TENNESSEE
|
62-1543819
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
6584
POPLAR AVENUE, SUITE 300
|
38138
|
MEMPHIS,
TENNESSEE
|
(Zip
Code)
|
(Address
of principal executive offices)
|
Large
accelerated filer [X]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Number
of Shares Outstanding
|
|
Class
|
at
April 20, 2006
|
Common
Stock, $.01 par value
|
22,669,219
|
MID-AMERICA
APARTMENT COMMUNITIES, INC.
|
||||
TABLE
OF CONTENTS
|
||||
Page
|
||||
PART
I - FINANCIAL INFORMATION
|
||||
Item
1.
|
Financial
Statements
|
|||
Condensed
Consolidated Balance Sheets as of March 31, 2006 (Unaudited) and
December
31, 2005
|
2
|
|||
Condensed
Consolidated Statements of Operations for the three months ended
March 31,
2006 and 2005 (Unaudited)
|
3
|
|||
Condensed
Consolidated Statements of Cash Flows for the three months ended
March 31,
2006 and 2005 (Unaudited)
|
4
|
|||
Notes
to Condensed Consolidated Financial Statements (Unaudited)
|
5
|
|||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
23
|
||
Item
4.
|
Controls
and Procedures
|
23
|
||
PART
II - OTHER INFORMATION
|
||||
Item
1.
|
Legal
Proceedings
|
24
|
||
Item
1A.
|
Risk
Factors
|
24
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
25
|
||
Item
3.
|
Defaults
Upon Senior Securities
|
25
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
25
|
||
Item
5.
|
Other
Information
|
25
|
||
Item
6.
|
Exhibits
|
25
|
||
Signatures
|
31
|
Mid-America
Apartment Communities, Inc.
|
|||||||
Condensed
Consolidated Balance Sheets
|
|||||||
March
31, 2006 (Unaudited) and December 31, 2005
|
|||||||
(Dollars
in thousands, except per share data)
|
|||||||
March
31, 2006
|
December
31, 2005
|
||||||
Assets:
|
|||||||
Real
estate assets:
|
|||||||
Land
|
$
|
189,150
|
$
|
179,523
|
|||
Buildings
and improvements
|
1,793,119
|
1,740,818
|
|||||
Furniture,
fixtures and equipment
|
47,499
|
46,301
|
|||||
Capital
improvements in progress
|
1,027
|
4,175
|
|||||
2,030,795
|
1,970,817
|
||||||
Less
accumulated depreciation
|
(491,810
|
)
|
(473,421
|
)
|
|||
1,538,985
|
1,497,396
|
||||||
Land
held for future development
|
1,366
|
1,366
|
|||||
Commercial
properties, net
|
7,257
|
7,345
|
|||||
Investments
in and advances to real estate joint ventures
|
4,021
|
4,182
|
|||||
Real
estate assets, net
|
1,551,629
|
1,510,289
|
|||||
Cash
and cash equivalents
|
11,073
|
14,064
|
|||||
Restricted
cash
|
4,402
|
5,534
|
|||||
Deferred
financing costs, net
|
15,509
|
15,338
|
|||||
Other
assets
|
29,580
|
20,181
|
|||||
Goodwill
|
5,051
|
5,051
|
|||||
Total
assets
|
$
|
1,617,244
|
$
|
1,570,457
|
|||
Liabilities
and Shareholders' Equity:
|
|||||||
Liabilities:
|
|||||||
Notes
payable
|
$
|
1,181,046
|
$
|
1,140,046
|
|||
Accounts
payable
|
2,663
|
3,278
|
|||||
Accrued
expenses and other liabilities
|
28,352
|
28,380
|
|||||
Security
deposits
|
6,871
|
6,429
|
|||||
Total
liabilities
|
1,218,932
|
1,178,133
|
|||||
Minority
interest
|
28,356
|
29,798
|
|||||
Shareholders'
equity:
|
|||||||
Preferred
stock, $.01 par value, 20,000,000 shares authorized,
|
|||||||
$166,863
or $25 per share liquidation preference:
|
|||||||
9
1/4% Series F Cumulative Redeemable Preferred Stock,
|
|||||||
3,000,000
shares authorized, 474,500 shares issued and outstanding
|
5
|
5
|
|||||
8.30%
Series H Cumulative Redeemable Preferred Stock,
|
|||||||
6,200,000
shares authorized, 6,200,000 shares issued and outstanding
|
62
|
62
|
|||||
Common
stock, $.01 par value per share, 50,000,000 shares
authorized;
|
|||||||
22,623,529
and 22,048,372 shares issued and outstanding at
|
|||||||
March
31, 2006, and December 31, 2005, respectively
|
226
|
220
|
|||||
Additional
paid-in capital
|
691,429
|
671,885
|
|||||
Other
|
-
|
(2,422
|
)
|
||||
Accumulated
distributions in excess of net income
|
(339,311
|
)
|
(314,352
|
)
|
|||
Accumulated
other comprehensive income (loss)
|
17,545
|
7,128
|
|||||
Total
shareholders' equity
|
369,956
|
362,526
|
|||||
Total
liabilities and shareholders' equity
|
$
|
1,617,244
|
$
|
1,570,457
|
|||
See
accompanying notes to condensed consolidated financial
statements.
|
Mid-America
Apartment Communities, Inc.
|
||||||||||
Condensed
Consolidated Statements of
Operations
|
||||||||||
Three
months ended March 31, 2006 and
2005
|
||||||||||
(Dollars
in thousands, except per share
data)
|
||||||||||
|
2006
|
2005
|
||||||||
Operating
revenues:
|
||||||||||
Rental
revenues
|
$
|
75,045
|
$
|
68,669
|
||||||
Other
property revenues
|
3,549
|
2,906
|
||||||||
Total
property revenues
|
78,594
|
71,575
|
||||||||
Management
fee income
|
52
|
118
|
||||||||
Total
operating revenues
|
78,646
|
71,693
|
||||||||
Property
operating expenses:
|
||||||||||
Personnel
|
9,108
|
8,358
|
||||||||
Building
repairs and maintenance
|
2,470
|
2,307
|
||||||||
Real
estate taxes and insurance
|
9,641
|
9,442
|
||||||||
Utilities
|
4,720
|
4,155
|
||||||||
Landscaping
|
2,113
|
1,947
|
||||||||
Other
operating
|
3,448
|
3,417
|
||||||||
Depreciation
|
18,930
|
18,049
|
||||||||
Total
property operating expenses
|
50,430
|
47,675
|
||||||||
Property
management expenses
|
2,511
|
2,808
|
||||||||
General
and administrative expenses
|
3,361
|
2,656
|
||||||||
Income
from continuing operations before non-operating items
|
22,344
|
18,554
|
||||||||
Interest
and other non-property income
|
117
|
157
|
||||||||
Interest
expense
|
(15,803
|
)
|
(13,732
|
)
|
||||||
Loss
on debt extinguishment
|
(550
|
)
|
(4
|
)
|
||||||
Amortization
of deferred financing costs
|
(485
|
)
|
(460
|
)
|
||||||
Minority
interest in operating partnership income
|
(413
|
)
|
(260
|
)
|
||||||
(Loss)
income from investments in unconsolidated entities
|
(84
|
)
|
318
|
|||||||
Net
gain on insurance and other settlement proceeds
|
-
|
7
|
||||||||
Income
from continuing operations
|
5,126
|
4,580
|
||||||||
Discontinued
operations:
|
||||||||||
Loss
from discontinued operations before
|
||||||||||
asset
impairment, settlement proceeds and gain on sale
|
-
|
(135
|
)
|
|||||||
Asset
impairment on discontinued operations
|
-
|
(94
|
)
|
|||||||
Net
loss on insurance and other settlement proceeds on
|
||||||||||
discontinued
operations
|
-
|
(25
|
)
|
|||||||
Net
income
|
5,126
|
4,326
|
||||||||
Preferred
dividend distribution
|
3,490
|
3,713
|
||||||||
Net
income available for common shareholders
|
$
|
1,636
|
$
|
613
|
||||||
Weighted
average shares outstanding (in thousands):
|
||||||||||
Basic
|
22,134
|
20,928
|
||||||||
Effect
of dilutive stock options
|
232
|
284
|
||||||||
Diluted
|
22,366
|
21,212
|
||||||||
Net
income available for common shareholders
|
$
|
1,636
|
$
|
613
|
||||||
Discontinued
property operations
|
-
|
254
|
||||||||
Income
from continuing operations available for common
shareholders
|
$
|
1,636
|
$
|
867
|
||||||
Earnings
per share - basic:
|
||||||||||
Income
from continuing operations
|
||||||||||
available
for common shareholders
|
$
|
0.07
|
$
|
0.04
|
||||||
Discontinued
property operations
|
-
|
(0.01
|
)
|
|||||||
Net
income available for common shareholders
|
$
|
0.07
|
$
|
0.03
|
||||||
Earnings
per share - diluted:
|
||||||||||
Income
from continuing operations
|
||||||||||
available
for common shareholders
|
$
|
0.07
|
$
|
0.04
|
||||||
Discontinued
property operations
|
-
|
(0.01
|
)
|
|||||||
Net
income available for common shareholders
|
$
|
0.07
|
$
|
0.03
|
||||||
Dividends
declared per common share
(1)
|
$
|
1.190
|
$
|
0.585
|
||||||
(1)
|
The
Company declared and paid $0.595 per common share during the three
months
ended March 31, 2006.
|
|||||
During
this same period the Company also declared an additional $0.595
per common
share that will not be paid until April 29, 2006.
|
||||||
See accompanying notes to condensed consolidated financial statements |
MID-AMERICA
APARTMENT COMMUNITIES, INC.
|
|||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
Three
Months Ended March 31, 2006 and 2005
|
|||||||
(Dollars
in thousands)
|
|||||||
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
5,126
|
$
|
4,326
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Loss
from discontinued operations before asset impairment,
settlement
|
|||||||
proceeds
and
gain on sale
|
-
|
135
|
|||||
Depreciation
and amortization of deferred financing costs
|
19,415
|
18,509
|
|||||
Stock
compensation expense
|
245
|
133
|
|||||
Amortization
of debt premium
|
(465
|
)
|
(467
|
)
|
|||
(Gain)
loss from investments in unconsolidated entities
|
84
|
(318
|
)
|
||||
Minority
interest in operating partnership income
|
413
|
260
|
|||||
(Gain)
loss on debt extinguishment
|
550
|
4
|
|||||
Net
loss on insurance and other settlement proceeds on
discontinued
|
|||||||
operations
|
-
|
25
|
|||||
Asset
impairment on discontinued operations
|
-
|
94
|
|||||
Net
gain on insurance and other settlement proceeds
|
-
|
(7
|
)
|
||||
Changes
in assets and liabilities:
|
|||||||
Restricted
cash
|
873
|
(517
|
)
|
||||
Other
assets
|
(20
|
)
|
419
|
||||
Accounts
payable
|
(615
|
)
|
1,683
|
||||
Accrued
expenses and other
|
(4,513
|
)
|
(4,725
|
)
|
|||
Security
deposits
|
442
|
260
|
|||||
Net
cash provided by operating activities
|
21,535
|
19,814
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of real estate and other assets
|
(56,265
|
)
|
(47,314
|
)
|
|||
Improvements
to existing real estate assets
|
(4,887
|
)
|
(4,099
|
)
|
|||
Distributions
from real estate joint venture
|
77
|
218
|
|||||
Proceeds
from disposition of real estate assets
|
801
|
24
|
|||||
Net
cash used in investing activities
|
(60,274
|
)
|
(51,171
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
change in credit lines
|
41,915
|
12,127
|
|||||
Proceeds
from notes payable
|
13,235
|
19,486
|
|||||
Principal
payments on notes payable
|
(13,685
|
)
|
(625
|
)
|
|||
Payment
of deferred financing costs
|
(974
|
)
|
(362
|
)
|
|||
Proceeds
from issuances of common shares and units
|
13,384
|
15,079
|
|||||
Distributions
to unitholders
|
(2,991
|
)
|
(1,534
|
)
|
|||
Dividends
paid on common shares
|
(11,646
|
)
|
(12,225
|
)
|
|||
Dividends
paid on preferred shares
|
(3,490
|
)
|
(3,713
|
)
|
|||
Net
cash provided by financing activities
|
35,748
|
28,233
|
|||||
Net
decrease in cash and cash equivalents
|
(2,991
|
)
|
(3,124
|
)
|
|||
Cash
and cash equivalents, beginning of period
|
14,064
|
9,133
|
|||||
Cash
and cash equivalents, end of period
|
$
|
11,073
|
$
|
6,009
|
Supplemental
disclosure of cash flow information:
|
|||||||
Interest
paid
|
$
|
17,052
|
$
|
14,128
|
|||
Supplemental
disclosure of noncash investing and financing
activities:
|
|||||||
Conversion
of units to common shares
|
$
|
52
|
$
|
20
|
|||
Issuance
of restricted common shares
|
$
|
23
|
$
|
404
|
|||
Interest
capitalized
|
|||||||
Marked-to-market
adjustment on derivative instruments
|
$
|
10,417
|
$
|
11,301
|
|||
Fair
value adjustment on debt assumed
|
$
|
-
|
$
|
2,277
|
|||
See
accompanying notes to condensed consolidated financial
statements.
|
Three
Months Ended
|
||||||||||
March
31, 2005
|
||||||||||
Net
income
|
$
|
4,326
|
||||||||
Preferred
dividend distribution
|
3,713
|
|||||||||
Net
income available for
|
||||||||||
common
shareholders
|
613
|
|||||||||
Add:
Stock-based employee
|
||||||||||
compensation
expense included
|
||||||||||
in
reported net income
|
-
|
|||||||||
Less:
Stock-based employee
|
||||||||||
compensation
expense from
|
||||||||||
employee
stock purchase plan discount
|
7
|
|||||||||
Less:
Stock-based employee
|
||||||||||
compensation
expense determined
|
||||||||||
under
fair value method of accounting
|
30
|
|||||||||
Pro
forma net income available for
|
||||||||||
common
shareholders
|
$
|
576
|
||||||||
Average
common shares outstanding - Basic
|
20,928
|
|||||||||
Average
common shares outstanding - Diluted
|
21,212
|
|||||||||
Net
income available per common share:
|
||||||||||
Basic
as reported
|
$
|
0.03
|
||||||||
Basic
pro forma
|
$
|
0.03
|
||||||||
Diluted
as reported
|
$
|
0.03
|
||||||||
Diluted
pro forma
|
$
|
0.03
|
||||||||
Assumptions:(1)
|
||||||||||
Risk
free interest rate
|
N/A
|
|||||||||
Expected
life - Years
|
N/A
|
|||||||||
Expected
volatility
|
N/A
|
|||||||||
Expected
dividends
|
N/A
|
|||||||||
(1)No
grants were issued in the periods shown.
|
Three
months ended March 31,
|
||||
2006
|
2005
|
|||
Volatility
|
N/A
|
N/A
|
||
Expected
life
|
N/A
|
N/A
|
||
Risk-free
rate
|
N/A
|
N/A
|
||
Dividend
yield
|
N/A
|
N/A
|
Weighted-
|
|||||||||||||
Weighted-
|
Average
|
||||||||||||
Average
|
Remaining
|
Aggregate
|
|||||||||||
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||
Options
|
Shares
|
Price
|
Life
|
Value
|
|||||||||
Outstanding
at January 1, 2006
|
398,052
|
$
|
24.83
|
||||||||||
Granted
|
-
|
-
|
|||||||||||
Exercised
|
(123,360
|
)
|
24.09
|
||||||||||
Forfeited
or expired
|
(7,350
|
)
|
26.03
|
||||||||||
Outstanding
at March 31, 2006
|
267,342
|
$
|
25.14
|
3.8
|
$
|
7,916,799
|
|||||||
Exercisable
at March 31, 2006
|
193,662
|
$
|
24.99
|
3.0
|
$
|
5,763,132
|
Weighted
|
|||||||
Average
|
|||||||
Grant-Date
|
|||||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
|||||
Nonvested
at January 1, 2006
|
4,479
|
$
|
22.19
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at March 31, 2006
|
4,479
|
$
|
22.19
|
Weighted
|
|||||
Average
|
|||||
Grant-Date
|
|||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
|||
Nonvested
at January 1, 2006
|
86,477
|
$25.65
|
|||
Granted
|
-
|
||||
Vested
|
-
|
||||
Forfeited
|
-
|
||||
Nonvested
at March 31, 2006
|
86,477
|
$25.65
|
Weighted
|
|||||
Average
|
|||||
Grant-Date
|
|||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
|||
Nonvested
at January 1, 2006
|
8,852
|
$38.50
|
|||
Granted
|
-
|
||||
Vested
|
(4,426)
|
$38.50
|
|||
Forfeited
|
-
|
||||
Nonvested
at March 31, 2006
|
4,426
|
$38.50
|
Weighted
|
||||
Average
|
||||
Grant-Date
|
||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
||
Nonvested
at January 1, 2006
|
8,596
|
$40.71
|
||
Granted
|
73
|
$56.60
|
||
Vested
|
-
|
|||
Forfeited
|
(1,228)
|
$40.71
|
||
Nonvested
at March 31, 2006
|
7,441
|
$40.87
|
Three
months ended March 31,
|
||||
2006
|
2005
|
|||
Volatility
|
17.10%
|
N/A
|
||
Expected
life in years
|
3
|
N/A
|
||
Risk-free
rate
|
3.77%
|
N/A
|
||
Dividend
yield
|
5.20%
|
N/A
|
Weighted
|
||||
Average
|
||||
Grant-Date
|
||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
||
Nonvested
at January 1, 2006
|
36,691
|
$45.42
|
||
Granted
|
-
|
|
||
Vested
|
-
|
|||
Forfeited
|
-
|
|
||
Nonvested
at March 31, 2006
|
36,691
|
$45.42
|
Three
months ended March 31,
|
||||
2006
|
2005
|
|||
Volatility
|
6.38%
|
N/A
|
||
Expected
life in years
|
3
|
N/A
|
||
Risk-free
rate
|
1.99%
|
N/A
|
||
Dividend
yield
|
9.60%
|
N/A
|
Weighted
|
||||
Average
|
||||
Grant-Date
|
||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
||
Nonvested
at January 1, 2006
|
75,895
|
$34.72
|
||
Granted
|
-
|
|
||
Vested
|
-
|
|||
Forfeited
|
-
|
|
||
Nonvested
at March 31, 2006
|
75,895
|
$34.72
|
Three
months
|
|||||||
ended
March 31,
|
|||||||
2006
|
2005
|
||||||
Net
income
|
$
|
5,126
|
$
|
4,326
|
|||
Marked-to-market
adjustment
|
|||||||
on
derivative instruments
|
10,417
|
11,301
|
|||||
Total
comprehensive income
|
$
|
15,543
|
$
|
15,627
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2006
|
2005
|
||||||
Revenues
|
|||||||
Rental
revenues
|
$
|
-
|
$
|
567
|
|||
Other
revenues
|
-
|
24
|
|||||
Total
revenues
|
-
|
591
|
|||||
Expenses
|
|||||||
Property
operating expenses
|
-
|
660
|
|||||
Interest
expense
|
-
|
66
|
|||||
Asset
impairment
|
-
|
94
|
|||||
Total
expense
|
-
|
820
|
|||||
Loss
from discontinued operations before
|
|||||||
gain
on sale and settlement proceeds
|
-
|
(229
|
)
|
||||
Net
loss on insurance and other settlement
|
|||||||
proceeds
|
-
|
(25
|
)
|
||||
Loss
from discontinued operations
|
$
|
-
|
$
|
(254
|
)
|
Three
months
|
|||||||
ended
March 31,
|
|||||||
2006
|
2005
|
||||||
Net
income
|
$
|
5,126
|
$
|
4,326
|
|||
Depreciation
of real estate assets
|
18,592
|
17,718
|
|||||
Net
gain on insurance and other settlement
proceeds
|
-
|
(7
|
)
|
||||
Net
loss on insurance and other settlement
proceeds
|
|||||||
of
discontinued operations
|
-
|
25
|
|||||
Depreciation
of real estate assets of unconsolidated
|
|||||||
entities
|
140
|
132
|
|||||
Preferred
dividend distribution
|
(3,490
|
)
|
(3,713
|
)
|
|||
Minority
interest in operating partnership income
|
413
|
260
|
|||||
Funds
from operations
|
$
|
20,781
|
$
|
18,741
|
|||
Weighted
average shares and units:
|
|||||||
Basic
|
24,653
|
23,561
|
|||||
Diluted
|
24,885
|
23,845
|
|
Outstanding
|
|||||||||||||||||||
Balance/
|
Average
|
Average
|
Average
|
||||||||||||||||
Line
|
Line
|
Notional
|
Interest
|
Rate
|
Contract
|
||||||||||||||
Limit
|
Availability
|
Amount
|
Rate
|
Maturity
|
Maturity
|
||||||||||||||
COMBINED
DEBT
|
|||||||||||||||||||
Fixed
Rate or Swapped
|
|||||||||||||||||||
Conventional
|
$
|
871,440,060
|
5.5
|
%
|
4/14/2011
|
4/14/2011
|
|||||||||||||
Tax
Exempt
|
73,780,000
|
4.3
|
%
|
2/8/2012
|
2/8/2012
|
||||||||||||||
Preferred
Series G
|
10,000,000
|
8.6
|
%
|
5/26/2006
|
5/26/2006
|
||||||||||||||
Subtotal
Fixed Rate or Swapped
|
955,220,060
|
5.5
|
%
|
4/18/2011
|
4/18/2011
|
||||||||||||||
Variable
Rate
|
|||||||||||||||||||
Conventional
|
172,945,404
|
5.2
|
%
|
5/22/2006
|
3/1/2012
|
||||||||||||||
Tax
Exempt
|
10,855,004
|
4.0
|
%
|
4/15/2006
|
5/30/2020
|
||||||||||||||
Conventional
- Capped
|
17,936,000
|
5.4
|
%
|
11/13/2009
|
11/13/2009
|
||||||||||||||
Tax
Exempt - Capped
|
24,090,000
|
3.9
|
%
|
11/25/2009
|
11/25/2009
|
||||||||||||||
Subtotal
Variable Rate
|
225,826,408
|
5.0
|
%
|
5/17/2006
|
11/14/2012
|
||||||||||||||
Total
Combined Debt Outstanding
|
$
|
1,181,046,468
|
5.4
|
%
|
5/9/2010
|
8/6/2011
|
|||||||||||||
UNDERLYING
DEBT
|
|||||||||||||||||||
Individual
Property Mortgages/Bonds
|
|||||||||||||||||||
Conventional
Fixed Rate
|
$
|
138,440,060
|
5.0
|
%
|
11/16/2014
|
11/16/2014
|
|||||||||||||
Tax
Exempt Fixed Rate
|
12,450,000
|
5.2
|
%
|
12/1/2028
|
12/1/2028
|
||||||||||||||
Tax
Exempt Variable Rate
|
4,760,004
|
4.2
|
%
|
4/15/2006
|
6/1/2028
|
||||||||||||||
Preferred
Series G
|
10,000,000
|
8.6
|
%
|
5/26/2006
|
5/26/2006
|
||||||||||||||
FNMA
Credit Facilities
|
|||||||||||||||||||
Tax
Free Borrowings
|
$
|
91,515,000
|
$
|
91,515,000
|
91,515,000
|
3.9
|
%
|
4/15/2006
|
3/1/2014
|
||||||||||
Conventional
Borrowings
|
|||||||||||||||||||
Fixed
Rate Borrowings
|
110,000,000
|
110,000,000
|
110,000,000
|
7.2
|
%
|
1/10/2009
|
1/10/2009
|
||||||||||||
Variable
Rate Borrowings
|
748,485,000
|
723,380,000
|
654,318,000
|
5.4
|
%
|
5/29/2006
|
5/16/2013
|
||||||||||||
Subtotal
FNMA Facilities
|
950,000,000
|
924,895,000
|
855,833,000
|
5.4
|
%
|
9/24/2006
|
11/23/2012
|
||||||||||||
Freddie
Mac Credit Facility
|
100,000,000
|
96,404,000
|
96,404,000
|
5.4
|
%
|
5/28/2006
|
7/1/2011
|
||||||||||||
AmSouth
Credit Facility
|
40,000,000
|
30,203,438
|
23,159,404
|
6.0
|
%
|
4/30/2006
|
5/24/2007
|
||||||||||||
Union
Planters Bank
|
40,000,000
|
5.8
|
%
|
4/30/2006
|
4/1/2009
|
||||||||||||||
Total
Underlying Debt Outstanding
|
$
|
1,181,046,468
|
5.4
|
%
|
11/13/2007
|
12/16/2012
|
HEDGING
INSTRUMENTS
|
||||||||||
Interest
Rate Swaps
|
||||||||||
LIBOR
indexed
|
$
|
623,000,000
|
5.3
|
%
|
9/24/2010
|
|||||
BMA
indexed
|
61,330,000
|
4.1
|
%
|
9/10/2008
|
||||||
Total
Interest Rate Swaps
|
$
|
684,330,000
|
5.2
|
%
|
7/19/2010
|
|||||
Interest
Rate Caps
|
||||||||||
LIBOR
indexed
|
$
|
17,936,000
|
6.2
|
%
|
11/13/2009
|
|||||
BMA
indexed
|
24,090,000
|
6.0
|
%
|
11/25/2009
|
||||||
Total
Interest Rate Caps
|
$
|
42,026,000
|
6.1
|
%
|
11/19/2009
|
Payments
Due by Period
|
||||||||||||||||||||||
Contractual
Obligations
|
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
|||||||||||||||
Long-Term
Debt
(1)
|
$
|
37,429
|
$
|
27,142
|
$
|
109,900
|
$
|
106,201
|
$
|
121,268
|
$
|
779,106
|
$
|
1,181,046
|
||||||||
Operating
Lease
|
3
|
4
|
4
|
-
|
-
|
-
|
11
|
|||||||||||||||
Total
|
$
|
37,432
|
$
|
27,146
|
$
|
109,904
|
$
|
106,201
|
$
|
121,268
|
$
|
779,106
|
$
|
1,181,057
|
||||||||
(1)
Represents
principal payments.
|
· |
85%
of ordinary income
for that year;
|
· |
95%
of capital gain net
income for that year;
and
|
· |
100%
of undistributed
taxable income from
prior years.
|
(a) |
The
following exhibits
are filed as part
of this
report.
|
Exhibit
Number
|
Exhibit
Description
|
3.1
|
Amended
and Restated
Charter of Mid-America
Apartment Communities,
Inc. dated as
of January 10,
1994, as filed
with the Tennessee
Secretary of
State on
January 25, 1994
(Filed as Exhibit
3.1 to the Registrant’s Annual Report
on Form 10-K
for the fiscal
year ended December
31, 1997 and
incorporated
herein by reference).
|
3.2
|
Articles
of Amendment
to the Charter
of Mid-America
Apartment Communities,
Inc.
dated as of January
28, 1994, as
filed with the
Tennessee Secretary
of
State on January
28, 1994 (Filed
as Exhibit 3.2
to the Registrant’s Annual
Report on Form
10-K for the
fiscal year ended
December 31,
1996 and
incorporated
herein by reference).
|
3.3
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating and
Fixing the Rights
and Preferences
of a
Series of Preferred
Stock dated as
of October 9,
1996, as filed
with the
Tennessee Secretary
of State on October
10, 1996 (Filed
as Exhibit 1
to
the Registrant’s Registration
Statement on
Form 8-A filed
with the
Commission on
October 11, 1996
and incorporated
herein by
reference).
|
3.4
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
dated November
17, 1997, as
filed with the
Tennessee
Secretary of
State on November
18, 1997 (Filed
as Exhibit 3.6
to the
Registrant’s Annual Report
on Form 10-K
for the fiscal
year ended December
31, 1997 and
incorporated
herein by reference).
|
3.5
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating and
Fixing the Rights
and Preferences
of a
Series of Shares
of Preferred
Stock dated as
of November 17,
1997, as
filed with the
Tennessee Secretary
of State on November
18, 1997 (Filed
as
Exhibit 4.1 to
the Registrant’s Registration
Statement on
Form 8-A/A filed
with the Commission
on November 19,
1997 and incorporated
herein by
reference).
|
3.6
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating and
Fixing the Rights
and Preferences
of a
Series of Shares
of Preferred
Stock dated as
of June 25, 1998,
as filed
with the Tennessee
Secretary of
State on June
30, 1998 (Filed
as Exhibit
4.3 to the Registrant’s Registration
Statement on
Form 8-A/A filed
with
the Commission
on June 26, 1998
and incorporated
herein by reference).
|
3.7
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating and
Fixing the Rights
and Preferences
of A
Series of Shares
of Preferred
Stock dated as
of December 24,
1998, as
filed with the
Tennessee Secretary
of State on December
30, 1998 (Filed
as
Exhibit 3.7 to
the Registrant’s Registration
Statement on
Form S-3/A (File
Number 333-112469)
and incorporated
herein by
reference).
|
3.8
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating
and Fixing
the Rights
and Preferences
of a
Series of Shares
of Preferred
Stock dated
as of October
11, 2002, as
filed
with the Tennessee
Secretary of
State on October
14, 2002 (Filed
as
Exhibit 4.3
to the Registrant’s Registration
Statement on
Form 8-A/A
filed
with the Commission
on October
11, 2002 and
incorporated
herein by
reference).
|
3.9
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating
and Fixing
the Rights
and Preferences
of a
Series of Shares
of Preferred
Stock dated
as of October
28, 2002, as
filed
with the Tennessee
Secretary of
State on October
28, 2002 (Filed
as
Exhibit 3.9
to the Registrant’s Registration
Statement on
Form S-3/A
(File
Number 333-112469)
and incorporated
herein by
reference).
|
3.10
|
Mid-America
Apartment Communities,
Inc. Articles
of Amendment
to the Amended
and
Restated Charter
Designating
and Fixing
the Rights
and Preferences
of a
Series of Shares
of Preferred
Stock dated
as of August
7, 2003, as
filed
with the Tennessee
Secretary of
State on August
7, 2003 (Filed
as Exhibit
3.10 to the
Registrant’s Registration
Statement on
Form S-3/A
(File Number
333-112469)
and incorporated
herein by reference).
|
3.11
|
Bylaws
of Mid-America
Apartment Communities,
Inc. (Filed
as an Exhibit
to the
Registrant’s Registration
Statement on
Form S-11 (File
Number 33-69434)
and incorporated
herein by reference).
|
3.12
|
First
Amendment to
the Bylaws
of Mid-America
Apartment Communities,
Inc. dated
May 2, 2006
|
4.1
|
Form
of Common Share
Certificate
(Filed as Exhibit
4.1 to the
Registrant’s
Annual Report
on Form 10-K
for the fiscal
year ended
December 31,
1997 and
incorporated
herein by reference).
|
4.2
|
Form
of 9.5% Series
A Cumulative
Preferred Stock
Certificate
(Filed as Exhibit
2 to the Registrant’s Registration
Statement on
Form 8-A filed
with the
Commission
on October
11, 1996 and
incorporated
herein by
reference).
|
4.3
|
Form
of 8 7/8% Series
B Cumulative
Preferred Stock
Certificate
(Filed as
Exhibit 4.3
to the Registrant’s Registration
Statement on
Form 8-A/A
filed
with the Commission
on November
19, 1997 and
incorporated
herein by
reference).
|
4.4
|
Form
of 9 3/8% Series
C Cumulative
Preferred Stock
Certificate
(Filed as
Exhibit 4.2
to the Registrant’s Registration
Statement on
Form 8-A/A
filed
with the Commission
on June 26,
1998 and incorporated
herein by
reference).
|
4.5
|
Form
of 9.5% Series
E Cumulative
Preferred Stock
Certificate
(Filed as Exhibit
4.5 to the
Registrant’s Registration
Statement on
Form S-3/A
(File Number
333-112469)
and incorporated
herein by reference).
|
4.6
|
Form
of 9 ¼% Series F
Cumulative
Preferred Stock
Certificate
(Filed as Exhibit
4.2 to the
Registrant’s Registration
Statement on
Form 8-A/A
filed with
the Commission
on October
11, 2002 and
incorporated
herein by
reference).
|
4.7
|
Form
of 8.30% Series
G Cumulative
Preferred Stock
Certificate
(Filed as Exhibit
4.7 to the
Registrant’s Registration
Statement on
Form S-3/A
(File Number
333-112469)
and incorporated
herein by reference).
|
4.8
|
Form
of 8.30% Series
H Cumulative
Preferred Stock
Certificate
(Filed as Exhibit
4.8 to the
Registrant’s Registration
Statement on
Form S-3/A
(File Number
333-112469)
and incorporated
herein by reference).
|
10.1
|
Second
Amended and
Restated Agreement
of Limited
Partnership
of Mid-America
Apartments,
L.P., a Tennessee
limited partnership
(Filed as Exhibit
10.1
to the Registrant’s Annual Report
on Form 10-K
for the fiscal
year ended
December 31,
2001 and incorporated
herein by
reference).
|
10.2
†
|
Employment
Agreement between
the Registrant
and H. Eric
Bolton, Jr.
(Filed as Exhibit
10.8 to the
Registrant’s Annual Report
on Form 10-K
for the fiscal
year
ended December
31, 1999 and
incorporated
herein by
reference).
|
10.3
†
|
Employment
Agreement
|