon redemption of OP Units held by the Operating Partnership’s limited partners so that those shares can be
sold freely in the public markets. To the extent that additional OP Units are issued to limited partners of the Operating
Partnership, we will likely register the additional shares of common stock issuable upon redemption of those OP Units
under the Securities Act of 1933, as amended, so that those shares can also be sold in the public markets. If MAA issues
shares of common stock upon the redemption of OP Units in the Operating Partnership, sales of substantial amounts
of such shares of common stock, or the perception that these sales could occur, may adversely affect prevailing market
prices for MAA common stock or may impair MAA’s ability to raise capital through the sale of common stock or other
equity securities.
In connection with the Merger, we issued approximately 31.9 million shares of MAA common stock and
approximately 2.6 million OP Units on October 1, 2013.
For more information regarding our equity capital resources, see Note 10 and Note 11 in the audited consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
The following schedule outlines our fixed and variable rate debt, including the impact of interest rate swaps and
caps, outstanding as of December 31, 2015 (dollars in thousands):
SECURED DEBT
Conventional - Fixed Rate or Swapped . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conventional - Variable Rate - Capped(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed or Hedged Rate Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conventional - Variable Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Market Value Adjustments and Debt Issuance Costs . . . . . . . . . . . . . . . . . .
Total Secured Rate Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNSECURED DEBT
Fixed Rate or Swapped . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Market Value Adjustments, Debt Issuance Costs and Discounts . . . . . . . . .
Total Unsecured Rate Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TOTAL FIXED OR HEDGED DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal
Balance
$1,062,862
125,000
$1,187,862
65,000
$
33,374
$1,286,236
$2,085,246
75,000
(18,914)
$2,141,332
$3,427,568
$3,287,568
Average
Years to
Rate
Maturity
Effective
Rate
3.4
1.1
3.2
0.1
3.2
3.0
6.1
—
9.5
5.9
4.8
5.0
4.0%
0.8%
3.6%
0.8%
3.4%
3.9%
1.2%
3.8%
3.7%
3.8%
(1) The effective rate represents the average rate on the underlying variable debt until LIBOR reaches the cap rates,
which average 4.6%.
57
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 58
OPERATOR ABIGAELS
As of December 31, 2015, we had entered into interest rate swaps totaling a notional amount of $550.0 million.
To date, these swaps have proven to be highly effective hedges. We had also entered into interest rate cap agreements
totaling a notional amount of approximately $125.0 million as of December 31, 2015.
The following schedule outlines the contractual maturity dates of our outstanding debt, net of fair market value
adjustments, debt issuance costs and discounts, as of December 31, 2015 (in thousands):
Amount Borrowed
Credit Facilities
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fannie Mae
Secured
$ 80,000
80,000
80,000
Key Bank
Unsecured
$ — $
Other
Secured
Other
Unsecured
Total
—
—
—
—
77,000 $ 190,921
33,921 $
158,964
17,959
61,005
472,496
300,829
91,667
569,205
19,932
549,273
170,452
395,182
149,730
139,918 1,500,882 1,640,800
$ 1,046,236 $ 2,066,332 $ 3,427,568
—
—
—
75,000
$240,000
$75,000
The following schedule details the line limits, collateralized availability and the outstanding balances, net of
fair market value adjustments, debt issuance costs and discounts, of our various borrowings as of December 31, 2015
(dollars in thousands):
Fannie Mae Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Secured Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Unsecured Borrowings . . . . . . . . . . . . . . . . . . . . . . . . .
Total Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
Available
Amount
Borrowed
Line Limit
$ 240,000 $ 240,000 $ 240,000
1,046,236 1,046,236 1,046,236
75,000
746,722
2,066,332 2,066,332 2,066,332
$ 4,102,568 $ 4,099,290 $ 3,427,568
750,000
Average
Years to
Contract
Maturity
1.6
3.5
4.3
6.1
5.0
The following schedule outlines the interest rate maturities of our outstanding fixed or hedged debt, net of fair
market value adjustments, debt issuance costs and discounts, as of December 31, 2015 (dollars in thousands):
Fixed Rate
Debt
Interest Rate
Swaps
Total
Fixed Rate
Balances
$ 110,921 $
128,963
141,540
569,206
170,452
1,491,581
298,949
250,956
— $ 110,921
427,912
392,496
569,206
—
170,452
—
— 1,491,581
$3,162,568
$2,612,663 $549,905
Contract
Rate
Interest
Rate Caps
Total Fixed
or Hedged
5.9% $ 75,000 $ 185,921
452,912
25,000
3.0%
417,496
25,000
3.6%
569,206
—
5.7%
170,452
—
4.8%
4.3%
— 1,491,581
4.4% $125,000 $3,287,568
2016 . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility
On October 15, 2015, our Operating Partnership entered into a $750.0 million unsecured revolving credit facility
agreement with KeyBank National Association and fourteen other banks. This credit facility replaced our Operating
Partnership’s previous unsecured credit facility with KeyBank. Interest rate is determined using an investment grade
pricing grid using LIBOR plus a spread of 0.85% to 1.55%. As of December 31, 2015, we had $75.0 million borrowed
under this facility. This facility serves as our primary source of short-term liquidity and has an accordion feature that
we may use to expand its capacity to $1.5 billion.
58
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 59
OPERATOR ABIGAELS
Unsecured Term Loans
In addition to our unsecured credit facility, we maintain three unsecured term loans. We had total borrowings of
$550.0 million outstanding under these term loan agreements at December 31, 2015.
The $250.0 million Wells Fargo term loan bears interest at a rate of LIBOR plus a spread of 0.90% to 1.90% based
on the credit ratings of our unsecured debt. The loan matures on August 1, 2018. As of December 31, 2015, this loan
was bearing interest at a rate of LIBOR plus 1.15%.
The $150.0 million U.S. Bank term loan bears interest at a rate of LIBOR plus a spread of 0.90% to 1.90% based
on the credit ratings of our unsecured debt. The loan matures on March 1, 2020. As of December 31, 2015, this loan was
bearing interest at a rate of LIBOR plus 1.15%.
The $150.0 million term loan agreement with Key Bank bears interest at a rate of LIBOR plus a spread of 0.90%
to 1.75% based on the credit ratings of our unsecured debt. The loan matures on March 1, 2021. As of December 31,
2015, this loan was bearing interest at a rate of LIBOR plus 1.10%.
Senior Unsecured Notes
We have also issued public and private unsecured notes. As of December 31, 2015, we have approximately $1.2 billion
of publicly issued bonds and $310 million of private placement notes. In October 2013 we issued $350.0 million senior
notes due 2023 with a coupon of 4.30%, paid semi-annually on April 15 and October 15. In June 2014 we issued
$400.0 million senior notes due 2024 with a coupon of 3.75%, paid semi-annually on June 15 and December 15. In
November 2015 we issued $400.0 million senior notes due 2025 with a coupon of 4.00%, paid semi-annually on May
15 and November 15. We also assumed approximately $75.3 million in senior notes as part of the Colonial merger. As
of December 31, 2015 all of these amounts remained outstanding.
On July 29, 2011, we issued $135.0 million of senior unsecured notes. The notes were offered in a private placement
with three maturity tranches: $50.0 million at 4.7% maturing on July 29, 2018, $72.8 million at 5.4% maturing on
July 29, 2021; and $12.3 million at 5.6% maturing on July 29, 2023; all of which is outstanding at December 31, 2015.
On August 31, 2012, we issued $175 million of senior unsecured notes. The notes were offered in a private
placement with four tranches: $18.0 million at 3.15% maturing on November 30, 2017; $20.0 million at 3.61% maturing
on November 30, 2019; $117.0 million at 4.17% maturing on November 30, 2022; and $20.0 million at 4.33% maturing
on November 30, 2024, all of which is outstanding at December 31, 2015.
Secured Credit Facilities
We rely on the efficient operation of the financial markets to refinance debt maturities, and on rate renewals
for Fannie Mae. Fannie Mae provided credit enhancement for approximately $240.0 million of our outstanding debt
through our Fannie Mae Facilities, as defined below, as of December 31, 2015.
The interest rate markets for Fannie Mae Discount Mortgage Backed Securities, or DMBS, which in our experience
are highly liquid and highly correlated with three-month LIBOR interest rates, are also an important component of our
liquidity and interest rate swap effectiveness. Prudential Mortgage Capital, a Delegated Underwriting and Servicing,
or DUS, lender for Fannie Mae, markets 90-day Fannie Mae DMBS monthly, and is obligated to advance funds to us at
DMBS rates plus a credit spread under the terms of the credit agreements between Prudential and us.
Approximately 7.0% of our outstanding obligations at December 31, 2015 were borrowed through a credit facility
credit enhanced by Fannie Mae, which we also refer to as the Fannie Mae Facility. The Fannie Mae Facility has line
limit of $240.0 million, of which $240.0 million was collateralized, available to borrow, and borrowed, at December 31,
2015. Various Fannie Mae rate tranches of the Fannie Mae Facility mature from 2016 through 2018. The Fannie Mae
Facility provides for both fixed and variable rate borrowings. The interest rate on the majority of the variable portion is
based on the Fannie Mae DMBS rate which are credit-enhanced by Fannie Mae and are typically sold every 90 days by
Prudential Mortgage Capital at interest rates approximating three-month London Interbank Offered Rate, or LIBOR,
less a spread that has averaged 0.17% over the life of the Fannie Mae Facility, plus a credit enhancement fee of 0.62%.
We have seen more volatility in the spread between the DMBS and three-month LIBOR since late 2007 than was
historically prevalent.
59
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 60
OPERATOR ABIGAELS
Secured Property Mortgages
We also maintain secured property mortgages with Fannie Mae, Freddie Mac, and various life insurance
companies. These mortgages are usually fixed rate and can range from 5 to 10 years in maturity. As of December 31,
2015, we have $1.0 billion of secured property mortgages.
For more information regarding our debt capital resources, see Note 6 to the audited consolidated financial
statements included elsewhere in the Annual Report on Form 10-K.
Contractual Obligations
The following table reflects our total contractual cash obligations which consist of our long-term debt, development
fees and operating leases as of December 31, 2015 (dollars in thousands):
Contractual Obligations(1)
2016
2017
2018
2019
2020
Thereafter
Total
Long-Term Debt Obligations(2) . . . . . . $197,066 $165,075 $472,947 $546,804 $383,278 $1,647,938 $3,413,108
Fixed Rate or Swapped Interest(3) . . . .
595,706
88,599
Purchase Obligations(4) . . . . . . . . . . . .
1,125
—
634
171
Operating Lease Obligations . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $298,023 $253,845 $552,332 $617,406 $447,883 $1,841,084 $4,010,573
193,146
—
—
79,353
—
32
70,597
—
5
99,410
1,125
422
64,601
—
4
(1) Fixed rate and swapped interest are shown in this table. The average interest rates of variable rate debt are shown
in preceding tables.
(2) Represents principal payments gross of discounts, debt issuance costs and fair market value of debt assumed.
(3) Swapped interest is subject to the ineffective portion of cash flow hedges as described in Note 7 to the audited
consolidated financial statements included elsewhere in the Annual Report on Form 10-K.
(4) Represents development fees.
Off-Balance Sheet Arrangements
At December 31, 2015, and 2014, 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 Item 8. Financial Statements
and Supplementary Data – Notes to Consolidated Financial Statements, Note 14.
As of December 31, 2015, we had a 25.0% ownership interest in the McKinney joint venture, which consists of
undeveloped land.
As of December 31, 2015, we had a 33.3% ownership interest in the Land Title Building joint venture, which
consists of 29,971 square feet of commercial space.
Our investments in our real estate joint ventures are unconsolidated and are recorded using the equity method for
the joint ventures in which we do not have a controlling interest.
INSURANCE
We renegotiated our primary insurance programs effective July 1, 2015. We believe that the 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 operation.
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INFLATION
Our resident leases at the apartment communities allow, at the time of renewal, for adjustments in the rent payable
thereunder, and thus may enable us to seek rent increases. Almost all 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.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
The following table provides a brief description of recent accounting pronouncements that could have a material
effect on our financial statements:
Date of Adoption
This ASU is
effective for annual
periods ending
after December 15,
2015; however,
early adoption
is permitted.
Effect on the Financial Statements
or Other Significant Matters
We adopted this ASU on
December 31, 2015. The
adoption of this ASU resulted
in the reclassification of
$13.3 million and $11.8 million
of unamortized debt issuance
costs related to the company’s
secured property mortgages,
senior unsecured notes, and
unsecured term loans from
Deferred financing costs, net
to a reduction in Unsecured
and Secured notes payable
within its consolidated balance
sheets as of December 31, 2015
and 2014, respectively.
This ASU is
effective for annual
periods ending
after December 15,
2016; however,
early adoption
is permitted.
We are currently in the process
of evaluating the impact of
this ASU, but do not expect
the adoption of this ASU to
have a material impact on our
consolidated financial position
or results of operations taken
as a whole.
Standard
Accounting
Standards Update
(ASU) 2015-03
and ASU 2015-15,
Interest -Imputation
of Interest
ASU 2014-15,
Disclosure of
Uncertainties about
an Entity’s Ability
to Continue as a
Going Concern
Description
ASU 2015-03, requires that debt
issuance costs be presented in the
balance sheet as a direct deduction
from the carrying amount of debt
liability, consistent with debt discounts
or premiums. ASU 2015-15 provides
additional guidance to ASU 2015-03,
which did not address presentation
or subsequent measurement of debt
issuance costs related to line-of-credit
arrangements. ASU 2015-15 noted
that the SEC staff would not object
to an entity deferring and presenting
debt issuance costs as an asset and
subsequently amortizing the deferred
debt issuance costs ratably over the
term of the line-of-credit arrangement,
regardless of whether there are any
outstanding borrowings on the line-of-
credit arrangement.
This ASU requires an entity’s
management to evaluate whether
there are conditions or events,
considered in the aggregate, that raise
substantial doubt about the entity’s
ability to continue as a going concern
within one year after the date that
the financial statements are issued.
If substantial doubt exists, the entity
must disclose the principal conditions
or events that raised the substantial
doubt, management’s evaluation of the
significance of these conditions, and
management’s plan for alleviating the
substantial doubt about the entity’s
ability to continue as a going concern.
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Standard
ASU 2014-09,
Revenue from
Contracts with
Customers
Description
This ASU establishes principles for
recognizing revenue upon the transfer
of promised goods or services to
customers, in an amount that reflects
the expected consideration received in
exchange for those goods or services.
ASU 2014-08,
Reporting
Discontinued
Operations and
Disclosures of
Disposals of
Components of
an Entity
This ASU raises the threshold for
disposals to qualify as discontinued
operations. It also requires additional
disclosures for discontinued operations
and new disclosures for individually
material disposal transactions that
do not meet the definition of a
discontinued operation.
Date of Adoption
This ASU is
effective for annual
reporting periods
beginning after
December 15,
2017, as a result
of a deferral of
the effective date
arising from the
issuance of ASU
2015-14, Revenue
from Contracts
with Customers
- Deferral of the
Effective Date.
Early adoption
is permitted.
Effect on the Financial Statements
or Other Significant Matters
The amendments may be
applied retrospectively to
each prior period presented
or retrospectively with the
cumulative effect recognized
as of the date of initial
application. We are currently
in the process of evaluating
the impact of adoption of this
ASU on our consolidated
financial condition and results
of operations taken as a whole
and plan on completing this
assessment in the fourth
quarter of 2016, but we do
not expect the impact to be
material. We have not yet
determined which method will
be used for initial application.
This ASU is
effective for fiscal
years beginning
after December 15,
2014, and interim
periods within those
years; however,
early adoption
is permitted
beginning in
the first quarter
of 2014.
We adopted this ASU on
January 1, 2014. The adoption
of this ASU required us to
not classify certain disposals
occurring during 2014 as
discontinued operations.
The 2014 dispositions did
not qualify for discontinued
operations treatment and
therefore the gains on these
properties are presented as
a component of continuing
operations for 2014.
ITEM 7A. 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. At December 31, 2015, 32.2% of our total capitalization
consisted of 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 and caps,
which mitigate our interest rate risk on a related financial instrument and effectively fix or cap the interest rate on a
portion of our variable debt or on future refinancings. We use our best efforts to have our credit facilities, or tranches
thereof, 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. At December 31, 2015, approximately
95.9% of our outstanding debt was subject to fixed or capped rates after considering related derivative instruments
We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest
rate fluctuations.
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The table below provides information about our financial instruments that are sensitive to changes in interest
rates. For debt obligations, the table presents principal cash flows and related weighted average interest rates by
expected maturity dates. For our interest rate swaps and caps, the table presents the notional amount of the swaps and
caps and the years in which they expire. Weighted average variable rates are based on rates in effect at the reporting
date (dollars in thousands).
2016
2017
2018
2019
2020
Total
Thereafter
Total
Fair
Value
Long-term Debt
Fixed Rate . . . . . . . . . . . . . . . $127,716
Average interest rate . . . . . .
Variable Rate(1) . . . . . . . . . . . $ 80,097
Average interest rate . . . . . .
Interest Rate Swaps
Variable to Fixed . . . . . . . . . $
Average Pay rate . . . . . . . . .
Interest Rate Cap
Variable to Fixed . . . . . . . . . $ 75,000
Average Pay rate . . . . . . . . .
$ 93,105
$200,060
$546,768
$155,988
$1,489,026
$2,612,663
$2,646,088
4.78%
4.07%
4.14%
4.42%
4.19%
4.13%
$ 80,221
$280,033
$
$224,829
$ 149,975
$ 814,905
$ 817,650
1.97%
0.82%
1.33%
0.92%
1.33%
1.23%
3.72%
(250)
1.35%
— $300,000
—%
1.08%
$250,000
$
2.55%
$ 25,000
$ 25,000
$
4.67%
4.50%
4.50%
— $
—%
— $
—%
— $
—%
— $
—%
— $ 550,000
—%
1.75%
$ (10,358)
— $ 125,000
—%
$
4.60%
6
(1) Excluding the effect of interest rate swap and cap agreements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Reports of Independent Registered Public Accounting Firm, Consolidated Financial Statements and Selected
Quarterly Financial Information are set forth on pages F-1 to F-61 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
MID-AMERICA APARTMENT COMMUNITIES, INC.
(a) Evaluation of Disclosure Controls and Procedures:
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 December 31, 2015 pursuant
to Exchange Act Rule 13a-15. Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures were effective as of December 31, 2015 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) Management’s Report on Internal Control over Financial Reporting:
MAA’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. MAA’s management, with the participation
of MAA’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of MAA’s
internal control over financial reporting as of December 31, 2015 based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with
respect to financial statement preparation and presentation.
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Based on its evaluation under the framework in Internal Control - Integrated Framework, MAA’s management
concluded that MAA’s internal control over financial reporting was effective as of December 31, 2015. Ernst & Young
LLP, the independent registered public accounting firm that has audited the consolidated financial statements included
in this Annual Report on Form 10-K, has issued an attestation report on MAA’s internal control over financial reporting,
which is included herein.
(c) Changes in Internal Control over Financial Reporting:
There was no change to MAA’s internal control over financial reporting identified in connection with the
evaluation by MAA’s management referred to above that occurred during the quarter ended December 31, 2015 that
has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting.
MID-AMERICA APARTMENTS, L.P.
(a) Evaluation of Disclosure Controls and Procedures:
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 December 31, 2015 pursuant to Exchange
Act Rule 15d-15. 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 December 31, 2015 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) Management’s Report on Internal Control over Financial Reporting:
Management of the Operating Partnership is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 15d-15(f) under the Exchange Act. Management of
the Operating Partnership, with the participation the Chief Executive Officer and Chief Financial Officer of MAA,
as the general partner of the Operating Partnership, conducted an evaluation of the effectiveness of the Operating
Partnership’s internal control over financial reporting as of December 31, 2015 based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with
respect to financial statement preparation and presentation.
Based on its evaluation under the framework in Internal Control - Integrated Framework, management of the
Operating Partnership concluded that the Operating Partnership’s internal control over financial reporting was effective
as of December 31, 2015.
(c) Changes in Internal Control over Financial Reporting:
There was no change to the Operating Partnership’s internal control over financial reporting identified in
connection with the evaluation by the Operating Partnership’s management referred to above that occurred during the
quarter ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Operating
Partnership’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information contained in MAA’s 2016 Proxy Statement in the sections entitled “Information About The
Board of Directors and Its Committees”, “Proposal 1 - Election of Directors”, “Executive Officers” and “Section 16(a)
Beneficial Ownership Reporting Compliance,” is incorporated herein by reference in response to this item.
Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and
employees, which can be found on our website at http://www.maac.com, on the For Investors page under Governance
Documents. We will provide a copy of this document to any person, without charge, upon request, by writing to the
Legal Department at MAA, 6584 Poplar Avenue, Memphis, TN 38138. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct
and Ethics by posting such information on our website at the address and the locations specified above. Reference to
our website does not constitute incorporation by reference of the information contained on the site and should not be
considered part of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained in MAA’s 2016 Proxy Statement in the sections entitled “Executive Compensation”,
“Compensation Committee Interlocks and Insider Participation” and “Compensation Discussion and Analysis” is
incorporated herein by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information contained in MAA’s 2016 Proxy Statement in the sections entitled “Security Ownership of
Management” and “Security Ownership of Certain Beneficial Owners,” is incorporated herein by reference in response
to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information contained in MAA’s 2016 Proxy Statement in the sections entitled “Certain Relationships and
Related Transactions” and “Information About The Board of Directors and Its Committees” is incorporated herein by
reference in response to this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information contained in MAA’s 2016 Proxy Statement in the section entitled “Proposal 3 - Ratification of
Appointment of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to
this Item 14.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
PART IV
1. Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . .
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements of Mid-America Apartment Communities, Inc.:
Consolidated Balance Sheets as of December 31, 2015, and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Equity for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2015,
F-1
F-2
F-5
F-6
F-7
F-8
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-10
Financial Statements of Mid-America Apartments, L.P.:
Consolidated Balance Sheets as of December 31, 2015, and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2015,
F-12
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-13
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-14
Consolidated Statements of Changes in Capital for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-15
Consolidated Statements of Cash Flows for the years ended December 31, 2015,
2014, and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-16
Notes to Consolidated Financial Statements for the years ended December 31, 2015, 2014,
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-17
2.
Financial Statement Schedule required to be filed by Item 8 and Paragraph (b) of this Item 15:
Schedule III - Real Estate Investments and Accumulated Depreciation as of December 31, 2015 . . . .
F-53
3.
The exhibits required by Item 601 of Regulation S-K, except as otherwise noted, have been filed
with previous reports by the registrant and are herein incorporated by reference.
Exhibit
Number
2.1
Exhibit Description
Agreement and Plan of Merger by and among Mid-America Apartment Communities, Inc., Mid-America
Apartments, L.P., Martha Merger Sub, L.P., Colonial Properties Trust, and Colonial Realty Limited
Partnership, dated as of June 3, 2013 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on June 3, 2013 and incorporated herein by reference).
3.1
Amended and Restated Charter of Mid-America Apartment Communities, Inc. dated as of January 10, 1994, as
filed with the Tennessee Secretary of State on January 25, 1994 (Filed as Exhibit 3.1 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference).
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Exhibit
Number
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
Exhibit Description
Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of
January 28, 1994, as filed with the Tennessee Secretary of State on January 28, 1994 (Filed as Exhibit 3.2 to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated
herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Preferred Stock dated as of October 9, 1996,
as filed with the Tennessee Secretary of State on October 10, 1996 (Filed as Exhibit 1 to the Registrant’s
Registration Statement on Form 8-A filed with the Commission on October 11, 1996 and incorporated
herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
dated November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 (Filed as
Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997
and incorporated herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
November 17, 1997, as filed with the Tennessee Secretary of State on November 18, 1997 (Filed as Exhibit
4.1 to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on November 19,
1997 and incorporated herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
June 25, 1998, as filed with the Tennessee Secretary of State on June 30, 1998 (Filed as Exhibit 4.3 to
the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on June 26, 1998 and
incorporated herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
December 24, 1998, as filed with the Tennessee Secretary of State on December 30, 1998 (Filed as Exhibit
3.7 to the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated
herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
October 11, 2002, as filed with the Tennessee Secretary of State on October 14, 2002 (Filed as Exhibit 4.3
to the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on October 11, 2002
and incorporated herein by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
October 28, 2002, as filed with the Tennessee Secretary of State on October 28, 2002 (Filed as Exhibit 3.9 to
the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein
by reference).
Mid-America Apartment Communities, Inc. Articles of Amendment to the Amended and Restated Charter
Designating and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock dated as of
August 7, 2003, as filed with the Tennessee Secretary of State on August 7, 2003 (Filed as Exhibit 3.10 to
the Registrant’s Registration Statement on Form S-3/A (File Number 333-112469) and incorporated herein
by reference).
Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of
May 20, 2008, as filed with the Tennessee Secretary of State on June 2, 2008 (Filed as Exhibit 99.A to the
Registrant’s Proxy Statement filed on March 31, 2008 and incorporated herein by reference).
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Exhibit
Number
3.12
3.13
3.14
3.15
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
Exhibit Description
Articles of Amendment to the Charter of Mid-America Apartment Communities, Inc. dated as of
May 24, 2012, as filed with the Tennessee Secretary of State on May 25, 2012 (Filed as Exhibit 3.1 to the
Current Report on Form 8-K filed on May 25, 2012 and incorporated herein by reference).
Third Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of December
3, 2013 (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 4, 2013 and
incorporated herein by reference).
Composite Certificate of Limited Partnership of Mid-America Apartments, L.P.
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).
Form of Common Share Certificate (Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 and incorporated herein by reference).
Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-America Apartment
Communities, Inc. and U.S. Bank National Association (Filed as Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K filed on October 16, 2013 and incorporated herein by reference).
First Supplemental Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-
America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 4.300%
Senior Notes due 2023 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on October
16, 2013 and incorporated herein by reference).
Indenture governing 6.05% Senior Notes due 2016, dated December 13, 2013, by and among Mid-America
Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association,
including the form of 6.05% Senior Notes due 2016 (Filed as Exhibit 4.3 to the Registrant’s Current Report
on Form 8-K filed on December 19, 2013 and incorporated herein by reference).
Registration Rights Agreement related to the 6.05% Senior Notes due 2016, dated December 13, 2013, between
Mid-America Apartments, L.P. and J.P. Morgan Securities LLC (Filed as Exhibit 4.9 to the Registrant’s
Current Report on Form 8-K filed on December 19, 2013 and incorporated herein by reference).
Form of 6.05% Senior Note due 2016 (Included in Exhibit 4.3 to the Registrant’s Current Report on Form 8-K
filed on December 19, 2013 and incorporated herein by reference).
Second Supplemental Indenture, dated as of June 13, 2014, among Mid-America Apartments, L.P., Mid-
America Apartment Communities, Inc. and U.S. Bank national Association, including the form of 3.7500%
Senior Notes due 2024 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June
13, 2014 and incorporated herein by reference.
Third Supplemental Indenture, dated as of November 9, 2015, among Mid-America Apartments, L.P.,
Mid-America Apartment Communities, Inc. and U.S. Bank national Association, including the form of
4.000% Senior Notes due 2025 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed
on November 9, 205 and incorporated herein by reference.
Note Purchase Agreement, dated as of July 29, 2011, among Mid-America Apartments, L.P., Mid-America
Apartment Communities, Inc. and the purchasers of the notes party thereto (Filed as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on August 1, 2011 and incorporated herein by reference)
Note Purchase Agreement, dated as of August 31, 2012, among Mid-America Apartments, L.P., Mid-America
Apartment Communities, Inc. and the purchasers of the notes party thereto (Filed as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on September 4, 2012 and incorporated herein by reference).
Distribution Agreement, dated December 9, 2015, by and among Mid-America Apartment Communities,
Inc., Mid-America Apartments, L.P. and J.P. Morgan Securities LLC (Filed as Exhibit 1.1 to the Registrant’s
Current Report on Form 8-K filed on December 9, 2015 and incorporated herein by reference).
68
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PAGE NO. 69
OPERATOR ABIGAELS
Exhibit
Number
10.4
10.5
10.6†
10.7†
10.8†
10.9†
10.10†
10.11†
10.12
10.13†
10.14
11
12.1
12.2
21
23.1
23.2
31.1
31.2
31.3
31.4
Exhibit Description
Distribution Agreement, dated December 9, 2015, by and among Mid-America Apartment Communities,
Inc., Mid-America Apartments, L.P. and BMO Capital Markets Corp. (Filed as Exhibit 1.2 to the Registrant’s
Current Report on Form 8-K filed on December 9, 2015 and incorporated herein by reference).
Distribution Agreement, dated December 9, 2015, by and among Mid-America Apartment Communities, Inc.,
Mid-America Apartments, L.P. and KeyBanc Capital Markets Inc. (Filed as Exhibit 1.3 to the Registrant’s
Current Report on Form 8-K filed on December 9, 2015 and incorporated herein by reference).
Employment Agreement between the Registrant and H. Eric Bolton, Jr. dated March 24, 2015 (Filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 24, 2015 and incorporated
herein by reference).
Non-Qualified Deferred Compensation Plan for Outside Company Directors as Amended Effective
November 20, 2010.
Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as
Appendix B to the Registrant’s Definitive Proxy Statement on form DEF 14A filed on April 16, 2014 and
incorporated herein by reference).
Non-Qualified Stock Option Agreement for Company Employees under the Mid-America Apartment
Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.20 to the Registrant’s Quarterly Report
on Form 10-Q filed on November 7, 2013 and incorporated herein by reference).
Form of Restricted Stock Award Agreement under the Mid-America Apartment Communities, Inc.
2013 Stock Incentive Plan (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on
May 1, 2015 and incorporated herein by reference).
Incentive Stock Option Agreement for Company Employees under the Mid-America Apartment
Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.22 to the Registrant’s Quarterly Report
on Form 10-Q filed on November 7, 2013 and incorporated herein by reference).
MAA Non-Qualified Deferred Executive Compensation Retirement Plan Amended and Restated Effective
January 1, 2016.
Form of Change in Control and Termination Agreement (Filed as Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q filed on May 2, 2014 and incorporated herein by reference).
Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as
Appendix B to the Registrant’s Definitive Proxy Statement on form DEF 14A filed on April 16, 2014 and
incorporated herein by reference).
Statement re: computation of per share earnings (included within this Annual Report on Form 10-K).
Statement re: computation of fixed charge coverage ratio for MAA
Statement re: computation of fixed charge coverage ratio for MAALP
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAA
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAALP
MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
MAA LP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
MAA LP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
69
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REVISION 1
SERIAL <12345678>
DATE Sunday, March 20, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 70
OPERATOR ABIGAELS
Exhibit
Number
32.1*
32.2*
32.3*
32.4*
101
Exhibit Description
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
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
MAA LP 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
MAA LP 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
The following financial information from Mid-America Apartment Communities, Inc.’s and MAA LP’s
Annual Report on Form 10-K for the period ended December 31, 2015, filed with the SEC on February 25, 2016,
formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of
December 31, 2015 and December 31, 2014; (ii) the Consolidated Statements of Operations for the years
ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Cash Flows for the years
ended December 31, 2015, 2014 and 2013; (iv) the Consolidated Statements of Equity for the years ended
December 31, 2015, 2014 and 2013; and (v) Notes to Consolidated Financial Statements (Unaudited).
† Management contract or compensatory plan or arrangement.
*
This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not
to be incorporated by reference into any filing of MAA or MAALP, whether made before or after the date hereof,
regardless of any general incorporation language in such filings.
(b) Exhibits:
See Item 15(a)(3) above.
(c) Financial Statement Schedule:
See Item 15(a)(2) above.
70
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REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 71
OPERATOR ABIGAELS
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MID-AMERICA APARTMENT COMMUNITIES, INC.
SIGNATURES
Date: February 25, 2016
/s/ H. ERIC BOLTON, JR.
H. Eric Bolton, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ AlBErt M. cAMPBEll, iii
AlBErt M. cAMPBEll, iii
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ AlAn B. GrAF, Jr.
AlAn B. GrAF, Jr.
Director
/s/ rAlPH Horn
rAlPH Horn
Director
/s/ JAMEs K. loWDEr
JAMEs K. loWDEr
Director
/s/ tHoMAs H. loWDEr
tHoMAs H. loWDEr
Director
/s/ clAUDE B. niElsEn
clAUDE B. niElsEn
Director
71
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REVISION 1
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JOB NUMBER 304352-1
TYPE
PAGE NO. 72
OPERATOR ABIGAELS
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
/s/ PHiliP W. norWooD
PHiliP W. norWooD
Director
/s/ W. rEiD sAnDErs
W. rEiD sAnDErs
Director
/s/ WilliAM B. sAnsoM
WilliAM B. sAnsoM
Director
/s/ GArY sHorB
GArY sHorB
Director
/s/ JoHn W. sPiEGEl
JoHn W. sPiEGEl
Director
72
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REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. 73
OPERATOR ABIGAELS
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2016
MID-AMERICA APARTMENTS, L.P.
a Tennessee Limited Partnership
By: Mid-America Apartment Communities, Inc.,
its general partner
/s/ H. ERIC BOLTON, JR.
H. Eric Bolton, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant as an officer or director of Mid-America Apartment Communities, Inc.,
in its capacity as the general partner of the registrant and on the dates indicated.
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ AlBErt M. cAMPBEll, iii
AlBErt M. cAMPBEll, iii
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ AlAn B. GrAF, Jr.
AlAn B. GrAF, Jr.
Director
/s/ rAlPH Horn
rAlPH Horn
Director
/s/ JAMEs K. loWDEr
JAMEs K. loWDEr
Director
/s/ tHoMAs H. loWDEr
tHoMAs H. loWDEr
Director
73
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REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
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PAGE NO. 74
OPERATOR ABIGAELS
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
Date: February 25, 2016
/s/ clAUDE B. niElsEn
clAUDE B. niElsEn
Director
/s/ PHiliP W. norWooD
PHiliP W. norWooD
Director
/s/ W. rEiD sAnDErs
W. rEiD sAnDErs
Director
/s/ WilliAM B. sAnsoM
WilliAM B. sAnsoM
Director
/s/ GArY sHorB
GArY sHorB
Director
/s/ JoHn W. sPiEGEl
JoHn W. sPiEGEl
Director
74
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-1
OPERATOR ABIGAELS
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of MAA is responsible for establishing and maintaining adequate internal control over financial
reporting as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934,
as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of MAA’s consolidated financial statements for external purposes
in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
MAA; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the
consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of MAA are being made only in accordance with appropriate authorizations of management and directors
of MAA; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of MAA’s assets that could have a material effect on the consolidated financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Management conducted an assessment of MAA’s internal control over financial reporting as of December 31, 2015
using the framework specified in Internal Control - Integrated Framework (2013 framework), published by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, management has
concluded that MAA’s internal control over financial reporting was effective as of December 31, 2015.
The effectiveness of MAA’s internal control over financial reporting as of December 31, 2015, has been audited by
Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is presented herein.
F-1
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-2
OPERATOR ABIGAELS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE
CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors and Shareholders of
Mid-America Apartment Communities, Inc.
We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc.
as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income,
equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the
financial statement schedule listed in the Index at Item 15(a). These consolidated financial statements and schedule
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Mid-America Apartment Communities, Inc. at December 31, 2015 and 2014, and the consolidated
results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method for reporting
discontinued operations effective January 1, 2014.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Mid-America Apartment Communities, Inc.’s internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 25, 2016
F-2
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-3
OPERATOR ABIGAELS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE
CONSOLIDATED FINANCIAL STATEMENTS
The Partners
Mid-America Apartments, L.P.
We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the
“Partnership”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive
income, changes in capital, and cash flows for each of the three years in the period ended December 31, 2015. Our
audits also included the financial statement schedule listed in the Index at Item 15(a). These consolidated financial
statements and schedule are the responsibility of the Partnership’s management. Our responsibility is to express an
opinion on these consolidated financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the
Partnership’s internal control over financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Mid-America Apartments, L.P. at December 31, 2015 and 2014, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Partnership changed its method for reporting
discontinued operations effective January 1, 2014.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 25, 2016
F-3
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-4
OPERATOR ABIGAELS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Shareholders of
Mid-America Apartment Communities, Inc.
We have audited Mid-America Apartment Communities, Inc.’s internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Mid-America
Apartment Communities, Inc.’s management is responsible for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, Mid-America Apartment Communities, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Mid-America Apartment Communities, Inc. as of December 31, 2015
and 2014, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each
of the three years in the period ended December 31, 2015, of Mid-America Apartment Communities, Inc. and our report
dated February 25, 2016, expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 25, 2016
F-4
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-5
OPERATOR ABIGAELS
December 31, 2015 December 31, 2014
Assets:
Real estate assets:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development and capital improvements in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
926,532
6,939,288
228,157
44,355
8,138,332
(1,482,368)
6,655,964
Undeveloped land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,779
8,812
1,811
6,718,366
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,559
26,082
5,232
58,935
1,607
$ 6,847,781
Liabilities and equity:
Liabilities:
Secured notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair market value of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,286,236
2,141,332
5,922
10,358
226,237
11,623
3,681,708
$
913,408
6,781,210
214,742
80,772
7,990,132
(1,358,400)
6,631,732
55,997
7,988
1,791
6,697,508
26,653
28,181
5,996
61,119
2,321
$ 6,821,778
$ 1,589,641
1,923,058
8,395
13,392
219,044
10,526
3,764,056
Redeemable stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,250
5,911
Shareholders’ equity:
Common stock, $0.01 par value per share, 100,000,000 shares authorized;
75,408,571 and 75,267,675 shares issued and outstanding at December 31, 2015
and December 31, 2014, respectively(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated distributions in excess of net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total MAA shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
753
3,627,074
(634,141)
(1,589)
2,992,097
165,726
3,157,823
$ 6,847,781
752
3,619,270
(729,086)
(412)
2,890,524
161,287
3,051,811
$ 6,821,778
(1) Number of shares issued and outstanding represent total shares of common stock regardless of classification on
the consolidated balance sheet. The number of shares classified as redeemable stock on the consolidated balance
sheet for December 31, 2015 and December 31, 2014 are 90,844 and 87,818, respectively.
F-5
MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED BALANCE SHEETSDecember 31, 2015 and 2014(Dollars in thousands, except share data)See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-6
OPERATOR ABIGAELS
2015
2014
2013
Operating revenues:
Rental revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other property revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property operating expenses:
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Landscaping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before non-operating items . . . . . . . . . . . . . . . . . . . .
Interest and other non-property (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net casualty gain (loss) after insurance and other settlement proceeds . . . . . . . . . . . . . . .
Gain on sale of depreciable real estate assets excluded from discontinued operations . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before joint venture activity . . . . . . . . . . . . . . . . . . .
(Loss) gain from real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:
(Loss) income from discontinued operations before gain on sale . . . . . . . . . . . . . . . .
Net casualty gain after insurance and other settlement proceeds on
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available for MAA common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per common share - basic:
Income from continuing operations available for common shareholders . . . . . . . . . . .
Discontinued property operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available for common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per common share - diluted:
Income from continuing operations available for common shareholders . . . . . . . . . . .
Discontinued property operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available for common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
$ 952,196 $ 902,177 $ 580,963
53,880
634,843
647
635,490
90,583
1,042,779
—
1,042,779
90,001
992,178
154
992,332
103,000
30,524
129,618
89,769
19,458
28,276
294,520
695,165
2,777
30,990
25,716
—
—
288,131
(368)
(122,344)
(3,602)
473
189,958
172
352,420
(1,673)
350,747
(2)
350,745
101,591
30,715
123,419
89,150
20,113
28,360
301,812
695,160
2,388
32,095
20,909
3,152
8,395
230,233
770
(123,953)
(2,586)
(476)
42,649
350
146,987
(2,050)
144,937
6,009
150,946
68,299
20,308
76,922
51,737
13,318
23,049
186,979
440,612
1,393
23,083
15,569
32,403
5,102
117,328
466
(78,978)
(426)
(143)
—
—
38,247
(893)
37,354
338
37,692
—
(63)
4,650
—
—
350,745
18,458
93
76,844
119,279
3,998
$ 332,287 $ 147,980 $ 115,281
—
5,394
156,277
8,297
$
$
$
$
4.41 $
—
4.41 $
4.41 $
—
4.41 $
1.90 $
0.07
1.97 $
1.90 $
0.07
1.97 $
0.72
1.55
2.27
0.71
1.54
2.25
MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF OPERATIONSYears ended December 31, 2015, 2014 and 2013(Dollars in thousands, except per share data)See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-7
OPERATOR ABIGAELS
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income:
Unrealized (loss) gain from the effective portion of
2015
2014
$350,745 $156,277 $119,279
2013
derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,306)
(12,335)
10,684
7,064
11,785
16,370
349,503 155,727 146,333
(4,890)
(18,393)
$331,110 $147,460 $141,443
(8,267)
Reclassification adjustment for losses included in net income for the
effective portion of derivative instruments . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: comprehensive income attributable to noncontrolling interests . . . . . .
Comprehensive income attributable to MAA . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYears ended December 31, 2015, 2014 and 2013(Dollars in thousands)See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-8
OPERATOR ABIGAELS
Mid-America Apartment Communities, Inc. Shareholders
EQUITY BALANCE DECEMBER 31, 2012 . . . . . . 42,243 $ 422
Comprehensive income:
Common Stock
Shares Amount
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . . .
Issuance and registration of common shares . . . . . . . . . 32,325
(10)
Shares repurchased and retired . . . . . . . . . . . . . . . . . . .
111
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued in exchange for units . . . . . . . . . . . . . . . .
79
Redeemable stock fair market value . . . . . . . . . . . . . . .
Adjustment for Noncontrolling Interest Correction . . .
Adjustment for Noncontrolling Interest Ownership
in operating partnership . . . . . . . . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . . . . . .
Dividends on common stock ($2.8150 per share) . . . . .
Dividends on noncontrolling interest units
($2.8150 per unit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated
Distributions
in Excess of
Net Income
$(603,315)
Additional
Paid-In Capital
$1,542,999
Accumulated
Other
Comprehensive
Income (Loss)
$ (26,054)
Noncontrolling
Interest
$ 31,058
Total
Equity
$ 945,110
Redeemable
Stock
$4,713
115,281
3,998
119,279
325
—
—
—
2,026,913
(702)
6,212
2,519
26,162
892
161,069
(2,519)
—
355
—
19,340
2,268
(165,914)
27,054
2,188,307
(702)
6,212
—
355
—
—
692
(355)
(19,340)
—
2,268
(165,914)
(8,432)
$ 166,726
(8,432)
$ 3,113,537
$5,050
EQUITY BALANCE DECEMBER 31, 2013 . . . . . . 74,748 $ 747
Comprehensive income:
$3,599,549
$(653,593)
$
108
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . . .
Issuance and registration of common shares . . . . . . . . .
Shares repurchased and retired . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued in exchange for units . . . . . . . . . . . . . . . .
Shares issued in exchange for redeemable stock . . . . . .
Redeemable stock fair market value . . . . . . . . . . . . . . .
Adjustment for Noncontrolling Interest Ownership
in operating partnership . . . . . . . . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . . . . . .
Dividends on common stock ($2.9600 per share) . . . . .
Dividends on noncontrolling interest units
($2.9600 per unit) . . . . . . . . . . . . . . . . . . . . . . . . . .
147,980
8,297
156,277
138
(12)
270
36
2
—
3
—
1,040
(465)
12,242
1,419
998
(144)
4,631
(985)
(222,488)
(520)
(30)
(1,419)
144
874
(998)
985
(550)
1,042
(465)
12,245
—
998
(985)
—
4,631
(222,488)
(12,431)
(12,431)
F-8
MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF EQUITYYears ended December 31, 2015, 2014 and 2013(Dollars in thousands, except per share and per unit data)
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-9
OPERATOR ABIGAELS
MID-AMERICA APARTMENT COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
Years ended December 31, 2015, 2014 and 2013
(Dollars in thousands, except per share and per unit data)
Mid-America Apartment Communities, Inc. Shareholders
EQUITY BALANCE DECEMBER 31, 2014 . . . . . . 75,180 $ 752
Comprehensive income:
Common Stock
Shares Amount
Accumulated
Distributions
in Excess of
Net Income
$(729,086)
Additional
Paid-In Capital
$3,619,270
Accumulated
Other
Comprehensive
Income (Loss)
$
(412)
Noncontrolling
Interest
$ 161,287
Total
Equity
$ 3,051,811
Redeemable
Stock
$5,911
332,287
18,458
350,745
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . . .
Issuance and registration of common shares . . . . . . . . .
Shares repurchased and retired . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued in exchange for units . . . . . . . . . . . . . . . .
Shares issued in exchange for redeemable stock . . . . . .
Redeemable stock fair market value . . . . . . . . . . . . . . .
Adjustment for Noncontrolling Interest Ownership
in operating partnership . . . . . . . . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . . . . . .
Dividends on common stock ($3.1300 per share) . . . . .
Dividends on noncontrolling interest units
($3.1300 per unit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
(13)
7
28
1
—
—
—
621
(958)
420
1,121
—
(252)
6,852
(1,415)
(235,927)
(1,177)
(65)
—
(1,121)
252
924
1,415
(1,242)
622
(958)
420
—
—
(1,415)
—
6,852
(235,927)
(13,085)
$ 165,726
(13,085)
$3,157,823
$8,250
EQUITY BALANCE DECEMBER 31, 2015 . . . . . . 75,318 $ 753
$3,627,074
$(634,141)
$ (1,589)
F-9
See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-10
OPERATOR ABIGAELS
Cash flows from operating activities:
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Retail revenue accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable stock issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt premium and debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss (gain) from investments in real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative interest (credit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of forward swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of depreciable real estate assets excluded from discontinued operations . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net casualty (gain) loss and other settlement proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities:
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Purchases of real estate and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Normal capital improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction capital and other improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Renovations to existing real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions to real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposition of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return (funding) of escrow for future acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired in connection with Colonial merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Net change in credit lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuances of common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid on common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015
2014
2013
$ 350,745
$ 156,277
$ 119,279
(1,083)
294,897
6,147
924
(15,515)
6
2,855
(2,274)
(1,908)
(172)
(189,958)
—
(473)
2,091
12,475
(2,578)
6,307
1,235
463,721
(328,193)
(88,486)
(7,848)
(30,957)
(38,730)
6
(32)
358,017
8
—
(136,215)
(180,900)
395,960
(279,077)
(7,690)
(958)
622
420
(12,898)
(232,079)
(316,600)
10,906
26,653
37,559
$
(27)
301,744
4,226
874
(21,282)
(3,142)
2,586
(3,084)
(3,625)
(350)
(42,649)
(5,394)
476
(8,704)
2,013
(3,348)
7,543
1,244
385,378
(309,174)
(90,201)
(7,998)
(21,089)
(70,788)
15,964
—
254,638
24,884
—
(203,764)
(157,184)
396,855
(260,347)
(4,992)
(465)
1,042
12,245
(12,290)
(219,158)
(244,294)
(62,680)
89,333
26,653
$
(35)
189,673
2,268
692
(5,870)
(338)
426
911
9,617
—
—
(76,844)
50
(11,844)
59,032
(48,674)
19,890
147
258,380
(139,199)
(53,439)
(4,148)
(11,008)
(53,042)
9,768
(268)
128,978
(24,884)
63,454
(83,788)
(308,000)
347,759
(11,103)
(6,933)
(702)
25,680
6,212
(6,550)
(140,697)
(94,334)
80,258
9,075
89,333
$
F-10
See accompanying notes to consolidated financial statements.MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31, 2015, 2014 and 2013(Dollars in thousands)
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-11
OPERATOR ABIGAELS
2015
2014
2013
Supplemental disclosure of cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 140,811
2,103
$
$ 146,202
1,596
$
$
$
83,628
803
Supplemental disclosure of noncash investing and financing activities:
Conversion of units to shares of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marked-to-market adjustment on derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value adjustment on debt assumed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase price for Colonial merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
1,121
5,873
1,655
2,963
—
—
—
$
$
$
$
$
$
$
1,419
6,626
1,722
6,159
5,284
93,049
—
2,519
$
10,165
$
2,089
$
26,143
$
$
86,671
$ 707,716
$2,162,876
F-11
See accompanying notes to consolidated financial statements.MID-AMERICA APARTMENT COMMUNITIES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31, 2015, 2014 and 2013(Dollars in thousands)
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-12
OPERATOR ABIGAELS
December 31,
2015
December 31,
2014
Assets:
Real estate assets:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Development and capital improvements in progress . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
926,532
6,939,288
228,157
44,355
8,138,332
(1,482,368)
6,655,964
Undeveloped land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in real estate joint ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,779
8,812
1,811
6,718,366
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,559
26,082
5,232
58,935
1,607
$ 6,847,781
$
913,408
6,781,210
214,742
80,772
7,990,132
(1,358,400)
6,631,732
55,997
7,988
1,791
6,697,508
26,653
28,181
5,996
61,119
2,321
$ 6,821,778
Liabilities and Capital:
Liabilities:
Secured notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair market value of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to general partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,286,236
2,141,332
5,922
10,358
226,237
11,623
19
3,681,727
$ 1,589,641
1,923,058
8,395
13,392
219,044
10,526
19
3,764,075
Redeemable units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,250
5,911
Capital:
General partner: 75,408,571 OP Units outstanding at December 31, 2015 and
75,267,675 OP Units outstanding at December 31, 2014(1) . . . . . . . . . . . . . . . .
2,993,696
2,890,858
Limited partners: 4,162,996 OP Units outstanding at December 31, 2015 and
4,191,152 OP Units outstanding at December 31, 2014(1) . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165,726
(1,618)
3,157,804
$ 6,847,781
161,310
(376)
3,051,792
$ 6,821,778
(1) Number of units outstanding represent total OP Units regardless of classification on the consolidated balance
sheet. The number of units classified as redeemable units on the consolidated balance sheet at December 31, 2015
and December 31, 2014 are 90,844 and 87,818, respectively.
F-12F-12
MID-AMERICA APARTMENTS, L.P.CONSOLIDATED BALANCE SHEETSDecember 31, 2015 and 2014(Dollars in thousands, except unit data)See accompanying notes to consolidated financial statements. JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-13
OPERATOR ABIGAELS
MID-AMERICA APARTMENTS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2015, 2014, and 2013
(Dollars in thousands, except per unit data)
Operating revenues:
Rental revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other property revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 952,196
90,583
1,042,779
—
1,042,779
$ 902,177
90,001
992,178
154
992,332
$580,963
53,880
634,843
647
635,490
2015
2014
2013
Property operating expenses:
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Landscaping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before non-operating items. . . . . . . . . . . . . . . . .
Interest and other non-property (expense) income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net casualty gain (loss) after insurance and other settlement proceeds . . . . . . . . . . .
Gain on sale of depreciable real estate assets excluded
from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of non-depreciable real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before joint venture activity . . . . . . . . . . . . . . . .
(Loss) gain from real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:
(Loss) income from discontinued operations before gain on sale . . . . . . . . . . . . .
Net casualty gain after insurance and other
103,000
30,524
129,618
89,769
19,458
28,276
294,520
695,165
2,777
30,990
25,716
—
—
288,131
(368)
(122,344)
(3,602)
473
189,958
172
352,420
(1,673)
350,747
(2)
350,745
101,591
30,715
123,419
89,150
20,113
28,360
301,812
695,160
2,388
32,095
20,909
3,152
8,395
230,233
770
(123,953)
(2,586)
(476)
42,649
350
146,987
(2,050)
144,937
6,009
150,946
68,299
20,308
76,922
51,737
13,318
23,049
186,979
440,612
1,393
23,083
15,569
32,403
5,102
117,328
466
(78,978)
(426)
(143)
—
—
38,247
(893)
37,354
338
37,692
—
(63)
4,239
settlement proceeds on discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available for Mid-America Apartments, L.P. common unitholders . . . . .
—
—
$ 350,745
—
5,394
$ 156,277
93
65,520
$107,544
Earnings per common unit - basic:
Income from continuing operations available for common unitholders . . . . . . . .
Income from discontinued operations available for common unitholders . . . . . .
Net income available for common unitholders. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per common unit - diluted:
Income from continuing operations available for common unitholders . . . . . . . .
Income from discontinued operations available for common unitholders . . . . . .
Net income available for common unitholders. . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
4.41
—
4.41
4.41
—
4.41
$
$
$
$
1.90
0.07
1.97
1.90
0.07
1.97
$
$
$
$
0.71
1.31
2.02
0.71
1.31
2.02
F-13
See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-14
OPERATOR ABIGAELS
MID-AMERICA APARTMENTS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31, 2015, 2014, and 2013
(Dollars in thousands)
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income:
Unrealized (loss) gain from the effective
2015
$350,745
2014
$156,277
2013
$107,544
portion of derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,306)
(12,335)
10,684
Reclassification adjustment for losses included in net
income for the effective portion of derivative instruments . . . . . . . . . .
Comprehensive income attributable to Mid-America Apartments, L.P. . . . . . .
7,064
$349,503
11,785
$155,727
16,370
$134,598
F-14
See accompanying notes to consolidated financial statements.
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-15
OPERATOR ABIGAELS
MID-AMERICA APARTMENTS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
Years ended December 31, 2015, 2014, and 2013
(Dollars in thousands, except per unit data)
Mid-America Apartments, L.P. Unitholders
CAPITAL BALANCE DECEMBER 31, 2012 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . .
Issuance of units . . . . . . . . . . . . . . . . . . . . . . . . . .
Units repurchased and retired. . . . . . . . . . . . . . . .
Exercise of unit options. . . . . . . . . . . . . . . . . . . . .
General partner units issued in
Limited
Partner
General
Partner
$ 38,154 $ 927,734
103,565
3,979
Accumulated
Other
Comprehensive
Income (Loss)
$(26,881)
—
Total
Partnership
Capital
$ 939,007
107,544
—
—
161,069 2,027,237
(702)
6,212
—
—
27,055
27,055
— 2,188,306
(702)
—
6,212
—
exchange for limited partner units . . . . . . . . .
(2,519)
2,519
—
Redeemable units fair market
value adjustment . . . . . . . . . . . . . . . . . . . . . . .
—
355
—
—
355
exchange for limited partner units . . . . . . . . .
(1,419)
1,419
—
Adjustment for limited partners’
capital at redemption value. . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . .
Distributions ($2.8150 per unit) . . . . . . . . . . . . . .
CAPITAL BALANCE DECEMBER 31, 2013 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . .
Issuance of units . . . . . . . . . . . . . . . . . . . . . . . . . .
Units repurchased and retired. . . . . . . . . . . . . . . .
Exercise of unit options. . . . . . . . . . . . . . . . . . . . .
General partner units issued in
Units issued in exchange for
redeemable units . . . . . . . . . . . . . . . . . . . . . . .
Redeemable units fair market
value adjustment . . . . . . . . . . . . . . . . . . . . . . .
Adjustment for limited partners’
capital at redemption value. . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . .
Distributions ($2.9600 per unit) . . . . . . . . . . . . . .
CAPITAL BALANCE DECEMBER 31, 2014 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income - derivative
instruments (cash flow hedges) . . . . . . . . . . .
Issuance of units . . . . . . . . . . . . . . . . . . . . . . . . . .
Units repurchased and retired. . . . . . . . . . . . . . . .
Exercise of unit options. . . . . . . . . . . . . . . . . . . . .
General partner units issued in
(25,505)
—
(8,432)
43,324
2,268
(165,914)
$166,746 $2,946,598
147,980
8,297
$
—
—
—
174
—
17,819
2,268
(174,346)
$ 3,113,518
156,277
—
—
—
—
—
1,042
(465)
12,245
(550)
—
—
—
998
—
—
—
(985)
—
(985)
985
117
—
(12,431)
(117)
4,631
(222,488)
$161,310 $2,890,858
332,287
18,458
—
—
—
—
—
4,631
(234,919)
$3,051,792
350,745
$
(376)
—
—
—
—
—
622
(958)
420
(1,242)
—
—
—
exchange for limited partner units . . . . . . . . .
(1,121)
1,121
—
Units issued in exchange for
redeemable units . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Redeemable units fair market
value adjustment . . . . . . . . . . . . . . . . . . . . . . .
—
(1,415)
—
(1,415)
1,415
Adjustment for limited partners’ capital at
redemption value. . . . . . . . . . . . . . . . . . . . . . .
Amortization of unearned compensation . . . . . . .
Distributions ($3.1300 per unit) . . . . . . . . . . . . . .
CAPITAL BALANCE DECEMBER 31, 2015 . . . .
164
—
(13,085)
(164)
6,852
(235,927)
$165,726 $2,993,696
F-15
—
—
—
—
6,852
(249,012)
$3,157,804
$ (1,618)
—
—
—
$ 8,250
Redeemable
Units
$ 4,713
—
—
692
—
—
—
(355)
—
—
—
$ 5,050
—
—
874
—
—
—
(998)
—
—
—
$ 5,911
—
—
924
—
—
—
—
(550)
1,042
(465)
12,245
—
998
(1,242)
622
(958)
420
—
—
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-16
OPERATOR ABIGAELS
2015
2014
2013
$ 350,745
$ 156,277
$ 107,544
Cash flows from operating activities:
Consolidated net income
Adjustments to reconcile net income to net cash provided by operating activities:
Retail revenue accretion
Depreciation and amortization
Stock compensation expense
Redeemable units issued
Amortization of debt premium and debt issuance costs
Loss (gain) from investments in real estate joint ventures
Loss on debt extinguishment
Derivative interest (credit) expense
Settlement of forward swaps
Gain on sale of non-depreciable real estate assets
Gain on sale of depreciable real estate assets excluded from discontinued operations
Gain on sale of discontinued operations
Net casualty (gain) loss and other settlement proceeds
Changes in assets and liabilities:
Restricted cash
Other assets
Accounts payable
Accrued expenses and other
Security deposits
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of real estate and other assets
Normal capital improvements
Construction capital and other improvements
Renovations to existing real estate assets
Development
Distributions from real estate joint ventures
Contributions to real estate joint ventures
Proceeds from disposition of real estate assets
Return (funding) of escrow for future acquisitions
Cash acquired in connection with Colonial merger
Net cash used in investing activities
Cash flows from financing activities:
Advances from general partner
Net change in credit lines
Proceeds from notes payable
Principal payments on notes payable
Payment of deferred financing costs
Repurchase of common units
Proceeds from issuances of common units
Exercise of unit options
Distributions paid on common units
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
(1,083)
294,897
6,147
924
(15,515)
6
2,855
(2,274)
(1,908)
(172)
(189,958)
—
(473)
2,091
12,475
(2,578)
6,307
1,235
463,721
(328,193)
(88,486)
(7,848)
(30,957)
(38,730)
6
(32)
358,017
8
—
(136,215)
—
(180,900)
395,960
(279,077)
(7,690)
(958)
622
420
(244,977)
(316,600)
10,906
26,653
$ 37,559
(27)
301,744
4,226
874
(21,282)
(3,142)
2,586
(3,084)
(3,625)
(350)
(42,649)
(5,394)
476
(8,704)
2,013
(3,348)
7,543
1,244
385,378
(309,174)
(90,201)
(7,998)
(21,089)
(70,788)
15,964
—
254,638
24,884
—
(203,764)
—
(157,184)
396,855
(260,347)
(4,992)
(465)
1,042
12,245
(231,448)
(244,294)
(62,680)
89,333
$ 26,653
(35)
189,437
2,268
692
(5,870)
(338)
426
912
9,617
—
—
(65,520)
50
(11,843)
58,904
(48,641)
20,135
166
257,904
(139,199)
(53,357)
(4,148)
(11,008)
(53,042)
9,768
(268)
112,293
(24,884)
63,454
(100,391)
17,220
(308,000)
347,759
(11,103)
(6,933)
(702)
25,680
6,212
(147,247)
(77,114)
80,399
8,934
89,333
83,628
803
$
$
$
Supplemental disclosure of cash flow information:
Interest paid
Income taxes paid
$ 140,811
2,103
$
$ 146,202
1,596
$
Supplemental disclosure of noncash investing and financing activities:
Accrued construction in progress
Interest capitalized
Marked-to-market adjustment on derivative instruments
Fair value adjustment on debt assumed
Loan assumption
Purchase price for Colonial merger
$
$
$
$
$
$
5,873
1,655
2,963
—
—
—
6,626
$
1,722
$
6,159
$
$
5,284
$ 93,049
—
$
10,165
$
2,089
$
26,143
$
$
86,671
$ 707,716
$2,162,876
F-16
MID-AMERICA APARTMENTS, L.P.CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31, 2015, 2014, and 2013(Dollars in thousands)See accompanying notes to consolidated financial statements. JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-17
OPERATOR ABIGAELS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless the context otherwise requires, all references to “we,” “us,” “our,” or the “Company” refer collectively
to Mid-America Apartment Communities, Inc, together with its consolidated subsidiaries, including Mid-America
Apartments, LP Unless the context otherwise requires, all references to “MAA” refers 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, LP together with its consolidated
subsidiaries “Common stock” refers to the common stock of MAA and “shareholders” means the holders of shares of
MAA’s common stock The limited partnership interests of the Operating Partnership are referred to as “OP Units” or
“common units” and the holders of the OP Units are referred to as “unitholders”
As of December 31, 2015, MAA owned 75,408,571 units (or approximately 948%) of the limited partnership
interests of the Operating Partnership MAA conducts substantially all of its business and holds substantially
all of its assets 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 notes to the consolidated financial statements of MAA and MAALP 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
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 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 partner interests in the Operating Partnership; therefore, MAA
does not conduct business itself, other than 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 our real estate assets Except for net proceeds from public equity issuances by MAA,
which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates
the capital required by our 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 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 interest, preferred units, treasury shares, accumulated
other comprehensive income and redeemable common units The Operating Partnership’s capital may include common
capital and preferred capital of the general partner (MAA), limited partners’ preferred capital, limited partners’
noncontrolling interest, accumulated other comprehensive income and redeemable common units Redeemable
common units represent the number of outstanding OP Units as of the date of the applicable balance sheet, valued at the
greater of the closing market price of MAA’s common stock or the aggregate value of the individual partners’ capital
balances Holders of OP Units (other than MAA and its corporate affiliates) 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
F-17
MID-AMERICA APARTMENT COMMUNITIES, INC. AND MID-AMERICA APARTMENTS, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYears ended December 31, 2015, 2014, and 2013 JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-18
OPERATOR ABIGAELS
Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange over a
specified period prior to the redemption date) or by delivering one share of our common stock (subject to adjustment
under specified circumstances) for each OP Unit so redeemed
Organization and Formation of Mid-America Apartment Communities, Inc.
On October 1, 2013, MAA completed a merger with Colonial Properties Trust, or Colonial Pursuant to the
merger agreement, Martha Merger Sub, LP, or OP Merger Sub, a wholly-owned indirect subsidiary of MAALP, merged
with and into Colonial Realty Limited Partnership, or Colonial LP, with Colonial LP being the surviving entity of the
merger and becoming a wholly-owned indirect subsidiary of MAALP, which is referred to as the partnership merger
The partnership merger was part of the transactions contemplated by the agreement and plan of merger entered into on
June 3, 2013 among MAA, our Operating Partnership, OP Merger Sub, Colonial, and Colonial LP pursuant to which
MAA and Colonial combined through a merger of Colonial with and into MAA, with MAA surviving the merger,
which is referred to as the parent merger We refer to the parent merger, together with the partnership merger, as the
“Merger” Under the terms of the merger agreement, each Colonial common share was converted into the right to
receive 036 of a newly issued share of MAA common stock In addition, each limited partner interest in Colonial
LP designated as a “Class A Unit” and a “Partnership Unit” under the limited partnership agreement of Colonial LP,
which we refer to in this filing as Colonial LP units, issued and outstanding immediately prior to the effectiveness of
the partnership merger was converted into common units in MAALP at the 036 conversion rate
The net assets and results of operations of Colonial are included in our consolidated financial statements from
the closing date, October 1, 2013, going forward See further discussion surrounding the Merger in Note 2 (Business
Combinations) below
As of December 31, 2015, we owned and operated 254 apartment communities through the Operating
Partnership As of December 31, 2015, MAA also owned a 2500% interest in an unconsolidated real estate joint
venture consisting of undeveloped land and a 3330% interest in an unconsolidated real estate joint venture consisting
of one commercial property
As of December 31, 2015, we had five development communities under construction totaling 748 units, with
37 units completed Total expected costs for the development projects are $1166 million, of which $423 million had
been incurred to date We expect to complete construction on one project by the first quarter of 2016, one project by
the third quarter of 2016, two projects by the second quarter of 2017, and one project by the fourth quarter of 2017 Five
of our multifamily properties include retail components with approximately 163,000 square feet of gross leasable area
We also have one wholly owned commercial property, which we acquired through the Merger, with approximately
208,000 square feet of gross leasable area, excluding tenant owned anchor stores, and one unconsolidated commercial
property with approximately 30,000 square feet of gross leasable area
Reclassifications
To provide a better presentation of operating expenses, we adjusted the presentation of certain expenses in the
specified lines of the Consolidated Statements of Operations In our Annual Report on Form 10-K for the fiscal year
ended December 31, 2014, our 2014 Form 10-K, we reported approximately $13 million and $08 million in permits and
fees and vehicle maintenance costs in the “Other operating” expense line for the twelve months ended December 31,
2014 and December 31, 2013, respectively These costs have been reclassified to “Building repairs and maintenance”
for the twelve months ended December 31, 2014 and December 31, 2013, respectively, presented in the Consolidated
Statement of Operations included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2015, or
this Form 10-K In the 2014 Form 10-K, we also reported approximately $338 million and $176 million in utility costs,
primarily for cable TV, trash removal, and telephone costs, in the “Other operating” expense line for the twelve months
ended December 31, 2014 and December 31, 2013, respectively These costs have been reclassified to “Utilities” for the
twelve months ended December 31, 2014 and December 31, 2013, respectively, presented in the Consolidated Statement
of Operations included in this Form 10-K These changes have been made in order to provide better insight into how
we manage our property operating expenses
F-18
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-19
OPERATOR ABIGAELS
In the 2014 Form 10-K, we reported approximately $365 million as “Assets held for sale, excluded from Real
estate assets, net”, which included $13 million of Cash and cash equivalents These assets no longer qualify as held
for sale and have been reclassified to Assets held for use within the applicable line items in the Consolidated Balance
Sheet and Consolidated Statements of Cash Flows included in this Form 10-K See further discussion on the held for
sale reclassification in Note 15 (Earnings from Discontinued Operations) below
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance
Costs ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a reduction of the related
debt liability rather than an asset The update requires retrospective application and represents a change in accounting
principle We early-adopted ASU 2015-03 as of the end of fiscal year 2015, and applied its provisions retrospectively
The adoption of ASU 2015-03 resulted in the reclassification of $133 million and $118 million of unamortized debt
issuance costs related to our secured property mortgages, senior unsecured notes, and unsecured term loans from
“Deferred financing costs, net” to a reduction in “Unsecured notes payable”, of $117 million and $93 million, and
“Secured notes payable”, of $16 million and $25 million, within our Consolidated Balance Sheets as of December 31,
2015 and 2014, respectively In the 2014 Form 10-K, we reported approximately $45 million and $31 million of
“Amortization of deferred financing costs” for the years ended December 31, 2014 and 2013, respectively As a result
of the adoption of the debt issuance cost guidance and to improve comparability, we also reclassified these costs
to “Interest expense” for the twelve months ended December 31, 2014 and 2013, respectively, presented in the
Consolidated Statement of Operations included in this Form 10-K As a result of this income statement reclassification,
$45 million and $31 million of amortization of deferred financing costs for the years ended December 31, 2014 and
2013, respectively, reported in the “Depreciation and amortization” line of the Consolidated Statements of Cash Flows
in the 2014 Form 10-K have been reclassified to “Amortization of debt premium and debt issuance costs” for the twelve
months ended December 31, 2014 and 2013, respectively, presented in the Consolidated Statements of Cash Flows
in this Form 10-K Other than these reclassifications, the adoption of ASU 2015-03 did not have an impact on our
consolidated financial statements See Note 6 (Borrowings) below for further discussion
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared by our 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 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 approximately 95% to 100% of all consolidated subsidiaries The 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, 100% of all consolidated subsidiaries In our
opinion, all adjustments necessary for a fair presentation of the 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
We invest in entities which may qualify as variable interest entities, or 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
We consolidate all VIEs for which we are the primary beneficiary and use the equity method to account for investments
that qualify as VIEs but for which we are not the primary beneficiary In determining whether we are the primary
beneficiary of a VIE, we consider 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
We use the equity method of accounting for our investments in entities for which we exercise significant influence,
but do not have the ability to exercise control These entities are not variable interest entities The factors considered in
determining that we do not have the ability to exercise control include ownership of voting interests and participatory
rights of investors
F-19
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-20
OPERATOR ABIGAELS
Use of Estimates
Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses to prepare these
financial statements and notes in conformity with GAAP Actual results could differ from those estimates
Revenue Recognition and Real Estate Sales
We primarily lease multifamily residential apartments under operating leases generally with terms of one year or
less Rental revenues are recognized using a method that represents a straight-line basis over the term of the lease and
other revenues are recorded when earned Rental income represents gross market rent less adjustments for concessions,
vacancy loss and bad debt
We record gains and losses on real estate sales in accordance with accounting standards governing the sale of real
estate For sale transactions meeting the requirements for the full accrual method, we remove the assets and liabilities
from our Consolidated Balance Sheets and record the gain or loss in the period the transaction closes
Rental Costs
Costs associated with rental activities, including advertising costs, are expensed as incurred Advertising expenses
were approximately $135 million, $124 million, and $95 million for the years ended December 31, 2015, 2014, and
2013, respectively
Discontinued Operations
Prior to our January 2014 adoption of ASU No 2014-08, Reporting Discontinued Operations and Disclosures
of Disposals of Components of an Entity, properties sold during the year or those classified as held-for-sale at the end
of a reporting period were classified as discontinued operations in accordance with accounting standards governing
financial statement presentation Subsequent to our adoption of this ASU on January 1, 2014, only dispositions
representing significant changes in operating strategy are classified as discontinued operations Once a property is
classified as held-for-sale, depreciation is no longer recognized
Real Estate Assets and Depreciation and Amortization
Real estate assets are carried at depreciated cost Repairs and maintenance costs are expensed as incurred
while significant improvements, renovations, and recurring capital replacements are capitalized Recurring capital
replacements typically include scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry
and other paving, pools and various exterior building improvements In addition to these costs, we also capitalize salary
costs directly identifiable with renovation work These expenditures extend the useful life of the property and increase
the property’s fair market value The cost of interior painting, vinyl flooring and blinds are expensed as incurred
Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets which range
from 8 to 40 years for land improvements and buildings, 5 years for furniture, fixtures and equipment, and 3 to 5 years
for computers and software
Development Costs
Development projects and the related carrying costs, including interest, property taxes, insurance and allocated
direct development salary cost during the construction period, are capitalized and reported in the accompanying
Consolidated Balance Sheets as “Development and capital improvements in progress” during the construction
period Interest is capitalized in accordance with accounting standards governing the capitalization of interest Upon
completion and certification for occupancy of individual buildings within a development, amounts representing the
completed building’s portion of total estimated development costs for the project are transferred to “Land”, “Buildings”,
and “Furniture, fixtures and equipment” as real estate held for investment Capitalization of interest, property taxes,
insurance and allocated direct development salary costs cease upon the transfer The assets are depreciated over
their estimated useful lives Total interest capitalized during the years ended December 31, 2015, 2014 and 2013
was approximately $17 million, $17 million, and $21 million, respectively Indirect costs other than interest that
F-20
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
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JOB NUMBER 304352-1
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PAGE NO. F-21
OPERATOR ABIGAELS
we capitalized included capitalized salaries of $04 million, $17 million, and $04 million during the years ended
December 31, 2015, 2014 and 2013, respectively, and real estate taxes of $02 million, $02 million, and $03 million
during the years ended December 31, 2015, 2014 and 2013, respectively
Certain costs associated with the lease-up of development projects, including cost of model units, their furnishings,
signs, and “grand openings,” are capitalized and amortized over their respective estimated useful lives All other costs
relating to renting development projects are expensed as incurred
Acquisition of Real Estate Assets
In accordance with accounting standards for business combinations, the fair value of the real estate acquired is
allocated to the acquired tangible assets, consisting of land, building, furniture, fixtures and equipment, and identified
intangible assets, consisting of the value of in-place leases and other contracts
We allocate the purchase price to the fair value of the tangible assets of an acquired property determined by
valuing the building as if it were vacant, based on management’s determination of the relative fair values of these assets
Management determines the as-if-vacant fair value of a building using methods similar to those used by independent
appraisers These methods include using stabilized net operating income, or NOI, and market specific capitalization
and discount rates
In allocating the fair value of identified intangible assets of an acquired property, the in-place leases are valued
based on current rent rates and time and cost to lease a unit Management concluded that the residential leases acquired
in connection with each of its property acquisitions are approximately at market rates since the residential lease terms
generally do not extend beyond one year
For larger, portfolio style acquisitions, like the Merger, management engages a third party valuation specialist to
perform the fair value assessment, which includes an allocation of the purchase price Similar to management’s methods,
the third party uses cash flow analysis as well as an income approach and a market approach to determine the fair
value of assets The third party uses stabilized NOI and market specific capitalization and discount rates Management
reviews the inputs used by the third party specialist as well as the allocation of the purchase price provided by the third
party to ensure reasonableness and that the procedures are performed in accordance with management’s policy The
initial allocation of the purchase price is based on management’s preliminary assessment, which may differ when final
information becomes available Subsequent adjustments made to the initial purchase price allocation, if any, are made
within the allocation period, which typically does not exceed one year
For residential leases, the fair value of the in-place leases and resident relationships is then amortized over 6
months, the estimated remaining term of the resident leases For commercial leases, the fair value of in-place leases and
resident relationships is amortized over the remaining term of the commercial leases The amount of lease intangibles
included in Other assets totaled $61 million, $83 million, and $540 million as of December 31, 2015, 2014, and 2013,
respectively Accumulated amortization for these leases totaled $23 million, $18 million, and $219 million as of
December 31, 2015, 2014 and 2013, respectively The amortization recorded as depreciation and amortization expense
was $50 million, $245 million, and $235 million for the years ended December 31, 2015, 2014, and 2013, respectively
The estimated aggregate future amortization expense is approximately $14 million, $05 million, $04 million,
$03 million, and $03 million for the years ended December 31, 2016, 2017, 2018, 2019, and 2020, respectively
The Company’s policy is to expense the costs incurred to acquire properties in the period these costs are incurred
Acquisition costs include appraisal fees, title fees, broker fees, and other legal costs to acquire the property These costs
are recorded in our Consolidated Statement of Operations under the line “Acquisition expenses”
Impairment of Long-lived Assets, including Goodwill
We account for long-lived assets in accordance with the provisions of accounting standards for the impairment
or disposal of long-lived assets and evaluate our goodwill for impairment under accounting standards for goodwill
and other intangible assets We evaluate goodwill for impairment on at least an annual basis, or more frequently if a
goodwill impairment indicator is identified We periodically evaluate long-lived assets, including investments in real
estate and goodwill, for indicators that would suggest that the carrying amount of the assets may not be recoverable
The judgments regarding the existence of such indicators are based on factors such as operating performance, market
conditions and legal factors
F-21
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SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-22
OPERATOR ABIGAELS
Long-lived assets, such as real estate assets, equipment and purchased intangibles subject to amortization, are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by
which the carrying amount of the asset exceeds the fair value of the asset Assets to be disposed of are separately
presented on the Balance Sheet and reported at the lower of the carrying amount or fair value less costs to sell, and
are no longer depreciated The assets and liabilities of a disposed group or a property classified as held for sale are
presented separately in the appropriate asset and liability sections of the balance sheet
Goodwill is tested annually for impairment and is tested for impairment more frequently if events and
circumstances indicate that the asset might be impaired An impairment loss for goodwill is recognized to the extent
that the carrying amount exceeds the implied fair value of goodwill This determination is made at the reporting unit
level and consists of two steps First, we determine the fair value of a reporting unit and compare it to its carrying
amount In the apartment industry, the primary method used for determining fair value is to divide annual operating
cash flows by an appropriate capitalization rate We determine the appropriate capitalization rate by reviewing the
prevailing rates in a property’s market or submarket Second, if the carrying amount of a reporting unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the
implied fair value of that goodwill The implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation in accordance with accounting standards for business
combinations The residual fair value after this allocation is the implied fair value of the reporting unit goodwill There
has been no impairment of goodwill in the three year period ended December 31, 2015
Goodwill decreased from $23 million at December 31, 2014 to $16 million at December 31, 2015 as a result
of the disposition of the Post House Jackson, Post House North, and Oaks apartment communities on April 29, 2015
Goodwill decreased from $41 million at December 31, 2013 to $23 million at December 31, 2014 as a result of the
disposition of the Greenbrook apartment community on July 10, 2014
Loss Contingencies
The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty We record an accrual
for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated We review these
accruals quarterly and make revisions based on changes in facts and circumstances When a loss contingency is not
both probable and reasonably estimable, we do 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 we disclose a reasonable estimate of the possible
loss, or range of loss, if such reasonable estimate can be made If we 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 that we
consider 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, our experience in similar matters, the facts available to us at the time of
assessment, and how we intend to respond, or have responded, to the proceeding or claim Our assessment of these
factors may change over time as individual proceedings or claims progress For matters where we are 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 expected ultimately to be resolved through negotiation and
settlement have not reached the point where we believe a reasonable estimate of loss, or range of loss, can be made
In such instances, we believe that there is considerable uncertainty regarding the timing or ultimate resolution of such
matters, including a possible eventual loss or business impact, if any
F-22
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
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PAGE NO. F-23
OPERATOR ABIGAELS
Undeveloped Land
Undeveloped land includes sites intended for future multifamily developments, sites for future commercial
development and sites intended for residential use, which are carried at the lower of cost or fair value in accordance
with GAAP and any costs incurred prior to commencement of pre-development activities are expensed as incurred
Investment in Real Estate Joint Ventures
Our investments in our unconsolidated real estate joint ventures are recorded using the equity method as we are
able to exert significant influence, but do not have a controlling interest in any of our joint ventures
Cash and Cash Equivalents
We consider investments in money market accounts and certificates of deposit with original maturities of three
months or less to be cash equivalents
Restricted Cash
Restricted cash consists of security deposits required to be held separately, escrow deposits held by lenders for
property taxes, insurance, debt service, and replacement reserves, and exchanges under Section 1031(b) of the Internal
Revenue Code of 1986, as amended, or the Code Section 1031(b) exchanges are treated as investing activities in the
Consolidated Statement of Cash Flows
Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related debt using a method which approximates
the effective interest method If the terms of renewed or modified debt instruments are deemed to be substantially
different, all unamortized financing costs associated with the modified debt are charged to earnings in the current
period If the terms are not substantially different, the costs associated with the renewal are capitalized and amortized
over the remaining term of the debt instrument For modifications affecting a line of credit, fees paid to a creditor
and any third party costs will be capitalized and amortized over the remaining term of the new arrangement Any
unamortized deferred financing costs associated with the old arrangement are either deferred and amortized over the
life of the new arrangement or written off, depending upon the nature of the modification and cost The balance of any
unamortized financing costs on extinguished debt is expensed upon extinguishment
Other Assets
Other assets consist primarily of deferred rental concessions which are recognized on a straight line basis over the
life of the leases, receivables and deposits from residents, the value of derivative contracts and other prepaid expenses
including prepaid insurance and prepaid interest Also included in other assets are the fair market value of in place
leases, which totaled $61 million and $83 million as of December 31, 2015 and 2014, respectively
Accrued Expenses and Other Liabilities
Accrued expenses consist of accrued dividends payable, accrued real estate taxes, accrued interest payable,
other accrued expenses payable, and unearned income Significant accruals include accrued dividends payable of
$652 million and $612 million at December 31, 2015 and 2014, respectively, accrued real estate taxes of $633 million
and $568 million at December 31, 2015 and 2014, respectively, and accrued interest payable of $172 million and
$178 million, at December 31, 2015 and 2014, respectively
Self-Insurance
We are self-insured for workers’ compensation claims up to $500,000 and for general liability claims up to
$100,000 Claims exceeding these amounts are insured by a third party We accrue for expected liabilities less than
$500,000 for workers’ compensation based on a third party actuarial estimate of ultimate losses and we also accrue for
expected general liability claims less than $100,000 based on a third party actuarial estimate of ultimate losses
F-23
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REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-24
OPERATOR ABIGAELS
Income Taxes
MAA has elected to be taxed as a REIT under the Code, beginning with the taxable year ended December 31,
1994, and intends to continue to operate in such a manner The current and continuing qualification as a REIT depends
on MAA’s ability to meet the various requirements imposed by the Code, which are related to organizational structure,
distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories
of income As long as MAA qualifies for taxation as a REIT, it will generally not be subject to United States Federal
corporate income tax on its taxable income that is currently distributed to shareholders This treatment substantially
eliminates the “double taxation” (at the corporate and shareholder levels) that generally results from an investment in
a corporation
Even if MAA qualifies as a REIT, it may be subject to United States Federal income and excise taxes in certain
situations, such as not meeting the income distribution requirements MAA also will be required to pay a 100% tax on
any net income on non-arm’s length transactions between MAA and its Taxable REIT Subsidiaries, or TRS (discussed
below) In addition, MAA could also be subject to the alternative minimum tax, or AMT State and local tax laws
may not conform to the United States Federal income tax treatment, and MAA and its shareholders may be subject to
state or local taxation in various state or local jurisdictions, including those in which MAA transacts business or its
shareholders reside Any taxes imposed on MAA would reduce its operating cash flow and net income
Certain of our operations or a portion thereof, including asset management and risk management, are conducted
through TRSs, which are subsidiaries of the Operating Partnership A TRS is a C-corporation that has not elected REIT
status and as such is subject to United States Federal corporate income tax
The TRS accounts for deferred taxes by recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements or tax returns Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis
of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse A
valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will
not be realized Based on this evaluation, at December 31, 2015, net of the valuation allowance, the net deferred tax
assets were reduced to zero
The Company recognizes liabilities for uncertain income tax positions based on a two-step process The first step
is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more
likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes,
if any The second step requires the Company to estimate and measure the tax benefit as the largest amount that is
more than 50% likely to be realized upon ultimate settlement The Company classifies interest related to income tax
liabilities, and if applicable, penalties, as a component of Income tax expense As of December 31, 2015, we did not have
any unrecognized tax benefits, and we do not believe that there will be any material changes in our unrecognized tax
positions over the next 12 months The income tax expense line item shown in the Statement of Operations represents
the Texas-based margin tax for all Texas properties
Fair value of derivative financial instruments
We utilize certain derivative financial instruments, primarily interest rate swaps and interest rate caps, during the
normal course of business to manage, or hedge, the interest rate risk associated with our variable rate debt or as hedges
in anticipation of future debt transactions to manage well-defined interest rate risk associated with the transaction
In order for a derivative contract to be designated as a hedging instrument, changes in the hedging instrument
must be highly effective at offsetting changes in the hedged item The historical correlation of the hedging instruments
and the underlying hedged items are assessed before entering into the hedging relationship and on a quarterly basis
thereafter, and have been found to be highly effective
We measure ineffectiveness using the change in the variable cash flows method or the hypothetical derivative
method for interest rate swaps and the hypothetical derivative method for interest rate caps for each reporting period
through the term of the hedging instruments Any amounts determined to be ineffective are recorded in earnings if in
an overhedged position The change in fair value of the interest rate swaps and the intrinsic value or fair value of interest
rate caps designated as cash flow hedges are recorded to accumulated other comprehensive income in the Statement
of Equity
F-24
JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-25
OPERATOR ABIGAELS
The valuation of our derivative financial instruments is determined using widely accepted valuation techniques,
including discounted cash flow analysis on the expected cash flows of each derivative The fair values of interest rate
swaps are determined using the market standard methodology of netting the discounted future fixed cash payments
and the discounted expected variable cash receipts The variable cash receipts are based on an expectation of future
interest rates (forward curves) derived from observable market interest rate curves The fair values of interest rate caps
are determined using the market standard methodology of discounting the future expected cash receipts that would
occur if variable interest rates rise above the strike rate of the interest rate caps The variable interest rates used in the
calculation of projected receipts on the interest rate cap are based on an expectation of future interest rates derived from
observable market interest rate curves and volatilities Additionally, we incorporate credit valuation adjustments to
appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the
fair value measurements Changes in the fair values of our derivatives are primarily the result of fluctuations in interest
rates See Note 7 (Derivative and Hedging Activities) and Note 8 (Fair Value Disclosure of Financial Information) for
further discussion
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements that could have a material
effect on our financial statements:
Date of Adoption
This ASU is
effective for annual
periods ending
after December 15,
2015; however,
early adoption
is permitted
Effect on the Financial Statements or
Other Significant Matters
We adopted this ASU on
December 31, 2015 The adoption
of this ASU resulted in the
reclassification of $133 million
and $118 million of unamortized
debt issuance costs related to
the company’s secured property
mortgages, senior unsecured
notes, and unsecured term loans
from Deferred financing costs,
net to a reduction in Unsecured
and Secured notes payable within
its Consolidated Balance Sheets
as of December 31, 2015 and
2014, respectively
This ASU is
effective for annual
periods ending
after December
15, 2016; however,
early adoption
is permitted
We are currently in the process of
evaluating the impact of this ASU,
but we do not expect the adoption
of this ASU to have a material
impact on our consolidated
financial position or results of
operations taken as a whole
Standard
Accounting Standards
Update (ASU) 2015-03
and ASU 2015-15,
Interest -Imputation
of Interest
ASU 2014-15,
Disclosure of
Uncertainties about
an Entity’s Ability
to Continue as a
Going Concern
Description
ASU 2015-03, requires that debt
issuance costs be presented in the
balance sheet as a direct deduction
from the carrying amount of debt
liability, consistent with debt discounts
or premiums ASU 2015-15 provides
additional guidance to ASU 2015-03,
which did not address presentation
or subsequent measurement of debt
issuance costs related to line-of-credit
arrangements ASU 2015-15 noted
that the SEC staff would not object
to an entity deferring and presenting
debt issuance costs as an asset and
subsequently amortizing the deferred
debt issuance costs ratably over the
term of the line-of-credit arrangement,
regardless of whether there are any
outstanding borrowings on the line-of-
credit arrangement
This ASU requires an entity’s
management to evaluate whether
there are conditions or events,
considered in the aggregate, that raise
substantial doubt about the entity’s
ability to continue as a going concern
within one year after the date that
the financial statements are issued
If substantial doubt exists, the entity
must disclose the principal conditions
or events that raised the substantial
doubt, management’s evaluation of the
significance of these conditions, and
management’s plan for alleviating the
substantial doubt about the entity’s
ability to continue as a going concern
F-25
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REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-26
OPERATOR ABIGAELS
Standard
ASU 2014-09,
Revenue from
Contracts with
Customers
Description
This ASU establishes principles for
recognizing revenue upon the transfer
of promised goods or services to
customers, in an amount that reflects
the expected consideration received in
exchange for those goods or services
ASU 2014-08,
Reporting
Discontinued
Operations and
Disclosures of
Disposals of
Components of
an Entity
This ASU raises the threshold for
disposals to qualify as discontinued
operations It also requires additional
disclosures for discontinued operations
and new disclosures for individually
material disposal transactions that
do not meet the definition of a
discontinued operation
Date of Adoption
This ASU is
effective for annual
reporting periods
beginning after
December 15,
2017, as a result
of a deferral of
the effective date
arising from the
issuance of ASU
2015-14, Revenue
from Contracts
with Customers
- Deferral of the
Effective Date
Early adoption
is permitted
This ASU is
effective for
fiscal years
beginning after
December 15, 2014,
and interim periods
within those
years; however,
early adoption
is permitted
beginning in
the first quarter
of 2014
Effect on the Financial Statements or
Other Significant Matters
The amendments may be applied
retrospectively to each prior
period presented or retrospectively
with the cumulative effect
recognized as of the date of initial
application We are currently
in the process of evaluating the
impact of adoption of this ASU
on our consolidated financial
condition and results of operations
taken as a whole and plan on
completing this assessment in
the fourth quarter of 2016, but
we do not expect the impact to
be material We have not yet
determined which method will be
used for initial application
We adopted this ASU on
January 1, 2014 The adoption
of this ASU required us to
not classify certain disposals
occurring during 2014 as
discontinued operations The
2014 dispositions did not qualify
for discontinued operations
treatment and therefore the gains
on these properties are presented
as a component of continuing
operations for 2014
2. BUSINESS COMBINATIONS
Merger of MAA and Colonial
On October 1, 2013, we completed the Merger with Colonial and Colonial LP As part of the Merger, we acquired
115 wholly owned apartment communities encompassing 34,370 units principally located in the Southeast and
Southwest regions of the United States In addition to the apartment communities, we also acquired four commercial
properties totaling approximately 806,000 square feet The additions caused us to nearly double in size as a result of
the Merger The consolidated net assets and results of operations of Colonial are included in our consolidated financial
statements from the closing date, October 1, 2013, going forward
The total purchase price of approximately $22 billion was determined based on the number of Colonial shares
and Colonial LP partnership interests outstanding as of October 1, 2013 In all cases in which MAA’s stock price was a
determining factor in arriving at final consideration for the Merger, the stock price used to determine the purchase price
was the opening price of MAA’s common stock on October 1, 2013 ($6256 per share) The total purchase price includes
$73 million of other consideration, a majority of which relates to assumed stock compensation plans As a result of the
Merger, we issued approximately 319 million shares of MAA common stock and approximately 26 million OP units
The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805,
Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be
recognized at their acquisition date fair values
F-26
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JOB NUMBER 304352-1
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PAGE NO. F-27
OPERATOR ABIGAELS
For larger, portfolio style acquisitions, like the Merger, management engages a third party valuation specialist
to assist with the fair value assessment, which includes an allocation of the purchase price Similar to management’s
methods, the third party generally uses cash flow analysis as well as an income approach and a market approach to
determine the fair value of assets acquired The third party uses stabilized NOI and a market specific capitalization and
discount rates Management reviews the inputs used by the third party specialist as well as the allocation of the purchase
price provided by the third party to ensure reasonableness and that the procedures are performed in accordance with
management’s policy The allocation of the purchase price is based on management’s assessment, which may differ as
more information becomes available Subsequent adjustments made to the purchase price allocation, if any, are made
within the allocation period, which typically does not exceed one year
The allocation of the purchase price described above requires a significant amount of judgment and represents
management’s best estimate of the fair value as of the acquisition date The following final purchase price allocation
was based on our valuation as well as estimates and assumptions of the acquisition date fair value of the tangible and
intangible assets acquired and liabilities assumed
The following table summarizes the final purchase price allocation (in thousands):
Land
Buildings and improvements
Furniture, fixtures and equipment
Development and capital improvements in progress
Undeveloped land
Properties held for sale
Lease intangible assets
Cash and cash equivalents
Restricted cash
Deferred costs and other assets, excluding lease intangible assets
Total assets acquired
Notes payable
Fair market value of interest rate swaps
Accounts payable, accrued expenses, and other liabilities
Total liabilities assumed, including debt
Total purchase price
$
469,396
3,080,858
96,377
113,368
58,400
33,300
57,946
63,454
6,825
86,141
4,066,065
(1,759,550)
(14,961)
(128,678)
(1,903,189)
$ 2,162,876
We incurred total merger and integration related expenses of $115 million and $375 million for the years
ended December 31, 2014 and 2013, respectively These amounts were expensed as incurred and are included in the
Consolidated Statement of Operations in the items titled “Merger related expenses”, primarily consisting of severance,
legal, and professional costs, and “Integration related expenses”, primarily consisting of temporary systems, staffing,
and facilities costs
The allocation of fair values of the assets acquired and liabilities assumed has not changed from the allocation
reported in Item 8 Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 2
of our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 25, 2015
3. 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 shares outstanding during the period All outstanding unvested restricted share awards
contain rights to non-forfeitable dividends and participate in undistributed earnings with common 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 our diluted earnings per
share being the more dilutive of the treasury stock or two-class methods Operating partnership units are included in
F-27
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REVISION 1
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DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-28
OPERATOR ABIGAELS
dilutive earnings per share calculations when they are dilutive to earnings per share For the years ended December 31,
2015, 2014, and 2013, MAA’s basic earnings per share is computed using the two-class method, and our diluted earnings
per share is computed using the more dilutive of the treasury stock method or two-class method:
(dollars and shares in thousands, except per share amounts)
Shares Outstanding
Weighted average common shares - basic
Weighted average partnership units outstanding
Effect of dilutive securities
Weighted average common shares - diluted
Calculation of Earnings per Share - basic
Income from continuing operations
Income from continuing operations attributable to noncontrolling interests
Income from continuing operations allocated to unvested restricted shares
Income from continuing operations available for
common shareholders, adjusted
Income from discontinued operations
Income from discontinued operations attributable to
noncontrolling interest
Income from discontinued operations allocated to unvested
restricted shares
Income from discontinued operations available for common
shareholders, adjusted
Weighted average common shares - basic
Earnings per share - basic
Calculation of Earnings per Share - diluted
Income from continuing operations
Income from continuing operations attributable to noncontrolling interests
Income from continuing operations allocated to unvested restricted shares
Income from continuing operations available for common
shareholders, adjusted
Income from discontinued operations
Income from discontinued operations attributable to noncontrolling interest
Income from discontinued operations allocated to unvested restricted shares
Income from discontinued operations available for common
Years ended December 31,
2014
2015
2013
75,176
—(1)
—(2)
75,176
74,982
—(1)
—(2)
74,982
50,677
2,351
88
53,116
$ 350,745
(18,458)
(772)
$ 150,946
(8,013)
(278)
$37,692
(1,154)
(34)
$ 331,515
—
$
$ 142,655
5,331
$
$36,504
$81,587
—
—
(284)
(2,845)
(10)
(73)
$
$
—
75,176
441
$
$
5,037
74,982
197
$78,669
50,677
227
$
$ 350,745
$ 150,946
(18,458)(1)
(772)(2)
(8,013)(1)
(278)(2)
$37,692
—
—
$ 331,515
—
$
—(1)
—(2)
$ 142,655
5,331
$
(284)(1)
(10)(2)
$37,692
$81,587
—
—
shareholders, adjusted
Weighted average common shares - diluted
Earnings per share - diluted
$
$
—
75,176
441
$
$
5,037
74,982
197
$81,587
53,116
225
$
(1) For both the years ended December 31, 2015 and 2014, 42 million OP units and their related income are not
included in the diluted earnings per share calculations as they are not dilutive
(2) For both the years ended December 31, 2015 and 2014, 01 million potentially dilutive securities and their related
income are not included in the diluted earnings per share calculation as they are not dilutive
4. EARNINGS PER OP UNIT OF MAALP
Basic earnings per OP Unit is computed by dividing net income available for common unitholders by the weighted
average number of 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 OP
unit Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue
OP Units were exercised or converted into OP Units
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OPERATOR ABIGAELS
A reconciliation of the numerators and denominators of the basic and diluted earnings per OP unit computations
for the years ended December 31, 2015, 2014, and 2013 is presented below:
(dollars and units in thousands, except per unit amounts)
Units Outstanding
Weighted average common units - basic
Effect of dilutive securities
Weighted average common units - diluted
Years ended December 31,
2014
2015
2013
79,361
—(1)
79,361
79,188
—(1)
79,188
53,075
88
53,163
Calculation of Earnings per Unit - basic
Income from continuing operations $350,745
(772)
Income from continuing operations allocated to unvested restricted shares
Income from continuing operations available for common
$150,946
(278)
$37,692
(33)
unitholders, adjusted $349,973
$150,668
$37,659
Income from discontinued operations $
Income from discontinued operations allocated to unvested
—
$
5,331
$69,852
restricted shares
—
(10)
(62)
Income from discontinued operations available for common
unitholders, adjusted $
—
$
5,321
$69,790
Weighted average common units - basic
Earnings per unit - basic: $
79,361
441
79,188
197
$
53,075
202
$
Calculation of Earnings per Unit - diluted
Income from continuing operations $350,745
Income from continuing operations allocated to unvested restricted shares
Income from continuing operations available for common
(772)(1)
$150,946
(278)(1)
$37,692
—
unitholders, adjusted $349,973
$150,668
$37,692
Income from discontinued operations $
Income from discontinued operations allocated to unvested
—
$
5,331
$69,852
restricted shares
—(1)
(10)(1)
—
Income from discontinued operations available for common
unitholders, adjusted $
—
$
5,321
$69,852
Weighted average common units - diluted
Earnings per unit - diluted: $
79,361
441
79,188
197
$
53,163
202
$
(1) For both the years ended December 31, 2015 and 2014, 01 million potentially dilutive securities and their related
income are not included in the diluted earnings per unit calculations as they are not dilutive
5.
STOCK BASED COMPENSATION
Overview
MAA accounts for its stock based employee compensation plans in accordance with accounting standards
governing stock based compensation These standards require an entity to measure the cost of employee services
received in exchange for an award of an equity instrument based on the award’s fair value on the grant date and
recognize the cost over the period during which the employee is required to provide service in exchange for the award,
which is generally the vesting period Any liability awards issued are remeasured at each reporting period
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OPERATOR ABIGAELS
MAA’s stock compensation plans consist of an employee stock purchase plan and a number of incentives provided
to attract and retain independent directors, executive officers and key employees Incentives are currently granted
under the 2013 Stock Incentive Plan, as amended, which was originally approved at the September 27, 2013 annual
meeting of MAA shareholders The 2013 Stock Incentive Plan replaced the 2004 Stock Plan which had replaced the
1994 Restricted Stock and Stock Option Plan (collectively, the “Plans”) under which no further awards may be granted
as of October 31, 2013 The 1994 Restricted Stock and Stock Option Plan allowed for the grant of restricted stock and
stock options up to a total of 24 million shares The 2004 Stock Plan allowed for the grant of restricted stock and stock
options up to a total of 500,000 shares The 2013 Stock Incentive Plan allows for the grant of restricted stock and stock
options up to 625,000 shares MAA believes that such awards better align the interests of its employees with those of
its shareholders
Compensation expense is generally recognized for service based restricted stock awards using the straight-line
method over the vesting period of the shares regardless of cliff or ratable vesting distinctions Compensation expense
for market and performance based restricted stock awards is generally recognized using the accelerated amortization
method with each vesting tranche valued as a separate award, with a separate vesting date, consistent with the
estimated value of the award at each period end Additionally, we adjust compensation expense for estimated and actual
forfeitures for all awards Compensation expense for stock options is generally recognized on a straight-line basis over
the requisite service period MAA presents stock compensation expense in the Consolidated Statements of Operations
on the line labeled “General and administrative expenses”
Total compensation costs under the Plans were approximately $69 million, $52 million and $27 million for the
years ended December 31, 2015, 2014, and 2013, respectively Of these amounts, total compensation costs capitalized
under the Plans were approximately $735,000, $431,000, and $17,000 for the years ended December 31, 2015, 2014,
and 2013, respectively As of December 31, 2015, the total unrecognized compensation cost related to the Plans was
approximately $110 million This cost is expected to be recognized over the remaining weighted average period of
12 years Total cash paid for the settlement of plan shares totaled $10 million, $06 million, and $04 million for the years
ended December 31, 2015, 2014, and 2013, respectively Information concerning grants under the Plans is listed below
Restricted Stock
In general, restricted stock is earned based on either a service condition, performance condition, or market
condition, or a combination thereof, and vests ratably over a period from 1 year to 5 years Service based awards are
earned when the employee remains employed over the requisite service period and are valued on the grant date based
upon the market price of MAA common stock on the date of grant Market based awards are earned when MAA
reaches a specified stock price or specified return on the stock price (price appreciation plus dividends) and are valued
on the grant date using a Monte Carlo simulation Performance based awards are earned when MAA reaches certain
operational goals such as FFO targets and are valued based upon the market price of MAA common stock on the date
of grant as well as the probability of reaching the stated targets MAA remeasures the fair value of the performance
based awards each balance sheet date with adjustments made on a cumulative basis until the award is settled and the
final compensation is known The weighted average grant date fair value per share of restricted stock awards granted
during the years ended December 31, 2015, 2014, and 2013, was $6835, $6240, and $6430, respectively
The following is a summary of the key assumptions used in the valuation calculations for market based awards
granted during the years ended December 31, 2015, 2014, and 2013:
Risk free rate - minimum
Risk free rate - maximum
Dividend yield
Volatility - minimum
Volatility - maximum
Service period
2015
010%
105%
3932%
1541%
1604%
2014
002%
080%
4755%
1831%
2048%
2013
007%
017%
4269%
1640%
2092%
3 years
3 years
4 years
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OPERATOR ABIGAELS
The risk free rate was based on a zero coupon risk-free rate The minimum risk free rate was based on a period of
025 years for the years ended December 31, 2015, 2014, and 2013 The maximum risk free rate was based on a period of
3 years, 3 years, and 1 year for the years ended December 31, 2015, 2014, and 2013, respectively The dividend yield was
based on the closing stock price of MAA stock on the date of grant Volatility for MAA was obtained by using a blend
of both historical and implied volatility calculations Historical volatility was based on the standard deviation of daily
total continuous returns, and implied volatility was based on the trailing month average of daily implied volatilities
interpolating between the volatilities implied by stock call option contracts that were closest to the terms shown and
closest to the money The minimum volatility was based on a period of 1 year for the years ended December 31, 2015,
2014, and 2013 The maximum volatility was based on a period of 2 years, 3 years, and 2 years for the years ended
December 31, 2015, 2014, and 2013, respectively The requisite service period is based on the criteria for the separate
programs according to the vesting schedule Turnover is based on the historical experience for the key managers and
executive officers, and is used in estimating forfeitures
A summary of the status of the nonvested restricted shares as of December 31, 2015, and the changes for the year
ended December 31, 2015, is presented below:
Nonvested Shares
Nonvested at January 1, 2015
Issued
Vested
Forfeited
Nonvested at December 31, 2015
Shares
145,049
93,356
(49,156)
(1,308)
187,941
Weighted
Average
Grant-Date
Fair Value
$6325
7254
5808
6588
$6336
The total fair value of shares vesting during the years ended December 31, 2015, 2014, and 2013 was approximately
$29 million, $27 million, and $16 million, respectively
Stock Options
In general, stock options are earned when the employee remains employed over the requisite service period and
vest ratably over a period from 03 years to 23 years Stock options exercised result in new common shares being
issued on the open market by the Company The fair value of stock option awards is determined using the Black-Scholes
valuation model The weighted average grant date fair value of stock option awards granted during the year ended
December 31, 2013 was $1177 per option No stock options were granted during the years ended December 31, 2015
and 2014
The following is a summary of the key assumptions used in the Black-Scholes valuation calculations for stock
options granted during the year ended December 31, 2013:
Term - minimum
Term - maximum
Risk free rate - minimum
Risk free rate - maximum
Dividend yield
Volatility - minimum
Volatility - maximum
2013
025 years
550 years
002%
155%
421%
1560%
4629%
The term represents an estimate of the period of time options are expected to remain outstanding The US
Treasury bill rate, which approximated the expected life of the option, was used to represent the risk-free rate The
current dividend yield at the time of grant was used to estimate the dividend yield over the life of the option Volatility
is based on the actual changes in the market value of MAA’s stock and is calculated using daily market value changes
from the date of grant over a past period equal to the expected life of the stock options Turnover is based on the
historical rate at which options are exercised, and is used in estimating forfeitures
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OPERATOR ABIGAELS
A summary of the status of the stock options as of December 31, 2015 and the changes for the year ended
December 31, 2015 is presented below:
Stock Options
Outstanding at January 1, 2015
Granted
Exercised
Expired
Outstanding at December 31, 2015
Options
74,454
—
(7,342)
(9,000)
58,112
Weighted
Average
Exercise Price
$8233
—
5723
7687
$8621
All 58,112 options outstanding at December 31, 2015 were exercisable with a weighted average exercise price of
$8621, an intrinsic value of $835,000, and a weighted average remaining term of 17 years The intrinsic value of options
exercised during the year ended December 31, 2015 was $02 million Cash received from the exercise of stock options
for the years ended December 31, 2015, 2014, and 2013 was $04 million, $122 million, and $62 million, respectively
6. BORROWINGS
The weighted average interest rate at December 31, 2015 for the $343 billion of debt outstanding was 37%,
compared to the weighted average interest rate of 37% on $351 billion of debt outstanding at December 31, 2014 Our
debt consists of an unsecured credit facility, unsecured term loans, senior unsecured notes, a secured credit facility
with Fannie Mae, and secured property mortgages We utilize fixed rate borrowings, interest rate swaps, and interest
rate caps to manage our current and future interest rate risk More details on our borrowings can be found in the
schedules presented later in this section
At December 31, 2015, the Company had $650 million (after considering the impact of interest rate swap and
cap agreements in effect) of conventional, secured variable rate debt outstanding at an average interest rate of 08%,
$1250 million of capped conventional, secured variable rate debt at an average interest rate of 08% The interest rate
on all other secured debt, totaling $11 billion, was hedged or fixed at an average interest rate of 40% Additionally,
the Company had $21 billion of senior unsecured notes and term loans fixed at an average interest rate of 39%
and a $750 million variable rate credit facility with an average interest rate of 12% with $75 million borrowed at
December 31, 2015
Unsecured Credit Facility
We also maintain a $7500 million unsecured credit facility with fourteen banks led by KeyBank National
Association, or the KeyBank Facility The KeyBank Facility includes an expansion option up to $15 billion The
KeyBank Facility bears an interest rate of LIBOR plus a spread of 085% to 155% based on an investment grade
pricing grid and is currently bearing interest at 123% This credit line expires in April 2020 with an option to extend
for an additional six months At December 31, 2015, we had $7467 million available to be borrowed under the Key
Bank Line agreement with $750 million actually borrowed under this facility Approximately $33 million of the
facility is used to support letters of credit Commitment fees related to this facility totaled $11 million for the year
ended December 31, 2015
Unsecured Term Loans
We also maintain three term loans with a syndicate of banks, led by KeyBank, Wells Fargo, and US Bank,
respectively The KeyBank term loan has a balance of $150 million, matures in 2021, and has a variable interest rate
of LIBOR plus a spread of 090% to 175% based on our credit ratings The Wells Fargo term loan has a balance of
$250 million and matures in 2018 The US Bank term loan has a balance of $150 million and matures in 2020 Both the
Wells Fargo and US Bank term loans have variable interest rates of LIBOR plus a spread of 090% to 190% based on
our credit ratings
Senior Unsecured Notes
As of December 31, 2015, we had approximately $12 billion of publicly issued bonds and $3100 million of private
placement notes These senior unsecured notes are longer term in nature and usually mature within five to twelve years
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OPERATOR ABIGAELS
On November 2, 2015, the Operating Partnership issued $400 million in aggregate principal amount of notes,
maturing on November 15, 2025 with an interest rate of 400% per annum, or the 2025 Notes The purchase price paid
by the initial purchasers was 9899% of the principal amount The 2025 Notes are general unsecured senior obligations
of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the
Operating Partnership Interest on the 2025 Notes is payable on May 15 and November 15 of each year, beginning
on May 15, 2016 The net proceeds from the offering after deducting the original issue discount of approximately
$40 million and underwriting commissions and expenses of approximately $26 million were approximately
$3934 million The 2025 Notes have been reflected net of discount and debt issuance costs in the Consolidated Balance
Sheet In connection with the bond transaction, we cash settled $200 million in forward interest rate swap agreements,
entered earlier in the year to effectively lock the interest rate on the planned transaction, which produced an effective
interest rate of 417% over the ten year life of the bonds
The Indentures under which certain public notes were issued, including the 2025 Notes, contain certain covenants
that, among other things, limit the ability of MAALP and its subsidiaries to incur secured and unsecured indebtedness
if not in pro forma compliance with the following negative covenants: (1) total leverage not to exceed 60% of adjusted
total assets; (2) secured leverage not to exceed 40% of adjusted total assets; and (3) a fixed charge coverage ratio of at
least 150 to 1 In addition, MAALP is required to maintain at all times unencumbered consolidated total assets of not
less than 150% of the aggregate principal amount of its outstanding unsecured debt At December 31, 2015, MAALP
was in compliance with each of these financial covenants
Secured Credit Facility
We maintain a $2400 million secured credit facility with Prudential Mortgage Capital, which is credit enhanced
by Fannie Mae, or Fannie Mae Facility The Fannie Mae Facility provides for both fixed and variable rate borrowings
and have Fannie Mae rate tranches with maturities from 2016 through 2018 The interest rate on the majority of
the variable portion renews every 90 days and is based on the FNMA discount mortgage backed security rate on
the date of renewal, which, for the Company, has historically approximated three-month LIBOR less an average of
017% over the life of the Fannie Mae Facility, plus a fee of 062% Borrowings under the Fannie Mae Facility totaled
$2400 million at December 31, 2015, consisting of $500 million under a fixed portion at a rate of 47%, and the
remaining $1900 million under the variable rate portion of the facility at an average rate of 08% The available
borrowing capacity at December 31, 2015, was $2400 million Commitment fees related to our unused Fannie Mae
Facility totaled $01 million for the year ended December 31, 2015 The Company has also entered into 5 interest rate
caps totaling a notional amount of $1250 million which are designed to cap a portion of the Fannie Mae Facility These
interest rate caps have maturities between 2016 and 2018 with four set at 45% and one set at 50% The Fannie Mae
Facility is subject to certain borrowing base calculations that can effectively reduce the amount that may be borrowed
Secured Property Mortgages
At December 31, 2015, the Company had $10 billion of fixed rate conventional property mortgages with an
average interest rate of 39% and an average maturity in 2019
On January 30, 2015, we paid off a $152 million mortgage associated with the Farmington Village apartment
community We recorded a $02 million loss on debt extinguishment due to paying off the mortgage prior to maturity
On June 1, 2015, we paid off a $255 million mortgage associated with the Colonial Grand at Wilmington
apartment community The payoff was a scheduled maturity of the loan
On June 15, 2015, we paid off a $101 million mortgage associated with the Reserve at Woodwind Lakes apartment
community The payoff was a scheduled maturity of the loan
On September 1, 2015, we paid off a $116 million mortgage associated with the Colonial Village at Timber Crest
apartment community The payoff was a scheduled maturity of the loan
On September 30, 2015, we paid off a $235 million mortgage associated with the Sanctuary at Oglethorpe
apartment community The payoff was a scheduled maturity of the loan
In addition to these payoffs, we have paid $82 million associated with property mortgage principal amortizations
for the year ended December 31, 2015
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OPERATOR ABIGAELS
Guarantees
MAA fully and unconditionally guarantees the following debt incurred by the Operating Partnership:
•
$2400 million of the Fannie Mae Facility, of which $2400 million has been borrowed as of December 31,
2015; and
•
$3100 million of senior unsecured notes, all of which has been borrowed as of December 31, 2015
Total Outstanding Debt
The following table summarizes the Company’s indebtedness at December 31, 2015, (dollars in thousands):
Borrowed
Balance
Effective
Rate
Contract
Maturity
Fixed Rate Secured Debt
Individual property mortgages
Fannie Mae conventional credit facilities
Total fixed rate secured debt
$1,012,862
50,000
1,062,862
39%
47%
3.9%
7/12/2019
3/31/2017
6/2/2019
Variable Rate Secured Debt(1)
Fannie Mae conventional credit facilities
Total variable rate secured debt
190,000
190,000
08%
0.8%
8/26/2017
8/26/2017
Fair market value adjustments and debt issuance costs
Total Secured Debt
33,374
$1,286,236
Unsecured Debt
Variable rate credit facility
Term loan fixed with swaps
Fixed rate bonds
Fair market value adjustments, debt issuance costs and discounts
Total Unsecured Debt
75,000
550,000
1,535,246
(18,914)
$2,141,332
3.5%
12%
31%
42%
3.8%
3/13/2019
2/25/2019
4/15/2020
11/10/2017
9/16/2023
7/2/2025
1/26/2022
Total Outstanding Debt
$3,427,568
3.7%
12/22/2020
(1)
Includes capped balances
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OPERATOR ABIGAELS
The following table summarizes interest rate ranges, maturity and balance of our indebtedness, net of fair market
value adjustments, debt issuance costs and discounts, at December 31, 2015 and the balance of our indebtedness, net of
fair market value adjustments, debt issuance costs and discounts, at December 31, 2014 (dollars in millions):
At December 31, 2015
Current
Average
Interest
Rate
Maturity
Actual
Interest
Rates
Fixed Rate:
Secured
Unsecured
Interest rate swaps
397% 2016-2025
177 - 621%
2016-2025
315 - 605%
421%
2017-2018
245 - 663% 419%
Variable Rate:(1)
Secured
Secured interest rate caps
Unsecured
080%
080%
123%
082%
082%
123%
2017
2017
2020
Fair market value adjustments, debt issuance costs and discounts
Balance at
December 31,
2014
$1,1295
1,3202
6250
$3,0747
835
2554
590
$ 3979
Balance
$1,0629
1,5352
5500
$3,1481
650
1250
750
$ 2650
145
$
$3,4276
401
$
$3,5127
(1) Amounts are adjusted to reflect interest rate swap and cap agreements in effect at December 31, 2015, and 2014,
respectively, which results in the Company paying fixed interest payments over the terms of the interest rate
swaps and on changes in interest rates above the strike rate of the cap Rates and maturities for capped balances
are for the underlying debt, unless the strike rate has been reached
The following table includes scheduled principal repayments on the borrowings at December 31, 2015, as well
as the amortization of the fair market value of debt assumed along with debt discounts and issuance costs (dollars
in thousands):
Year
2016
2017
2018
2019
2020
Thereafter
Amortization
$18,989
17,157
14,663
7,044
3,361
(1,004)
$60,210
Maturities
$ 188,824
156,170
465,429
539,474
377,456
1,640,005
$3,367,358
Total
$ 207,813
173,327
480,092
546,518
380,817
1,639,001
$3,427,568
7. DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
We are exposed to certain risks arising from both business operations and economic conditions We principally
manage our exposures to a wide variety of business and operational risks through management of our core business
activities We manage economic risks, including interest rate, liquidity and credit risk, primarily by managing the
amount, sources and duration of our debt funding and the use of derivative financial instruments Specifically, we enter
into derivative financial instruments to manage exposures that arise from business activities that result in the payment
of future contractual and forecasted cash amounts, principally related to the our borrowings, the value of which are
determined by changing interest rates, related cash flows and other factors
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Cash Flow Hedges of Interest Rate Risk
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure
to interest rate movements To accomplish this objective, we use interest rate swaps and interest rate caps as part of
our interest rate risk management strategy Interest rate swaps designated as cash flow hedges involve the receipt of
variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements
without exchange of the underlying notional amount Interest rate caps designated as cash flow hedges involve the
receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange
for an up-front premium
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges
is recorded in Accumulated other comprehensive income and is subsequently reclassified into earnings in the period
that the hedged forecasted transaction affects earnings During the years ended December 31, 2015, 2014 and 2013,
such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt and forecasted
issuances of fixed-rate debt The ineffective portion of the change in fair value of the derivatives is recognized directly
in earnings
During the years ended December 31, 2015, 2014 and 2013, we recorded ineffectiveness of $100,000 (increase
to interest expense), $157,000 (increase to interest expense) and $37,000 (decrease to interest expense), respectively,
mainly attributable to a mismatch in the underlying indices of the derivatives and the hedged interest payments made on
our variable-rate debt and due to the designation of acquired interest rate swaps with a non-zero fair value at inception
Amounts reported in “Accumulated other comprehensive income” related to derivatives designated as qualifying
cash flow hedges will be reclassified to Interest expense as interest payments are made on our variable-rate or fixed-
rate debt During the next twelve months, we estimate that an additional $31 million will be reclassified to earnings
as an increase to Interest expense, which primarily represents the difference between our fixed interest rate swap
payments and the projected variable interest rate swap payments
As of December 31, 2015, we had the following outstanding interest rate derivatives that were designated as cash
flow hedges of interest rate risk:
Interest Rate Derivative
Interest Rate Caps
Interest Rate Swaps
Number of Instruments
5
7
Notional
$125,000,000
$550,000,000
The fair value of our interest rate derivatives designated as hedging instruments at December 31, 2015 included
$6,000 of asset derivatives reported in Other assets and $10,358,000 of liability derivatives reported in the Fair market
value of interest rate swaps in the Consolidated Balance Sheet The fair value of our interest rate derivatives designated
as hedging instruments at December 31, 2014 included $72,000 of asset derivatives reported in Other Assets and
$13,392,000 of liability derivatives reported in Fair market value of interest rate swaps in the Consolidated Balance
Sheet As of December 31, 2014, we also reported a fair value of $6,000 in interest rate derivatives recorded in Other
assets related to derivatives not designated as hedging instruments
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OPERATOR ABIGAELS
Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations
The tables below present the effect of our derivative financial instruments on the Consolidated Statement of
Operations for the years ended December 31, 2015, 2014 and 2013, respectively (dollars in thousands):
Derivatives in Cash Flow
Hedging Relationships
2013
Years ended December 31,
Interest rate contracts $(8,306) $ (12,335) $10,684 Interest expense $(7,064) $ (11,785) $ (16,370)
Total derivatives in
2015
Amount of Gain or
(Loss) Reclassified from
Accumulated OCI into
Income (Effective Portion)
2013
2014
2015
Amount of Gain or
(Loss) Recognized
in OCI on Derivative
(Effective Portion)
2014
Location of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)
Location of
Gain or (Loss
Recognized
in Income on
Derivative
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing)
Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness
Testing)
2014
Interest expense $(100) $(157)
2013
$37
2015
cash flow hedging
relationships $(8,306) $ (12,335) $10,684
$(7,064) $ (11,785) $ (16,370)
$(100) $(157)
$37
Derivatives Not Designated as Hedging Instruments
For the year ended December 31,
Interest rate products
Total
Location of Gain or (Loss)
Recognized in Income on Derivative
Interest income/(expense)
Amount of Gain or (Loss)
Recognized in Income on Derivative
2014
$(146)
$(146)
2013
$(16)
$(16)
2015
$(3)
$(3)
Credit-risk-related Contingent Features
As of December 31, 2015, derivatives that were in a net liability position and subject to credit-risk-related contingent
features had a termination value of $112 million, which includes accrued interest but excludes any adjustment for
nonperformance risk These derivatives had a fair value, gross of asset positions, of $104 million at December 31, 2015
Certain of our derivative contracts contain a provision where we could be declared in default on our derivative
obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the
indebtedness As of December 31, 2015, we had not breached the provisions of these agreements If we had breached
these provisions, we could have been required to settle our obligations under the agreements at the termination value
of $112 million
Although our derivative contracts are subject to master netting arrangements, which serve as credit mitigants to
both us and our counterparties under certain situations, we do not net our derivative fair values or any existing rights
or obligations to cash collateral on the consolidated Balance Sheet
We did not have any asset or liability derivative balances that were offsetting that would have resulted in
reported net derivative balances differing from the recorded gross amount of derivative assets of $6,000 and $78,000
as of December 31, 2015 and 2014, respectively, in addition to gross recorded derivative liabilities of $10,358,000 and
$13,392,000 as of December 31, 2015 and 2014, respectively
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Other Comprehensive Income
MAA’s other comprehensive income consists entirely of gains and losses attributable to the effective portion of
our cash flow hedges The chart below shows the change in the balance for the years ended December 31, 2015, 2014,
and 2013:
Changes in Accumulated Other Comprehensive
Income (Loss) by Component
For the year ended December 31,
Beginning balance
Other comprehensive (loss) income before
reclassifications
Affected Line Item in the
Consolidated Statements
Of Operations
Amounts reclassified from accumulated other
comprehensive income (interest rate contracts)
Interest
(income)/expense
Net current-period other comprehensive loss
(income) attributable to noncontrolling interest
Net current-period other comprehensive (loss) income
attributable to MAA
Ending balance
Gains and Losses on Cash Flow Hedges
2014
2013
2015
$ (412) $
108 $(26,054)
(8,306)
(12,335)
10,684
7,064
11,785
16,370
65
30
(892)
(1,177)
$ (1,589) $
(520)
(412) $
26,162
108
See also discussions in Note 8 (Fair Value Disclosure of Financial Instruments) below
8.
FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents, restricted cash, accounts payable, accrued expenses and other liabilities and security
deposits are carried at amounts that reasonably approximate their fair value due to their short term nature
We apply FASB ASC, 820 Fair Value Measurements and Disclosures, or ASC 820 ASC 820 defines fair value,
establishes a framework for measuring fair value, and expands disclosures about fair value measurements ASC 820
applies to reported balances that are required or permitted to be measured at fair value under existing accounting
pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances
ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement
Therefore, a fair value measurement should be determined based on the assumptions that market participants would use
in pricing the asset or liability As a basis for considering market participant assumptions in fair value measurements,
ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market
data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1
and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable
inputs classified within Level 3 of the hierarchy)
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the
ability to access Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset
or liability, either directly or indirectly Level 2 inputs may include quoted prices for similar assets and liabilities in
active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest
rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals Level 3 inputs are
unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little,
if any, related market activity In instances where the determination of the fair value measurement is based on inputs
from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value
measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety Our
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and
considers factors specific to the asset or liability
Fixed rate notes payable at December 31, 2015 and December 31, 2014, totaled $261 billion and $250 billion,
respectively, and had estimated fair values of $271 billion and $254 billion (excluding prepayment penalties),
respectively, as of December 31, 2015 and December 31, 2014 The carrying value of variable rate notes payable (excluding
the effect of interest rate swap and cap agreements) at December 31, 2015 and December 31, 2014, totaled $082 billion
and $102 billion, respectively, and had estimated fair values of $082 billion and $097 billion (excluding prepayment
penalties), respectively, based upon observable interest rates available for the issuance of debt with similar terms and
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OPERATOR ABIGAELS
remaining maturities as of December 31, 2015 and December 31, 2014 The valuation of our debt is determined using
widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each debt
instrument This analysis reflects the contractual terms of the debt, and uses observable market-based inputs, including
interest rate curves and credit spreads The fair values of fixed debt are determined by using the present value of future
cash outflows discounted with the applicable current market rate plus a credit spread The fair values of variable debt
are determined using the stated variable rate plus the current market credit spread Our variable rates reset every 30 to
90 days and we conclude that these rates reasonably estimate current market rates We have determined that inputs
used to value our debt fall within Level 2 of the fair value hierarchy and therefore our fair market valuation of debt is
considered Level 2 in the fair value hierarchy
Currently, we use interest rate swaps and interest rate caps (options) to manage our interest rate risk The valuation
of these instruments is determined using widely accepted valuation techniques, including discounted cash flow
analysis on the expected cash flows of each derivative This analysis reflects the contractual terms of the derivatives,
including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied
volatilities The fair values of interest rate swaps are determined using the market standard methodology of netting the
discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts)
The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived
from observable market interest rate curves
The fair values of interest rate options are determined using the market standard methodology of discounting
the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps The
variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future
interest rates derived from observable market interest rate curves and volatilities
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both
our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements
In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the
impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and
guarantees In conjunction with the FASB’s fair value measurement guidance, we made an accounting policy election
to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net
basis by counterparty portfolio
We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair
value hierarchy, and as a result, all of our derivatives held as of December 31, 2015 and December 31, 2014 were
classified as Level 2 of the fair value hierarchy
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31,
2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall
Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2015
(dollars in thousands)
Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
Assets
Derivative financial instruments
Liabilities
Derivative financial instruments
$ —
$ —
Significant
Other
Observable
Inputs
(Level 2)
$
6
$10,358
Significant
Unobservable
Inputs
(Level 3)
Balance at
December 31, 2015
$ —
$ —
$
6
$10,358
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Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2014
(dollars in thousands)
Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
Assets
Derivative financial instruments
Liabilities
Derivative financial instruments
$ —
$ —
Significant
Other
Observable
Inputs
(Level 2)
$
78
$13,392
Significant
Unobservable
Inputs
(Level 3)
Balance at
December 31, 2014
$ —
$ —
$
78
$13,392
The fair value estimates presented herein are based on information available to management as of December 31,
2015 and December 31, 2014 These estimates are not necessarily indicative of the amounts we could ultimately realize
See also Note 7 (Derivatives and Hedging Activities)
9.
INCOME TAXES
For income tax purposes, dividends paid to holders of common stock primarily consist of ordinary income, return
of capital, capital gains, qualified dividends and un-recaptured Section 1250 gains, or a combination thereof For the
years ended December 31, 2015, 2014 and 2013, dividends per share held for the entire year were estimated to be taxable
as follows:
Ordinary income
Capital gains
Return of capital
Un-recaptured Section 1250 gain
2015
2014
2013
Amount
$307
—
—
001
$308
Percentage
997%
—%
—%
03%
10000%
Amount
$276
—
016
—
$292
Percentage
9441%
—%
559%
—%
10000%
Amount
$236
017
—
025
$278
Percentage
849%
623%
—%
887%
10000%
We designated the per share amounts above as capital gain dividends in accordance with the requirements of
the Code The difference between net income available to common shareholders for financial reporting purposes
and taxable income before dividend deductions relates primarily to temporary differences such as depreciation and
amortization, and deferral of gains on sold properties utilizing like kind exchanges under Internal Revenue Code, or
IRC, section 1031
Merger and Restructuring
As discussed in Note 2 (Business Combinations), on October 1, 2013, we completed our merger with Colonial
and Colonial LP Pursuant to the merger agreement, OP Merger Sub merged with and into Colonial LP, with Colonial
LP being the surviving entity of the merger and becoming a wholly-owned indirect subsidiary of MAALP We believe
that this transaction constitutes a tax free merger under Code section 708 Immediately thereafter, MAA and Colonial
combined through a merger of Colonial with and into MAA, with MAA surviving the merger We believe that this
merger constitutes a tax free merger under Code section 368(a) As a result of the tax free merger treatment, the
merger transactions did not result in the recognition of a gain to any security holder of MAA, Colonial, MAALP, or
Colonial LP
On October 1, 2013, MAA re-identified hedging transactions for federal income tax purposes according to Reg
§11221-2(f) and all relevant state income tax purposes that were previously held by Colonial This re-identification
was made because the tax identity of Colonial changed by virtue of the merger into MAA There were four hedging
transactions re-identified for tax purposes, including the $50 million interest rate swap with Wells Fargo Bank, NA
(“Wells Fargo”) with a fixed interest rate of 2465%, the $200 million interest rate swap with Wells Fargo with a fixed
interest rate of 2576%, the $50 million interest rate swap with Wells Fargo with a fixed interest rate of 1064%, and the
$100 million interest rate swap with Wells Fargo with a fixed interest rate of 1133%
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OPERATOR ABIGAELS
Taxable REIT subsidiaries
We acquired the operations of a TRS, Colonial Properties Services, Inc, or CPSI, through the Merger As a
result, CPSI’s tax attributes are now included in the MAA consolidated financial statements A TRS is an entity which
is not entitled to a dividends paid deduction and is subject to Federal, state, and local income taxes Formerly, CPSI
provided property development, construction, leasing and management services for joint venture and third-party owned
properties and administrative services to MAA and engaged in for-sale development activity CPSI also owns and
operates two multifamily apartment communities We generally reimburse CPSI for payroll and other costs incurred
in providing services to us All inter-company transactions are eliminated in the accompanying consolidated financial
statements We also hold certain undeveloped land through another TRS, MAA Copper Ridge, Inc During the years
ended December 31, 2015, 2014, and 2013, our TRSs recognized no income tax expense/(benefit)
CPSI uses the liability method of accounting for income taxes Deferred income tax assets and liabilities result
from temporary differences Temporary differences are differences between tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in taxable or deductible amounts in future periods The net
deferred tax assets of the Company, consisting of the net deferred tax assets of CPSI and the net-loss deferred tax asset
acquired by MAA from Colonial, have been fully offset by a valuation allowance We record a valuation allowance
against our net deferred tax assets when we determine that based on the weight of available evidence, it is more likely
than not that our net deferred tax assets will not be realized We considered the four sources of taxable income that
should be considered when determining whether a valuation allowance is required (from least to most subjective):
•
•
taxable income in prior carryback years, if carryback is permitted under the tax law;
future reversals of existing taxable temporary differences (ie, offset gross deferred tax assets against gross
deferred tax liabilities);
tax planning strategies; and
•
•
For the years ended December 31, 2015 and 2014, the components of CPSI’s deferred income tax assets and
future taxable income exclusive of reversing temporary differences and carryforwards
December 31,
2015
December 31,
2014
$ 25,627
22
14,106
28,493
3,951
$ 72,199
(145)
$
(145)
$
$ 72,054
(72,054)
$ 25,561
18
13,923
27,215
3,974
$ 70,691
(913)
$
(913)
$
$ 69,778
(69,778)
—
$
— $
liabilities were as follows (dollars in thousands):
Deferred tax assets:
Real estate asset basis differences
Deferred revenue
Deferred expenses
Net operating loss carryforward
Accrued liabilities
Deferred tax liabilities:
Real estate asset basis differences
Net deferred tax assets, before valuation allowance
Valuation allowance
Net deferred tax assets, included in other assets
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OPERATOR ABIGAELS
For the years ended December 31, 2015, 2014 and 2013, the reconciliation of income tax attributable to continuing
operations for the TRSs computed at the US statutory rate to the income tax provision was as follows (dollars
in thousands):
December 31,
2015
December 31,
2014
December 31,
2013
Tax expense/(benefit) at US statutory rates on
TRS income subject to tax
Effect of permanent differences and other
(Decrease) increase in valuation allowance
TRS income tax provision
$ 2,506
(730)
(1,776)
$ 1,802
(1,110)
(692)
$ — $ —
$(261)
1
260
$ —
At December 31, 2015 and 2014, CPSI had net operating loss, or NOL carryforwards of approximately $660 million
and $631 million, respectively, for income tax purposes that expire in years 2031 to 2034 Utilization of the Company’s
NOL carryforwards is subject to an annual limitation due to ownership change limitations provided by Section 382 of
the Code and similar state provisions The annual limitations may result in the expiration of NOL carryforwards before
utilization CPSI generated approximately $03 million of taxable income before NOL carryforwards for the period
ended December 31, 2015
We had no reserve for uncertain tax positions for the years ended December 31, 2015, 2014 and 2013 If necessary,
the Company accrues interest and penalties on unrecognized tax benefits as a component of income tax expense
For the years ended December 31, 2015, 2014, and 2013, other expenses include estimated state franchise and
other taxes, including franchise taxes in North Carolina and Tennessee The income tax expense line item shown in the
Consolidated Statement of Operations represents the Texas-based margin tax for all Texas properties
As of December 31, 2015, MAA held NOL carryforwards of approximately $463 million for income tax purposes
that expire in years 2019 to 2031 We may use these NOLs to offset all or a portion of the taxable income generated at
the REIT level
Tax years 2012 through 2015 are subject to examination by the Internal Revenue Service No tax examination is
currently in process
10. SHAREHOLDERS’ EQUITY OF MAA
On December 31, 2015, 75,408,571 shares of common stock of MAA and 4,162,996 partnership units in the
Operating Partnership were issued and outstanding, representing a total of 79,571,567 shares and units At December 31,
2014, 75,267,675 shares of common stock of MAA and 4,191,152 partnership units in the Operating Partnership were
outstanding, representing a total of 79,458,827 shares and units There were 58,112 outstanding options as of
December 31, 2015 compared to 74,454 outstanding options as of December 31, 2014
During the year ended December 31, 2015, 11,914 shares of our common stock were acquired from employees to
satisfy minimum tax withholding obligations that arose upon vesting of restricted stock granted pursuant to approved
plans During the year ended December 31, 2014, 9,270 shares were acquired for these purposes
Noncontrolling Interest
Noncontrolling interest in the accompanying Consolidated Financial Statements relates to the limited partnership
interest in the Operating Partnership owned by the holders of the Class A limited partner units of the Operating
Partnership, or Class A Units MAA is the sole general partner of the Operating Partnership and holds all of the
outstanding Class B general partner units of the Operating Partnership, or Class B Units Net income is allocated to
MAA and the noncontrolling interest based on their respective ownership percentages of the Operating Partnership
Issuance of additional Class A Units or Class B Units changes the ownership percentage of both the noncontrolling
interest and MAA The issuance of Class B Units generally occurs when MAA issues common stock and the issuance
proceeds are contributed to the Operating Partnership in exchange for Class B Units equal to the number of shares
of common stock issued At each reporting period, the allocation between total MAA shareholders’ equity and
Noncontrolling interest is adjusted to account for the change in the respective percentage ownership of the underlying
equity of the Operating Partnership
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MAA’s Board of Directors established economic rights in respect to each Class A Unit that were equivalent to
the economic rights in respect to each share of MAA common stock The holders of Class A Units may redeem each of
their units in exchange for one share of common stock in MAA or cash, at the option of MAA At December 31, 2015,
a total of 4,162,996 Class A Units were outstanding and redeemable to MAA by the holders of the units for 4,162,996
shares of MAA common stock or approximately $3780 million, based on the closing price of MAA’s common stock
on December 31, 2015 of $9081 per share, at MAA’s option At December 31, 2014, a total of 4,191,152 Class A Units
were outstanding and redeemable to MAA by the holders of the units for 4,191,152 shares of MAA common stock or
approximately $3130 million, based on the closing price of MAA’s common stock on December 31, 2014 of $7468
per share, at MAA’s option
The Operating Partnership pays the same per unit distribution in respect to the Class A Units as the per share
distribution MAA pays in respect to the common stock Operating Partnership net income for 2015, 2014 and 2013 was
allocated approximately 52%, 53% and 46%, respectively, to holders of Class A Units and 948%, 947% and 954%,
respectively, to MAA as the holder of all Class B Units
Direct Stock Purchase and Distribution Reinvestment Plan
MAA has a Dividend and Distribution Reinvestment and Share Purchase Plan, or DRSPP, pursuant to which
MAA’s shareholders have the ability to reinvest all or part of their distributions from MAA’s stock and holders of
Class A Units have the ability to reinvest all or part of their distributions from MAALP into MAA’s common stock The
DRSPP also provides the opportunity to make optional cash investments in MAA’s common stock of at least $250, but
not more than $5,000 in any given month, free of brokerage commissions and charges MAA, in its absolute discretion,
may grant waivers to allow for optional cash payments in excess of $5,000 To fulfill its obligations under the DRSPP,
MAA may either issue additional shares of common stock or repurchase common stock in the open market MAA has
registered with the SEC the offer and sale of up to 9,600,000 shares of common stock pursuant to the DRSPP MAA
may elect to sell shares under the DRSPP at up to a 5% discount
Shares of common stock totaling 8,562 in 2015, 9,055 in 2014, and 10,924 in 2013 were acquired by shareholders
under the DRSPP MAA did not offer a discount for optional cash purchases in 2015, 2014 or 2013
At the Market Offering
On December 9, 2015, we entered into distribution agreements with JP Morgan Securities, LLC, BMO Capital
Markets Corp and KeyBanc Capital Markets Inc to sell up to an aggregate of 40 million shares of common stock,
from time-to-time in at-the-market offerings or negotiated transactions through controlled equity offering programs, or
ATMs As of December 31, 2015, there were 40 million shares remaining under the ATM program
During the years ended December 31, 2015 and 2014, MAA did not sell any shares of common stock under its
ATMs As of December 31, 2015, there were 40 million shares available for issuance under MAA’s ATMs
Stock Repurchase Plan
In 1999, MAA’s Board of Directors approved a stock repurchase plan to acquire up to a total of 40 million shares
of MAA’s common stock As of December 8, 2015, MAA had repurchased and retired approximately 19 million
shares of common stock for a cost of approximately $420 million at an average price per common share of $2254
No shares were repurchased in 2002 through 2015 under the plan On December 8, 2015, MAA’s Board of Directors
authorized us to repurchase up to 40 million shares of MAA common stock, which represented approximately 53% of
MAA’s common stock outstanding at the time of such authorization This December 2015 authorization replaced and
superseded the 1999 plan, under which approximately 21 million shares remained at the time of the December 2015
authorization No shares were repurchased from December 8, 2015 through December 31, 2015 under the current
authorization
Exercise of Stock Options
During the years ended December 31, 2015, 2014, and 2013 we issued 7,342 shares, 270,459 shares, and 110,715
shares, respectively, related to the exercise of stock options These exercises resulted in proceeds of $04 million, $122
million, and $62 million respectively
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11. PARTNERS’ CAPITAL OF MAALP
Operating Partnership Units
Interests in MAALP are represented by Operating Partnership Units, or OP Units As of December 31, 2015, there
were 79,571,567 OP Units outstanding, 75,408,571 or 948% of which were owned by MAA, MAALP’s general partner
The remaining 4,162,996 OP Units were owned by non-affiliated limited partners, or Class A Limited Partners As of
December 31, 2014, there were 79,458,827 OP Units outstanding, 75,267,675 or 947% of which were owned by MAA
and 4,191,152 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 the Operating Partnership subject to the restrictions specifically contained within the Partnership
Agreement Unless otherwise stated in the Partnership Agreement of MAALP, 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 the Operating Partnership’s assets;
and distribution of Operating Partnership 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 if the
general partner remains in supervision of the designee
Under the Partnership Agreement, the Operating Partnership may issue Class A Units and Class B Units Class A
Units may only be held by limited partners who are not affiliated with MAA, in its capacity as general partner of
the Operating Partnership, while Class B Units may only be held by MAA, in its capacity as general partner of the
Operating Partnership, and as of December 31, 2015, a total of 4,162,996 Class A Units in the Operating Partnership
were held by limited partners unaffiliated with MAA, while a total of 75,408,571 Class B Units were held by MAA
In general, the limited partners do not have the power to participate in the management or control of the Operating
Partnership’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
Units is also limited by the Partnership Agreement
Net income is allocated to the general partner and limited partners based on their respective ownership percentages
of the Operating Partnership Issuance or redemption of additional Class A Units or Class B Units changes the relative
ownership percentage of the partners The issuance of Class B Units generally occurs when MAA issues common
stock and the proceeds from that issuance are contributed to the Operating Partnership 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, the Operating Partnership generally redeems an equal number of
Class B 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 the Operating
Partnership Holders of the Class A Units may require MAA to redeem their Class A Units, in which case MAA may,
at its option, pay the redemption price either in cash (in an amount per Class A Unit equal, in general, to the average
closing price of MAA’s common stock on the New York Stock Exchange 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 Unit so redeemed
At December 31, 2015, a total of 4,162,996 Class A Units were outstanding and redeemable for 4,162,996 shares of
MAA common stock, with an approximate value of $378,041,667, based on the closing price of MAA’s common stock
on December 31, 2015 of $9081 per share At December 31, 2014, a total of 4,191,152 Class A Units were outstanding
and redeemable for 4,191,152 shares of MAA common stock, with an approximate value of $312,995,231, based on the
closing price of MAA’s common stock on December 31, 2014 of $7468 per share
The Operating Partnership pays the same per unit distribution in respect to the OP Units as the per share dividend
MAA pays in respect to its common and preferred stock
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PAGE NO. F-45
OPERATOR ABIGAELS
12. EMPLOYEE BENEFIT PLANS
Following are details of employee benefit plans not previously discussed in Note 5 (Stock Based Compensation)
401(k) Savings Plan
MAA’s 401(k) Savings Plan, or 401(k) Plan, is a defined contribution plan that satisfies the requirements of
Section 401(a) and 401(k) of the Code MAA’s Board of Directors has the discretion to approve matching contributions
MAA’s contributions to this plan were approximately $10 million, $09 million and $07 million for the years ended
December 31, 2015, 2014 and 2013, respectively
Non-Qualified Deferred Compensation Retirement Plan
MAA has adopted a non-qualified deferred compensation retirement plan for key employees who are not qualified
for participation in MAA’s 401(k) Plan Under the terms of the plan, employees may elect to defer a percentage of their
compensation and MAA may, but is not obligated to, match a portion of their salary deferral MAA’s match to this plan
for the years ended December 31, 2015, 2014 and 2013 was approximately $106,000, $82,000 and $46,000, respectively
Non-Qualified Deferred Compensation Plan for Outside Company Directors
In 1998, MAA established the Non-Qualified Deferred Compensation Plan for Outside Company Directors, or
the Directors Deferred Compensation Plan, which allows non-employee directors to defer their director fees by having
the fees held by MAA as shares of MAA’s common stock Directors can also choose to have their annual restricted
stock grants issued into the Directors Deferred Compensation Plan Amounts deferred through the Directors Deferred
Compensation Plan are distributed to the directors in two annual installments beginning in the first 90 days of the year
following the director’s departure from the board Participating directors may choose to have the amount issued to them
in shares of MAA’s common stock or paid to them as cash at the market value of MAA’s common stock as of the end
of the year the director ceases to serve on the board
For the years ended December 31, 2015, 2014 and 2013, directors deferred 8,466 shares, 9,415 shares and
7,173 shares of common stock, respectively, with weighted-average grant date fair values of $7862, $7063 and $6677,
respectively, into the Directors Deferred Compensation Plan
The shares of common stock held in the Directors Deferred Compensation Plan are classified outside of permanent
equity in redeemable stock with changes in redemption amount recorded immediately to retained earnings because
the directors have redemption rights not solely within the control of MAA Additionally, any shares that become
mandatorily redeemable because a departed director has elected to receive a cash payout are recorded as a liability
MAA did not record a liability related to mandatorily redeemable shares for the years ended December 31, 2015,
2014 and 2013
Employee Stock Ownership Plan
MAA’s Employee Stock Ownership Plan, or ESOP, is a non-contributory stock bonus plan that satisfies the
requirements of Section 401(a) of the Code Each of our employees is eligible to participate in the ESOP after completing
one year of service Participants’ ESOP accounts will be 100% vested after three years of continuous service, with no
vesting prior to that time MAA contributed 22,500 shares of common stock to the ESOP upon conclusion of the initial
offering The Company did not contribute to the ESOP during 2015, 2014 or 2013 As of December 31, 2015, there were
155,309 shares outstanding with a fair value of $141 million
13. LEGAL PROCEEDINGS
We, along with multiple other parties, are named defendants in two lawsuits arising out of alleged construction
deficiencies with respect to condominium units at Regatta at James Island in Charleston, South Carolina The Regatta
at James Island property was developed and constructed by certain of Colonial’s subsidiaries prior to the Merger
The condominiums were constructed in 2006 and all 212 units were sold The lawsuits, one filed on behalf of the
condominium homeowners association and one filed by three of the unit owners (purportedly on behalf of all unit
owners), were filed in South Carolina state court (Charleston County) in August 2012, against various parties involved
in the development and construction of the Regatta at James Island property, including the contractors, subcontractors,
architect, developer, and product manufacturers The plaintiffs are seeking damages resulting primarily from alleged
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construction deficiencies, but the amount the plaintiffs seek to recover has not been disclosed The lawsuits are
currently in discovery We are continuing to investigate the matter and evaluate our options and intend to vigorously
defend ourself against these claims No assurance can be given that the matter will be resolved favorably to us We
have included in our loss contingency an estimate of probable loss in connection with this matter, but currently cannot
reasonably estimate any further possible loss, or any range of reasonably possible loss, in connection with this matter
In addition, we are 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 currently believes the final outcome of such matters will not have a material adverse effect on
the financial position, results of operations or cash flows of the Company
Loss Contingencies
See discussion of our accounting for loss contingencies in Note 1 (Organization and Summary of Significant
Accounting Polices) As of December 31, 2015 and December 31, 2014, the Company’s accrual for loss contingencies
was $135 million and $123 million in the aggregate, respectively
14. RELATED PARTY TRANSACTIONS
At various times throughout the years ended December 31, 2014 and 2013, the Company managed the operations
of certain joint venture apartment communities for a fee of 400% to 425% of the revenues of the joint venture,
pursuant to management contracts with the Company’s joint ventures The Company received $154,000 and $647,000
as management fees from the joint ventures for the years ended December 31, 2014 and 2013, respectively, as compared
to none for the year ended December 31, 2015 The Company also received approximately $19,000 and $93,000 in
asset management fees for the years ended December 31, 2014 and 2013, respectively, as compared to none for the year
ended December 31, 2015 The Company had receivables from joint ventures totaling $15,000, and $1,800,000, as of
December 31, 2014 and 2013, respectively, as compared to no receivables from joint ventures at December 31, 2015
In addition to management contracts with joint ventures, the Company also receives advertising fees from a
related party insurance company, Colonial Insurance Agency These fees are received for allowing Colonial Insurance
Agency to sell renter’s insurance at some of the Company’s multifamily properties This agreement expired during
2015 The Company received approximately $154,000, $300,000, and $70,000 as advertising revenue for the years
ended December 31, 2015, 2014 and 2013, respectively
All cash management of the Company is managed by the Operating Partnership In general, cash receipts are
remitted to the Operating Partnership and all cash disbursements are funded by the Operating Partnership As a result
of these transactions, the Operating Partnership had a payable to its General Partner (MAA) of $19,000 at each of the
years ended December 31, 2015, 2014, and 2013 The Partnership Agreement does not require that this due to/due from
be settled in cash until liquidation of the Operating Partnership and therefore there is no regular settlement schedule
for these amounts
15. EARNINGS FROM DISCONTINUED OPERATIONS
In April 2014, the FASB issued ASU No 2014-08, Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity We adopted ASU 2014-08 during the period ending March 31, 2014 Due to the
early adoption of ASU 2014-08, we did not classify Brookwood Mall, Colonial Village at North Arlington, Colonial
Village at Vista Ridge, Greenbrook, Colonial Village at Inverness, Colonial Village at Charleston Place, Colonial
Village at Huntleigh Woods, Colonial Village at Ashford Place or Colonial Promenade Huntsville, which were sold
during 2014, as discontinued operations We also did not classify Vistas, Austin Chase, Fairways at Hartland, Fountain
Lake, Post House Jackson, Post House North, Woodwinds, Oaks, Woods of Post House, Bradford Pointe, Huntington
Chase, Westbury Creek, Colony at South Park, Paddock Park, Anatole, Bradford Chase, Sutton Place, Southland
Station, Colonial Promenade Craft Farms, Colonial Grand Wilmington, Savannah Creek, or Whisperwood, which
were sold during 2015, as discontinued operations
As part of the Merger on October 1, 2013, we acquired the Nord du Lac commercial property Starting on October 1,
2013, the criteria for classifying this property as held for sale were met and as a result the assets and liabilities for this
property were presented as held for sale in the Condensed Consolidated Balance Sheets, and the results of operations
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were included within discontinued operations in the Condensed Consolidated Statement of Operations for all periods
presented through the period ended March 31, 2015 Additionally, we ceased recording depreciation and amortization
following the held for sale designation On May 29, 2015, after several amendments to the original sale agreement
extending the closing date, the buyer elected not to purchase the property and consequently, the Nord Du Lac property
no longer met the criteria to be classified as held for sale as of June 30, 2015 Approximately $341 million of real estate
assets that were classified as held for sale as of March 31, 2015 was reclassified to held for use as of June 30, 2015,
and included in the applicable line items in the accompanying Consolidated Balance Sheets We also reclassified the
balances in the Consolidated Balance Sheets as of December 31, 2014 We measured the property to be reclassified at
the lower of (1) its carrying value before being classified as held for sale, adjusted for any depreciation and amortization
expense that would have been recognized had the asset been continuously classified as held for use or (2) its fair
value at the date of the subsequent decision not to sell As a result of this reclassification, we recorded an additional
$23 million of depreciation and amortization expense during the three months ended June 30, 2015, which represents
the depreciation and amortization expense on the Nord du Lac property that would have been recognized had the
property been continuously classified as held for use Additionally, the related results of operations previously recorded
in discontinued operations have been included in the applicable line items of continuing operations in the accompanying
Consolidated Statements of Operations for all periods presented, and thus are not presented in discontinued operations
in the tables below
One of the ten properties that we sold during 2014, Willow Creek, as well as all nine properties sold during
2013 have been classified as discontinued operations in the accompanying Consolidated Statements of Operations
Willow Creek is included in discontinued operations because it had been designated as held for sale and was shown in
discontinued operations as of December 31, 2013, and thus was not subject to ASU 2014-08
As a result of the adoption of ASU No 2014-08, the Company did not report any discontinued operations for the
year ended December 31, 2015 The following is a summary of income from continuing and discontinued operations
attributable to MAA and noncontrolling interest for the years ended December 31, 2015, 2014 and 2013 (dollars
in thousands):
Income from continuing operations:
Attributable to MAA
Attributable to noncontrolling interest
Income from continuing operations
$332,287
18,458
$350,745
$142,933
8,013
$150,946
$36,539
1,153
$37,692
2015
2014
2013
Income from discontinued operations:
Attributable to MAA
Attributable to noncontrolling interest
Income from discontinued operations
$
$
— $
—
— $
5,047
284
5,331
$78,742
2,845
$81,587
The following is a summary of earnings from discontinued operations for MAA for the years ended December 31,
2014 and 2013 (dollars in thousands):
Revenues:
Rental revenues
Other revenues
Total revenues
$
Expenses:
Property operating expenses
Depreciation and amortization
Interest expense
Total expenses
Income from discontinued operations before gain on sale
2014
2013
75
10
85
74
42
32
148
(63)
$12,499
1,189
13,688
5,886
2,716
436
9,038
4,650
Net gain on insurance and other settlement proceeds on discontinued operations
Gain on sale of discontinued operations
Income from discontinued operations
—
5,394
$5,331
93
76,844
$81,587
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The following is a summary of earnings from discontinued operations for MAALP for the years ended
December 31, 2014 and 2013 (dollars in thousands):
Revenues:
Rental revenues
Other revenues
Total revenues
$
Expenses:
Property operating expenses
Depreciation and amortization
Interest expense
Total expenses
Income from discontinued operations before gain on sale
2014
2013
75
10
85
74
42
32
148
(63)
$ 11,446
1,099
12,545
5,390
2,480
436
8,306
4,239
Net gain on insurance and other settlement proceeds on discontinued operations
Gain on sale of discontinued operations
Income from discontinued operations
—
5,394
$5,331
93
65,520
$69,852
16. SEGMENT INFORMATION
As of December 31, 2015, we owned or had an ownership interest in 254 multifamily apartment communities in 15
different states from which we derived all significant sources of earnings and operating cash flows Senior management
evaluates performance and determines resource allocations of each of our apartment communities on a Large Market
Same Store, Secondary Market 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 our apartment communities
generally has similar economic characteristics, facilities, services, and tenants The following are the three reportable
operating segments for MAA and the Operating Partnership:
•
•
Large market same store communities are generally communities in markets with a population of at least
1 million and at least 1% of the total public multifamily REIT units that we have owned and have been
stabilized for at least a full 12 months
Secondary market same store communities are generally communities in markets with populations of more
than 1 million but less than 1% of the total public multifamily REIT units or markets with populations of
less than 1 million that we have owned and have been stabilized for at least a full 12 months
• Non same store communities and other includes recent acquisitions, communities in development or
lease-up, communities that have been identified for disposition, and communities that have undergone a
significant casualty loss Also included in non same store communities are non multifamily activities which
represent less than 1% of our portfolio
On the first day of each calendar year, we determine the composition of our same store operating segments for that
year as well as adjusting the previous year, which allows us to evaluate full period-over-period operating comparisons
Properties in development or lease-up will be added to the same store portfolio on the first day of the calendar year
after they have been owned and stabilized for at least a full 12 months Communities are considered stabilized after
achieving 90% occupancy for 90 days Communities that have been identified for disposition are excluded from our
same store portfolio
We utilize net operating income, or NOI, in evaluating the performance of the 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 We believe NOI is a helpful tool in evaluating the
operating performance of our segments because it measures the core operations of property performance by excluding
corporate level expenses and other items not related to property operating performance
A redevelopment community is a community with a specific plan in place to upgrade at least half of the
community’s units over a period of time with new finishes, fixtures, and appliances, among other upgrades These
plans include spending a pre-defined amount of capital per unit to achieve a rent increase as a result of the upgrades We
separately identify redevelopment communities that would cause a material distortion of normal same store operating
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results Routine renovations occur at a property as items need to be replaced as a normal part of operations and is
done with an expectation to maintain the current level of quality at the property There is no specified plan in place for
routine renovations
Revenues and NOI for each reportable segment for the years ended December 31, 2015, 2014 and 2013 were as
follows (dollars in thousands):
Revenues
Large Market Same Store
Secondary Market Same Store
Non-Same Store and Other
Total property revenues
Management fee income
Total operating revenues
NOI
Large Market Same Store
Secondary Market Same Store
Non-Same Store and Other
Total NOI
Discontinued operations NOI included above
Management fee income
Depreciation and amortization
Acquisition expense
Property management expense
General and administrative expense
Merger related expenses
Integration costs
Interest and other non-property (expense) income
Interest expense
Loss on debt extinguishment/modification
Net casualty (loss) gain after insurance and other settlement proceeds
Gain on sale of depreciable real estate assets excluded from
discontinued operations
Income tax expense
Gain on sale of non-depreciable real estate assets
(Loss) gain from real estate joint ventures
Discontinued operations
Net income attributable to noncontrolling interests
Net income available to MAA common shareholders
2015
2014
2013(1)
$ 553,038
310,281
128,859
992,178
154
$ 992,332
—
$ 587,896
324,771
130,112
1,042,779
$1,042,779
$ 361,285
200,989
79,860
642,134
$ 334,255
190,348
74,211
598,814
16
154
(301,812)
(2,388)
(32,095)
(20,909)
(3,152)
(8,395)
770
(123,953)
(2,586)
(476)
42,649
(2,050)
350
6,009
5,331
(8,297)
$ 147,980
—
—
(294,520)
(2,777)
(30,990)
(25,716)
(368)
(122,344)
(3,602)
473
—
—
189,958
(1,673)
172
(2)
—
(18,458)
$ 332,287
$ 241,194
242,464
151,185
634,843
647
$ 635,490
$ 142,988
147,607
98,417
389,012
(7,802)
647
(186,979)
(1,393)
(23,083)
(15,569)
(32,403)
(5,102)
466
(78,978)
(426)
(143)
—
(893)
—
338
81,587
(3,998)
$ 115,281
(1) The 2013 column shows the segment break down based on the 2014 same store portfolios A comparison using the
2015 same store portfolio would not be comparative due to the nature of the classifications
Assets for each reportable segment as of December 31, 2015 and 2014 were as follows (dollars in thousands):
Assets
Large Market Same Store
Secondary Market Same Store
Non-Same Store and Other
Corporate assets
Total assets
$3,768,455
1,661,956
1,344,833
72,537
$6,847,781
$ 3,867,457
1,708,389
1,189,682
56,250
$ 6,821,778
December 31,
2015
December 31,
2014
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17. REAL ESTATE ACQUISITIONS AND DISPOSITIONS
The following chart shows our acquisition activity for the year ended December 31, 2015:
Community
Location
River’s Walk (4 outparcels) Charleston, South Carolina
Residences at Burlington Creek Kansas City, Missouri-
Units/Acres
25 acres
Date Acquired
Q1/Q2 2015 - various
Kansas MSA
SkySong Scottsdale, Arizona
Retreat at West Creek Richmond, Virginia
Radius Norfolk/Hampton/Virginia
Beach, Virginia MSA
Haven at Prairie Trace Kansas City, Missouri-
Retreat at West Creek II Richmond, Virginia
Cityscape at Market Center II Dallas, Texas
The Denton Kansas City, Missouri-
Kansas MSA
298
325
254
252
January 15, 2015
June 11, 2015
June 15, 2015
July 28, 2015
280
44 acres
318
July 30, 2015
October 14, 2015
November 19, 2015
Kansas MSA
55
December 17, 2015
The Denton II Kansas City, Missouri-
Kansas MSA
451 acres
December 17, 2015
The following chart shows our disposition activity for the year ended December 31, 2015:
Community
Location
Vistas Macon, Georgia
Austin Chase Macon, Georgia
Fairways at Hartland Bowling Green, Kentucky
Fountain Lake Brunswick, Georgia
Westbury Creek Augusta, Georgia
Woodwinds Aiken, South Carolina
Colony at South Park Aiken, South Carolina
Bradford Pointe Augusta, Georgia
Colonial Promenade Craft Farms Gulf Shores, Alabama
Colonial Promenade Craft Farms outparcel Gulf Shores, Alabama
Anatole Daytona Beach, Florida
Oaks Jackson, Tennessee
Post House Jackson Jackson, Tennessee
Woods of Post House Jackson, Tennessee
Post House North Jackson, Tennessee
Bradford Chase Jackson, Tennessee
Sutton Place Memphis, Tennessee MSA
Southland Station Warner Robbins, Georgia
Huntington Chase Warner Robbins, Georgia
Paddock Park Ocala, Florida
Colonial Grand Wilmington Wilmington, North Carolina
Savannah Creek Memphis, Tennessee MSA
Whisperwood Columbus, Georgia
Units/Sq. Ft./
Acres
144
256
240
113
120
144
184
192
67,735 sq ft
023 acres
208
100
150
122
145
148
253
304
200
480
390
204
1,008
Date Sold
February 26, 2015
February 26, 2015
February 26, 2015
March 25, 2015
April 1, 2015
April 1, 2015
April 1, 2015
April 1, 2015
April 28, 2015
April 28, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
April 29, 2015
July 1, 2015
July 1, 2015
July 1, 2015
18. SUBSEQUENT EVENTS
Financing
On February 1, 2016, we paid off the $135 million remaining principal balance of the mortgage on the Colonial
Village at Matthews apartment community
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19.
SELECTED QUARTERLY FINANCIAL INFORMATION OF MID-AMERICA APARTMENT
COMMUNITIES, INC. (UNAUDITED)
(Dollars in thousands except per share data)
Total operating revenues
Income from continuing operations before
non-operating items
Interest expense
Gain (loss) from real estate joint ventures
Discontinued operations:
Income from discontinued operations before
Year Ended December 31, 2015
First
$258,552
Second
$258,891
Third
$261,998
Fourth
$263,337
$ 69,393
$ (30,848)(1)
$
19
$ 68,837
$ (30,433)(1)
$
(23)
$ 73,138
$ (30,229)(1)
$
(1)
$ 76,763
$ (30,834)(1)
$
3
gain (loss) on sale
Gain on sale of discontinued operations
Consolidated net income
Net income attributable to noncontrolling interest
Net income available for MAA common shareholders
—
$
$
—
$ 64,677
3,410
$
$ 61,267
—
$
$
—
$143,873
7,574
$
$136,299
—
$
$
—
$ 96,828
5,094
$
$ 91,734
—
$
$
—
$ 45,367
2,380
$
$ 42,987
Per share:
Net income available per common share - basic
Net income available per common share - diluted
Dividend paid
$
$
$
081
081
077
$
$
$
181
181
077
$
$
$
122
122
077
$
$
$
057
057
077
Total operating revenues
Income from continuing operations before
non-operating items
Interest expense
(Loss) gain from real estate joint ventures
Discontinued operations:
Loss from discontinued operations before
Year Ended December 31, 2014
First
$244,234
Second
$245,305
Third
$249,574
Fourth
$253,219
$ 39,311
$ (31,987)(1)
$
(24)
$ 58,092
$ (31,337)(1)
2,919
$
$ 64,039
$ (29,251)(1)
3,124
$
$ 68,791
$ (31,378)(1)
$
(10)
gain on sale
Gain on sale of discontinued operations
Consolidated net income
Net income attributable to noncontrolling interest
Net income available for MAA common shareholders
(47)
$
$
5,481
$ 15,714
$
848
$ 14,866
(4)
$
$
—
$ 33,386
$
1,773
$ 31,613
(8)
$
$
(103)
$ 70,719
$
3,743
$ 66,976
(4)
$
$
16
$ 36,458
$
1,933
$ 34,525
Per share:
Net income available per common share - basic
Net income available per common share - diluted
Dividend paid
$
$
$
020
020
073
$
$
$
042
042
073
$
$
$
089
089
073
$
$
$
046
046
073
(1)
Includes Amortization of Deferred Financing Costs, previously presented separately
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20.
SELECTED QUARTERLY FINANCIAL INFORMATION OF MID-AMERICA APARTMENTS,
L.P. (UNAUDITED)
(Dollars in thousands except per unit data)
Total operating revenues
Income from continuing operations before
non-operating items
Interest expense
Gain (loss) from real estate joint ventures
Discontinued operations:
Income from discontinued operations before
Year Ended December 31, 2015
First
$258,552
Second
$258,891
Third
$261,998
Fourth
$263,337
$ 69,393
$ (30,848)(1)
$
19
$ 68,837
$ (30,433)(1)
$
(23)
$ 73,138
$ (30,229)(1)
$
(1)
$ 76,763
$ (30,834)(1)
$
3
gain (loss) on sale
Gain on sale of discontinued operations
Net income available for common unitholders
—
$
$
—
$ 64,677
—
$
$
—
$143,873
—
$
$
—
$ 96,828
—
$
$
—
$ 45,367
Per unit:
Net income available per common unit - basic
Net income available per common unit - diluted
Distribution paid
Total operating revenues
Income from continuing operations before
non-operating items
Interest expense
(Loss) gain from real estate joint ventures
Discontinued operations:
Loss from discontinued operations before gain
$
$
$
081
081
077
$
$
$
181
181
077
$
$
$
122
122
077
$
$
$
057
057
077
Year Ended December 31, 2014
First
$244,234
Second
$245,305
Third
$249,574
Fourth
$253,219
$ 39,311
$ (31,987)(1)
$
(24)
$ 58,092
$ (31,337)(1)
2,919
$
$ 64,039
$ (29,251)(1)
3,124
$
$ 68,791
$ (31,378)(1)
$
(10)
on sale
Gain on sale of discontinued operations
Net income available for common unitholders
$
(47)
5,481
$
$ 15,714
$
(4)
—
$
$ 33,386
$
(8)
(103)
$
$ 70,719
$
(4)
16
$
$ 36,458
Per unit:
Net income available per common unit - basic
Net income available per common unit - diluted
Distribution paid
$
$
$
020
020
073
$
$
$
042
042
073
$
$
$
089
089
073
$
$
$
046
046
073
(1)
Includes Amortization of Deferred Financing Costs, previously presented separately
F-52
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
$
2,640 $
28,842 $ — $
848 $
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
29,690
$
Land
2,640
Total
Accumulated
Depreciation
$
32,330 $
(4,487) $
Date of
Construction
2009
Net
27,843
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
F
-
5
3
Birchall at Ross Bridge � � � � � � Birmingham, AL
Colonial Grand at
Riverchase Trails � � � � � � � � Birmingham, AL
Colonial Village at
Trussville � � � � � � � � � � � � � � Birmingham, AL
Eagle Ridge � � � � � � � � � � � � � � � Birmingham, AL
Colonial Grand at
Traditions � � � � � � � � � � � � � � Gulf Shores, AL
Abbington Place � � � � � � � � � � � � Huntsville, AL
Colonial Grand at
Edgewater � � � � � � � � � � � � � Huntsville, AL
Paddock Club Huntsville � � � � � Huntsville, AL
Colonial Grand at Madison � � � � Madison, AL
Paddock Club Montgomery � � � � Montgomery, AL
Cypress Village � � � � � � � � � � � � Orange Beach, AL
Colonial Grand at
Liberty Park � � � � � � � � � � � � Vestavia Hills, AL
Edge at Lyon’s Gate � � � � � � � � � Phoenix, AZ
Sky View Ranch � � � � � � � � � � � � Gilbert, AZ
Talus Ranch � � � � � � � � � � � � � � � Phoenix, AZ
Colonial Grand at
Inverness Commons � � � � � Mesa, AZ
Colonial Grand at
Scottsdale � � � � � � � � � � � � � Scottsdale, AZ
Colonial Grand at
OldTown Scottsdale � � � � � Scottsdale, AZ
SkySong � � � � � � � � � � � � � � � � � � Scottsdale, AZ
Calais Forest � � � � � � � � � � � � � � � Little Rock, AR
Napa Valley � � � � � � � � � � � � � � � Little Rock, AR
Palisades at Chenal Valley � � � � Little Rock, AR
Ridge at Chenal Valley � � � � � � � Little Rock, AR
Westside Creek I & II � � � � � � � � Little Rock, AR
—
—
—
—(1)
—
—
27,722
—
22,500
—
—
17,823
—
—
—
—
—
—
—
—
—
—
—
—
3,761
22,079
3,402
851
3,211
524
4,943
909
3,601
965
1,290
3,922
7,901
2,668
12,741
31,813
7,667
25,162
4,724
38,673
10,152
28,934
13,190
12,238
30,977
27,182
14,577
47,701
4,219
26,255
3,612
20,273
7,820
—
1,026
960
2,560
2,626
1,271
51,627
55,748
9,244
8,642
25,234
—
11,463
—
—
—
—
—
—
830
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,575
3,761
23,654
27,415
(2,574)
24,841
2010
1 - 40
1,295
4,376
1,228
3,047
3,412
14,197
718
2,050
468
2,291
1,632
1,461
2,046
3,402
851
3,211
524
4,943
1,739
3,601
965
1,290
3,922
7,901
2,668
12,741
33,108
12,043
26,390
7,771
42,085
24,349
29,652
15,240
12,706
33,268
28,814
16,038
49,747
36,510
12,894
29,601
8,295
47,028
26,088
33,253
16,205
13,996
37,190
36,715
18,706
62,488
(3,267)
(7,454)
(2,834)
(4,901)
(3,792)
(13,330)
(3,053)
(7,316)
(1,267)
(3,279)
(7,460)
(3,737)
(15,984)
33,243
5,440
26,767
3,394
43,236
12,758
30,200
8,889
12,729
33,911
29,255
14,969
46,504
1996/97
1986
2007
1987
1990
1993
2000
1999
2008
2000
2007
2007
2005
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
929
4,219
27,184
31,403
(2,661)
28,742
2001
1 - 40
1,344
3,612
21,617
25,229
(2,099)
23,130
1999
1 - 40
2,664
296
8,401
5,247
2,266
26,917
8,286
7,820
—
1,026
960
2,560
2,626
1,271
54,291
56,044
17,645
13,889
27,500
26,917
19,749
62,111
56,044
18,671
14,849
30,060
29,543
21,020
(5,141)
(834)
(11,296)
(8,670)
(3,962)
(2,375)
(11,414)
56,970
55,210
7,375
6,179
26,098
27,168
9,606
2001
2014
1987
1984
2006
2012
1984/86
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
J
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B
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
F
-
5
4
Tiffany Oaks � � � � � � � � � � � � � � � Altamonte Springs, FL
Indigo Point � � � � � � � � � � � � � � � Brandon, FL
Paddock Club Brandon� � � � � � � Brandon, FL
Colonial Grand at
Lakewood Ranch � � � � � � � � Bradenton, FL
Preserve at Coral Square � � � � � Coral Springs, FL
Paddock Club Gainesville � � � � Gainesville, FL
The Retreat at
Magnolia Park � � � � � � � � � � Gainesville, FL
Colonial Grand at
Heathrow � � � � � � � � � � � � � � Heathrow, FL
220 Riverside � � � � � � � � � � � � � � Jacksonville, FL
Atlantic Crossing � � � � � � � � � � � Jacksonville, FL
Cooper’s Hawk � � � � � � � � � � � � � Jacksonville, FL
Hunter’s Ridge at
Deerwood � � � � � � � � � � � � � Jacksonville, FL
Lakeside � � � � � � � � � � � � � � � � � � Jacksonville, FL
Lighthouse at Fleming
Island � � � � � � � � � � � � � � � � � Jacksonville, FL
Paddock Club Mandarin � � � � � Jacksonville, FL
St� Augustine � � � � � � � � � � � � � � Jacksonville, FL
St� Augustine II � � � � � � � � � � � � Jacksonville, FL
Tattersall at Tapestry Park � � � � Jacksonville, FL
Woodhollow � � � � � � � � � � � � � � � Jacksonville, FL
Paddock Club Lakeland � � � � � � Lakeland, FL
Colonial Grand at
—(1)
—(1)
—
—
—
—
—
20,594
—
—
—
—
—
—(1)
—
—
—
—
—(1)
—
Colonial Grand at Town
Park Reserve � � � � � � � � � � � Lake Mary, FL
Colonial Grand at
Lake Mary � � � � � � � � � � � � � Lake Mary, FL
CG at Lake Mary III � � � � � � � � � Lake Mary, FL
Retreat at Lake Nona � � � � � � � � Orlando, FL
—
—
—
—
Initial Cost
Buildings
and
Fixtures
9,219
10,500
26,111
40,230
40,004
15,879
1,024
1,167
2,896
2,980
9,600
1,800
2,040
16,338
4,101
2,500
4,000
854
1,533
1,430
4,047
1,411
2,857
—
6,417
1,686
2,254
35,684
—
19,495
7,500
13,835
12,883
35,052
14,967
6,475
—
36,069
15,179
20,452
3,481
10,311
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(8)
(1,033)
—
—
Town Park � � � � � � � � � � � � � Lake Mary, FL
32,938
5,742
56,562
Costs Capitalized
subsequent to
Acquisition
Buildings
and
Fixtures
6,163
3,754
5,688
Land
—
—
—
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
15,382
14,254
31,799
1,024
1,167
2,896
Land
1,697
9,188
4,347
2,980
9,600
1,800
41,927
49,192
20,226
Total
16,406
15,421
34,695
44,907
58,792
22,026
Accumulated
Depreciation
(10,400)
(8,157)
(17,936)
(3,952)
(19,518)
(8,509)
Net
6,006
7,264
16,759
40,955
39,274
13,517
Date of
Construction
1985
1989
1998
1999
1996
1999
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
406
2,040
16,744
18,784
(2,688)
16,096
2009
1 - 40
1,427
40,145
1,246
3,950
6,864
9,977
5,487
2,961
7,585
13,394
611
10,222
8,836
4,101
2,500
4,000
854
1,533
1,430
4,047
1,411
2,857
—
6,417
1,678
1,221
37,111
40,145
20,741
11,450
20,699
22,860
40,539
17,928
14,060
13,394
36,680
25,401
29,288
41,212
42,645
24,741
12,304
22,232
24,290
44,586
19,339
16,917
13,394
43,097
27,079
30,509
(3,675)
(342)
(3,496)
(7,899)
(12,756)
(16,129)
(17,354)
(8,503)
(9,973)
(2,373)
(5,716)
(16,371)
(17,958)
37,537
42,303
21,245
4,405
9,476
8,161
27,232
10,836
6,944
11,021
37,381
10,708
12,551
1997
2015
2008
1987
1987
1985
2003
1998
1987
2008
2009
1986
1988/90
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1,614
5,742
58,176
63,918
(5,985)
57,933
2005
1 - 40
188
3,481
10,499
13,980
(1,102)
12,878
2004
1 - 40
3,780
1,306
7,880
33,543
7,996
41,175
1,260
—
—
12,061
10,691
2,096
5,040
1,306
7,880
45,604
18,687
43,271
50,644
19,993
51,151
(4,134)
(703)
(5,133)
46,510
19,290
46,018
2012
2014
2006
1 - 40
1 - 40
1 - 40
J
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B
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
Colonial Grand at
Heather Glen � � � � � � � � � � � Orlando, FL
—
4,662
56,988
F
-
5
5
Colonial Grand at
Randal Lakes � � � � � � � � � � � Orlando, FL
Park Crest at Innisbrook� � � � � � Palm Harbor, FL
The Club at Panama Beach � � � Panama City, FL
Colonial Village at
Twin Lakes � � � � � � � � � � � � Sanford, FL
Paddock Club Tallahassee � � � � Tallahassee, FL
Verandas at Southwood � � � � � � Tallahassee, FL
Belmere � � � � � � � � � � � � � � � � � � � Tampa, FL
Links at Carrollwood � � � � � � � � Tampa, FL
Village Oaks � � � � � � � � � � � � � � � Tampa, FL
Colonial Grand at
Hampton Preserve � � � � � � � Tampa, FL
Colonial Grand at
—
28,419
—
25,044
—
20,345
—(1)
—
—
—
5,659
6,900
898
3,091
530
3,600
852
817
2,738
50,553
26,613
14,276
47,793
4,805
25,914
7,667
7,355
19,055
6,233
69,535
Seven Oaks � � � � � � � � � � � � Wesley Chapel, FL
20,720
3,051
42,768
Colonial Grand at
Windermere � � � � � � � � � � � � Windermere, FL
Allure at Brookwood � � � � � � � � Atlanta, GA
Allure in Buckhead
Village Residential � � � � � � Atlanta, GA
Sanctuary at Oglethorpe � � � � � Atlanta, GA
Terraces at Fieldstone � � � � � � � � Conyers, GA
Prescott � � � � � � � � � � � � � � � � � � � Duluth, GA
Colonial Grand at
Berkeley Lake � � � � � � � � � � Duluth, GA
Colonial Grand at
—
—
—
—
—
—(2)
—
2,711
11,168
8,633
6,875
1,284
3,840
36,710
52,758
19,844
31,441
15,819
24,011
1,960
15,707
River Oaks � � � � � � � � � � � � � Duluth, GA
11,680
4,360
13,579
Colonial Grand at
River Plantation � � � � � � � � � Duluth, GA
Colonial Grand at
McDaniel Farm � � � � � � � � � Duluth, GA
—
—
2,059
19,158
3,985
32,206
—
—
—
(5)
—
950
—
—
110
153
—
—
—
—
—
—
—
—
—
—
—
—
2,403
4,662
59,391
64,053
(5,553)
58,500
2000
1 - 40
10,396
932
4,100
976
14,695
115
6,282
5,649
1,997
750
741
492
2,960
4,923
3,452
2,877
3,008
870
961
5,659
6,900
893
3,091
1,480
3,600
852
927
2,891
60,949
27,545
18,376
48,769
19,500
26,029
13,949
13,004
21,052
66,608
34,445
19,269
51,860
20,980
29,629
14,801
13,931
23,943
(2,926)
(6,576)
(9,512)
(4,824)
(11,784)
(1,260)
(9,790)
(8,014)
(5,296)
63,682
27,869
9,757
47,036
9,196
28,369
5,011
5,917
18,647
2013
2000
2000
2005
1992
2003
1984
1980
2005
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
6,233
70,285
76,518
(6,483)
70,035
2012
1 - 40
3,051
43,509
46,560
(4,045)
42,515
2004
1 - 40
2,711
11,168
8,633
6,875
1,284
3,840
37,202
55,718
24,767
34,893
18,696
27,019
39,913
66,886
33,400
41,768
19,980
30,859
(3,377)
(6,650)
(3,370)
(9,621)
(8,587)
(10,837)
36,536
60,236
30,030
32,147
11,393
20,022
2009
2008
2002
1994
1999
2001
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1,960
16,577
18,537
(1,896)
16,641
1998
1 - 40
4,360
14,540
18,900
(2,105)
16,795
1992
1 - 40
1,075
2,059
20,233
22,292
(2,301)
19,991
1994
1 - 40
1,816
3,985
34,022
38,007
(3,844)
34,163
1997
1 - 40
J
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B
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B
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3
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4
3
5
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
Colonial Grand at
Pleasant Hill � � � � � � � � � � � Duluth, GA
—
6,753
32,202
Colonial Grand at
Mount Vernon � � � � � � � � � � Dunwoody, GA
Lake Lanier Club I � � � � � � � � � � Gainesville, GA
Lake Lanier Club II � � � � � � � � � Gainesville, GA
Colonial Grand at Shiloh � � � � � Kennesaw, GA
Millstead Village � � � � � � � � � � � LaGrange, GA
Colonial Grand at
15,328
—
—(2)
30,454
—
6,861
3,560
3,150
4,864
3,100
23,748
22,611
18,383
45,893
29,240
Barrett Creek � � � � � � � � � � � Marietta, GA
19,257
5,661
26,186
Colonial Grand at
Godley Station � � � � � � � � � � Pooler, GA
12,777
1,800
35,454
F
-
5
6
Colonial Grand at
Godley Lake � � � � � � � � � � � Pooler, GA
Avala at Savannah Quarters � � � Savannah, GA
Georgetown Grove � � � � � � � � � � Savannah, GA
Colonial Grand at
Hammocks � � � � � � � � � � � � � Savannah, GA
Colonial Village at
Greentree � � � � � � � � � � � � � � Savannah, GA
Colonial Village at
Huntington � � � � � � � � � � � � � Savannah, GA
Colonial Village at
Marsh Cove � � � � � � � � � � � � Savannah, GA
Oaks at Wilmington Island � � � Savannah, GA
Highlands of West
Village I � � � � � � � � � � � � � � � Smyrna, GA
Highlands of West
Village II � � � � � � � � � � � � � � Smyrna, GA
Terraces at Townelake � � � � � � � Woodstock, GA
Haven at Praire Trace � � � � � � � � Overland Park, KS
Grand Reserve at Pinnacle � � � � Lexington, KY
—
—
—
—
—
—
—
—
1,750
1,500
1,288
30,893
24,862
11,579
2,441
36,863
1,710
10,494
2,521
8,223
5,231
2,910
8,555
25,315
41,075
9,052
43,395
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,960
6,753
34,162
40,915
(3,725)
37,190
1996
1 - 40
1,137
4,386
2,168
1,683
192
6,861
3,560
3,150
4,864
3,100
24,885
26,997
20,551
47,576
29,432
31,746
30,557
23,701
52,440
32,532
(2,327)
(10,294)
(7,717)
(4,874)
(2,998)
29,419
20,263
15,984
47,566
29,534
1997
1998
2001
2002
1998
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1,246
5,661
27,432
33,093
(3,171)
29,922
1999
1 - 40
1,344
1,800
36,798
38,598
(3,426)
35,172
2001
1 - 40
683
818
3,130
1,750
1,500
1,288
31,576
25,680
14,709
33,326
27,180
15,997
(3,124)
(4,130)
(8,776)
30,202
23,050
7,221
2008
2009
1997
1 - 40
1 - 40
1 - 40
1,630
2,441
38,493
40,934
(3,607)
37,327
1997
1 - 40
611
1,710
11,105
12,815
(1,377)
11,438
1984
1 - 40
300
2,521
8,523
11,044
(931)
10,113
1986
1 - 40
472
3,049
5,231
2,910
9,027
28,364
14,258
31,274
(1,161)
(9,317)
13,097
21,957
1983
1999
1 - 40
1 - 40
4,377
9,052
47,772
56,824
(1,897)
54,927
2006
1 - 40
—
—
—
—(1)
5,358
1,331
3,500
2,024
30,338
11,918
40,614
31,525
—
1,688
—
—
35
22,465
250
4,264
5,358
3,019
3,500
2,024
30,373
34,383
40,864
35,789
35,731
37,402
44,364
37,813
(1,196)
(18,398)
(434)
(15,170)
34,535
19,004
43,930
22,643
2012
1999
2015
2000
1 - 40
1 - 40
1 - 40
1 - 40
J
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3
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Encumbrances
Land
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Buildings
and
Fixtures
3,699
6,242
8,097
10,518
13,826
12,168
8,770
6,284
46,241
42,144
8,795
411
694
900
1,169
1,535
1,351
710
676
5,814
4,000
750
4,091
29,826
4,909
25,643
Land
—
—
—
—
—
—
138
—
—
—
—
—
—
Date of
Construction
Net
Land
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
6,312
9,967
13,147
20,567
19,574
21,223
17,507
9,245
46,993
411
694
900
1,169
1,535
1,351
848
676
5,814
Buildings
and
Fixtures
2,613
3,725
5,050
10,049
5,748
9,055
8,737
2,961
752
311
—
4,000
750
42,455
8,795
Total
6,723
10,661
14,047
21,736
21,109
22,574
18,355
9,921
52,807
46,455
9,545
Accumulated
Depreciation
(4,434)
(6,972)
(9,171)
(13,554)
(12,927)
(14,512)
(11,209)
(4,138)
(5,232)
(1,086)
—
2,289
3,689
4,876
8,182
8,182
8,062
7,146
5,783
47,575
45,369
9,545
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1986
1989
1989
1985
1989
1985
1986
1974
2010
2013/14
2014
1 - 40
1 - 40
633
4,091
30,459
34,550
(3,094)
31,456
2009
1 - 40
1,136
4,909
26,779
31,688
(2,806)
28,882
2007
1 - 40
7,491
900
4,000
4,780
1,240
34,863
8,099
20,250
22,342
52,119
—
—
—
4,832
1,241
963
5,352
3,235
23,562
12,432
7,491
900
4,000
9,612
2,481
35,826
13,451
23,485
45,904
64,551
43,317
14,351
27,485
55,516
67,032
(3,376)
(8,341)
(9,018)
(4,846)
(5,695)
39,941
6,010
18,467
50,670
61,337
2007
1988
1996
2010
2008
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
—
—(1)
—(1)
—
—
—
—
—
—
—
—
—
—
—
—(1)
—(2)
—
—
F
-
5
7
Property
Location
Lakepointe � � � � � � � � � � � � � � � � Lexington, KY
Mansion, The � � � � � � � � � � � � � � Lexington, KY
Village, The � � � � � � � � � � � � � � � Lexington, KY
Stonemill Village � � � � � � � � � � � Louisville, KY
Crosswinds � � � � � � � � � � � � � � � � Jackson, MS
Pear Orchard � � � � � � � � � � � � � � � Jackson, MS
Reflection Pointe � � � � � � � � � � � Jackson, MS
Lakeshore Landing � � � � � � � � � � Ridgeland, MS
Market Station � � � � � � � � � � � � � Kansas City, MO
Residences at
Burlington Creek � � � � � � � � Kansas City, MO
The Denton � � � � � � � � � � � � � � � � Kansas City, MO
Colonial Grand at
Desert Vista � � � � � � � � � � � � North Las Vegas, NV
Colonial Grand at
Palm Vista � � � � � � � � � � � � � North Las Vegas, NV
Colonial Village at
Beaver Creek � � � � � � � � � � � Apex, NC
Hermitage at Beechtree � � � � � � Cary, NC
Waterford Forest � � � � � � � � � � � � Cary, NC
1225 South Church I � � � � � � � � � Charlotte, NC
Colonial Grand at Ayrsley � � � � Charlotte, NC
Colonial Grand at
Beverly Crest � � � � � � � � � � � Charlotte, NC
Colonial Grand at
15,496
3,161
24,004
Legacy Park � � � � � � � � � � � � Charlotte, NC
—
2,891
28,272
Colonial Grand at
Mallard Creek � � � � � � � � � � Charlotte, NC
15,630
4,591
27,713
Colonial Grand at
Mallard Lake � � � � � � � � � � � Charlotte, NC
17,642
3,250
31,389
Colonial Grand at
University Center � � � � � � � Charlotte, NC
—
1,620
17,499
—
—
—
—
—
1,774
3,161
25,778
28,939
(2,412)
26,527
1996
1 - 40
1,007
2,891
29,279
32,170
(2,882)
29,288
2001
1 - 40
588
4,591
28,301
32,892
(2,840)
30,052
2005
1 - 40
1,518
3,250
32,907
36,157
(3,284)
32,873
1998
1 - 40
389
1,620
17,888
19,508
(1,663)
17,845
2005
1 - 40
J
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Colonial Reserve at
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
South End � � � � � � � � � � � � � Charlotte, NC
Colonial Village at
Chancellor Park � � � � � � � � � Charlotte, NC
Colonial Village at
—
—
4,628
44,282
5,311
28,016
Greystone � � � � � � � � � � � � � � Charlotte, NC
14,180
4,120
25,974
F
-
5
8
Colonial Village at
South Tryon � � � � � � � � � � � � Charlotte, NC
Colonial Village at
Stone Point � � � � � � � � � � � � � Charlotte, NC
Colonial Village at
Timber Crest � � � � � � � � � � � Charlotte, NC
Enclave � � � � � � � � � � � � � � � � � � � Charlotte, NC
Colonial Grand at
Cornelius � � � � � � � � � � � � � � Cornelius, NC
Colonial Grand at
—
—
—
—
—
2,260
19,489
2,141
11,564
2,901
1,461
17,192
18,984
4,571
29,151
Patterson Place � � � � � � � � � Durham, NC
15,361
2,590
27,126
Colonial Village at
Woodlake � � � � � � � � � � � � � � Durham, NC
Colonial Village at
Deerfield � � � � � � � � � � � � � � Durham, NC
Colonial Grand at
Research Park � � � � � � � � � � Durham, NC
Colonial Grand at
Autumn Park � � � � � � � � � � � Greensboro, NC
Colonial Grand at
—
—
—
—
2,741
17,686
3,271
15,609
4,201
37,682
4,182
26,214
Huntersville � � � � � � � � � � � � Huntersville, NC
14,843
4,251
31,948
Colonial Village at
Matthews � � � � � � � � � � � � � � Matthews, NC
13,587
3,071
21,830
Colonial Grand at
Matthews Commons � � � � � Matthews, NC
—
3,690
28,536
Colonial Grand at
Arringdon � � � � � � � � � � � � � Morrisville, NC
19,319
6,401
31,134
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,826
4,628
55,108
59,736
(2,474)
57,262
2013
1 - 40
1,681
5,311
29,697
35,008
(2,753)
32,255
1999
1 - 40
1,210
4,120
27,184
31,304
(2,467)
28,837
1998/2000
1 - 40
726
804
769
353
510
2,260
20,215
22,475
(1,998)
20,477
2002
1 - 40
2,141
12,368
14,509
(1,519)
12,990
1986
1 - 40
2,901
1,461
17,961
19,337
20,862
20,798
(1,642)
(1,607)
19,220
19,191
2000
2008
1 - 40
1 - 40
4,571
29,661
34,232
(3,049)
31,183
2009
1 - 40
1,174
2,590
28,300
30,890
(2,704)
28,186
1997
1 - 40
721
678
908
967
862
2,741
18,407
21,148
(1,927)
19,221
1996
1 - 40
3,271
16,287
19,558
(1,919)
17,639
1985
1 - 40
4,201
38,590
42,791
(3,865)
38,926
2002
1 - 40
4,182
27,181
31,363
(2,506)
28,857
2001/04
1 - 40
4,251
32,810
37,061
(3,255)
33,806
2008
1 - 40
2,508
3,071
24,338
27,409
(2,611)
24,798
2008
1 - 40
1,012
3,690
29,548
33,238
(2,818)
30,420
2008
1 - 40
931
6,401
32,065
38,466
(3,169)
35,297
2003
1 - 40
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
F
-
5
9
Property
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
Colonial Grand at
Brier Creek � � � � � � � � � � � � Raleigh, NC
25,490
7,372
50,202
Colonial Grand at
Brier Falls � � � � � � � � � � � � � Raleigh, NC
—
6,572
48,910
Colonial Grand at
Crabtree Valley � � � � � � � � � Raleigh, NC
Hue � � � � � � � � � � � � � � � � � � � � � � Raleigh, NC
Colonial Grand at
Trinity Commons � � � � � � � Raleigh, NC
Preserve at Brier Creek � � � � � � Raleigh, NC
Providence at Brier Creek � � � � Raleigh, NC
Corners, The � � � � � � � � � � � � � � � Winston-Salem, NC
Colonial Village at
Glen Eagles � � � � � � � � � � � � Winston-Salem, NC
Colonial Village at
Mill Creek � � � � � � � � � � � � � Winston-Salem, NC
Tanglewood � � � � � � � � � � � � � � � Anderson, SC
Colonial Grand at
Cypress Cove � � � � � � � � � � � Charleston, SC
Colonial Village at
Hampton Pointe � � � � � � � � � Charleston, SC
Colonial Grand at
Quarterdeck � � � � � � � � � � � � Charleston, SC
Colonial Village at
Westchase � � � � � � � � � � � � � Charleston, SC
River’s Walk � � � � � � � � � � � � � � � Charleston, SC
Fairways, The � � � � � � � � � � � � � � Columbia, SC
Paddock Club Columbia � � � � � � Columbia, SC
Colonial Village at
Windsor Place � � � � � � � � � � Goose Creek, SC
Highland Ridge � � � � � � � � � � � � Greenville, SC
Howell Commons � � � � � � � � � � � Greenville, SC
Paddock Club Greenville � � � � � Greenville, SC
10,532
—
29,725
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—(1)
—(1)
2,241
3,690
5,232
5,850
4,695
685
18,434
29,910
45,138
21,980
29,007
6,165
3,400
15,002
2,351
427
7,354
3,853
3,610
28,645
3,971
22,790
920
24,097
4,571
5,200
910
1,840
1,321
482
1,304
1,200
20,091
—
8,207
16,560
14,163
4,337
11,740
10,800
—
—
—
—
—
(19)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
867
747
925
1,550
1,477
24,178
1,424
3,453
7,372
51,069
58,441
(4,812)
53,629
2010
1 - 40
6,572
49,657
56,229
(4,611)
51,618
2008
1 - 40
2,241
3,690
5,232
5,831
4,695
685
19,359
31,460
46,615
46,158
30,431
9,618
21,600
35,150
51,847
51,989
35,126
10,303
(1,746)
(4,923)
(4,722)
(13,195)
(7,898)
(7,112)
19,854
30,227
47,125
38,794
27,228
3,191
1997
2009
2000/02
2004
2007
1982
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1,276
3,400
16,278
19,678
(1,649)
18,029
1990/2000
1 - 40
546
3,486
2,351
427
7,900
7,339
10,251
7,766
(876)
(5,175)
9,375
2,591
1984
1980
1 - 40
1 - 40
1,092
3,610
29,737
33,347
(2,947)
30,400
2001
1 - 40
2,123
3,971
24,913
28,884
(2,432)
26,452
1986
1 - 40
2,887
920
26,984
27,904
(2,451)
25,453
1987
1 - 40
1,476
28,810
3,831
4,548
1,277
2,678
4,439
2,369
4,571
5,200
910
1,840
1,321
482
1,304
1,200
21,567
28,810
12,038
21,108
15,440
7,015
16,179
13,169
26,138
34,010
12,948
22,948
16,761
7,497
17,483
14,369
(2,416)
(1,573)
(8,106)
(13,117)
(1,715)
(4,502)
(10,505)
(8,159)
23,722
32,437
4,842
9,831
15,046
2,995
6,978
6,210
1985
2013
1992
1991
1985
1984
1987
1996
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
J
O
B
N
U
M
B
E
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3
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4
3
5
2
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1
2
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Encumbrances
Land
Initial Cost
Buildings
and
Fixtures
2,925
5,374
7,269
Costs Capitalized
subsequent to
Acquisition
Buildings
and
Fixtures
5,012
3,577
6,889
Land
35
(14)
12
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
7,937
8,951
14,158
360
583
1,097
Land
325
597
1,085
2,780
1,216
723
2,800
2,103
1,131
972
217
817
1,148
1,498
178
1,260
33,966
18,666
6,504
26,295
9,187
10,632
8,954
1,957
7,416
10,337
20,483
1,141
16,043
—
—
—
—
—
—
—
—
—
—
—
—
2,147
753
851
3,374
1,197
1,979
4,326
2,877
3,350
4,462
10,385
15,864
5,047
39,413
2,780
1,216
723
2,800
2,103
1,131
972
217
817
1,148
1,498
178
3,407
34,719
19,517
9,878
27,492
11,166
14,958
11,831
5,307
11,878
20,722
36,347
6,188
55,456
Total
8,297
9,534
15,255
37,499
20,733
10,601
30,292
13,269
16,089
12,803
5,524
12,695
21,870
37,845
6,366
58,863
Accumulated
Depreciation
(5,736)
(6,011)
(9,350)
(3,313)
(3,769)
(6,336)
(7,772)
(1,364)
(6,593)
(5,329)
(3,676)
(7,363)
(12,916)
(23,701)
(4,826)
(22,945)
Net
2,561
3,523
5,905
34,186
16,964
4,265
22,520
11,905
9,496
7,474
1,848
5,332
8,954
14,144
1,540
35,918
Date of
Construction
1983
1985
1988
2008
2008
1987
2007
1985
1989
1987
1986
1984
1978
1992
1974
2000
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
915
14,774
4,950
3,456
1,193
8,622
8,656
2,963
2,736
1,524
6,670
3,350
886
28,053
22,443
10,739
34,229
4,549
33,673
28,902
14,800
—
28,308
8,051
—
—
—
(2)
—
—
—
—
—
—
—
—
3,143
915
17,917
18,832
(8,310)
10,522
1999
1 - 40
1,035
1,419
7,368
1,204
25,579
6,820
5,467
9,574
50,396
1,346
2,869
4,950
3,456
1,191
8,622
8,656
2,963
2,736
1,524
6,670
3,350
886
29,088
23,862
18,107
35,433
30,128
40,493
34,369
24,374
50,396
29,654
10,920
34,038
27,318
19,298
44,055
38,784
43,456
37,105
25,898
57,066
33,004
11,806
(4,350)
(4,607)
(12,097)
(3,697)
(543)
(16,705)
(14,612)
(16,152)
(4,376)
(5,565)
(4,826)
29,688
22,711
7,201
40,358
38,241
26,751
22,493
9,746
52,690
27,439
6,980
2010
2008
1986
1996
2015
2001
2000
1987
2012
2009
1980
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
F
-
6
0
Property
Location
Park Haywood � � � � � � � � � � � � � Greenville, SC
Spring Creek � � � � � � � � � � � � � � � Greenville, SC
Runaway Bay � � � � � � � � � � � � � � Mt� Pleasant, SC
Colonial Grand at
Commerce Park � � � � � � � � � North Charleston, SC
535 Brookwood� � � � � � � � � � � � � Simpsonville, SC
Park Place � � � � � � � � � � � � � � � � � Spartanburg, SC
Farmington Village � � � � � � � � � Summerville, SC
Colonial Village at
Waters Edge � � � � � � � � � � � � Summerville, SC
Hamilton Pointe � � � � � � � � � � � � Chattanooga, TN
Hidden Creek � � � � � � � � � � � � � � Chattanooga, TN
Steeplechase � � � � � � � � � � � � � � � Chattanooga, TN
Windridge � � � � � � � � � � � � � � � � � Chattanooga, TN
Kirby Station � � � � � � � � � � � � � � Memphis, TN
Lincoln on the Green � � � � � � � � Memphis, TN
Park Estate � � � � � � � � � � � � � � � � Memphis, TN
Reserve at Dexter Lake � � � � � � Memphis, TN
Paddock Club
Murfreesboro � � � � � � � � � � � Murfreesboro, TN
Aventura at Indian
Lake Village � � � � � � � � � � � Nashville, TN
Avondale at Kennesaw � � � � � � � Nashville, TN
Brentwood Downs � � � � � � � � � � Nashville, TN
Colonial Grand at Bellevue � � � Nashville, TN
Colonial Grand at
Bellevue (Phase II) � � � � � � Nashville, TN
Grand View Nashville � � � � � � � Nashville, TN
Monthaven Park � � � � � � � � � � � � Nashville, TN
Park at Hermitage � � � � � � � � � � � Nashville, TN
Venue at Cool Springs � � � � � � � Nashville, TN
Verandas at Sam Ridley � � � � � � Nashville, TN
Northwood � � � � � � � � � � � � � � � � Arlington, TX
—(1)
—
—
—
12,889
—
—
—
—
—(1)
—
—
—
—(1)
—
—
—
—
17,762
—
22,086
—
—
—
—
—
21,861
—
J
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
Balcones Woods � � � � � � � � � � � � Austin, TX
Colonial Grand at
Canyon Creek � � � � � � � � � � Austin, TX
Colonial Grand at
Canyon Ranch � � � � � � � � � � Austin, TX
Colonial Grand at
Double Creek � � � � � � � � � � � Austin, TX
Colonial Grand at
Onion Creek � � � � � � � � � � � Austin, TX
Grand Reserve at
Sunset Valley � � � � � � � � � � � Austin, TX
Colonial Village at
F
-
6
1
Initial Cost
Buildings
and
Fixtures
14,398
—
1,598
15,159
3,621
32,137
—
—
—
—
3,778
20,201
3,131
29,375
4,902
33,010
3,150
11,393
Quarry Oaks � � � � � � � � � � � Austin, TX
26,832
4,621
34,461
Colonial Grand at
Wells Branch � � � � � � � � � � � Austin, TX
Legacy at Western Oaks � � � � � Austin, TX
Silverado � � � � � � � � � � � � � � � � � � Austin, TX
Stassney Woods � � � � � � � � � � � � Austin, TX
Travis Station � � � � � � � � � � � � � � Austin, TX
Woods, The � � � � � � � � � � � � � � � � Austin, TX
Colonial Village at
—
29,672
—
—
—
—
3,094
9,100
2,900
1,621
2,281
1,405
32,283
49,339
24,009
7,501
6,169
12,769
Shoal Creek � � � � � � � � � � � � Bedford, TX
22,807
4,982
27,377
Colonial Village at
Willow Creek � � � � � � � � � � � Bedford, TX
Colonial Grand at Hebron � � � � Carrollton, TX
Colonial Grand at
26,429
—
3,109
4,231
33,488
42,237
Silverado � � � � � � � � � � � � � � Cedar Park, TX
—
3,282
24,935
Colonial Grand at
Silverado Reserve � � � � � � � Cedar Park, TX
Grand Cypress � � � � � � � � � � � � � Cypress, TX
Courtyards at Campbell � � � � � � Dallas, TX
Deer Run � � � � � � � � � � � � � � � � � � Dallas, TX
—
16,598
—
—
3,951
3,881
988
1,252
31,705
24,267
8,893
11,271
Costs Capitalized
subsequent to
Acquisition
Buildings
and
Fixtures
11,475
Land
—
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
25,873
Land
1,598
Total
27,471
Accumulated
Depreciation
(16,712)
Date of
Construction
1983
Net
10,759
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
—
—
—
—
—
—
294
—
—
—
—
—
—
—
—
—
—
—
—
—
1,095
3,621
33,232
36,853
(3,309)
33,544
2008
1 - 40
1,150
3,778
21,351
25,129
(2,339)
22,790
2003
1 - 40
292
799
3,131
29,667
32,798
(3,030)
29,768
2013
1 - 40
4,902
33,809
38,711
(3,437)
35,274
2009
1 - 40
3,488
3,150
14,881
18,031
(6,087)
11,944
1996
1 - 40
3,763
4,621
38,224
42,845
(3,881)
38,964
1996
1 - 40
871
(2,348)
2,770
8,615
7,526
7,855
3,388
9,100
2,900
1,621
2,281
1,405
33,154
46,991
26,779
16,116
13,695
20,624
36,542
56,091
29,679
17,737
15,976
22,029
(3,118)
(6,084)
(9,211)
(9,615)
(8,840)
(8,796)
33,424
50,007
20,468
8,122
7,136
13,233
2008
2001
2003
1985
1987
1977
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1,614
4,982
28,991
33,973
(3,095)
30,878
1996
1 - 40
3,700
505
3,109
4,231
37,188
42,742
40,297
46,973
(3,652)
(3,884)
36,645
43,089
1996
2011
1 - 40
1 - 40
737
3,282
25,672
28,954
(2,524)
26,430
2005
1 - 40
1,005
677
4,013
5,160
3,951
3,881
988
1,252
32,710
24,944
12,906
16,431
36,661
28,825
13,894
17,683
(3,145)
(1,731)
(7,793)
(10,022)
33,516
27,094
6,101
7,661
2005
2008
1986
1985
1 - 40
1 - 40
1 - 40
1 - 40
J
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5
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Location
Encumbrances
Land
F
-
6
2
Grand Courtyard � � � � � � � � � � � Dallas, TX
Legends at Lowe’s Farm � � � � � Dallas, TX
Colonial Reserve at
Medical District � � � � � � � � � Dallas, TX
Watermark � � � � � � � � � � � � � � � � Dallas, TX
Colonial Village at
Main Park � � � � � � � � � � � � � Duncanville, TX
Colonial Grand at
Bear Creek � � � � � � � � � � � � � Euless, TX
Colonial Grand at Fairview � � � Fairview, TX
La Valencia at Starwood � � � � � Frisco, TX
Colonial Reserve at
Frisco Bridges � � � � � � � � � � Frisco, TX
Colonial Village at
Grapevine � � � � � � � � � � � � � Grapevine, TX
Greenwood Forest � � � � � � � � � � Houston, TX
Legacy Pines � � � � � � � � � � � � � � � Houston, TX
Park Place (Houston) � � � � � � � � Houston, TX
Ranchstone � � � � � � � � � � � � � � � � Houston, TX
Reserve at Woodwind
Lakes � � � � � � � � � � � � � � � � � Houston, TX
Retreat at Vintage Park � � � � � � Houston, TX
Cascade at Fall Creek � � � � � � � � Humble, TX
Chalet at Fall Creek � � � � � � � � � Humble, TX
Bella Casita � � � � � � � � � � � � � � � � Irving, TX
Remington Hills � � � � � � � � � � � � Irving, TX
Colonial Reserve at
Las Colinas � � � � � � � � � � � � Irving, TX
Colonial Grand at
—
—
—
—(2)
—
24,082
—
20,931
—
—
—
—(2)
—
—
—
—
—
—
—(2)
—
—
Initial Cost
Buildings
and
Fixtures
22,240
41,091
33,779
14,438
2,730
5,016
4,050
960
1,821
10,960
6,453
2,171
3,240
30,048
35,077
26,069
1,968
34,018
2,351
3,465
2,157
2,061
1,480
1,968
8,211
3,230
2,755
2,521
4,390
29,757
23,482
19,066
15,830
14,807
19,928
40,352
19,926
20,085
26,432
21,822
3,902
40,691
—
—
—
—
—
—
—
—
—
(15)
—
—
—
—
—
—
—
—
—
—
(8)
Valley Ranch � � � � � � � � � � � Irving, TX
Lane at Towne Crossing � � � � � � Mesquite, TX
25,044
—
5,072
1,311
37,397
11,867
Costs Capitalized
subsequent to
Acquisition
Buildings
and
Fixtures
2,620
1,341
Land
—
—
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
24,860
42,432
2,730
5,016
Land
Total
27,590
47,448
Accumulated
Depreciation
(8,665)
(6,373)
888
2,119
4,050
960
34,667
16,557
38,717
17,517
(2,997)
(6,799)
Life used to
compute
depreciation
in latest
income
statement(4)
1 - 40
1 - 40
1 - 40
1 - 40
Date of
Construction
2000
2008
2007
2002
Net
18,925
41,075
35,720
10,718
1,204
1,821
12,164
13,985
(1,390)
12,595
1984
1 - 40
1,876
421
1,014
6,453
2,171
3,240
31,924
35,498
27,083
38,377
37,669
30,323
(3,494)
(3,195)
(5,045)
34,883
34,474
25,278
1998
2012
2009
1 - 40
1 - 40
1 - 40
831
1,968
34,849
36,817
(3,069)
33,748
2013
1 - 40
2,958
(159)
3,705
3,299
2,368
3,246
392
1,228
860
1,392
4,804
2,351
3,465
2,142
2,061
1,480
1,968
8,211
3,230
2,755
2,521
4,390
32,715
23,323
22,771
19,129
17,175
23,174
40,744
21,154
20,945
27,824
26,626
35,066
26,788
24,913
21,190
18,655
25,142
48,955
24,384
23,700
30,345
31,016
(3,153)
(2,180)
(10,576)
(6,454)
(5,521)
(7,948)
(1,124)
(6,034)
(6,337)
(4,912)
(2,609)
31,913
24,608
14,337
14,736
13,134
17,194
47,831
18,350
17,363
25,433
28,407
1985/1986
1994
1999
1996
1996
1999
2014
2007
2006
2007
1984
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
998
3,902
41,689
45,591
(3,645)
41,946
2006
1 - 40
5,970
3,481
5,072
1,303
43,367
15,348
48,439
16,651
(4,188)
(6,885)
44,251
9,766
1997
1983
1 - 40
1 - 40
J
O
B
N
U
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B
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3
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4
3
5
2
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Colonial Village at
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
Oakbend � � � � � � � � � � � � � � � Lewisville, TX
21,667
5,598
28,616
Times Square at
Craig Ranch � � � � � � � � � � � � McKinney, TX
—
1,130
28,058
Venue at Stonebridge
Ranch � � � � � � � � � � � � � � � � � McKinney, TX
14,767
4,034
19,528
F
-
6
3
Cityscape at
Market Center � � � � � � � � � � Plano, TX
Cityscape at Market
Center II � � � � � � � � � � � � � � � Plano, TX
Highwood � � � � � � � � � � � � � � � � � Plano, TX
Los Rios Park � � � � � � � � � � � � � � Plano, TX
Boulder Ridge � � � � � � � � � � � � � � Roanoke, TX
Copper Ridge � � � � � � � � � � � � � � Roanoke, TX
Colonial Grand at
Ashton Oaks � � � � � � � � � � � Round Rock, TX
Colonial Grand at
—
—
—
—
—
—
—
8,626
60,407
8,268
864
3,273
3,382
4,166
50,298
7,783
28,823
26,930
—
5,511
36,241
Round Rock � � � � � � � � � � � � Round Rock, TX
24,484
4,691
45,379
Colonial Village at
Sierra Vista � � � � � � � � � � � � Round Rock, TX
Alamo Ranch � � � � � � � � � � � � � � San Antonio, TX
Bulverde Oaks � � � � � � � � � � � � � San Antonio, TX
Haven at Blanco � � � � � � � � � � � � San Antonio, TX
Stone Ranch at
Westover Hills � � � � � � � � � � San Antonio, TX
Cypresswood Court � � � � � � � � � Spring, TX
Villages at Kirkwood � � � � � � � � Stafford, TX
Green Tree Place � � � � � � � � � � � Woodlands, TX
Stonefield Commons � � � � � � � � Charlottesville, VA
Adalay Bay � � � � � � � � � � � � � � � � Chesapeake, VA
Colonial Village at
Greenbrier � � � � � � � � � � � � � Fredericksburg, VA
10,900
—
—
—
18,499
—(2)
—
—(2)
—
—
—
2,561
2,380
4,257
5,450
4,000
576
1,918
539
11,044
5,280
16,488
26,982
36,759
45,958
24,992
5,190
15,846
4,850
36,689
31,341
4,842
21,677
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,246
5,598
30,862
36,460
(3,113)
33,347
1997
1 - 40
2,992
1,130
31,050
32,180
(6,079)
26,101
2009
1 - 40
247
538
20
3,915
5,005
5,835
21,358
4,034
19,775
23,809
(1,342)
22,467
2000
1 - 40
8,626
60,945
69,571
(2,481)
67,090
2013
1 - 40
8,268
864
3,273
3,382
4,166
50,318
11,698
33,828
32,765
21,358
58,586
12,562
37,101
36,147
25,524
(107)
(7,422)
(14,858)
(12,218)
(3,950)
58,479
5,140
22,243
23,929
21,574
2015
1983
2000
1999
2009
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
899
5,511
37,140
42,651
(3,655)
38,996
2009
1 - 40
1,249
4,691
46,628
51,319
(4,425)
46,894
1997
1 - 40
1,842
1,804
479
1,839
1,982
3,809
2,803
3,606
293
1,773
2,561
2,380
4,257
5,450
4,000
576
1,918
539
11,044
5,280
18,330
28,786
37,238
47,797
26,974
8,999
18,649
8,456
36,982
33,114
20,891
31,166
41,495
53,247
30,974
9,575
20,567
8,995
48,026
38,394
(1,836)
(5,067)
(1,119)
(5,586)
(5,693)
(6,289)
(7,615)
(5,777)
(1,507)
(4,385)
19,055
26,099
40,376
47,661
25,281
3,286
12,952
3,218
46,519
34,009
1999
2009
2014
2010
2009
1984
1996
1984
2013
2002
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
745
4,842
22,422
27,264
(2,065)
25,199
1980
1 - 40
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
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6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Property
Seasons at Celebrate
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
6,960
32,083
7,530
38,468
14,490
70,551
85,041
(6,686)
78,355
2011
1 - 40
F
-
6
4
Virginia I � � � � � � � � � � � � � � Fredericksburg, VA
Station Square at Cosner’s
Corner � � � � � � � � � � � � � � � � Fredericksburg, VA
Colonial Village at
Hampton Glen � � � � � � � � � � Glen Allen, VA
Colonial Village at
West End � � � � � � � � � � � � � � Glen Allen, VA
Township � � � � � � � � � � � � � � � � � Hampton, VA
Colonial Village at
Tradewinds � � � � � � � � � � � � Hampton, VA
Colonial Village at
Waterford � � � � � � � � � � � � � � Midlothian, VA
Ashley Park � � � � � � � � � � � � � � � Richmond, VA
Colonial Village at
Chase Gayton � � � � � � � � � � Richmond, VA
Hamptons at Hunton Park � � � � Richmond, VA
Retreat at West Creek � � � � � � � � Richmond, VA
Colonial Village at
Harbour Club � � � � � � � � � � � Virginia Beach, VA
Radius � � � � � � � � � � � � � � � � � � � � Newport News, VA
Total Residential
Properties � � � � � � � � � � � � �
Allure at Buckhead � � � � � � � � � � Atlanta, GA
Highlands of West Village � � � � Smyrna, GA
Colonial Promenade
Nord du Lac � � � � � � � � � � � � Covington, LA
The Denton � � � � � � � � � � � � � � � � Kansas City, MO
1225 South Church � � � � � � � � � � Charlotte, NC
Bella Casita at
Las Colinas � � � � � � � � � � � � Irving, TX
Times Square at
Craig Ranch � � � � � � � � � � � � McKinney, TX
—
—
—
8,580
35,700
4,851
21,678
12,611
—
4,661
1,509
18,908
8,189
—
—
—
—
—
—
—
—
5,631
15,660
6,733
4,761
6,021
4,930
7,112
3,483
5,040
29,221
13,365
29,004
35,598
36,136
14,796
36,481
—
—
—
—
—
—
—
—
—
—
—
—
354
8,580
36,054
44,634
(2,412)
42,222
2013
1 - 40
1,059
4,851
22,737
27,588
(2,229)
25,359
1986
1 - 40
1,258
9,404
4,661
1,509
20,166
17,593
24,827
19,102
(1,882)
(10,817)
22,945
8,285
1987
1987
1 - 40
1 - 40
1,348
5,631
17,008
22,639
(1,697)
20,942
1988
1 - 40
1,819
1,004
1,808
2,561
246
843
98
6,733
4,761
6,021
4,930
7,112
3,483
5,040
31,040
14,369
30,812
38,159
36,382
15,639
36,579
37,773
19,130
36,833
43,089
43,494
19,122
41,619
(3,153)
(1,618)
(3,108)
(6,237)
(542)
(1,503)
(389)
34,620
17,512
33,725
36,852
42,952
17,619
41,230
923,561
—
—
878,643
867
2,500
6,061,011
3,465
8,446
20,116
—
—
1,081,694
8
772
898,759
867
2,500
7,142,705
3,473
9,218
8,041,464
4,340
11,718
(1,479,667)
(424)
(370)
6,561,797
3,916
11,348
—
—
—
—(2)
—
5,810
700
43
19,138
4,439
199
46
186
253
1,310
—
—
9
—
—
—
—
242
126
1,294
5,810
700
52
46
253
19,138
4,439
441
24,948
5,139
493
(1,505)
—
(67)
23,443
5,139
426
312
358
(54)
304
2007
1 - 40
2,604
2,857
(279)
2,578
2009
1 - 40
1989
1988
1984
2003
2015
1988
2012
2012
2012
2010
2014
2010
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
1 - 40
J
O
B
N
U
M
B
E
R
3
0
4
3
5
2
-
1
T
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P
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P
A
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E
N
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.
F
-
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4
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1
6
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015
(Dollars in thousands)
Initial Cost
Costs Capitalized
subsequent to
Acquisition
Location
Encumbrances
Land
Buildings
and
Fixtures
Land
Buildings
and
Fixtures
Gross Amount carried
at December 31, 2015(3)
Buildings
and
Fixtures
Land
Total
Accumulated
Depreciation
Net
Date of
Construction
Life used to
compute
depreciation
in latest
income
statement(4)
Property
Total Commercial
Properties � � � � � � � � � � � � �
Colonial Promenade
Huntsville � � � � � � � � � � � � � Huntsville, AL
Colonial Grand at Randall
Lakes (Phase II) � � � � � � � � Jacksonville, FL
The Denton (Phase II) � � � � � � � Kansas City, MO
River’s Walk (Phase II) � � � � � � Charleston, SC
Station Square at
Cosner’s Corner � � � � � � � � � Fredericksburg, VA
Retreat at West Creek
(Phase II) � � � � � � � � � � � � � � Richmond, VA
F
-
6
5
Total Active Development
Properties � � � � � � � � � � � � �
Total Properties � � � � � � � � � � �
Total Land Held for
Future Developments � � �
Corporate Properties � � � � � � �
Total Other � � � � � � � � � � � � � � �
Total Real Estate Assets,
net of Joint Ventures � � � �
—
—
—
—
—
—
—
10,219
37,183
2,700
3,200
770
3,630
4,245
3,000
—
—
—
—
—
—
9
—
—
—
—
—
—
2,442
10,228
39,625
49,853
(2,699)
47,154
—
2,700
—
2,700
7,822
734
6,026
3,200
770
3,630
7,822
734
6,026
11,022
1,504
9,656
14,256
4,245
14,256
18,501
632
3,000
632
3,632
—
(2)
—
—
—
—
2,700
11,020
1,504
9,656
18,501
3,632
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
—
923,561
17,545
906,407
—
6,098,194
—
20,125
29,470
1,113,606
17,545
926,532
29,470
7,211,800
47,015
8,138,332
(2)
(1,482,368)
47,013
6,655,964
—
—
51,779
—
51,779
—
—
—
—
—
—
— 51,779
—
51,779
25,657
25,657
—
25,657
25,657
51,779
25,657
77,436
—
(16,845)
(16,845)
51,779
8,812
60,591
N/A
Various
N/A
1-40
$ 923,561
$ 958,186 $6,098,194 $20,125 $1,139,263 $ 978,311
$7,237,457
$8,215,768 $(1,499,213) $6,716,555
(1) Encumbered by a $240�0 million Fannie Mae facility, with $240�0 million available and outstanding with a variable interest rate of 0�80% on which there exists
five interest rate caps totaling $125 million at an average rate of 4�60% at December 31, 2015�
(2) Encumbered by a $128 million loan with an outstanding balance of $128 million and a fixed interest rate of 5�08% which matures on June 10, 2021�
(3) The aggregate cost for Federal income tax purposes was approximately $7�22 billion at December 31, 2015� The aggregate cost for book purposes exceeds
the total gross amount of real estate assets for Federal income tax purposes, principally due to purchase accounting adjustments recorded under accounting
principles generally accepted in the United States of America�
(4) Depreciation is on a straight line basis over the estimated useful asset life which ranges from 8 to 40 years for land improvements and buildings, 5 years for
furniture, fixtures and equipment, and 6 months for fair market value of residential leases�
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JOB TITLE Mid-America Apartment 10-K
REVISION 1
SERIAL <12345678>
DATE Saturday, March 19, 2016
JOB NUMBER 304352-1
TYPE
PAGE NO. F-66
OPERATOR ABIGAELS
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
A summary of activity for real estate investments and accumulated depreciation is as follows (dollars in thousands):
Year Ended December 31,
2014
2013
2015
Real estate investments:
Balance at beginning of year � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Acquisitions(1) � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Less: FMV of Leases included in Acquisitions� � � � � � � � � � � � � � � � �
Improvement and development � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Assets held for sale� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Disposition of real estate assets(2) � � � � � � � � � � � � � � � � � � � � � � � � � � �
Balance at end of year � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Accumulated depreciation:
Balance at beginning of year � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Depreciation � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Assets held for sale� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
Disposition of real estate assets(2) � � � � � � � � � � � � � � � � � � � � � � � � � � �
Balance at end of year � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �
$8,069,395
316,151
(4,438)
165,000
$7,722,181
407,889
(4,968)
186,043
—
—
(330,340)
$8,215,768
(241,750)
$8,069,395
$1,373,678
289,177
$1,138,315
276,991
—
—
(163,642)
$1,499,213
(41,628)
$1,373,678
$3,729,706
4,032,957
(51,728)
130,824
(4,897)
(114,681)
$7,722,181
$1,040,473
165,885
(6,164)
(61,879)
$1,138,315
MAA’s consolidated balance sheet at December 31, 2015, 2014, and 2013, includes accumulated depreciation of
$16,845,000, $15,279,000, and $14,108,000, respectively, in the caption “Corporate properties, net”�
(1)
Includes non-cash activity related to acquisitions�
(2)
Includes assets sold, casualty losses, and removal of certain fully depreciated assets�
F-66
B O A R D O F D I R E C T O R S
H. ERIC BOLTON , JR .
T HOM A S H. LO W DER
W. REID S A NDER S
Chairman of the Board of Directors and
Chief Executive Officer
MAA
Committee: Real Estate Investment (Chairman)
Past Chairman of the Board of Trustees and
Chief Executive Officer
Colonial Properties Trust
Committee: Real Estate Investment
President
Sanders Properties, LLC and
Sanders Investments, LLC
Committees: Audit; Real Estate Investment
A L A N B. GR A F, JR .
Executive Vice President and
Chief Financial Officer
FedEx Corporation
Committee: Audit (Chairman)
Co-lead Independent Director
R A L P H HORN
Past Chairman of the Board of Directors,
President and Chief Executive Officer
First Horizon National Corporation
Committees: Compensation;
Nominating and Corporate
Governance (Chairman)
Co-lead Independent Director
JA ME S K . LO W DER
Chairman of the Board of Directors
The Colonial Company
MONIC A Mc GURK
Senior Vice President
Strategy and New Ventures
Tyson Foods, Inc.*
CL AUDE B. NIEL SEN
Chairman of the Board of Directors and
Chief Executive Officer
Coca-Cola Bottling Company United, Inc.
Committee: Compensation
P HIL IP W. NOR W O OD
Past President and Chief Executive Officer
Faison Enterprises, Inc.
Committees: Compensation (Chairman);
Nominating and Corporate
Governance; Real Estate Investment
W IL L I A M B. S A N S OM
Chairman of the Board of Directors,
President and Chief Executive Officer
H.T. Hackney Co.
Committees: Compensation; Nominating
and Corporate Governance
GA RY SHORB
Chief Executive Officer
Methodist Le Bonheur Healthcare
Committee: Audit
JOHN W. SP IEGEL
Past Vice Chairman and
Chief Financial Officer
SunTrust Banks, Inc.
Committee: Audit
*Ms. McGurk resigned from The Coca-Cola Company in March 2016 and will begin her employment with Tyson Foods, Inc. during the second quarter of 2016.
S H A R E H O L D E R I N F O R M A T I O N
C ORP OR AT E HE A DQUA R T ER S
MAA
6584 Poplar Avenue
Memphis, TN 38138
901-682-6600
www.maac.com
INDEP ENDEN T REGI S T ERED P UBL IC
AC C OUN T ING F IRM
Ernst & Young LLP, Memphis, TN
A NNUA L SH A REHOL DER S MEE T ING
MAA will hold its 2016 Annual Meeting of
Shareholders on Tuesday, May 17, 2016 at
11:00 a.m. CDT at their corporate
headquarters located in Memphis, TN.
S TO CK L I S T ING
MAA’s common stock is listed on the New York
Stock Exchange (NYSE) and is traded under the
stock symbol MAA.
SEC F IL ING S
MAA’s filings with the Securities and Exchange
Commission are filed under the registrant names
of Mid-America Apartment Communities, Inc.
and Mid-America Apartments, L.P.
T R A N SF ER AGEN T A ND REGI S T R A R
American Stock Transfer & Trust Company
800-937-5449 or www.amstock.com
Registered shareholders who have questions
about their accounts or who wish to change
ownership or address of stock; to report lost,
stolen or destroyed certificates; or wish to
enroll in our dividend reinvestment plan or
direct stock purchase program should contact
American Stock Transfer & Trust Company at
the shareholder service number listed above
or access their account at the website listed
above. Beneficial owners who own shares held
in “street name” should contact their broker or
bank for all questions.
Limited partners of Mid-America Apartments,
L.P. wishing to transfer their units or convert
units into shares of common stock of MAA
should contact MAA directly at the corporate
headquarters.
A NNUA L REP OR T A ND FORM 10 - K
A copy of MAA’s Annual Report and Form
10-K for the year ended December 31, 2015,
as filed with the Securities and Exchange
Commission (SEC) will be sent without
charge upon written request. Please address
requests to the corporate headquarters,
attention Investor Relations or email your
request to investor.relations@maac.com.
Other MAA SEC filings as well as corporate
governance documents are also on the
“For Investors” page of our website at
www.maac.com.
CEO A ND CFO CER T IF IC AT ION S
As is required by Section 303A.12(a) of the
NYSE’s corporate governance standards,
the CEO Certification has been previously
filed without qualification with the NYSE.
Certifications of the CEO and CFO pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
have been filed as exhibits to MAA’s Form 10-K.
T HE OP EN A RM S FOUNDAT ION
The Open Arms Foundation is MAA’s award-
winning corporate charity that provides fully
furnished, two-bedroom apartment homes
free of charge to families displaced from
their own homes while seeking medical
treatment. In addition to rent, The Open
Arms Foundation also pays for basic utilities
including electricity/gas, phone, cable and
internet. At the time of printing of this report,
The Open Arms Foundation provided 46
homes to families in medical crisis across 11
states. Since its formation, the foundation has
helped over 2,600 families by providing more
than 179,000 nights of rest. To find out more
about The Open Arms Foundation please visit
www.maac.com.
MA A : 2015 Annual Report
O U R B R I G H T E R V I E W
MAA IS COMMITTED TO REMAINING TRUE TO OUR
RICH TRADITION OF SERVICE TO EACH OTHER,
TO OUR RESIDENTS, AND TO OUR SHAREHOLDERS.
WE RESPECT THE PRIVILEGE OF PROVIDING VALUE
TO THOSE WHOSE LIVES WE TOUCH.
www.maac.com