A Position
of Strength
2022 ANNUAL REPORT
2022 MAA ANNUAL REPORT 1
A Strong Market Position*
Multifamily
Market
Multifamily
Market and
Regional Office
Multifamily
Market and
Corporate
Headquarters
Multifamily
Development
Underway
102K
HOMES
16
STATES + DC
297
COMMUNITIES
*Map and community data represent
the total portfolio including active
developments and one joint venture
property at December 31, 2022.
2 2022 MAA ANNUAL REPORT
S&P 500
MEMBER COMPANY
29
YEARS PUBLIC
~2,400
ASSOCIATES
To My Fellow
Shareholders
MAA’s strong performance in 2022 produced
tremendous results for the year. Fueled by the
unprecedented high demand for apartment housing
that emerged in 2021, leasing conditions were robust
throughout most of 2022. As is often the case with
our cyclical and competitive industry, developers
leaned into this period of high demand and by the
end of 2022, the supply-demand dynamic began
to normalize. Though the leasing environment has
cooled from 2022’s record setting conditions, we
expect MAA will deliver operating performance and
results in 2023 that will continue to compare favorably
to our long-term results. MAA’s uniquely diversified
and balanced portfolio focused on the higher growth
Sunbelt markets, coupled with an exceptionally strong
and sophisticated operating platform, supported by
one of the strongest balance sheets among apartment
REITs, has the company particularly well positioned.
H. Eric Bolton, Jr.
Chairman and Chief Executive Officer
2022 MAA ANNUAL REPORT 1
Back Row (Left to Right): Brad Hill, EVP, Chief Investment Officer; Melanie Carpenter, EVP, Chief Human Resources Officer;
Tim Argo, EVP, Chief Strategy and Analysis Officer; Amber Fairbanks, EVP, Property Management; Rob DelPriore, EVP,
Chief Administrative Officer and General Counsel; Front Row (Left to Right): Joe Fracchia, EVP, Chief Technology and
Innovation Officer; Eric Bolton, Chairman and Chief Executive Officer; Al Campbell, EVP, Chief Financial Officer
A Strong Leadership Team
“Our talented team of senior leaders,
with an average tenure of 20 years at MAA,
are cycle-tested with a record of delivering
sector-leading results.”
2 2022 MAA ANNUAL REPORT
Proven Portfolio Strategy
We have long believed that the Sunbelt markets provide
Leadership and Culture Dedicated to Superior
Value and Service
the best opportunity for driving demand for our services
MAA’s strengths in strategy, operating platform and balance
and product. The appeal of the Sunbelt markets to
sheet are all supported by a deep sense of responsibility
growing employers, households seeking a more affordable
to bring value to our stakeholders. Our talented team of
lifestyle and professionals looking for career growth,
senior leaders, with an average tenure of 20 years at MAA,
combine to create a long-term demand profile for
are cycle-tested with a record of delivering sector-leading
apartment housing that drives performance that is well
results. Their leadership and commitment to excellence
aligned with our growth objectives. Layering in MAA’s
serve as shining examples to our associates and reinforce
portfolio strategy that incorporates a unique approach
our strong and enduring company culture.
to diversifying capital across the Sunbelt region with a
submarket allocation, a diversity of product types, and an
Strong Corporate Governance
affordable price point further strengthens our ability to
capture more of this region’s demand while also working
to help mitigate periodic pressures from competing new
development supply.
Strong and Innovative Operating Platform
Our record of long-term outperformance is also a
reflection of the strong governance from our board of
directors. We are fortunate to have a very capable group
of directors with a wide range of experiences, diversity
in perspectives, and a strong sense of responsibility to
our shareholders and company constituents. Two of our
As we approach our 30th anniversary as a publicly traded
directors, Monica McGurk (6.5 years with MAA) and Phil
REIT, we continue to learn and innovate to enhance our
Norwood (16 years with MAA), will rotate off our board in
performance. We have leveraged our deep knowledge of
2023. We want to offer them our sincere gratitude and
apartment operations and the opportunities generated
deep appreciation for their service.
by emerging new technologies to drive even greater
service and value for our residents and more effectiveness
and efficiency in our operating processes. We expect
to continue developing and enhancing a number of
transformative projects over the course of the next
two years that we believe will drive further value for our
residents, associates and shareholders.
Balance Sheet Strength
Among the many various public REITs, MAA is now one of
only eight to achieve an “A-” or better investment-grade
With our strengthened position, I couldn’t be more excited
about the outlook for our company over the next few years.
There is clearly transition underway within our economy
and within our industry. The need for professionally
managed apartment housing within our country has
never been greater. Proven, strong platforms, like MAA’s,
increasingly offer residents, employees, shareholders
and local communities capabilities and long-term
commitments that create meaningful value. We are
ready for the opportunities that await us.
credit rating from the three large credit rating agencies. Our
We appreciate your investment with MAA and thank you
long track record of stable performance through a number
for your support.
of economic and market cycles, coupled with exceptionally
strong credit metrics and significant capacity to support
both growth and unexpected events, has MAA in a solid
position to be opportunistic as we head into a time of
H. Eric Bolton, Jr.
broader market and economic uncertainty.
Chairman and Chief Executive Officer
2022 MAA ANNUAL REPORT 3
Record Core AFFO per Share,
Core FFO per Share Growth in 2022
2022 YOY Growth | 21.4%, 21.3%
5
3
5
$
.
6
9
5
$
.
4
6
5
$
.
6
2
6
$
.
.
5
7
5
$
3
4
6
$
.
.
2
3
6
$
1
0
7.
$
7
6
7.
$
0
5
8
$
.
2018
2019
2020
2021
2022
Core AFFO/Share
Core FFO/Share
Consistent Annual Dividend per Share Growth
5.9% 10-Year Compounded Annual Growth Rate
2012
4
6
2
$
.
.
8
7
2
$
2
9
2
$
.
8
0
3
$
.
8
2
3
$
.
8
4
3
$
.
9
6
3
$
.
4
8
3
$
.
0
0
4
$
.
0
1
.
4
$
8
6
4
$
.
2022
10-Year Dividend Record
Annual Cash Dividends Paid to Common Shareholders at 12/31/2022 | Never Cut or Suspended
4 2022 MAA ANNUAL REPORT
A Strong
Platform for
Continued Growth
Our aim is to provide superior value for our
stakeholders. Through our robust development
program, opportunistic acquisitions and select
dispositions, and within our existing portfolio, through
kitchen and bath redevelopment, amenity-focused
community repositioning and property technology
initiatives, we are both growing and enhancing the
earnings potential of our portfolio.
2022 MAA ANNUAL REPORT 5
Superior Long-Term Total Shareholder Returns1
Annualized at 12/31/2022
%
9
2
.
%
7
3
.
%
8
2
1
.
%
4
9
.
%
5
3
1
.
%
0
7.
%
5
6
.
%
6
2
1
.
%
8
4
1
.
%
5
0
1
.
%
0
9
.
%
8
9
.
5-YR
10-YR
20-YR
MAA-US
PEER AVG2
MSCI US REIT INDEX (RMS)
S&P 500
1Compounded annual growth rate in share value due to appreciation in price and dividends paid, assuming dividends reinvested.
2Peer Average excludes MAA and includes public multifamily peers AVB, CPT, EQR, ESS and UDR.
A Strong Balance Sheet to Support Continued Growth
NET DEBT/ADJUSTED EBITDAre 1
3.71x
MAA
4.84x
PEER AVG
1Adjusted EBITDAre represents trailing 12-month period ended 12/31/2022. Peer Average includes multifamily peers AVB, CPT, EQR, ESS, UDR. From company fourth quarter 2022 filings.
MAA is Now One of Only Eight Public REITs to be A- Rated or Above by the Three Major Rating Agencies
Credit Ratings
A-
STABLE
A3
STABLE
Standard & Poor’s
Rating Services1
Moody’s Investors
Service2
A-
STABLE
Fitch Ratings1
1Corporate credit rating assigned to MAA and MAALP
2Corporate credit rating assigned to MAALP, the operating partnership of MAA
6 2022 MAA ANNUAL REPORT
Note: For definitions of terms used herein, as well as a reconciliation of non-GAAP terms to the most comparable GAAP measure, please refer to our earnings release for the
fourth quarter of 2022 which may be found at our website, www.maac.com, under the “For Investors” tab and the “Filings & Financials” and “Quarterly Results” sub-tabs.
Total Capitalization1
At 12 /31/2022
$18.63B
Common Equity
$4.46B
Total Debt + Preferred
Common Equity
80.7%
Unsecured Debt
17.5%
Secured Debt
1.6%
Preferred Equity
0.2%
1Common shares and units outstanding multiplied by closing stock price on 12/31/2022, plus total debt outstanding at 12/31/2022,
plus Preferred stock ($50 redeemable stock price multiplied by total shares outstanding).
2022 MAA ANNUAL REPORT 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 001-12762 (Mid-America Apartment Communities, Inc.)
Commission File Number 333-190028-01 (Mid-America Apartments, L.P.)
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
(Exact name of registrant as specified in its charter)
Tennessee (Mid-America Apartment Communities, Inc.)
Tennessee (Mid-America Apartments, L.P.)
(State or other jurisdiction of incorporation or organization)
62-1543819
62-1543816
(I.R.S. Employer Identification No.)
6815 Poplar Avenue, Suite 500, Germantown, 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:
Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)
8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)
MAA
MAA*I
New York Stock Exchange
New York Stock Exchange
Title of each class
Trading
Symbol(s) Name of each exchange on which registered
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.
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 ☒
Yes ☐
Yes ☐
Yes ☐
No ☐
No ☒
No ☒
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
Yes ☒
Yes ☒
No ☐
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
Yes ☒
Yes ☒
No ☐
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Mid-America Apartment Communities, Inc.
Large accelerated filer ☒
Mid-America Apartments, L.P.
Large accelerated filer ☐
Smaller reporting company ☐
Smaller reporting company ☐
Emerging growth company ☐
Emerging growth company ☐
Non-accelerated filer ☐
Non-accelerated filer ☒
Accelerated filer ☐
Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Mid-America Apartment Communities, Inc. ☒
Mid-America Apartments, L.P. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.
Mid-America Apartment Communities, Inc. ☐
Mid-America Apartments, L.P. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b).
Mid-America Apartment Communities, Inc. ☐
Mid-America Apartments, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Mid-America Apartment Communities, Inc.
Mid-America Apartments, L.P.
Yes ☐
Yes ☐
No ☒
No ☒
The aggregate market value of the 79,918,312 shares of common stock of Mid-America Apartment Communities, Inc. held by non-affiliates was approximately $14.0 billion based
on the closing price of $174.67 as reported on the New York Stock Exchange on June 30, 2022. 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 9, 2023, there were 116,598,821 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.
Portions of the proxy statement for the annual shareholders meeting of Mid-America Apartment Communities, Inc. to be held on May 16, 2023 are incorporated by reference into
Part III of this report. We expect to file our proxy statement within 120 days after December 31, 2022.
Documents Incorporated by Reference
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
TABLE OF CONTENTS
PART I
Page
Business.
Risk Factors.
Unresolved Staff Comments.
Properties.
Legal Proceedings.
Mine Safety Disclosures.
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
[Reserved].
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.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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.
Exhibits and Financial Statement Schedules.
Form 10-K Summary.
PART IV
3
9
23
23
25
25
25
26
27
36
36
36
37
38
38
38
38
38
38
38
39
43
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
9C.
10.
11.
12.
13.
14.
15.
16.
Explanatory Note
This report combines the Annual Reports on Form 10-K for the year ended December 31, 2022 of Mid-America Apartment
Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-
America Apartment Communities, Inc. is the sole general partner. Mid-America Apartment Communities, Inc. and its 97.3% owned
subsidiary, Mid-America Apartments, L.P., are both required to file annual reports under the Securities Exchange Act of 1934, as
amended. Unless the context otherwise requires, all references in this Annual Report on Form 10-K to “MAA” refer only to Mid-
America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all
references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc.,
together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all
references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P. together with its
consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of
MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common
units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are
referred to as “common unitholders.”
As of December 31, 2022, MAA owned 115,480,336 OP Units (97.3% of the total number of OP Units). MAA conducts
substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by
virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all
of the day-to-day operations of the Operating Partnership.
We believe combining the Annual Reports on Form 10-K of MAA and the Operating Partnership, including the notes to the
consolidated financial statements, into this report results in the following benefits:
•
•
•
enhances investors’ understanding of MAA and the Operating Partnership by enabling investors to view the business as a
whole in the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion
of the disclosure in this report applies to both MAA and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or
REIT. Management operates MAA and the Operating Partnership as one business. 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 (other than
cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating
Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The
Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by
MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership
generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence
of indebtedness and issuance of OP Units.
The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference
between the consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may
include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions,
noncontrolling interests, treasury shares, accumulated other comprehensive income or loss and redeemable common stock. The
Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’
common capital and preferred capital, noncontrolling interests, accumulated other comprehensive income or loss and redeemable
common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to
time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit
equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified
period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified
circumstances) for each OP Unit so redeemed.
1
In order to highlight the material differences between MAA and the Operating Partnership, this Annual Report on Form 10-K
includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership,
including:
•
•
•
•
the consolidated financial statements in Item 8 of this report;
certain accompanying notes to the consolidated financial statements, including Note 2 - Earnings per Common Share of
MAA and Note 3 - Earnings per OP Unit of MAALP; and Note 8 - Shareholders’ Equity of MAA and Note 9 - Partners’
Capital of MAALP;
the controls and procedures in Item 9A of this report; and
the certifications included as Exhibits 31 and 32 to this report.
In the sections that combine disclosures for MAA and the Operating Partnership, this 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 we operate the business through the Operating Partnership. MAA, the Operating Partnership and
its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate,
distinct legal entities.
Note Regarding 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, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, with respect to our expectations for future periods. Forward-looking statements do not
discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future.
Such forward-looking statements include, without limitation, statements regarding expected operating performance and results,
property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and
other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy,
interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “opportunity,”
“guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause
our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans
expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements
included in this report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results
or conditions described in such statements or our objectives and plans will be achieved.
The following factors, among others, could cause our actual results, performance or achievements to differ materially from
those expressed or implied in the forward-looking statements:
•
•
•
•
inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or
demand, competition, uninsured losses, changes in tax and housing laws or other factors;
exposure to risks inherent in investments in a single industry and sector;
adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in
our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our
ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or
development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on
acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns;
failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as
anticipated or to achieve anticipated results;
unexpected capital needs;
•
• material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other
factors;
inability to obtain appropriate insurance coverage at reasonable rates, or at all, or losses from catastrophes in excess of
our insurance coverage;
ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;
level and volatility of interest or capitalization rates or capital market conditions;
the effect of any rating agency actions on the cost and availability of new debt financing;
•
•
•
•
2
•
•
•
•
•
•
•
•
•
•
•
•
•
significant change in the mortgage financing market or other factors that would cause single-family housing or other
alternative housing options, either as an owned or rental product, to become a more significant competitive product;
ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the
ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax
purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes and
our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;
inability to attract and retain qualified personnel;
cyber liability or potential liability for breaches of our or our service providers’ information technology systems or
business operations disruptions;
potential liability for environmental contamination;
changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our
operations;
extreme weather and natural disasters;
disease outbreaks and other public health events, and measures that are taken by federal, state, and local governmental
authorities in response to such outbreaks and events;
impact of climate change on our properties or operations;
legal proceedings or class action lawsuits;
impact of reputational harm caused by negative press or social media postings of our actions or policies, whether or not
warranted;
compliance costs associated with numerous federal, state and local laws and regulations; and
other risks identified in this Annual Report on Form 10-K, including under the caption “Risk Factors,” and in other
reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly
disseminate.
New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required
by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this Annual Report on Form
10-K to reflect events, circumstances or changes in expectations after the date on which this Annual Report on Form 10-K is filed.
PART I
Item 1. Business.
Overview
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or
REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and
Mid-Atlantic regions of the United States. As of December 31, 2022, we maintained full or partial ownership of apartment
communities, including communities currently in development, across 16 states and the District of Columbia, summarized as follows:
Multifamily
Communities (1)
Units
Consolidated
Unconsolidated
Total
296 (2)
1
297
99,407 (3)
269
99,676
(1)
(2)
(3)
As of December 31, 2022, 34 of the Company’s apartment communities included retail components.
Number of communities includes six communities under development as of December 31, 2022.
Number of units excludes development units not yet delivered as of December 31, 2022.
Our business is conducted principally through the Operating Partnership. MAA is the sole general partner of the Operating
Partnership, holding 115,480,336 OP Units, comprising a 97.3% partnership interest in the Operating Partnership as of December 31,
2022. MAA and MAALP were formed in Tennessee in 1993.
3
Business Objectives
Our primary business objectives are to generate a sustainable, stable and increasing cash flow that will fund our dividends
and distributions through all parts of the real estate investment cycle. To achieve these objectives, we intend to continue to pursue the
following goals and strategies:
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•
•
•
•
create value for our shareholders, residents, associates and the communities in which our properties are located;
effectively operate our existing properties with an intense property and asset management focus;
utilize technology to provide services desired by our residents and create efficiencies and performance advantages in our
operations;
take an opportunistic approach to buying, selling, developing and renovating apartment communities;
diversify our portfolio across markets, submarkets and price points in the geographical areas in which we operate to
minimize operating performance volatility;
offer attractive work environments, compensation and incentive packages and career development opportunities to attract
and retain required talent; and
actively manage our balance sheet and capital structure.
Operations
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 income producing capacity of each
apartment community as appropriate. The steps taken to meet these objectives include:
providing management information and improved customer services through technology innovations;
implementing programs to control expenses through investment in cost-saving initiatives;
analyzing individual asset productivity performances to identify best practices and improvement areas;
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• maintaining the physical condition of each property through ongoing capital investments;
•
improving the “curb appeal,” amenities and common areas of the apartment communities through environmentally-
thoughtful landscaping and exterior improvements, and repositioning apartment communities from time to time to
enhance or maintain market positions;
effectively utilizing search engine optimization, internet leasing solutions and other internet tools to generate leasing
traffic;
•
• managing lease expirations to align with peak leasing traffic patterns and to maximize productivity of property staffing;
and
allocating additional capital, including capital for selective interior and exterior improvements.
•
We believe that leveraging the strength of enterprise solutions in conjunction with our decentralized operating structure
capitalizes on specific market knowledge and provides greater accountability than an entirely centralized structure. To support our
operational structure, senior management, along with various asset management functions, are proactively involved in supporting and
optimizing property operations and reviewing property management performance through extensive reporting processes and on-site
visits. To maximize the amount of information shared between senior 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
and 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.
Investment in technology continues to drive operating efficiencies in our business and helps us to better meet the changing
needs of our residents. Our residents have the ability to conduct business with us 24 hours a day, 7 days a week and complete online
leasing applications, leases and renewals through our web-based resident portal. Interacting with our residents through such
technology has allowed us to improve resident satisfaction ratings and increase the efficiency of our operating teams. We continue to
invest in technology to enable potential residents to examine their future homes both online (virtual touring) or by self-guided tour
(self-touring) in addition to the more traditional guided tour.
4
Acquisitions and Development
Our external growth strategy is to acquire existing apartment communities, utilize our internal development team to develop
our own apartment communities and partner with local developers to develop apartment communities that we will own completely
after stabilization, which we refer to as a pre-purchase transaction. Acquisitions and development, along with dispositions, help us
achieve and maintain our desired product mix, geographic diversification and asset allocation. Portfolio growth allows for maximizing
the efficiency of the existing management and overhead structure. We have extensive experience in the acquisition and development
of apartment communities. We will continue to evaluate opportunities that arise, and we will utilize this strategy to increase our
number of apartment communities in strong and growing markets.
We acquired the following properties during the year ended December 31, 2022:
Multifamily Acquisitions
MAA Hampton Preserve II
MAA LoSo
Land Acquisitions
MAA Florida Street Station
MAA Packing District
MAA Panorama
MAA Nixie
Alta 10th (1)
Market
Tampa, FL
Charlotte, NC
Market
Denver, CO
Orlando, FL
Denver, CO
Raleigh, NC
Charlotte, NC
Units
196
344
Acres
4
4
6
6
3
Date Acquired
July 2022
September 2022
Date Acquired
March 2022
May 2022
July 2022
November 2022
December 2022
(1)
Represents a pre-purchase multifamily development. Approximately $10 million has been funded as of December 31, 2022, primarily related to land, with
development expected to begin in the second half of 2023. MAA owns 95% of the joint venture that owns this property.
Development activities may be conducted through wholly-owned entities or through joint ventures with our pre-purchase
transaction partners. Typically, fixed price construction contracts are signed with unrelated parties to minimize construction risk. We
may also engage in limited expansion development opportunities on existing communities in which we typically serve as the
developer. During the year ended December 31, 2022, we incurred $172.1 million in development costs and completed three
development projects.
The following multifamily projects were under development as of December 31, 2022 (dollars in thousands):
Project
Novel West Midtown (1)
Novel Daybreak (1)
Novel Val Vista (1)
MAA Milepost 35
MAA Nixie
MAA Breakwater
Market
Atlanta, GA
Salt Lake City, UT
Phoenix, AZ
Denver, CO
Raleigh, NC
Tampa, FL
Total
(1)
Total
Units
Units
Completed
Cost
to Date
340
400
317
352
406
495
2,310
72,536
— $
74,195
—
57,646
—
41,324
—
13,445
—
32,553
—
— $ 291,699
Estimated
Cost
Per Unit
263
$
235
244
355
358
399
$
Budgeted
Cost
89,500
94,000
77,200
125,000
145,500
197,500
$ 728,700
Expected
Completion
3rd Quarter 2023
4th Quarter 2023
1st Quarter 2024
4th Quarter 2024
3rd Quarter 2025
4th Quarter 2025
This pre-purchase multifamily community development is being developed through a joint venture with a local developer. We own 80% of the joint venture
that owns this property.
Dispositions
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
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 equity or debt capital. In deciding to sell an apartment community, we consider current market conditions and generally
solicit competing bids from unrelated parties for these individual properties, considering 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, 2022, we disposed of four multifamily communities totaling 1,414 units, and two land parcels
totaling approximately five acres.
5
Property Redevelopment and Repositioning Activity
We focus on both interior unit upgrades and property amenity and common area upgrades above and beyond routine capital
upkeep on our apartment communities that we believe have the ability to support additional rent growth. During the year ended
December 31, 2022, we renovated the kitchen and bathroom of 6,574 apartment units at an average cost of $6,109 per apartment unit,
achieving average rental rate increases of 10.0% above the normal market rate for similar but non-renovated apartment units.
We have installed smart home technology (unit entry locks, mobile control of lights and thermostat and leak monitoring) at
many of our apartment communities in order to provide additional resident value and increase rent growth. During the year ended
December 31, 2022, we installed smart devices in 24,029 apartment units at an average cost of $1,535 per apartment unit and a
projected average monthly rent increase of approximately $25 per unit upon lease renewal or unit turnover. As of December 31, 2022,
we have completed installation of smart home technology at nearly 75% of our existing properties and are employing smart home
technology in all of our new developments.
Separately, we continued our property repositioning program to upgrade and reposition the amenity and common areas at
many of our apartment communities. The program includes targeted plans to move all apartment units at such apartment communities
to higher rents. For the year ended December 31, 2022, we spent $19.3 million on this program.
Portfolio Strategy
Our goal is to maintain a diversified, balanced portfolio that we believe provides the optimal path to maximizing operating
performance over the full economic cycle. Maintaining a diverse portfolio includes:
• Operating apartment communities in a variety of markets across the Southeast, Southwest, and Mid-Atlantic regions of the
U.S.
• Operating apartment communities in a variety of submarkets within our markets (urban, suburban, inner loop, etc.)
• Operating apartment communities of different product types such as high-rise, mid-rise and garden style
• Offering a variety of different rent price points within a market or submarket
We believe a diverse portfolio performs well during economic up cycles and weathers economic down cycles better than a
more homogenous portfolio.
Human Capital
As of December 31, 2022, we employed 2,387 associates. Our associates’ time, energy, creativity and passion are essential
to our continued success as a company. With respect to our workforce, we focus on driving diversity and inclusion, providing market-
competitive pay and benefits to support our associates’ well-being, encouraging our associates’ growth and development, fostering
associate engagement and protecting our associates’ health and safety.
We respect the privilege of providing value to those whose lives we touch. We call this outlook our “Brighter View.” To
achieve these objectives, we use our Core Values to guide the way we interact with each other and conduct business by:
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appreciating the uniqueness of each individual;
communicating openly and with integrity;
embracing opportunities; and
doing the right thing at the right time for the right reasons.
Diversity, Equity and Inclusion
We strive to recruit, develop and retain a talented and diverse workforce that mirrors the diversity of our residents and the
communities where we do business. We are committed to an inclusive working environment that not only values diversity in ideas and
opinions, but also fosters a sense of belonging and connection where associates feel recognized and appreciated regardless of
individual differences. Our goal through these efforts is to support and promote inclusive diversity, equal opportunity and fair
treatment for all those working at the company and as a result create more value for all the constituents we serve. Our Inclusive
Diversity Council is comprised of individuals across all areas of our company whose aim is to cultivate conversations, expand
education and examine our practices surrounding diversity and inclusion. This group works collaboratively with our Chief Executive
Officer and other members of our executive team to ensure our policies and actions are guided by our culture of inclusivity and are
free from discriminatory practices and bias.
6
We recruit from a diverse range of sources including historically Black colleges and universities as well as technical/trade
schools. As of December 31, 2022, ethnic/cultural minorities represented approximately 50% of our workforce, 40% of our collective
corporate, regional and property leadership positions and 51% of our associates promoted during the year ended December 31, 2022.
Also, as of December 31, 2022, females represented approximately 46% of our workforce, 56% of our collective corporate, regional
and property leadership positions and 53% of our associates promoted during the year ended December 31, 2022. We intend to
continue using a combination of targeted recruiting, talent development and internal promotion strategies to expand the diversity of
our employee base across all roles and functions.
Well-being and Development
We take a comprehensive approach to supporting our associates’ physical and emotional health as well as their financial and
professional well-being. Our associates are eligible for medical, dental and vision insurance, life and disability insurance, various
wellness programs, an employee assistance program, for which we pay part or all the cost, as well as other benefits. We continue to
offer several measures to support our associates’ overall well-being in response to the pandemic, including supplemental leave and
sick time policies, additional paid time off and coverage for testing and vaccination under our health plan. We strive to maintain an
equitable compensation program for performance, designed to reward competitive levels of compensation based on employee
contributions, performance and qualifications. We offer a 401(k) savings plan with an employer match as well as educational support
for savings strategies. We also offer discounted rent to associates, parental leave and financial assistance with adoption expenses as
well as grant up to three scholarships for associates’ dependents each year. Our training and development programs are designed to
provide continuous learning for associates in the flow of their workday. Additionally, we encourage and provide financial assistance to
our eligible associates to seek education and certification outside of the company through both apartment associations and accredited
educational institutions. We encourage our associates to “embrace opportunities” including developing skills and knowledge needed
for increased responsibilities as they promote within the company.
Communication and Engagement
At MAA, we place an emphasis on communication to ensure associates feel informed and connected as an organization. We
utilize a variety of communications channels to provide associates with timely information that is relevant to their role in the
company, to company-wide initiatives and their professional interests. We also believe the best way to gain in-depth insight into how
associates feel about working at MAA is to provide regular, frequent, and trusted opportunities to safely share feedback. From there,
we are able to develop and continuously improve our work environment to enhance job satisfaction. We regularly conduct surveys
with all associates to measure associate engagement and capture topical feedback to guide current programs, projects and progress.
We are also driven to prove that we are listening, and that real action and improvements are executed as a result. Lastly, we conduct
an annual review process to provide an opportunity for each associate to build mutual understanding with leadership, gain self-
discovery and learn about possible avenues for growth. We encourage a work environment where ideas, problems and solutions can be
discussed with immediate managers and other management personnel.
Capital Structure
We use a combination of debt and equity sources to fund our business objectives. We focus on maintaining access, flexibility
and low costs, which we believe allows us to proactively support normal business operations and source potential investment
opportunities in the marketplace. We structure our debt maturities to avoid disproportionate 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.
As of December 31, 2022, 19.2% of our total market capitalization consisted of debt borrowings, including 17.6% under
unsecured borrowings and 1.5% under secured borrowings. We currently intend to target our total debt, net of cash held, to a range of
approximately 30% to 36% of our adjusted total assets (as defined in the covenants for the bonds issued by MAALP). Our charter and
bylaws do not limit our debt levels and our Board of Directors can modify this policy at any time. We may issue new equity to
maintain our debt within the target range. Covenants for our unsecured senior notes limit our total debt to 60% or less of our adjusted
total assets. As of December 31, 2022, our total debt was approximately 28.4% of our adjusted total assets. We continuously review
opportunities for lowering our cost of capital. We plan to continue using unsecured debt to take advantage of the lower cost of capital
and flexibility provided by these markets. 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 flow 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.
7
Competition and Market Demand
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 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 apartment communities offer features that our apartment communities do not have or may
be deemed to be in a more desirable location within the market. Competing apartment communities can use concessions or lower rents
to obtain temporary competitive advantages. Also, some competing apartment communities are newer than our apartment
communities, may have different amenities or otherwise be more attractive to a prospective resident. The competitive position of each
apartment community is different depending upon many factors including submarket 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, greater ability to utilize leverage or lower capital costs than we
do.
We believe, however, that we are generally well-positioned to compete effectively for residents and acquisition and
development opportunities. We believe our competitive advantages include:
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•
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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 technological needs of
our residents and associates;
access to a wide variety of debt and equity capital sources;
geographic diversification with a presence in 39 defined markets across the Southeast, Southwest and Mid-Atlantic
regions of the U.S.; and
significant presence in many of our major markets that allows us to be a local operating expert and offer varying location
options within a market to meet a variety of prospective resident preferences.
Moving forward, we plan to continue our focus on optimizing lease expiration management, current and prospective resident
engagement, expense control and resident retention efforts and also to align employee incentive plans with our performance. We also
plan to continue to make capital improvements to both our apartment communities and individual units on a regular basis to maintain
a competitive position. 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 growth.
For information regarding trends in market demand, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Trends” in this Annual Report on Form 10-K.
Environmental Matters
As a part of our standard 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 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 – Environmental problems are possible and can be costly” and “Risk
Factors – Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of
our properties” in this Annual Report on Form 10-K.
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.
8
Government Regulations
We must own, operate, manage, acquire, develop and redevelop our properties in compliance with the laws and regulations of
the United States, as well as state and local laws and regulations in the markets where our properties are located, which may differ
among jurisdictions. For example, the Americans with Disabilities Act of 1990, the Fair Housing Act of 1988 and other federal, state
and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in
the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our
existing apartment communities. These laws may also restrict renovations by requiring improved access to such buildings by disabled
persons or may require us to add other structural features that increase our construction costs. Compliance with the various laws and
regulations we are subject to did not have a material effect on our capital expenditures, results of operations and competitive position
for the year ended December 31, 2022 as compared to prior periods.
For additional information, see “Risk Factors – Environmental problems are possible and can be costly” and “Risk Factors –
Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our
properties” in this Annual Report on Form 10-K.
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. For the year ended December 31, 2022, MAA paid total distributions of $4.675 per
share of common stock to its shareholders, which was above the 90% REIT distribution requirement and was in excess of REIT
taxable income.
Website Access to Our Reports
MAA and the Operating Partnership file combined periodic reports with the SEC. Our Annual Reports on Form 10-K, along
with our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available on our
website at https://www.maac.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the
SEC. 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 Investor Relations Department, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138.
Item 1A. Risk Factors.
In addition to the other information contained in this Annual Report on Form 10-K, we have identified the following 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 that are not presently known to us, that we
currently believe are immaterial or that could apply generically to any company may also significantly impact our business
operations. If any of these risks occur, our business prospects, financial condition or results of operations could suffer, the market
price of our stock and the trading price of our debt securities could decline and you could lose all or part of your investment in our
stock or debt securities.
Risks Related to Our Real Estate Investments and Our Operations
Disease outbreaks and other public health events, such as the COVID-19 pandemic, have materially impacted our business, and
our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to a
pandemic.
The pandemic led governments and other authorities around the world, including federal, state and local governmental
authorities in the U.S. to take extraordinary actions to combat the spread of COVID-19, including issuance of “stay-at-home”
directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or
cease normal operations. While many of the restrictions have eased across the country, no assurance can be given that similar closures
or restrictions will not be reinstated or new restrictions imposed in the future in response to changes in COVID-19 or new public
health events.
Our ability to lease our apartments and collect rental revenues is dependent upon national, regional and local economic
conditions, particularly unemployment levels and personal income levels. As unemployment rises and incomes fall, fewer people,
9
including both current and prospective residents, may be able to afford our apartment communities, and it may be difficult for some of
our residents to make timely rental payments to us under their leases.
The impact of a disease outbreak or other public health event, including the COVID-19 pandemic and restrictions intended to
prevent its spread could have significant adverse impacts on our business, financial condition, results of operations and cash flows that
are difficult to predict. Such adverse impacts will depend on, among other factors:
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our residents’ ability or willingness to pay rent in full on a timely basis;
federal, state, local and industry-initiated efforts that may adversely affect the ability of landlords, including us, to collect
rent and customary fees, adjust rental rates and enforce remedies for the failure to pay rent, such as the various orders
that were issued by governmental authorities and public officials to temporarily halt residential evictions to prevent
further spread of the disease;
the legacy of the regulatory focus on landlords during the public health event as distinguished from other providers of
essential services;
our ability to renew leases or relet units on favorable terms, or at all, including as a result of unfavorable economic and
market conditions in those markets where our apartment communities are located;
our ability to lease or relet units due to social distancing or other restrictions that may frustrate our leasing activities;
our ability to successfully complete the lease-up of properties in our lease-up portfolio and attain expected rental and
occupancy rates due to social distancing or other restrictions that may frustrate our leasing activities;
our ability to continue our apartment unit redevelopment programs and attain increased rental rates for renovated or
upgraded units due to social distancing or other restrictions;
our ability to complete the construction of properties in our development portfolio on schedule and on budget due to
social distancing or other restrictions, labor shortages, supply chain disruptions and escalating labor and material costs;
the impact of supply chain disruptions and inflationary pressures on our normal business operations, including repair and
maintenance work and unit renovations and upgrades;
severe and prolonged disruption and instability in the financial markets, including the debt and equity capital markets,
which have already experienced and may continue to experience significant volatility, or deteriorations in credit and
financing conditions (or a refusal or failure of one or more lenders under our unsecured revolving credit facility to fund
their respective financing commitment to us), which may affect our ability to access capital necessary to fund our
business operations or refinance maturing debt on a timely basis, on attractive terms, or at all, which would adversely
affect our ability to meet liquidity and capital expenditure requirements;
sustained stock market volatility that negatively affects the market price of our securities, including market conditions
unrelated to our operating performance or prospects;
the impact on our workforce of any vaccine mandate implemented by governmental authorities, which could result in
employee attrition; and
our ability to manage our business to the extent our management or other personnel are impacted in significant numbers
by such public health event and are not willing, available or allowed to conduct work.
The potential impact that future disease outbreaks or other public health events, such as the COVID-19 pandemic, will have
on our business, financial condition, results of operation and cash flows is difficult to predict. To the extent a future disease outbreak
or other public health event, such as the COVID-19 pandemic, adversely affect our business, financial condition, results of operation
and cash flows, it may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K.
Unfavorable market and economic conditions could adversely affect occupancy levels, rental revenues and the value of our
properties.
General economic conditions in the U.S. have fluctuated significantly in recent quarters with the U.S. experiencing negative
macroeconomic conditions such as increasing inflationary and labor market concerns. Unfavorable market and economic conditions,
including as a result of public health events in the areas in which we operate may significantly affect our occupancy levels, our rental
rates and collections, the value of our properties and our ability to acquire or dispose of apartment communities on economically
favorable terms. Our ability to lease our apartment communities at favorable rates is adversely affected by the increase in supply in the
multifamily and other rental markets and is dependent upon the overall level in the economy, which may continue to be adversely
affected by, among other things, job losses and unemployment levels, personal debt levels, a downturn in the housing market, stock
market volatility, inflationary conditions and uncertainty about the future. Some of our major expenses generally do not decline when
related rents decline. We would expect that declines in our occupancy levels, rental revenues and/or the values of our apartment
communities would cause us to have less cash available to make payments on our debt and to make distributions, which could
adversely affect our financial condition or the market value of our securities. Factors that may affect our occupancy levels, our rental
revenues and/or the value of our apartment communities include the following, among others:
•
downturns in global, national, regional and local economic conditions, particularly increases in unemployment;
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declines in mortgage interest rates and home pricing, making alternative housing more affordable;
government or builder incentives with respect to home ownership, making alternative housing options more attractive;
local real estate market conditions, including oversupply of apartments or other housing available for rent, or a reduction
in demand for apartments in the area;
declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some
residents;
declines in market rental rates;
declines in household formation; and
increases in operating costs, if these costs cannot be passed through to our residents.
Failure to generate sufficient cash flow could limit our ability to make payments on our debt and to make distributions.
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. Our funds
from operations may be insufficient because of factors that are beyond our control. Such events or conditions could include:
• weakness in the general economy, which lowers job growth and the associated demand for apartment housing;
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competition from other apartment communities;
overbuilding of new apartments or oversupply of available apartments or alternative housing options (i.e. condominiums
or single-family houses for rent or sale) in our markets, which might adversely affect occupancy or rental rates and/or
require rent concessions in order to lease apartments;
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;
changes in governmental regulations and the related costs of compliance;
the enactment of rent control or rent stabilization laws in the areas in which we operate or other laws regulating
multifamily housing;
other changes in laws, including, but not limited to, tax laws and housing laws;
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.
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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 make distributions 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 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, 2022, 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 diversified our
investments into more than one asset class.
Our operations are concentrated in the Southeast, Southwest and Mid-Atlantic regions of the U.S.; we are subject to general
economic conditions in the regions in which we operate.
As of December 31, 2022, approximately 41.1% of our portfolio was located in our top five markets: Atlanta, Georgia;
Dallas, Texas; Austin, Texas; Orlando, Florida; and Charlotte, North Carolina. In addition, our overall operations are concentrated in
the Southeast, Southwest and Mid-Atlantic regions of the U.S. 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 economic conditions, job growth and
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unemployment in any of these markets deteriorate or any of these areas experiences natural disasters, the value of our portfolio, our
results of operations and our ability to make payments on our debt and to make distributions could be adversely affected.
Substantial competition among apartment communities and real estate companies may adversely affect our revenues and
acquisition and development opportunities.
There are numerous other apartment communities and real estate companies, some of which may 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 acquisition
and development 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 generate revenues, and (2) acquisition and development
opportunities. The activities of these competitors could cause us to pay higher prices for new properties than we otherwise would have
paid or may prevent us from purchasing desired properties at all, which could have a material adverse effect on us and our ability to
make payments on our debt and to make distributions.
Failure to succeed in new markets 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 and local economies, 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.
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 properly remediate, hazardous, toxic substances or petroleum
product releases 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 the 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 apartment 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 apartment community that we seek to acquire or
develop, 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 apartment communities will reveal:
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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 apartment communities;
or
that environmental matters will not have a material adverse effect on us and our ability to make payments on our debt
and to make distributions.
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 apartment communities previously sold by our predecessors or by us. There have been a number of
lawsuits against owners and operators of multifamily apartment 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 apartment communities as well as guidelines for promptly
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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 or health concerns, or allegations thereof, arise.
Our business and operations are subject to physical and transition risks related to climate change.
Many of our apartment communities are located along or near coastal areas that have historically been subject to the risk of
extreme weather events. To the extent climate change causes changes in weather patterns, areas where many of our communities are
located could experience more frequent and intense extreme weather events and rising sea levels, which may cause significant damage
to our properties, disrupt our operations and adversely impact our residents. Over time, such conditions could result in reduced
demand for housing in areas where our communities are located and increased costs related to further developing our communities to
mitigate the effects of climate change or repairing damage related to the effects of climate change that may or may not be fully
covered by insurance. Likewise, such conditions also may negatively impact the types and pricing of insurance we are able to procure.
Changes in federal, state and local laws and regulations on climate change could result in increased operating costs and/or
capital expenditures to improve the energy efficiency of our existing communities and could also require us to spend more on our new
development communities without a corresponding increase in rental revenues. For example, various laws and regulations have been
implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other
things, “green” building codes may seek to reduce emissions through the imposition of standards for design, construction materials,
water and energy usage and efficiency and waste management. The imposition of such requirements could increase the costs of
maintaining or improving our existing communities (for example by requiring retrofits of existing communities to improve their
energy efficiency and/or resistance to inclement weather) and developing new communities without creating corresponding increases
in rental revenues, which would have an adverse impact on our operating results.
Operations from new acquisitions, development projects and redevelopment activities may fail to perform as expected.
We intend to acquire, develop and redevelop apartment communities as part of our business strategy. Newly acquired,
developed or renovated properties may not perform as we expect. We may also overestimate the revenue (or underestimate the
expenses) that a new or repositioned property may generate. The occupancy rates and rents at these properties may fail to meet our
expectations underlying our investment.
In addition, with respect to acquisitions, 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 those apartment communities or
personnel would result in inefficiencies that could adversely affect our expected return on our investments. Likewise, 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 plan to sell apartment communities that no longer meet our long-term strategy. However, adverse market conditions
could limit our ability to sell properties when we want and to change our portfolio promptly to meet our strategic objectives.
Likewise, federal tax laws applicable to REITs limit our ability to profit on the sale of properties, and this limitation could prevent us
from selling properties when market conditions are favorable. From time to time, we may dispose of properties in transactions
intended to qualify as “like-kind exchanges” under Section 1031 of the Code. If a transaction intended to qualify as a Section 1031
exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are
amended or repealed, we may not be able to dispose of real properties on a tax deferred basis.
Development and construction risks could impact our profitability.
As of December 31, 2022, we had six development communities under construction representing 2,310 units once complete.
We may make further investments in these and other development communities as opportunities arise and may do so through joint
ventures with unaffiliated parties. 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;
• we may be unable to obtain financing for development activities under favorable terms, which could cause a delay in
construction resulting in increased costs, decreases in revenue and potentially cause us to abandon the opportunity;
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yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, higher than
expected concessions for lease-up and lower rents than initially estimated;
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;
• we may be unable to complete construction and lease-up of an apartment 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 apartment community may fluctuate depending on a number of factors,
including market and economic conditions, preventing us from meeting our profitability goals for that community;
• when we sell to third parties apartment communities or properties that we developed or renovated, we may be subject to
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warranty or construction defects that are uninsured or exceed the limit of our insurance;
our failure to successfully enter into a joint venture agreement may prohibit an otherwise advantageous investment if we
cannot raise the money through other means; and
adoption of laws and regulations designed to address climate change and its effects, including, for example, “green”
building codes, could increase our costs of development and cause delays in the construction of our development
communities.
Increasing real estate taxes, utilities and insurance premiums 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 and insurance premiums are subject to significant
increases and fluctuations, which can be widely outside of our control. For example, the potential impact of climate change and the
increased risk of extreme weather events and natural disasters could cause a significant increase in our insurance premiums and
adversely affect the availability of coverage. If the costs associated with real estate taxes, utilities and insurance premiums should
rise, without being offset by a corresponding increase in revenues, our results of operations could be negatively impacted, and our
ability to make payments on our debt and to make distributions could be adversely affected.
Short-term leases expose us to the effects of declining market rents and we may be unable to renew leases or relet units as leases
expire.
Our apartment leases are generally for a term of one year or less. The short-term nature of these leases generally serves to
reduce our risk to adverse effects of inflation as our leases allow for adjustments in the rental rate at the time of renewal, which may
enable us to seek rent increases. However, since our leases typically permit the residents to leave at the end of the lease term without
penalty, our revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. If we are unable
to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected
rates, then our financial condition and results of operations may be adversely affected.
We rely on information technology systems in our operations, and any breach or security failure of those systems could materially
adversely affect our business, financial condition, results of operations and reputation.
We rely on proprietary and third-party information technology systems to process, transmit and store information and to
manage or support our business processes. We store and maintain confidential financial and business information regarding us and
persons with whom we do business on our information technology systems. We also collect and hold personally identifiable
information of our residents and prospective residents in connection with our leasing and property management activities, and we
collect and hold personally identifiable information of our employees in connection with their employment. In addition, we engage
third-party service providers that may collect and hold personally identifiable information of our residents, prospective residents and
employees in connection with providing business services to us, including web hosting, property management, leasing, accounting,
payroll and benefit services. The protection of the information technology systems on which we rely is critically important to us. We
take steps, and generally require third-party service providers to take steps, to protect the security of the information maintained in our
and our service providers’ information technology systems, including the use of systems, software, tools and monitoring to provide
security for processing, transmitting and storing of the information. However, we face risks associated with breaches or security
failures of the information technology systems on which we rely, which could result from, among other incidents, cyber-attacks or
cyber-intrusions over the internet, malware, computer viruses or employee error or misconduct. This risk of a data breach or security
failure, particularly through cyber-attacks or cyber-intrusion, has generally increased due to the rise in new technologies and the
increased sophistication and activities of the perpetrators of attempted attacks and intrusions, including as a result of the intensification
of state-sponsored cybersecurity attacks during periods of geopolitical conflict, such as the ongoing conflict in Ukraine.
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The security measures put in place by us and our service providers cannot provide absolute security and there can be no
assurance that we or our service providers will not suffer a data security incident in the future, that unauthorized parties will not gain
access to sensitive information stored on our or our service providers’ 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. Even
the most well-protected information, networks, systems and facilities remain potentially vulnerable as 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 to
not be detected and, in fact, may not be detected. In addition, third-party information technology providers may not provide us with
fixes or updates to hardware or software in a manner as to avoid an unauthorized loss or disclosure or to address a known
vulnerability, which may subject us to known threats or downtime as a result of those delays. Accordingly, we and our service
providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures.
Further, we may be required to expend significant additional resources to continue to enhance information security measures and
internal processes and procedures or to investigate and remediate any information security vulnerabilities.
A data security incident could compromise our or our service providers’ information technology systems, and the information
stored by us or our service providers, including personally identifiable information of residents, prospective residents and employees,
could be accessed, misused, publicly disclosed, corrupted, lost or stolen. Any failure to prevent a data breach or a security failure of
our or our service providers’ information technology systems could interrupt our operations, result in downtime, divert our planned
efforts and resources from other projects, damage our reputation and brand, damage our competitive position, make it difficult for us
to attract and retain residents, subject us to liability claims or regulatory penalties and could materially and adversely affect our
business, financial condition or results of operations. Similarly, if our service providers fail to use adequate security or data protection
processes, or use personal data in an unpermitted or improper manner, we may be liable for certain losses and it may damage our
reputation.
Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our
properties.
We must own, operate, manage, acquire, develop and redevelop our properties in compliance with numerous federal, state
and local laws and regulations. For example, the Americans with Disabilities Act of 1990, the Fair Housing Act of 1988 and other
federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance
could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to
modify our existing apartment communities. These laws may also restrict renovations by requiring improved access to such buildings
by disabled persons or may require us to add other structural features that increase our construction costs. We cannot ascertain the
costs of compliance with these laws, which may be substantial.
We do not know whether the legal requirements we are subject to will change or whether new requirements will be imposed.
Changes in laws and regulations could require us to make significant unanticipated expenditures and limit our ability to recover
increases in operating expenses, impose limitations on our ability to increase rents or charge certain fees, impose limitations on our
ability to enforce remedies for the failure to pay rent or otherwise adversely impact our operations. For example, as the eviction
moratoria enacted in light of the COVID-19 pandemic began to lapse in 2021, many state and local governments implemented policies
to prevent or delay formal eviction proceedings. Likewise, the federal government has urged all states to adopt eviction diversion
strategies, including, among others, a requirement for landlords to apply for rental assistance prior to filing for eviction and the
extension of pending eviction cases to provide sufficient time for rental assistance applications to be processed, while also
recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental
assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants. In addition, we have seen an
increase in state and local governments implementing, considering or being urged by tenant advocacy groups to consider rent control
or rent stabilization laws and regulations as well as tenants’ rights laws and regulations. Any such future enactments in the markets in
which we operate could have a significant adverse impact on our results of operations and the value of our properties.
Legal proceedings that we become involved in from time to time could adversely affect our business.
As an owner, operator and developer of multifamily apartment communities, we may become involved in various legal
proceedings, including, but not limited to, proceedings related to commercial, development, employment, competition, environmental,
securities, shareholder, tenant or tort legal issues, some of which could result in a class action lawsuit. For example, as described in
more detail in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are currently a
defendant in lawsuits filed by plaintiffs individually and on behalf of a purported class of plaintiffs, against the company, among other
defendants, alleging that RealPage, Inc. and lessors of multifamily residential real estate conspired to artificially inflate the prices of
multifamily residential real estate above competitive levels.
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Legal proceedings, if decided adversely to or settled by us, and not covered by insurance, could result in liability material to
our financial condition, results of operations or cash flows. Likewise, regardless of outcome, legal proceedings could result in
substantial costs and expenses, affect the availability or cost of some of our insurance coverage and significantly divert the attention of
our management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, any pending or
future legal proceedings to which we become subject.
Extreme weather or natural disasters may cause significant damage to our properties and losses from catastrophes could exceed
our insurance coverage.
Many of our apartment communities are located in areas that may be subject to extreme weather and natural disasters, such as
floods, tornados, hurricanes and earthquakes, the likelihood or frequency of which events could increase in part based on the impact of
climate change. Such events may cause significant damage to our properties, disrupt our operations and adversely impact our
residents. There can be no assurances that such conditions will not have a material adverse effect on our properties, operations or
business.
We carry property insurance on our apartment communities and intend to obtain similar coverage for apartment communities
we acquire in the future. However, some losses, generally of a catastrophic nature, such as losses from floods, tornados, hurricanes or
earthquakes, are subject to limitations, and therefore may be uninsured. We exercise our discretion in determining amounts, coverage
limits and deductibility provisions of insurance, with a view to maintaining what we believe is 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.
Acts of violence could decrease the value of our assets and could have an adverse effect on our business and results of operations.
Our apartment communities could directly or indirectly be the location or target of actual or threatened terrorist attacks,
crimes, shootings or other acts of violence, the occurrence of which could impact the value of our communities through damage,
destruction, loss or increased security costs, as well as result in operational losses due to reduced rental demand, and the availability of
insurance may be limited or may be subject to substantial costs. If such an incident were to occur at one of our apartment
communities, we may also become subject to significant liability claims. In addition, the adverse effects that actual or threatened
terrorist attacks could have on national economic conditions, as well as economic conditions in the markets in which we operate, could
similarly have a material adverse effect on our business and results of operations.
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, 2022, the amount of our total debt was $4.4 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
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may be insufficient to make required payments of principal and interest;
debt service obligations will reduce funds available for distribution 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;
• we may default on our indebtedness, which could result in acceleration of those obligations, assignment of rents and
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leases and loss of properties to foreclosure; and
if one of our subsidiaries defaults, it could trigger a cross default or cross acceleration provision under other
indebtedness, which could cause an immediate default or could allow the lenders to declare all funds borrowed
thereunder to be due and payable.
If any one of these events was to occur, our financial condition and results of operations could be materially and adversely
affected.
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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 either secured 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 are unable to refinance our indebtedness on acceptable terms, if at all, we might be forced to dispose of one or
more of our apartment 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 payments on our debt and to make distributions. 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.
Rising interest rates could adversely affect our results of operations and cash flows.
We have incurred and expect in the future to incur indebtedness that bears interest at variable rates. Interest rates have
increased, and to the extent that the current high interest rate environment increases further, we could experience higher interest
expense on our variable-rate debt or increase interest rates when refinancing maturing fixed-rate debt, which could have a material
adverse effect on us and our ability to make payments on our debt and to make distributions or cause us to be in default under certain
debt instruments. In addition, a further increase in market interest rates may lead holders of shares of our 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. Any
increase in the federal funds rate due to key economic indicators, such as the unemployment rate or inflation, may cause interest rates
and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. Any continued
adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.
We may incur additional debt in the future, which may adversely impact our financial condition.
We currently fund the acquisition and development of apartment communities partially through borrowings (including our
commercial paper program and revolving credit facility) as well as from other sources such as sales of apartment communities which
no longer meet our investment criteria. In addition, we may fund other of our capital requirements through additional debt. Our
organizational documents do not contain any limitation on the amount of indebtedness that we may incur, and we may incur 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 and an increased risk of default on our
obligations, which could have a material adverse effect on our financial condition, our ability to access debt and equity capital markets
in the future and our ability to make payments on our debt and to make distributions.
The restrictive terms of certain of our indebtedness may cause acceleration of debt payments.
As of December 31, 2022, we had outstanding borrowings of $4.4 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, and cross default provisions with other material debt. Our ability to comply with these financial covenants may be affected by
changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory
developments or other events adversely impacting us. 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 our financial
condition and our ability to make payments on our debt and to make distributions.
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 unsecured 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
include their assessment of our financial strength, liquidity, capital structure, asset quality and sustainability of cash flows 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.
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Financing may not be available and could be dilutive.
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.
We and other companies in the real estate industry have experienced limited availability of financing from time to time.
Dislocations and liquidity disruptions in capital and credit markets could impact liquidity in the debt markets, which could result in
financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. Likewise, disruptions could
impede the ability of our counterparties to perform on their contractual obligations. Should the capital and credit markets experience
volatility and the availability of funds again becomes limited, or be available only on unattractive terms, we will incur increased costs
associated with issuing debt instruments. In addition, it is possible that our ability to access the capital and credit markets may be
limited or precluded by these or other factors at a time when we would like, or need, to do so, which would adversely impact our
ability to refinance maturing debt and/or react to changing economic and business conditions. Uncertainty in the credit markets could
negatively impact our ability to make acquisitions and make it more difficult or not possible for us to sell properties or may adversely
affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or
difficulties in obtaining debt financing. Potential continued disruptions in the financial markets could also have other unknown
adverse effects on us or the economy generally and may cause the price of our securities to fluctuate significantly and/or to decline. If
we issue additional equity securities to obtain additional capital, 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 an investor acquires 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 the holder to sell the shares and turn over any profit to MAA, or MAA will redeem the shares. If MAA
redeems the shares, the holder will be paid a price equal to the lesser of:
o
o
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 the 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).
o
o
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.
If an investor acquires shares in violation of the limits on ownership described above, the holder may:
•
•
•
lose its power to dispose of the shares;
not recognize profit from the sale of such shares if the market price of the shares increases; and
be required to recognize a loss from the sale of such shares if the market price decreases.
18
Future offerings of debt or equity securities, which may rank senior to MAA’s stock, may adversely affect the market price of
MAA’s stock.
If we decide to issue additional debt securities in the future, which would rank senior to MAA’s common stock, it is likely
that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally,
any equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges
more favorable than those of MAA’s common stock and may result in dilution to owners of MAA’s common stock. We and,
indirectly, MAA’s shareholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or
equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or
estimate the amount, timing or nature of any future offerings. Thus, holders of MAA’s common stock will bear the risk of our future
offerings reducing the market price of MAA’s common stock and diluting the value of their stock holdings.
The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other
considerations.
Though our Board of Directors has a history of declaring dividends in advance of the quarter they are paid, the form, timing
and amount of dividend distributions will be declared, and standing practice changed, at the discretion of the Board of Directors. The
form, timing and amount of dividend distributions will depend on actual cash from operations, our financial condition, capital
requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as our Board of Directors
may consider relevant. Our Board of Directors may modify our dividend policy from time to time.
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, 868,000 of which have
been designated as 8.50% Series I Cumulative Redeemable Preferred Stock, which we refer to as MAA Series I preferred stock. In
addition to the MAA Series I preferred stock, the Board of Directors may establish the preferences and rights of any other series of
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, 2022, 867,846 shares of preferred
stock were issued and outstanding, all of which shares were MAA Series I preferred stock.
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.
Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to
new risks.
We have a significant institutional investor base, and there is an increasing focus from institutional investors and other
stakeholders on corporate responsibility, specifically related to environmental, social and governance, or ESG, factors. Some
institutional investors may use these factors to guide their investment strategies, and many institutional investors focus on positive
ESG business practices and may consider a company’s ESG score when making an investment decision. In addition, many
institutional investors may use ESG scores to benchmark companies against their peers. Third-party providers of corporate
responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards.
In addition, the criteria by which companies’ ESG practices are assessed are evolving and inconsistent, which could result in greater
expectations of us and cause us to undertake costly initiatives to satisfy any new or contradictory criteria. Alternatively, if we elect
not to or are unable to satisfy new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude
that our ESG business practices are inadequate. We may face reputational damage in the event that our corporate responsibility
standards do not meet the standards set by various stakeholders. In addition, in the event that we communicate certain ESG initiatives
and goals, we could fail, or be perceived to have failed, in our achievement of our initiatives or goals, or we could be criticized for the
scope of our initiatives or goals or the achievement of our initiatives or goals may be costly. If we fail to satisfy the ESG expectations
of investors and other stakeholders or our initiatives are not executed as planned, our reputation and financial results and the market
price of MAA’s common stock could be adversely affected.
19
Market interest rates may have an adverse effect on the market value of MAA’s common stock.
The market price of shares of common stock 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 future borrowing costs and potentially decrease funds available for
distribution. This could cause the market price of MAA’s common stock to go down.
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 common stock.
The stock markets, including the NYSE, on which MAA lists its common stock, have, at times, 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. The market price of MAA’s publicly traded securities may be affected by many factors, including, but not limited to 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
a forward sale agreement and MAA’s at-the-market share offering program, or ATM program;
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;
the passage of legislation or other regulatory developments that adversely affect us or our industry;
speculation in the press or investment community;
actions by institutional shareholders or hedge funds;
the issuance of ratings, reports and scores related to our corporate responsibility and ESG reports and disclosures;
changes in accounting principles;
terrorist acts; and
general market conditions, including factors unrelated to our performance.
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.
20
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 of
the Operating Partnership and all 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 unitholders of the
Operating Partnership and all shareholders of MAA.
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 unitholders of the Operating Partnership 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 unitholders of the Operating Partnership. Also, MAA owns approximately 97.3% 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.
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 make payments on its debt and to
make distributions to its unitholders, which may cause MAA to not have the funds to make 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, to make payments on its debt or to make
distributions to its 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, MAA will be subject to federal income tax on its taxable
income at regular corporate rates without the benefit of the dividends paid deduction applicable to REITs. In addition, unless MAA is
entitled to relief under applicable statutory provisions, MAA would be ineligible to make an election for treatment as a REIT for the
four taxable years following the year in which it 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. MAA’s
failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and would adversely affect the value
of MAA’s common stock.
21
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. MAA cannot assure, however, that it is qualified or will remain qualified as a REIT. 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 qualification as a REIT. Even if MAA qualifies as a REIT, MAA will be subject
to various federal, state and local taxes, including property taxes and income taxes on taxable income that MAA does not timely
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 TRS, and those TRS will be subject to federal income tax at regular corporate
rates on their taxable income without the benefit of the dividends paid deduction applicable to REITs.
Furthermore, we have a subsidiary that has elected to be treated as a REIT, and if our subsidiary REIT were to fail to qualify
as a REIT, it is possible that we also would fail to qualify as a REIT unless we (or the subsidiary REIT) could qualify for certain relief
provisions. The qualification of our subsidiary REIT as a REIT will depend on satisfaction, on an annual or quarterly basis, of
numerous requirements set forth in highly technical and complex provisions of the Code for which there are only limited judicial or
administrative interpretations. A determination as to whether such requirements are satisfied involves various factual matters and
circumstances not entirely within our control. The fact that we hold substantially all of our assets through the Operating Partnership
and its subsidiaries further complicates the application of the REIT requirements for us. No assurance can be given that our subsidiary
REIT will qualify as a REIT for any particular year.
If any REIT previously acquired by us failed to qualify as a REIT for U.S. federal income tax purposes, we would incur adverse
tax consequences and our financial condition and results of operations would be materially adversely affected.
In the past, we have acquired companies that operated in a manner intended to allow them to qualify as REITs for U.S.
federal income tax purposes. If any such REIT previously acquired by MAA, referred to as a Merged REIT, is determined to have lost
its REIT status at any time prior to its merger with MAA, MAA would be subject to serious adverse tax consequences, including:
• MAA would be required to pay U.S. federal income tax at regular corporate rates on the taxable income of such Merged
REIT without the benefit of the dividends paid deduction for the taxable years that the Merged REIT did not qualify as a
REIT and for which the statute of limitations period remains open; and
• MAA would be required to pay any federal alternative minimum tax liability of the Merged REIT and any applicable
state and local tax liability, in each case, for all taxable years that remain open under the applicable statute of limitations
periods.
MAA is liable for any tax liability of a Merged REIT with respect to any periods prior to the merger of such Merged REIT
with MAA. If a Merged REIT failed to qualify as a REIT, then in the event of a taxable disposition by MAA of an asset previously
held by the Merged REIT during a specified period of up to five years following the merger of the Merged REIT with MAA, MAA
will be subject to corporate income tax with respect to any built-in gain inherent in such asset as of the date of such merger. In
addition, unless an applicable statutory relief provision applies, if a Merged REIT failed to qualify as a REIT for a taxable year, then
the Merged REIT would not have been entitled to re-elect to be taxed as a REIT until the fifth taxable year following the year during
which it was disqualified. Furthermore, if both MAA and a Merged REIT were “investment companies” under the “investment
company” rules set forth in Section 368 of the Code at the time of the merger of MAA and such Merged REIT, the failure of MAA or
such Merged REIT to have qualified as a REIT at the time of their merger could result in such merger being treated as taxable for
federal income tax purposes. As a result of all these factors, the failure by a Merged REIT to have qualified as a REIT could
jeopardize MAA’s qualification as a REIT and require the Operating Partnership to provide material amounts of cash to MAA to
satisfy MAA’s additional tax liabilities and, therefore, could have a material adverse effect on MAA’s business prospects, financial
condition or results of operations and on MAA’s ability to make payments on our debt and to make distributions.
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.
22
Certain dispositions of property by us may generate prohibited transaction income, resulting in a 100% penalty tax on any gain
attributable to the disposition.
Any gain resulting from a transfer of property that we hold as inventory or primarily for sale to customers in the ordinary
course of business would be treated for federal income tax purposes as income from a prohibited transaction that is subject to a 100%
penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of
property would be considered prohibited transactions. Whether property is held for investment purposes is a question of fact that
depends on all the facts and circumstances surrounding the particular transaction. As such, the IRS may contend that certain transfers
or disposals of properties by us are prohibited transactions. If the IRS were to argue successfully that a transfer or disposition of
property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from
the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income
tests for qualification as a REIT for federal income tax purposes. A safe harbor to the characterization of the disposition of property as
a prohibited transaction and the resulting imposition of the 100% tax is available; however, we cannot assure that we will be able to
comply with such safe harbor in connection with any property dispositions.
Legislative or regulatory income tax changes related to REITs could materially and adversely affect us.
The U.S. federal income tax laws and regulations governing REITs and their shareholders, as well as the administrative
interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive
effect. No assurance can be given as to whether, when, or in what form changes to the U.S. federal income tax laws applicable to us
and MAA’s shareholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws
could adversely affect an investment in MAA’s stock.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and
Mid-Atlantic regions of the United States with the potential for above average growth and return on investment. Approximately 70%
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 upscale amenities, extensive landscaping and
attention to aesthetic detail.
23
The following schedule summarizes our apartment community portfolio and occupancy levels by location, as of
December 31, 2022:
Atlanta, GA
Dallas, TX
Austin, TX
Charlotte, NC
Raleigh/Durham, NC
Orlando, FL
Tampa, FL
Houston, TX
Nashville, TN
Fort Worth, TX
Jacksonville, FL
Charleston, SC
Phoenix, AZ
Greenville, SC
Richmond, VA
Northern Virginia
Savannah, GA
Memphis, TN
San Antonio, TX
Birmingham, AL
Fredericksburg, VA
Huntsville, AL
Kansas City, MO-KS
Chattanooga, TN
Lexington, KY
Denver, CO
Norfolk / Hampton / Virginia Beach, VA
Las Vegas, NV
Tallahassee, FL
Columbia, SC
South Florida, FL
Gainesville, FL
Louisville, KY
Maryland
Gulf Shores, AL
Panama City, FL
Charlottesville, VA
Same Store
Orlando, FL
Austin, TX
Dallas, TX
Phoenix, AZ
Charlotte, NC
Houston, TX
Denver, CO
Tampa, FL
Fort Worth, TX
Gulf Shores, AL
Salt Lake City, UT
Raleigh/Durham, NC
Atlanta, GA
Total (5)
Number of Communities (1)
29
27
20
20
15
13
15
15
12
9
9
11
8
10
7
4
7
4
4
5
4
3
3
4
4
2
3
2
2
2
1
2
1
1
1
1
1
281
2
1
— (4)
2
1
1
2
2
— (4)
1
1
1
1
296
Number of Units (2)
Average Physical Occupancy (3)
11,434
9,767
6,829
5,867
5,350
5,274
5,220
4,867
4,375
3,519
3,496
3,168
2,623
2,355
2,004
1,888
1,837
1,811
1,504
1,462
1,435
1,228
1,110
943
924
812
788
721
604
576
480
468
384
361
324
254
251
96,313
633
350
348
345
344
308
306
196
168
96
—
—
—
99,407
95.4%
95.6%
95.2%
95.8%
95.6%
96.2%
96.0%
95.6%
95.8%
95.5%
96.5%
95.9%
95.9%
96.3%
96.1%
95.7%
96.7%
95.0%
95.6%
95.8%
96.3%
95.6%
95.7%
96.5%
96.3%
95.7%
96.9%
95.1%
96.2%
94.3%
95.4%
95.6%
96.6%
95.7%
96.1%
96.1%
96.8%
95.7%
80.7%
54.8%
95.6%
93.7%
88.8%
70.8%
80.9%
83.5%
96.4%
97.7%
—
—
—
95.3%
(1)
(2)
(3)
(4)
(5)
Number of communities includes six communities under development as of December 31, 2022.
Number of units excludes development units not yet delivered.
Average physical occupancy is calculated by dividing the average daily number of units occupied in 2022 by the total number of units at each apartment
community.
Represents a MAA multifamily apartment community expansion development.
Schedule excludes a 269 unit joint venture property in Washington, D.C.
Thirty-four of our apartment communities reflected in the above schedule also include retail components. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for a
discussion of our Same Store and Non-Same Store and Other segments.
24
Mortgage Financing
As of December 31, 2022, we had $367.2 million of indebtedness collateralized, secured and outstanding as set forth in
Schedule III – Real Estate and Accumulated Depreciation included in this Annual Report on Form 10-K.
Item 3. Legal Proceedings.
As disclosed in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are
engaged in certain legal proceedings, and the disclosure set forth in Note 11 relating to legal proceedings is incorporated herein by
reference.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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. As of February 9, 2023, there were approximately 2,200 holders of record of the common stock. MAA believes it has
a significantly larger number of beneficial owners of its common stock.
MAA has a history of declaring dividends to holders of MAA common stock. The timing and amount of future dividends will
depend on actual cash flows from operations, our financial condition, capital requirements, the annual distribution requirements under
the REIT provisions of the Code and other factors as MAA’s Board of Directors deems relevant. MAA’s Board of Directors may
modify our dividend policy from time to time.
Direct Stock Purchase and Distribution Reinvestment Plan
We have established the dividend and distribution reinvestment stock purchase plan, or 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. During the year
ended December 31, 2022 we had issuances with no discounts through our DRSPP of 6,547 shares.
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. As of December 31, 2022, there were 118,645,269 OP Units
outstanding in the Operating Partnership, of which 115,480,336 OP Units, or 97.3%, were owned by MAA and 3,164,933 OP Units,
or 2.7%, 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 MAA’s
common stock at the time of redemption, at the option of MAA. During the year ended December 31, 2022, MAA issued a total of
41,184 shares of common stock upon redemption of OP Units.
At-the-Market Share Offering Program
In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing
MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents
into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward
purchasers. Under the current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common
stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program.
During the year ended December 31, 2022, MAA did not sell any shares of common stock under its ATM program. As of
December 31, 2022, there were 4.0 million shares remaining under the current ATM program.
25
Stock Repurchase Plan
In December 2015, MAA’s Board of Directors authorized the repurchase of 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. From time to time, we
may repurchase shares under this 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. As of December 31, 2022, no shares have been
repurchased under the authorization.
Purchases of Equity Securities
The following table reflects repurchases of shares of MAA’s common stock during the three months ended December 31,
2022:
Period
October 1, 2022 - October 31, 2022
November 1, 2022 - November 30, 2022
December 1, 2022 - December 31, 2022
Total
(1)
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)
—
—
—
—
4,000,000
4,000,000
4,000,000
4,000,000
This column reflects the number of shares of MAA’s common stock that are available for purchase under the 4.0 million share repurchase program
authorized by MAA’s Board of Directors in December 2015.
Comparison of Five-year Cumulative Total Returns
The following graph compares the cumulative total returns of the shareholders of MAA since December 31, 2017 with the
S&P 500 Index and the Dow Jones U.S. Real Estate Apartments Index. 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.
Mid-America Apartment Communities, Inc.
S&P 500 Index
DJ US REIT Apartment Index
$
$
100.00
100.00
100.00
$
98.94
95.62
102.19
$
141.00
125.72
130.92
$
140.10
148.85
115.30
$
260.40
191.58
186.51
2017
2018
2019
2020
2021
Year Ended December 31,
2022
182.93
156.88
126.67
Item 6. [Reserved].
26
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 97.3% interest as of December 31, 2022. MAA
conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in
conjunction with the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. This
discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results, performance or
achievements may differ materially from those expressed or implied by such forward-looking statements as a result of many factors,
including, but not limited to, those under the heading “Risk Factors” in this Annual Report on Form 10-K.
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or
REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and
Mid-Atlantic regions of the United States. As of December 31, 2022, we owned and operated 290 apartment communities (which does
not include development properties under construction) through the Operating Partnership and its subsidiaries, and had an ownership
interest in one apartment community through an unconsolidated real estate joint venture. In addition, as of December 31, 2022, we had
six development communities under construction, and 34 of our apartment communities included retail components. Our apartment
communities, including development communities under construction, were located across 16 states and the District of Columbia as of
December 31, 2022.
We report in two segments, Same Store and Non-Same Store and Other. Our Same Store segment represents those apartment
communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year. Our Non-Same Store
and Other segment includes recently acquired communities, communities being developed or in lease-up, communities identified for
disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to
be Same Store communities. Also included in our Non-Same Store and Other segment are non-multifamily activities and storm related
expenses related to hurricanes. Additional information regarding the composition of our segments is included in Note 13 to the
consolidated financial statements included in this Annual Report on Form 10-K.
Overview
For the year ended December 31, 2022, net income available for MAA common shareholders was $633.7 million as
compared to $530.1 million for the year ended December 31, 2021. Results for the year ended December 31, 2022 included $215.6
million of gain related to the sale of real estate assets and $29.9 million in net casualty gain primarily due to winter storm Uri, partially
offset by $35.8 million of non-cash loss, net of tax, from investments and $21.1 million of non-cash loss related to the fair value
adjustment of the embedded derivative in the MAA Series I preferred shares. Results for the year ended December 31, 2021 included
$221.2 million of gain related to the sale of real estate assets and $40.9 million of non-cash gain, net of tax, from investments.
Revenues for the year ended December 31, 2022 increased 13.6% as compared to the year ended December 31, 2021, driven by a
13.5% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the year ended
December 31, 2022 increased by 7.8% as compared to the year ended December 31, 2021, driven by a 7.6% increase in our Same
Store segment. The primary drivers of these changes are discussed in the “Results of Operations” section.
Trends
During the year ended December 31, 2022, revenue growth for our Same Store segment continued to be primarily driven by
growth in average effective rent per unit. The average effective rent per unit for our Same Store segment continued to increase from
the prior year, up 14.6% for the year ended December 31, 2022 as compared to the year ended December 31, 2021. Average effective
rent per unit represents the average of gross rent amounts, after the effect of leasing concessions, for occupied apartment units plus
prevalent market rates asked for unoccupied apartment units, divided by the total number of units. Leasing concessions represent
discounts to the current market rate. We believe average effective rent per unit is a helpful measurement in evaluating average pricing;
however, it does not represent actual rental revenue collected per unit.
For the year ended December 31, 2022, average physical occupancy for our Same Store segment was 95.7%, as compared to
96.1% for the year ended December 31, 2021. Average physical occupancy is a measurement of the total number of our apartment
units that are occupied by residents, and it represents the average of the daily physical occupancy for the period.
An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points in
the Southeast, Southwest and Mid-Atlantic regions of the U.S. This diversity tends to mitigate exposure to economic issues in any one
geographic market or area. We believe that a well-balanced portfolio, including both urban and suburban locations, with a broad range
of monthly rent price points, will perform well in economic up cycles as well as better weather economic down cycles. Through our
investment in 39 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types
and monthly rent price points.
Though demand for apartments moderated during the second half of 2022, we were able to maintain strong rent growth. We
believe demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job
27
growth, population growth, household formation and in-migration. While our rent growth and rent collection trends during the year
ended December 31, 2022 were strong, we continue to monitor pressures surrounding inflation trends, general economic conditions
and housing supply. A worsening of the current environment could contribute to uncertain rent collections going forward and suppress
demand for apartments and could drive lower rent growth on new leases and renewals than what we achieved during the year ended
December 31, 2022. Current elevated supply levels could further affect rent growth for our portfolio, though we expect the demand
side to continue to be more impactful over the long term. Supply chain and inflationary pressures have driven higher operating
expenses during the year ended December 31, 2022, particularly in personnel, repairs and maintenance and real estate taxes, and this
trend may continue going forward.
Access to the financial markets remains available for high credit rated borrowers. However, a prolonged disruption of the
markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our
operations or refinance maturing debt in the future. Additionally, rising interest rates could negatively impact our borrowing costs for
any variable rate borrowings or refinancing activity.
Results of Operations
For the year ended December 31, 2022, we achieved net income available for MAA common shareholders of $633.7 million,
a 19.6% increase as compared to the year ended December 31, 2021, and total revenue growth of $241.8 million, representing a 13.6%
increase in property revenues as compared to the year ended December 31, 2021. The following discussion describes the primary
drivers of the increase in net income available for MAA common shareholders for the year ended December 31, 2022 as compared to
the year ended December 31, 2021. A discussion of the results of operations for the year ended December 31, 2021 as compared to the
year ended December 31, 2020 is found in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31,
2021, filed with the SEC on February 17, 2022, which is available free of charge on the SEC’s website at https://www.sec.gov and on
our website at https://www.maac.com, on the “For Investors” page under “Filings and Financials—Annual Reports.”
Property Revenues
The following table reflects our property revenues by segment for the year ended December 31, 2022 (dollars in thousands):
December 31, 2022
December 31, 2021
Increase
% Change
Same Store
Non-Same Store and Other
Total
$
$
1,924,709
95,157
2,019,866
$
$
1,695,234
82,848
1,778,082
$
$
229,475
12,309
241,784
13.5%
14.9%
13.6%
The increase in rental revenues for our Same Store segment for the year ended December 31, 2022 as compared to the year
ended December 31, 2021 was the primary driver of total property revenue growth. The Same Store segment generated a 13.5%
increase in revenues for the year ended December 31, 2022, primarily the result of average effective rent per unit growth of 14.6% as
compared to the year ended December 31, 2021, partially offset by lower average physical occupancy. The increase in property
revenues from the Non-Same Store and Other segment for the year ended December 31, 2022 as compared to the year ended
December 31, 2021 was primarily the result of increased revenues from recently completed development communities and acquired
communities, partially offset by decreased revenues from recently disposed communities.
Property Operating Expenses
Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and
insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by
segment for the year ended December 31, 2022 (dollars in thousands):
Same Store
Non-Same Store and Other
Total
$
$
682,014
41,680
723,694
$
$
633,662
37,503
671,165
$
$
48,352
4,177
52,529
7.6%
11.1%
7.8%
December 31, 2022
December 31, 2021
Increase
% Change
The increase in property operating expenses for our Same Store segment for the year ended December 31, 2022 as compared
to the year ended December 31, 2021 was primarily driven by increases in real estate tax expense of $15.0 million, personnel expense
of $9.6 million, building repairs and maintenance of $9.2 million, utilities expense of $6.9 million, office operations expense of $4.3
million, and insurance expense of $3.1 million. The increase in property operating expenses from the Non-Same Store and Other
segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was primarily the result of $1.8
million of storm-related expenses related to hurricanes and increased property operating expenses from recently completed
development communities and acquired communities, partially offset by decreased property operating expenses from recently
disposed communities.
28
Depreciation and Amortization
Depreciation and amortization expense for the year ended December 31, 2022 was $543.0 million, an increase of $9.6 million
as compared to the year ended December 31, 2021. The increase was primarily driven by the recognition of depreciation expense
associated with our recently completed development communities and capital spend activities made in the normal course of business
during the year ended December 31, 2022, partially offset from decreased depreciation expense from recently disposed communities.
Other Income and Expenses
Property management expenses for the year ended December 31, 2022 were $65.5 million, an increase of $9.7 million as
compared to the year ended December 31, 2021. General and administrative expenses for the year ended December 31, 2022 were
$58.8 million, an increase of $5.9 million as compared to the year ended December 31, 2021.
Interest expense for the year ended December 31, 2022 was $154.7 million, a decrease of $2.1 million as compared to the
year ended December 31, 2021. The decrease was primarily due to a decrease in our average outstanding debt balance during the year
ended December 31, 2022 as compared to the year ended December 31, 2021.
For the year ended December 31, 2022, we disposed of four apartment communities, resulting in a gain on sale of depreciable
real estate assets of $214.8 million. For the year ended December 31, 2021, we disposed of seven apartment communities, resulting in
a gain on sale of depreciable real estate assets of $220.4 million. During the year ended December 31, 2022, we disposed of two land
parcels resulting in a gain on sale of non-depreciable real estate assets of $0.8 million. During the year ended December 31, 2021, we
disposed of five land parcels resulting in a gain on sale of non-depreciable real estate assets of $0.8 million.
Other non-operating expense (income) for the year ended December 31, 2022 was $42.7 million of expense, as compared to
$33.9 million of income for the year ended December 31, 2021. The expense for the year ended December 31, 2022 was driven by
$45.4 million of non-cash loss from investments, $21.1 million of non-cash loss related to the fair value adjustment of the embedded
derivative in the MAA Series I preferred shares, partially offset by $29.9 million in net casualty gain primarily due to winter storm
Uri. The income for the year ended December 31, 2021 was driven by $51.7 million of non-cash gain from investments, partially
offset by $13.4 million in debt extinguishment costs and $4.6 million of non-cash loss related to the fair value adjustment of the
embedded derivative.
Funds from Operations and Core Funds from Operations
Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common
shareholders (computed in accordance with the U.S. generally accepted accounting principles, or GAAP) excluding gains or losses on
disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income
attributable to noncontrolling interests and adjustments for joint ventures. Because net income attributable to noncontrolling interests
is added back, FFO, when used in this Annual Report on Form 10-K, represents FFO attributable to the Company.
FFO should not be considered as an alternative to net income available for MAA common shareholders or any other GAAP
measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing
activities as a measure of liquidity. Management believes that FFO is helpful to investors in understanding our operating performance,
primarily because its calculation excludes depreciation and amortization expense on real estate assets and gain on sale of depreciable
real estate assets. We believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the
value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. While our
calculation of FFO is in accordance with the National Association of Real Estate Investment Trusts’, or NAREIT’s, definition, it may
differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other
REITs.
Core FFO represents FFO as adjusted for items that are not considered part of our core business operations, such as
adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares; gain or loss on sale of non-
depreciable assets; gain or loss on investments, net of tax; casualty related (recoveries) charges, net; gain or loss on debt
extinguishment; legal costs and settlements, net; COVID-19 related costs and mark-to-market debt adjustments. While our definition
of Core FFO may be similar to others in the industry, our methodology for calculating Core FFO may differ from that utilized by other
REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to net
income available for MAA common shareholders, or any other GAAP measurement, as an indicator of operating performance or as an
alternative to cash flow from operating, investing and financing activities as a measure of liquidity. We believe that Core FFO is
helpful in understanding our core operating performance between periods in that it removes certain items that by their nature are not
comparable over periods and therefore tend to obscure actual operating performance from rental activities.
29
The following table presents a reconciliation of net income available for MAA common shareholders to FFO and Core FFO
for the years ended December 31, 2022 and 2021, as we believe net income available for MAA common shareholders is the most
directly comparable GAAP measure (dollars in thousands):
Net income available for MAA common shareholders
Depreciation and amortization of real estate assets
Gain on sale of depreciable real estate assets
Depreciation and amortization of real estate assets
of real estate joint venture
Net income attributable to noncontrolling interests
FFO attributable to the Company
Loss on embedded derivative in preferred shares (1)
Gain on sale of non-depreciable real estate assets
Loss (gain) on investments, net of tax (1)(2)
Casualty related (recoveries) charges, net (3)
Loss on debt extinguishment (1)
Legal costs and settlements, net (1)
COVID-19 related costs (1)
Mark-to-market debt adjustment (4)
Core FFO
Year ended December 31,
2021
2022
$
$
$
633,748
535,835
(214,762)
621
17,340
972,782
21,107
(809)
35,822
(29,930)
47
8,535
575
77
1,008,206
$
530,103
526,220
(220,428)
616
16,911
853,422
4,560
(811)
(40,875)
1,524
13,391
(2,167)
1,301
270
830,615
(1)
(2)
(3)
(4)
Included in “Other non-operating expense (income)” in the Consolidated Statements of Operations.
For the years ended December 31, 2022 and 2021, loss (gain) on investments are presented net of tax benefit of $9.5 million and net of tax expense of $10.8
million, respectively.
During the year ended December 31, 2022, MAA incurred $5.8 million in casualty losses related to winter storm Elliot (primarily building repairs,
landscaping and asset write-offs). During the year ended December 31, 2021, MAA incurred $26.0 million in casualty losses related to winter storm Uri.
The majority of the storm costs are expected to be or have been reimbursed through insurance coverage. An insurance recovery was recognized in Other
non-operating expense (income) in the amount of the recognized losses that MAA expects to recover. Additional costs related to the storms that are not
expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, including the receipt of insurance proceeds
that exceeded the recognized casualty losses from winter storm Uri, are reflected in Casualty related (recoveries) charges, net. For the year ended
December 31, 2022, MAA recognized $29.0 million from the receipt of insurance proceeds that exceeded its casualty losses related to winter storm Uri. The
adjustments are primarily included in “Other non-operating expense (income)” in the Consolidated Statements of Operations.
Included in “Interest expense” in the Consolidated Statements of Operations.
Core FFO for the year ended December 31, 2022 was $1.0 billion, an increase of $177.6 million as compared to the year
ended December 31, 2021, primarily as a result of an increase in property revenues of $241.8 million, partially offset by increases in
property operating expenses, excluding depreciation and amortization, of $52.5 million, property management expenses of $9.7
million and general and administrative expenses of $5.9 million.
Liquidity and Capital Resources
Overview
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.
We expect that our primary uses of cash will be to fund our ongoing operating needs, to fund our ongoing capital spending
requirements, which relate primarily to our development, redevelopment and property repositioning activities, to repay maturing
borrowings, to fund the future acquisition of assets and to pay shareholder dividends. We expect to meet our cash requirements
through net cash flows from operating activities, existing unrestricted cash and cash equivalents, borrowings under our commercial
paper program and our revolving credit facility, the future issuance of debt and equity and the future disposition of assets.
We historically have had positive net cash flows from operating activities. We believe that future net cash flows generated
from operating activities, existing unrestricted cash and cash equivalents, borrowing capacity under our current commercial paper
program and revolving credit facility, and our ability to issue debt and equity will provide sufficient liquidity to fund the cash
requirements for our business over the next 12 months and the foreseeable future.
As of December 31, 2022, we had $1.3 billion of combined unrestricted cash and cash equivalents and available capacity
under our revolving credit facility.
30
Cash Flows from Operating Activities
Net cash provided by operating activities was $1.1 billion for the year ended December 31, 2022 as compared to $895.0
million for the year ended December 31, 2021. The increase in operating cash flows was primarily driven by our operating
performance, partially offset by the timing of cash payments.
Cash Flows from Investing Activities
Net cash used in investing activities was $405.2 million for the year ended December 31, 2022 as compared to $253.6 million
for the year ended December 31, 2021. The primary drivers of the change were as follows (dollars in thousands):
Purchases of real estate and other assets
Capital improvements and other
Development costs
Contributions to affiliates
Proceeds from real estate asset dispositions
Proceeds from insurance recoveries
$
Primary drivers of cash (outflow) inflow
during the year ended December 31,
2022
2021
(Decrease) Increase
in Net Cash
(271,428) $
(296,176)
(172,124)
(13,849)
320,491
27,312
(46,028) $
(279,635)
(231,642)
(4,669)
293,071
14,820
(225,400)
(16,541)
59,518
(9,180)
27,420
12,492
The increase in cash outflows for purchases of real estate and other assets was driven by the nature of the real estate assets
acquired during the year ended December 31, 2022 as compared to the year ended December 31, 2021. During the year ended
December 31, 2022, we acquired two apartment communities and closed on the pre-purchase of a multifamily development
community. During the year ended December 31, 2021, we closed on the pre-purchase of two multifamily development communities.
The increase in cash outflows for capital improvements and other was primarily driven by increased capital spend relating to our
property redevelopment and repositioning activities and recurring capital replacements, partially offset by decreased reconstruction-
related capital expenditures relating to winter storm Uri during the year ended December 31, 2022 as compared to the year ended
December 31, 2021. The decrease in cash outflows for development costs was driven by decreased development spend during the year
ended December 31, 2022 as compared to the year ended December 31, 2021. The increase in cash outflows for contributions to
affiliates was driven by investments in the technology-focused limited partnerships during the year ended December 31, 2022, while
less limited partnership contributions were made during the year ended December 31, 2021. The increase in cash inflows from
proceeds from real estate asset dispositions was driven by the nature and quality of the real estate assets sold during the year ended
December 31, 2022 as compared to the year ended December 31, 2021. During the year ended December 31, 2022, we sold four
apartment communities as compared to seven apartment communities during the year ended December 31, 2021. The increase in cash
inflows from proceeds from insurance recoveries was driven by increased insurance reimbursements received for casualty claims
related to winter storm Uri during the year ended December 31, 2022 as compared to the year ended December 31, 2021.
Cash Flows from Financing Activities
Net cash used in financing activities was $722.8 million for the year ended December 31, 2022 as compared to $546.4
million for the year ended December 31, 2021. The primary drivers of the change were as follows (dollars in thousands):
Net change in commercial paper
Proceeds from notes payable
Principal payments on notes payable
Dividends paid on common shares
Acquisition of noncontrolling interests
Primary drivers of cash inflow (outflow)
during the year ended December 31,
2022
2021
Increase (Decrease)
in Net Cash
$
$
20,000
—
(126,401)
(539,605)
(43,070)
(172,000) $
594,423
(467,153)
(470,401)
—
192,000
(594,423)
340,752
(69,204)
(43,070)
The increase in cash inflows related to the net change in commercial paper resulted from the increase in net borrowings of
$20.0 million on our commercial paper program during the year ended December 31, 2022 as compared to the decrease in net
borrowings of $172.0 million on our commercial paper program during the year ended December 31, 2021. The decrease in cash
inflows related to proceeds from notes payable primarily resulted from no issuance of unsecured senior notes during the year ended
December 31, 2022 as compared to the issuance of $600.0 million of unsecured senior notes during the year ended December 31,
2021. The decrease in cash outflows from principal payments on notes payable primarily resulted from the retirement of $125.0
million of unsecured senior notes during the year ended December 31, 2022 as compared to the retirement of $222.0 million of senior
unsecured private placement notes, $125.0 million of unsecured senior notes and $118.6 million of property mortgages during the year
ended December 31, 2021. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase
in the dividend rate to $4.675 per share during the year ended December 31, 2022 as compared to the dividend rate of $4.10 per share
31
during the year ended December 31, 2021. The increase in cash outflows from the acquisition of noncontrolling interests resulted
from the acquisition of the noncontrolling interest of a consolidated real estate entity for $43.1 million during the year ended
December 31, 2022.
Debt
The following schedule reflects our outstanding debt as of December 31, 2022 (dollars in thousands):
Unsecured debt
Fixed rate senior notes
Variable rate commercial paper
Debt issuance costs, discounts, premiums and fair market value adjustments
Total unsecured debt
Secured debt
Fixed rate property mortgages
Debt issuance costs
Total secured debt
Total debt
Principal
Balance
Average Years
to Rate Maturity
Effective
Rate
$
$
$
$
$
4,050,000
20,000
(19,090)
4,050,910
367,154
(3,161)
363,993
4,414,903
6.4
0.1
6.3
25.8
25.8
7.9
3.4%
4.7%
3.4%
4.4%
4.4%
3.4%
The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts,
premiums and fair market value adjustments as of December 31, 2022 (dollars in thousands):
Commercial Paper & Revolving
Credit Facility ⁽¹⁾ ⁽²⁾
Senior Notes
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Thereafter
Total
$
$
20,000
—
—
—
—
—
—
—
—
—
—
20,000
$
$
349,509
398,842
397,773
297,202
596,548
396,695
559,082
297,542
444,985
—
292,732
4,030,910
$
Property Mortgages
$
— $
—
3,978
—
—
—
—
—
—
—
360,015
363,993
$
Total
369,509
398,842
401,751
297,202
596,548
396,695
559,082
297,542
444,985
—
652,747
4,414,903
(1)
(2)
There was $20.0 million outstanding under MAALP’s commercial paper program as of December 31, 2022. Under the terms of the program, MAALP may
issue up to a maximum aggregate amount outstanding at any time of $625.0 million. For the year ended December 31, 2022, average daily borrowings
outstanding under the commercial paper program were $34.9 million.
There were no borrowings outstanding under MAALP’s $1.25 billion unsecured revolving credit facility as of December 31, 2022.
The following schedule reflects the interest rate maturities of our outstanding fixed rate debt, net of debt issuance costs,
discounts, premiums and fair market value adjustments as of December 31, 2022 (dollars in thousands):
Fixed Rate Debt
Effective Rate
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Thereafter
Total
$
$
349,509
398,842
401,751
297,202
596,548
396,695
559,082
297,542
444,985
—
652,747
4,394,903
32
4.2%
4.0%
4.2%
1.2%
3.7%
4.2%
3.7%
3.1%
1.8%
—
3.8%
3.4%
Unsecured Revolving Credit Facility & Commercial Paper
In July 2022, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.25 billion with
an option to expand to $2.0 billion. The revolving credit facility bears interest at an adjusted Secured Overnight Financing Rate plus a
spread of 0.70% to 1.40% based on an investment grade pricing grid. The revolving credit facility has a maturity date in October 2026
with an option to extend for two additional six-month periods. As of December 31, 2022, there was no outstanding balance under the
revolving credit facility, while $4.3 million of capacity was used to support outstanding letters of credit.
MAALP has established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes
with varying maturities not to exceed 397 days. In September 2022, MAALP amended its commercial paper program to increase the
maximum aggregate principal amount of notes that may be outstanding from time to time under the program from $500.0 million to
$625.0 million. As of December 31, 2022, there were $20.0 million of borrowings outstanding under the commercial paper program.
Unsecured Senior Notes
As of December 31, 2022, MAALP had $4.1 billion of publicly issued unsecured senior notes outstanding.
In September 2022, MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in
December 2022.
Secured Property Mortgages
MAALP maintains secured property mortgages with various life insurance companies. As of December 31, 2022, MAALP
had $367.2 million of secured property mortgages outstanding.
For more information regarding our debt capital resources, see Note 5 to the consolidated financial statements included in
this Annual Report on Form 10-K.
Equity
As of December 31, 2022, MAA owned 115,480,336 OP Units, comprising a 97.3% limited partnership interest in MAALP,
while the remaining 3,164,933 outstanding OP Units were held by limited partners of MAALP other than MAA. Holders of OP Units
(other than MAA) may require us to redeem their OP Units from time to time, in which case we may, at our option, pay the
redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on
the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to
adjustment under specified circumstances) for each OP Unit so redeemed. MAA has registered under the Securities Act the 3,164,933
shares of its common stock that, as of December 31, 2022, were issuable upon redemption of OP Units, in order for those shares to be
sold freely in the public markets.
In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its
common stock at an initial forward sale price of $190.56 per share, which is net of issuance costs. Under the forward sale agreements,
the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less
a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale
agreements. No shares had been settled under the forward sale agreements as of December 31, 2022. In January 2023, MAA settled
its two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of $185.23, which is inclusive
of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of MAA common stock and
commissions paid to sales agents, for net proceeds of $203.7 million. We intend to use these proceeds to fund our development and
redevelopment activities, among other potential uses.
In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing
MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents
into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward
purchasers. Under its current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common
stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program. During the years
ended December 31, 2022 and 2021, MAA did not sell any shares of common stock under its ATM program. As of December 31,
2022, there were 4.0 million shares remaining under the current ATM program.
For more information regarding our equity capital resources, see Note 8 and Note 9 to the consolidated financial statements
included in this Annual Report on Form 10-K.
33
Material Cash Requirements
The following table summarizes material cash requirements as of December 31, 2022 related to contractual obligations,
which consist of principal and interest on our debt obligations and right-of-use lease liabilities (dollars in thousands):
Debt obligations (1)
Fixed rate interest
Right-of-use lease liabilities (2)
Total
2023
$ 371,481
149,027
2,885
$ 523,393
2024
$ 401,566
127,021
2,862
$ 531,449
2025
$ 400,815
118,070
2,872
$ 521,757
2026
$ 300,000
103,099
2,920
$ 406,019
2027
$ 600,000
88,161
2,969
$ 691,130
Thereafter
$ 2,363,292
579,987
57,024
$ 3,000,303
Total
$ 4,437,154
1,165,365
71,532
$ 5,674,051
(1)
(2)
Represents principal payments gross of debt issuance costs, discounts, premiums and fair market value adjustments of debt assumed.
Primarily comprised of a ground lease underlying one apartment community we own and the lease of our corporate headquarters.
As of December 31, 2022, we also had obligations, which are not reflected in the table above, to make additional capital
contributions to five technology-focused limited partnerships in which we hold equity interests. The capital contributions may be
called by the general partners at any time after giving appropriate notice. As of December 31, 2022, we had committed to make
additional capital contributions totaling up to $45.2 million if and when called by the general partners of the limited partnerships.
We have other material cash requirements that do not represent contractual obligations, but we expect to incur in the ordinary
course of our business.
As of December 31, 2022, we had six development communities under construction totaling 2,310 apartment units once
complete. Total expected costs for the six development projects are $728.7 million, of which $291.7 million had been incurred
through December 31, 2022. In addition, our property redevelopment and repositioning activities are ongoing, and we incur
expenditures relating to recurring capital replacements, which typically include scheduled carpet replacement, new roofs, HVAC
units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. For the year ending
December 31, 2023, we expect that our total capital expenditures relating to our development activities, our property redevelopment
and repositioning activities and recurring capital replacements will be in line with our total capital expenditures for the year ended
December 31, 2022. We expect to have additional development projects in the future.
During the year ended December 31, 2022, we acquired two multifamily apartment communities for approximately $213
million, acquired four land parcels for future development for approximately $49 million, purchased the noncontrolling interest of a
consolidated real estate entity for approximately $43 million and funded the pre-purchase of a multifamily community for
approximately $10 million. These activities were primarily funded from the proceeds we received from the sale of four multifamily
apartment communities in 2022.
We typically declare cash dividends on MAA’s common stock on a quarterly basis, subject to approval by MAA’s Board of
Directors. We expect to pay quarterly dividends at an annual rate of $5.60 per share of MAA common stock during the year ending
December 31, 2023. The timing and amount of future dividends will depend on actual cash flows from operations, our financial
condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986
and other factors as MAA’s Board of Directors deems relevant. MAA’s Board of Directors may modify our dividend policy from
time to time.
Inflation
Our resident leases at our apartment communities allow for adjustments in the rental rate at the time of renewal, which may
enable us to seek rent increases. The majority of our leases are for one year or less. The short-term nature of these leases generally
serves to reduce our risk to adverse effects of inflation on our revenue. During the year ended December 31, 2022, we experienced
inflationary pressures that drove higher operating expenses, primarily in personnel, repairs and maintenance and real estate taxes.
34
Critical Accounting Estimates
A critical accounting estimate is one that is both important to our financial condition and results of operations and that
involves some degree of uncertainty. The preceding discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with 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 summarized below are most important to the portrayal of our financial
condition and results of operations because they involve a significant level of estimation uncertainty and they have had, or are
reasonably likely to have, a material impact on our financial condition or results of operations.
Acquisition of real estate assets
We account for our acquisitions of investments in real estate as asset acquisitions in accordance with Accounting Standards
Codification Topic 805, Business Combinations, which requires the cost of the real estate acquired to be allocated to the individual
acquired tangible assets, consisting of land, buildings and improvements and other, and identified intangible assets, consisting of the
value of in-place leases and other contracts, on a relative fair value basis. In calculating the asset value of acquired tangible and
intangible assets, management may use significant subjective inputs, including forecasted net operating income, or NOI, and market
specific capitalization and discount rates. Management analyzes historical stabilized NOI to determine its estimate for forecasted NOI.
Management estimates the market capitalization rate by analyzing the market capitalization rates for sold properties with comparable
ages in similarly sized markets. Management allocates the purchase price of the asset acquisition based on the relative fair value of the
individual components as a proportion of the total assets acquired.
Impairment of long-lived assets
We account for long-lived assets in accordance with the provisions of accounting standards for the impairment or disposal of
long-lived assets. Management periodically evaluates long-lived assets, including investments in real estate, 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. Long-lived assets, such as real estate assets,
equipment, right-of-use lease assets and purchased intangibles subject to amortization, are grouped with other assets and liabilities at
the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset
group. Management generally considers the individual assets of an apartment community to collectively represent an asset group.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated future
undiscounted 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. Management calculates the fair value of an asset by dividing estimated future annual cash flows by a market capitalization rate.
No material impairment losses were recognized during the years ended December 31, 2022 and 2021.
Our impairment assessments may contain uncertainties because they require management to make assumptions and to apply
judgment to estimate future undiscounted cash flows and the fair value of the assets. Key assumptions used in estimating future cash
flows and the fair value of an asset include projecting an apartment community’s NOI, estimating asset useful lives, disposition dates
and recurring capital expenditures, as well as selecting an appropriate market capitalization rate. Management considers its apartment
communities’ historical stabilized NOI performance, local market economics and the business environment impacting our apartment
communities as the basis in projecting forecasted NOI, which management believes is representative of future cash flows.
Management estimates the market capitalization rate by analyzing the market capitalization rates for sold properties with comparable
ages in similarly sized markets. These estimates are subjective and our ability to realize future cash flows and asset fair values is
affected by factors such as ongoing maintenance and improvement of the assets, changes in economic conditions and changes in
operating performance.
35
Valuation of embedded derivative
The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset and is adjusted to its
fair value at each reporting date, with a corresponding non-cash adjustment to the income statement. The derivative asset related to the
redemption feature is valued using widely accepted valuation techniques, including a discounted cash flow analysis in which the
perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the
value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the
redeemable preferred shares, which are redeemable at our option beginning on October 1, 2026 and at the redemption price of $50 per
share. We use various significant inputs in the analysis, including trading data available on the preferred shares, estimated coupon
yields on preferred stock instruments from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of
the bifurcated call option. As a result of the adjustments recorded to reflect the change in fair value of the derivative asset, the fair
value of the embedded derivative asset decreased to $13.4 million as of December 31, 2022 as compared to $34.5 million as of
December 31, 2021, a decrease in value of the asset of $21.1 million.
Arriving at the valuation of the embedded derivative requires a significant amount of subjective judgment by management,
and the valuation of the embedded derivative is highly sensitive to changes in certain inputs in the analysis. For example, changes in
the inputs of the trading data available on the preferred shares, estimated coupon yields on preferred stock instruments from REITs
with similar credit ratings as MAA and treasury rates could cause the valuation of the embedded derivative to materially change from
the recorded balance as of December 31, 2022. For instance, holding all other assumptions constant, a $1 decrease in the trading price
of the preferred shares as of December 31, 2022 would result in a decrease in fair value of the embedded derivative asset of
approximately $3 million.
Significant Accounting Policies
For more information regarding our significant accounting policies, including the accounting polices related to the critical
accounting estimates discussed above as well as a brief description of recent accounting pronouncements that could have a material
impact on our financial statements, see Note 1 to the consolidated financial statements included in this Annual Report on Form 10-K.
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. As of December 31, 2022, 19.2% of our total market capitalization consisted of debt borrowings. Our interest
rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing
costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of
fixed rate debt instruments and from time to time interest rate swaps to effectively fix the interest rate on anticipated future debt
transactions. We use our best efforts to have our debt instruments mature across multiple years, which we believe limits our exposure
to interest rate changes in any one year. We do not enter into derivative instruments for trading or other speculative purposes. As of
December 31, 2022, 99.5% of our outstanding debt was subject to fixed rates. We regularly review interest rate exposure on
outstanding borrowings in an effort to minimize the risk of interest rate fluctuations.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and related financial information required to be filed are set forth on pages F-1 to F-38
of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
36
Item 9A. Controls and Procedures.
Mid-America Apartment Communities, Inc.
(a) Evaluation of Disclosure Controls and Procedures
MAA is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-
15. MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of MAA’s disclosure controls and procedures as of December 31, 2022. 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, 2022 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 within
the meaning of Exchange Act Rules 13a-15 and 15d-15. MAA’s management, with the participation of MAA’s Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of MAA’s internal control over financial reporting as
of December 31, 2022 based on the framework specified in Internal Control - Integrated Framework (2013) published by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, MAA’s management concluded
that MAA’s internal control over financial reporting was effective as of December 31, 2022.
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 in this Annual Report on Form 10-K.
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.
(c) Changes in Internal Control over Financial Reporting
There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15
and 15d-15, that occurred during the quarter ended December 31, 2022 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
The Operating Partnership is required to maintain disclosure controls and procedures, within the meaning of Exchange Act
Rules 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief
Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the
Operating Partnership’s disclosure controls and procedures as of December 31, 2022. 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, 2022 to ensure that information required to be disclosed by the Operating
Partnership in its in 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 within the meaning of Exchange Act Rule 13a-15 and 15d-15. Management of the Operating Partnership, with the
participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership,
conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting as of
December 31, 2022 based on the framework specified in Internal Control - Integrated Framework (2013) published by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, management of the Operating Partnership has
concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2022. An
attestation report of the independent registered public accounting firm of the Operating Partnership will not be required as long as the
Operating Partnership is a non-accelerated filer.
37
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.
(c) Changes in Internal Control over Financial Reporting
There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange
Act Rules 13a-15 and 15d-15, that occurred during the quarter ended December 31, 2022 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information contained in MAA’s 2023 Proxy Statement in the sections entitled “Current Board Composition”, “Director
Nominees for Election” and “Executive Officers of the Registrant” is incorporated herein by reference in response to this Item 10.
Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, including the
CEO, CFO and principal accounting officer, which can be found on our website at https://www.maac.com, on the “For Investors”
page in the “Corporate Documents” section under “Overview—Corporate Governance”. We will provide a copy of this document to
any person, without charge, upon request, by writing to the Legal Department at MAA, 6815 Poplar Avenue, Suite 500, Germantown,
Tennessee 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 Conduct 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 2023 Proxy Statement in the sections entitled “Executive Compensation Tables”,
“Director Compensation Table”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Committee Report”
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 2023 Proxy Statement in the sections entitled “Security Ownership of Management”,
“Security Ownership of Certain Beneficial Owners” and “Securities Authorized for Issuance Under Equity Compensation Plans” 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 2023 Proxy Statement in the sections entitled “Certain Relationships and Related
Transactions” and “Indebtedness of Management” is incorporated herein by reference in response to this Item 13.
Item 14. Principal Accountant Fees and Services.
The information contained in MAA’s 2023 Proxy Statement in the section entitled “Audit and Non-Audit Fees” is
incorporated herein by reference in response to this Item 14.
38
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
1. Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Financial Statements of Mid-America Apartment Communities, Inc.:
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
Financial Statements of Mid-America Apartments, L.P.:
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Changes in Capital for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020
2. Financial Statement Schedule required to be filed by Item 8 and Paragraph (b) of this Item 15:
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2022
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.
F-1
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-33
39
Exhibit
Number
Exhibit Description
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
Composite Charter of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Annual
Report on Form 10-K filed on February 24, 2017 and incorporated herein by reference).
Fourth Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of March 13, 2018
(Filed as Exhibit 3.2(i) to the Registrant’s Current Report on Form 8-K filed on March 14, 2018 and incorporated
herein by reference).
Composite Certificate of Limited Partnership of Mid-America Apartments, L.P. (Filed as Exhibit 3.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference).
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).
First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Mid-America
Apartments, L.P. (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2016
and incorporated herein by reference).
Form of Common Share Certificate (Filed as Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed on
February 18, 2021 and incorporated herein by reference).
Form of 8.50% Series I Cumulative Redeemable Preferred Stock Certificate (Filed as Exhibit 4.2 to Pre-Effective
Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed on September 28, 2016 and
incorporated herein by reference).
Indenture, dated as of October 16, 2013, by and 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, by and 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).
Second Supplemental Indenture, dated as of June 13, 2014, by and 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, by and 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, 2015 and
incorporated herein by reference).
Indenture between Post Properties, Inc. and SunTrust Bank, as Trustee (Filed as Exhibit 4.1 to Post Properties’
Registration Statement on Form S-3 (File No. 333-42884), and incorporated herein by reference).
First Supplemental Indenture to the Indenture between the Post Apartment Homes, L.P., and SunTrust Bank, as
Trustee (Filed as Exhibit 4.2 to Post Properties’ Registration Statement on Form S-3ASR (File No. 333-139581) and
incorporated herein by reference).
Form of Post Apartment Homes, L.P. 3.375% Note due 2022 (Filed as Exhibit 4.1 to Post Properties’ Current Report
on Form 8-K filed November 7, 2012 and incorporated herein by reference).
Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S. Bank National
Association (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2017 and
incorporated herein by reference).
First Supplemental Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S.
Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 9, 2017
and incorporated herein by reference).
40
4.12
4.13
4.14
4.15
4.16
4.17
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
10.8†
10.9†
10.10†
10.11†
Second Supplemental Indenture, dated as of May 14, 2018, by and between Mid-America Apartments, L.P. and U.S.
Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 14,
2018 and incorporated herein by reference).
Third Supplemental Indenture, dated as of March 7, 2019, by and between Mid-America Apartments, L.P. and U.S.
Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 7,
2019 and incorporated herein by reference).
Fourth Supplemental Indenture, dated as of November 26, 2019, by and between Mid-America Apartments, L.P. and
U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on
November 26, 2019 and incorporated herein by reference).
Fifth Supplemental Indenture, dated as of August 12, 2020, by and between Mid-America Apartments, L.P. and U.S.
Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 12,
2020 and incorporated herein by reference).
Sixth Supplemental Indenture, dated as of August 19, 2021, by and between Mid-America Apartments, L.P. and U.S.
Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 19,
2021 and incorporated herein by reference).
Description of Securities (Filed as Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K filed on February 20,
2020 and incorporated herein by reference).
Employment Agreement, dated as of March 24, 2015, by and between the Registrant and H. Eric Bolton, Jr. (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 30,
2010 (Filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 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 filed on April 16, 2014 and incorporated herein by reference).
Form of 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).
Form of 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, 2017 and incorporated herein by reference).
MAA Non-Qualified Executive Deferred Compensation Retirement Plan Amended and Restated Effective January 1,
2016 (Filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 and
incorporated herein by reference).
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).
Mid-America Apartment Communities, Inc. Indemnification Agreement (Filed as Exhibit 10.2 to the Registrant’s
Current Report on Form 8-K filed on December 1, 2016 and incorporated herein by reference).
Amended and Restated Post Properties Inc. 2003 Incentive Stock Plan (Filed as Exhibit 99.1 to the Registrant’s
Registration Statement on Form S-8 filed on December 9, 2016 and incorporated herein by reference).
Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as
Appendix A to the Registrant’s Definitive Proxy Statement filed on April 9, 2018 and incorporated herein by
reference).
41
10.12†
10.13†
10.14†
10.15†
10.16
10.17
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 August 2, 2018 and
incorporated herein by reference).
Form of Non-Qualified Stock Option Agreement for Company Employees Under the Mid-America Apartment
Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-
Q filed on August 2, 2018 and incorporated herein by reference).
Form of Incentive Stock Option Agreement for Company Employees Under the Mid-America Apartment
Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-
Q filed on August 2, 2018 and incorporated herein by reference).
Form of Restricted Stock Unit Award Agreement Under the Mid-America Apartment Communities, Inc. 2013 Stock
Incentive Plan (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 and
incorporated herein by reference).
Third Amended and Restated Credit Agreement, dated as of May 21, 2019, by and among Mid-America Apartments,
L.P., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, Wells Fargo Securities,
LLC, KeyBanc Capital Markets Inc. and JPMorgan Chase Bank, N.A., as the arrangers, KeyBank National
Association and JPMorgan Chase Bank, N.A., as syndication agents, and the other lenders named therein (Filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2019 and incorporated herein by
reference).
Fourth Amended and Restated Credit Agreement, dated as of July 25, 2022, by and among Wells Fargo Bank,
National Association, as Administrative Agent, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., and
JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, KeyBank National Association and
JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Truist Bank, U.S. Bank National Association, PNC Bank,
National Association, Citibank, N.A., TD Bank, N.A., and Mizuho Bank, LTD., as Co-Documentation Agents, and
the lenders party thereto (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28,
2022 and incorporated herein by reference).
10.18†
Retirement and Transition Services Agreement by and between the Registrants and Thomas L. Grimes, Jr.
21.1
23.1
23.2
31.1
31.2
31.3
31.4
32.1*
32.2*
32.3*
32.4*
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.
MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
MAALP Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
MAALP Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
42
101
The following financial information from Mid-America Apartment Communities, Inc.’s and Mid-America
Apartments, L.P.’s Annual Report on Form 10-K for the period ended December 31, 2022, filed with the SEC on
February 14, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated
Balance Sheets as of December 31, 2022 and December 31, 2021; (ii) the Consolidated Statements of Operations for
the years ended December 31, 2022, 2021 and 2020; (iii) the Consolidated Statements of Comprehensive Income for
the years ended December 31, 2022, 2021 and 2020; (iv) the Consolidated Statements of Equity/Changes in Capital
for the years ended December 31, 2022, 2021 and 2020; (v) the Consolidated Statements of Cash Flows for the years
ended December 31, 2022, 2021 and 2020; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule III -
Real Estate and Accumulated Depreciation as of December 31, 2022.
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
† 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)
(c)
Exhibits: See Item 15(a)(3) above.
Financial Statement Schedule: See Item 15(a)(2) above.
Item 16. Form 10-K Summary.
None.
43
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 14, 2023
MID-AMERICA APARTMENT COMMUNITIES, INC.
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
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 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
MID-AMERICA APARTMENT COMMUNITIES, INC.
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
Chief Executive Officer
(Principal Executive Officer)
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ A. Clay Holder
A. Clay Holder
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Alan B. Graf, Jr.
Alan B. Graf, Jr.
Director
/s/ Edith Kelly-Green
Edith Kelly-Green
Director
/s/ Toni Jennings
Toni Jennings
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
/s/ Philip W. Norwood
Philip W. Norwood
Director
/s/ W. Reid Sanders
W. Reid Sanders
Director
/s/ Gary Shorb
Gary Shorb
Director
/s/ David P. Stockert
David P. Stockert
Director
44
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 14, 2023
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
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 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
Date:
February 14, 2023
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
Chief Executive Officer
(Principal Executive Officer)
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ A. Clay Holder
A. Clay Holder
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Alan B. Graf, Jr.
Alan B. Graf, Jr.
Director
/s/ Edith Kelly-Green
Edith Kelly-Green
Director
/s/ Toni Jennings
Toni Jennings
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
/s/ Philip W. Norwood
Philip W. Norwood
Director
/s/ W. Reid Sanders
W. Reid Sanders
Director
/s/ Gary Shorb
Gary Shorb
Director
/s/ David P. Stockert
David P. Stockert
Director
45
To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc.
Opinion on the Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc. (the Company) as of December 31,
2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the
period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to
as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2022, 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 14, 2023
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Description of
the Matter
Valuation of Embedded Derivative
As disclosed in Notes 6 and 8 to the consolidated financial statements, the Series I Preferred Stock shares (“preferred shares”)
include a redemption feature which represents an embedded call option exercisable at the Company’s option beginning on
October 1, 2026 at the redemption price of $50 per share. The embedded call option has been bifurcated as a separate asset and is
valued at fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management
performs an analysis which compares the perpetual value of the preferred shares to the value of the preferred shares assuming the
call option is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31,
2022, the fair value of the Company’s embedded derivative asset was $13.4 million.
Auditing the Company’s valuation of this bifurcated embedded derivative was challenging as the Company uses a complex
valuation methodology that incorporates various inputs, including trading data available on the preferred shares, treasury rates and
estimated coupon yields on preferred stock instruments from REITs with similar credit ratings, and includes significant
assumptions about economic and market conditions with uncertain future outcomes.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the
risks of material misstatement relating to the valuation of the bifurcated embedded derivative asset. For example, we tested
controls over management’s review of the valuation model and the underlying inputs and assumptions noted above.
To test the valuation of the embedded derivative asset, our audit procedures included, among others, assessing the methodology
used in the valuation model and testing the significant assumptions discussed above. For example, we evaluated management’s
assumptions by comparing the coupon rate that was used to discount future dividend payments from the preferred stock to
observable market data. We also assessed the completeness and accuracy of the underlying data used by the Company in its
valuation. In addition, we involved our valuation specialists to assist in our evaluation of the methodology used by the Company
and the underlying inputs and assumptions noted above.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Memphis, Tennessee
February 14, 2023
F-1
To the Partners of Mid-America Apartments, L.P.
Opinion on the Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the Operating Partnership) as of December 31,
2022 and 2021, 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, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Operating Partnership at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the
Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating
Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we
are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Description of
the Matter
Valuation of Embedded Derivative
As disclosed in Notes 6 and 9 to the consolidated financial statements, the MAALP Series I Preferred Units (“preferred units”)
have the same characteristics as the MAA Series I Preferred Stock shares (“preferred shares”), and thus include a redemption
feature which represents an embedded call option exercisable at the Operating Partnership’s option beginning on October 1,
2026 at the redemption price of $50 per share. The embedded call option has been bifurcated as a separate asset and is valued at
fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management performs
an analysis which compares the perpetual value of the preferred units to the value of the preferred units assuming the call option
is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31, 2022, the fair
value of the Operating Partnership’s embedded derivative asset was $13.4 million.
Auditing the Operating Partnership’s valuation of this bifurcated embedded derivative was challenging as the Operating
Partnership uses a complex valuation methodology that incorporates various inputs, including trading data available on the
respective MAA preferred shares, treasury rates and estimated coupon yields on preferred stock instruments from REITs with
similar credit ratings, and includes significant assumptions about economic and market conditions with uncertain future
outcomes.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Operating Partnership’s
controls over the risks of material misstatement relating to the valuation of the bifurcated embedded derivative asset. For
example, we tested controls over management’s review of the valuation model and the underlying inputs and assumptions noted
above.
To test the valuation of the embedded derivative asset, our audit procedures included, among others, assessing the methodology
used in the valuation model and testing the significant assumptions discussed above. For example, we evaluated management’s
assumptions by comparing the coupon rate that was used to discount future dividend payments from the preferred units to
observable market data. We also assessed the completeness and accuracy of the underlying data used by the Operating
Partnership in its valuation. In addition, we involved our valuation specialists to assist in our evaluation of the methodology used
by the Operating Partnership and the underlying inputs and assumptions noted above.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2012.
Memphis, Tennessee
February 14, 2023
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Mid-America Apartment Communities, Inc.’s internal control over financial reporting as of December 31, 2022, 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). In our opinion, Mid-America Apartment Communities, Inc. (the Company) maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive
income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial
statement schedule listed in the Index at Item 15(a)(2) and our report dated February 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’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 are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 14, 2023
F-3
Mid-America Apartment Communities, Inc.
Consolidated Balance Sheets
December 31, 2022 and 2021
(Dollars in thousands, except per share data)
Assets
Real estate assets:
Land
Buildings and improvements and other
Development and capital improvements in progress
Less: Accumulated depreciation
Undeveloped land
Investment in real estate joint venture
Real estate assets, net
Cash and cash equivalents
Restricted cash
Other assets
Total assets
Liabilities and equity
Liabilities:
Unsecured notes payable
Secured notes payable
Accrued expenses and other liabilities
Total liabilities
Redeemable common stock
Shareholders’ equity:
Preferred stock, $0.01 par value per share, 20,000,000 shares authorized;
8.50% Series I Cumulative Redeemable Shares, liquidation preference $50.00
per share, 867,846 shares issued and outstanding as of December 31, 2022
and December 31, 2021, respectively
Common stock, $0.01 par value per share, 145,000,000 shares authorized;
115,480,336 and 115,336,876 shares issued and outstanding as of
December 31, 2022 and December 31, 2021, respectively (1)
Additional paid-in capital
Accumulated distributions in excess of net income
Accumulated other comprehensive loss
Total MAA shareholders’ equity
Noncontrolling interests - OP Units
Total Company’s shareholders’ equity
Noncontrolling interests - consolidated real estate entities
Total equity
Total liabilities and equity
December 31,
2022
December 31,
2021
$
$
$
$
$
$
$
2,008,364
12,841,947
332,035
15,182,346
(4,302,747)
10,879,599
64,312
42,290
10,986,201
38,659
22,412
193,893
11,241,165
4,050,910
363,993
615,843
5,030,746
1,977,813
12,454,439
247,970
14,680,222
(3,848,161)
10,832,061
24,015
42,827
10,898,903
54,302
76,296
255,681
11,285,182
4,151,375
365,315
584,400
5,101,090
20,671
30,185
9
9
1,152
7,202,834
(1,188,854)
(10,052)
6,005,089
163,595
6,168,684
21,064
6,189,748
11,241,165
$
1,151
7,230,956
(1,255,807)
(11,132)
5,965,177
165,116
6,130,293
23,614
6,153,907
11,285,182
(1)
Number of shares issued and outstanding represents total shares of common stock regardless of classification on the Consolidated Balance Sheets. The
number of shares classified as redeemable common stock on the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 are 136,429
and 131,559, respectively.
See accompanying notes to consolidated financial statements.
F-4
Mid-America Apartment Communities, Inc.
Consolidated Statements of Operations
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands, except per share data)
Revenues:
Rental and other property revenues
Expenses:
Operating expenses, excluding real estate taxes and insurance
Real estate taxes and insurance
Depreciation and amortization
Total property operating expenses
Property management expenses
General and administrative expenses
Interest expense
Gain on sale of depreciable real estate assets
Gain on sale of non-depreciable real estate assets
Other non-operating expense (income)
Income before income tax benefit (expense)
Income tax benefit (expense)
Income from continuing operations before real estate joint venture activity
Income from real estate joint venture
Net income
Net income attributable to noncontrolling interests
Net income available for shareholders
Dividends to MAA Series I preferred shareholders
Net income available for MAA common shareholders
Earnings per common share - basic:
Net income available for MAA common shareholders
Earnings per common share - diluted:
Net income available for MAA common shareholders
2022
2021
2020
$
2,019,866
$
1,778,082
$
1,677,984
435,108
288,586
542,998
1,266,692
65,463
58,833
154,747
(214,762)
(809)
42,713
646,989
6,208
653,197
1,579
654,776
17,340
637,436
3,688
633,748
5.49
5.48
$
$
$
404,288
266,877
533,433
1,204,598
55,732
52,884
156,881
(220,428)
(811)
(33,902)
563,128
(13,637)
549,491
1,211
550,702
16,911
533,791
3,688
530,103
4.62
4.61
$
$
$
387,966
252,505
510,842
1,151,313
52,300
46,858
167,562
(9)
(1,024)
(4,857)
265,841
(3,327)
262,514
1,501
264,015
9,053
254,962
3,688
251,274
2.20
2.19
$
$
$
See accompanying notes to consolidated financial statements.
F-5
Mid-America Apartment Communities, Inc.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
Net income
Other comprehensive income:
Adjustment for net losses reclassified to net income from
derivative instruments
Total comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to MAA
2022
2021
2020
$
654,776
$
550,702
$
264,015
1,114
655,890
(17,374)
638,516
$
1,114
551,816
(17,029)
534,787
$
1,088
265,103
(9,091)
256,012
$
See accompanying notes to consolidated financial statements.
F-6
EQUITY BALANCE DECEMBER 31, 2019
Net income
Other comprehensive income - derivative instruments
Issuance and registration of common shares
Shares repurchased and retired
Exercise of stock options
Shares issued in exchange for common units
Redeemable stock fair market value adjustment
Adjustment for noncontrolling interests in Operating
Partnership
Amortization of unearned compensation
Dividends on preferred stock
Dividends on common stock ($4.0250 per share)
Dividends on noncontrolling interests units ($4.0250 per unit)
Contributions from noncontrolling interest
EQUITY BALANCE DECEMBER 31, 2020
Net income
Other comprehensive income - derivative instruments
Issuance and registration of common shares
Shares repurchased and retired
Exercise of stock options
Shares issued in exchange for common units
Redeemable stock fair market value adjustment
Adjustment for noncontrolling interests in Operating
Partnership
Amortization of unearned compensation
Dividends on preferred stock
Dividends on common stock ($4.1625 per share)
Dividends on noncontrolling interests units ($4.1625 per unit)
Contributions from noncontrolling interest
EQUITY BALANCE DECEMBER 31, 2021
Net income (loss)
Other comprehensive income - derivative instruments
Issuance and registration of common shares
Shares repurchased and retired
Exercise of stock options
Shares issued in exchange for common units
Shares reclassified to liabilities
Redeemable stock fair market value adjustment
Adjustment for noncontrolling interests in Operating
Partnership
Amortization of unearned compensation
Dividends on preferred stock
Dividends on common stock ($4.9875 per share)
Dividends on noncontrolling interests units ($4.9875 per unit)
Acquisition of noncontrolling interest
Contributions from noncontrolling interest
EQUITY BALANCE DECEMBER 31, 2022
Mid-America Apartment Communities, Inc.
Consolidated Statements of Equity
Years ended December 31, 2022, 2021 and 2020
(Dollars and shares in thousands)
Mid-America Apartment Communities, Inc. Shareholders
Preferred Stock
Common Stock
Shares
868
Amount
9
$
Shares
114,139
Amount
$
1,140
Additional
Paid-In
Capital
Accumulated
Distributions
in Excess of
Net Income
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests -
Operating
Partnership
Noncontrolling
Interests -
Consolidated
Real Estate
Entities
Total Equity
Redeemable
Common
Stock
$
7,166,073
$
(1,085,479)
$
(13,178)
$
214,647
$
6,247
$
6,289,459
$
14,131
—
—
—
—
—
—
—
—
—
—
—
—
—
868
—
—
—
—
—
—
—
—
—
—
—
—
—
868
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
868
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
9
—
—
—
—
—
—
—
—
—
—
—
—
—
9
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9
—
—
157
(55)
1
10
—
—
—
—
—
—
—
114,252
—
—
147
(64)
19
851
—
—
—
—
—
—
—
115,205
—
—
169
(71)
—
41
—
—
—
—
—
—
—
—
—
115,344
—
—
1
—
—
—
—
—
—
—
—
—
—
1,141
—
—
2
—
—
8
—
—
—
—
—
—
—
1,151
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
1,152
$
$
$
$
$
$
—
—
(209)
(5,657)
71
502
—
(25)
16,038
—
—
—
—
7,176,793
—
—
(431)
(9,043)
1,478
43,284
—
723
18,152
—
—
—
—
7,230,956
—
—
(124)
(14,043)
28
2,118
—
—
1,199
20,143
—
—
—
(37,443)
—
7,202,834
$
$
$
254,962
—
—
—
—
—
363
—
—
(3,688)
(460,340)
—
—
(1,294,182)
533,791
—
—
—
—
—
(13,131)
—
—
(3,688)
(478,597)
—
—
(1,255,807)
637,436
—
—
—
—
—
—
9,053
—
—
(3,688)
(575,848)
—
—
—
(1,188,854)
$
$
$
—
1,050
—
—
—
—
—
—
—
—
—
—
—
(12,128)
—
996
—
—
—
—
—
—
—
—
—
—
—
(11,132)
—
1,080
—
—
—
—
—
—
—
—
—
—
—
—
—
(10,052)
$
$
$
9,053
38
—
—
—
(502)
—
25
—
—
—
(16,334)
—
206,927
16,911
118
—
—
—
(43,292)
—
(723)
—
—
—
(14,825)
—
165,116
17,633
34
—
—
—
(2,118)
—
—
(1,199)
—
—
—
(15,871)
—
—
163,595
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
3,601
9,848
—
—
—
—
—
—
—
—
—
—
—
—
13,766
23,614
(293)
—
—
—
—
—
—
—
—
—
—
—
—
(5,627)
3,370
21,064
$
$
$
264,015
1,088
(208)
(5,657)
71
—
363
—
16,038
(3,688)
(460,340)
(16,334)
3,601
6,088,408
550,702
1,114
(429)
(9,043)
1,478
—
(13,131)
—
18,152
(3,688)
(478,597)
(14,825)
13,766
6,153,907
654,776
1,114
(123)
(14,043)
28
—
—
9,053
—
20,143
(3,688)
(575,848)
(15,871)
(43,070)
3,370
6,189,748
$
$
$
—
—
1,629
—
—
—
(363)
—
—
—
—
—
—
15,397
—
—
1,657
—
—
—
13,131
—
—
—
—
—
—
30,185
—
—
1,687
—
—
—
(2,148)
(9,053)
—
—
—
—
—
—
—
20,671
See accompanying notes to consolidated financial statements.
F-7
Mid-America Apartment Communities, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
2022
2021
2020
$
654,776
$
550,702
$
264,015
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Gain on sale of depreciable real estate assets
Gain on sale of non-depreciable real estate assets
Loss (gain) on embedded derivative in preferred shares
Stock compensation expense
Amortization of debt issuance costs, discounts and premiums
Loss (gain) on investments
Net change in operating accounts and other operating activities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of real estate and other assets
Capital improvements and other
Development costs
Distributions from real estate joint venture
Contributions to affiliates
Proceeds from real estate asset dispositions
Proceeds from insurance recoveries
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from revolving credit facility
Repayments of revolving credit facility
Net proceeds from (payments of) commercial paper
Proceeds from notes payable
Principal payments on notes payable
Payment of deferred financing costs
Distributions to noncontrolling interests
Dividends paid on common shares
Dividends paid on preferred shares
Acquisition of noncontrolling interests
Net change in other financing activities
Net cash used in financing activities
544,004
(214,762)
(809)
21,107
18,798
6,064
45,357
(16,056)
1,058,479
(271,428)
(296,176)
(172,124)
538
(13,849)
320,491
27,312
(405,236)
—
—
20,000
—
(126,401)
(5,516)
(14,927)
(539,605)
(3,688)
(43,070)
(9,563)
(722,770)
534,415
(220,428)
(811)
4,560
16,665
5,652
(51,713)
55,925
894,967
(46,028)
(279,635)
(231,642)
497
(4,669)
293,071
14,820
(253,586)
—
—
(172,000)
594,423
(467,153)
(5,940)
(15,497)
(470,401)
(3,688)
—
(6,142)
(546,398)
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
(69,527)
130,598
61,071
$
94,983
35,615
130,598
$
$
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets:
Reconciliation of cash, cash equivalents and restricted cash at period end:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
Supplemental information:
Interest paid
Income taxes paid
Non-cash transactions:
Conversion of OP Units to shares of common stock
Accrued construction in progress
Interest capitalized
$
$
$
$
$
$
$
$
38,659
22,412
61,071
157,497
3,490
2,118
16,484
8,728
$
$
$
$
54,302
76,296
130,598
158,630
2,543
43,292
15,123
9,720
See accompanying notes to consolidated financial statements.
F-8
511,678
(9)
(1,024)
(2,562)
14,329
4,960
(5,608)
38,170
823,949
(56,965)
(225,506)
(201,435)
349
(5,349)
2,618
1,557
(484,731)
255,000
(255,000)
102,000
447,593
(441,108)
(4,217)
(16,243)
(457,355)
(3,688)
—
(1,126)
(374,144)
(34,926)
70,541
35,615
25,198
10,417
35,615
165,098
2,549
502
19,625
6,912
Mid-America Apartments, L.P.
Consolidated Balance Sheets
December 31, 2022 and 2021
(Dollars in thousands)
Assets
Real estate assets:
Land
Buildings and improvements and other
Development and capital improvements in progress
Less: Accumulated depreciation
Undeveloped land
Investment in real estate joint venture
Real estate assets, net
Cash and cash equivalents
Restricted cash
Other assets
Total assets
Liabilities and capital
Liabilities:
Unsecured notes payable
Secured notes payable
Accrued expenses and other liabilities
Due to general partner
Total liabilities
Redeemable common units
Operating Partnership capital:
Preferred units, 867,846 preferred units outstanding as of December 31, 2022
and December 31, 2021, respectively
General partner, 115,480,336 and 115,336,876 OP Units outstanding as of
December 31, 2022 and December 31, 2021, respectively (1)
Limited partners, 3,164,933 and 3,206,118 OP Units outstanding as of
December 31, 2022 and December 31, 2021, respectively (1)
Accumulated other comprehensive loss
Total operating partners’ capital
Noncontrolling interests - consolidated real estate entities
Total equity
Total liabilities and equity
December 31,
2022
December 31,
2021
$
$
$
$
$
$
$
2,008,364
12,841,947
332,035
15,182,346
(4,302,747)
10,879,599
64,312
42,290
10,986,201
38,659
22,412
193,893
11,241,165
4,050,910
363,993
615,843
19
5,030,765
20,671
1,977,813
12,454,439
247,970
14,680,222
(3,848,161)
10,832,061
24,015
42,827
10,898,903
54,302
76,296
255,681
11,285,182
4,151,375
365,315
584,400
19
5,101,109
30,185
66,840
66,840
5,948,498
5,909,700
163,595
(10,268)
6,168,665
21,064
6,189,729
11,241,165
$
165,116
(11,382)
6,130,274
23,614
6,153,888
11,285,182
(1)
Number of units outstanding represents total OP Units regardless of classification on the Consolidated Balance Sheets. The number of units classified as redeemable
common units on the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 are 136,429 and 131,559, respectively.
See accompanying notes to consolidated financial statements.
F-9
Mid-America Apartments, L.P.
Consolidated Statements of Operations
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands, except per unit data)
Revenues:
Rental and other property revenues
Expenses:
Operating expenses, excluding real estate taxes and insurance
Real estate taxes and insurance
Depreciation and amortization
Total property operating expenses
Property management expenses
General and administrative expenses
Interest expense
Gain on sale of depreciable real estate assets
Gain on sale of non-depreciable real estate assets
Other non-operating expense (income)
Income before income tax benefit (expense)
Income tax benefit (expense)
Income from continuing operations before real estate joint venture activity
Income from real estate joint venture
Net income
Net loss attributable to noncontrolling interests
Net income available for MAALP unitholders
Distributions to MAALP preferred unitholders
Net income available for MAALP common unitholders
Earnings per common unit - basic:
Net income available for MAALP common unitholders
Earnings per common unit - diluted:
Net income available for MAALP common unitholders
2022
2021
2020
$
2,019,866
$
1,778,082
$
1,677,984
435,108
288,586
542,998
1,266,692
65,463
58,833
154,747
(214,762)
(809)
42,713
646,989
6,208
653,197
1,579
654,776
(293)
655,069
3,688
651,381
5.49
5.48
$
$
$
404,288
266,877
533,433
1,204,598
55,732
52,884
156,881
(220,428)
(811)
(33,902)
563,128
(13,637)
549,491
1,211
550,702
—
550,702
3,688
547,014
4.62
4.61
$
$
$
387,966
252,505
510,842
1,151,313
52,300
46,858
167,562
(9)
(1,024)
(4,857)
265,841
(3,327)
262,514
1,501
264,015
—
264,015
3,688
260,327
2.20
2.20
$
$
$
See accompanying notes to consolidated financial statements.
F-10
Mid-America Apartments, L.P.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
Net income
Other comprehensive income:
Adjustment for net losses reclassified to net income from
derivative instruments
Total comprehensive income
Add: Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to MAALP
2022
2021
2020
654,776
$
550,702
$
264,015
1,114
655,890
293
656,183
$
1,114
551,816
—
551,816
$
1,088
265,103
—
265,103
$
$
See accompanying notes to consolidated financial statements.
F-11
Mid-America Apartments, L.P.
Consolidated Statements of Changes in Capital
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
Mid-America Apartments, L.P. Unitholders
Limited
Partner
General
Partner
Preferred
Units
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests -
Consolidated
Real Estate
Entities
Total
Partnership
Capital
Redeemable
Common Units
CAPITAL BALANCE DECEMBER 31, 2019
$
214,647
$
6,015,290
$
66,840
$
(13,584)
$
Net income
Other comprehensive loss - derivative instruments
Issuance of units
Units repurchased and retired
Exercise of unit options
General partner units issued in exchange for limited partner units
Redeemable units fair market value adjustment
Adjustment for limited partners’ capital at redemption value
Amortization of unearned compensation
Distributions to preferred unitholders
Distributions to common unitholders ($4.0250 per unit)
Contribution from noncontrolling interest
CAPITAL BALANCE DECEMBER 31, 2020
Net income
Other comprehensive income - derivative instruments
Issuance of units
Units repurchased and retired
Exercise of unit options
General partner units issued in exchange for limited partner units
Redeemable units fair market value adjustment
Adjustment for limited partners’ capital at redemption value
Amortization of unearned compensation
Distributions to preferred unitholders
Distributions to common unitholders ($4.1625 per unit)
Contribution from noncontrolling interest
CAPITAL BALANCE DECEMBER 31, 2021
Net income (loss)
Other comprehensive income - derivative instruments
Issuance of units
Units repurchased and retired
Exercise of unit options
General partner units issued in exchange for limited partner units
Shares reclassified to liabilities
Redeemable units fair market value adjustment
Adjustment for limited partners’ capital at redemption value
Amortization of unearned compensation
Distributions to preferred unitholders
Distributions to common unitholders ($4.9875 per unit)
Acquisition of noncontrolling interest
Contribution from noncontrolling interest
CAPITAL BALANCE DECEMBER 31, 2022
$
$
$
9,053
—
—
—
—
(502)
—
63
—
—
(16,334)
—
206,927
16,911
—
—
—
—
(43,292)
—
(605)
—
—
(14,825)
—
165,116
17,633
—
—
—
—
(2,118)
—
—
(1,165)
—
—
(15,871)
—
—
163,595
$
$
$
251,274
—
(208)
(5,657)
71
502
363
(63)
16,038
—
(460,340)
—
5,817,270
530,103
—
(429)
(9,043)
1,478
43,292
(13,131)
605
18,152
—
(478,597)
—
5,909,700
633,748
—
(123)
(14,043)
28
2,118
—
9,053
1,165
20,143
—
(575,848)
(37,443)
—
5,948,498
$
$
$
3,688
—
—
—
—
—
—
—
—
(3,688)
—
—
66,840
3,688
—
—
—
—
—
—
—
—
(3,688)
—
—
66,840
3,688
—
—
—
—
—
—
—
—
—
(3,688)
—
—
—
66,840
$
$
$
—
1,088
—
—
—
—
—
—
—
—
—
—
(12,496)
—
1,114
—
—
—
—
—
—
—
—
—
—
(11,382)
—
1,114
—
—
—
—
—
—
—
—
—
—
—
—
(10,268)
$
$
$
6,247
—
—
—
—
—
—
—
—
—
—
—
3,601
9,848
—
—
—
—
—
—
—
—
—
—
—
13,766
23,614
(293)
—
—
—
—
—
—
—
—
—
—
—
(5,627)
3,370
21,064
$
$
$
$
6,289,440
264,015
1,088
(208)
(5,657)
71
—
363
—
16,038
(3,688)
(476,674)
3,601
6,088,389
550,702
1,114
(429)
(9,043)
1,478
—
(13,131)
—
18,152
(3,688)
(493,422)
13,766
6,153,888
654,776
1,114
(123)
(14,043)
28
—
—
9,053
—
20,143
(3,688)
(591,719)
(43,070)
3,370
6,189,729
$
$
$
$
14,131
—
—
1,629
—
—
—
(363)
—
—
—
—
—
15,397
—
—
1,657
—
—
—
13,131
—
—
—
—
—
30,185
—
—
1,687
—
—
—
(2,148)
(9,053)
—
—
—
—
—
—
20,671
See accompanying notes to consolidated financial statements.
F-12
Mid-America Apartments, L.P.
Consolidated Statements of Cash Flows
Years ended December 31, 2022, 2021 and 2020
(Dollars in thousands)
2022
2021
2020
$
654,776
$
550,702
$
264,015
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Gain on sale of depreciable real estate assets
Gain on sale of non-depreciable real estate assets
Loss (gain) on embedded derivative in preferred shares
Stock compensation expense
Amortization of debt issuance costs, discounts and premiums
Loss (gain) on investments
Net change in operating accounts and other operating activities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of real estate and other assets
Capital improvements and other
Development costs
Distributions from real estate joint venture
Contributions to affiliates
Proceeds from real estate asset dispositions
Proceeds from insurance recoveries
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from revolving credit facility
Repayments of revolving credit facility
Net proceeds from (payments of) commercial paper
Proceeds from notes payable
Principal payments on notes payable
Payment of deferred financing costs
Distributions paid on common units
Distributions paid on preferred units
Acquisition of noncontrolling interests
Net change in other financing activities
Net cash used in financing activities
544,004
(214,762)
(809)
21,107
18,798
6,064
45,357
(16,056)
1,058,479
(271,428)
(296,176)
(172,124)
538
(13,849)
320,491
27,312
(405,236)
—
—
20,000
—
(126,401)
(5,516)
(554,532)
(3,688)
(43,070)
(9,563)
(722,770)
534,415
(220,428)
(811)
4,560
16,665
5,652
(51,713)
55,925
894,967
(46,028)
(279,635)
(231,642)
497
(4,669)
293,071
14,820
(253,586)
—
—
(172,000)
594,423
(467,153)
(5,940)
(485,898)
(3,688)
—
(6,142)
(546,398)
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
(69,527)
130,598
61,071
$
94,983
35,615
130,598
$
$
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets:
Reconciliation of cash, cash equivalents and restricted cash at period end:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
Supplemental information:
Interest paid
Income taxes paid
Non-cash transactions:
Accrued construction in progress
Interest capitalized
$
$
$
$
38,659
22,412
61,071
157,497
3,490
16,484
8,728
$
$
$
$
54,302
76,296
130,598
158,630
2,543
15,123
9,720
$
$
$
$
See accompanying notes to consolidated financial statements.
F-13
511,678
(9)
(1,024)
(2,562)
14,329
4,960
(5,608)
38,170
823,949
(56,965)
(225,506)
(201,435)
349
(5,349)
2,618
1,557
(484,731)
255,000
(255,000)
102,000
447,593
(441,108)
(4,217)
(473,598)
(3,688)
—
(1,126)
(374,144)
(34,926)
70,541
35,615
25,198
10,417
35,615
165,098
2,549
19,625
6,912
Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Notes to Consolidated Financial Statements
Years ended December 31, 2022, 2021 and 2020
1.
Organization and Summary of Significant Accounting Policies
Unless the context otherwise requires, all references to the “Company” refer collectively to Mid-America Apartment Communities, Inc., together
with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references to “MAA” refer
only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, the
references to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P., together with its consolidated subsidiaries.
“Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the
holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interests in the Operating
Partnership are referred to as “OP Units,” and the holders of the OP Units are referred to as “common unitholders”.
As of December 31, 2022, MAA owned 115,480,336 OP Units (or 97.3% of the total number of OP Units). MAA conducts substantially all of its
business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the
OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the
Operating Partnership.
Management believes combining the notes to the consolidated financial statements of MAA and the Operating Partnership results in the
following benefits:
•
•
•
enhances a readers’ understanding of MAA and the Operating Partnership by enabling the reader to view the business as a whole in
the same manner that management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the
disclosure applies to both MAA and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets.
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management
operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of
MAA and employees of the Operating Partnership. Management believes it is important to understand the few differences between MAA and the
Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating
Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in
cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles
MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership
interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole
general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership
from time to time. The Operating Partnership holds, directly or indirectly, all of the Company’s real estate assets. Except for net proceeds from
public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating
Partnership generates the capital required by the business through the Operating Partnership’s operations, direct or indirect incurrence of
indebtedness and issuance of OP Units.
The presentations of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the
consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred
stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares,
accumulated other comprehensive income or loss and redeemable common stock. The Operating Partnership’s capital may include common
capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests,
accumulated other comprehensive income or loss and redeemable common units. Holders of OP Units (other than MAA) may require the
Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption
price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock
Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to
adjustment under specified circumstances) for each OP Unit so redeemed.
F-14
Organization of Mid-America Apartment Communities, Inc.
The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-
Atlantic regions of the U.S. As of December 31, 2022, the Company owned and operated 290 apartment communities (which does not include
development communities under construction) through the Operating Partnership and its subsidiaries and had an ownership interest in one
apartment community through an unconsolidated real estate joint venture. As of December 31, 2022, the Company also had six development
communities under construction, totaling 2,310 apartment units once complete. Total expected costs for the six development projects are $728.7
million, of which $291.7 million had been incurred through December 31, 2022. The Company expects to complete two of these developments in
2023, two in 2024 and two in 2025. As of December 31, 2022, 34 of the Company’s apartment communities included retail components. The
Company’s apartment communities, including development communities under construction, were located across 16 states and the District of
Columbia as of December 31, 2022.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared by the Company’s management in accordance with U.S. 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, directly or indirectly, approximately 80% to 100% of all consolidated subsidiaries,
including the Operating Partnership. In management’s 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.
The Company invests in entities that may qualify as variable interest entities, or VIEs, and MAALP is considered a VIE. A VIE is a legal entity
in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support
or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to
absorb its expected losses or the right to receive its expected residual returns. MAALP is classified as a VIE because the limited partners lack
substantive kick-out rights and substantive participating rights. The Company consolidates all VIEs for which it is the primary beneficiary and
uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary. In determining whether the
Company is the primary beneficiary of a VIE, management considers both qualitative and quantitative factors, including, but not limited to, those
activities that most significantly impact the VIE’s economic performance and which party controls such activities. The Company uses the equity
method of accounting for its investments in entities for which the Company exercises significant influence but does not have the ability to
exercise control. The factors considered in determining whether the Company has the ability to exercise significant influence or control include
ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below).
Noncontrolling Interests
As of December 31, 2022, the Company had two types of noncontrolling interests with respect to its consolidated subsidiaries: (1) noncontrolling
interests related to the common unitholders of its Operating Partnership; and (2) noncontrolling interests related to its consolidated real estate
entities. The noncontrolling interests relating to the limited partnership interests in the Operating Partnership are owned by the holders of the
Class A OP Units. MAA is the sole general partner of the Operating Partnership and holds all of the outstanding Class B OP Units. Net income
(after allocations to preferred ownership interests) is allocated to MAA and the noncontrolling interests based on their respective ownership
percentages of the Operating Partnership. Issuance of additional Class A OP Units or Class B OP Units changes the ownership percentage of
both the noncontrolling interests and MAA. The issuance of Class B OP Units generally occurs when MAA issues common stock and the
issuance proceeds are contributed to the Operating Partnership in exchange for Class B OP Units equal to the number of shares of MAA’s
common stock issued. At each reporting period, the allocation between total MAA shareholders’ equity and noncontrolling interests is adjusted
to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership. MAA’s Board of
Directors established economic rights in respect to each Class A OP Unit that were equivalent to the economic rights in respect to each share of
MAA common stock. See Note 9 for additional details.
The noncontrolling interests relating to the Company’s five consolidated real estate entities are owned by private real estate companies that are
generally responsible for the development, construction and lease-up of the apartment communities that are owned through the consolidated real
estate entities with a noncontrolling interest. The entities were determined to be VIE’s with the Company designated as the primary beneficiary.
As a result, the accounts of the entities are consolidated by the Company. As of December 31, 2022, the consolidated assets of the Company’s
consolidated real estate entities with a noncontrolling interest were $279.6 million, and consolidated liabilities were $14.5 million. As of
December 31, 2021, the consolidated assets of the Company’s consolidated real estate entities with a noncontrolling interest were $252.8 million,
and consolidated liabilities were $15.9 million. During the year ended December 31, 2022, the Company paid $43.1 million to acquire the
noncontrolling interest of one consolidated real estate entity.
F-15
Real Estate Assets and Depreciation and Amortization
Real estate assets are carried at depreciated cost and consist of land, buildings and improvements and other, and development and capital
improvements in progress (see “Development Costs” below). Repairs and maintenance costs are expensed as incurred, while significant
improvements, renovations and recurring capital replacements are capitalized and depreciated over their estimated useful lives. 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, the Company also capitalizes 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 and
blinds are typically expensed as incurred.
Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to 40 years. The
line item “Buildings and improvements and other” in the Consolidated Balance Sheets includes land improvements and buildings, which have a
useful life ranging from five to 40 years, as well as furniture, fixtures and equipment, which have a useful life of three to five years.
Development Costs
Development projects and the related carrying costs, including interest, property taxes, insurance and allocated direct development salary costs
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 or floors within a development, amounts
representing the completed portion of total estimated development costs for the project are transferred to “Buildings and improvements and
other” 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 capitalized costs (including capitalized interest, property
taxes, insurance and salaries) during the years ended December 31, 2022, 2021 and 2020 were $14.4 million, $16.6 million and $12.7 million,
respectively. Certain costs associated with the lease-up of development projects, including cost of model units, furnishings and signs, 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 Codification (“ASC”) Topic 805, Business Combinations, most acquisitions of operating properties
qualify as an asset acquisition. Accordingly, the cost of the real estate acquired, including acquisition costs, is allocated to the acquired tangible
assets, consisting of land, buildings and improvements and other, and identified intangible assets, consisting of the value of in-place leases and
other contracts, on a relative fair value basis. Acquisition costs include appraisal fees, title fees, broker fees and other legal costs to acquire the
property.
The purchase price of an acquired property is allocated based on the relative fair value of the individual components as a proportion of the total
assets acquired. The Company allocates the cost of the tangible assets of an acquired property 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. The Company allocates the cost of land based on its relative fair value if acquired with a multifamily
community or records the value based on the purchase price paid if acquired separately. In allocating the cost 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 approximate at-market rates since the residential lease terms
generally do not extend beyond one year.
For residential leases, the fair value of the in-place leases and resident relationships is amortized over the remaining term of the resident leases.
For retail and commercial leases, the fair value of in-place leases and tenant relationships is amortized over the remaining term of the leases. The
net amount of these lease intangibles included in “Other assets” were negligible as of December 31, 2022 and 2021.
Impairment of Long-lived Assets
The Company accounts for long-lived assets in accordance with the provisions of accounting standards for the impairment or disposal of long-
lived assets. Management periodically evaluates long-lived assets, including investments in real estate, 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. 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
future undiscounted 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 in the Consolidated Balance Sheets, are reported at the lower of the carrying amount or fair value less costs
F-16
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 Consolidated Balance Sheets.
Undeveloped Land
Undeveloped land includes sites intended for future multifamily developments and sites for future commercial development, which are carried at
the lower of cost or fair value in accordance with GAAP. Any costs incurred prior to commencement of pre-development activities are expensed
as incurred.
Cash and Cash Equivalents
Investments in money market accounts and certificates of deposit with original maturities of three months or less are considered 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 cash held for exchanges under Section 1031(b) of the Internal Revenue Code of 1986, as amended, or the
Code. Section 1031(b) exchanges are presented within “Cash, cash equivalents and restricted cash” in the accompanying Consolidated
Statements of Cash Flows.
Investments in Unconsolidated Affiliates
The Company uses the equity method to account for its investments in a real estate joint venture and five technology-focused limited
partnerships that each qualify as a VIE. Management determined the Company is not the primary beneficiary in any of these investments but
does have the ability to exert significant influence over the operations and financial policies of the real estate joint venture and considers its
investments in the limited partnerships to be more than minor. The Company’s investment in the real estate joint venture was $42.3 million and
$42.8 million as of December 31, 2022 and 2021, respectively.
The Company accounts for its investments in the technology-focused limited partnerships on a three month lag due to the timing the limited
partnerships’ financial information is made available to the Company. As of December 31, 2022 and 2021, the Company’s investments in the
limited partnerships were $36.7 million and $79.4 million, respectively, and are included in “Other assets” in the accompanying Consolidated
Balance Sheets, with any related gains and losses, including unrealized gains and losses, recognized in “Other non-operating expense (income)”
in the accompanying Consolidated Statements of Operations. The decrease in the Company’s investments in the limited partnerships was driven
by the recognition of unrealized losses, which were primarily a result of a decrease in the valuation of an underlying investment that recently
became publicly traded and the distribution of publicly traded marketable securities. During the years ended December 31, 2022, 2021 and 2020,
the Company recognized $35.4 million of expense, $51.7 million of income and $5.6 million of income, respectively, from its investments in the
limited partnerships. As of December 31, 2022, the Company was committed to make additional capital contributions totaling $45.2 million if
and when called by the general partners of the limited partnerships.
Other Assets
Other assets consist primarily of receivables, the value of derivative contracts, right-of-use lease assets, investments in technology-focused
limited partnerships, marketable equity securities, deferred rental concessions, deferred financing costs relating to the revolving credit facility
and commercial paper program and other prepaid expenses. Also included in other assets are the fair market value of in-place leases and resident
relationships, net of accumulated amortization.
Marketable Equity Securities
During the year ended December 31, 2022, two of the technology-focused limited partnerships that are accounted for as investments in
unconsolidated affiliates distributed publicly traded marketable equity securities to the Company and the other limited partners. The Company’s
investment in marketable equity securities is measured at fair value based on the quoted share price of the securities and is included in “Other
assets” in the accompanying Consolidated Balance Sheets, with any related gains and losses, including unrealized gains and losses, recognized in
“Other non-operating expense (income)” in the accompanying Consolidated Statements of Operations. As of December 31, 2022, the Company’s
investment in the marketable equity securities was $8.0 million. During the year ended December 31, 2022, the Company recognized $10.0
million of expense from its investment in marketable equity securities.
F-17
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of accrued dividends payable, accrued real estate taxes, unearned income, right-of-use lease
liabilities, accrued payroll, security deposits, accrued interest payable, general liability and workers compensation insurance, accrued
construction in progress, net deferred tax liability (see Note 7), accrued loss contingencies (see Note 11), accounts payable and other accrued
expenses. The following table reflects a detail of the Company’s “Accrued expenses and other liabilities” balances as of December 31, 2022 and
2021 (dollars in thousands):
Accrued dividends payable
Accrued real estate taxes
Unearned income
Right-of-use lease liabilities
Accrued payroll
Security deposits
Accrued interest payable
General liability and workers compensation insurance
Accrued construction in progress
Accounts payable, accrued expenses and other
Total
Loss Contingencies
December 31, 2022
December 31, 2021
$
$
166,103
135,510
65,129
28,671
27,667
26,533
25,132
22,624
16,484
101,990
615,843
$
$
128,916
144,326
59,937
30,251
27,092
24,660
26,331
23,851
15,123
103,913
584,400
The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. The Company records an accrual for loss
contingencies when a loss is probable and the amount of the loss can be reasonably estimated. The Company also accrues an estimate of defense
costs expected to be incurred in connection with legal matters. Management reviews these accruals quarterly and makes revisions based on
changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the
loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management
discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If the Company cannot make a
reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.
The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often
involves a series of complex judgments about future events. Among the factors considered in this assessment, are the nature of existing legal
proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law
and precedent, the opinions or views of legal counsel and other advisers, management’s experience in similar matters, the facts available to
management at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding or claim. Management’s
assessment of these factors may change over time as individual proceedings or claims progress. For matters where management is not currently
able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i)
the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a
large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are ultimately expected to
be resolved through negotiation and settlement have not reached the point where management believes a reasonable estimate of loss, or range of
loss, can be made. The Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters,
including a possible eventual loss or business impact, if any. See Note 11 for additional disclosures regarding loss contingencies.
Equity Forward Sale Agreements
MAA has entered into, and in the future may enter into, forward sale agreements for the sale and issuance of shares of its common stock, either
through an underwritten public offering or through MAA’s at-the-market share offering program, or ATM program. When MAA enters into a
forward sale agreement, the contract requires MAA to sell its shares to a counterparty at a predetermined price at a future date, which price is
subject to adjustment during the term of the contract for MAA’s anticipated dividends as well as for a daily interest factor that varies with
changes in the federal funds rate. MAA generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement,
net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain
circumstances. The Company accounts for the shares of MAA’s common stock reserved for issuance upon settlement as equity in accordance
with ASC Topic 815-40, Contracts in Entity’s Own Equity, which permits equity classification when a contract is considered indexed to its own
stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).
The guidance in ASC Topic 815-40 establishes a two-step process for evaluating whether an equity-linked financial instrument is considered
indexed to its own stock by evaluating the instrument’s contingent exercise provisions and the instrument’s settlement provisions. In evaluating
the forward sale agreements MAA has entered into, management concluded that (i) none of the agreements’ exercise contingencies are based on
observable markets or indices besides those related to the market of MAA’s common stock price; and (ii) none of the settlement provisions
preclude the agreements from being indexed to MAA’s common stock.
F-18
Before the issuance of shares of MAA’s common stock, upon physical or net share settlement of the forward sale agreements, MAA expects the
shares issuable upon settlement of the forward sale agreements will be reflected in its diluted earnings per share calculations using the treasury
stock method. Under this method, the number of shares of common stock used in calculating diluted earnings per share is deemed to be increased
by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sale agreements
over the number of shares of common stock that could be purchased by MAA in the open market (based on the average market price during the
period) using the proceeds to be received upon full physical settlement (based on the adjusted forward sale price at the end of the reporting
period). When MAA physically or net share settles a forward sale agreement, the delivery of shares of common stock would result in an increase
in the number of weighted average common shares outstanding and dilution to basic earnings per share. See Note 8 for additional disclosures
regarding equity forward sale agreements.
Revenue Recognition
The Company primarily leases multifamily residential apartments to residents under operating leases generally due on a monthly basis with terms
of approximately one year or less. Rental revenues are recognized in accordance with ASC Topic 842, Leases, using a method that represents a
straight-line basis over the term of the lease. In addition, in circumstances where a lease incentive is provided to residents, the incentive is
recognized as a reduction of rental revenues on a straight-line basis over the reasonably assured lease term. Rental revenues represent
approximately 94% of the Company’s total revenues and include gross rents charged less adjustments for concessions and bad debt.
Approximately 5% of the Company’s total revenues represent non-lease reimbursable property revenues from its residents for utility
reimbursements, which are generally recognized and due on a monthly basis as residents obtain control of the service over the term of the lease.
The remaining 1% of the Company’s total revenues represents other non-lease property revenues primarily driven by nonrefundable fees and
commissions which are recognized when earned.
In accordance with ASC Topic 842, rental revenues and non-lease reimbursable property revenues meet the criteria to be aggregated into a single
lease component and are reported on a combined basis in the line item “Rental revenues,” as presented in the disaggregation of the Company’s
revenues in Note 13. Other non-lease property revenues are accounted for in accordance with ASC Topic 606, Revenue from Contracts with
Customers, which requires revenue recognized outside of the scope of ASC Topic 842 to be recognized when a customer obtains control of
promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.
Other non-lease property revenues are reported in the line item “Other property revenues”, as presented in the disaggregation of the Company’s
revenues in Note 13.
Rental Costs
Costs associated with rental activities are expensed as incurred and include advertising expenses, which were $24.4 million, $23.9 million and
$23.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Leases
The Company is the lessee under certain ground, office, equipment and other operational leases, all of which are accounted for as operating
leases in accordance with ASC Topic 842. The Company recognizes a right-of-use asset for the right to use the underlying asset for all leases
where the Company is the lessee with terms of more than twelve months, and a related lease liability for the obligation to make lease payments.
Expenses related to leases determined to be operating leases are recognized on a straight-line basis. As of December 31, 2022 and 2021, right-of-
use assets recorded within “Other assets” totaled $44.6 million and $47.0 million, respectively, and related lease liabilities recorded within
“Accrued expenses and other liabilities” totaled $28.7 million and $30.3 million, respectively, in the Consolidated Balance Sheets. Lease expense
recognized for the years ended December 31, 2022, 2021 and 2020 was immaterial to the Company. Cash paid for amounts included in the
measurement of operating lease liabilities during the years ended December 31, 2022 and 2021 was also immaterial. See Note 11 for additional
disclosures regarding leases.
Income Taxes
MAA has elected to be taxed as a REIT under the Code 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 requirements with respect to the nature and diversity of MAA’s assets and
sources of MAA’s gross income. As long as MAA qualifies for taxation as a REIT, it will generally not be subject to U.S. federal corporate
income tax on its taxable income that is currently distributed to shareholders. This treatment substantially eliminates the “double taxation” (i.e.,
income taxation at both the corporate and shareholder levels) that generally results from an investment in a corporation. Even if MAA qualifies
as a REIT, MAA may be subject to U.S. federal income and excise taxes in certain situations, such as if MAA fails to distribute timely all of its
taxable income with respect to a taxable year. MAA also will be required to pay a 100% tax on any net income on non-arm’s length transactions
between MAA and one of its taxable REIT subsidiaries, or TRSs. Furthermore, 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, and the applicable
state and local tax laws may not conform to the U.S. federal income tax treatment. Any taxes imposed on MAA would reduce its operating cash
flows and net income.
F-19
The Company has elected TRS status for certain of its corporate subsidiaries. As a result, the TRSs incur both federal and state income taxes on
any taxable income after consideration of any net operating losses. The TRSs use the liability method of accounting for income taxes. Deferred
income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. A valuation allowance is
provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized.
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 likely than not to be realized upon ultimate settlement. See Note 7 for additional disclosures
regarding income taxes.
Fair Value Measurements
The Company applies the guidance in ASC Topic 820, Fair Value Measurements and Disclosures, to the valuation of real estate assets recorded
at fair value, to its impairment valuation analysis of real estate assets and to its valuation and disclosure of the fair value of financial instruments,
which primarily consists of marketable equity securities, indebtedness and derivative instruments. Fair value disclosures required under ASC
Topic 820 as well as the Company’s derivative accounting policies are summarized in Note 6 utilizing the following hierarchy:
Level 1 - Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the assets or liability.
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.
F-20
2.
Earnings per Common Share of MAA
Basic earnings per share is computed using the two-class method by dividing net income available to MAA common shareholders by the
weighted average number of common shares outstanding during the period. All outstanding unvested restricted share awards contain rights to
non-forfeitable dividends and participate in undistributed earnings with 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
diluted earnings per share being the more dilutive of the treasury stock or two-class methods. OP Units are included in dilutive earnings per share
calculations when the units are dilutive to earnings per share.
For the years ended December 31, 2022, 2021 and 2020, MAA’s diluted earnings per share was computed using the treasury stock method as
presented below (dollars and shares in thousands, except per share amounts):
Calculation of Earnings per common share - basic
Net income
Net income attributable to noncontrolling interests
Unvested restricted shares (allocation of earnings)
Dividends to MAA Series I preferred shareholders
Net income available for MAA common shareholders, adjusted
Weighted average common shares - basic
Earnings per common share - basic
Calculation of Earnings per common share - diluted
Net income
Net income attributable to noncontrolling interests (1)
Dividends to MAA Series I preferred shareholders
Net income available for MAA common shareholders, adjusted
Weighted average common shares - basic
Effect of dilutive securities
Weighted average common shares - diluted
Earnings per common share - diluted
2022
2021
2020
$
$
$
$
$
$
654,776
(17,340)
(438)
(3,688)
633,310
115,344
5.49
654,776
(17,340)
(3,688)
633,748
115,344
239
115,583
5.48
$
$
$
$
$
$
550,702
(16,911)
(539)
(3,688)
529,564
114,717
4.62
550,702
(16,911)
(3,688)
530,103
114,717
322
115,039
4.61
$
$
$
$
$
$
264,015
(9,053)
(338)
(3,688)
250,936
114,188
2.20
264,015
(9,053)
(3,688)
251,274
114,188
312
114,500
2.19
(1)
For the years ended December 31, 2022, 2021 and 2020, 3.2 million, 3.7 million and 4.1 million OP Units and their related income are not included in the diluted earnings
per share calculations as they are not dilutive.
F-21
3.
Earnings per OP Unit of MAALP
Basic earnings per common unit is computed using the two-class method by dividing net income available for common unitholders by the
weighted average number of OP Units outstanding during the period. All outstanding unvested restricted unit awards contain rights to non-
forfeitable distributions and participate in undistributed earnings with common unitholders and, accordingly, are considered participating
securities that are included in the two-class method of computing basic earnings per common unit. Diluted earnings per common unit reflects the
potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units. Both the unvested
restricted unit awards and other potentially dilutive common units, and the related impact to earnings, are considered when calculating earnings
per common unit on a diluted basis with diluted earnings per common unit being the more dilutive of the treasury stock or two-class methods.
For the years ended December 31, 2022, 2021 and 2020, MAALP’s diluted earnings per common unit was computed using the treasury stock
method as presented below (dollars and units in thousands, except per unit amounts):
Calculation of Earnings per common unit - basic
Net income
Net loss attributable to noncontrolling interests
Unvested restricted units (allocation of earnings)
Distributions to MAALP preferred unitholders
Net income available for MAALP common unitholders, adjusted
Weighted average common units - basic
Earnings per common unit - basic
Calculation of Earnings per common unit - diluted
Net income
Net loss attributable to noncontrolling interests
Distributions to MAALP preferred unitholders
Net income available for MAALP common unitholders, adjusted
Weighted average common units - basic
Effect of dilutive securities
Weighted average common units - diluted
Earnings per common unit - diluted
4.
Stock-Based Compensation
Overview
2022
2021
2020
$
$
$
$
$
$
654,776
293
(438)
(3,688)
650,943
118,538
5.49
654,776
293
(3,688)
651,381
118,538
239
118,777
5.48
$
$
$
$
$
$
550,702
—
(539)
(3,688)
546,475
118,400
4.62
550,702
—
(3,688)
547,014
118,400
322
118,722
4.61
$
$
$
$
$
$
264,015
—
(338)
(3,688)
259,989
118,248
2.20
264,015
—
(3,688)
260,327
118,248
312
118,560
2.20
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.
MAA’s stock compensation plans consist of a number of incentives provided to attract and retain independent directors, executive officers and
key employees. Incentives are currently granted under the Second Amended and Restated 2013 Stock Incentive Plan, or the Stock Plan, which
was approved at the 2018 annual meeting of MAA shareholders. The Stock Plan allows for the grant of restricted stock and stock options up to
2,000,000 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, compensation expense is adjusted for actual forfeitures
for all awards in the period that the award was forfeited. 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 in “General and
administrative expenses”.
F-22
Total compensation expense under the Stock Plan was $20.1 million, $18.2 million and $16.0 million for the years ended December 31, 2022,
2021 and 2020, respectively. Of these amounts, total compensation expense capitalized was $1.3 million, $1.5 million and $1.7 million for the
years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total unrecognized compensation expense was
$12.1 million. This cost is expected to be recognized over the remaining weighted average period of 0.8 years. Total cash paid for the settlement
of plan shares totaled $14.0 million, $9.0 million and $5.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Information concerning grants under the Stock Plan is provided below.
Restricted Stock
In general, restricted stock is earned based on either a service condition, market condition, performance condition or a combination thereof and
generally vests ratably over a period from the grant date up 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 funds available for distribution 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, 2022, 2021 and 2020, was $144.77,
$88.22 and $100.53, 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, 2022, 2021 and 2020:
Risk free rate
Dividend yield
Volatility
Requisite service period
2022
1.010%
2.024%
25.84%
3 years
2021
0.161%
3.341%
28.04%
3 years
2020
1.603%
3.070%
17.02%
3 years
The risk free rate was based on a zero coupon risk-free rate. 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 requisite service period is based on the criteria for the separate restricted stock awards according to the related vesting schedule.
A summary of the status of the nonvested restricted shares as of December 31, 2022, and the changes for the year ended December 31, 2022, is
presented below:
Nonvested Shares
Shares
Weighted Average Grant-Date Fair Value
Nonvested as of January 1, 2022
Issued
Vested
Forfeited
Nonvested as of December 31, 2022
161,896
160,638
(195,526)
(1,243)
125,765
$
$
115.70
91.21
82.04
130.46
136.60
The total fair value of shares vested during the years ended December 31, 2022, 2021 and 2020 was $16.0 million, $15.8 million and $13.9
million, respectively.
Stock Options
Options to purchase 463 shares of MAA's common stock were outstanding as of December 31, 2022. No stock options were granted or expired
during the years ended December 31, 2022, 2021 and 2020. There were 350 options, 19,032 options and 918 options exercised during the years
ended December 31, 2022, 2021 and 2020, respectively. These exercises resulted in net proceeds that were negligible during the years ended
December 31, 2022 and 2020 and $1.5 million for the year ended December 31, 2021.
F-23
5.
Borrowings
The following table summarizes the Company’s outstanding debt as of December 31, 2022 and December 31, 2021 (dollars in thousands):
Unsecured debt
December 31, 2022
December 31, 2021
Variable rate commercial paper program
Fixed rate senior notes
Debt issuance costs, discounts, premiums and fair market
value adjustments
Total unsecured debt
Secured debt
Fixed rate property mortgages
Debt issuance costs
Total secured debt
Total outstanding debt
Unsecured Revolving Credit Facility
$
$
$
$
$
$
20,000
4,050,000
(19,090)
4,050,910
367,154
(3,161)
363,993
4,414,903
$
$
$
$
$
$
—
4,175,000
(23,625)
4,151,375
368,555
(3,240)
365,315
4,516,690
As of December 31, 2022
Weighted Average
Effective Rate
Weighted Average
Contract Maturity
1/3/2023
5/14/2029
10/27/2048
4.7%
3.4%
3.4%
4.4%
4.4%
3.4%
In July 2022, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.25 billion with an option to
expand to $2.0 billion. The revolving credit facility bears interest at an adjusted Secured Overnight Financing Rate plus a spread of 0.70% to
1.40% based on an investment grade pricing grid. The revolving credit facility has a maturity date in October 2026 with an option to extend for
two additional six-month periods. As of December 31, 2022, there was no outstanding balance under the revolving credit facility, while $4.3
million of capacity was used to support outstanding letters of credit.
Unsecured Commercial Paper
MAALP has established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying
maturities not to exceed 397 days. In September 2022, MAALP amended its commercial paper program to increase the maximum aggregate
principal amount of notes that may be outstanding from time to time under the program from $500.0 million to $625.0 million. As of
December 31, 2022, MAALP had $20.0 million outstanding under the commercial paper program. For the year ended December 31, 2022, the
average daily borrowings outstanding under the commercial paper program were $34.9 million.
Unsecured Senior Notes
As of December 31, 2022, MAALP had $4.1 billion of publicly issued unsecured senior notes outstanding. The unsecured senior notes had
maturities at issuance ranging from 5 to 30 years, with a weighted average maturity in 2029.
In September 2022, MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in December 2022.
In July 2021, MAALP retired a $72.8 million tranche of privately placed unsecured senior notes at maturity.
In August 2021, MAALP publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing in 2026 with interest
payable semi-annually and a coupon rate of 1.100% per annum, or the 2026 Notes. MAALP also publicly issued $300 million in aggregate
principal amount of unsecured senior notes maturing 2051 with interest payable semi-annually in arrears and a coupon rate of 2.875% per
annum, or the 2051 Notes. Both the 2026 Notes and 2051 Notes are general unsecured senior obligations of MAALP and rank equally in right of
payment with all other unsecured senior indebtedness of MAALP. The combined net proceeds of the offerings were $590.0 million, after
deducting the combined original issue discounts and underwriting commissions totaling $10.0 million.
In September 2021, MAALP retired $149.3 million of privately placed unsecured senior notes and $125.0 million of publicly issued unsecured
senior notes. MAALP incurred $13.4 million in prepayment penalties and write-offs of unamortized costs resulting from the debt retirements
during the year ended December 31, 2021. These costs are included in “Other non-operating expense (income)” in the accompanying
Consolidated Statements of Operations.
Secured Property Mortgages
As of December 31, 2022, MAALP had $367.2 million of fixed rate conventional property mortgages with a weighted average maturity in 2048.
In February 2021, MAALP retired a $118.6 million mortgage associated with eight apartment communities.
F-24
Schedule of Maturities
The following table includes scheduled principal repayments of MAALP’s outstanding borrowings as of December 31, 2022, as well as the
amortization of debt issuance costs, discounts, premiums and fair market value adjustments (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total
Maturities
Amortization
Total
$
$
370,000
400,000
403,861
300,000
600,000
2,363,293
4,437,154
$
$
(491) $
(1,158)
(2,110)
(2,798)
(3,452)
(12,242)
(22,251) $
369,509
398,842
401,751
297,202
596,548
2,351,051
4,414,903
6.
Financial Instruments and Derivatives
Financial Instruments Not Carried at Fair Value
Cash and cash equivalents, restricted cash and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair
value due to their short term nature.
Fixed rate notes payable as of December 31, 2022 and 2021 totaled $4.4 billion and $4.5 billion, respectively, and had estimated fair values of
$3.9 billion and $4.8 billion (excluding prepayment penalties) as of December 31, 2022 and 2021, respectively. The fair values of fixed rate debt
are determined by using the present value of future cash outflows discounted with the applicable current market rate plus a credit spread. The
carrying value of variable rate debt as of December 31, 2022 totaled $20.0 million and had an estimated fair value of $20.0 million as of
December 31, 2022. As of December 31, 2021, the Company had no variable rate debt outstanding. The fair value of variable rate debt is
determined using the stated variable rate plus the current market credit spread. The variable rates reset at various maturities typically less than 30
days, and management concluded these rates reasonably estimate current market rates.
Financial Instruments Measured at Fair Value on a Recurring Basis
As of December 31, 2022, the Company had one outstanding series of cumulative redeemable preferred stock, which is referred to as the MAA
Series I preferred stock (see Note 8). The Company has recognized a derivative asset related to the redemption feature embedded in the MAA
Series I preferred stock. The derivative asset is valued using widely accepted valuation techniques, including a discounted cash flow analysis in
which the perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the
value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the redeemable
preferred shares, which are redeemable at the Company’s option beginning on October 1, 2026 at the redemption price of $50.00 per share. The
Company uses various inputs in the analysis, including trading data available on the preferred shares, estimated coupon yields on preferred stock
instruments from REITs with similar credit ratings as MAA and treasury rates to estimate the fair value of the bifurcated call option.
The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset in “Other assets” in the accompanying
Consolidated Balance Sheets and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to “Other non-
operating expense (income)” in the accompanying Consolidated Statements of Operations. As of December 31, 2022 and 2021, the fair value of
the embedded derivative was $13.4 million and $34.5 million, respectively.
The Company has determined the majority of the inputs used to value its outstanding debt and its embedded derivative fall within Level 2 of the
fair value hierarchy, and as a result, the fair value valuations of its debt and embedded derivative held as of December 31, 2022 and 2021 were
classified as Level 2 in the fair value hierarchy. The fair value of the Company’s marketable equity securities discussed in Note 1 is based on
quoted market prices and are classified as Level 1 in the fair value hierarchy.
Terminated Cash Flow Hedges of Interest
As of December 31, 2022, the Company had $10.1 million recorded in “Accumulated other comprehensive loss”, or AOCL, related to realized
losses associated with terminated interest rate swaps that were designated as cash flow hedging instruments prior to their termination. The
realized losses associated with the terminated interest rate swaps are reclassified to interest expense as interest payments are made on the
Company’s debt and will continue to be reclassified to interest expense until the debt’s maturity. During the next twelve months, the Company
estimates an additional $1.3 million will be reclassified to earnings as an increase to “Interest expense.”
F-25
Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years
ended December 31, 2022, 2021 and 2020, respectively (dollars in thousands):
Derivatives in Cash Flow
Hedging Relationships
Terminated interest rate swaps
Location of Loss Reclassified
from AOCL into Income
Interest expense
Derivatives Not Designated
as Hedging Instruments
Preferred stock embedded derivative
Location of (Loss) Gain Recognized
in Earnings on Derivative
Other non-operating expense (income)
7.
Income Taxes
Net Loss Reclassified from AOCL into Interest Expense
2021
2020
2022
$
$
(1,114) $
(1,114) $
(1,088)
(Loss) Gain Recognized in Earnings on Derivative
2020
2021
2022
(21,107) $
(4,560) $
2,562
Due to the structure of MAA as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has
been made at the MAA level. In addition, as MAALP is structured as a limited partnership, and its partners recognize their proportionate share of
income or loss in their tax returns, no provision for federal income taxes has been made at the MAALP level. Historically, the Company has
incurred certain state and local income, excise and franchise taxes.
Taxable REIT Subsidiaries
A TRS is an entity that is subject to federal, state and any applicable local corporate income tax without the benefit of the dividends paid
deduction applicable to REITs. The Company’s TRSs generated taxable loss of $45.2 million for the year ended December 31, 2022 and taxable
income of $51.8 million and $5.8 million for the years ended December 31, 2021 and 2020 and income tax benefit of $9.5 million for the year
ended December 31, 2022 and income tax expense of $10.9 million and $0.8 million for the years ended December 31, 2021 and 2020. One of
the Company’s TRSs generally provides the Company with services (property management services to a real estate joint venture and other
services) for which the Company reimburses the TRS. In addition, one of the Company’s TRSs owns the investments in the technology-focused
limited partnerships and marketable securities that generate investment income and losses. The investment income or loss is recognized for tax
purposes at the time of sale or exchange of the investment.
In addition to the TRSs income tax provision, income tax expense primarily relates to the Texas-based margin tax for all Texas apartment
communities. Income tax benefit for the Company for the year ended December 31, 2022 was $6.2 million and income tax expense for the years
ended December 31, 2021 and 2020 was $13.6 million and $3.3 million, respectively, and is presented in “Income tax benefit (expense)” in the
accompanying Consolidated Statements of Operations.
As of December 31, 2022 and 2021, the components of the Company’s TRSs deferred income tax assets and liabilities were as follows (dollars in
thousands):
December 31, 2022
December 31, 2021
Deferred tax asset:
Other
Deferred tax liability:
Unrealized gain from limited partnerships
Unrealized gain from marketable securities & other
Total deferred tax liability
Net deferred tax liability
$
$
$
$
— $
1,122
1,700
2,822
2,822
$
$
$
328
12,946
246
13,192
12,864
The net deferred tax liability balances are reflected in “Accrued expenses and other liabilities” in the accompanying Consolidated Balance Sheets
for the years ended December 31, 2022 and 2021. The TRSs have no reserve for uncertain tax positions for the years ended December 31, 2022
and 2021, and management does not believe there will be any material changes in the TRSs unrecognized tax positions over the next 12 months.
If necessary, the TRSs accrue interest and penalties on unrecognized tax benefits as a component of income tax expense.
Net Operating Loss Carryforwards
As of December 31, 2022, the Company held federal net operating loss, or NOL, carryforwards of $54.2 million for income tax purposes that
expire in the years 2023 to 2032. Utilization of any 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 prior
to utilization. The Company may use these NOLs to offset all or a portion of the taxable income generated at the REIT level. Tax years 2019
through 2022 are subject to examination by the Internal Revenue Service. No tax examination is currently in process.
F-26
Taxable Composition of Distributions
For income tax purposes, dividends paid to holders of common stock generally 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, 2022, 2021 and 2020,
dividends per share held for the entire year were estimated to be taxable as follows:
2022
2021
2020
Amount
Percentage
Amount
Percentage
Amount
Percentage
Ordinary income
Capital gains
Un-recaptured Section 1250 gains
Total
$
$
4.44
0.23
0.01
4.68
95.03% $
4.78%
0.19%
100% $
2.43
1.36
0.31
4.10
59.18% $
33.15%
7.67%
100% $
4.00
0.00
0.00
4.00
99.98%
0.02%
0.00%
100%
The Company 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 taxable gains on sold properties.
8.
Shareholders’ Equity of MAA
As of December 31, 2022, 115,480,336 shares of common stock of MAA and 3,164,933 OP Units (excluding the OP Units held by MAA) were
issued and outstanding, representing a total of 118,645,269 common shares and units. As of December 31, 2021, 115,336,876 shares of common
stock of MAA and 3,206,118 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,542,994
common shares and units.
Preferred Stock
As of December 31, 2022, MAA had one outstanding series of cumulative redeemable preferred stock which has the following characteristics:
Description
MAA Series I
Outstanding
Shares
Liquidation
Preference (1)
867,846
$
50.00
Optional
Redemption Date
10/1/2026
Redemption
Price (2)
$
50.00
Stated Dividend
Yield
8.50%
$
Approximate
Dividend Rate
4.25
(1)
(2)
The total liquidation preference for the outstanding preferred stock is $43.4 million.
The redemption price is the price at which the preferred stock is redeemable, at MAA’s option, for cash.
See Note 6 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAA Series I preferred stock.
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 common shareholders have
the ability to reinvest all or part of their distributions from MAA into shares of MAA’s common stock and holders of Class A OP Units have the
ability to reinvest all or part of their distributions from the Operating Partnership 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 currently has registered with the SEC the offer and sale of up to 1,906,762 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 MAA’s common stock totaling 6,547 in 2022, 6,301 in 2021 and
8,259 in 2020 were acquired by participants under the DRSPP. MAA did not offer a discount for optional cash purchases in 2022, 2021 or 2020.
Equity Forward Sale Agreements
In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an
initial forward sale price of $190.56 per share, which price is net of issuance costs. Under the forward sale agreements, the forward sale price is
subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased
based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. MAA has the ability to
determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain
conditions and the right of the counterparty to accelerate settlement under certain circumstances, provided that settlement under each forward
sale agreement must occur prior to the settlement date. No shares had been settled under the forward sale agreements as of December 31, 2022.
The impact of the forward sale agreements was not dilutive to the Company’s diluted earnings per share for the years ended December 31, 2022
and 2021.
In January 2023, MAA settled its two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of
$185.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of MAA
common stock and commissions paid to sales agents, for net proceeds of $203.7 million.
F-27
At-the-Market Share Offering Program
In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing MAA’s previous
ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at
current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under its current ATM program,
MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has
no obligation to issue shares through the ATM program.
During the years ended December 31, 2022, 2021 and 2020 MAA did not sell any shares of common stock under its ATM program. As of
December 31, 2022, 4.0 million shares remained issuable under the current ATM program.
9.
Partners’ Capital of MAALP
Common units of limited partnership interests in MAALP are represented by OP Units. As of December 31, 2022, there were 118,645,269 OP
Units outstanding, 115,480,336, or 97.3%, of which represent Class B OP Units (common units issued to or held by MAALP’s general partner or
any of its subsidiaries), which were owned by MAA, MAALP’s general partner. The remaining 3,164,933 OP Units were Class A OP Units
owned by Class A limited partners. As of December 31, 2021, there were 118,542,994 OP Units outstanding, 115,336,876, or 97.3%, of which
were owned by MAA and 3,206,118 of which were owned by the Class A limited partners.
MAA, as the sole general partner of MAALP, has full, complete and exclusive discretion to manage and control the business of MAALP subject
to the restrictions specifically contained within MAALP’s agreement of limited partnership, or the Partnership Agreement. Unless otherwise
stated in the Partnership Agreement, this power includes, but is not limited to, acquiring, leasing or disposing of any real property; constructing
buildings and making other improvements to properties owned; borrowing money, modifying or extinguishing current borrowings, issuing
evidence of indebtedness and securing such indebtedness by mortgage, deed of trust, pledge or other lien on MAALP’s assets; and distribution of
MAALP’s cash or other assets in accordance with the Partnership Agreement. MAA can generally, at its sole discretion, issue and redeem OP
Units and determine the consideration to be received or the redemption price to be paid, as applicable. The general partner may delegate these
and other powers granted to it if the general partner remains in supervision of the designee.
Under the Partnership Agreement, MAALP may issue Class A OP Units and Class B OP Units. Class A OP Units are any OP Units other than
Class B OP Units, while Class B OP Units are those issued to or held by MAALP’s general partner or any of its subsidiaries. In general, the
limited partners do not have the power to participate in the management or control of MAALP’s business except in limited circumstances,
including changes in the general partner and protective rights if the general partner acts outside of the provisions provided in the Partnership
Agreement. The transferability of Class A OP Units is also limited by the Partnership Agreement.
Net income of MAALP (after allocations to preferred ownership interests) is allocated to the general partner and limited partners based on their
respective ownership percentages of MAALP. Issuance or redemption of additional Class A OP Units or Class B OP Units changes the relative
ownership percentage of the partners. The issuance of Class B OP Units generally occurs when MAA issues common stock and the proceeds
from that issuance are contributed to MAALP in exchange for the issuance to MAA of a number of OP Units equal to the number of shares of
common stock issued. Likewise, if MAA repurchases or redeems outstanding shares of common stock, MAALP generally redeems an equal
number of Class B OP Units with similar terms held by MAA for a redemption price equal to the purchase price of those shares of common
stock. At each reporting period, the allocation between general partner capital and limited partner capital is adjusted to account for the change in
the respective percentage ownership of the underlying capital of MAALP. Holders of the Class A OP Units may require MAA to redeem their
Class A OP Units, in which case MAA may, at its option, pay the redemption price either in cash (in an amount per Class A OP Unit equal, in
general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering
one share of MAA common stock (subject to adjustment under specified circumstances) for each Class A OP Unit so redeemed.
As of December 31, 2022, a total of 3,164,933 Class A OP Units were outstanding and redeemable for 3,164,933 shares of MAA common stock,
with an approximate value of $496.9 million, based on the closing price of MAA’s common stock on December 31, 2022 of $156.99 per share.
As of December 31, 2021, a total of 3,206,118 Class A OP Units were outstanding and redeemable for 3,206,118 shares of MAA common stock,
with an approximate value of $735.6 million, based on the closing price of MAA’s common stock on December 31, 2021 of $229.44 per share.
MAALP pays the same per unit distributions in respect to the OP Units as the per share dividends MAA pays in respect to its common stock.
As of December 31, 2022, MAALP had one outstanding series of cumulative redeemable preferred units, or the MAALP Series I preferred units.
The MAALP Series I preferred units have the same characteristics as the MAA Series I preferred stock described in Note 8. As of December 31,
2022, 867,846 units of the MAALP Series I preferred units were outstanding and owned by MAA. See Note 6 for details of the valuation of the
derivative asset related to the redemption feature embedded in the MAALP Series I preferred units.
F-28
10.
Employee Benefit Plans
The following provides details of the employee benefit plans not previously discussed in Note 4.
401(k) Savings Plans
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 to the 401(k) Plan. MAA recognized expense from the
401(k) Plan of $4.4 million, $4.1 million and $3.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively.
Non-Qualified Executive Deferred Compensation Retirement Plan
MAA has adopted the MAA Non-Qualified Executive Deferred Compensation Retirement Plan Amended and Restated effective January 1,
2016, or the Deferred Compensation Plan, for certain executive employees. Under the terms of the Deferred Compensation Plan, employees may
elect to defer a percentage of their compensation and bonus, and MAA may, but is not obligated to, match a portion of the employees’ salary
deferral. MAA recognized expense on its match to the Deferred Compensation Plan for the years ended December 31, 2022, 2021 and 2020 of
$0.5 million, $0.1 million and $0.4 million, respectively.
Non-Qualified Deferred Compensation Plan for Outside Company Directors
MAA has adopted the Non-Qualified Deferred Compensation Plan for Outside Company Directors as Amended effective November 30, 2010, 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, 2022, 2021 and 2020, directors deferred 6,122 shares, 6,944 shares and 10,593 shares of common stock,
respectively, with weighted-average grant date fair values of $174.76, $164.23 and $111.19, 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 the 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. As of December 31, 2022, $0.7 million of mandatorily redeemable shares were recorded as a
liability and classified in “Accrued expenses and other liabilities” in the Consolidated Balance Sheets. As of December 31, 2021, there was no
liability related to mandatorily redeemable shares.
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. On December 31, 2010, the ESOP was frozen by amendment, whereby effective January 1, 2011, no additional employees became
eligible for the plan, no additional contributions were made to the ESOP, and all participants with an account balance under the ESOP became
100% vested. The Company did not contribute to the ESOP during 2022, 2021 or 2020. As of December 31, 2022, the ESOP held 123,687
shares with a fair value of $19.4 million.
11.
Commitments and Contingencies
Leases
The Company’s operating leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring
in 2028 related to its corporate headquarters. Both leases contain stated rent increases that generally compensate for the impact of inflation. The
Company also has other commitments related to negligible office and equipment operating leases. As of December 31, 2022, the Company’s
operating leases had a weighted average remaining lease term of approximately 33 years and a weighted average discount rate of approximately
4.5%.
F-29
The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the right-of-use lease
liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total minimum lease payments
Net present value adjustments
Right-of-use lease liabilities
Legal Proceedings
Operating Leases
$
$
2,885
2,862
2,872
2,920
2,969
57,024
71,532
(42,861)
28,671
In October 2022, six plaintiffs individually and on behalf of a purported class of plaintiffs, filed a complaint against RealPage, Inc., Greystar
Real Estate Partners, LLC, Lincoln Property Co., FPI Management, Inc., MAA, Avenue5 Residential, LLC, Equity Residential, Essex Property
Trust, Inc., Thrive Communities Management, LLC and Security Properties, Inc. in the United States District Court for the Southern District of
California. The lawsuit alleges that RealPage and lessors of multifamily residential real estate conspired to artificially inflate the prices of
multifamily residential real estate above competitive levels. The plaintiffs are seeking monetary damages and attorneys’ fees and costs and
injunctive relief. We believe the lawsuit is without merit and will vigorously defend the action. The Company is unable to predict the outcome of
this lawsuit given its early stage. While we do not believe that this matter will have a material adverse effect on our financial condition, we
cannot give assurance that this matter will not have a material effect on our results of operations.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. While the
resolution of these matters cannot be predicted with certainty, management does not currently believe that these matters, either individually or in
the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows in the event of a
negative outcome. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by
insurance.
As of December 31, 2022 and 2021, the Company’s accrual for loss contingencies relating to unresolved legal matters, including the cost to
defend, was $10.0 million and $5.2 million in the aggregate, respectively. The loss contingencies are presented in “Accrued expenses and other
liabilities” in the accompanying Consolidated Balance Sheets.
12.
Related Party Transactions
The 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
negligible payable to MAA, its general partner, as of December 31, 2022 and 2021 that is eliminated in the preparation of MAA’s consolidated
financial statements. The Partnership Agreement does not require the due to/due from balance to be settled in cash until liquidation of the
Operating Partnership, and therefore, there is no regular settlement schedule for such amounts.
13.
Segment Information
As of December 31, 2022, the Company owned and operated 290 multifamily apartment communities (which does not include development
communities under construction) in 15 different states from which it derived all significant sources of earnings and operating cash flows. The
Company views each consolidated apartment community as an operating segment. The Company’s chief operating decision maker, which is the
Company’s Chief Executive Officer, evaluates performance and determines resource allocations of each of the apartment communities on a
Same Store and Non-Same Store and Other basis, as well as an individual apartment community basis. The Company has aggregated its
operating segments into two reportable segments as management believes the apartment communities in each reportable segment generally have
similar economic characteristics, facilities, services and residents.
The following reflects the two reportable segments for the Company:
•
Same Store includes communities that the Company has owned and have been stabilized for at least a full 12 months as of the first
day of the calendar year.
• Non-Same Store and Other includes recently acquired communities, communities being developed or in lease-up, communities that
have been disposed of or identified for disposition, communities that have experienced a significant casualty loss and stabilized
communities that do not meet the requirements to be Same Store communities. Also included in Non-Same Store and Other are
non-multifamily activities and storm related expenses related to hurricanes.
F-30
On the first day of each calendar year, the Company determines the composition of its Same Store and Non-Same Store and Other reportable
segments for that year as well as adjusts the previous year, which allows the Company to evaluate full period-over-period operating comparisons.
Communities previously in development or lease-up are added to the Same Store segment on the first day of the calendar year after the
community has been owned and stabilized for at least a full 12 months. Communities are considered stabilized when achieving 90% average
physical occupancy for 90 days.
The chief operating decision maker utilizes NOI in evaluating the performance of the operating segments. Total NOI represents total property
revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of
their status as held for sale. Management believes that NOI is a helpful tool in evaluating the operating performance of the segments because it
measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property
operating performance.
Revenues and NOI for each reportable segment for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):
2022
2021
2020
$
$
$
Revenues:
Same Store
Rental revenues
Other property revenues
Total Same Store revenues
Non-Same Store and Other
Rental revenues
Other property revenues
Total Non-Same Store and Other revenues
Total rental and other property revenues
Net Operating Income:
Same Store NOI
Non-Same Store and Other NOI
Total NOI
Depreciation and amortization
Property management expenses
General and administrative expenses
Interest expense
Gain on sale of depreciable real estate assets
Gain on sale of non-depreciable real estate assets
Other non-operating (expense) income
Income tax benefit (expense)
Income from real estate joint venture
Net income attributable to noncontrolling interests
Dividends to MAA Series I preferred shareholders
Net income available for MAA common shareholders
$
1,912,626
12,083
1,924,709
93,512
1,645
95,157
2,019,866
1,242,695
53,477
1,296,172
(542,998)
(65,463)
(58,833)
(154,747)
214,762
809
(42,713)
6,208
1,579
(17,340)
(3,688)
633,748
$
$
$
$
1,683,380
11,854
1,695,234
81,822
1,026
82,848
1,778,082
1,061,572
45,345
1,106,917
(533,433)
(55,732)
(52,884)
(156,881)
220,428
811
33,902
(13,637)
1,211
(16,911)
(3,688)
530,103
$
$
$
$
Assets for each reportable segment as of December 31, 2022 and 2021 were as follows (in thousands):
December 31, 2022
December 31, 2021
Assets:
Same Store
Non-Same Store and Other
Corporate
Total assets
$
$
9,692,674
1,375,936
172,555
11,241,165
$
$
1,601,812
11,557
1,613,369
64,401
214
64,615
1,677,984
1,001,919
35,594
1,037,513
(510,842)
(52,300)
(46,858)
(167,562)
9
1,024
4,857
(3,327)
1,501
(9,053)
(3,688)
251,274
9,907,740
1,106,039
271,403
11,285,182
F-31
14.
Real Estate Acquisitions and Dispositions
During the year ended December 31, 2022, the Company acquired a 196-unit multifamily apartment community located in the Tampa, Florida
market for approximately $73 million, a 344-unit multifamily apartment community located in the Charlotte, North Carolina market for
approximately $140 million. The following table reflects the Company’s acquisition activity for the year ended December 31, 2022:
Multifamily Acquisitions
MAA Hampton Preserve II
MAA LoSo
Market
Tampa, FL
Charlotte, NC
Units
196
344
Date Acquired
July 2022
September 2022
During the year ended December 31, 2022, the Company acquired five land parcels for future development for approximately $59 million.
Land Acquisitions
MAA Florida Street Station
MAA Packing District
MAA Panorama
MAA Nixie
Alta 10th (1)
Market
Denver, CO
Orlando, FL
Denver, CO
Raleigh, NC
Charlotte, NC
Acres
4
4
6
6
3
Date Acquired
March 2022
May 2022
July 2022
November 2022
December 2022
(1)
Represents a pre-purchase multifamily development. Approximately $10 million has been funded as of December 31, 2022, primarily related to land, with development
expected to begin in the second half of 2023. MAA owns 95% of the joint venture that owns this property.
During the year ended December 31, 2022, the Company closed on two dispositions in the Fort Worth, Texas market, one disposition in
Maryland and one disposition in the Austin, Texas market. The Company received combined gross proceeds of approximately $325 million and
recognized a combined gain on the sale of depreciable real estate assets of approximately $215 million. The following table reflects the
Company’s disposition activity for the year ended December 31, 2022:
Multifamily Dispositions
MAA Deer Run
MAA Oakbend
Post Park Maryland
Stassney Woods
Market
Fort Worth, TX
Fort Worth, TX
Maryland, MD
Austin, TX
Units
304
426
396
288
Date Sold
June 2022
June 2022
October 2022
December 2022
During the year ended December 31, 2022, the Company closed on the disposition of two land parcels in the Huntsville, Alabama market for
combined gross proceeds of approximately $1 million, resulting in the recognition of a negligible gain on the sale of non-depreciable real estate
assets.
Land Dispositions
Colonial Promenade
Colonial Promenade
Market
Huntsville, AL
Huntsville, AL
Acres
2
3
Date Sold
April 2022
August 2022
F-32
Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Schedule III — Real Estate and Accumulated Depreciation
December 31, 2022
(Dollars in thousands)
$
Property
Birchall at Ross Bridge
Colonial Grand at Riverchase Trails
Colonial Village at Trussville
Eagle Ridge
Colonial Grand at Traditions
Colonial Grand at Edgewater
Paddock Club at Providence
Colonial Grand at Madison
Cypress Village
Colonial Grand at Liberty Park
MAA Sky View
MAA City Gate
MAA Lyon's Gate
MAA Fountainhead
MAA Foothills
MAA Midtown Phoenix
MAA Old Town Scottsdale
MAA Camelback
SkySong
MAA River North
MAA Promenade
MAA Westglenn
MAA Tiffany Oaks
MAA Lakewood Ranch
MAA Indigo Point
MAA Brandon
MAA Coral Springs
Paddock Club Gainesville
Retreat at Magnolia Parke
MAA Heathrow
220 Riverside
Atlantic Crossing
Coopers Hawk
Hunters Ridge Deerwood
Lakeside
Lighthouse at Fleming Island
Paddock Club Mandarin
MAA Mandarin Lakes
Tattersall at Tapestry Park
Woodhollow
MAA Lake Mary
MAA Town Park
MAA Town Park Reserve
MAA Heather Glen
MAA Randal Lakes
MAA Robinson
MAA Baldwin Park
MAA Crosswater
MAA Parkside
MAA Lake Nona
Sand Lake
MAA Palm Harbor
Club at Panama Beach
MAA Twin Lakes
Paddock Club Tallahassee
Verandas at Southwood
MAA Belmere
MAA Hampton Preserve
MAA Hampton Preserve II
MAA Carrollwood
MAA Bay View
MAA Harbour Island
MAA Hyde Park
MAA Rocky Point
MAA SoHo Square
MAA Tampa Oaks
MAA Seven Oaks
MAA Windermere
Location
Birmingham, AL
Birmingham, AL
Birmingham, AL
Birmingham, AL
Gulf Shores, AL
Huntsville, AL
Huntsville, AL
Madison, AL
Orange Beach, AL
Vestavia Hills, AL
Gilbert, AZ
Mesa, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Scottsdale, AZ
Scottsdale, AZ
Scottsdale, AZ
Denver, CO
Denver, CO
Denver, CO
Altamonte Springs, FL
Bradenton, FL
Brandon, FL
Brandon, FL
Coral Springs, FL
Gainesville, FL
Gainesville, FL
Heathrow, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Lake Mary, FL
Lake Mary, FL
Lake Mary, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Palm Harbor, FL
Panama City, FL
Sanford, FL
Tallahassee, FL
Tallahassee, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Tampa, FL
Wesley Chapel, FL
Windermere, FL
$
Encumbrances
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
—
—
— (1)
Initial Cost
Land
Buildings
and Fixtures
$
2,641
3,762
3,403
852
3,212
4,944
1,740
3,602
1,290
3,922
2,668
4,219
7,901
12,212
12,741
9,001
7,820
3,612
—
14,500
24,111
8,077
1,024
2,980
1,167
2,896
9,600
1,800
2,040
4,101
2,381
4,000
854
1,533
1,430
4,047
1,411
2,857
6,417
1,678
6,346
5,742
3,481
4,662
8,859
6,003
18,101
7,046
5,669
7,880
7,635
6,900
893
3,091
1,480
3,600
852
6,233
10,796
927
4,541
16,296
16,891
35,260
5,190
2,891
3,051
2,711
28,842
22,079
31,813
7,667
25,162
38,673
10,152
28,934
12,238
30,977
14,577
26,255
27,182
56,705
47,701
—
51,627
20,273
55,748
28,900
81,317
—
9,219
40,230
10,500
26,111
40,004
15,879
16,338
35,684
35,514
19,495
7,500
13,835
12,883
35,052
14,967
6,475
36,069
15,179
41,539
56,562
10,311
56,988
50,553
—
144,200
52,585
49,754
41,175
—
26,613
14,276
47,793
4,805
25,914
7,667
69,535
61,863
7,355
28,381
116,193
95,259
153,102
56,296
19,055
42,768
36,710
Costs Capitalized Subsequent
to Acquisition
Gross Amount carried as of
December 31, 2022
Land
Buildings
and Fixtures
Total (3)
$
2,641
3,762
3,403
852
3,212
4,944
1,740
3,602
1,290
3,922
2,668
4,219
7,901
12,212
12,741
9,001
7,820
3,612
—
14,500
24,111
8,077
1,024
2,980
1,167
2,896
9,600
1,800
2,040
4,101
2,381
4,000
854
1,533
1,430
4,047
1,411
2,857
6,417
1,678
6,346
5,742
3,481
4,662
8,859
6,003
18,101
7,046
5,669
7,880
7,635
6,900
893
3,091
1,480
3,600
852
6,233
10,796
927
4,541
16,296
16,891
35,260
5,190
2,891
3,051
2,711
$
32,762
29,213
38,018
12,697
31,607
47,523
27,344
32,558
15,555
39,562
17,676
31,134
31,581
59,922
53,771
74,239
60,522
25,209
60,299
70,277
104,015
74,751
15,529
48,454
15,500
35,383
55,593
21,595
17,948
41,815
44,895
22,898
12,343
20,117
21,949
41,767
19,410
28,200
39,187
24,717
67,562
64,704
11,203
66,264
100,629
91,543
150,000
55,171
59,617
48,905
55,998
31,706
19,920
52,983
19,819
28,652
15,852
74,661
62,089
14,324
31,198
134,261
106,885
172,721
57,833
23,111
46,758
40,325
35,403
32,975
41,421
13,549
34,819
52,467
29,084
36,160
16,845
43,484
20,344
35,353
39,482
72,134
66,512
83,240
68,342
28,821
60,299
84,777
128,126
82,828
16,553
51,434
16,667
38,279
65,193
23,395
19,988
45,916
47,276
26,898
13,197
21,650
23,379
45,814
20,821
31,057
45,604
26,395
73,908
70,446
14,684
70,926
109,488
97,546
168,101
62,217
65,286
56,785
63,633
38,606
20,813
56,074
21,299
32,252
16,704
80,894
72,885
15,251
35,739
150,557
123,776
207,981
63,023
26,002
49,809
43,036
Accumulated
Depreciation (4)
(12,558)
$
(12,345)
(14,803)
(9,456)
(12,678)
(17,136)
(17,406)
(13,057)
(5,800)
(16,136)
(8,433)
(11,675)
(15,332)
(12,011)
(29,123)
(6,550)
(22,364)
(9,323)
(12,397)
(12,658)
(15,137)
(5,127)
(11,907)
(17,807)
(10,795)
(24,967)
(32,102)
(12,753)
(7,236)
(16,572)
(8,637)
(9,074)
(9,551)
(14,982)
(17,272)
(25,649)
(11,264)
(14,456)
(15,105)
(19,523)
(21,284)
(26,705)
(4,629)
(25,362)
(20,243)
(6,738)
(37,061)
(12,200)
(14,009)
(18,079)
(4,379)
(15,294)
(12,213)
(20,242)
(15,133)
(8,651)
(11,564)
(26,641)
(1,000)
(10,363)
(7,670)
(33,930)
(26,730)
(43,106)
(12,649)
(10,868)
(17,816)
(14,247)
Land
$
$
Buildings
and Fixtures
3,920
$
7,134
6,205
5,030
6,445
8,850
17,192
3,624
3,317
8,585
3,099
4,879
4,399
3,217
6,070
74,239
8,895
4,936
4,551
41,377
22,698
74,751
6,310
8,224
5,000
9,272
15,589
5,716
1,610
6,131
9,381
3,403
4,843
6,282
9,066
6,715
4,443
21,725
3,118
9,538
26,023
8,142
892
9,276
50,076
91,543
5,800
2,586
9,863
7,730
55,998
5,093
5,644
5,190
15,014
2,738
8,185
5,126
226
6,969
2,817
18,068
11,626
19,619
1,537
4,056
3,990
3,615
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
F-33
Net
$
Date of
Construction
Date
Acquired
22,845
20,630
26,618
4,093
22,141
35,331
11,678
23,103
11,045
27,348
11,911
23,678
24,150
60,123
37,389
76,690
45,978
19,498
47,902
72,119
112,989
77,701
4,646
33,627
5,872
13,312
33,091
10,642
12,752
29,344
38,639
17,824
3,646
6,668
6,107
20,165
9,557
16,601
30,499
6,872
52,624
43,741
10,055
45,564
89,245
90,808
131,040
50,017
51,277
38,706
59,254
23,312
8,600
35,832
6,166
23,601
5,140
54,253
71,885
4,888
28,069
116,627
97,046
164,875
50,374
15,134
31,993
28,789
2009
2010
1996/97
1986
2007
1990
1993
2000
2008
2000
2007
2002
2007
2015
2005
2021
1994/95
1999
2014
2018
2017/19
2021
1985
1999
1989
1998
1996
1999
2009
1997
2015
2008
1987
1987
1985
2003
1998
1987/ 2008
2009
1986
2012
2005
2004
2000
2014/17
2021
2011
2013
1999
2006
2021
2000
2000
2005
1992
2003
1984
2012
2021
1980
1997
1997
1994
1994-1996
2012
2005
2004
2009
2011
2013
2013
1998
2013
2013
1997
2013
2013
2013
2009
2013
2008
2016
2006
2019
2013
2013
2015
2016
2018
2018
1996
2013
2000
1997
2004
1998
2011
2013
2012
2011
1995
1997
1996
2003
1998
1995
2011
1997
2013
2013
2013
2013
2013
2018
2016
2016
2016
2012
2019
2009
1998
2013
1997
2011
1994
2013
2022
1998
2016
2016
2016
2016
2016
2008
2013
2013
Initial Cost
Costs Capitalized Subsequent
to Acquisition
Gross Amount carried as of
December 31, 2022
Property
Location
Encumbrances
Land
Buildings
and Fixtures
Land
MAA Briarcliff
MAA Brookhaven
MAA Brookwood
MAA Buckhead
MAA Centennial Park
MAA Chastain
MAA Dunwoody
MAA Gardens
MAA Glen
MAA Lenox
MAA Midtown
MAA Oglethorpe
MAA Peachtree Hills
MAA Piedmont Park
MAA Riverside
MAA Spring
MAA Stratford
MAA Berkeley Lake
MAA McDaniel Farm
MAA Pleasant Hill
MAA Prescott
MAA River Oaks
MAA River Place
MAA Mount Vernon
MAA Lake Lanier
MAA Shiloh
MAA Milstead
MAA Barrett Creek
Colonial Grand at Godley Lake
Colonial Grand at Godley Station
Avala at Savannah Quarters
Colonial Grand at Hammocks
Colonial Village at Huntington
Georgetown Grove
Oaks at Wilmington Island
MAA West Village
Ranch at Prairie Trace
MAA Pinnacle
MAA Lakepointe
MAA Mansion
MAA Village
Stonemill Village
Market Station
The Denton
MAA Beaver Creek
MAA Hermitage
MAA 900 Waterford
MAA 1225
MAA Ayrsley
MAA Ballantyne
MAA Beverly Crest
MAA Chancellor Park
MAA City Grand
MAA Enclave
MAA Gateway
MAA Legacy Park
MAA LoSo
MAA Prosperity Creek
MAA Reserve
MAA South Line
MAA South Park
MAA South Tryon
MAA University Lake
MAA Uptown
MAA Cornelius
MAA Patterson
MAA Research Park
MAA Duke Forest
MAA Huntersville
MAA Fifty-One
MAA Matthews Commons
MAA Arringdon
MAA Brierdale
MAA Brier Falls
MAA Crabtree
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Duluth, GA
Duluth, GA
Duluth, GA
Duluth, GA
Duluth, GA
Duluth, GA
Dunwoody, GA
Gainesville, GA
Kennesaw, GA
LaGrange, GA
Marietta, GA
Pooler, GA
Pooler, GA
Savannah, GA
Savannah, GA
Savannah, GA
Savannah, GA
Savannah, GA
Smyrna, GA
Overland Park, KS
Lexington, KY
Lexington, KY
Lexington, KY
Lexington, KY
Louisville, KY
Kansas City, MO
Kansas City, MO
Apex, NC
Cary, NC
Cary, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Cornelius, NC
Durham, NC
Durham, NC
Durham, NC
Huntersville, NC
Matthews, NC
Matthews, NC
Morrisville, NC
Raleigh, NC
Raleigh, NC
Raleigh, NC
—
—
— (2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,861
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
24,614
29,048
11,168
8,633
13,650
30,223
15,799
17,907
13,878
23,876
7,000
6,856
11,974
11,025
23,765
18,596
—
1,960
3,985
6,753
3,840
4,349
2,059
6,861
6,710
4,864
3,100
5,661
1,750
1,800
1,500
2,441
2,521
1,288
2,864
14,410
3,500
2,024
411
694
900
1,169
5,814
5,520
7,491
900
4,000
9,612
2,481
16,216
3,161
5,311
1,620
1,461
17,528
2,891
14,600
4,591
4,628
18,835
20,869
2,260
3,250
10,888
4,571
2,590
4,201
3,271
4,251
3,071
3,690
6,401
7,372
6,572
2,241
114,921
106,463
52,758
19,844
10,950
82,964
48,054
56,093
51,079
165,572
44,000
31,441
55,264
34,277
89,369
57,819
30,051
15,707
32,206
32,202
24,011
13,579
19,158
23,748
40,994
45,893
29,240
26,186
30,893
35,454
24,862
36,863
8,223
11,579
25,315
73,733
40,614
31,525
3,699
6,242
8,097
10,518
46,241
50,939
34,863
8,099
20,250
22,342
52,119
44,817
24,004
28,016
17,499
18,984
57,444
28,272
108,076
27,713
44,282
58,795
65,517
19,489
31,389
30,078
29,151
27,126
37,682
15,609
31,948
21,830
28,536
31,134
50,202
48,910
18,434
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Buildings
and Fixtures
8,969
12,427
7,631
11,480
62,859
5,476
6,402
10,242
8,196
5,634
41,507
8,164
2,279
5,966
11,743
7,852
6,853
3,731
7,501
9,022
7,024
4,506
5,042
5,054
12,687
9,028
4,286
4,646
3,030
5,745
3,264
8,367
2,932
4,413
6,568
11,848
3,163
8,079
2,881
4,385
5,155
10,935
5,063
29,563
4,320
5,904
5,482
32,753
17,821
5,628
5,652
6,942
1,996
2,482
14,008
4,703
16,514
3,660
14,306
5,720
9,981
3,625
6,746
7,750
2,700
4,961
6,528
3,080
4,707
7,067
3,321
6,114
4,450
4,107
3,953
F-34
Land
Buildings
and Fixtures
Total (3)
Accumulated
Depreciation (4)
Net
24,614
29,048
11,168
8,633
13,650
30,223
15,799
17,907
13,878
23,876
7,000
6,856
11,974
11,025
23,765
18,596
—
1,960
3,985
6,753
3,840
4,349
2,059
6,861
6,710
4,864
3,100
5,661
1,750
1,800
1,500
2,441
2,521
1,288
2,864
14,410
3,500
2,024
411
694
900
1,169
5,814
5,520
7,491
900
4,000
9,612
2,481
16,216
3,161
5,311
1,620
1,461
17,528
2,891
14,600
4,591
4,628
18,835
20,869
2,260
3,250
10,888
4,571
2,590
4,201
3,271
4,251
3,071
3,690
6,401
7,372
6,572
2,241
123,890
118,890
60,389
31,324
73,809
88,440
54,456
66,335
59,275
171,206
85,507
39,605
57,543
40,243
101,112
65,671
36,904
19,438
39,707
41,224
31,035
18,085
24,200
28,802
53,681
54,921
33,526
30,832
33,923
41,199
28,126
45,230
11,155
15,992
31,883
85,581
43,777
39,604
6,580
10,627
13,252
21,453
51,304
80,502
39,183
14,003
25,732
55,095
69,940
50,445
29,656
34,958
19,495
21,466
71,452
32,975
124,590
31,373
58,588
64,515
75,498
23,114
38,135
37,828
31,851
32,087
44,210
18,689
36,655
28,897
31,857
37,248
54,652
53,017
22,387
148,504
147,938
71,557
39,957
87,459
118,663
70,255
84,242
73,153
195,082
92,507
46,461
69,517
51,268
124,877
84,267
36,904
21,398
43,692
47,977
34,875
22,434
26,259
35,663
60,391
59,785
36,626
36,493
35,673
42,999
29,626
47,671
13,676
17,280
34,747
99,991
47,277
41,628
6,991
11,321
14,152
22,622
57,118
86,022
46,674
14,903
29,732
64,707
72,421
66,661
32,817
40,269
21,115
22,927
88,980
35,866
139,190
35,964
63,216
83,350
96,367
25,374
41,385
48,716
36,422
34,677
48,411
21,960
40,906
31,968
35,547
43,649
62,024
59,589
24,628
(29,370)
(30,415)
(21,806)
(12,048)
(10,838)
(21,115)
(13,357)
(16,456)
(14,489)
(44,660)
(12,839)
(18,083)
(13,196)
(8,828)
(27,479)
(17,444)
(9,729)
(8,764)
(17,379)
(17,127)
(18,307)
(9,518)
(10,317)
(11,152)
(31,221)
(22,042)
(11,569)
(14,059)
(13,044)
(15,627)
(11,019)
(17,115)
(4,504)
(12,034)
(17,249)
(25,375)
(8,829)
(23,148)
(5,341)
(8,512)
(10,806)
(16,841)
(17,838)
(15,043)
(14,556)
(10,466)
(14,535)
(16,535)
(24,224)
(12,287)
(11,025)
(13,590)
(7,031)
(7,402)
(17,261)
(12,704)
(1,168)
(12,399)
(13,174)
(14,284)
(18,620)
(9,038)
(15,244)
(8,716)
(13,018)
(12,277)
(16,977)
(8,246)
(14,644)
(12,757)
(12,493)
(14,224)
(20,473)
(19,323)
(8,013)
Date of
Construction
1996
1989-1992
2008
2002
2018
1990
1995
1996
1996
2006/15
2017
1994
1992-1994/2009
1999
1996
1999
1999
1998
1997
1996
2001
1992
1994
1997
1998/ 2001
2002
1998
1999
2008
2001
2009
1997
1986
1997
1999
2006/12
2015
2000
1986
1989
1989
1985
2010
2013/14/17
2007
1988
1996
2010
2008
2004
1996
1999
2005
2008
2000
2001
2021
2005
2013
2009
1996
2002
1998
2000
2009
1997
2002
1985
2008
2008
2008
2003
2010
2008
1997
Date
Acquired
2016
2016
2012
2012
2016
2016
2016
2016
2016
2016
2016
2008
2016
2016
2016
2016
2016
2013
2013
2013
2004
2013
2013
2013
2005
2013
2008
2013
2013
2013
2011
2013
2013
1998
2006
2014
2015
1998
1994
1994
1994
1994
2012
2015
2013
1997
2005
2010
2013
2016
2013
2013
2013
2013
2016
2013
2022
2013
2013
2016
2016
2013
2013
2016
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
119,134
117,523
49,751
27,909
76,621
97,548
56,898
67,786
58,664
150,422
79,668
28,378
56,321
42,440
97,398
66,823
27,175
12,634
26,313
30,850
16,568
12,916
15,942
24,511
29,170
37,743
25,057
22,434
22,629
27,372
18,607
30,556
9,172
5,246
17,498
74,616
38,448
18,480
1,650
2,809
3,346
5,781
39,280
70,979
32,118
4,437
15,197
48,172
48,197
54,374
21,792
26,679
14,084
15,525
71,719
23,162
138,022
23,565
50,042
69,066
77,747
16,336
26,141
40,000
23,404
22,400
31,434
13,714
26,262
19,211
23,054
29,425
41,551
40,266
16,615
Initial Cost
Costs Capitalized Subsequent
to Acquisition
Gross Amount carried as of
December 31, 2022
Property
MAA Trinity
MAA Hue
MAA Wade Park
MAA Preserve
MAA Providence
Colonial Grand at Desert Vista
Colonial Grand at Palm Vista
Tanglewood
1201 Midtown
Colonial Grand at Cypress Cove
Colonial Village at Hampton Pointe
Colonial Village at Westchase
Quarterdeck at James Island
River's Walk
Paddock Club Columbia
Fairways
Colonial Village at Windsor Place
Highland Ridge
Howell Commons
Innovation
Paddock Club Greenville
Park Haywood
Spring Creek
The Greene
Runaway Bay
Colonial Grand at Commerce Park
535 Brookwood
Park Place
Colonial Village at Waters Edge
Farmington Village
Hamilton Pointe
Hidden Creek
Steeplechase
Windridge
Kirby Station
Lincoln on the Green
Park Estate
Reserve at Dexter Lake
MAA Murfreesboro
MAA Acklen
MAA Indian Lake
MAA Kennesaw Farms
MAA Brentwood
MAA Charlotte Ave
MAA Bellevue
MAA Nashville West
MAA Monthaven Park
MAA Park
MAA Cool Springs
MAA Sam Ridley
MAA Balcones Woods
MAA Canyon Creek
MAA Canyon Pointe
MAA Double Creek
MAA Onion Creek
MAA Wells Branch
MAA Quarry Oaks
MAA Sunset Valley
MAA Western Oaks
MAA Barton Creek
MAA Park Mesa
MAA South Lamar
MAA West Austin
MAA Brushy Creek
MAA East Austin
MAA Barton Skyway
MAA Windmill Hill
MAA Shoal Creek
MAA Willow Creek
MAA Hebron
MAA Cedar park
Grand Cypress
MAA Medical District
MAA Highlands North
Location
Raleigh, NC
Raleigh, NC
Raleigh, NC
Raleigh, NC
Raleigh, NC
North Las Vegas, NV
North Las Vegas, NV
Anderson, SC
Charleston, SC
Charleston, SC
Charleston, SC
Charleston, SC
Charleston, SC
Charleston, SC
Columbia, SC
Columbia, SC
Goose Creek, SC
Greenville, SC
Greenville, SC
Greenville, SC
Greenville, SC
Greenville, SC
Greenville, SC
Greenville, SC
Mt. Pleasant, SC
North Charleston, SC
Simpsonville, SC
Spartanburg, SC
Summerville, SC
Summerville, SC
Chattanooga, TN
Chattanooga, TN
Chattanooga, TN
Chattanooga, TN
Memphis, TN
Memphis, TN
Memphis, TN
Memphis, TN
Murfreesboro, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Nashville, TN
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Bedford, TX
Bedford, TX
Carrollton, TX
Cedar Park, TX
Cypress, TX
Dallas, TX
Dallas, TX
Encumbrances
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
—
—
— (2)
—
—
—
— (1)
—
—
—
—
—
—
—
—
—
—
—
Land
Buildings
and Fixtures
Land
5,232
3,690
19,434
5,831
4,695
4,091
4,909
427
18,679
3,610
3,971
4,571
920
8,831
1,840
910
1,321
482
1,304
4,437
1,200
360
583
5,427
1,096
2,780
1,216
723
2,103
2,800
1,131
972
217
817
1,148
1,498
178
3,407
915
12,761
4,950
3,456
1,191
7,898
17,193
2,963
2,736
1,524
6,670
3,350
1,598
3,621
3,778
3,131
4,902
3,722
4,621
3,150
9,100
8,683
4,653
20,542
7,805
2,900
2,281
1,405
5,006
4,982
3,109
4,231
7,232
3,881
4,050
988
45,138
29,910
98,288
21,980
29,007
29,826
25,643
3,853
63,759
28,645
22,790
20,091
24,097
39,430
16,560
8,207
14,163
4,337
11,740
52,026
10,800
2,925
5,374
66,546
7,269
33,966
18,666
6,504
9,187
26,295
10,632
8,954
1,957
7,416
10,337
20,483
1,141
16,043
14,774
58,906
28,053
22,443
10,739
54,480
64,196
33,673
28,902
14,800
—
28,308
14,398
32,137
20,201
29,375
33,010
32,283
34,461
11,393
49,339
21,497
19,828
74,093
48,843
24,009
6,169
12,769
—
27,377
33,488
42,237
56,640
24,267
33,779
8,893
Buildings
and Fixtures
6,490
3,169
28,989
28,420
3,548
3,302
6,259
2,973
18,164
6,127
9,085
6,483
8,059
3,627
7,335
3,439
5,080
3,115
5,079
2,998
3,776
5,315
3,396
1,390
7,657
5,990
2,609
2,672
5,407
3,796
7,874
7,380
4,861
5,403
10,975
19,257
3,922
49,127
5,015
2,580
3,576
5,383
9,633
2,782
8,288
11,031
8,294
9,574
54,391
5,479
11,762
3,734
4,550
2,248
4,178
4,040
13,484
6,029
4,827
4,875
2,534
28,794
3,450
6,489
15,444
13,750
55,114
6,145
11,042
2,814
7,042
4,749
4,600
4,963
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
F-35
Land
Buildings
and Fixtures
Total (3)
5,232
3,690
19,434
5,831
4,695
4,091
4,909
427
18,679
3,610
3,971
4,571
920
8,831
1,840
910
1,321
482
1,304
4,437
1,200
360
583
5,427
1,096
2,780
1,216
723
2,103
2,800
1,131
972
217
817
1,148
1,498
178
3,407
915
12,761
4,950
3,456
1,191
7,898
17,193
2,963
2,736
1,524
6,670
3,350
1,598
3,621
3,778
3,131
4,902
3,722
4,621
3,150
9,100
8,683
4,653
20,542
7,805
2,900
2,281
1,405
5,006
4,982
3,109
4,231
7,232
3,881
4,050
988
51,628
33,079
127,277
50,400
32,555
33,128
31,902
6,826
81,923
34,772
31,875
26,574
32,156
43,057
23,895
11,646
19,243
7,452
16,819
55,024
14,576
8,240
8,770
67,936
14,926
39,956
21,275
9,176
14,594
30,091
18,506
16,334
6,818
12,819
21,312
39,740
5,063
65,170
19,789
61,486
31,629
27,826
20,372
57,262
72,484
44,704
37,196
24,374
54,391
33,787
26,160
35,871
24,751
31,623
37,188
36,323
47,945
17,422
54,166
26,372
22,362
102,887
52,293
30,498
21,613
26,519
55,114
33,522
44,530
45,051
63,682
29,016
38,379
13,856
56,860
36,769
146,711
56,231
37,250
37,219
36,811
7,253
100,602
38,382
35,846
31,145
33,076
51,888
25,735
12,556
20,564
7,934
18,123
59,461
15,776
8,600
9,353
73,363
16,022
42,736
22,491
9,899
16,697
32,891
19,637
17,306
7,035
13,636
22,460
41,238
5,241
68,577
20,704
74,247
36,579
31,282
21,563
65,160
89,677
47,667
39,932
25,898
61,061
37,137
27,758
39,492
28,529
34,754
42,090
40,045
52,566
20,572
63,266
35,055
27,015
123,429
60,098
33,398
23,894
27,924
60,120
38,504
47,639
49,282
70,914
32,897
42,429
14,844
Accumulated
Depreciation (4)
(20,635)
(10,946)
(32,932)
(24,502)
(15,711)
(12,851)
(12,919)
(5,864)
(13,880)
(12,877)
(12,322)
(11,364)
(12,227)
(9,365)
(17,424)
(9,802)
(8,266)
(5,538)
(13,062)
(11,962)
(10,897)
(6,487)
(6,834)
(6,062)
(11,415)
(14,740)
(9,172)
(7,319)
(7,193)
(15,548)
(10,094)
(8,909)
(4,336)
(9,350)
(16,485)
(30,300)
(3,790)
(34,654)
(11,825)
(11,433)
(12,092)
(11,570)
(15,116)
(9,597)
(22,880)
(24,992)
(22,630)
(19,128)
(14,953)
(14,112)
(17,296)
(13,724)
(10,202)
(12,240)
(14,725)
(13,258)
(18,074)
(9,644)
(19,917)
(6,606)
(5,285)
(22,265)
(15,096)
(16,710)
(10,641)
(14,611)
(1,399)
(13,546)
(18,055)
(16,154)
(23,982)
(8,275)
(12,937)
(9,966)
Net
Date of
Construction
Date
Acquired
36,225
25,823
113,779
31,729
21,539
24,368
23,892
1,389
86,722
25,505
23,524
19,781
20,849
42,523
8,311
2,754
12,298
2,396
5,061
47,499
4,879
2,113
2,519
67,301
4,607
27,996
13,319
2,580
9,504
17,343
9,543
8,397
2,699
4,286
5,975
10,938
1,451
33,923
8,879
62,814
24,487
19,712
6,447
55,563
66,797
22,675
17,302
6,770
46,108
23,025
10,462
25,768
18,327
22,514
27,365
26,787
34,492
10,928
43,349
28,449
21,730
101,164
45,002
16,688
13,253
13,313
58,721
24,958
29,584
33,128
46,932
24,622
29,492
4,878
2000/02
2009
2011/17/19
2004
2007
2009
2007
1980
2015/18
2001
1986
1985
1987
2013/16
1991
1992
1985
1984
1987
2015
1996
1983
1985
2019
1988
2008
2008
1987
1985
2007
1989
1987
1986
1984
1978
1992
1974
2000
1999
2015
2010
2008
1986
2016
1996/ 2015
2001
2000
1987
2012
2009
1983
2008
2003
2013
2009
2008
1996
1996
2001
1998
1992
2011/17
2009
2003
1987
1977
N/A
1996
1996
2011
2005
2008
2007
1986
2013
2010
2016
2006
2008
2013
2013
1994
2016
2013
2013
2013
2013
2013
1997
1994
2013
1995
1997
2016
1997
1993
1995
2019
1995
2013
2010
1997
2013
2007
1992
1988
1991
1997
1994
1994
1977
1998
1998
2017
2011
2010
1994
2017
2013
1998
2004
1995
2010
2010
1997
2013
2013
2013
2013
2013
2013
2004
2009
2016
2016
2016
2016
2006
1995
1997
2020
2013
2013
2013
2013
2013
2013
1998
Initial Cost
Costs Capitalized Subsequent
to Acquisition
Gross Amount carried as of
December 31, 2022
Property
MAA Grand Courtyards
MAA Lowes Farm
MAA Frisco Bridges
MAA McKinney Avenue
MAA Worthington
MAA Abbey
MAA Addison Circle
MAA North Hall
MAA Eastside
MAA Gallery
MAA Heights
MAA Katy Trail
MAA Legacy
MAA Meridian
MAA Uptown Village
MAA Watermark
MAA Bear Creek
MAA Fairview
MAA Starwood
MAA Grapevine
Greenwood Forest
Legacy Pines
Park Place Houston
Post 510
Post at Afton Oaks
Post Midtown Square
Ranchstone
Reserve at Woodwind Lakes
Retreat at Vintage Park
Yale at 6th
MAA Park Point
Cascade at Fall Creek
MAA Bella Casita
MAA Valley Ranch
MAA Las Colinas
MAA Remington Hills
MAA Times Square
MAA Stonebridge Ranch
MAA Market Center
MAA Highwood
MAA Los Rios
MAA Boulder Ridge
MAA Copper Ridge
MAA Ashton Oaks
MAA Round Rock
MAA Sierra Vista
Alamo Ranch
Bulverde Oaks
Haven at Blanco
Stone Ranch at Westover Hills
Cypresswood Court
Villages at Kirkwood
Green Tree Place
Stonefield Commons
Adalay Bay
Apartments at Cobblestone Square
Colonial Village at Greenbrier
Seasons at Celebrate Virginia
Station Square at Cosner's Corner
Colonial Village at Hampton Glen
Colonial Village at West End
Township in Hampton Woods
Colonial Village at Waterford
Radius
Ashley Park
Colonial Village at Chase Gayton
Hamptons at Hunton Park
Retreat at West Creek
Post Carlyle Square
Post Corners at Trinity Center
Location
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Euless, TX
Fairview, TX
Frisco, TX
Grapevine, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Humble, TX
Irving, TX
Irving, TX
Irving, TX
Irving, TX
McKinney, TX
McKinney, TX
Plano, TX
Plano, TX
Plano, TX
Roanoke, TX
Roanoke, TX
Round Rock, TX
Round Rock, TX
Round Rock, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
Spring, TX
Stafford, TX
Woodlands, TX
Charlottesville, VA
Chesapeake, VA
Fredericksburg, VA
Fredericksburg, VA
Fredericksburg, VA
Fredericksburg, VA
Glen Allen, VA
Glen Allen, VA
Hampton, VA
Midlothian, VA
Newport News, VA
Richmond, VA
Richmond, VA
Richmond, VA
Richmond, VA
Washington D.C.
Washington D.C.
Encumbrances
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
— (2)
—
—
—
—
— (2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
Buildings
and Fixtures
Land
2,730
5,016
14,845
34,765
13,713
2,711
12,308
13,030
7,134
4,391
26,245
10,333
6,575
8,780
34,974
960
6,453
2,171
3,240
2,351
3,465
2,142
2,061
7,226
11,503
19,038
1,480
1,968
8,211
13,107
9,031
5,985
2,521
5,072
3,902
4,390
1,130
4,034
16,894
864
3,273
3,382
4,166
5,511
4,691
2,561
2,380
4,257
5,411
4,000
576
1,918
539
11,044
5,280
10,990
4,842
14,490
12,825
4,851
4,661
1,509
6,733
5,040
4,761
6,021
4,930
10,112
29,728
7,664
22,240
41,091
66,571
40,127
43,268
4,369
189,419
14,383
58,095
7,910
37,922
32,456
55,277
13,654
33,213
14,438
30,048
35,077
26,069
29,757
23,482
19,066
15,830
33,366
65,469
89,570
14,807
19,928
40,352
62,764
—
40,011
26,432
37,397
40,691
21,822
28,058
19,528
110,705
7,783
28,823
26,930
—
36,241
45,379
16,488
26,982
36,759
45,958
24,992
5,190
15,846
4,850
36,689
31,341
48,696
21,677
32,083
51,078
21,678
18,908
8,189
29,221
36,481
13,365
29,004
35,598
36,136
154,309
70,012
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Buildings
and Fixtures
6,749
4,317
65,132
11,682
10,192
847
27,846
4,139
5,412
2,039
5,114
2,332
6,934
1,468
9,735
4,462
6,339
2,641
3,225
9,661
2,756
5,175
4,787
2,177
4,776
9,288
4,509
6,288
2,942
3,280
45,861
5,880
5,855
15,799
4,259
15,976
6,575
4,295
6,835
3,971
8,238
9,126
48,957
4,384
4,604
5,529
4,601
3,235
5,565
4,482
5,634
4,985
4,735
2,275
4,716
4,483
4,247
42,108
3,229
4,597
3,667
9,095
6,781
5,803
4,058
5,724
7,249
15,843
5,829
3,955
F-36
Land
Buildings
and Fixtures
Total (3)
Accumulated
Depreciation (4)
Net
2,730
5,016
14,845
34,765
13,713
2,711
12,308
13,030
7,134
4,391
26,245
10,333
6,575
8,780
34,974
960
6,453
2,171
3,240
2,351
3,465
2,142
2,061
7,226
11,503
19,038
1,480
1,968
8,211
13,107
9,031
5,985
2,521
5,072
3,902
4,390
1,130
4,034
16,894
864
3,273
3,382
4,166
5,511
4,691
2,561
2,380
4,257
5,411
4,000
576
1,918
539
11,044
5,280
10,990
4,842
14,490
12,825
4,851
4,661
1,509
6,733
5,040
4,761
6,021
4,930
10,112
29,728
7,664
28,989
45,408
131,703
51,809
53,460
5,216
217,265
18,522
63,507
9,949
43,036
34,788
62,211
15,122
42,948
18,900
36,387
37,718
29,294
39,418
26,238
24,241
20,617
35,543
70,245
98,858
19,316
26,216
43,294
66,044
45,861
45,891
32,287
53,196
44,950
37,798
34,633
23,823
117,540
11,754
37,061
36,056
48,957
40,625
49,983
22,017
31,583
39,994
51,523
29,474
10,824
20,831
9,585
38,964
36,057
53,179
25,924
74,191
54,307
26,275
22,575
17,284
36,002
42,284
17,423
34,728
42,847
51,979
160,138
73,967
31,719
50,424
146,548
86,574
67,173
7,927
229,573
31,552
70,641
14,340
69,281
45,121
68,786
23,902
77,922
19,860
42,840
39,889
32,534
41,769
29,703
26,383
22,678
42,769
81,748
117,896
20,796
28,184
51,505
79,151
54,892
51,876
34,808
58,268
48,852
42,188
35,763
27,857
134,434
12,618
40,334
39,438
53,123
46,136
54,674
24,578
33,963
44,251
56,934
33,474
11,400
22,749
10,124
50,008
41,337
64,169
30,766
88,681
67,132
31,126
27,236
18,793
42,735
47,324
22,184
40,749
47,777
62,091
189,866
81,631
(15,308)
(17,601)
(30,454)
(13,282)
(12,008)
(1,295)
(52,494)
(5,369)
(16,258)
(2,853)
(10,931)
(7,862)
(15,059)
(3,952)
(11,545)
(10,962)
(14,850)
(13,092)
(12,334)
(14,886)
(8,844)
(15,171)
(10,569)
(9,253)
(20,468)
(24,750)
(9,867)
(13,867)
(9,325)
(12,234)
(2,937)
(22,501)
(12,729)
(22,764)
(15,209)
(14,291)
(14,936)
(7,450)
(24,535)
(8,695)
(23,072)
(20,076)
(12,245)
(15,472)
(18,627)
(9,252)
(12,997)
(8,876)
(18,624)
(13,243)
(6,988)
(11,852)
(7,054)
(8,998)
(13,941)
(13,532)
(9,146)
(22,523)
(12,486)
(10,260)
(8,778)
(12,605)
(14,448)
(9,230)
(7,484)
(13,537)
(16,853)
(10,159)
(37,099)
(17,218)
Date of
Construction
2000
2008
2009/13/21
1993/96
1993/ 2008
1996
1998-2000
1998
2008
1999
1998-1999/ 2009
2010
2000
1991
1995-2000
2002
1998
2012
2009
1985/86
1994
1999
1996
2014
2017
1999/ 2013
1996
1999
2014
2015
N/A
2007
2007
1997
2006
1984
2009
2000
2013/15
1983
2000
1999
2009/20
2009
1997
1999
2009
2014
2010
2009
1984
1996
1984
2013
2002
2012
1980
2011
2013/16
1986
1987
1987
1989
2012
1988
1984
2003
2015/17
2006/13
1996
Date
Acquired
2006
2011
2013
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2004
2013
2013
2010
2013
2013
2003
2007
2016
2016
2016
2007
2006
2014
2016
2018
2007
2010
2013
2013
2013
2010
2013
2014
1998
2003
2005
2008
2013
2013
2013
2011
2014
2012
2009
1994
2004
1994
2014
2012
2016
2013
2011
2013
2013
2013
1995
2013
2015
2013
2013
2011
2015
2016
2016
16,411
32,823
116,094
73,292
55,165
6,632
177,079
26,183
54,383
11,487
58,350
37,259
53,727
19,950
66,377
8,898
27,990
26,797
20,200
26,883
20,859
11,212
12,109
33,516
61,280
93,146
10,929
14,317
42,180
66,917
51,955
29,375
22,079
35,504
33,643
27,897
20,827
20,407
109,899
3,923
17,262
19,362
40,878
30,664
36,047
15,326
20,966
35,375
38,310
20,231
4,412
10,897
3,070
41,010
27,396
50,637
21,620
66,158
54,646
20,866
18,458
6,188
28,287
38,094
14,700
27,212
30,924
51,932
152,767
64,413
Initial Cost
Costs Capitalized Subsequent
to Acquisition
Gross Amount carried as of
December 31, 2022
Location
Washington D.C.
Washington D.C.
Washington D.C.
Jacksonville, FL
Orlando, FL
Orlando, FL
Tampa, FL
Tampa, FL
Tampa, FL
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Smyrna, GA
Kansas City, MO
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Raleigh, NC
Raleigh, NC
Greenville, SC
Austin, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Houston, TX
Houston, TX
Irving, TX
McKinney, TX
Washington D.C.
Phoenix, AZ
Atlanta, GA
Salt Lake City, UT
Denver, CO
Raleigh, NC
Tampa, FL
Property
Post Fallsgrove
MAA National Landing
Post Tysons Corner
Total Residential Properties
220 Riverside Retail
MAA Parkside Retail
MAA Robinson Retail
MAA Harbour Island Retail
MAA Rocky Point Retail
MAA SoHo Square Retail
MAA Buckhead Retail
MAA Piedmont Park Retail
MAA Riverside Office
MAA Riverside Retail
Post Training Facility
MAA West Village Retail
The Denton Retail
MAA 1225 Retail
MAA Gateway Retail
MAA South Line Retail
MAA Uptown Retail
MAA Leasing Center
MAA Hue Retail
MAA Wade Park Retail
The Greene Retail
MAA South Lamar Retail
MAA Frisco Bridges Retail
MAA McKinney Avenue Retail
MAA Worthington Retail
MAA Addison Circle Office
MAA Addison Circle Retail
MAA North Hall Retail
MAA Eastside Retail
MAA Heights Retail
MAA Katy Trail Retail
MAA Legacy Retail
Post Midtown Square Retail
Rise Condo Devel LP Retail
MAA Bella Casita Retail
MAA Times Square Retail
Post Carlyle Square Retail
Total Retail / Commercial Properties
Novel Val Vista
Novel West Midtown
Novel Daybreak
MAA Milepost 35
MAA Nixie
MAA Breakwater
Total Active Development Properties
Total Properties
Total Land Held for Future
Developments
Total Properties in Predevelopment
Corporate Properties
Total Other
Total Real Estate Assets, net of Real
Estate Joint Venture
Encumbrances
Land
Buildings
and Fixtures
Land
—
—
—
3,861
—
—
—
—
—
— (1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1)
—
—
—
—
—
—
—
—
—
—
—
—
—
3,861
—
—
—
—
17,524
30,452
30,776
1,874,523
119
742
—
386
34
268
867
426
9,680
889
1,092
3,408
700
52
318
470
319
1,290
—
317
—
421
779
1,581
108
1,395
448
347
682
1,065
465
150
1,322
—
46
253
1,048
31,487
7,285
7,000
7,025
12,572
8,897
23,514
66,293
1,972,303
64,312
36,061
—
100,373
58,896
125,091
82,021
9,907,359
2,902
11,924
563
4,315
51
4,033
3,465
1,089
22,108
2,340
968
8,446
4,439
199
1,430
1,289
1,144
1,488
2,129
4,552
—
3,072
6,593
5,982
495
4,280
21,386
716
10,645
3,314
4,883
3,334
16,005
2,280
186
1,310
7,930
171,285
—
—
—
—
—
—
—
10,078,644
—
—
36,695
36,695
$
3,861
$
2,072,676
$
10,115,339
$
Buildings
and Fixtures
5,721
17,716
10,584
2,784,336
923
1,345
166
354
406
50
1,004
22
11,725
2,637
33
1,704
795
249
81
287
25
173
100
102
—
673
687
449
422
1,480
2,561
84
677
673
99
446
533
67
202
4,804
120
36,158
52,363
65,536
67,170
32,604
4,548
9,723
231,944
3,052,438
—
6,205
—
6,205
Land
Buildings
and Fixtures
Total (3)
Accumulated
Depreciation (4)
Net
Date of
Construction
Date
Acquired
17,524
30,452
30,776
1,874,523
119
742
—
386
34
268
867
426
9,680
889
1,092
3,408
700
52
318
470
319
1,290
—
317
—
421
779
1,581
108
1,395
448
347
682
1,065
465
150
1,322
—
46
253
1,048
31,487
7,285
7,000
7,025
12,572
8,897
23,514
66,293
1,972,303
64,312
36,061
—
100,373
64,617
142,807
92,605
12,691,695
3,825
13,269
729
4,669
457
4,083
4,469
1,111
33,833
4,977
1,001
10,150
5,234
448
1,511
1,576
1,169
1,661
2,229
4,654
—
3,745
7,280
6,431
917
5,760
23,947
800
11,322
3,987
4,982
3,780
16,538
2,347
388
6,114
8,050
207,443
52,363
65,536
67,170
32,604
4,548
9,723
231,944
13,131,082
—
6,205
36,695
42,900
82,141
173,259
123,381
14,566,218
3,944
14,011
729
5,055
491
4,351
5,336
1,537
43,513
5,866
2,093
13,558
5,934
500
1,829
2,046
1,488
2,951
2,229
4,971
—
4,166
8,059
8,012
1,025
7,155
24,395
1,147
12,004
5,052
5,447
3,930
17,860
2,347
434
6,367
9,098
238,930
59,648
72,536
74,195
45,176
13,445
33,237
298,237
15,103,385
64,312
42,266
36,695
143,273
(15,716)
(34,180)
(21,184)
(4,226,114)
(436)
(3,157)
(22)
(1,062)
(253)
(1,334)
(1,420)
(273)
(9,232)
(1,125)
(485)
(2,865)
(1,230)
(192)
(371)
(375)
(278)
(405)
(330)
(1,445)
—
(836)
(1,959)
(1,461)
(206)
(1,713)
(6,181)
(237)
(2,669)
(907)
(1,118)
(846)
(3,879)
(558)
(151)
(1,475)
(1,902)
(52,388)
—
—
—
—
—
—
—
(4,278,502)
—
—
(24,245)
(24,245)
66,425
139,079
102,197
10,340,104
3,508
10,854
707
3,993
238
3,017
3,916
1,264
34,281
4,741
1,608
10,693
4,704
308
1,458
1,671
1,210
2,546
1,899
3,526
—
3,330
6,100
6,551
819
5,442
18,214
910
9,335
4,145
4,329
3,084
13,981
1,789
283
4,892
7,196
186,542
59,648
72,536
74,195
45,176
13,445
33,237
298,237
10,824,883
64,312
42,266
12,450
119,028
2003
2001
1990
2015
1999
2021
1997
1994-1996
2012
2012
1999
1996
1996
1999
2012
2014
2010
2000
2009
1998
1998
2010
2011
2019
2011
2009
1996
1993/ 2008
1998-2000
1998-2000
1998
2008
1997
2010
2000
1999/ 2013
1999/ 2013
2007
2009
2006/16
N/A
N/A
N/A
N/A
N/A
N/A
2016
2016
2016
2019
2016
2018
2016
2016
2016
2012
2016
2016
2016
2016
2014
2015
2010
2016
2016
2016
2016
2018
2016
2019
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2010
2010
2016
2020
2021
2021
2022
2022
2022
N/A
N/A
Various
Various
Various
Various
$
3,058,643
$
2,072,676
$
13,173,982
$
15,246,658
$
(4,302,747)
$
10,943,911
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1)
(2)
(3)
(4)
Encumbered by a $191.3 million secured property mortgage, with a fixed interest rate of 4.43%, which matures on February 10, 2049.
Encumbered by a $172.0 million secured property mortgage, with a fixed interest rate of 4.44%, which matures on January 10, 2049.
The aggregate cost for federal income tax purposes was approximately $12.2 billion (unaudited) as of December 31, 2022. 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.
Depreciation is recognized on a straight-line basis over the estimated useful asset life, which ranges from five to 40 years for land improvements and buildings, three to five years for furniture, fixtures and equipment and approximately six months for the fair market value of in-place residential leases.
F-37
Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Schedule III — Real Estate and Accumulated Depreciation
Years ended December 31, 2022, 2021 and 2020
The following table summarizes the Company’s changes in real estate investments and accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 (dollars
in thousands):
Real estate investments:
Balance at beginning of year
Acquisitions (1)
Less: fair market value of leases included in acquisitions
Improvement and development
Disposition of real estate assets (2)
Balance at end of year
Accumulated depreciation:
Balance at beginning of year
Depreciation
Disposition of real estate assets (2)
Balance at end of year
2022
2021
2020
$
$
$
$
14,704,237
272,342
(1,505)
469,661
(198,077)
15,246,658
3,848,161
540,708
(86,122)
4,302,747
$
$
$
$
14,338,895
44,086
—
506,775
(185,519)
14,704,237
3,415,105
531,848
(98,792)
3,848,161
$
$
$
$
13,898,707
56,327
—
437,268
(53,407)
14,338,895
2,955,253
508,746
(48,894)
3,415,105
(1)
(2)
Includes non-cash activity related to acquisitions.
Includes assets sold, casualty losses, and removal of certain fully depreciated assets.
See accompanying reports of independent registered public accounting firm.
F-38
List of Subsidiaries of Mid-America Apartment Communities, Inc.
EXHIBIT 21.1
Alabama
CPSI, LLC
Colonial/DPL JV, LLC
CPSI-UCO Spanish Oaks, LLC
CPSI-UCO, LLC
Forty Seven Canal Place, LLC
Highway 31 Alabaster Two, LLC
Highway 31 Alabaster, LLC
Delaware
1499 Massachusetts Avenue, Inc.
1499 Massachusetts Holding, LLC
Brighton Apartments, LLC
CC Daybreak, LLC
CC Val Vista, LLC
CC West Midtown, LLC
CMS/Colonial Multifamily Canyon Creek JV, LP
Colonial Commercial Contracting, LLC
Colonial Construction Services, LLC
Colonial Office Holdings LLC
Colonial Multifamily Canyon Creek GP, LLC
CP D'Iberville JV, LLC
CPSI Mizner, LLC
CRLP Huntsville TIC Investor I LLC
CRLP Huntsville TIC Investor II LLC
CRLP Huntsville TIC Investor III LLC
Heathrow 4, LLC
MAA Alloy, LLC
MAA Arkansas REIT, LLC
MAA Holdings, LLC
MAA WWARRS, LLC
Midtown Phoenix 2018, LLC
Montecito Mizner, LLC
P/C First Avenue, LLC
Post Carlyle II, LLC
Sand Lake 2019, LLC
Stone Ranch at Westover Hills, LLC
Florida
MAA Westshore Exchange LLC
Georgia
3630 South Tower Residential, LLC
98 San Jac Holdings, LLC
Carlyle Condominium Development, LLC
Clyde Lane Condominium Development, LLC
Merritt at Godley Station, LLC
PAH Lender, LLC
Park Land Development, LLC
PBP Apartments, LLC
PF Apartments, LLC
PL Conservation, LLC
Post 1499 Massachusetts, LLC
Post Alexander II, LLC
Post Asset Management, Inc.
Post Carlyle I, LLC
Post Centennial Park, LLC
Post Corners, LLC
Post Denver Investor, LLC
Post Galleria, LLC
Post Hyde Park, LLC
Post Midtown Atlanta, LLC
Post Midtown Square GP, LLC
Post Midtown Square, L.P.
Post Park, LLC
Post Park Development, LLC
Post Parkside at Wade II GP, LLC
Post Parkside at Wade II, L.P.
Post Services, LLC
Post South End GP, LLC
Post South End, L.P.
Post Wade Tract M-2, L.P.
Rise Condominium Development, LLC
Rocky Point Management, LLC
Spring Land, LLC
North Carolina
MAA LoSo Exchange, LLC
Midtown Redevelopment Partners, LLC
Tennessee
Brighter View Insurance Company, LLC
Mid-America Apartments, L.P.
Texas
Akard-McKinney Investment Company, LLC
MAA of Copper Ridge, Inc.
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Registration Statements (Form S-3 Nos. 33-96852, 333-82526, 333-190028 and 333-258271) of Mid-
America Apartment Communities, Inc. and in the related Prospectuses,
Registration Statement (Form S-3 No. 333-253298) pertaining to the Dividend and Distribution
Reinvestment and Share Purchase Plan of Mid-America Apartment Communities, Inc. and in the related
Prospectus,
Registration Statement (Form S-8 No. 333-123945) pertaining to the Non-Qualified Deferred
Compensation Plan for Outside Company Directors of Mid-America Apartment Communities, Inc.,
Registration Statement (Form S-8 No. 333-115834) pertaining to the Fourth Amended and Restated 1994
Restricted Stock and Stock Option Plan and the 2004 Stock Plan of Mid-America Apartment Communities,
Inc.,
Registration Statement (Form S-8 No. 33-91416) pertaining to the 1994 Employee Stock Purchase Plan of
Mid-America Apartment Communities, Inc.,
Registration Statement (Form S-8 No. 333-191541) pertaining to the Mid-America Apartment
Communities, Inc. 2013 Stock Incentive Plan, Colonial Properties Trust 2008 Omnibus Incentive Plan and
Colonial Properties Trust Third Amended and Restated Shares Option and Restricted Shares Plan,
Registration Statement (Form S-8 No. 333-196250) pertaining to the Amended and Restated Mid-America
Apartment Communities, Inc. 2013 Stock Incentive Plan,
Registration Statement (Form S-8 No. 333-225136) pertaining to the Second Amended and Restated Mid-
America Apartment Communities, Inc. 2013 Stock Incentive Plan, and
Registration Statement (Form S-8 No. 333-214993) pertaining to the Amended and Restated Post
Properties, Inc. 2003 Incentive Stock Plan
of our reports dated February 14, 2023, with respect to the consolidated financial statements and schedule listed in
the Index at Item 15(a)(2) of Mid-America Apartment Communities, Inc. and the effectiveness of internal control
over financial reporting of Mid-America Apartment Communities, Inc. included in this Annual Report (Form 10-K)
of Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. for the year ended December 31,
2022.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 14, 2023
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-258271-01) of Mid-
America Apartments, L.P. and in the related Prospectus of our report dated February 14, 2023, with respect to the
consolidated financial statements and schedule listed in the Index at Item 15(a)(2) of Mid-America Apartments,
L.P., included in this Annual Report (Form 10-K) for the year ended December 31, 2022.
EXHIBIT 23.2
/s/ Ernst & Young LLP
Memphis, Tennessee
February 14, 2023
EXHIBIT 31.1
I, H. Eric Bolton, Jr., certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Mid-America Apartment Communities, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 14, 2023
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
Chief Executive Officer
EXHIBIT 31.2
I, Albert M. Campbell, III, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Mid-America Apartment Communities, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date: February 14, 2023
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
EXHIBIT 31.3
I, H. Eric Bolton, Jr., certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Mid-America Apartments, L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 14, 2023
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
Chief Executive Officer
Mid-America Apartment Communities, Inc., general partner of Mid-
America Apartments, L.P.
EXHIBIT 31.4
I, Albert M. Campbell, III, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Mid-America Apartments, L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date: February 14, 2023
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
Mid-America Apartment Communities, Inc., general partner of Mid-
America Apartments, L.P.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-K for the
period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
H. Eric Bolton, Jr., Chairman of the Board of Directors and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Date: February 14, 2023
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-K for the
period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Albert M. Campbell, III, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §
1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Date: February 14, 2023
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.3
In connection with the Annual Report of Mid-America Apartments, L.P. (the “Operating Partnership”) on Form 10-K for the
period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
H. Eric Bolton, Jr., Chairman of the Board of Directors and Chief Executive Officer of Mid-America Apartment Communities,
Inc., general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Operating Partnership.
Date: February 14, 2023
/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chairman of the Board of Directors
Chief Executive Officer
Mid-America Apartment Communities, Inc., general partner of
Mid-America Apartments, L.P.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.4
In connection with the Annual Report of Mid-America Apartments, L.P. (the “Operating Partnership”) on Form 10-K for the
period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Albert M. Campbell, III, Executive Vice President and Chief Financial Officer of Mid-America Apartment Communities, Inc.,
general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Operating Partnership.
Date: February 14, 2023
/s/ Albert M. Campbell, III
Albert M. Campbell, III
Executive Vice President and Chief Financial Officer
Mid-America Apartment Communities, Inc., general partner of
Mid-America Apartments, L.P.
Board of Directors
H. ERIC BOLTON, JR.
Chairman of the Board of Directors
and Chief Executive Officer, MAA
Committee: Real Estate Investment
(Chairman)
DEBORAH CAPLAN
Executive Vice President, Human Resources
and Corporate Services, NextEra Energy, Inc.
Committees: Compensation;
Real Estate Investment
ALAN B. GRAF, JR.
Past Executive Vice President
and Chief Financial Officer,
FedEx Corporation
Committee: Audit (Chairman)
Lead Independent Director
TONI JENNINGS
Chairman of the Board of Directors,
Jack Jennings & Sons, Inc.; Past Lieutenant
Governor, Senate President
and Representative of the State of Florida
Committees: Compensation;
Nominating and Corporate Governance
Shareholder Information
CORPORATE HEADQUARTERS
MAA
6815 Poplar Avenue, Suite 500
Germantown, TN 38138
901-682-6600
www.maac.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP, Memphis, TN
2023 ANNUAL MEETING
OF SHAREHOLDERS
MAA plans to hold its 2023 Annual Meeting
of Shareholders virtually on Tuesday, May 16,
2023, at 12:30 p.m. CDT.
STOCK LISTING
MAA’s common and preferred stock are listed
on the New York Stock Exchange (NYSE)
and are traded under the stock symbols
MAA and MAApI, respectively.
SEC FILINGS
MAA’s filings with the Securities and
Exchange Commission are filed under the
registrant names of Mid-America Apartment
Communities, Inc. and/or Mid-America
Apartments, L.P.
EDITH KELLY-GREEN
Founding Partner, JKG Properties LLC and
The KGR Group; Past Vice President and
Chief Sourcing Officer of FedEx Express,
a subsidiary of FedEx Corporation
Committee: Audit
PHILIP W. NORWOOD1
Chairman, Pacolet Milliken Enterprises, Inc.;
Principal, Haviland Capital, LLC;
Past President and Chief Executive Officer,
Faison Enterprises, Inc.
Committees: Compensation (Chairman);
Real Estate Investment
JAMES K. LOWDER
Chairman of the Board of Directors
and President, The Colonial Company
Committees: Nominating and Corporate
Governance; Real Estate Investment
THOMAS H. LOWDER
Past Chairman of the Board of Trustees
and Chief Executive Officer,
Colonial Properties Trust
Committees: Compensation;
Real Estate Investment
CLAUDE B. NIELSEN
Chairman of the Board of Directors and
past Chief Executive Officer, Coca-Cola
Bottling Company United, Inc.
Committees: Compensation; Nominating
and Corporate Governance (Chairman)
W. REID SANDERS
President, Sanders Properties, LLC
and Sanders Investments, LLC;
Past Executive Vice President,
Southeastern Asset Management and
Past President, Longleaf Partners Fund
Committee: Audit
GARY SHORB
Executive Director, The Urban Child
Institute; Past President and
Chief Executive Officer,
Methodist Le Bonheur Healthcare
Committees: Audit; Nominating
and Corporate Governance
DAVID P. STOCKERT
General Partner, Sweetwater Opportunity
Fund, LP; Past Chief Executive Officer
and President, Post Properties, Inc.
Committee: Real Estate Investment
TRANSFER AGENT AND REGISTRAR
Broadridge Corporate Issuer Solutions, Inc.
Call: 877-206-4722
Email: shareholder@broadridge.com,
or Visit:
www.shareholder.broadridge.com/maa/
Registered shareholders who have
questions about their accounts or who wish
to change ownership or address of stock;
report lost, stolen or destroyed certificates;
sign up for direct deposit of dividends; or
enroll in our dividend reinvestment plan
or direct stock purchase program should
contact Broadridge Corporate Issuer
Solutions, Inc. at the shareholder service
number or email address 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.
ANNUAL REPORT AND FORM 10-K
A copy of MAA’s Annual Report and Form
10-K for the year ended December 31, 2022,
as filed with the Securities and Exchange
Commission (SEC), will be sent without
charge upon written request. Please address
requests to MAA’s corporate headquarters,
attention Investor Relations, or email your
request to investor.relations@maac.com.
Please indicate your preference of email
or paper copy as well as your full address
information for delivery. 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 AND CFO CERTIFICATIONS
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.
1Due to MAA’s age limitation, Mr. Norwood is ineligible to be nominated for re-election at the 2023 Annual Meeting of Shareholders.
6815 Poplar Avenue, Suite 500
Germantown, TN 38138
www.maac.com
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8 2022 MAA ANNUAL REPORT