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
July 19, 2006
|
Common
Stock, $.01 par value
|
24,044,783
|
MID-AMERICA
APARTMENT COMMUNITIES, INC.
|
||||
TABLE
OF CONTENTS
|
||||
Page
|
||||
PART
I - FINANCIAL INFORMATION
|
||||
Item
1.
|
Financial
Statements
|
|||
Condensed
Consolidated Balance Sheets as of June 30, 2006 (Unaudited) and December
31, 2005
|
2
|
|||
Condensed
Consolidated Statements of Operations for the three and six months
ended
June 30, 2006 and 2005 (Unaudited)
|
3
|
|||
Condensed
Consolidated Statements of Cash Flows for the six months ended June
30,
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
|
16
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26
|
||
Item
4.
|
Controls
and Procedures
|
26
|
||
PART
II - OTHER INFORMATION
|
||||
Item
1.
|
Legal
Proceedings
|
27
|
||
Item
1A.
|
Risk
Factors
|
27
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
28
|
||
Item
3.
|
Defaults
Upon Senior Securities
|
28
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
28
|
||
Item
5.
|
Other
Information
|
28
|
||
Item
6.
|
Exhibits
|
28
|
||
Signatures
|
35
|
Mid-America
Apartment Communities, Inc.
|
|||||||
Condensed
Consolidated Balance Sheets
|
|||||||
June
30, 2006 (Unaudited) and December 31, 2005
|
|||||||
(Dollars
in thousands, except per share data)
|
|||||||
June
30, 2006
|
December
31, 2005
|
||||||
Assets:
|
|||||||
Real
estate assets:
|
|||||||
Land
|
$
|
190,862
|
$
|
179,523
|
|||
Buildings
and improvements
|
1,813,395
|
1,740,818
|
|||||
Furniture,
fixtures and equipment
|
48,115
|
46,301
|
|||||
Capital
improvements in progress
|
2,981
|
4,175
|
|||||
2,055,353
|
1,970,817
|
||||||
Less
accumulated depreciation
|
(503,793
|
)
|
(473,421
|
)
|
|||
1,551,560
|
1,497,396
|
||||||
Land
held for future development
|
1,366
|
1,366
|
|||||
Commercial
properties, net
|
7,156
|
7,345
|
|||||
Investments
in and advances to real estate joint venture
|
3,926
|
4,182
|
|||||
Real
estate assets, net
|
1,564,008
|
1,510,289
|
|||||
Cash
and cash equivalents
|
11,366
|
14,064
|
|||||
Restricted
cash
|
4,586
|
5,534
|
|||||
Deferred
financing costs, net
|
15,935
|
15,338
|
|||||
Other
assets
|
22,645
|
20,181
|
|||||
Goodwill
|
5,051
|
5,051
|
|||||
Assets
held for sale
|
7,328
|
-
|
|||||
Total
assets
|
$
|
1,630,919
|
$
|
1,570,457
|
|||
Liabilities
and Shareholders' Equity:
|
|||||||
Liabilities:
|
|||||||
Notes
payable
|
$
|
1,125,235
|
$
|
1,140,046
|
|||
Accounts
payable
|
5,986
|
3,278
|
|||||
Accrued
expenses and other liabilities
|
29,012
|
28,380
|
|||||
Security
deposits
|
7,209
|
6,429
|
|||||
Liabilities
associated with assets held for sale
|
290
|
-
|
|||||
Total
liabilities
|
1,167,732
|
1,178,133
|
|||||
Minority
interest
|
31,935
|
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;
|
|||||||
24,025,183
and 22,048,372 shares issued and outstanding at
|
|||||||
June
30, 2006, and December 31, 2005, respectively
|
240
|
220
|
|||||
Additional
paid-in capital
|
757,581
|
671,885
|
|||||
Other
|
-
|
(2,422
|
)
|
||||
Accumulated
distributions in excess of net income
|
(351,269
|
)
|
(314,352
|
)
|
|||
Accumulated
other comprehensive income (loss)
|
24,633
|
7,128
|
|||||
Total
shareholders' equity
|
431,252
|
362,526
|
|||||
Total
liabilities and shareholders' equity
|
$
|
1,630,919
|
$
|
1,570,457
|
|||
See
accompanying notes to condensed consolidated financial
statements.
|
Mid-America
Apartment Communities, Inc.
|
||||||||||||||||
Condensed
Consolidated Statements of
Operations
|
||||||||||||||||
Three
and six months ended June 30, 2006 and
2005
|
||||||||||||||||
(Dollars
in thousands, except per share data)
|
||||||||||||||||
Three
months ended
|
Six
months ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
|
2006
|
2005
|
2006
|
2005
|
||||||||||||
Operating
revenues:
|
||||||||||||||||
Rental
revenues
|
$
|
76,842
|
$
|
69,290
|
$
|
151,264
|
$
|
137,327
|
||||||||
Other
property revenues
|
3,470
|
3,124
|
6,994
|
6,011
|
||||||||||||
Total
property revenues
|
80,312
|
72,414
|
158,258
|
143,338
|
||||||||||||
Management
fee income
|
52
|
103
|
104
|
221
|
||||||||||||
Total
operating revenues
|
80,364
|
72,517
|
158,362
|
143,559
|
||||||||||||
Property
operating expenses:
|
||||||||||||||||
Personnel
|
9,437
|
8,633
|
18,456
|
16,907
|
||||||||||||
Building
repairs and maintenance
|
2,947
|
2,631
|
5,383
|
4,912
|
||||||||||||
Real
estate taxes and insurance
|
9,950
|
9,507
|
19,505
|
18,858
|
||||||||||||
Utilities
|
4,573
|
4,038
|
9,258
|
8,157
|
||||||||||||
Landscaping
|
2,132
|
1,950
|
4,222
|
3,878
|
||||||||||||
Other
operating
|
3,629
|
3,470
|
7,035
|
6,840
|
||||||||||||
Depreciation
|
19,515
|
18,244
|
38,286
|
36,135
|
||||||||||||
Total
property operating expenses
|
52,183
|
48,473
|
102,145
|
95,687
|
||||||||||||
Property
management expenses
|
3,464
|
2,892
|
5,975
|
5,700
|
||||||||||||
General
and administrative expenses
|
2,682
|
2,163
|
6,043
|
4,819
|
||||||||||||
Income
from continuing operations before non-operating items
|
22,035
|
18,989
|
44,199
|
37,353
|
||||||||||||
Interest
and other non-property income
|
215
|
130
|
332
|
287
|
||||||||||||
Interest
expense
|
(15,833
|
)
|
(14,404
|
)
|
(31,534
|
)
|
(28,073
|
)
|
||||||||
Loss
on debt extinguishment
|
(1
|
)
|
(90
|
)
|
(551
|
)
|
(94
|
)
|
||||||||
Amortization
of deferred financing costs
|
(504
|
)
|
(489
|
)
|
(989
|
)
|
(949
|
)
|
||||||||
Minority
interest in operating partnership income
|
(408
|
)
|
(778
|
)
|
(821
|
)
|
(1,038
|
)
|
||||||||
(Loss)
income from investments in real estate joint ventures
|
(35
|
)
|
(193
|
)
|
(119
|
)
|
125
|
|||||||||
Incentive
fee from real estate joint ventures
|
-
|
1,723
|
-
|
1,723
|
||||||||||||
Net
gain (loss) on insurance and other settlement proceeds
|
225
|
(16
|
)
|
225
|
(9
|
)
|
||||||||||
Gain
on sale of non-depreciable assets
|
-
|
334
|
-
|
334
|
||||||||||||
Gain
on disposition within real estate joint ventures
|
-
|
3,034
|
-
|
3,034
|
||||||||||||
Income
from continuing operations
|
5,694
|
8,240
|
10,742
|
12,693
|
||||||||||||
Discontinued
operations:
|
||||||||||||||||
Gain
from discontinued operations before
|
||||||||||||||||
asset
impairment, settlement proceeds and gain on sale
|
198
|
102
|
276
|
94
|
||||||||||||
Asset
impairment on discontinued operations
|
-
|
(149
|
)
|
-
|
(243
|
)
|
||||||||||
Net
loss on insurance and other settlement proceeds on
|
||||||||||||||||
discontinued
operations
|
-
|
-
|
-
|
(25
|
)
|
|||||||||||
Net
income
|
5,892
|
8,193
|
11,018
|
12,519
|
||||||||||||
Preferred
dividend distribution
|
3,491
|
3,635
|
6,981
|
7,348
|
||||||||||||
Net
income available for common shareholders
|
$
|
2,401
|
$
|
4,558
|
$
|
4,037
|
$
|
5,171
|
||||||||
Weighted
average shares outstanding (in thousands):
|
||||||||||||||||
Basic
|
23,152
|
21,351
|
22,645
|
21,140
|
||||||||||||
Effect
of dilutive stock options
|
222
|
274
|
228
|
279
|
||||||||||||
Diluted
|
23,374
|
21,625
|
22,873
|
21,419
|
||||||||||||
Net
income available for common shareholders
|
$
|
2,401
|
$
|
4,558
|
$
|
4,037
|
$
|
5,171
|
||||||||
Discontinued
property operations
|
(198
|
)
|
47
|
(276
|
)
|
174
|
||||||||||
Income
from continuing operations available for common
shareholders
|
$
|
2,203
|
$
|
4,605
|
$
|
3,761
|
$
|
5,345
|
||||||||
Earnings
per share - basic:
|
||||||||||||||||
Income
from continuing operations
|
||||||||||||||||
available
for common shareholders
|
$
|
0.09
|
$
|
0.22
|
$
|
0.17
|
$
|
0.25
|
||||||||
Discontinued
property operations
|
0.01
|
(0.01
|
)
|
0.01
|
(0.01
|
)
|
||||||||||
Net
income available for common shareholders
|
$
|
0.10
|
$
|
0.21
|
$
|
0.18
|
$
|
0.24
|
||||||||
Earnings
per share - diluted:
|
||||||||||||||||
Income
from continuing operations
|
||||||||||||||||
available
for common shareholders
|
$
|
0.09
|
$
|
0.21
|
$
|
0.17
|
$
|
0.25
|
||||||||
Discontinued
property operations
|
0.01
|
-
|
0.01
|
(0.01
|
)
|
|||||||||||
Net
income available for common shareholders
|
$
|
0.10
|
$
|
0.21
|
$
|
0.18
|
$
|
0.24
|
||||||||
Dividends
declared per common share
(1)
|
$
|
0.595
|
$
|
0.585
|
$
|
1.785
|
$
|
1.170
|
||||||||
(1) The
Company declared and paid $1.19 per common share during the six months
ended June 30, 2006.
|
||||||||||||||||
During
this same period the Company also declared an additional $0.595 per
common
share that will not be paid until July 31, 2006.
|
||||||||||||||||
See
accompanying notes to condensed consolidated financial
statements.
|
Mid-America
Apartment Communities, Inc.
|
|||||||
Condensed
Consolidated Statements of Cash Flows
|
|||||||
Six
Months Ended June 30, 2006 and 2005
|
|||||||
(Dollars
in thousands)
|
|||||||
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
11,018
|
$
|
12,519
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Gain
from discontinued operations before asset impairment,
settlement
|
|||||||
proceeds
and
gain on sale
|
(276
|
)
|
(94
|
)
|
|||
Depreciation
and amortization of deferred financing costs
|
39,275
|
37,084
|
|||||
Stock
compensation expense
|
646
|
392
|
|||||
Amortization
of debt premium
|
(930
|
)
|
(932
|
)
|
|||
Loss
(income) from investments in real estate joint
ventures
|
119
|
(125
|
)
|
||||
Minority
interest in operating partnership income
|
821
|
1,038
|
|||||
Loss
on debt extinguishment
|
551
|
94
|
|||||
Derivative
interest (income) expense
|
(120
|
)
|
-
|
||||
Gain
on sale of non-depreciable assets
|
-
|
(334
|
)
|
||||
Gain
on disposition within real estate joint ventures
|
-
|
(3,034
|
)
|
||||
Incentive
fee from real estate joint ventures
|
-
|
(1,723
|
)
|
||||
Net
loss on insurance and other settlement proceeds on
discontinued
|
|||||||
operations
|
-
|
25
|
|||||
Asset
impairment on discontinued operations
|
-
|
243
|
|||||
Net
(gain) loss on insurance and other settlement
proceeds
|
(225
|
)
|
9
|
||||
Changes
in assets and liabilities:
|
|||||||
Restricted
cash
|
689
|
(1,225
|
)
|
||||
Other
assets
|
2,741
|
5,555
|
|||||
Accounts
payable
|
2,874
|
1,672
|
|||||
Accrued
expenses and other
|
2,574
|
3,367
|
|||||
Security
deposits
|
780
|
453
|
|||||
Net
cash provided by operating activities
|
60,537
|
54,984
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of real estate and other assets
|
(82,213
|
)
|
(47,314
|
)
|
|||
Improvements
to existing real estate assets
|
(17,802
|
)
|
(10,521
|
)
|
|||
Distributions
from real estate joint ventures
|
137
|
14,755
|
|||||
Proceeds
from disposition of real estate assets
|
1,089
|
8,432
|
|||||
Net
cash used in investing activities
|
(98,789
|
)
|
(34,648
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
change in credit lines
|
1,659
|
(26,337
|
)
|
||||
Proceeds
from notes payable
|
13,235
|
19,486
|
|||||
Principal
payments on notes payable
|
(28,737
|
)
|
(1,320
|
)
|
|||
Payment
of deferred financing costs
|
(1,905
|
)
|
(493
|
)
|
|||
Proceeds
from issuances of common shares and units
|
87,892
|
20,951
|
|||||
Distributions
to unitholders
|
(2,990
|
)
|
(3,067
|
)
|
|||
Dividends
paid on common shares
|
(26,619
|
)
|
(24,725
|
)
|
|||
Dividends
paid on preferred shares
|
(6,981
|
)
|
(7,348
|
)
|
|||
Net
cash provided by financing activities
|
35,554
|
(22,853
|
)
|
||||
Net
decrease in cash and cash equivalents
|
(2,698
|
)
|
(2,517
|
)
|
|||
Cash
and cash equivalents, beginning of period
|
14,064
|
9,133
|
|||||
Cash
and cash equivalents, end of period
|
$
|
11,366
|
$
|
6,616
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Interest
paid
|
$
|
32,989
|
$
|
29,344
|
|||
Supplemental
disclosure of noncash investing and financing
activities:
|
|||||||
Conversion
of
units to common shares
|
$
|
136
|
$
|
20
|
|||
Issuance
of
restricted common shares
|
$
|
39
|
$
|
813
|
|||
Marked-to-market
adjustment on derivative instruments
|
$
|
17,505
|
$
|
2,308
|
|||
Fair
value adjustment on debt assumed
|
$
|
-
|
$
|
2,277
|
|||
Reclass
of preferred stock from equity to liabilities
|
$
|
-
|
$
|
10,000
|
|||
See
accompanying notes to condensed consolidated financial
statements.
|
Three
|
Six
|
|||||||||
Months
|
Months
|
|||||||||
Ended
|
Ended
|
|||||||||
June
30, 2005
|
June
30, 2005
|
|||||||||
Net
income
|
$
|
8,193
|
$
|
12,519
|
||||||
Preferred
dividend distribution
|
3,635
|
7,348
|
||||||||
Net
income available for
|
||||||||||
common
shareholders
|
4,558
|
5,171
|
||||||||
Add:
Stock-based employee
|
||||||||||
compensation
expense included
|
||||||||||
in
reported net income
|
-
|
-
|
||||||||
Less:
Stock-based employee
|
||||||||||
compensation
expense from
|
||||||||||
employee
stock purchase plan discount
|
7
|
14
|
||||||||
Less:
Stock-based employee
|
||||||||||
compensation
expense determined
|
||||||||||
under
fair value method of accounting
|
26
|
56
|
||||||||
Pro
forma net income available for
|
||||||||||
common
shareholders
|
$
|
4,525
|
$
|
5,101
|
||||||
Average
common shares outstanding - Basic
|
21,351
|
21,140
|
||||||||
Average
common shares outstanding - Diluted
|
21,625
|
21,419
|
||||||||
Net
income available per common share:
|
||||||||||
Basic
as reported
|
$
|
0.21
|
$
|
0.24
|
||||||
Basic
pro forma
|
$
|
0.21
|
$
|
0.24
|
||||||
Diluted
as reported
|
$
|
0.21
|
$
|
0.24
|
||||||
Diluted
pro forma
|
$
|
0.21
|
$
|
0.24
|
||||||
Assumptions:(1)
|
||||||||||
Risk
free interest rate
|
N/A
|
N/A
|
||||||||
Expected
life - Years
|
N/A
|
N/A
|
||||||||
Expected
volatility
|
N/A
|
N/A
|
||||||||
Expected
dividends
|
N/A
|
N/A
|
||||||||
(1)No
grants were issued in the periods shown.
|
Three
months ended June 30,
|
Six
months ended June 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Volatility
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||
Expected
life
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||
Risk-free
rate
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||
Dividend
yield
|
N/A
|
N/A
|
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
|
|||||||
Granted
|
-
|
-
|
|||||||||||
Exercised
|
(6,570
|
)
|
23.82
|
||||||||||
Forfeited
or expired
|
(13,820
|
)
|
25.52
|
||||||||||
Outstanding
at June 30, 2006
|
246,952
|
$
|
25.12
|
3.7
|
$
|
7,563,212
|
|||||||
Exercisable
at June 30, 2006
|
174,847
|
$
|
24.96
|
2.9
|
$
|
5,383,478
|
Weighted
|
|||||||
Average
|
|||||||
Grant-Date
|
|||||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
|||||
Nonvested
at January 1, 2006
|
5,375
|
$
|
22.19
|
||||
Granted
|
-
|
||||||
Vested
|
(1,075
|
)
|
$
|
22.19
|
|||
Forfeited
|
-
|
||||||
Nonvested
at March 31, 2006
|
4,300
|
$
|
22.19
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 2006
|
4,300
|
$
|
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
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
(4,561
|
)
|
$
|
25.65
|
|||
Nonvested
at June 30, 2006
|
81,916
|
$
|
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
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 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
|
||||
Granted
|
-
|
||||||
Vested
|
3,757
|
$
|
41.02
|
||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 2006
|
3,684
|
$
|
40.71
|
Weighted
|
|||||||
Average
|
|||||||
Grant-Date
|
|||||||
Nonvested
Shares
|
Shares
|
Fair
Value
|
|||||
Nonvested
at January 1, 2006
|
-
|
||||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at March 31, 2006
|
-
|
||||||
Granted
|
4,774
|
$
|
52.34
|
||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 2006
|
4,774
|
$
|
52.34
|
Volatility
|
17.10%
|
|
Expected
life in years
|
3
|
|
Risk-free
rate
|
3.77%
|
|
Dividend
yield
|
5.20%
|
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
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 2006
|
36,691
|
$
|
45.42
|
Volatility
|
6.38%
|
|
Expected
life in years
|
3
|
|
Risk-free
rate
|
1.99%
|
|
Dividend
yield
|
9.60%
|
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
|
||||
Granted
|
-
|
||||||
Vested
|
-
|
||||||
Forfeited
|
-
|
||||||
Nonvested
at June 30, 2006
|
75,895
|
$
|
34.72
|
Three
months
|
Six
months
|
||||||||||||
ended
June 30,
|
ended
June 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
income
|
$
|
5,892
|
$
|
8,193
|
$
|
11,018
|
$
|
12,519
|
|||||
Marked-to-market
adjustment
|
|||||||||||||
on
derivative instruments
|
7,088
|
(8,993
|
)
|
17,505
|
2,308
|
||||||||
Total
comprehensive income
|
$
|
12,980
|
$
|
(800
|
)
|
$
|
28,523
|
$
|
14,827
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenues
|
|||||||||||||
Rental
revenues
|
$
|
606
|
$
|
597
|
$
|
1,229
|
$
|
1,796
|
|||||
Other
revenues
|
26
|
(11
|
)
|
51
|
32
|
||||||||
Total
revenues
|
632
|
586
|
1,280
|
1,828
|
|||||||||
Expenses
|
|||||||||||||
Property
operating expenses
|
334
|
481
|
802
|
1,602
|
|||||||||
Interest
expense
|
100
|
3
|
202
|
132
|
|||||||||
Asset
impairment
|
-
|
149
|
-
|
243
|
|||||||||
Total
expense
|
434
|
633
|
1,004
|
1,977
|
|||||||||
Gain
(loss) from discontinued operations before
|
|||||||||||||
gain
on sale and settlement proceeds
|
198
|
(47
|
)
|
276
|
(149
|
)
|
|||||||
Net
loss on insurance and other settlement
|
|||||||||||||
proceeds
|
-
|
-
|
-
|
(25
|
)
|
||||||||
Gain
(loss) from discontinued operations
|
$
|
198
|
$
|
(47
|
)
|
$
|
276
|
$
|
(174
|
)
|
June
30, 2006
|
June
30, 2005
|
||||||
Total
Portfolio (includes partial ownership in joint ventures)
|
|||||||
Number
of apartment units
|
39,179
|
37,365
|
|||||
Number
of apartment communities
|
135
|
130
|
|||||
100%
Owned (excludes partial ownership in joint ventures)
|
|||||||
Number
of apartment units
|
38,657
|
36,843
|
|||||
Number
of apartment communities
|
134
|
129
|
|||||
Average
monthly rent (excluding joint ventures)
|
$
|
711
|
$
|
688
|
|||
Average
physical occupancy (excluding joint ventures)
|
95.0
|
%
|
94.2
|
%
|
Three
months
|
Six
months
|
||||||||||||
ended
June 30,
|
ended
June 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
income
|
$
|
5,892
|
$
|
8,193
|
$
|
11,018
|
$
|
12,519
|
|||||
Depreciation
of real estate assets
|
19,171
|
17,909
|
37,604
|
35,469
|
|||||||||
Net
(gain) loss on insurance and other settlement proceeds
|
(225
|
)
|
16
|
(225
|
)
|
9
|
|||||||
Gain
on dispositions within real estate joint ventures
|
-
|
(3,034
|
)
|
-
|
(3,034
|
)
|
|||||||
Net
loss on insurance and other settlement proceeds
|
|||||||||||||
of
discontinued operations
|
-
|
-
|
-
|
25
|
|||||||||
Depreciation
of real estate assets of
|
|||||||||||||
discontinued
operations
|
1
|
160
|
160
|
318
|
|||||||||
Depreciation
of real estate assets of
|
|||||||||||||
real
estate joint ventures
|
121
|
115
|
261
|
247
|
|||||||||
Preferred
dividend distribution
|
(3,491
|
)
|
(3,635
|
)
|
(6,981
|
)
|
(7,348
|
)
|
|||||
Minority
interest in operating partnership income
|
408
|
778
|
821
|
1,038
|
|||||||||
Funds
from operations
|
$
|
21,877
|
$
|
20,502
|
$
|
42,658
|
$
|
39,243
|
|||||
Weighted
average shares and units:
|
|||||||||||||
Basic
|
25,662
|
23,984
|
25,160
|
23,774
|
|||||||||
Diluted
|
25,884
|
24,258
|
25,387
|
24,053
|
Outstanding
|
|||||||||||||||||||
Balance/
|
Average
|
Average
|
Average
|
||||||||||||||||
Line
|
Line
|
Notional
|
Interest
|
Rate
|
Contract
|
||||||||||||||
Limit
|
Availability
|
Amount
|
Rate
|
Maturity
|
Maturity
|
||||||||||||||
COMBINED
DEBT
|
|||||||||||||||||||
Fixed
Rate or Swapped
|
|||||||||||||||||||
Conventional
|
$
|
876,062,701
|
5.7
|
%
|
5/19/2011
|
5/19/2011
|
|||||||||||||
Tax
Exempt
|
73,640,000
|
4.3
|
%
|
1/27/2012
|
1/27/2012
|
||||||||||||||
Subtotal
Fixed
Rate or Swapped
|
949,702,701
|
5.6
|
%
|
6/7/2011
|
6/7/2011
|
||||||||||||||
Variable
Rate
|
|||||||||||||||||||
Conventional
|
122,651,575
|
6.0
|
%
|
8/25/2006
|
5/9/2012
|
||||||||||||||
Tax
Exempt
|
10,855,004
|
4.5
|
%
|
7/15/2006
|
5/30/2020
|
||||||||||||||
Conventional
-
Capped
|
17,936,000
|
6.0
|
%
|
11/13/2009
|
11/13/2009
|
||||||||||||||
Tax
Exempt -
Capped
|
24,090,000
|
4.3
|
%
|
11/25/2009
|
11/25/2009
|
||||||||||||||
Subtotal
Variable
Rate
|
175,532,579
|
5.7
|
%
|
8/17/2006
|
3/11/2013
|
||||||||||||||
Total
Combined Debt Outstanding
|
$
|
1,125,235,280
|
5.6
|
%
|
9/6/2010
|
9/15/2011
|
|||||||||||||
UNDERLYING
DEBT
|
|||||||||||||||||||
Individual
Property Mortgages/Bonds
|
|||||||||||||||||||
Conventional
Fixed Rate
|
$
|
133,062,701
|
4.8
|
%
|
3/5/2015
|
3/5/2015
|
|||||||||||||
Tax
Exempt Fixed Rate
|
12,310,000
|
5.2
|
%
|
12/1/2028
|
12/1/2028
|
||||||||||||||
Tax
Exempt Variable Rate
|
4,760,004
|
4.7
|
%
|
7/15/2006
|
6/1/2028
|
||||||||||||||
FNMA
Credit Facilities
|
|||||||||||||||||||
Tax
Free Borrowings
|
$
|
91,515,000
|
$
|
91,515,000
|
91,515,000
|
4.3
|
%
|
7/15/2006
|
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
|
745,314,000
|
604,318,000
|
6.0
|
%
|
8/30/2006
|
4/2/2013
|
||||||||||||
Subtotal
FNMA Facilities
|
950,000,000
|
946,829,000
|
805,833,000
|
5.9
|
%
|
12/20/2006
|
10/11/2012
|
||||||||||||
Freddie
Mac Credit Facility I
|
100,000,000
|
96,404,000
|
96,404,000
|
5.9
|
%
|
9/7/2006
|
7/1/2011
|
||||||||||||
Freddie
Mac Credit Facility II
|
200,000,000
|
29,825,000
|
29,825,000
|
5.9
|
%
|
8/1/2006
|
6/2/2014
|
||||||||||||
AmSouth
Credit Facility
|
40,000,000
|
30,203,438
|
3,040,575
|
7.0
|
%
|
7/31/2006
|
5/24/2007
|
||||||||||||
Union
Planters Bank
|
40,000,000
|
6.2
|
%
|
7/30/2006
|
4/1/2009
|
||||||||||||||
Total
Underlying Debt Outstanding
|
$
|
1,125,235,280
|
5.7
|
%
|
2/16/2008
|
2/4/2013
|
|||||||||||||
HEDGING
INSTRUMENTS
|
|||||||||||||||||||
Interest
Rate Swaps
|
|||||||||||||||||||
LIBOR
indexed
|
$
|
633,000,000
|
4.8
|
%
|
10/14/2010
|
||||||||||||||
LIBOR
indexed (forward swap)
|
10,000,000
|
5.7
|
%
|
3/1/2014
|
|||||||||||||||
BMA
indexed
|
61,330,000
|
3.3
|
%
|
9/10/2008
|
|||||||||||||||
Total
Interest Rate Swaps
|
$
|
704,330,000
|
4.7
|
%
|
8/25/2010
|
||||||||||||||
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)
|
$
|
21,912
|
$
|
7,023
|
$
|
109,900
|
$
|
106,201
|
$
|
121,268
|
$
|
758,931
|
$
|
1,125,235
|
||||||||
Operating
Lease
|
2
|
4
|
4
|
-
|
-
|
-
|
10
|
|||||||||||||||
Total
|
$
|
21,914
|
$
|
7,027
|
$
|
109,904
|
$
|
106,201
|
$
|
121,268
|
$
|
758,931
|
$
|
1,125,245
|
||||||||
(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.
|
For
|
Withheld
|
|||
George
E. Cates
|
19,592,256
|
142,407
|
||
John
S. Grinalds
|
19,671,281
|
63,382
|
||
Simon
R.C. Wadsworth
|
18,578,247
|
1,156,416
|
||
Mary
E. McCormick
|
19,690,910
|
43,753
|
For
|
Against
|
Abstain
|
||||
Ernst
& Young LLP
|
19,678,789
|
28,588
|
27,285
|
(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 (Filed as Exhibit 3.12 to the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006 and incorporated herein
by
reference).
|
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 between the Registrant and Simon R.C. Wadsworth (Filed
as
Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 and incorporated herein by
reference).
|
10.4
†
|
Fourth
Amended and Restated 1994 Restricted Stock and Stock Option Plan
(Filed as
Exhibit A to the Registrant’s Proxy Statement filed on April 24, 2002 and
incorporated herein by reference).
|
10.5
|
AmSouth
Revolving Credit Agreement (Amended and Restated) dated July 17,
2003
(Filed as Exhibit 10.10 to the Registrant’s Registration Statement on Form
S-3/A (File Number 333-112469) and incorporated herein by
reference).
|
10.6
|
First
Amendment to Amended and Restated Revolving Credit Agreement (AmSouth)
dated May 19, 2004 (Filed as Exhibit 10.10 to the Registrant’s Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2004
and
incorporated herein by reference).
|
10.7
|
Second
Amendment to Amended and Restated Revolving Credit Agreement (AmSouth)
dated May 23, 2005 (Filed as Exhibit 10.7 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 and
incorporated herein by reference).
|
10.8
|
Second
Amended and Restated Master Credit Facility Agreement by and among
Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities,
Inc. and Mid-America Apartments, L.P., dated March 30, 2004 (Filed
as
Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 and incorporated herein by
reference).
|
10.9
|
First
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated March 31,
2004
(Filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.10
|
Second
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated April 30,
2004
(Filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.11
|
Third
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated August
3, 2004
(Filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.12
|
Fourth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated August
31, 2004
(Filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.13
|
Fifth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated October
1, 2004
(Filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.14
|
Sixth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated December
1, 2004
(Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2004 and incorporated herein
by
reference).
|
10.15
|
Seventh
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated December
15,
2004 (Filed as Exhibit 10.19 to the Registrant’s Annual Report on Form
10-K/A for the fiscal year ended December 31, 2004 and incorporated
herein
by reference).
|
10.16
|
Eighth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated March 31,
2005
(Filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2005 and incorporated herein by
reference).
|
10.17
|
Ninth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated September
23,
2005 (Filed as Exhibit 10.17 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2005 and incorporated
herein
by reference).
|
10.18
|
Tenth
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated December
16,
2005 (Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2005 and incorporated
herein
by reference).
|
10.19
|
Eleventh
Amendment to Second Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc. and Mid-America Apartments, L.P., dated February
22,
2006 (Filed as Exhibit 10.19 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2005 and incorporated
herein
by reference).
|
10.20
|
Third
Amended and Restated Master Credit Facility Agreement by and among
Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities,
Inc., Mid-America Apartments, L.P. and Mid-America Apartments of
Texas,
L.P., dated March 30, 2004 (Filed as Exhibit 10.20 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2005 and
incorporated herein by reference).
|
10.21
|
First
Amendment to Third Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments
of Texas, L.P. dated March 31, 2004 (Filed as Exhibit 10.21 to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and incorporated herein by
reference).
|
10.22
|
Second
Amendment to the Third Amended and Restated Master Credit Facility
Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America
Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America
Apartments of Texas, L.P. dated as of August 3, 2004 (Filed as Exhibit
10.21 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2004 and incorporated herein by
reference).
|
10.23
|
Third
Amendment to the Third Amended and Restated Master Credit Facility
Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America
Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America
Apartments of Texas, L.P. dated as of December 1, 2004 (Filed as
Exhibit
10.22 to the Registrant’s Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2004 and incorporated herein by
reference).
|
10.24
|
Fourth
Amendment to Third Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments
of Texas, L.P. dated March 31, 2005 (Filed as Exhibit 10.24 to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and incorporated herein by reference).
|
10.25
|
Fifth
Amendment to Third Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments
of Texas, L.P. dated September 23, 2005 (Filed as Exhibit 10.25 to
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and incorporated herein by reference).
|
10.26
|
Sixth
Amendment to Third Amended and Restated Master Credit Facility Agreement
by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment
Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments
of Texas, L.P. dated February 22, 2006 (Filed as Exhibit 10.26 to
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and incorporated herein by reference).
|
10.27
|
Master
Reimbursement Agreement by and among Fannie Mae, Mid-America Apartments,
L.P. and Fairways- Columbia, L.P. dated June 1, 2001 (Filed as Exhibit
10.17 to the Registrant’s Registration Statement on Form S-3/A (File
Number 333-112469) and incorporated herein by
reference).
|
10.28
|
Amendment
No. 1 to Master Reimbursement Agreement by and among Fannie Mae,
Mid-America Apartments, L.P. and Fairways-Columbia, L.P. dated December
24, 2002 (Filed as Exhibit 10.18 to the Registrant’s Registration
Statement on Form S-3/A (File Number 333-112469) and incorporated
herein
by reference).
|
10.29
|
Amendment
No. 2 to Master Reimbursement Agreement by and among Fannie Mae,
Mid-America Apartments, L.P. and Fairways-Columbia, L.P. dated May
30,
2003 (Filed as Exhibit 10.19 to the Registrant’s Registration Statement on
Form S-3/A (File Number 333-112469) and incorporated herein by
reference).
|
10.30
|
Amendment
No. 3 to Master Reimbursement Agreement by and among Fannie Mae,
Mid-America Apartments, L.P., Mid-America Apartment Communities,
Inc. and
Mid-America Apartments of Texas, L.P. dated March 2, 2004 (Filed
as
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 and incorporated herein by
reference).
|
10.31
|
Amendment
No. 4 to Master Reimbursement Agreement by and among Fannie Mae,
Mid-America Apartments, L.P., Mid-America Apartment Communities,
Inc. and
Mid-America Apartments of Texas, L.P. dated November 17, 2005 (Filed
as
Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 and incorporated herein by
reference).
|
10.32
|
Amendment
No. 5 to Master Reimbursement Agreement by and among Fannie Mae,
Mid-America Apartments, L.P., Mid-America Apartment Communities,
Inc. and
Mid-America Apartments of Texas, L.P. dated February 23, 2006 (Filed
as
Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 and incorporated herein by
reference).
|
10.33
|
Consent,
Modification, Assumption of Indemnity Obligations and Release Agreement
dated November 4, 2004, (Sunset Valley Apartments, Texas) (Filed
as
Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2004 and incorporated herein by
reference).
|
10.34
|
Consent,
Modification, Assumption of Indemnity Obligations and Release Agreement
dated November 4, 2004 (Village Apartments, Texas) (Filed as Exhibit
10.29
to the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2004 and incorporated herein by
reference).
|
10.35
|
Consent,
Modification, Assumption of Indemnity Obligations and Release Agreement
dated November 4, 2004, (Coral Springs Apartments, Florida) (Filed
as
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2004 and incorporated herein by
reference).
|
10.36
|
Credit
Agreement dated September 28, 1998 by and among Jefferson Village,
L.P.,
Jefferson at Sunset Valley, L.P. and JPI Coral Springs, L.P. (Filed
as
Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2004 and incorporated herein by
reference).
|
10.37
|
Credit
Agreement by and among Mid-America Apartment Communities, Inc.,
Mid-America Apartments L.P. and Mid-America Apartments of Texas,
L.P. and
Financial Federal Savings Bank dated June 29, 2004 (Filed as Exhibit
10.1
to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004 and incorporated herein by reference).
|
10.38
|
Master
Credit Facility Agreement by and among Mid-America Apartments, L.P.,
Mid-America Apartment Communities, Inc., Mid-America Apartments of
Texas,
L.P. and Prudential Multifamily Mortgage, Inc. dated March 2, 2004
(Filed
as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 and incorporated herein by
reference).
|
10.39
|
Amendment
No. 1 to Master Credit Facility Agreement by and among Mid-America
Apartments, L.P., Mid-America Apartment Communities, Inc., Mid-America
Apartments of Texas, L.P. and Prudential Multifamily Mortgage, Inc.
dated
November 17, 2005 (Filed as Exhibit 10.39 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 and
incorporated herein by reference).
|
10.40
|
Amendment
No. 2 to Master Credit Facility Agreement by and among Mid-America
Apartments, L.P., Mid-America Apartment Communities, Inc., Mid-America
Apartments of Texas, L.P. and Prudential Multifamily Mortgage, Inc.
dated
February 23, 2006 (Filed as Exhibit 10.40 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 and
incorporated herein by reference).
|
10.41
|
Credit
Agreement by and among Mid-America Apartment Communities, Inc.,
Mid-America Apartments L.P. and Mid-America Apartments of Texas,
L.P. and
Financial Federal Savings Bank dated June 2, 2006 (Filed as Exhibit
10 to
the Registrant’s Current Report on Form 8-K filed on June 7, 2006 and
incorporated herein by reference).
|
10.42†
|
Mid-America
Apartment Communities, Inc. Non-Qualified Deferred Compensation Plan
for
Outside Company Directors as Amended Effective January, 1 2005 (Filed
as
Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2004 and incorporated herein by reference).
|
10.43†
|
Mid-America
Apartment Communities Non-Qualified Deferred Compensation Retirement
Plan
as Amended Effective January 1, 2005 (Filed as Exhibit 10.34 to the
Registrant’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2004 and incorporated herein by reference).
|
10.44
†
|
Mid-America
Apartment Communities 2005 Key Management Restricted Stock Plan (Filed
as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May
20, 2005 and incorporated herein by reference).
|
10.45†
|
Form
of Restricted Stock Agreement (Filed as Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K filed on March 11, 2005 and incorporated
herein
by reference).
|
10.46†
|
2006
Executive Annual Bonus Program (Filed as Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on March 20, 2006 and incorporated
herein
by reference).
|
14
|
Code
of Ethics (Filed as Exhibit 14.1 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2003 and incorporated
herein
by reference).
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
†
Management contract or compensatory plan or
arrangement.
|