Item 16. Form 10-K Summary.
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Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MID-AMERICA APARTMENT COMMUNITIES, INC. | ||
| Date: | February 20, 2020 | /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 20, 2020 | /s/ H. Eric Bolton, Jr. |
| H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) | ||
| Date: | February 20, 2020 | /s/ Albert M. Campbell, III |
| Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| Date: | February 20, 2020 | /s/ A. Clay Holder |
| A. Clay Holder Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
| Date: | February 20, 2020 | /s/ Russell R. French |
| Russell R. French Director | ||
| Date: | February 20, 2020 | /s/ Alan B. Graf, Jr. |
| Alan B. Graf, Jr. Director | ||
| Date: | February 20, 2020 | /s/ Toni Jennings |
| Toni Jennings Director | ||
| Date: | February 20, 2020 | /s/ James K. Lowder |
| James K. Lowder Director | ||
| Date: | February 20, 2020 | /s/ Thomas H. Lowder |
| Thomas H. Lowder Director | ||
| Date: | February 20, 2020 | /s/ Monica McGurk |
| Monica McGurk Director | ||
| Date: | February 20, 2020 | /s/ Claude B. Nielsen |
| Claude B. Nielsen Director | ||
| Date: | February 20, 2020 | /s/ Philip W. Norwood |
| Philip W. Norwood Director | ||
| Date: | February 20, 2020 | /s/ W. Reid Sanders |
| W. Reid Sanders Director | ||
| Date: | February 20, 2020 | /s/ Gary Shorb |
| Gary Shorb Director | ||
| Date: | February 20, 2020 | /s/ David P. Stockert |
| David P. Stockert Director |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MID-AMERICA APARTMENTS, L.P. | ||
| a Tennessee Limited Partnership | ||
| By: Mid-America Apartment Communities, Inc., its general partner | ||
| Date: | February 20, 2020 | /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 20, 2020 | /s/ H. Eric Bolton, Jr. |
| H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) | ||
| Date: | February 20, 2020 | /s/ Albert M. Campbell, III |
| Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| Date: | February 20, 2020 | /s/ A. Clay Holder |
| A. Clay Holder Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
| Date: | February 20, 2020 | /s/ Russell R. French |
| Russell R. French Director | ||
| Date: | February 20, 2020 | /s/ Alan B. Graf, Jr. |
| Alan B. Graf, Jr. Director | ||
| Date: | February 20, 2020 | /s/ Toni Jennings |
| Toni Jennings Director | ||
| Date: | February 20, 2020 | /s/ James K. Lowder |
| James K. Lowder Director | ||
| Date: | February 20, 2020 | /s/ Thomas H. Lowder |
| Thomas H. Lowder Director | ||
| Date: | February 20, 2020 | /s/ Monica McGurk |
| Monica McGurk Director | ||
| Date: | February 20, 2020 | /s/ Claude B. Nielsen |
| Claude B. Nielsen Director | ||
| Date: | February 20, 2020 | /s/ Philip W. Norwood |
| Philip W. Norwood Director | ||
| Date: | February 20, 2020 | /s/ W. Reid Sanders |
| W. Reid Sanders Director | ||
| Date: | February 20, 2020 | /s/ Gary Shorb |
| Gary Shorb Director | ||
| Date: | February 20, 2020 | /s/ David P. Stockert |
| David P. Stockert Director |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc. (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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 20, 2020 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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Loss Contingencies | ||
| Description of the Matter | As discussed in Note 11 to the consolidated financial statements, two separate class action lawsuits were filed against the Company in 2016 and 2017. The lawsuits both relate to purported late-fee violations in the state of Texas. In 2018, the plaintiffs’ motion for partial summary judgment was granted. Given the class certification and summary judgment ruling, management estimates that the Company’s maximum exposure in the lawsuits is $63.0 million. Auditing management’s evaluation of an accrual for, and disclosure of, loss contingencies related to the class action lawsuits was especially challenging because management’s evaluation of the likelihood and amount of loss and range of potential loss is highly subjective and requires significant judgment. In particular, management’s evaluation considers, among other factors, the nature of the claim, the asserted or possible damages, the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisors, the Company’s experience in similar matters, the facts available at the time of the assessment, and how the Company intends to respond, or has responded, to the claim, which involves a series of complex judgments about future events. | |
F-1
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the evaluation of the class action lawsuits, including controls related to the Company’s assessment and measurement of its best estimate of maximum exposure. For example, we tested controls over management’s review and approval of the legal reserves and related disclosures. To test the Company’s assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, our audit procedures included, among others, reading summaries of the proceedings and related lawsuit correspondence, requesting and receiving written responses to our inquiries of internal and external legal counsel and meeting with internal and external legal counsel to discuss developments related to the legal matters and case progression. To test the measurement of management’s estimate of maximum exposure, among other procedures, we evaluated the method of measuring the maximum exposure and related assumptions, tested the accuracy and completeness of the data, and reviewed correspondence received from internal and external counsel used to determine the estimate of maximum exposure that was disclosed. | |
| Valuation of Embedded Derivative | ||
| Description of the Matter | 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, 2019, the fair value of the Company’s embedded derivative asset was $36.5 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 coupon yields on preferred stock issuances 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 20, 2020
F-2
Report of Independent Registered Public Accounting Firm
To the Partners of Mid-America Apartments, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the Partnership) as of December 31, 2019 and 2018, 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, 2019, 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 Partnership at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the 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 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 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 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.
/s/ Ernst & Young LLP
We have served as the Partnership's auditor since 2012.
Memphis, Tennessee
February 20, 2020
F-3
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, 2019, 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, 2019, 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, 2019 and 2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 20, 2020 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 20, 2020
F-4
Mid-America Apartment Communities, Inc.
Consolidated Balance Sheets
December 31, 2019 and 2018
(Dollars in thousands, except share and per share data)
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Real estate assets: | ||||||||
| Land | $ | 1,905,757 | $ | 1,868,828 | ||||
| Buildings and improvements and other | 11,841,978 | 11,670,216 | ||||||
| Development and capital improvements in progress | 116,424 | 59,506 | ||||||
| 13,864,159 | 13,598,550 | |||||||
| Less: Accumulated depreciation | (2,955,253 | ) | (2,549,287 | ) | ||||
| 10,908,906 | 11,049,263 | |||||||
| Undeveloped land | 34,548 | 58,257 | ||||||
| Investment in real estate joint venture | 43,674 | 44,181 | ||||||
| Real estate assets, net | 10,987,128 | 11,151,701 | ||||||
| Cash and cash equivalents | 20,476 | 34,259 | ||||||
| Restricted cash | 50,065 | 17,414 | ||||||
| Other assets | 172,781 | 120,407 | ||||||
| Total assets | $ | 11,230,450 | $ | 11,323,781 | ||||
| Liabilities and equity | ||||||||
| Liabilities: | ||||||||
| Unsecured notes payable | $ | 3,828,201 | $ | 4,053,302 | ||||
| Secured notes payable | 626,397 | 475,026 | ||||||
| Accrued expenses and other liabilities | 472,262 | 413,850 | ||||||
| Total liabilities | 4,926,860 | 4,942,178 | ||||||
| Redeemable common stock | 14,131 | 9,414 | ||||||
| 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, 2019 and December 31, 2018, respectively. | 9 | 9 | ||||||
| Common stock, $0.01 par value per share, 145,000,000 shares authorized; 114,246,393 and 113,844,267 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively (1) | 1,140 | 1,136 | ||||||
| Additional paid-in capital | 7,166,073 | 7,138,170 | ||||||
| Accumulated distributions in excess of net income | (1,085,479 | ) | (989,263 | ) | ||||
| Accumulated other comprehensive loss | (13,178 | ) | (212 | ) | ||||
| Total MAA shareholders' equity | 6,068,565 | 6,149,840 | ||||||
| Noncontrolling interests - Operating Partnership units | 214,647 | 220,043 | ||||||
| Total Company's shareholders' equity | 6,283,212 | 6,369,883 | ||||||
| Noncontrolling interests - consolidated real estate entities | 6,247 | 2,306 | ||||||
| Total equity | 6,289,459 | 6,372,189 | ||||||
| Total liabilities and equity | $ | 11,230,450 | $ | 11,323,781 |
| (1) | Number of shares issued and outstanding represent 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, 2019 and December 31, 2018 are 107,162 and 98,371 shares, respectively. |
|---|
See accompanying notes to consolidated financial statements.
F-5
Mid-America Apartment Communities, Inc.
Consolidated Statements of Operations
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands, except per share data)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||||||
| Rental and other property revenues | $ | 1,641,017 | $ | 1,571,346 | $ | 1,528,987 | ||||||
| Expenses: | ||||||||||||
| Operating expense, excluding real estate taxes and insurance | 377,453 | 371,095 | 364,190 | |||||||||
| Real estate taxes and insurance | 235,392 | 223,493 | 212,541 | |||||||||
| Depreciation and amortization | 496,843 | 489,759 | 493,708 | |||||||||
| Total property operating expenses | 1,109,688 | 1,084,347 | 1,070,439 | |||||||||
| Property management expenses | 55,011 | 47,633 | 43,588 | |||||||||
| General and administrative expenses | 46,121 | 34,786 | 40,194 | |||||||||
| Merger and integration related expenses | — | 9,112 | 19,990 | |||||||||
| Interest expense | 179,847 | 173,594 | 154,751 | |||||||||
| (Gain) loss on sale of depreciable real estate assets | (80,988 | ) | 39 | (127,386 | ) | |||||||
| Gain on sale of non-depreciable real estate assets | (12,047 | ) | (4,532 | ) | (21 | ) | ||||||
| Other non-operating income | (25,275 | ) | (5,434 | ) | (14,353 | ) | ||||||
| Income before income tax expense | 368,660 | 231,801 | 341,785 | |||||||||
| Income tax expense | (3,696 | ) | (2,611 | ) | (2,619 | ) | ||||||
| Income from continuing operations before real estate joint venture activity | 364,964 | 229,190 | 339,166 | |||||||||
| Income from real estate joint venture | 1,654 | 1,832 | 1,370 | |||||||||
| Net income | 366,618 | 231,022 | 340,536 | |||||||||
| Net income attributable to noncontrolling interests | 12,807 | 8,123 | 12,157 | |||||||||
| Net income available for shareholders | 353,811 | 222,899 | 328,379 | |||||||||
| Dividends to MAA Series I preferred shareholders | 3,688 | 3,688 | 3,688 | |||||||||
| Net income available for MAA common shareholders | $ | 350,123 | $ | 219,211 | $ | 324,691 | ||||||
| Earnings per common share - basic: | ||||||||||||
| Net income available for MAA common shareholders | $ | 3.07 | $ | 1.93 | $ | 2.86 | ||||||
| Earnings per common share - diluted: | ||||||||||||
| Net income available for MAA common shareholders | $ | 3.07 | $ | 1.93 | $ | 2.86 |
See accompanying notes to consolidated financial statements.
F-6
Mid-America Apartment Communities, Inc.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Other comprehensive (loss) income: | ||||||||||||
| Unrealized (loss) gain from derivative instruments | (11,676 | ) | (751 | ) | 319 | |||||||
| Adjustment for net (gains) losses reclassified to net income from derivative instruments | (1,747 | ) | (1,938 | ) | 730 | |||||||
| Total comprehensive income | 353,195 | 228,333 | 341,585 | |||||||||
| Less: Comprehensive income attributable to noncontrolling interests | (12,350 | ) | (8,036 | ) | (12,193 | ) | ||||||
| Comprehensive income attributable to MAA | $ | 340,845 | $ | 220,297 | $ | 329,392 |
See accompanying notes to consolidated financial statements.
F-7
Mid-America Apartment Communities, Inc.
Consolidated Statements of Equity
Years ended December 31, 2019, 2018 and 2017
(Dollars and shares in thousands)
| Mid-America Apartment Communities, Inc. Shareholders | Noncontrolling | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock | Common Stock | Additional | Accumulated Distributions | Accumulated Other | Noncontrolling Interests - | Interests - Consolidated | Redeemable | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital | in Excess of Net Income | Comprehensive (Loss) Income | Operating Partnership | Real Estate Entities | Total Equity | Common Stock | |||||||||||||||||||||||||||||||||||
| EQUITY BALANCE DECEMBER 31, 2016 | 868 | $ | 9 | 113,415 | $ | 1,133 | $ | 7,109,012 | $ | (707,479 | ) | $ | 1,144 | $ | 235,976 | $ | 2,306 | $ | 6,642,101 | $ | 10,073 | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | 328,379 | — | 12,157 | — | 340,536 | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income - derivative instruments | — | — | — | — | — | — | 1,013 | 36 | — | 1,049 | — | ||||||||||||||||||||||||||||||||||
| Issuance and registration of common shares | — | — | 137 | 1 | 615 | — | — | — | — | 616 | 1,588 | ||||||||||||||||||||||||||||||||||
| Issuance and registration of preferred shares | — | — | — | — | 2,007 | — | — | — | — | 2,007 | — | ||||||||||||||||||||||||||||||||||
| Shares repurchased and retired | — | — | (51 | ) | — | (4,782 | ) | — | — | — | — | (4,782 | ) | — | |||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 10 | — | 218 | — | — | — | — | 218 | — | ||||||||||||||||||||||||||||||||||
| Shares issued in exchange for common units | — | — | 29 | — | 1,602 | — | — | (1,602 | ) | — | — | — | |||||||||||||||||||||||||||||||||
| Shares issued in exchange for redeemable stock | — | — | — | — | 1,482 | — | — | — | — | 1,482 | (1,482 | ) | |||||||||||||||||||||||||||||||||
| Redeemable stock fair market value adjustment | — | — | — | — | — | (229 | ) | — | — | — | (229 | ) | 229 | ||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interests in Operating Partnership | — | — | — | — | 42 | — | — | (42 | ) | — | — | — | |||||||||||||||||||||||||||||||||
| Amortization of unearned compensation | — | — | — | — | 10,916 | (114 | ) | — | — | — | 10,802 | — | |||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | (3,688 | ) | — | — | — | (3,688 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on common stock ($3.5325 per share) | — | — | — | — | — | (401,369 | ) | — | — | — | (401,369 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on noncontrolling interests units ($3.5325 per unit) | — | — | — | — | — | — | — | (14,849 | ) | — | (14,849 | ) | — | ||||||||||||||||||||||||||||||||
| EQUITY BALANCE DECEMBER 31, 2017 | 868 | $ | 9 | 113,540 | $ | 1,134 | $ | 7,121,112 | $ | (784,500 | ) | $ | 2,157 | $ | 231,676 | $ | 2,306 | $ | 6,573,894 | $ | 10,408 | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | 222,899 | — | 8,123 | — | 231,022 | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss - derivative instruments | — | — | — | — | — | — | (2,602 | ) | (87 | ) | — | (2,689 | ) | — | |||||||||||||||||||||||||||||||
| Issuance and registration of common shares | — | — | 142 | 1 | (264 | ) | — | — | — | — | (263 | ) | 1,482 | ||||||||||||||||||||||||||||||||
| Shares repurchased and retired | — | — | (34 | ) | — | (2,921 | ) | — | — | — | — | (2,921 | ) | — | |||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 18 | — | 916 | — | — | — | — | 916 | — | ||||||||||||||||||||||||||||||||||
| Shares issued in exchange for common units | — | — | 80 | 1 | 4,443 | — | — | (4,444 | ) | — | — | — | |||||||||||||||||||||||||||||||||
| Shares issued in exchange for redeemable stock | — | — | — | — | 1,915 | — | — | — | — | 1,915 | (1,915 | ) | |||||||||||||||||||||||||||||||||
| Redeemable stock fair market value adjustment | — | — | — | — | — | 561 | — | — | — | 561 | (561 | ) | |||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interests in Operating Partnership | — | — | — | — | 66 | — | — | (66 | ) | — | — | — | |||||||||||||||||||||||||||||||||
| Cumulative adjustment due to adoption of ASU 2017-12 | — | — | — | — | — | (233 | ) | 233 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Amortization of unearned compensation | — | — | — | — | 12,903 | — | — | — | — | 12,903 | — | ||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | (3,688 | ) | — | — | — | (3,688 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on common stock ($3.7275 per share) | — | — | — | — | — | (424,302 | ) | — | — | — | (424,302 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on noncontrolling interests units ($3.7275 per unit) | — | — | — | — | — | — | — | (15,159 | ) | — | (15,159 | ) | — | ||||||||||||||||||||||||||||||||
| EQUITY BALANCE DECEMBER 31, 2018 | 868 | $ | 9 | 113,746 | $ | 1,136 | $ | 7,138,170 | $ | (989,263 | ) | $ | (212 | ) | $ | 220,043 | $ | 2,306 | $ | 6,372,189 | $ | 9,414 | |||||||||||||||||||||||
| Net income | — | — | — | — | — | 353,811 | — | 12,671 | 136 | 366,618 | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss - derivative instruments | — | — | — | — | — | — | (12,966 | ) | (457 | ) | — | (13,423 | ) | — | |||||||||||||||||||||||||||||||
| Issuance and registration of common shares | — | — | 338 | 4 | 20,496 | — | — | — | — | 20,500 | 1,651 | ||||||||||||||||||||||||||||||||||
| Shares repurchased and retired | — | — | (37 | ) | — | (3,724 | ) | — | — | — | — | (3,724 | ) | — | |||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 48 | — | 2,881 | — | — | — | — | 2,881 | — | ||||||||||||||||||||||||||||||||||
| Shares issued in exchange for common units | — | — | 44 | — | 2,366 | — | — | (2,366 | ) | — | — | — | |||||||||||||||||||||||||||||||||
| Shares issued in exchange for redeemable stock | — | — | — | — | 575 | — | — | — | — | 575 | (575 | ) | |||||||||||||||||||||||||||||||||
| Redeemable stock fair market value adjustment | — | — | — | — | — | (3,641 | ) | — | — | — | (3,641 | ) | 3,641 | ||||||||||||||||||||||||||||||||
| Adjustment for noncontrolling interests in Operating Partnership | — | — | — | — | (816 | ) | — | — | 816 | — | — | — | |||||||||||||||||||||||||||||||||
| Amortization of unearned compensation | — | — | — | — | 14,684 | — | — | — | — | 14,684 | — | ||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | (3,688 | ) | — | — | — | (3,688 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on common stock ($3.8800 per share) | — | — | — | — | — | (442,698 | ) | — | — | — | (442,698 | ) | — | ||||||||||||||||||||||||||||||||
| Dividends on noncontrolling interests units ($3.8800 per unit) | — | — | — | — | — | — | — | (16,060 | ) | — | (16,060 | ) | — | ||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest | — | — | — | — | (8,559 | ) | — | — | — | (2,321 | ) | (10,880 | ) | — | |||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | — | — | — | 6,126 | 6,126 | — | ||||||||||||||||||||||||||||||||||
| EQUITY BALANCE DECEMBER 31, 2019 | 868 | $ | 9 | 114,139 | $ | 1,140 | $ | 7,166,073 | $ | (1,085,479 | ) | $ | (13,178 | ) | $ | 214,647 | $ | 6,247 | $ | 6,289,459 | $ | 14,131 |
See accompanying notes to consolidated financial statements.
F-8
Mid-America Apartment Communities, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 497,790 | 490,995 | 494,540 | |||||||||
| (Gain) loss on sale of depreciable real estate assets | (80,988 | ) | 39 | (127,386 | ) | |||||||
| Gain on sale of non-depreciable real estate assets | (12,047 | ) | (4,532 | ) | (21 | ) | ||||||
| Stock compensation expense | 13,654 | 12,444 | 10,570 | |||||||||
| Amortization of debt issuance costs, discounts and premiums | 5,778 | (4,990 | ) | (9,810 | ) | |||||||
| Net change in operating accounts and other operating activities | (9,385 | ) | 9,314 | (47,629 | ) | |||||||
| Net cash provided by operating activities | 781,420 | 734,292 | 660,800 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of real estate and other assets | (105,106 | ) | (129,487 | ) | (136,065 | ) | ||||||
| Capital improvements, development and other | (303,097 | ) | (254,715 | ) | (343,890 | ) | ||||||
| Distributions from real estate joint ventures | 507 | 775 | — | |||||||||
| Contributions to affiliates | (5,391 | ) | (2,905 | ) | (1,500 | ) | ||||||
| Proceeds from disposition of real estate assets | 174,814 | 19,982 | 187,245 | |||||||||
| Net cash used in investing activities | (238,273 | ) | (366,350 | ) | (294,210 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from lines of credit | 565,000 | 1,540,000 | 805,000 | |||||||||
| Repayments of lines of credit | (1,105,000 | ) | (1,490,000 | ) | (965,000 | ) | ||||||
| Net proceeds from commercial paper | 70,000 | — | — | |||||||||
| Proceeds from notes payable | 1,059,289 | 869,630 | 597,480 | |||||||||
| Principal payments on notes payable | (657,619 | ) | (878,610 | ) | (413,557 | ) | ||||||
| Payment of deferred financing costs | (14,274 | ) | (6,060 | ) | (5,358 | ) | ||||||
| Distributions to noncontrolling interests | (15,939 | ) | (15,079 | ) | (14,654 | ) | ||||||
| Dividends paid on common shares | (437,743 | ) | (419,849 | ) | (395,294 | ) | ||||||
| Dividends paid on preferred shares | (3,688 | ) | (3,688 | ) | (3,688 | ) | ||||||
| Net change in other financing activities | 15,695 | (1,480 | ) | (4,452 | ) | |||||||
| Net cash used in financing activities | (524,279 | ) | (405,136 | ) | (399,523 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 18,868 | (37,194 | ) | (32,933 | ) | |||||||
| Cash, cash equivalents and restricted cash, beginning of period | 51,673 | 88,867 | 121,800 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 70,541 | $ | 51,673 | $ | 88,867 |
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: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 20,476 | $ | 34,259 | $ | 10,750 | ||||||
| Restricted cash | 50,065 | 17,414 | 78,117 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 70,541 | $ | 51,673 | $ | 88,867 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Interest paid | $ | 169,743 | $ | 184,834 | $ | 166,757 | ||||||
| Income taxes paid | 2,546 | 2,550 | 2,366 | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||||||
| Conversion of OP Units to shares of common stock | $ | 2,366 | $ | 4,443 | $ | 1,602 | ||||||
| Accrued construction in progress | 9,298 | 8,581 | 7,852 | |||||||||
| Interest capitalized | 2,889 | 2,047 | 7,238 | |||||||||
| Mark-to-market adjustment on derivative instruments | 19,578 | (6,436 | ) | 17,806 |
See accompanying notes to consolidated financial statements.
F-9
Mid-America Apartments, L.P.
Consolidated Balance Sheets
December 31, 2019 and 2018
(Dollars in thousands, except unit data)
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Real estate assets: | ||||||||
| Land | $ | 1,905,757 | $ | 1,868,828 | ||||
| Buildings and improvements and other | 11,841,978 | 11,670,216 | ||||||
| Development and capital improvements in progress | 116,424 | 59,506 | ||||||
| 13,864,159 | 13,598,550 | |||||||
| Less: Accumulated depreciation | (2,955,253 | ) | (2,549,287 | ) | ||||
| 10,908,906 | 11,049,263 | |||||||
| Undeveloped land | 34,548 | 58,257 | ||||||
| Investment in real estate joint venture | 43,674 | 44,181 | ||||||
| Real estate assets, net | 10,987,128 | 11,151,701 | ||||||
| Cash and cash equivalents | 20,476 | 34,259 | ||||||
| Restricted cash | 50,065 | 17,414 | ||||||
| Other assets | 172,781 | 120,407 | ||||||
| Total assets | $ | 11,230,450 | $ | 11,323,781 | ||||
| Liabilities and capital | ||||||||
| Liabilities: | ||||||||
| Unsecured notes payable | $ | 3,828,201 | $ | 4,053,302 | ||||
| Secured notes payable | 626,397 | 475,026 | ||||||
| Accrued expenses and other liabilities | 472,262 | 413,850 | ||||||
| Due to general partner | 19 | 19 | ||||||
| Total liabilities | 4,926,879 | 4,942,197 | ||||||
| Redeemable common units | 14,131 | 9,414 | ||||||
| Operating Partnership capital: | ||||||||
| Preferred units, 867,846 preferred units outstanding as of December 31, 2019 and December 31, 2018, respectively | 66,840 | 66,840 | ||||||
| General partner, 114,246,393 and 113,844,267 OP Units outstanding as of December 31, 2019 and December 31, 2018, respectively (1) | 6,015,290 | 6,083,142 | ||||||
| Limited partners, 4,067,174 and 4,111,301 OP Units outstanding as of December 31, 2019 and December 31, 2018, respectively (1) | 214,647 | 220,043 | ||||||
| Accumulated other comprehensive loss | (13,584 | ) | (161 | ) | ||||
| Total operating partners’ capital | 6,283,193 | 6,369,864 | ||||||
| Noncontrolling interests - consolidated real estate entities | 6,247 | 2,306 | ||||||
| Total equity | 6,289,440 | 6,372,170 | ||||||
| Total liabilities and equity | $ | 11,230,450 | $ | 11,323,781 |
| (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, 2019 and December 31, 2018 are 107,162 and 98,371 shares, respectively. |
|---|
See accompanying notes to consolidated financial statements.
F-10
Mid-America Apartments, L.P.
Consolidated Statements of Operations
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands, except per unit data)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||||||
| Rental and other property revenues | $ | 1,641,017 | $ | 1,571,346 | $ | 1,528,987 | ||||||
| Expenses: | ||||||||||||
| Operating expense, excluding real estate taxes and insurance | 377,453 | 371,095 | 364,190 | |||||||||
| Real estate taxes and insurance | 235,392 | 223,493 | 212,541 | |||||||||
| Depreciation and amortization | 496,843 | 489,759 | 493,708 | |||||||||
| Total property operating expenses | 1,109,688 | 1,084,347 | 1,070,439 | |||||||||
| Property management expenses | 55,011 | 47,633 | 43,588 | |||||||||
| General and administrative expenses | 46,121 | 34,786 | 40,194 | |||||||||
| Merger and integration related expenses | — | 9,112 | 19,990 | |||||||||
| Interest expense | 179,847 | 173,594 | 154,751 | |||||||||
| (Gain) loss on sale of depreciable real estate assets | (80,988 | ) | 39 | (127,386 | ) | |||||||
| Gain on sale of non-depreciable real estate assets | (12,047 | ) | (4,532 | ) | (21 | ) | ||||||
| Other non-operating income | (25,275 | ) | (5,434 | ) | (14,353 | ) | ||||||
| Income before income tax expense | 368,660 | 231,801 | 341,785 | |||||||||
| Income tax expense | (3,696 | ) | (2,611 | ) | (2,619 | ) | ||||||
| Income from continuing operations before real estate joint venture activity | 364,964 | 229,190 | 339,166 | |||||||||
| Income from real estate joint venture | 1,654 | 1,832 | 1,370 | |||||||||
| Net income | 366,618 | 231,022 | 340,536 | |||||||||
| Net income attributable to noncontrolling interests | 136 | — | — | |||||||||
| Net income available for MAALP unitholders | 366,482 | 231,022 | 340,536 | |||||||||
| Distributions to MAALP preferred unitholders | 3,688 | 3,688 | 3,688 | |||||||||
| Net income available for MAALP common unitholders | $ | 362,794 | $ | 227,334 | $ | 336,848 | ||||||
| Earnings per common unit - basic: | ||||||||||||
| Net income available for MAALP common unitholders | $ | 3.07 | $ | 1.93 | $ | 2.86 | ||||||
| Earnings per common unit - diluted: | ||||||||||||
| Net income available for MAALP common unitholders | $ | 3.07 | $ | 1.93 | $ | 2.86 |
See accompanying notes to consolidated financial statements.
F-11
Mid-America Apartments, L.P.
Consolidated Statements of Comprehensive Income
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Other comprehensive (loss) income: | ||||||||||||
| Unrealized (loss) gain from derivative instruments | (11,676 | ) | (751 | ) | 319 | |||||||
| Adjustment for net (gains) losses reclassified to net income from derivative instruments | (1,747 | ) | (1,938 | ) | 730 | |||||||
| Total comprehensive income | 353,195 | 228,333 | 341,585 | |||||||||
| Less: Comprehensive income attributable to noncontrolling interests | (136 | ) | — | — | ||||||||
| Comprehensive income attributable to MAALP | $ | 353,059 | $ | 228,333 | $ | 341,585 |
See accompanying notes to consolidated financial statements.
F-12
Mid-America Apartments, L.P.
Consolidated Statements of Changes in Capital
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
| Mid-America Apartments, L.P. Unitholders | Noncontrolling | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Limited Partner | General Partner | Preferred Units | Accumulated Other Comprehensive (Loss) Income | Interests - Consolidated Real Estate Entities | Total Partnership Capital | Redeemable Common Units | |||||||||||||||||||||||
| CAPITAL BALANCE DECEMBER 31, 2016 | $ | 235,976 | $ | 6,337,721 | $ | 64,833 | $ | 1,246 | $ | 2,306 | $ | 6,642,082 | $ | 10,073 | |||||||||||||||
| Net income | 12,157 | 324,691 | 3,688 | — | — | 340,536 | — | ||||||||||||||||||||||
| Other comprehensive income - derivative instruments | — | — | — | 1,049 | — | 1,049 | — | ||||||||||||||||||||||
| Issuance of units | — | 616 | 2,007 | — | — | 2,623 | 1,588 | ||||||||||||||||||||||
| Units repurchased and retired | — | (4,782 | ) | — | — | — | (4,782 | ) | — | ||||||||||||||||||||
| Exercise of unit options | — | 218 | — | — | — | 218 | — | ||||||||||||||||||||||
| General partner units issued in exchange for limited partner units | (1,602 | ) | 1,602 | — | — | — | — | — | |||||||||||||||||||||
| Units issued in exchange for redeemable units | — | 1,482 | — | — | — | 1,482 | (1,482 | ) | |||||||||||||||||||||
| Redeemable units fair market value adjustment | — | (229 | ) | — | — | — | (229 | ) | 229 | ||||||||||||||||||||
| Adjustment for limited partners' capital at redemption value | (6 | ) | 6 | — | — | — | — | — | |||||||||||||||||||||
| Amortization of unearned compensation | — | 10,802 | — | — | — | 10,802 | — | ||||||||||||||||||||||
| Distributions to preferred unitholders | — | — | (3,688 | ) | — | — | (3,688 | ) | — | ||||||||||||||||||||
| Distributions to common unitholders ($3.5325 per unit) | (14,849 | ) | (401,369 | ) | — | — | — | (416,218 | ) | — | |||||||||||||||||||
| CAPITAL BALANCE DECEMBER 31, 2017 | $ | 231,676 | $ | 6,270,758 | $ | 66,840 | $ | 2,295 | $ | 2,306 | $ | 6,573,875 | $ | 10,408 | |||||||||||||||
| Net income | 8,123 | 219,211 | 3,688 | — | — | 231,022 | — | ||||||||||||||||||||||
| Other comprehensive loss - derivative instruments | — | — | — | (2,689 | ) | — | (2,689 | ) | — | ||||||||||||||||||||
| Issuance of units | — | (264 | ) | — | — | — | (264 | ) | 1,482 | ||||||||||||||||||||
| Units repurchased and retired | — | (2,921 | ) | — | — | — | (2,921 | ) | — | ||||||||||||||||||||
| Exercise of unit options | — | 916 | — | — | — | 916 | — | ||||||||||||||||||||||
| General partner units issued in exchange for limited partner units | (4,444 | ) | 4,444 | — | — | — | — | — | |||||||||||||||||||||
| Units issued in exchange for redeemable units | — | 1,915 | — | — | — | 1,915 | (1,915 | ) | |||||||||||||||||||||
| Redeemable units fair market value adjustment | — | 561 | — | — | — | 561 | (561 | ) | |||||||||||||||||||||
| Adjustment for limited partners' capital at redemption value | (153 | ) | 153 | — | — | — | — | — | |||||||||||||||||||||
| Cumulative adjustment due to adoption of ASU 2017-12 | — | (233 | ) | — | 233 | — | — | — | |||||||||||||||||||||
| Amortization of unearned compensation | — | 12,904 | — | — | — | 12,904 | — | ||||||||||||||||||||||
| Distributions to preferred unitholders | — | — | (3,688 | ) | — | — | (3,688 | ) | — | ||||||||||||||||||||
| Distributions to common unitholders ($3.7275 per unit) | (15,159 | ) | (424,302 | ) | — | — | — | (439,461 | ) | — | |||||||||||||||||||
| CAPITAL BALANCE DECEMBER 31, 2018 | $ | 220,043 | $ | 6,083,142 | $ | 66,840 | $ | (161 | ) | $ | 2,306 | $ | 6,372,170 | $ | 9,414 | ||||||||||||||
| Net income | 12,671 | 350,123 | 3,688 | — | 136 | 366,618 | — | ||||||||||||||||||||||
| Other comprehensive loss - derivative instruments | — | — | — | (13,423 | ) | — | (13,423 | ) | — | ||||||||||||||||||||
| Issuance of units | — | 20,500 | — | — | — | 20,500 | 1,651 | ||||||||||||||||||||||
| Units repurchased and retired | — | (3,724 | ) | — | — | — | (3,724 | ) | — | ||||||||||||||||||||
| Exercise of unit options | — | 2,881 | — | — | — | 2,881 | — | ||||||||||||||||||||||
| General partner units issued in exchange for limited partner units | (2,366 | ) | 2,366 | — | — | — | — | — | |||||||||||||||||||||
| Units issued in exchange for redeemable units | — | 575 | — | — | — | 575 | (575 | ) | |||||||||||||||||||||
| Redeemable units fair market value adjustment | — | (3,641 | ) | — | — | — | (3,641 | ) | 3,641 | ||||||||||||||||||||
| Adjustment for limited partners' capital at redemption value | 359 | (359 | ) | — | — | — | — | — | |||||||||||||||||||||
| Amortization of unearned compensation | — | 14,684 | — | — | — | 14,684 | — | ||||||||||||||||||||||
| Distributions to preferred unitholders | — | — | (3,688 | ) | — | — | (3,688 | ) | — | ||||||||||||||||||||
| Distributions to common unitholders ($3.8800 per unit) | (16,060 | ) | (442,698 | ) | — | — | — | (458,758 | ) | — | |||||||||||||||||||
| Acquisition of noncontrolling interest | — | (8,559 | ) | — | — | (2,321 | ) | (10,880 | ) | — | |||||||||||||||||||
| Contribution from noncontrolling interest | — | — | — | — | 6,126 | 6,126 | — | ||||||||||||||||||||||
| CAPITAL BALANCE DECEMBER 31, 2019 | $ | 214,647 | $ | 6,015,290 | $ | 66,840 | $ | (13,584 | ) | $ | 6,247 | $ | 6,289,440 | $ | 14,131 |
See accompanying notes to consolidated financial statements.
F-13
Mid-America Apartments, L.P.
Consolidated Statements of Cash Flows
Years ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 497,790 | 490,995 | 494,540 | |||||||||
| (Gain) loss on sale of depreciable real estate assets | (80,988 | ) | 39 | (127,386 | ) | |||||||
| Gain on sale of non-depreciable real estate assets | (12,047 | ) | (4,532 | ) | (21 | ) | ||||||
| Stock compensation expense | 13,654 | 12,444 | 10,570 | |||||||||
| Amortization of debt issuance costs, discounts and premiums | 5,778 | (4,990 | ) | (9,810 | ) | |||||||
| Net change in operating accounts and other operating activities | (9,385 | ) | 9,314 | (47,629 | ) | |||||||
| Net cash provided by operating activities | 781,420 | 734,292 | 660,800 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of real estate and other assets | (105,106 | ) | (129,487 | ) | (136,065 | ) | ||||||
| Capital improvements, development and other | (303,097 | ) | (254,715 | ) | (343,890 | ) | ||||||
| Distributions from real estate joint ventures | 507 | 775 | — | |||||||||
| Contributions to affiliates | (5,391 | ) | (2,905 | ) | (1,500 | ) | ||||||
| Proceeds from disposition of real estate assets | 174,814 | 19,982 | 187,245 | |||||||||
| Net cash used in investing activities | (238,273 | ) | (366,350 | ) | (294,210 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from lines of credit | 565,000 | 1,540,000 | 805,000 | |||||||||
| Repayments of lines of credit | (1,105,000 | ) | (1,490,000 | ) | (965,000 | ) | ||||||
| Net proceeds from commercial paper | 70,000 | — | — | |||||||||
| Proceeds from notes payable | 1,059,289 | 869,630 | 597,480 | |||||||||
| Principal payments on notes payable | (657,619 | ) | (878,610 | ) | (413,557 | ) | ||||||
| Payment of deferred financing costs | (14,274 | ) | (6,060 | ) | (5,358 | ) | ||||||
| Distributions paid on common units | (453,682 | ) | (434,928 | ) | (409,948 | ) | ||||||
| Distributions paid on preferred units | (3,688 | ) | (3,688 | ) | (3,688 | ) | ||||||
| Net change in other financing activities | 15,695 | (1,480 | ) | (4,452 | ) | |||||||
| Net cash used in financing activities | (524,279 | ) | (405,136 | ) | (399,523 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 18,868 | (37,194 | ) | (32,933 | ) | |||||||
| Cash, cash equivalents and restricted cash, beginning of period | 51,673 | 88,867 | 121,800 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 70,541 | $ | 51,673 | $ | 88,867 |
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: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 20,476 | $ | 34,259 | $ | 10,750 | ||||||
| Restricted cash | 50,065 | 17,414 | 78,117 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 70,541 | $ | 51,673 | $ | 88,867 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Interest paid | $ | 169,743 | $ | 184,834 | $ | 166,757 | ||||||
| Income taxes paid | 2,546 | 2,550 | 2,366 | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||||||
| Accrued construction in progress | $ | 9,298 | $ | 8,581 | $ | 7,852 | ||||||
| Interest capitalized | 2,889 | 2,047 | 7,238 | |||||||||
| Mark-to-market adjustment on derivative instruments | 19,578 | (6,436 | ) | 17,806 |
See accompanying notes to consolidated financial statements.
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Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Notes to Consolidated Financial Statements
Years ended December 31, 2019, 2018 and 2017
| 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 and, unless the context otherwise requires, “shareholders” refers to the holders of shares of MAA’s common stock. The common units of limited partnership interests in the Operating Partnership are referred to as “OP Units,” and the holders of the OP Units are referred to as “common unitholders”.
As of December 31, 2019, MAA owned 114,246,393 OP Units (or 96.6% 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 |
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| • | creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets. |
|---|
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership. Management believes it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA's interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA's percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA's only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Operating Partnership holds, directly or indirectly, all of the Company's real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the business through the Operating Partnership's operations, direct or indirect incurrence of indebtedness and issuance of OP Units.
The presentations of MAA's shareholders' equity and the Operating Partnership's capital are the principal areas of difference between the consolidated financial statements of MAA and those of the Operating Partnership. MAA's shareholders' equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interest, treasury shares, accumulated other comprehensive income 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 interest, accumulated other comprehensive income and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA's common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA's common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.
Organization of Mid-America Apartment Communities, Inc.
The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of December 31, 2019, the Company owned and operated 299 apartment communities 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, 2019, the Company had seven development communities under construction totaling 2,108 apartment units. Total expected costs for the seven development projects are $489.5 million, of
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which $143.9 million had been incurred through December 31, 2019. The Company expects to complete one development in the first half of 2020, one development in the second half of 2020, one development in the first half of 2021, three developments in the second half of 2021, and one development in the first half of 2022. Thirty-two of the Company's apartment communities include retail components with approximately 630,000 square feet of gross leasable space. The Company also has four commercial properties with approximately 260,000 square feet of combined gross leasable area. The Company’s apartment communities and commercial properties are located across 16 states and the District of Columbia.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared by the Company's management in accordance with United States generally accepted accounting principles, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC. The consolidated financial statements of MAA presented herein include the accounts of MAA, the Operating Partnership and all other subsidiaries in which MAA has a controlling financial interest. MAA owns, directly or indirectly, approximately 80% to 100% of all consolidated subsidiaries, including the Operating Partnership. The consolidated financial statements of MAALP presented herein include the accounts of MAALP and all other subsidiaries in which MAALP has a controlling financial interest. MAALP owns, directly or indirectly, 80% to 100% of all consolidated subsidiaries. In management's opinion, all adjustments necessary for a fair presentation of the consolidated financial statements have been included, and all such adjustments were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company invests in entities which may qualify as variable interest entities, or VIEs, and MAALP is considered a VIE. A VIE is a legal entity in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to absorb its expected losses or the right to receive its expected residual returns. MAALP is classified as a VIE because the limited partners lack substantive kick-out rights and substantive participating rights. The Company consolidates all VIEs for which it is the primary beneficiary and uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary. In determining whether the Company is the primary beneficiary of a VIE, management considers both qualitative and quantitative factors, including, but not limited to, those activities that most significantly impact the VIE's economic performance and which party controls such activities. The Company uses the equity method of accounting for its investments in entities for which the Company exercises significant influence, but does not have the ability to exercise control. The factors considered in determining whether the Company has the ability to exercise control include ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below).
Changes in Presentation
In order to simplify the Company's presentation of cash flows from financing activities within the Consolidated Statements of Cash Flows, the Company combined “Repurchase of common stock / units”; “Debt prepayment and extinguishment costs”; “Proceeds from issuances of common shares / units”; and “Exercise of stock / unit options” into one line, “Net change in other financing activities” within the cash flows from financing activities section. No presentation changes were made to the cash flows from operating or investing activities sections of the Consolidated Statements of Cash Flows. Prior year amounts have been changed to conform to the Company's current year presentation. These changes in presentation had no effect on the Company's ending cash, cash equivalents and restricted cash balances and did not impact the classification of cash flows between operating, investing and financing activities.
Noncontrolling Interests
As of December 31, 2019, 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 consolidated real estate entities are owned by private real estate companies that are generally responsible for the development and construction of the apartment communities that are owned through the consolidated real estate entities with a noncontrolling interest. The entities were determined to be VIE’s with the Company designated as the primary beneficiary. As a result, the accounts of the entities are consolidated by the Company. During the year ended December 31,
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2019, the Company acquired a partial ownership interest in two consolidated real estate entities and acquired the noncontrolling interest of one consolidated real estate entity for cash proceeds of $10.9 million. As of December 31, 2019, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $46.0 million and $3.2 million, respectively. As of December 31, 2018, the consolidated assets and liabilities of the Company’s consolidated real estate entity with a noncontrolling interest were $85.7 million and $1.3 million, respectively.
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.
Rental Costs
Costs associated with rental activities are expensed as incurred and include advertising expenses, which were $20.8 million, $20.2 million, and $18.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
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 five to 40 years. The Consolidated Balance Sheets line “Buildings and improvements and other” includes land improvements and buildings, which have a useful life ranging from eight to 40 years, as well as furniture, fixtures and equipment, which have a useful life of 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, salaries and real estate taxes) during the years ended December 31, 2019, 2018 and 2017 were $6.5 million, $4.2 million and $11.0 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, or 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. 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.
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For residential leases, the fair value of the in-place leases and resident relationships is amortized over six months, which represents the estimated remaining term of the tenant 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” totaled $2.6 million and $3.9 million as of December 31, 2019 and 2018, respectively.
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 undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the Consolidated Balance Sheets and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group or a property classified as held for sale are presented separately in the appropriate asset and liability sections of the Consolidated Balance Sheets.
Undeveloped Land
Undeveloped land includes sites intended for future multifamily developments, sites for future commercial development and sites intended for residential use, which are carried at the lower of cost or fair value in accordance with GAAP. Any costs incurred prior to commencement of pre-development activities are expensed as incurred.
Investments in Unconsolidated Affiliates
The Company uses the equity method to account for its investments in a real estate joint venture and a limited partnership that both qualify as a VIE. Management determined the Company is not the primary beneficiary in either investment but does have the ability to exert significant influence over the operations and financial policies of the real estate joint venture and considers its investment in the limited partnership to be more than minor. As of December 31, 2019 and 2018, the Company's investment in the real estate joint venture was $43.7 million and $44.2 million, respectively. As of December 31, 2019 and 2018, the Company's investment in the limited partnership was $13.1 million and $3.8 million, respectively, and is included in “Other assets” in the accompanying Consolidated Balance Sheets. As of December 31, 2019, the Company was committed until September 2022 to make additional capital contributions totaling $8.2 million if and when called by the general partner of the limited partnership.
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 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 reported in the Consolidated Statements of Cash Flows.
Other Assets
Other assets consist primarily of receivables and deposits from residents, the value of derivative contracts, right-of-use lease assets, investment in a limited partnership, deferred rental concessions, deferred financing costs relating to a revolving credit facility 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.
Accrued Expenses and Other Liabilities
Accrued expenses consist of accrued dividends payable, accrued real estate taxes, accrued interest payable, accrued loss contingencies (see Note 11), accounts payable, right-of-use lease liabilities, security deposits not related to restricted cash, other accrued expenses, and unearned income. Significant accruals include accrued dividends payable of $118.3 million and $113.2 million as of December 31, 2019 and 2018, respectively; accrued real estate taxes of $131.9 million and $123.5 million as of December 31, 2019 and 2018, respectively; unearned income of $42.0 million and $41.1 million as of December 31, 2019 and 2018, respectively; accrued
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loss contingencies of $8.6 million and $8.7 million as of December 31, 2019 and 2018, respectively; security deposits of $19.4 million and $18.7 million as of December 31, 2019 and 2018, respectively; and accrued interest payable of $21.4 million and $15.1 million as of December 31, 2019 and 2018, respectively.
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 United States 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 United States 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 TRS. 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 United States federal income tax treatment. Any taxes imposed on MAA would reduce its operating cash flows and net income.
The Company has elected TRS status for certain of its corporate subsidiaries. As a result, the TRS incur both federal and state income taxes on any taxable income after consideration of any net operating losses. The TRS 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, to its disclosure of the fair value of financial instruments, principally indebtedness and to its derivative financial instruments. Fair value disclosures required under ASC Topic 820 as well as the Company's derivative accounting policies are summarized in Note 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.
Leases
In 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2016-02, Leases (Topic 842), which established new principles, presentation and disclosure requirements for lease accounting for both the lessee and lessor. On January 1, 2019, management adopted ASU 2016-02 using the modified retrospective transition approach with an effective date as of the adoption date and elected certain practical expedients allowed by the new standard. Under the new standard, lessors are generally required to account for leases in a similar manner as previous lease accounting guidance; however, certain aspects of the new standard are aligned with the recently adopted revenue recognition standard. Lessees are required to record most leases on the balance sheet and recognize lease expense in the income statement in a manner similar to previous practice. The new standard requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for all leases with terms of more than twelve months. Expenses related to leases determined to be operating leases are recognized on a straight-line basis, while expenses related to leases determined to be financing leases are recognized based on an effective interest method in which interest and amortization are presented separately in the income statement.
Comparative periods presented in this Annual Report on Form 10-K continue to apply guidance in ASC Topic 840, Leases, and have not been recast as the Company adopted the new standard using the modified retrospective transition approach effective as of January 1, 2019. The adoption of the new lease standard has not resulted in a significant change in the accounting for the Company’s rental
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revenues as the Company's residential, retail and commercial leases, where it is the lessor, will continue to be accounted for as operating leases. Management has elected available practical expedients that provide lessors an option not to separate lease and non-lease components when certain criteria are met, and instead, allow for those components to be accounted for as a single lease component. Beginning with the effective date of the adoption of the new standard, rental revenues and non-lease reimbursable property revenues meet the criteria to be aggregated into a single lease component and are reported in the line item, “Rental revenues”, as presented in the disaggregation of the Company's revenues in Note 13.
The Company is the lessee under certain ground, office, equipment and other operating leases. Based on its election of the package of practical expedients provided in ASU 2016-02, the Company did not reassess the classification of existing leases with its adoption of ASC Topic 842. The Company’s existing leases as of January 1, 2019 have continued to be accounted for as operating leases; however, if contracts are modified subsequent to the adoption of the new standard, the Company is required to reassess the contracts using guidance provided under ASC Topic 842.
The Company recognized total right-of-use assets of $54.3 million within “Other assets” and related lease obligations of $33.6 million within “Accrued expenses and other liabilities” in its Consolidated Balance Sheets for leases in effect as of January 1, 2019. As of December 31, 2019, right-of-use assets and the related lease obligations totaled $53.8 million and $33.1 million, respectively. As most leases do not provide a readily determinable implicit rate to discount future minimum lease payments to present value, management estimated the Company's incremental borrowing rate based on information available as of the date of adoption and based on the remaining lease terms as of the date of initial application. Operating leases recognized upon adoption had a weighted-average remaining lease term of approximately 33 years and management estimated a weighted-average discount rate of approximately 4.4%. Operating leases as of December 31, 2019 have a weighted-average remaining lease term of approximately 32 years and a weighted-average discount rate of approximately 4.4%. Lease expense recognized for the years ended December 31, 2019, 2018 and 2017 was immaterial to the Company and was recognized in a similar manner for all years presented. Cash paid for amounts included in the measurement of operating lease liabilities during the year ended December 31, 2019 was also immaterial.
Revenue Recognition
The Company primarily leases multifamily residential apartments under operating leases generally due on a monthly basis with terms of approximately one year or less, which are recorded as operating leases. Rental revenues are recognized in accordance with ASC Topic 842 using a method that represents a straight-line basis over the term of the lease. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of rental revenues on a straight-line basis over the reasonably assured lease term. Rental revenues represent approximately 93% of the Company's total revenues and include gross rents charged less adjustments for concessions and bad debt. Approximately 6% of the Company's total revenues represents reimbursable property revenues from its tenants for utility reimbursements, which are generally recognized and due on a monthly basis as tenants obtain control of the service over the term of the lease. The remaining 1% of the Company's total revenues represents other non-lease revenues primarily driven by nonrefundable fees and commissions.
With the adoption of 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, while non-lease reimbursable property revenues recognized prior to January 1, 2019 is reported as non-lease revenues and recognized in accordance with ASC Topic 606, Revenue Recognition. ASC Topic 606 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.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities and other financial instruments. The ASU requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses is permitted. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under ASU 2016-02 from the scope of the new credit losses standard. The Company has completed its analysis regarding the measurement of estimated credit losses and the impact this ASU will have on the Company. Management elected to adopt this standard on January 1, 2020. The adoption of ASU No. 2016-13 has not resulted in significant changes in the accounting for the Company’s approach to estimate credit losses on financial assets, as substantially all of the Company’s financial assets are operating lease receivables.
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| 2**.** | Earnings per Common Share of MAA |
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Basic earnings per share is computed by dividing net income available to MAA common shareholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis with diluted earnings per share being the more dilutive of the treasury stock or two-class methods. OP Units are included in dilutive earnings per share calculations when the units are dilutive to earnings per share.
For the years ended December 31, 2019, 2018 and 2017, 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):
| 2019 | 2018 | 2017 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Calculation of Earnings per common share - basic | |||||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | |||||||||
| Net income attributable to noncontrolling interests | (12,807 | ) | (8,123 | ) | (12,157 | ) | |||||||||
| Unvested restricted stock (allocation of earnings) | (519 | ) | (291 | ) | (535 | ) | |||||||||
| Preferred dividends | (3,688 | ) | (3,688 | ) | (3,688 | ) | |||||||||
| Net income available for MAA common shareholders, adjusted | $ | 349,604 | $ | 218,920 | $ | 324,156 | |||||||||
| Weighted average common shares - basic | 113,854 | 113,638 | 113,407 | ||||||||||||
| Earnings per common share - basic | $ | 3.07 | $ | 1.93 | $ | 2.86 | |||||||||
| Calculation of Earnings per common share - diluted | |||||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | |||||||||
| Net income attributable to noncontrolling interests | (12,807 | ) | (1) | (8,123 | ) | (1) | (12,157 | ) | (1) | ||||||
| Preferred dividends | (3,688 | ) | (3,688 | ) | (3,688 | ) | |||||||||
| Net income available for MAA common shareholders, adjusted | $ | 350,123 | $ | 219,211 | $ | 324,691 | |||||||||
| Weighted average common shares - basic | 113,854 | 113,638 | 113,407 | ||||||||||||
| Effect of dilutive securities | 259 | 198 | 280 | ||||||||||||
| Weighted average common shares - diluted | 114,113 | 113,836 | 113,687 | ||||||||||||
| Earnings per common share - diluted | $ | 3.07 | $ | 1.93 | $ | 2.86 |
| (1) | For the years ended December 31, 2019, 2018 and 2017, 4.1 million, 4.1 million and 4.2 million OP Units and their related income, respectively, 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, 2019, 2018 and 2017, 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):
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Calculation of Earnings per common unit - basic | ||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Net income attributable to noncontrolling interests | (136 | ) | — | — | ||||||||
| Unvested restricted stock (allocation of earnings) | (519 | ) | (291 | ) | (535 | ) | ||||||
| Preferred unit distributions | (3,688 | ) | (3,688 | ) | (3,688 | ) | ||||||
| Net income available for MAALP common unitholders, adjusted | $ | 362,275 | $ | 227,043 | $ | 336,313 | ||||||
| Weighted average common units - basic | 117,944 | 117,777 | 117,617 | |||||||||
| Earnings per common unit - basic | $ | 3.07 | $ | 1.93 | $ | 2.86 | ||||||
| Calculation of Earnings per common unit - diluted | ||||||||||||
| Net income | $ | 366,618 | $ | 231,022 | $ | 340,536 | ||||||
| Net income attributable to noncontrolling interests | (136 | ) | — | — | ||||||||
| Preferred unit distributions | (3,688 | ) | (3,688 | ) | (3,688 | ) | ||||||
| Net income available for MAALP common unitholders, adjusted | $ | 362,794 | $ | 227,334 | $ | 336,848 | ||||||
| Weighted average common units - basic | 117,944 | 117,777 | 117,617 | |||||||||
| Effect of dilutive securities | 259 | 198 | 280 | |||||||||
| Weighted average common units - diluted | 118,203 | 117,975 | 117,897 | |||||||||
| Earnings per common unit - diluted | $ | 3.07 | $ | 1.93 | $ | 2.86 |
| 4**.** | Stock-Based Compensation |
|---|
Overview
MAA accounts for its stock-based employee compensation plans in accordance with accounting standards governing stock-based compensation. These standards require an entity to measure the cost of employee services received in exchange for an award of an equity instrument based on the award's fair value on the grant date and recognize the cost over the period during which the employee is required to provide service in exchange for the award, which is generally the vesting period. Any liability awards issued are remeasured at each reporting period.
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 $14.7 million, $12.9 million and $10.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Of these amounts, total compensation expense capitalized was $1.0 million, $0.5 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, the total unrecognized compensation expense was $13.9 million. This cost is expected to be recognized over the remaining weighted average period of 0.9 years. Total cash paid for the settlement of plan shares totaled $3.7 million, $2.9 million and $4.8 million for the years ended December 31, 2019, 2018 and 2017, 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, performance condition, or market condition, or a combination thereof, and generally vests ratably over a period from at grant date 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, 2019, 2018 and 2017, was $72.98, $71.85 and $84.53, 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, 2019, 2018 and 2017:
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Risk free rate | 2.578% | 1.61% - 2.14% | 0.65% - 1.57% | ||||||
| Dividend yield | 4.043% | 3.884% | 3.573% | ||||||
| Volatility | 18.95% | 15.05% - 17.18% | 20.43% - 21.85% | ||||||
| Requisite service period | 3 years | 3 years | 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 programs according to the vesting schedule.
For the years ended December 31, 2018 and 2017, the minimum risk free rate was based on a period of 0.25 years, and the maximum risk free rate was based on a period of 3 years. For the years ended December 31, 2018 and 2017, the minimum volatility was based on a period of 1 year and 3 years, respectively, and the maximum volatility was based on a period of 3 years and 1 year, respectively.
A summary of the status of the nonvested restricted shares as of December 31, 2019, and the changes for the year ended December 31, 2019, is presented below:
| Nonvested Shares | Shares | Weighted Average Grant-Date Fair Value | ||||||
|---|---|---|---|---|---|---|---|---|
| Nonvested as of January 1, 2019 | 187,777 | $ | 88.79 | |||||
| Issued | 173,174 | 88.59 | ||||||
| Vested | (125,381 | ) | 74.35 | |||||
| Forfeited | (1,692 | ) | 95.44 | |||||
| Nonvested as of December 31, 2019 | 233,878 | $ | 96.33 |
The total fair value of shares vested during the years ended December 31, 2019, 2018 and 2017 was $9.3 million, $7.6 million and $10.5 million, respectively.
Stock Options
Stock options are earned when the employee remains employed over the requisite service period and vest ratably over a period from 0.3 years to 2.3 years. Stock options exercised result in new common shares being issued on the open market by the Company. The fair value of stock option awards is determined using the Monte Carlo valuation model. No stock options were granted during the years ended December 31, 2019, 2018 or 2017.
F-23
A summary of the status of the outstanding stock options as of December 31, 2019 and the changes for the year ended December 31, 2019 is presented below:
| Stock Options | Options | Weighted Average Exercise Price | ||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding as of January 1, 2019 | 90,615 | $ | 77.16 | |||||
| Granted | — | — | ||||||
| Exercised | (69,852 | ) | 76.96 | |||||
| Expired | — | — | ||||||
| Outstanding as of December 31, 2019 | 20,763 | $ | 77.82 |
All options outstanding as of December 31, 2019 were exercisable and had an intrinsic value of $1.2 million with a weighted average remaining term of 5.2 years. There were 69,852 options, 17,823 options and 21,006 options exercised during the years ended December 31, 2019, 2018 and 2017, respectively. Cash received from the exercise of stock options totaled $2.9 million, $0.9 million and $0.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
| 5**.** | Borrowings |
|---|
The following table summarizes the Company's outstanding debt as of December 31, 2019 and 2018 (dollars in thousands):
| Balance | As of December 31, 2019 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | December 31, 2018 | Weighted Average Effective Rate | Weighted Average Contract Maturity | |||||||||||||
| Unsecured debt | ||||||||||||||||
| Variable rate revolving credit facility | $ | — | $ | 540,000 | — | % | — | |||||||||
| Variable rate commercial paper program | 70,000 | — | 2.1 | % | 1/8/2020 | |||||||||||
| Fixed rate senior notes | 3,472,000 | 2,642,000 | 3.9 | % | 7/19/2026 | |||||||||||
| Term loans fixed with swaps | 300,000 | 300,000 | 2.3 | % | 3/1/2022 | |||||||||||
| Variable rate term loans | — | 600,000 | — | % | — | |||||||||||
| Debt issuance costs, discounts, premiums and fair market value adjustments | (13,799 | ) | (28,698 | ) | ||||||||||||
| Total unsecured debt | $ | 3,828,201 | $ | 4,053,302 | 3.7 | % | ||||||||||
| Fixed rate secured debt | ||||||||||||||||
| Individual property mortgages | $ | 629,817 | $ | 476,161 | 4.5 | % | 4/2/2037 | |||||||||
| Debt issuance costs and fair market value adjustments | (3,420 | ) | (1,135 | ) | ||||||||||||
| Total secured debt | $ | 626,397 | $ | 475,026 | 4.5 | % | ||||||||||
| Total outstanding debt | $ | 4,454,598 | $ | 4,528,328 | 3.8 | % |
Unsecured Revolving Credit Facility
In May 2019, MAALP entered into a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, or Wells Fargo, and fifteen other banks, which is referred to as the Credit Facility. The Credit Facility replaced MAALP’s previous unsecured revolving credit facility, and it includes an expansion option up to $1.5 billion. The Credit Facility bears an interest rate of the London Interbank Offered Rate, or LIBOR, plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods. As of December 31, 2019, MAALP had no balance outstanding under the Credit Facility, while $2.7 million of capacity was being used to support outstanding letters of credit.
Unsecured Commercial Paper
In May 2019, MAALP established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate principal amount outstanding of $500.0 million. As of December 31, 2019, MAALP had $70.0 million outstanding under the commercial paper program with a weighted average interest rate of 2.05% and a weighted average maturity of eight days.
Senior Unsecured Notes
As of December 31, 2019, MAALP had $3.3 billion in principal amount of publicly issued senior unsecured notes and $222.0 million of privately placed senior unsecured notes outstanding. The senior unsecured notes had maturities at issuance ranging from ten to twelve years, with an average of 6.6 years remaining until maturity as of December 31, 2019.
F-24
In March 2019, MAALP publicly issued $300.0 million in aggregate principal amount of senior unsecured notes, maturing March 2029 with a coupon rate of 3.950% per annum, or the Initial 2029 Notes. The purchase price paid by the purchasers was 99.720% of the principal amount. The Initial 2029 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other senior unsecured indebtedness of MAALP. Interest on the Initial 2029 Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2019. The net proceeds of the offering, after deducting the original issue discount, underwriting commissions and expenses of approximately $2.8 million, were $297.2 million. The Initial 2029 Notes have been reflected net of discount and debt issuance costs in the Consolidated Balance Sheets as of December 31, 2019. In connection with the issuance of the Initial 2029 Notes, MAALP cash settled $300.0 million in forward interest rate swap agreements, entered into during 2018 to effectively lock the interest rate on the planned transaction, resulting in an effective interest rate of 4.240% over the ten year life of the Initial 2029 Notes.
In August 2019, MAALP publicly issued an additional $250.0 million in aggregate principal amount of senior unsecured, maturing March 2029 with a coupon rate of 3.950% per annum, or the Additional 2029 Notes. The purchase price paid by the purchasers of the Additional Notes was 107.827% of the principal amount. The Additional 2029 Notes were issued under the indenture and the supplemental indenture pursuant to which MAALP issued the Initial 2029 Notes in March 2019. The Additional 2029 Notes are treated as a single series of securities with the Initial 2029 Notes and have the same CUSIP number as, and are fungible with, the Initial 2029 Notes. The net proceeds of the offering, after considering the original issue premium, cash received for interest due but not accrued, underwriting commissions and expenses totaling a net amount of approximately $22.1 million, were $272.1 million. The Additional 2029 Notes have an effective interest rate of 2.985% and have been reflected net of premium and debt issuance costs in the Consolidated Balance Sheets as of December 31, 2019.
In November 2019, MAALP publicly issued $300.0 million in aggregate principal amount of senior unsecured notes, maturing March 2030 with a coupon rate of 2.750% per annum, or the 2030 Notes. The purchase price paid by the purchasers was 99.762% of the principal amount. The 2030 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other senior unsecured indebtedness of MAALP. Interest on the 2030 Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2020. The net proceeds of the offering, after deducting the original issue discount, underwriting commissions and expenses of approximately $2.7 million, were $297.3 million. The 2030 Notes have been reflected net of discount and debt issuance costs in the Consolidated Balance Sheets as of December 31, 2019. In connection with the issuance of the 2030 Notes, MAALP cash settled $150.0 million in forward interest rate swap agreements, entered into during the first half of 2019 to effectively lock the interest rate on the planned transaction, resulting in an effective interest rate of 3.065% over the ten year life of the 2030 Notes.
In November 2019, MAALP retired a $20.0 million tranche of privately placed senior unsecured notes with an interest rate of 3.61% on its maturity date.
Unsecured Term Loans
As of December 31, 2019, MAALP maintained one term loan with a syndicate of banks, led by Wells Fargo. The term loan has a balance of $300.0 million, matures in 2022, and has a variable interest rate of LIBOR plus a spread of 0.90% to 1.75% based on the Company's credit ratings. The interest rate of the term loan is fixed at 2.32% with interest rate swaps that mature in January 2020.
In May 2019, MAALP retired a $300.0 million unsecured term loan with Wells Fargo due in June 2019.
In August 2019, MAALP retired a $150.0 million unsecured term loan with U.S. Bank National Association due in March 2020.
In November 2019, MAALP retired a $150.0 million unsecured term loan with KeyBank National Association due in February 2021.
Secured Property Mortgages
As of December 31, 2019, MAALP had $629.8 million of fixed rate conventional property mortgages with a weighted average interest rate of 4.50% and a weighted average maturity in 2037. In February 2019, MAALP entered into a $191.3 million mortgage with a fixed rate of 4.43% associated with seven apartment communities that is scheduled to mature in February 2049.
In August 2019, MAALP retired a $13.2 million mortgage associated with Colonial Grand at Canyon Creek. The mortgage was scheduled to mature in October 2019.
In November 2018, MAALP retired a $17.2 million mortgage associated with Stone Ranch at Westover Hills. The mortgage was scheduled to mature in March 2020.
F-25
Schedule of Maturities
The following table includes scheduled principal repayments of MAALP’s outstanding borrowings as of December 31, 2019, as well as the amortization of the fair market value of debt assumed, debt discounts, premiums and issuance costs (in thousands):
| Year | Maturities | Amortization | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | $ | 211,108 | $ | (3,323 | ) | $ | 207,785 | |||||
| 2021 | 192,903 | (3,393 | ) | 189,510 | ||||||||
| 2022 | 668,401 | (3,098 | ) | 665,303 | ||||||||
| 2023 | 363,731 | (2,487 | ) | 361,244 | ||||||||
| 2024 | 421,566 | (1,509 | ) | 420,057 | ||||||||
| Thereafter | 2,614,108 | (3,409 | ) | 2,610,699 | ||||||||
| $ | 4,471,817 | $ | (17,219 | ) | $ | 4,454,598 |
Guarantees
As of December 31, 2019, MAA fully and unconditionally guaranteed $222.0 million of the privately placed senior unsecured notes issued by MAALP.
| 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, 2019 and December 31, 2018, totaled $4.1 billion and $3.1 billion, respectively, and had estimated fair values of $4.5 billion and $3.1 billion (excluding prepayment penalties) as of December 31, 2019 and December 31, 2018, respectively. The carrying values of variable rate debt (excluding the effect of interest rate swap agreements) as of December 31, 2019 and December 31, 2018, totaled $0.4 billion and $1.1 billion, respectively, and had estimated fair values of $0.4 billion and $1.1 billion (excluding prepayment penalties) as of December 31, 2019 and December 31, 2018, 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 fair values of variable rate debt are determined using the stated variable rate plus the current market credit spread. The variable rates reset every 30 to 90 days, and management concluded these rates reasonably estimate current market rates.
Financial Instruments Measured at Fair Value on a Recurring Basis
The Company uses interest rate swaps to add stability to interest expense and to manage, or hedge, its exposure to interest rate movements associated with its variable rate debt or as hedges in anticipation of future debt transactions. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
To comply with the provisions of ASC Topic 820, management incorporates credit valuation adjustments to appropriately reflect both its nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Based on guidance issued by the FASB, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
As of December 31, 2019, the Company had four outstanding interest rate derivatives with a total notional balance of $300.0 million that were designated as cash flow hedges of interest rate risk. The fair value of interest rate derivative contracts designated as hedging instruments recorded in “Other assets” in the accompanying Consolidated Balance Sheets was $0.1 million and $3.7 million as of December 31, 2019 and December 31, 2018, respectively. The fair value of interest rate derivative contract liabilities recorded in “Accrued expenses and other liabilities” in the accompanying Consolidated Balance Sheets was $5.3 million as of December 31, 2018. There were no interest rate derivative contract liabilities recorded as of December 31, 2019.
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 and at the redemption price of $50 per
F-26
share (see Note 8). The Company uses various inputs in the anlaysis, including trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of the bifurcated call option.
The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset in “Other assets” in the accompanying Consolidated Balance Sheets and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to “Other non-operating income” in the accompanying Consolidated Statements of Operations. As a result of adjustments of non-cash income recorded to reflect the change in fair value of the derivative asset during the year ended December 31, 2019, the fair value of the embedded derivative asset increased to $36.5 million as of December 31, 2019 as compared to $18.6 million as of December 31, 2018.
The Company has determined the majority of the inputs used to value its outstanding debt and derivatives, including its embedded derivative, fall within Level 2 of the fair value hierarchy, and as a result, the fair value valuation of its debt and all of its derivatives held as of December 31, 2019 and December 31, 2018 were classified as Level 2 in the fair value hierarchy. The Company’s derivative financial instruments and their related gains and losses are reported in “Net change in operating accounts and other operating activities” in the accompanying Consolidated Statements of Cash Flows.
Cash Flow Hedges of Interest Rate Risk
The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in “Accumulated other comprehensive loss” and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses will be recognized in the period in which hedged transactions impact earnings, regardless of whether or not economic mismatches exist in the hedging relationship. Amounts reported in “Accumulated other comprehensive loss” related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company's variable rate or fixed rate debt. During the next twelve months, the Company estimates that an additional $1.1 million will be reclassified to earnings as a decrease to “Interest expense”, which primarily represents the difference between the fixed interest rate swap payments and the projected variable interest rate swap receipts.
Tabular Disclosure of the Effect of Derivative Instruments on the 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, 2019, 2018 and 2017, respectively (dollars in thousands):
| Derivatives in Cash Flow Hedging Relationships | (Loss) Gain Recognized in OCI on Derivative | Location of Gain (Loss) Reclassified | Gain (Loss) Reclassified from Accumulated OCL into Interest Expense(1) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year ended December 31, | 2019 | 2018 | 2017 | from Accumulated OCL into Income | 2019 | 2018 | 2017 | |||||||||||||||||||
| Interest rate contracts | $ | (11,676 | ) | $ | (751 | ) | $ | 319 | Interest expense | $ | 1,747 | $ | 1,938 | $ | (730 | ) |
| (1) | See the Consolidated Statements of Comprehensive Income for changes in accumulated other comprehensive loss as these changes are presented net of the allocation to noncontrolling interests. |
|---|
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in | Gain (Loss) Recognized in Earnings on Derivative | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the year ended December 31, | Income on Derivative | 2019 | 2018 | 2017 | ||||||||||
| Preferred stock embedded derivative | Other non-operating income | $ | 17,886 | $ | (2,576 | ) | $ | 8,807 |
Credit-Risk-Related Contingent Features
Certain of the Company's derivative contracts contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of December 31, 2019, the Company had not breached the provisions of these agreements. If the provisions had been breached, the Company could have been required to settle its obligations under the agreements, although there was no termination value liability as of December 31, 2019. Although the Company's derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral in the Consolidated Balance Sheets.
F-27
| 7**.** | Income Taxes |
|---|
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 TRS did not generate any material taxable income or income tax expense for the years ended December 31, 2019, 2018 and 2017. The Company’s TRS generally provide the Company with third party services (property management services to a real estate joint venture and other services) for which the Company reimburses its TRS. In addition, one of the Company’s TRS has an investment in a limited partnership that generates investment income and losses. All intercompany transactions are eliminated in the accompanying consolidated financial statements.
For the years ended December 31, 2019, 2018 and 2017, the reconciliation of income tax attributable to continuing operations for the Company’s TRS computed at the U.S. statutory rate to the income tax provision was as follows (in thousands):
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tax expense at U.S. statutory rates on the Company's TRS income subject to tax | $ | 1,026 | $ | 115 | $ | 2,177 | ||||||
| Valuation allowance | — | 127 | (2,177 | ) | ||||||||
| TRS income tax provision | $ | 1,026 | $ | 242 | $ | — |
Income tax expense primarily relates to the Texas-based margin tax for all Texas apartment communities in addition to the Company’s TRS income tax provision discussed above. Income tax expense for the Company for the years ended December 31, 2019, 2018 and 2017 was $3.7 million, $2.6 million and $2.6 million, respectively, and is presented in “Income tax expense” in the accompanying Consolidated Statements of Operations.
The Company’s TRS deferred tax asset and liability balances as of December 31, 2019 and 2018 were immaterial. The TRS had no reserve for uncertain tax positions for the years ended December 31, 2019 and 2018, and management does not believe there will be any material changes in the TRS unrecognized tax positions over the next 12 months. If necessary, the TRS accrues interest and penalties on unrecognized tax benefits as a component of income tax expense.
NOL Carryforwards
As of December 31, 2019 and 2018, the Company held federal NOL carryforwards of $70.8 million and $71.5 million, respectively, for income tax purposes that expire in years 2019 to 2033. 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 before utilization. The Company may use these NOLs to offset all or a portion of the taxable income generated at the REIT level. Tax years 2016 through 2019 are subject to examination by the Internal Revenue Service. No tax examination is currently in process.
Taxable Composition of Distributions
For income tax purposes, dividends paid to holders of common stock primarily consist of ordinary income, return of capital, capital gains, qualified dividends and un-recaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2019, 2018 and 2017, dividends per share held for the entire year were estimated to be taxable as follows:
| 2019 | 2018 | 2017 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percentage | Amount | Percentage | Amount | Percentage | |||||||||||||||||||
| Ordinary income | $ | 3.51 | 91.4 | % | $ | 3.66 | 99.3 | % | $ | 2.79 | 80.2 | % | ||||||||||||
| Capital gain | 0.21 | 5.5 | % | 0.02 | 0.6 | % | 0.31 | 8.9 | % | |||||||||||||||
| Un-recaptured Section 1250 gain | 0.12 | 3.1 | % | 0.01 | 0.1 | % | 0.38 | 10.9 | % | |||||||||||||||
| $ | 3.84 | 100 | % | $ | 3.69 | 100 | % | $ | 3.48 | 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.
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U.S. Tax Reform
In December 2017, the Tax Cuts and Jobs Act, or the Act, was enacted in the United States, requiring companies to account in 2017 for the current and future effects of the legislative changes. As REITs are pass-through entities for the purpose of U.S. federal taxation, the legislative changes created by the Act were largely not applicable to the Company. Generally, the effects to REITs resulting from the Act included a reduction in the TRS federal statutory tax rate to 21% and a one-time inclusion in REIT taxable income of foreign subsidiary earnings. As noted above, the Company's TRS recognized no material taxable income in 2019, 2018 and 2017, and the Company has no foreign subsidiaries. Management has concluded there was no material effect to the Company’s consolidated financial statements from either a tax or financial statement perspective as a result of the Act.
| 8**.** | Shareholders' Equity of MAA |
|---|
As of December 31, 2019, 114,246,393 shares of common stock of MAA and 4,067,174 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,313,567 common shares and units. As of December 31, 2018, 113,844,267 shares of common stock of MAA and 4,111,301 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 117,955,568 common shares and units.
Preferred Stock
As of December 31, 2019, MAA had one outstanding series of cumulative redeemable preferred stock which has the following characteristics:
| Description | Outstanding Shares | Liquidation Preference(1) | Optional Redemption Date | Redemption Price(2) | Stated Dividend Yield | Approximate Dividend Rate | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Series I | 867,846 | $ | 50.00 | 10/1/2026 | $ | 50.00 | 8.50% | $ | 4.25 |
| (1) | The total liquidation preference for the outstanding preferred stock is $43.4 million. |
|---|
| (2) | The redemption price is the price at which the preferred stock is redeemable, at MAA's option, for cash. |
|---|
See Note 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 1,940,500 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 16,219 in 2019, 9,721 in 2018, and 9,568 in 2017 were acquired by participants under the DRSPP. MAA did not offer a discount for optional cash purchases in 2019, 2018 or 2017.
At-the-Market Share Offering Program
The Company has entered into separate distribution agreements with each of J.P. Morgan Securities LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. to establish an at-the-market share offering program, or ATM program, allowing MAA to sell shares of its common stock from time to time into the existing market at current market prices or through negotiated transactions. Under the ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. The ATM program currently has a maturity of September 28, 2021. MAA has no obligation to issue shares through the ATM program.
During the year ended December 31, 2019, MAA sold 146,301 shares of common stock for net proceeds of $19.6 million through its ATM program, all of which shares were sold during the three months ended December 31, 2019. During the years ended December 31, 2018 and 2017, MAA did not sell any shares of common stock under its ATM program. As of December 31, 2019, there were 3.9 million shares remaining under the ATM program.
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| 9**.** | Partners' Capital of MAALP |
|---|
Common units of limited partnership interests in MAALP are represented by OP Units. As of December 31, 2019, there were 118,313,567 OP Units outstanding, 114,246,393, or 96.6%, 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 4,067,174 OP Units were Class A OP Units owned by Class A limited partners. As of December 31, 2018, there were 117,955,568 OP Units outstanding, 113,844,267, or 96.5%, of which were owned by MAA and 4,111,301 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 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 (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, 2019, a total of 4,067,174 Class A OP Units were outstanding and redeemable for 4,067,174 shares of MAA common stock, with an approximate value of $536.3 million, based on the closing price of MAA’s common stock on December 31, 2019 of $131.86 per share. As of December 31, 2018, a total of 4,111,301 Class A OP Units were outstanding and redeemable for 4,111,301 shares of MAA common stock, with an approximate value of $393.5 million, based on the closing price of MAA’s common stock on December 31, 2018 of $95.70 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, 2019, 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, 2019, 867,846 units of the MAALP Series I Preferred Units were outstanding.
| 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 $3.5 million, $3.2 million and $2.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
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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, 2019, 2018 and 2017 of $0.3 million, $0.3 million and $0.2 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 20, 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, 2019, 2018 and 2017, directors deferred 10,738 shares, 12,240 shares and 12,293 shares of common stock, respectively, with weighted-average grant date fair values of $117.73, $92.63 and $101.34, respectively, into the Directors Deferred Compensation Plan. The shares of common stock held in the Directors Deferred Compensation Plan are classified outside of permanent equity in redeemable stock with changes in redemption amount recorded immediately to retained earnings because the directors have redemption rights not solely within the control of MAA. Additionally, any shares that become mandatorily redeemable because a departed director has elected to receive a cash payout are recorded as a liability. MAA did not record a liability related to mandatorily redeemable shares for the years ended December 31, 2019, 2018 and 2017.
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 2019, 2018 or 2017. As of December 31, 2019, there were 131,165 shares outstanding with a fair value of $17.3 million.
| 11**.** | Commitments and Contingencies |
|---|
Leases
The Company's leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring in 2028 related to its corporate headquarters. Both leases contain stated rent increases that generally compensate for the impact of inflation. The Company also has other commitments related to immaterial office and equipment operating leases.
The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease obligations recorded on the Consolidated Balance Sheets as of December 31, 2019 (in thousands):
| Operating Leases | ||||
|---|---|---|---|---|
| 2020 | $ | 2,825 | ||
| 2021 | 2,854 | |||
| 2022 | 2,885 | |||
| 2023 | 2,875 | |||
| 2024 | 2,853 | |||
| Thereafter | 65,863 | |||
| Total minimum lease payments | 80,155 | |||
| Net present value adjustments | (47,036 | ) | ||
| Operating lease obligations | $ | 33,119 |
Legal Proceedings
In June 2016, plaintiffs Cathi Cleven and Tara Cleven, on behalf of a purported class of plaintiffs, filed a complaint against MAA and the Operating Partnership in the United States District Court for the Western District of Texas, Austin Division. In January 2017, Areli Arellano and Joe L. Martinez joined the lawsuit as additional plaintiffs. The lawsuit alleges that the Company (but not Post Properties (see the description of the Brown class action lawsuit below)) charged late fees at its Texas properties that violate Section 92.019 of
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the Texas Property Code, or Section 92.019, which provides that a landlord may not charge a tenant a late fee for failing to pay rent unless, among other things, the fee is a reasonable estimate of uncertain damages to the landlord that are incapable of precise calculation and result from the late payment of rent. The plaintiffs are seeking monetary damages and attorneys' fees and costs. In September 2018, the District Court certified a class proposed by the plaintiffs. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiffs’ motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiffs’ motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff's motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted. The Company will continue to vigorously defend the action and pursue such appeals. Management estimates that the Company's maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $54.6 million, which includes both potential damages and attorneys' fees but excludes any prejudgment interest that may be awarded.
In April 2017, plaintiff Nathaniel Brown, on behalf of a purported class of plaintiffs, filed a complaint against the Operating Partnership, as the successor by merger to Post Properties' primary operating partnership, and MAA in the United States District Court for the Western District of Texas, Austin Division. The lawsuit alleges that Post Properties (and, following the Post Properties merger in December 2016, the Operating Partnership) charged late fees at its Texas properties that violate Section 92.019. The plaintiffs are seeking monetary damages and attorney's fees and costs. In September 2018, the District Court certified a class proposed by the plaintiff. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiff’s motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiff’s motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company's petition to review the District Court's order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted. The Company will continue to vigorously defend the action and pursue such appeals. Management estimates that the Company's maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $8.4 million, which includes both potential damages and attorneys' fees but excludes any prejudgment interest that may be awarded.
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. Matters which arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. While the resolution of these other matters cannot be predicted with certainty, management does not currently believe that such matters, either individually or in the aggregate, will have a material adverse effect on the Company's financial condition, results of operations or cash flows in the event of a negative outcome.
Loss Contingencies
The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. The Company records an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. The Company also accrues an estimate of defense costs expected to be incurred in connection with legal matters. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.
The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involves a series of complex judgments about future events. Among the factors considered in this assessment, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, management's experience in similar matters, the facts available to management at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding or claim. Management's assessment of these factors may change over time as individual proceedings or claims progress. For matters where management is not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are ultimately expected to be resolved through negotiation and settlement have not reached the point where management believes a reasonable estimate of loss, or range of loss, can be made. The Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any.
As of December 31, 2019 and December 31, 2018, the Company's accrual for loss contingencies relating to unresolved legal matters was $8.6 million and $8.7 million in the aggregate, respectively. The loss contingencies are presented in “Accrued expenses and other
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liabilities” in the accompanying Consolidated Balance Sheets.
| 12. | Related Party Transactions |
|---|
The Company holds investments in unconsolidated affiliates accounted for under the equity method of accounting. All significant intercompany transactions were eliminated in the accompanying consolidated financial statements.
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 payable to MAA, its general partner, of $19,000 as of December 31, 2019 and December 31, 2018, respectively. 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, 2019, the Company owned and operated 299 multifamily apartment communities in 16 different states from which it derived all significant sources of earnings and operating cash flows. The Company views each consolidated apartment community as an operating segment. The Company's chief operating decision maker, which is the Company’s Chief Executive Officer, evaluates performance and determines resource allocations of each of the apartment communities on a Same Store and Non-Same Store and Other basis, as well as an individual apartment community basis. This is consistent with the aggregation criteria under GAAP as each of the apartment communities generally has similar economic characteristics, facilities, services, and tenants.
The following reflects the two reportable segments for the Company:
| • | Same Store communities are communities that the Company has owned and have been stabilized for at least a full 12 months. |
|---|
| • | Non-Same Store and Other includes recent acquisitions, communities in development or lease-up, communities that have been identified for disposition and communities that have incurred a significant casualty loss. Also included in Non-Same Store and Other are non-multifamily activities. |
|---|
On the first day of each calendar year, the Company determines the composition of its Same Store and Non-Same Store and Other reportable segments for that year as well as adjusts the previous year, which allows the Company to evaluate full period-over-period operating comparisons. Properties in development or lease-up are added to the Same Store portfolio on the first day of the calendar year after a community has been owned and stabilized for at least a full 12 months. Communities are considered stabilized after achieving 90% occupancy for 90 days. Communities that have been identified for disposition are excluded from the Same Store portfolio.
The chief operating decision maker utilizes net operating income, or NOI, in evaluating the performance of its operating segments. Total NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of their status as held for sale. Management believes that NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance.
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Revenues and NOI for each reportable segment for the years ended December 31, 2019, 2018 and 2017 were as follows (in thousands):
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||||||
| Same Store | ||||||||||||
| Rental revenues | $ | 1,505,775 | $ | 1,364,744 | $ | 1,313,836 | ||||||
| Reimbursable property revenues (1) | — | 91,020 | 88,774 | |||||||||
| Other property revenues | 12,100 | 11,696 | 12,229 | |||||||||
| Total Same Store revenues | 1,517,875 | 1,467,460 | 1,414,839 | |||||||||
| Non-Same Store and Other | ||||||||||||
| Rental revenues | 121,829 | 99,281 | 105,865 | |||||||||
| Reimbursable property revenues (1) | — | 3,744 | 5,282 | |||||||||
| Other property revenues | 1,313 | 861 | 3,001 | |||||||||
| Total Non-Same Store and Other revenues | 123,142 | 103,886 | 114,148 | |||||||||
| Total rental and other property revenues | $ | 1,641,017 | $ | 1,571,346 | $ | 1,528,987 | ||||||
| Net Operating Income: | ||||||||||||
| Same Store NOI | $ | 956,075 | $ | 921,240 | $ | 889,176 | ||||||
| Non-Same Store and Other NOI | 72,097 | 55,518 | 63,080 | |||||||||
| Total NOI | 1,028,172 | 976,758 | 952,256 | |||||||||
| Depreciation and amortization | (496,843 | ) | (489,759 | ) | (493,708 | ) | ||||||
| Property management expenses | (55,011 | ) | (47,633 | ) | (43,588 | ) | ||||||
| General and administrative expenses | (46,121 | ) | (34,786 | ) | (40,194 | ) | ||||||
| Merger and integration expenses | — | (9,112 | ) | (19,990 | ) | |||||||
| Interest expense | (179,847 | ) | (173,594 | ) | (154,751 | ) | ||||||
| Gain (loss) on sale of depreciable real estate assets | 80,988 | (39 | ) | 127,386 | ||||||||
| Gain on sale of non-depreciable real estate assets | 12,047 | 4,532 | 21 | |||||||||
| Other non-operating income | 25,275 | 5,434 | 14,353 | |||||||||
| Income tax expense | (3,696 | ) | (2,611 | ) | (2,619 | ) | ||||||
| Income from real estate joint venture | 1,654 | 1,832 | 1,370 | |||||||||
| Net income attributable to noncontrolling interests | (12,807 | ) | (8,123 | ) | (12,157 | ) | ||||||
| Dividends to MAA Series I preferred shareholders | (3,688 | ) | (3,688 | ) | (3,688 | ) | ||||||
| Net income available for MAA common shareholders | $ | 350,123 | $ | 219,211 | $ | 324,691 |
| (1) | As a result of the adoption of ASC Topic 842 referenced in Note 1, for the year ended December 31, 2019, Same Store and Non-Same Store reimbursable property revenues of $94.7 million and $4.2 million, respectively, are reflected as rental revenues. |
|---|
Assets for each reportable segment as of December 31, 2019 and 2018 were as follows (in thousands):
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||
| Same Store | $ | 9,661,935 | $ | 9,921,270 | ||||
| Non-Same Store and Other | 1,362,974 | 1,233,351 | ||||||
| Corporate assets | 205,541 | 169,160 | ||||||
| Total assets | $ | 11,230,450 | $ | 11,323,781 |
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| 14**.** | Real Estate Acquisitions and Dispositions |
|---|
The following table reflects the Company's acquisition activity for the year ended December 31, 2019:
| Multifamily Acquisitions | Market | Units | Date Acquired | |||||
|---|---|---|---|---|---|---|---|---|
| The Greene | Greenville, SC | 271 | November 2019 | |||||
| Jefferson Sand Lake (1) | Orlando, FL | 264 | October 2019 | |||||
| Novel Midtown (2) | Phoenix, AZ | 345 | February 2019 | |||||
| Commercial Acquisition | Market | Sq Ft | Date Acquired | |||||
| 220 Riverside Retail (3) | Jacksonville, FL | 14,941 | August 2019 | |||||
| Land Acquisition | Market | Acres | Date Acquired | |||||
| North Orange Avenue – Outparcel | Orlando, FL | 2 | April 2019 |
| (1) | This pre-purchase multifamily community development is being developed through a joint venture with a local developer. The Company owns 95% of the joint venture that owns this property. |
|---|
| (2) | This pre-purchase multifamily community development is being developed through a joint venture with a local developer. The Company owns 80% of the joint venture that owns this property. |
|---|
| (3) | The Company acquired the ground floor retail portion of one of its existing multifamily apartment communities. |
|---|
The following table reflects the Company's disposition activity for the year ended December 31, 2019:
| Multifamily Dispositions | Market | Units | Date Sold | |||||
|---|---|---|---|---|---|---|---|---|
| Ridge at Chenal Valley | Little Rock, AR | 312 | October 2019 | |||||
| Calais Forest | Little Rock, AR | 260 | November 2019 | |||||
| Napa Valley | Little Rock, AR | 240 | November 2019 | |||||
| Westside Creek | Little Rock, AR | 308 | November 2019 | |||||
| Palisades at Chenal Valley | Little Rock, AR | 248 | December 2019 | |||||
| Commercial Disposition | Market | Sq Ft | Date Sold | |||||
| Poplar Avenue Office | Memphis, TN | 42,000 | March 2019 | |||||
| Land Dispositions | Market | Acres | Date Sold | |||||
| Peachtree Road – Outparcel | Atlanta, GA | 1 | February 2019 | |||||
| Colonial Promenade – Outparcel | Huntsville, AL | 4 | April 2019 | |||||
| Forty Seven Canal Place – Outparcel | Gulf Shores, AL | 45 | October 2019 | |||||
| Craft Farms – Outparcel | Gulf Shores, AL | 33 | December 2019 |
| 15**.** | Selected Quarterly Financial Information of MAA (Unaudited) |
|---|
The following table reflects MAA's selected quarterly financial information for the year ended December 31, 2019 (dollars in thousands, except per share data):
| Year Ended December 31, 2019 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First | Second | Third | Fourth | |||||||||||||
| Rental and other property revenues | $ | 401,178 | $ | 407,390 | $ | 415,632 | $ | 416,817 | ||||||||
| Net income | 65,958 | 64,141 | 81,459 | 155,060 | ||||||||||||
| Net income available for MAA common shareholders | 62,738 | 60,995 | 77,723 | 148,667 | ||||||||||||
| Per share: | ||||||||||||||||
| Earnings per common share - basic | $ | 0.55 | $ | 0.53 | $ | 0.68 | $ | 1.30 | ||||||||
| Earnings per common share - diluted | 0.55 | 0.53 | 0.68 | 1.30 |
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The following table reflects MAA's selected quarterly financial information for the year ended December 31, 2018 (dollars in thousands, except per share data):
| Year Ended December 31, 2018 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First | Second | Third | Fourth | |||||||||||||
| Rental and other property revenues | $ | 386,017 | $ | 390,073 | $ | 397,108 | $ | 398,148 | ||||||||
| Net income | 50,820 | 61,981 | 54,704 | 63,517 | ||||||||||||
| Net income available for MAA common shareholders | 48,097 | 58,885 | 51,869 | 60,360 | ||||||||||||
| Per share: | ||||||||||||||||
| Earnings per common share - basic | $ | 0.42 | $ | 0.52 | $ | 0.46 | $ | 0.53 | ||||||||
| Earnings per common share - diluted | 0.42 | 0.52 | 0.46 | 0.53 |
| 16**.** | Selected Quarterly Financial Information of MAALP (Unaudited) |
|---|
The following table reflects MAALP's selected quarterly financial information for the year ended December 31, 2019 (dollars in thousands, except per unit data):
| Year Ended December 31, 2019 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First | Second | Third | Fourth | |||||||||||||
| Rental and other property revenues | $ | 401,178 | $ | 407,390 | $ | 415,632 | $ | 416,817 | ||||||||
| Net income | 65,958 | 64,141 | 81,459 | 155,060 | ||||||||||||
| Net income available for MAALP common unitholders | 65,036 | 63,219 | 80,537 | 154,002 | ||||||||||||
| Per unit: | ||||||||||||||||
| Earnings per common unit - basic | $ | 0.55 | $ | 0.53 | $ | 0.68 | $ | 1.30 | ||||||||
| Earnings per common unit - diluted | 0.55 | 0.53 | 0.68 | 1.30 |
The following table reflects MAALP's selected quarterly financial information for the year ended December 31, 2018 (dollars in thousands, except per unit data):
| Year Ended December 31, 2018 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First | Second | Third | Fourth | |||||||||||||
| Rental and other property revenues | $ | 386,017 | $ | 390,073 | $ | 397,108 | $ | 398,148 | ||||||||
| Net income | 50,820 | 61,981 | 54,704 | 63,517 | ||||||||||||
| Net income available for MAALP common unitholders | 49,898 | 61,059 | 53,782 | 62,595 | ||||||||||||
| Per unit: | ||||||||||||||||
| Earnings per common unit - basic | $ | 0.42 | $ | 0.52 | $ | 0.46 | $ | 0.53 | ||||||||
| Earnings per common unit - diluted | 0.42 | 0.52 | 0.46 | 0.53 |
F-36
Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
| Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amount carried as of December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | Encumbrances | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Total (4) | Accumulated Depreciation (5) | Net | Date of Construction | Date Acquired | ||||||||||||||||||||||||||||||||||
| Birchall at Ross Bridge | Birmingham, AL | — | $ | 2,640 | $ | 28,842 | $ | — | $ | 2,141 | $ | 2,640 | $ | 30,983 | $ | 33,623 | $ | (8,991 | ) | $ | 24,632 | 2009 | 2011 | ||||||||||||||||||||||||
| Colonial Grand at Riverchase Trails | Birmingham, AL | — | 3,761 | 22,079 | — | 4,561 | 3,761 | 26,640 | 30,401 | (8,107 | ) | 22,294 | 2010 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Trussville | Birmingham, AL | — | 3,402 | 31,813 | — | 3,287 | 3,402 | 35,100 | 38,502 | (9,866 | ) | 28,636 | 1996/97 | 2013 | |||||||||||||||||||||||||||||||||
| Eagle Ridge | Birmingham, AL | — | 851 | 7,667 | — | 4,736 | 851 | 12,403 | 13,254 | (8,302 | ) | 4,952 | 1986 | 1998 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Traditions | Gulf Shores,AL | — | 3,211 | 25,162 | — | 2,875 | 3,211 | 28,037 | 31,248 | (8,408 | ) | 22,840 | 2007 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Edgewater | Huntsville, AL | — | 4,943 | 38,673 | — | 6,488 | 4,943 | 45,161 | 50,104 | (11,276 | ) | 38,828 | 1990 | 2013 | |||||||||||||||||||||||||||||||||
| Paddock Club at Providence | Huntsville, AL | — | 909 | 10,152 | 830 | 14,583 | 1,739 | 24,735 | 26,474 | (15,146 | ) | 11,328 | 1993 | 1997 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Madison | Madison, AL | — | 3,601 | 28,934 | — | 1,849 | 3,601 | 30,783 | 34,384 | (8,864 | ) | 25,520 | 2000 | 2013 | |||||||||||||||||||||||||||||||||
| Cypress Village | Orange Beach, AL | — | 1,290 | 12,238 | — | 2,017 | 1,290 | 14,255 | 15,545 | (3,746 | ) | 11,799 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Liberty Park | Vestavia Hills, AL | — | 3,922 | 30,977 | — | 5,946 | 3,922 | 36,923 | 40,845 | (10,703 | ) | 30,142 | 2000 | 2013 | |||||||||||||||||||||||||||||||||
| Edge at Lyon's Gate | Phoenix, AZ | — | 7,901 | 27,182 | — | 2,896 | 7,901 | 30,078 | 37,979 | (11,872 | ) | 26,107 | 2007 | 2008 | |||||||||||||||||||||||||||||||||
| Residences at Fountainhead | Phoenix, AZ | — | (3) | 12,212 | 56,705 | — | 1,132 | 12,212 | 57,837 | 70,049 | (6,366 | ) | 63,683 | 2015 | 2016 | ||||||||||||||||||||||||||||||||
| Sky View Ranch | Gilbert, AZ | — | 2,668 | 14,577 | — | 2,509 | 2,668 | 17,086 | 19,754 | (6,531 | ) | 13,223 | 2007 | 2009 | |||||||||||||||||||||||||||||||||
| Talus Ranch | Phoenix, AZ | — | 12,741 | 47,701 | — | 4,058 | 12,741 | 51,759 | 64,500 | (22,976 | ) | 41,524 | 2005 | 2006 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Inverness Commons | Mesa, AZ | — | 4,219 | 26,255 | — | 2,343 | 4,219 | 28,598 | 32,817 | (7,720 | ) | 25,097 | 2002 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Scottsdale | Scottsdale, AZ | — | 3,612 | 20,273 | — | 2,490 | 3,612 | 22,763 | 26,375 | (6,313 | ) | 20,062 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at OldTown Scottsdale | Scottsdale, AZ | — | 7,820 | 51,627 | — | 5,233 | 7,820 | 56,860 | 64,680 | (15,311 | ) | 49,369 | 1994/95 | 2013 | |||||||||||||||||||||||||||||||||
| SkySong | Scottsdale, AZ | — | — | 55,748 | — | 2,142 | — | 57,890 | 57,890 | (7,075 | ) | 50,815 | 2014 | 2015 | |||||||||||||||||||||||||||||||||
| Sync 36 I | Denver, CO | — | 18,887 | 81,317 | 134 | 4,625 | 19,021 | 85,942 | 104,963 | (4,201 | ) | 100,762 | 2017 | 2018 | |||||||||||||||||||||||||||||||||
| Sync 36 II | Denver, CO | — | 5,090 | — | — | 16,726 | 5,090 | 16,726 | 21,816 | (228 | ) | 21,588 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
| Post River North | Denver, CO | — | 14,500 | 28,900 | — | 44,149 | 14,500 | 73,049 | 87,549 | (5,147 | ) | 82,402 | 2018 | 2016 | |||||||||||||||||||||||||||||||||
| Tiffany Oaks | Altamonte Springs, FL | — | 1,024 | 9,219 | — | 5,726 | 1,024 | 14,945 | 15,969 | (10,732 | ) | 5,237 | 1985 | 1996 | |||||||||||||||||||||||||||||||||
| Indigo Point | Brandon, FL | — | 1,167 | 10,500 | — | 4,323 | 1,167 | 14,823 | 15,990 | (9,602 | ) | 6,388 | 1989 | 2000 | |||||||||||||||||||||||||||||||||
| Paddock Club Brandon | Brandon, FL | — | 2,896 | 26,111 | — | 6,865 | 2,896 | 32,976 | 35,872 | (21,933 | ) | 13,939 | 1998 | 1997 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Lakewood Ranch | Bradenton, FL | — | 2,980 | 40,230 | — | 4,234 | 2,980 | 44,464 | 47,444 | (11,937 | ) | 35,507 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
| The Preserve at Coral Square | Coral Springs, FL | — | 9,600 | 40,004 | — | 11,573 | 9,600 | 51,577 | 61,177 | (26,530 | ) | 34,647 | 1996 | 2004 | |||||||||||||||||||||||||||||||||
| Paddock Club Gainesville | Gainesville, FL | — | 1,800 | 15,879 | — | 5,121 | 1,800 | 21,000 | 22,800 | (10,970 | ) | 11,830 | 1999 | 1998 | |||||||||||||||||||||||||||||||||
| The Retreat at Magnolia Park | Gainesville, FL | — | 2,040 | 16,338 | — | 987 | 2,040 | 17,325 | 19,365 | (5,221 | ) | 14,144 | 2009 | 2011 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Heathrow | Heathrow, FL | — | 4,101 | 35,684 | — | 4,053 | 4,101 | 39,737 | 43,838 | (11,024 | ) | 32,814 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| 220 Riverside | Jacksonville, FL | — | 2,381 | 35,514 | — | 7,722 | 2,381 | 43,236 | 45,617 | (4,666 | ) | 40,951 | 2015 | 2012 | |||||||||||||||||||||||||||||||||
| Atlantic Crossing | Jacksonville, FL | — | 4,000 | 19,495 | — | 1,941 | 4,000 | 21,436 | 25,436 | (6,580 | ) | 18,856 | 2008 | 2011 | |||||||||||||||||||||||||||||||||
| Cooper's Hawk | Jacksonville, FL | — | 854 | 7,500 | — | 3,923 | 854 | 11,423 | 12,277 | (8,666 | ) | 3,611 | 1987 | 1995 | |||||||||||||||||||||||||||||||||
| Hunter's Ridge at Deerwood | Jacksonville, FL | — | 1,533 | 13,835 | — | 5,620 | 1,533 | 19,455 | 20,988 | (13,462 | ) | 7,526 | 1987 | 1997 | |||||||||||||||||||||||||||||||||
| Lakeside | Jacksonville, FL | — | 1,430 | 12,883 | — | 8,825 | 1,430 | 21,708 | 23,138 | (16,048 | ) | 7,090 | 1985 | 1996 | |||||||||||||||||||||||||||||||||
| Lighthouse at Fleming Island | Jacksonville, FL | — | 4,047 | 35,052 | — | 5,714 | 4,047 | 40,766 | 44,813 | (22,455 | ) | 22,358 | 2003 | 2003 | |||||||||||||||||||||||||||||||||
| Paddock Club Mandarin | Jacksonville, FL | — | 1,411 | 14,967 | — | 3,220 | 1,411 | 18,187 | 19,598 | (9,988 | ) | 9,610 | 1998 | 1998 | |||||||||||||||||||||||||||||||||
| St. Augustine | Jacksonville, FL | — | 2,857 | 6,475 | — | 19,663 | 2,857 | 26,138 | 28,995 | (13,342 | ) | 15,653 | 1987/ 2008 | 1995 | |||||||||||||||||||||||||||||||||
| Tattersall at Tapestry Park | Jacksonville, FL | — | 6,417 | 36,069 | — | 1,521 | 6,417 | 37,590 | 44,007 | (11,060 | ) | 32,947 | 2009 | 2011 | |||||||||||||||||||||||||||||||||
| Woodhollow | Jacksonville, FL | — | 1,686 | 15,179 | (8 | ) | 9,418 | 1,678 | 24,597 | 26,275 | (17,793 | ) | 8,482 | 1986 | 1997 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Town Park | Lake Mary, FL | — | 5,742 | 56,562 | — | 5,605 | 5,742 | 62,167 | 67,909 | (17,694 | ) | 50,215 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Town Park Reserve | Lake Mary, FL | — | 3,481 | 10,311 | — | 438 | 3,481 | 10,749 | 14,230 | (3,150 | ) | 11,080 | 2004 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Lake Mary | Lake Mary, FL | — | (1) | 6,346 | 41,539 | — | 23,620 | 6,346 | 65,159 | 71,505 | (14,085 | ) | 57,420 | 2012 | 2013 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Randal Lakes | Orlando, FL | — | 5,659 | 50,553 | — | 11,136 | 5,659 | 61,689 | 67,348 | (9,287 | ) | 58,061 | 2013 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Randal Lakes II | Orlando, FL | — | 3,200 | — | — | 36,854 | 3,200 | 36,854 | 40,054 | (2,837 | ) | 37,217 | 2013 | 2013 | |||||||||||||||||||||||||||||||||
| Retreat at Lake Nona | Orlando, FL | — | 7,880 | 41,175 | — | 5,617 | 7,880 | 46,792 | 54,672 | (12,331 | ) | 42,341 | 2006 | 2012 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Heather Glen | Orlando, FL | — | 4,662 | 56,988 | — | 6,482 | 4,662 | 63,470 | 68,132 | (16,941 | ) | 51,191 | 2000 | 2013 | |||||||||||||||||||||||||||||||||
| Post Lake at Baldwin Park | Orlando, FL | — | 18,101 | 144,200 | — | 2,728 | 18,101 | 146,928 | 165,029 | (18,240 | ) | 146,789 | 2011 | 2016 | |||||||||||||||||||||||||||||||||
| Post Lakeside | Orlando, FL | — | 7,046 | 52,585 | — | 713 | 7,046 | 53,298 | 60,344 | (6,058 | ) | 54,286 | 2013 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside | Orlando, FL | — | 5,669 | 49,754 | — | 3,047 | 5,669 | 52,801 | 58,470 | (6,651 | ) | 51,819 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Park Crest at Innisbrook | Palm Harbor, FL | 25,777 | 6,900 | 26,613 | — | 3,568 | 6,900 | 30,181 | 37,081 | (11,639 | ) | 25,442 | 2000 | 2009 | |||||||||||||||||||||||||||||||||
| The Club at Panama Beach | Panama City, FL | — | 898 | 14,276 | (5 | ) | 4,616 | 893 | 18,892 | 19,785 | (10,754 | ) | 9,031 | 2000 | 1998 | ||||||||||||||||||||||||||||||||
| Colonial Village at Twin Lakes | Sanford, FL | 22,286 | 3,091 | 47,793 | — | 2,754 | 3,091 | 50,547 | 53,638 | (13,761 | ) | 39,877 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Paddock Club Tallahassee | Tallahassee, FL | — | 530 | 4,805 | 950 | 14,765 | 1,480 | 19,570 | 21,050 | (13,777 | ) | 7,273 | 1992 | 1997 | |||||||||||||||||||||||||||||||||
| Verandas at Southwood | Tallahassee, FL | — | 3,600 | 25,914 | — | 1,361 | 3,600 | 27,275 | 30,875 | (5,341 | ) | 25,534 | 2003 | 2011 | |||||||||||||||||||||||||||||||||
| Belmere | Tampa, FL | — | 852 | 7,667 | — | 7,442 | 852 | 15,109 | 15,961 | (10,861 | ) | 5,100 | 1984 | 1994 | |||||||||||||||||||||||||||||||||
| Links at Carrollwood | Tampa, FL | — | 817 | 7,355 | 110 | 5,896 | 927 | 13,251 | 14,178 | (8,978 | ) | 5,200 | 1980 | 1998 | |||||||||||||||||||||||||||||||||
| Post Bay at Rocky Point | Tampa, FL | — | 4,541 | 28,381 | — | 1,542 | 4,541 | 29,923 | 34,464 | (3,648 | ) | 30,816 | 1997 | 2016 | |||||||||||||||||||||||||||||||||
| Post Harbour Place | Tampa, FL | — | 16,296 | 116,193 | — | 8,145 | 16,296 | 124,338 | 140,634 | (15,944 | ) | 124,690 | 1997 | 2016 | |||||||||||||||||||||||||||||||||
| Post Hyde Park | Tampa, FL | — | 16,891 | 95,259 | — | 5,245 | 16,891 | 100,504 | 117,395 | (12,853 | ) | 104,542 | 1994 | 2016 | |||||||||||||||||||||||||||||||||
| Post Rocky Point | Tampa, FL | — | 35,260 | 153,102 | — | 11,659 | 35,260 | 164,761 | 200,021 | (20,256 | ) | 179,765 | 1994-1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Soho Square | Tampa, FL | — | (3) | 5,190 | 56,296 | — | 418 | 5,190 | 56,714 | 61,904 | (6,384 | ) | 55,520 | 2012 | 2016 | ||||||||||||||||||||||||||||||||
| Village Oaks | Tampa, FL | — | 2,738 | 19,055 | 153 | 2,927 | 2,891 | 21,982 | 24,873 | (8,554 | ) | 16,319 | 2005 | 2008 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Hampton Preserve | Tampa, FL | — | 6,233 | 69,535 | — | 1,852 | 6,233 | 71,387 | 77,620 | (18,041 | ) | 59,579 | 2012 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Seven Oaks | Wesley Chapel, FL | — | 3,051 | 42,768 | — | 2,918 | 3,051 | 45,686 | 48,737 | (11,929 | ) | 36,808 | 2004 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Windermere | Windermere, FL | — | (3) | 2,711 | 36,710 | — | 1,522 | 2,711 | 38,232 | 40,943 | (9,579 | ) | 31,364 | 2009 | 2013 | ||||||||||||||||||||||||||||||||
| Allure at Brookwood | Atlanta, GA | — | (1) | 11,168 | 52,758 | — | 5,295 | 11,168 | 58,053 | 69,221 | (15,536 | ) | 53,685 | 2008 | 2012 | ||||||||||||||||||||||||||||||||
| Allure in Buckhead Village | Atlanta, GA | — | 8,633 | 19,844 | — | 7,324 | 8,633 | 27,168 | 35,801 | (8,418 | ) | 27,383 | 2002 | 2012 | |||||||||||||||||||||||||||||||||
| The High Rise at Post Alexander | Atlanta, GA | — | 8,435 | 92,294 | — | 151 | 8,435 | 92,445 | 100,880 | (15,186 | ) | 85,694 | 2015 | 2016 |
F-37
| Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amount carried as of December 31, 2019 | ----------------- | ---------------------- | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | Encumbrances | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Total (4) | Accumulated Depreciation (5) | Net | Date of Construction | Date Acquired | ||||||||||||||||||||||||||||||||||
| Post Alexander | Atlanta, GA | — | 15,440 | 73,278 | — | 2,280 | 15,440 | 75,558 | 90,998 | (7,470 | ) | 83,528 | 2006 | 2016 | |||||||||||||||||||||||||||||||||
| Post Briarcliff | Atlanta, GA | — | 24,645 | 114,921 | — | 4,138 | 24,645 | 119,059 | 143,704 | (14,258 | ) | 129,446 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Brookhaven | Atlanta, GA | — | 29,048 | 106,463 | — | 7,939 | 29,048 | 114,402 | 143,450 | (14,588 | ) | 128,862 | 1989/92 | 2016 | |||||||||||||||||||||||||||||||||
| Post Chastain | Atlanta, GA | — | 30,223 | 82,964 | — | 2,332 | 30,223 | 85,296 | 115,519 | (10,162 | ) | 105,357 | 1990 | 2016 | |||||||||||||||||||||||||||||||||
| Post Crossing | Atlanta, GA | — | 15,799 | 48,054 | — | 3,238 | 15,799 | 51,292 | 67,091 | (6,284 | ) | 60,807 | 1995 | 2016 | |||||||||||||||||||||||||||||||||
| Post Gardens | Atlanta, GA | — | 17,907 | 56,093 | — | 3,416 | 17,907 | 59,509 | 77,416 | (7,713 | ) | 69,703 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Glen | Atlanta, GA | — | 13,878 | 51,079 | — | 4,328 | 13,878 | 55,407 | 69,285 | (6,734 | ) | 62,551 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Midtown | Atlanta, GA | — | 7,000 | 44,000 | — | 40,268 | 7,000 | 84,268 | 91,268 | (5,611 | ) | 85,657 | 2017 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside | Atlanta, GA | — | 11,025 | 34,277 | — | 1,491 | 11,025 | 35,768 | 46,793 | (4,114 | ) | 42,679 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Peachtree Hills | Atlanta, GA | — | 11,974 | 55,264 | — | 620 | 11,974 | 55,884 | 67,858 | (6,503 | ) | 61,355 | 1992-1994/2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Riverside | Atlanta, GA | — | 23,765 | 89,369 | — | 6,527 | 23,765 | 95,896 | 119,661 | (12,894 | ) | 106,767 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Spring | Atlanta, GA | — | 18,596 | 57,819 | — | 4,519 | 18,596 | 62,338 | 80,934 | (8,099 | ) | 72,835 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Stratford | Atlanta, GA | — | — | 30,051 | — | 2,800 | — | 32,851 | 32,851 | (4,328 | ) | 28,523 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Sanctuary at Oglethorpe | Atlanta, GA | — | 6,875 | 31,441 | — | 6,949 | 6,875 | 38,390 | 45,265 | (14,173 | ) | 31,092 | 1994 | 2008 | |||||||||||||||||||||||||||||||||
| Post Centennial Park | Atlanta, GA | — | 13,650 | 10,950 | — | 61,577 | 13,650 | 72,527 | 86,177 | (3,643 | ) | 82,534 | 2018 | 2016 | |||||||||||||||||||||||||||||||||
| Prescott | Duluth, GA | — | (2) | 3,840 | 24,011 | — | 4,769 | 3,840 | 28,780 | 32,620 | (14,796 | ) | 17,824 | 2001 | 2004 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Berkeley Lake | Duluth, GA | — | 1,960 | 15,707 | — | 2,400 | 1,960 | 18,107 | 20,067 | (5,875 | ) | 14,192 | 1998 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at River Oaks | Duluth, GA | — | 4,360 | 13,579 | — | 2,626 | 4,360 | 16,205 | 20,565 | (6,296 | ) | 14,269 | 1992 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at River Plantation | Duluth, GA | — | 2,059 | 19,158 | — | 2,763 | 2,059 | 21,921 | 23,980 | (6,877 | ) | 17,103 | 1994 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at McDaniel Farm | Duluth, GA | — | 3,985 | 32,206 | — | 4,638 | 3,985 | 36,844 | 40,829 | (11,637 | ) | 29,192 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Pleasant Hill | Duluth, GA | — | 6,753 | 32,202 | — | 5,299 | 6,753 | 37,501 | 44,254 | (11,240 | ) | 33,014 | 1996 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Mount Vernon | Dunwoody, GA | — | 6,861 | 23,748 | — | 3,794 | 6,861 | 27,542 | 34,403 | (7,438 | ) | 26,965 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Lake Lanier Club | Gainesville, GA | — | (2) | 6,710 | 40,994 | — | 9,326 | 6,710 | 50,320 | 57,030 | (25,292 | ) | 31,738 | 1998/2001 | 2005 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Shiloh | Kennesaw, GA | — | 4,864 | 45,893 | — | 5,182 | 4,864 | 51,075 | 55,939 | (14,614 | ) | 41,325 | 2002 | 2013 | |||||||||||||||||||||||||||||||||
| Millstead Village | LaGrange, GA | — | 3,100 | 29,240 | — | 1,932 | 3,100 | 31,172 | 34,272 | (7,789 | ) | 26,483 | 1998 | 2008 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Barrett Creek | Marietta, GA | — | 5,661 | 26,186 | — | 3,255 | 5,661 | 29,441 | 35,102 | (9,620 | ) | 25,482 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Godley Station | Pooler, GA | 7,842 | 1,800 | 35,454 | — | 3,866 | 1,800 | 39,320 | 41,120 | (10,375 | ) | 30,745 | 2001 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Godley Lake | Pooler, GA | — | 1,750 | 30,893 | — | 1,459 | 1,750 | 32,352 | 34,102 | (8,818 | ) | 25,284 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Avala at Savannah Quarters | Savannah, GA | — | 1,500 | 24,862 | — | 2,183 | 1,500 | 27,045 | 28,545 | (8,001 | ) | 20,544 | 2009 | 2011 | |||||||||||||||||||||||||||||||||
| Georgetown Grove | Savannah, GA | — | 1,288 | 11,579 | — | 3,695 | 1,288 | 15,274 | 16,562 | (10,571 | ) | 5,991 | 1997 | 1998 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Hammocks | Savannah, GA | — | 2,441 | 36,863 | — | 4,772 | 2,441 | 41,635 | 44,076 | (11,130 | ) | 32,946 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Greentree | Savannah, GA | — | 1,710 | 10,494 | — | 2,030 | 1,710 | 12,524 | 14,234 | (4,088 | ) | 10,146 | 1984 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Huntington | Savannah, GA | — | 2,521 | 8,223 | — | 1,633 | 2,521 | 9,856 | 12,377 | (2,860 | ) | 9,517 | 1986 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Marsh Cove | Savannah, GA | — | 5,231 | 8,555 | — | 1,675 | 5,231 | 10,230 | 15,461 | (3,428 | ) | 12,033 | 1983 | 2013 | |||||||||||||||||||||||||||||||||
| Oaks at Wilmington Island | Savannah, GA | — | 2,910 | 25,315 | (46 | ) | 4,968 | 2,864 | 30,283 | 33,147 | (13,747 | ) | 19,400 | 1999 | 2006 | ||||||||||||||||||||||||||||||||
| Highlands of West Village | Smyrna, GA | — | 14,410 | 73,733 | — | 7,605 | 14,410 | 81,338 | 95,748 | (15,459 | ) | 80,289 | 2006/12 | 2014 | |||||||||||||||||||||||||||||||||
| Haven at Prairie Trace | Overland Park, KS | — | 3,500 | 40,614 | — | 1,421 | 3,500 | 42,035 | 45,535 | (5,063 | ) | 40,472 | 2015 | 2015 | |||||||||||||||||||||||||||||||||
| Grand Reserve at Pinnacle | Lexington, KY | — | 2,024 | 31,525 | — | 6,570 | 2,024 | 38,095 | 40,119 | (19,649 | ) | 20,470 | 2000 | 1998 | |||||||||||||||||||||||||||||||||
| Lakepointe | Lexington, KY | — | 411 | 3,699 | — | 2,790 | 411 | 6,489 | 6,900 | (4,872 | ) | 2,028 | 1986 | 1994 | |||||||||||||||||||||||||||||||||
| The Mansion | Lexington, KY | — | 694 | 6,242 | — | 3,931 | 694 | 10,173 | 10,867 | (7,692 | ) | 3,175 | 1989 | 1994 | |||||||||||||||||||||||||||||||||
| The Village | Lexington, KY | — | 900 | 8,097 | — | 4,862 | 900 | 12,959 | 13,859 | (9,861 | ) | 3,998 | 1989 | 1994 | |||||||||||||||||||||||||||||||||
| Stonemill Village | Louisville, KY | — | 1,169 | 10,518 | — | 10,063 | 1,169 | 20,581 | 21,750 | (15,189 | ) | 6,561 | 1985 | 1994 | |||||||||||||||||||||||||||||||||
| Crosswinds | Jackson, MS | — | 1,535 | 13,826 | — | 6,428 | 1,535 | 20,254 | 21,789 | (14,410 | ) | 7,379 | 1989 | 1996 | |||||||||||||||||||||||||||||||||
| Pear Orchard | Jackson, MS | — | 1,351 | 12,168 | — | 8,874 | 1,351 | 21,042 | 22,393 | (15,921 | ) | 6,472 | 1985 | 1994 | |||||||||||||||||||||||||||||||||
| Reflection Pointe | Jackson, MS | — | 710 | 8,770 | 138 | 8,868 | 848 | 17,638 | 18,486 | (12,826 | ) | 5,660 | 1986 | 1988 | |||||||||||||||||||||||||||||||||
| Lakeshore Landing | Ridgeland, MS | — | 676 | 6,284 | — | 3,968 | 676 | 10,252 | 10,928 | (5,503 | ) | 5,425 | 1974 | 1994 | |||||||||||||||||||||||||||||||||
| Market Station | Kansas City, MO | — | 5,814 | 46,241 | — | 2,575 | 5,814 | 48,816 | 54,630 | (12,251 | ) | 42,379 | 2010 | 2012 | |||||||||||||||||||||||||||||||||
| The Denton | Kansas City, MO | — | 750 | 8,795 | — | 809 | 750 | 9,604 | 10,354 | (1,019 | ) | 9,335 | 2014 | 2015 | |||||||||||||||||||||||||||||||||
| The Denton II | Kansas City, MO | — | 770 | — | — | 24,397 | 770 | 24,397 | 25,167 | (1,289 | ) | 23,878 | 2017 | 2015 | |||||||||||||||||||||||||||||||||
| The Denton III | Kansas City, MO | — | 4,000 | 42,144 | — | 1,907 | 4,000 | 44,051 | 48,051 | (5,775 | ) | 42,276 | 2013/14 | 2015 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Desert Vista | North Las Vegas, NV | — | 4,091 | 29,826 | — | 2,113 | 4,091 | 31,939 | 36,030 | (8,840 | ) | 27,190 | 2009 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Palm Vista | North Las Vegas, NV | — | 4,909 | 25,643 | — | 3,518 | 4,909 | 29,161 | 34,070 | (8,533 | ) | 25,537 | 2007 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Beaver Creek | Apex, NC | — | 7,491 | 34,863 | — | 2,589 | 7,491 | 37,452 | 44,943 | (9,809 | ) | 35,134 | 2007 | 2013 | |||||||||||||||||||||||||||||||||
| Hermitage at Beechtree | Cary, NC | — | 900 | 8,099 | — | 5,267 | 900 | 13,366 | 14,266 | (9,113 | ) | 5,153 | 1988 | 1997 | |||||||||||||||||||||||||||||||||
| Waterford Forest | Cary, NC | — | (2) | 4,000 | 20,250 | — | 4,131 | 4,000 | 24,381 | 28,381 | (12,221 | ) | 16,160 | 1996 | 2005 | ||||||||||||||||||||||||||||||||
| 1225 South Church I | Charlotte, NC | — | 9,612 | 22,342 | — | 28,834 | 9,612 | 51,176 | 60,788 | (10,860 | ) | 49,928 | 2010 | 2010 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Ayrsley | Charlotte, NC | — | 2,481 | 52,119 | — | 14,683 | 2,481 | 66,802 | 69,283 | (16,143 | ) | 53,140 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Beverly Crest | Charlotte, NC | — | 3,161 | 24,004 | — | 3,305 | 3,161 | 27,309 | 30,470 | (7,335 | ) | 23,135 | 1996 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Legacy Park | Charlotte, NC | — | 2,891 | 28,272 | — | 2,861 | 2,891 | 31,133 | 34,024 | (8,502 | ) | 25,522 | 2001 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Mallard Creek | Charlotte, NC | — | 4,591 | 27,713 | — | 2,293 | 4,591 | 30,006 | 34,597 | (8,302 | ) | 26,295 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Mallard Lake | Charlotte, NC | — | 3,250 | 31,389 | — | 4,623 | 3,250 | 36,012 | 39,262 | (10,139 | ) | 29,123 | 1998 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at University Center | Charlotte, NC | — | 1,620 | 17,499 | — | 975 | 1,620 | 18,474 | 20,094 | (4,753 | ) | 15,341 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Reserve at South End | Charlotte, NC | — | 4,628 | 44,282 | — | 12,031 | 4,628 | 56,313 | 60,941 | (8,234 | ) | 52,707 | 2013 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Chancellor Park | Charlotte, NC | — | 5,311 | 28,016 | — | 4,688 | 5,311 | 32,704 | 38,015 | (8,916 | ) | 29,099 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at South Tryon | Charlotte, NC | — | 2,260 | 19,489 | — | 2,330 | 2,260 | 21,819 | 24,079 | (5,977 | ) | 18,102 | 2002 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Timber Crest | Charlotte, NC | — | 2,901 | 17,192 | — | 2,870 | 2,901 | 20,062 | 22,963 | (5,219 | ) | 17,744 | 2000 | 2013 | |||||||||||||||||||||||||||||||||
| Enclave | Charlotte, NC | — | 1,461 | 18,984 | — | 1,439 | 1,461 | 20,423 | 21,884 | (4,800 | ) | 17,084 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Post Ballantyne | Charlotte, NC | — | 16,216 | 44,817 | — | 2,698 | 16,216 | 47,515 | 63,731 | (5,770 | ) | 57,961 | 2004 | 2016 | |||||||||||||||||||||||||||||||||
| Post Gateway Place | Charlotte, NC | — | 17,528 | 57,444 | — | 4,397 | 17,528 | 61,841 | 79,369 | (8,021 | ) | 71,348 | 2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Park at Phillips Place | Charlotte, NC | — | 20,869 | 65,517 | — | 4,950 | 20,869 | 70,467 | 91,336 | (8,729 | ) | 82,607 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post South End | Charlotte, NC | — | 18,835 | 58,795 | — | 2,136 | 18,835 | 60,931 | 79,766 | (6,803 | ) | 72,963 | 2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Uptown Place | Charlotte, NC | — | 10,888 | 30,078 | — | 2,196 | 10,888 | 32,274 | 43,162 | (4,034 | ) | 39,128 | 2000 | 2016 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Cornelius | Cornelius, NC | — | 4,571 | 29,151 | — | 1,749 | 4,571 | 30,900 | 35,471 | (8,758 | ) | 26,713 | 2009 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Patterson Place | Durham, NC | — | 2,590 | 27,126 | — | 3,459 | 2,590 | 30,585 | 33,175 | (8,218 | ) | 24,957 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Deerfield | Durham, NC | — | 3,271 | 15,609 | — | 1,692 | 3,271 | 17,301 | 20,572 | (5,556 | ) | 15,016 | 1985 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Research Park | Durham, NC | — | 4,201 | 37,682 | — | 3,420 | 4,201 | 41,102 | 45,303 | (11,279 | ) | 34,024 | 2002 | 2013 |
F-38
| Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amount carried as of December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | Encumbrances | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Total (4) | Accumulated Depreciation (5) | Net | Date of Construction | Date Acquired | ||||||||||||||||||||||||||||||||||
| Colonial Grand at Huntersville | Huntersville, NC | — | 4,251 | 31,948 | — | 3,139 | 4,251 | 35,087 | 39,338 | (9,644 | ) | 29,694 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Matthews | Matthews, NC | — | 3,071 | 21,830 | — | 5,249 | 3,071 | 27,079 | 30,150 | (8,434 | ) | 21,716 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Matthews Commons | Matthews, NC | — | 3,690 | 28,536 | — | 2,357 | 3,690 | 30,893 | 34,583 | (8,470 | ) | 26,113 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Arringdon | Morrisville, NC | — | 6,401 | 31,134 | — | 3,734 | 6,401 | 34,868 | 41,269 | (9,465 | ) | 31,804 | 2003 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Brier Creek | Raleigh, NC | — | 7,372 | 50,202 | — | 2,589 | 7,372 | 52,791 | 60,163 | (13,800 | ) | 46,363 | 2010 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Brier Falls | Raleigh, NC | — | 6,572 | 48,910 | — | 2,375 | 6,572 | 51,285 | 57,857 | (13,103 | ) | 44,754 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Crabtree Valley | Raleigh, NC | — | 2,241 | 18,434 | — | 2,078 | 2,241 | 20,512 | 22,753 | (5,207 | ) | 17,546 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Hue | Raleigh, NC | — | 3,690 | 29,910 | — | 2,635 | 3,690 | 32,545 | 36,235 | (8,522 | ) | 27,713 | 2009 | 2010 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Trinity Commons | Raleigh, NC | — | 5,232 | 45,138 | — | 4,133 | 5,232 | 49,271 | 54,503 | (13,833 | ) | 40,670 | 2000/02 | 2013 | |||||||||||||||||||||||||||||||||
| Post Parkside at Wade | Raleigh, NC | — | 7,196 | 51,972 | — | 1,212 | 7,196 | 53,184 | 60,380 | (6,259 | ) | 54,121 | 2011 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside at Wade II | Raleigh, NC | — | 9,450 | 46,316 | 587 | 1,636 | 10,037 | 47,952 | 57,989 | (8,923 | ) | 49,066 | 2017 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside at Wade III | Raleigh, NC | — | 2,200 | — | — | 21,523 | 2,200 | 21,523 | 23,723 | (283 | ) | 23,440 | 2019 | 2016 | |||||||||||||||||||||||||||||||||
| Preserve at Brier Creek | Raleigh, NC | — | 5,850 | 21,980 | (19 | ) | 25,997 | 5,831 | 47,977 | 53,808 | (19,476 | ) | 34,332 | 2004 | 2006 | ||||||||||||||||||||||||||||||||
| Providence at Brier Creek | Raleigh, NC | — | 4,695 | 29,007 | — | 2,211 | 4,695 | 31,218 | 35,913 | (12,347 | ) | 23,566 | 2007 | 2008 | |||||||||||||||||||||||||||||||||
| Tanglewood | Anderson, SC | — | 427 | 3,853 | — | 3,065 | 427 | 6,918 | 7,345 | (5,518 | ) | 1,827 | 1980 | 1994 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Cypress Cove | Charleston, SC | — | 3,610 | 28,645 | — | 2,475 | 3,610 | 31,120 | 34,730 | (8,683 | ) | 26,047 | 2001 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Hampton Pointe | Charleston, SC | — | 3,971 | 22,790 | — | 6,112 | 3,971 | 28,902 | 32,873 | (7,846 | ) | 25,027 | 1986 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Quarterdeck | Charleston, SC | — | 920 | 24,097 | — | 6,135 | 920 | 30,232 | 31,152 | (8,238 | ) | 22,914 | 1987 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Westchase | Charleston, SC | — | 4,571 | 20,091 | — | 4,373 | 4,571 | 24,464 | 29,035 | (7,483 | ) | 21,552 | 1985 | 2013 | |||||||||||||||||||||||||||||||||
| River's Walk | Charleston, SC | — | 8,831 | 39,430 | — | 1,847 | 8,831 | 41,277 | 50,108 | (5,699 | ) | 44,409 | 2013/16 | 2013 | |||||||||||||||||||||||||||||||||
| 1201 Midtown | Charleston, SC | — | 11,929 | 57,885 | — | 677 | 11,929 | 58,562 | 70,491 | (5,346 | ) | 65,145 | 2015 | 2016 | |||||||||||||||||||||||||||||||||
| 1201 Midtown II | Charleston, SC | — | 6,750 | 5,874 | — | 16,021 | 6,750 | 21,895 | 28,645 | (826 | ) | 27,819 | 2018 | 2016 | |||||||||||||||||||||||||||||||||
| The Fairways | Columbia, SC | — | 910 | 8,207 | — | 3,446 | 910 | 11,653 | 12,563 | (8,994 | ) | 3,569 | 1992 | 1994 | |||||||||||||||||||||||||||||||||
| Paddock Club Columbia | Columbia, SC | — | 1,840 | 16,560 | — | 5,450 | 1,840 | 22,010 | 23,850 | (15,348 | ) | 8,502 | 1991 | 1997 | |||||||||||||||||||||||||||||||||
| Colonial Village at Windsor Place | Goose Creek, SC | — | 1,321 | 14,163 | — | 3,343 | 1,321 | 17,506 | 18,827 | (5,448 | ) | 13,379 | 1985 | 2013 | |||||||||||||||||||||||||||||||||
| Highland Ridge | Greenville, SC | — | 482 | 4,337 | — | 2,982 | 482 | 7,319 | 7,801 | (5,037 | ) | 2,764 | 1984 | 1995 | |||||||||||||||||||||||||||||||||
| Howell Commons | Greenville, SC | — | 1,304 | 11,740 | — | 4,126 | 1,304 | 15,866 | 17,170 | (11,380 | ) | 5,790 | 1987 | 1997 | |||||||||||||||||||||||||||||||||
| Paddock Club Greenville | Greenville, SC | — | 1,200 | 10,800 | — | 2,677 | 1,200 | 13,477 | 14,677 | (9,306 | ) | 5,371 | 1996 | 1997 | |||||||||||||||||||||||||||||||||
| Park Haywood | Greenville, SC | — | 325 | 2,925 | 35 | 4,816 | 360 | 7,741 | 8,101 | (5,797 | ) | 2,304 | 1983 | 1993 | |||||||||||||||||||||||||||||||||
| Spring Creek | Greenville, SC | — | 597 | 5,374 | (14 | ) | 3,031 | 583 | 8,405 | 8,988 | (6,216 | ) | 2,772 | 1985 | 1995 | ||||||||||||||||||||||||||||||||
| Innovation Apartment Homes | Greenville, SC | — | 4,437 | 52,026 | — | 1,546 | 4,437 | 53,572 | 58,009 | (6,098 | ) | 51,911 | 2015 | 2016 | |||||||||||||||||||||||||||||||||
| The Greene | Greenville, SC | — | 5,420 | 66,546 | 7 | 103 | 5,427 | 66,649 | 72,076 | (158 | ) | 71,918 | 2019 | 2019 | |||||||||||||||||||||||||||||||||
| Runaway Bay | Mt. Pleasant, SC | — | 1,085 | 7,269 | 12 | 6,840 | 1,097 | 14,109 | 15,206 | (9,997 | ) | 5,209 | 1988 | 1995 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Commerce Park | North Charleston, SC | — | 2,780 | 33,966 | — | 2,840 | 2,780 | 36,806 | 39,586 | (9,678 | ) | 29,908 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| 535 Brookwood | Simpsonville, SC | 11,690 | 1,216 | 18,666 | — | 1,775 | 1,216 | 20,441 | 21,657 | (6,856 | ) | 14,801 | 2008 | 2010 | |||||||||||||||||||||||||||||||||
| Park Place | Spartanburg, SC | — | 723 | 6,504 | — | 3,161 | 723 | 9,665 | 10,388 | (6,966 | ) | 3,422 | 1987 | 1997 | |||||||||||||||||||||||||||||||||
| Farmington Village | Summerville, SC | — | 2,800 | 26,295 | — | 2,613 | 2,800 | 28,908 | 31,708 | (12,090 | ) | 19,618 | 2007 | 2007 | |||||||||||||||||||||||||||||||||
| Colonial Village at Waters Edge | Summerville, SC | — | 2,103 | 9,187 | — | 4,217 | 2,103 | 13,404 | 15,507 | (4,789 | ) | 10,718 | 1985 | 2013 | |||||||||||||||||||||||||||||||||
| Hamilton Pointe | Chattanooga, TN | — | 1,131 | 10,632 | — | 4,722 | 1,131 | 15,354 | 16,485 | (8,518 | ) | 7,967 | 1989 | 1992 | |||||||||||||||||||||||||||||||||
| Hidden Creek | Chattanooga, TN | — | 972 | 8,954 | — | 6,360 | 972 | 15,314 | 16,286 | (7,235 | ) | 9,051 | 1987 | 1988 | |||||||||||||||||||||||||||||||||
| Steeplechase | Chattanooga, TN | — | 217 | 1,957 | — | 3,513 | 217 | 5,470 | 5,687 | (3,822 | ) | 1,865 | 1986 | 1991 | |||||||||||||||||||||||||||||||||
| Windridge | Chattanooga, TN | — | 817 | 7,416 | — | 4,558 | 817 | 11,974 | 12,791 | (8,409 | ) | 4,382 | 1984 | 1997 | |||||||||||||||||||||||||||||||||
| Kirby Station | Memphis, TN | — | 1,148 | 10,337 | — | 10,656 | 1,148 | 20,993 | 22,141 | (14,910 | ) | 7,231 | 1978 | 1994 | |||||||||||||||||||||||||||||||||
| Lincoln on the Green | Memphis, TN | — | 1,498 | 20,483 | — | 17,155 | 1,498 | 37,638 | 39,136 | (27,288 | ) | 11,848 | 1992 | 1994 | |||||||||||||||||||||||||||||||||
| Park Estate | Memphis, TN | — | 178 | 1,141 | — | 4,099 | 178 | 5,240 | 5,418 | (3,950 | ) | 1,468 | 1974 | 1977 | |||||||||||||||||||||||||||||||||
| Reserve at Dexter Lake | Memphis, TN | — | 1,260 | 16,043 | 2,147 | 42,810 | 3,407 | 58,853 | 62,260 | (28,908 | ) | 33,352 | 2000 | 1998 | |||||||||||||||||||||||||||||||||
| Paddock Club Murfreesboro | Murfreesboro, TN | — | 915 | 14,774 | — | 3,776 | 915 | 18,550 | 19,465 | (10,187 | ) | 9,278 | 1999 | 1998 | |||||||||||||||||||||||||||||||||
| Acklen West End | Nashville, TN | — | 12,761 | 58,906 | — | 1,061 | 12,761 | 59,967 | 72,728 | (4,369 | ) | 68,359 | 2015 | 2017 | |||||||||||||||||||||||||||||||||
| Aventura at Indian Lake Village | Nashville, TN | — | 4,950 | 28,053 | — | 2,146 | 4,950 | 30,199 | 35,149 | (8,800 | ) | 26,349 | 2010 | 2011 | |||||||||||||||||||||||||||||||||
| Avondale at Kennesaw | Nashville, TN | 16,110 | 3,456 | 22,443 | — | 3,384 | 3,456 | 25,827 | 29,283 | (8,530 | ) | 20,753 | 2008 | 2010 | |||||||||||||||||||||||||||||||||
| Brentwood Downs | Nashville, TN | — | 1,193 | 10,739 | (2 | ) | 8,918 | 1,191 | 19,657 | 20,848 | (12,910 | ) | 7,938 | 1986 | 1994 | ||||||||||||||||||||||||||||||||
| Charlotte at Midtown | Nashville, TN | — | 7,898 | 54,480 | — | 1,046 | 7,898 | 55,526 | 63,424 | (4,452 | ) | 58,972 | 2016 | 2017 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Bellevue | Nashville, TN | 19,654 | 17,278 | 64,196 | (2 | ) | 4,799 | 17,276 | 68,995 | 86,271 | (14,544 | ) | 71,727 | 1996 / 2015 | 2013 | ||||||||||||||||||||||||||||||||
| Grand View Nashville | Nashville, TN | — | 2,963 | 33,673 | — | 8,767 | 2,963 | 42,440 | 45,403 | (21,265 | ) | 24,138 | 2001 | 1998 | |||||||||||||||||||||||||||||||||
| Monthaven Park | Nashville, TN | — | 2,736 | 28,902 | — | 6,143 | 2,736 | 35,045 | 37,781 | (18,873 | ) | 18,908 | 2000 | 2004 | |||||||||||||||||||||||||||||||||
| Park at Hermitage | Nashville, TN | — | 1,524 | 14,800 | — | 9,496 | 1,524 | 24,296 | 25,820 | (18,141 | ) | 7,679 | 1987 | 1995 | |||||||||||||||||||||||||||||||||
| Venue at Cool Springs | Nashville, TN | — | 6,670 | — | — | 52,305 | 6,670 | 52,305 | 58,975 | (10,230 | ) | 48,745 | 2012 | 2010 | |||||||||||||||||||||||||||||||||
| Verandas at Sam Ridley | Nashville, TN | 19,828 | 3,350 | 28,308 | — | 3,048 | 3,350 | 31,356 | 34,706 | (10,201 | ) | 24,505 | 2009 | 2010 | |||||||||||||||||||||||||||||||||
| Balcones Woods | Austin, TX | — | 1,598 | 14,398 | — | 10,035 | 1,598 | 24,433 | 26,031 | (17,071 | ) | 8,960 | 1983 | 1997 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Canyon Creek | Austin, TX | — | 3,621 | 32,137 | — | 1,965 | 3,621 | 34,102 | 37,723 | (9,409 | ) | 28,314 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Canyon Ranch | Austin, TX | — | 3,778 | 20,201 | — | 2,377 | 3,778 | 22,578 | 26,356 | (6,907 | ) | 19,449 | 2003 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Double Creek | Austin, TX | — | 3,131 | 29,375 | — | 1,050 | 3,131 | 30,425 | 33,556 | (8,413 | ) | 25,143 | 2013 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Onion Creek | Austin, TX | — | 4,902 | 33,010 | — | 2,277 | 4,902 | 35,287 | 40,189 | (9,883 | ) | 30,306 | 2009 | 2013 | |||||||||||||||||||||||||||||||||
| Grand Reserve at Sunset Valley | Austin, TX | — | 3,150 | 11,393 | — | 3,877 | 3,150 | 15,270 | 18,420 | (7,842 | ) | 10,578 | 1996 | 2004 | |||||||||||||||||||||||||||||||||
| Colonial Village at Quarry Oaks | Austin, TX | — | 4,621 | 34,461 | — | 6,446 | 4,621 | 40,907 | 45,528 | (12,562 | ) | 32,966 | 1996 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Wells Branch | Austin, TX | — | (3) | 3,094 | 32,283 | 294 | 1,865 | 3,388 | 34,148 | 37,536 | (8,933 | ) | 28,603 | 2008 | 2013 | ||||||||||||||||||||||||||||||||
| Legacy at Western Oaks | Austin, TX | — | (1) | 9,100 | 49,339 | — | 1,094 | 9,100 | 50,433 | 59,533 | (13,984 | ) | 45,549 | 2001 | 2009 | ||||||||||||||||||||||||||||||||
| Post Barton Creek | Austin, TX | — | 8,683 | 21,497 | — | 1,243 | 8,683 | 22,740 | 31,423 | (3,159 | ) | 28,264 | 1998 | 2016 | |||||||||||||||||||||||||||||||||
| Post Park Mesa | Austin, TX | — | 4,653 | 19,828 | — | 949 | 4,653 | 20,777 | 25,430 | (2,527 | ) | 22,903 | 1992 | 2016 | |||||||||||||||||||||||||||||||||
| Post South Lamar | Austin, TX | — | 11,542 | 41,293 | — | 2,181 | 11,542 | 43,474 | 55,016 | (6,450 | ) | 48,566 | 2011 | 2016 | |||||||||||||||||||||||||||||||||
| Post South Lamar II | Austin, TX | — | 9,000 | 32,800 | — | 20,130 | 9,000 | 52,930 | 61,930 | (3,724 | ) | 58,206 | 2017 | 2016 | |||||||||||||||||||||||||||||||||
| Post West Austin | Austin, TX | — | (3) | 7,805 | 48,843 | — | 1,423 | 7,805 | 50,266 | 58,071 | (7,403 | ) | 50,668 | 2009 | 2016 | ||||||||||||||||||||||||||||||||
| Silverado | Austin, TX | — | 2,900 | 24,009 | — | 4,418 | 2,900 | 28,427 | 31,327 | (13,376 | ) | 17,951 | 2003 | 2006 | |||||||||||||||||||||||||||||||||
| Stassney Woods | Austin, TX | — | 1,621 | 7,501 | — | 8,619 | 1,621 | 16,120 | 17,741 | (10,746 | ) | 6,995 | 1985 | 1995 | |||||||||||||||||||||||||||||||||
| Sixty 600 | Austin, TX | — | 2,281 | 6,169 | — | 8,290 | 2,281 | 14,459 | 16,740 | (9,544 | ) | 7,196 | 1987 | 1995 | |||||||||||||||||||||||||||||||||
| The Woods on Barton Skyway | Austin, TX | — | 1,405 | 12,769 | — | 10,244 | 1,405 | 23,013 | 24,418 | (11,343 | ) | 13,075 | 1977 | 1997 |
F-39
| Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amount carried as of December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | Encumbrances | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Total (4) | Accumulated Depreciation (5) | Net | Date of Construction | Date Acquired | ||||||||||||||||||||||||||||||||||
| Colonial Village at Shoal Creek | Bedford, TX | — | 4,982 | 27,377 | — | 4,024 | 4,982 | 31,401 | 36,383 | (9,230 | ) | 27,153 | 1996 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Willow Creek | Bedford, TX | — | 3,109 | 33,488 | — | 8,223 | 3,109 | 41,711 | 44,820 | (12,218 | ) | 32,602 | 1996 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Hebron | Carrollton, TX | — | 4,231 | 42,237 | — | 1,512 | 4,231 | 43,749 | 47,980 | (10,937 | ) | 37,043 | 2011 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Silverado | Cedar Park, TX | — | 3,282 | 24,935 | — | 1,575 | 3,282 | 26,510 | 29,792 | (7,245 | ) | 22,547 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Silverado Reserve | Cedar Park, TX | — | 3,951 | 31,705 | — | 2,256 | 3,951 | 33,961 | 37,912 | (9,071 | ) | 28,841 | 2005 | 2013 | |||||||||||||||||||||||||||||||||
| Grand Cypress | Cypress, TX | — | 3,881 | 24,267 | — | 1,537 | 3,881 | 25,804 | 29,685 | (5,539 | ) | 24,146 | 2008 | 2013 | |||||||||||||||||||||||||||||||||
| Courtyards at Campbell | Dallas, TX | — | 988 | 8,893 | — | 4,166 | 988 | 13,059 | 14,047 | (8,952 | ) | 5,095 | 1986 | 1998 | |||||||||||||||||||||||||||||||||
| Deer Run | Dallas, TX | — | 1,252 | 11,271 | — | 5,053 | 1,252 | 16,324 | 17,576 | (11,455 | ) | 6,121 | 1985 | 1998 | |||||||||||||||||||||||||||||||||
| Grand Courtyard | Dallas, TX | — | 2,730 | 22,240 | — | 4,669 | 2,730 | 26,909 | 29,639 | (12,285 | ) | 17,354 | 2000 | 2006 | |||||||||||||||||||||||||||||||||
| Legends at Lowe's Farm | Dallas, TX | — | 5,016 | 41,091 | — | 2,844 | 5,016 | 43,935 | 48,951 | (13,043 | ) | 35,908 | 2008 | 2011 | |||||||||||||||||||||||||||||||||
| Colonial Reserve at Medical District | Dallas, TX | — | 4,050 | 33,779 | — | 2,540 | 4,050 | 36,319 | 40,369 | (8,655 | ) | 31,714 | 2007 | 2013 | |||||||||||||||||||||||||||||||||
| Post Abbey | Dallas, TX | — | 2,711 | 4,369 | — | 282 | 2,711 | 4,651 | 7,362 | (588 | ) | 6,774 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Addison Circle | Dallas, TX | — | 12,308 | 189,419 | — | 11,330 | 12,308 | 200,749 | 213,057 | (24,380 | ) | 188,677 | 1998-2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Cole's Corner | Dallas, TX | — | 13,030 | 14,383 | — | 2,394 | 13,030 | 16,777 | 29,807 | (2,354 | ) | 27,453 | 1998 | 2016 | |||||||||||||||||||||||||||||||||
| Post Eastside | Dallas, TX | — | 7,134 | 58,095 | — | 1,213 | 7,134 | 59,308 | 66,442 | (7,908 | ) | 58,534 | 2008 | 2016 | |||||||||||||||||||||||||||||||||
| Post Gallery | Dallas, TX | — | 4,391 | 7,910 | — | 894 | 4,391 | 8,804 | 13,195 | (1,349 | ) | 11,846 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Heights | Dallas, TX | — | 26,245 | 37,922 | — | 1,160 | 26,245 | 39,082 | 65,327 | (5,198 | ) | 60,129 | 1998-1999/2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Katy Trail | Dallas, TX | — | 10,333 | 32,456 | — | 819 | 10,333 | 33,275 | 43,608 | (3,806 | ) | 39,802 | 2010 | 2016 | |||||||||||||||||||||||||||||||||
| Post Legacy | Dallas, TX | — | (3) | 6,575 | 55,277 | — | 3,630 | 6,575 | 58,907 | 65,482 | (7,083 | ) | 58,399 | 2000 | 2016 | ||||||||||||||||||||||||||||||||
| Post Meridian | Dallas, TX | — | 8,780 | 13,654 | — | 427 | 8,780 | 14,081 | 22,861 | (1,921 | ) | 20,940 | 1991 | 2016 | |||||||||||||||||||||||||||||||||
| Post Sierra at Frisco Bridges | Dallas, TX | — | 6,777 | 32,553 | — | 830 | 6,777 | 33,383 | 40,160 | (4,943 | ) | 35,217 | 2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Square | Dallas, TX | — | 13,178 | 24,048 | — | 2,059 | 13,178 | 26,107 | 39,285 | (3,124 | ) | 36,161 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Uptown Village | Dallas, TX | — | 34,974 | 33,213 | — | 4,541 | 34,974 | 37,754 | 72,728 | (5,119 | ) | 67,609 | 1995/2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Vineyard | Dallas, TX | — | 7,966 | 7,471 | — | 1,040 | 7,966 | 8,511 | 16,477 | (1,097 | ) | 15,380 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Vintage | Dallas, TX | — | 13,621 | 8,608 | — | 1,517 | 13,621 | 10,125 | 23,746 | (1,366 | ) | 22,380 | 1993 | 2016 | |||||||||||||||||||||||||||||||||
| Post Worthington | Dallas, TX | — | 13,713 | 43,268 | — | 1,552 | 13,713 | 44,820 | 58,533 | (5,426 | ) | 53,107 | 1993/2008 | 2016 | |||||||||||||||||||||||||||||||||
| Watermark | Dallas, TX | — | (2) | 960 | 14,438 | — | 3,130 | 960 | 17,568 | 18,528 | (9,253 | ) | 9,275 | 2002 | 2004 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Bear Creek | Euless, TX | — | 6,453 | 30,048 | — | 3,199 | 6,453 | 33,247 | 39,700 | (10,099 | ) | 29,601 | 1998 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Fairview | Fairview, TX | — | 2,171 | 35,077 | — | 1,161 | 2,171 | 36,238 | 38,409 | (8,941 | ) | 29,468 | 2012 | 2013 | |||||||||||||||||||||||||||||||||
| La Valencia at Starwood | Frisco, TX | — | 3,240 | 26,069 | — | 1,851 | 3,240 | 27,920 | 31,160 | (9,131 | ) | 22,029 | 2009 | 2010 | |||||||||||||||||||||||||||||||||
| Colonial Reserve at Frisco Bridges | Frisco, TX | — | 1,968 | 34,018 | — | 1,642 | 1,968 | 35,660 | 37,628 | (8,643 | ) | 28,985 | 2013 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Grapevine | Grapevine, TX | — | 2,351 | 29,757 | — | 6,465 | 2,351 | 36,222 | 38,573 | (10,022 | ) | 28,551 | 1985/86 | 2013 | |||||||||||||||||||||||||||||||||
| Greenwood Forest | Houston, TX | — | 3,465 | 23,482 | — | 1,150 | 3,465 | 24,632 | 28,097 | (5,897 | ) | 22,200 | 1994 | 2013 | |||||||||||||||||||||||||||||||||
| Legacy Pines | Houston, TX | — | (2) | 2,157 | 19,066 | (15 | ) | 4,170 | 2,142 | 23,236 | 25,378 | (12,904 | ) | 12,474 | 1999 | 2003 | |||||||||||||||||||||||||||||||
| Park Place (Houston) | Houston, TX | — | 2,061 | 15,830 | — | 3,264 | 2,061 | 19,094 | 21,155 | (8,596 | ) | 12,559 | 1996 | 2007 | |||||||||||||||||||||||||||||||||
| Post Midtown Square | Houston, TX | — | 19,038 | 89,570 | — | 2,602 | 19,038 | 92,172 | 111,210 | (11,984 | ) | 99,226 | 1999/2013 | 2016 | |||||||||||||||||||||||||||||||||
| Post 510 | Houston, TX | — | 7,227 | 33,366 | — | 426 | 7,227 | 33,792 | 41,019 | (4,713 | ) | 36,306 | 2014 | 2016 | |||||||||||||||||||||||||||||||||
| Post Afton Oaks | Houston, TX | — | 11,503 | 65,469 | — | 3,515 | 11,503 | 68,984 | 80,487 | (10,736 | ) | 69,751 | 2017 | 2016 | |||||||||||||||||||||||||||||||||
| Ranchstone | Houston, TX | — | 1,480 | 14,807 | — | 2,941 | 1,480 | 17,748 | 19,228 | (7,772 | ) | 11,456 | 1996 | 2007 | |||||||||||||||||||||||||||||||||
| Reserve at Woodwind Lakes | Houston, TX | — | 1,968 | 19,928 | — | 4,199 | 1,968 | 24,127 | 26,095 | (11,050 | ) | 15,045 | 1999 | 2006 | |||||||||||||||||||||||||||||||||
| Retreat at Vintage Park | Houston, TX | — | (3) | 8,211 | 40,352 | — | 1,092 | 8,211 | 41,444 | 49,655 | (5,573 | ) | 44,082 | 2014 | 2014 | ||||||||||||||||||||||||||||||||
| Yale at 6th | Houston, TX | — | (1) | 13,107 | 62,764 | — | 1,345 | 13,107 | 64,109 | 77,216 | (6,319 | ) | 70,897 | 2015 | 2016 | ||||||||||||||||||||||||||||||||
| Cascade at Fall Creek | Humble, TX | — | 5,985 | 40,011 | — | 3,312 | 5,985 | 43,323 | 49,308 | (17,998 | ) | 31,310 | 2007 | 2007 | |||||||||||||||||||||||||||||||||
| Bella Casita | Irving, TX | — | (2) | 2,521 | 26,432 | — | 2,560 | 2,521 | 28,992 | 31,513 | (9,293 | ) | 22,220 | 2007 | 2010 | ||||||||||||||||||||||||||||||||
| Remington Hills | Irving, TX | — | 4,390 | 21,822 | — | 12,278 | 4,390 | 34,100 | 38,490 | (9,256 | ) | 29,234 | 1984 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Reserve at Las Colinas | Irving, TX | — | (1) | 3,902 | 40,691 | — | 1,881 | 3,902 | 42,572 | 46,474 | (10,301 | ) | 36,173 | 2006 | 2013 | ||||||||||||||||||||||||||||||||
| Colonial Grand at Valley Ranch | Irving, TX | 22,286 | 5,072 | 37,397 | — | 13,157 | 5,072 | 50,554 | 55,626 | (14,925 | ) | 40,701 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Oakbend | Lewisville, TX | — | 5,598 | 28,616 | — | 5,009 | 5,598 | 33,625 | 39,223 | (9,544 | ) | 29,679 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Times Square at Craig Ranch | McKinney, TX | — | 1,130 | 28,058 | — | 4,769 | 1,130 | 32,827 | 33,957 | (11,196 | ) | 22,761 | 2009 | 2010 | |||||||||||||||||||||||||||||||||
| Venue at Stonebridge Ranch | McKinney, TX | — | 4,034 | 19,528 | — | 1,741 | 4,034 | 21,269 | 25,303 | (4,668 | ) | 20,635 | 2000 | 2013 | |||||||||||||||||||||||||||||||||
| Cityscape at Market Center | Plano, TX | — | 16,894 | 110,705 | — | 2,492 | 16,894 | 113,197 | 130,091 | (14,691 | ) | 115,400 | 2013/15 | 2014 | |||||||||||||||||||||||||||||||||
| Highwood | Plano, TX | — | 864 | 7,783 | — | 3,631 | 864 | 11,414 | 12,278 | (7,893 | ) | 4,385 | 1983 | 1998 | |||||||||||||||||||||||||||||||||
| Los Rios Park | Plano, TX | — | 3,273 | 28,823 | — | 6,921 | 3,273 | 35,744 | 39,017 | (19,360 | ) | 19,657 | 2000 | 2003 | |||||||||||||||||||||||||||||||||
| Boulder Ridge | Roanoke, TX | — | 3,382 | 26,930 | — | 7,025 | 3,382 | 33,955 | 37,337 | (16,567 | ) | 20,770 | 1999 | 2005 | |||||||||||||||||||||||||||||||||
| Copper Ridge | Roanoke, TX | — | 3,336 | — | — | 21,806 | 3,336 | 21,806 | 25,142 | (6,506 | ) | 18,636 | 2009 | 2008 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Ashton Oaks | Round Rock, TX | — | 5,511 | 36,241 | — | 2,376 | 5,511 | 38,617 | 44,128 | (10,589 | ) | 33,539 | 2009 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Grand at Round Rock | Round Rock, TX | — | 4,691 | 45,379 | — | 2,738 | 4,691 | 48,117 | 52,808 | (12,809 | ) | 39,999 | 1997 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at Sierra Vista | Round Rock, TX | — | 2,561 | 16,488 | — | 3,815 | 2,561 | 20,303 | 22,864 | (6,188 | ) | 16,676 | 1999 | 2013 | |||||||||||||||||||||||||||||||||
| Alamo Ranch | San Antonio, TX | — | 2,380 | 26,982 | — | 3,026 | 2,380 | 30,008 | 32,388 | (9,674 | ) | 22,714 | 2009 | 2011 | |||||||||||||||||||||||||||||||||
| Bulverde Oaks | San Antonio, TX | — | 4,257 | 36,759 | — | 1,590 | 4,257 | 38,349 | 42,606 | (5,411 | ) | 37,195 | 2014 | 2014 | |||||||||||||||||||||||||||||||||
| Haven at Blanco | San Antonio, TX | — | 5,450 | 45,958 | — | 3,419 | 5,450 | 49,377 | 54,827 | (13,066 | ) | 41,761 | 2010 | 2012 | |||||||||||||||||||||||||||||||||
| Stone Ranch at Westover Hills | San Antonio, TX | — | 4,000 | 24,992 | — | 2,961 | 4,000 | 27,953 | 31,953 | (9,964 | ) | 21,989 | 2009 | 2009 | |||||||||||||||||||||||||||||||||
| Cypresswood Court | Spring, TX | — | (2) | 576 | 5,190 | — | 5,165 | 576 | 10,355 | 10,931 | (6,378 | ) | 4,553 | 1984 | 1994 | ||||||||||||||||||||||||||||||||
| Villages at Kirkwood | Stafford, TX | — | 1,918 | 15,846 | — | 3,179 | 1,918 | 19,025 | 20,943 | (9,804 | ) | 11,139 | 1996 | 2004 | |||||||||||||||||||||||||||||||||
| Green Tree Place | Woodlands, TX | — | (2) | 539 | 4,850 | — | 3,929 | 539 | 8,779 | 9,318 | (6,438 | ) | 2,880 | 1984 | 1994 | ||||||||||||||||||||||||||||||||
| Stonefield Commons | Charlottesville, VA | — | 11,044 | 36,689 | — | 1,193 | 11,044 | 37,882 | 48,926 | (5,561 | ) | 43,365 | 2013 | 2014 | |||||||||||||||||||||||||||||||||
| Adalay Bay | Chesapeake, VA | — | 5,280 | 31,341 | — | 3,565 | 5,280 | 34,906 | 40,186 | (9,885 | ) | 30,301 | 2002 | 2012 | |||||||||||||||||||||||||||||||||
| Colonial Village at Greenbrier | Fredericksburg, VA | — | 4,842 | 21,677 | — | 2,549 | 4,842 | 24,226 | 29,068 | (5,977 | ) | 23,091 | 1980 | 2013 | |||||||||||||||||||||||||||||||||
| Seasons at Celebrate Virginia | Fredericksburg, VA | — | 14,490 | 32,083 | — | 40,065 | 14,490 | 72,148 | 86,638 | (15,520 | ) | 71,118 | 2011 | 2011 | |||||||||||||||||||||||||||||||||
| Station Square at Cosner's Corner | Fredericksburg, VA | — | 12,825 | 51,078 | — | 1,651 | 12,825 | 52,729 | 65,554 | (7,962 | ) | 57,592 | 2013/16 | 2013 | |||||||||||||||||||||||||||||||||
| Apartments at Cobblestone Square | Fredericksburg, VA | — | 10,990 | 48,696 | — | 2,674 | 10,990 | 51,370 | 62,360 | (7,440 | ) | 54,920 | 2012 | 2016 | |||||||||||||||||||||||||||||||||
| Colonial Village at Hampton Glen | Glen Allen, VA | — | 4,851 | 21,678 | — | 3,266 | 4,851 | 24,944 | 29,795 | (6,757 | ) | 23,038 | 1986 | 2013 | |||||||||||||||||||||||||||||||||
| Colonial Village at West End | Glen Allen, VA | — | 4,661 | 18,908 | — | 2,943 | 4,661 | 21,851 | 26,512 | (5,919 | ) | 20,593 | 1987 | 2013 | |||||||||||||||||||||||||||||||||
| Township | Hampton, VA | — | 1,509 | 8,189 | — | 8,663 | 1,509 | 16,852 | 18,361 | (11,425 | ) | 6,936 | 1987 | 1995 | |||||||||||||||||||||||||||||||||
| Colonial Village at Waterford | Midlothian, VA | — | 6,733 | 29,221 | — | 4,768 | 6,733 | 33,989 | 40,722 | (9,654 | ) | 31,068 | 1989 | 2013 | |||||||||||||||||||||||||||||||||
| Ashley Park | Richmond, VA | — | 4,761 | 13,365 | — | 2,363 | 4,761 | 15,728 | 20,489 | (4,968 | ) | 15,521 | 1988 | 2013 |
F-40
| Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amount carried as of December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | Encumbrances | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Land | Buildings and Fixtures | Total (4) | Accumulated Depreciation (5) | Net | Date of Construction | Date Acquired | ||||||||||||||||||||||||||||||||||
| Colonial Village at Chase Gayton | Richmond, VA | — | 6,021 | 29,004 | — | 3,662 | 6,021 | 32,666 | 38,687 | (9,211 | ) | 29,476 | 1984 | 2013 | |||||||||||||||||||||||||||||||||
| Hamptons at Hunton Park | Richmond, VA | — | 4,930 | 35,598 | — | 6,079 | 4,930 | 41,677 | 46,607 | (12,283 | ) | 34,324 | 2003 | 2011 | |||||||||||||||||||||||||||||||||
| Retreat at West Creek | Richmond, VA | — | 7,112 | 36,136 | — | 1,957 | 7,112 | 38,093 | 45,205 | (4,699 | ) | 40,506 | 2015 | 2015 | |||||||||||||||||||||||||||||||||
| Retreat at West Creek II | Richmond, VA | — | 3,000 | — | — | 12,141 | 3,000 | 12,141 | 15,141 | (859 | ) | 14,282 | 2017 | 2015 | |||||||||||||||||||||||||||||||||
| Radius | Newport News, VA | — | 5,040 | 36,481 | — | 3,070 | 5,040 | 39,551 | 44,591 | (4,966 | ) | 39,625 | 2012 | 2015 | |||||||||||||||||||||||||||||||||
| Post Carlyle Square | Washington D.C. | — | 29,728 | 154,309 | — | 2,338 | 29,728 | 156,647 | 186,375 | (18,306 | ) | 168,069 | 2006/13 | 2016 | |||||||||||||||||||||||||||||||||
| Post Corners at Trinity Center | Washington D.C. | — | 7,664 | 70,012 | — | 2,011 | 7,664 | 72,023 | 79,687 | (8,487 | ) | 71,200 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Fallsgrove | Washington D.C. | — | 17,524 | 58,896 | — | 2,783 | 17,524 | 61,679 | 79,203 | (7,557 | ) | 71,646 | 2003 | 2016 | |||||||||||||||||||||||||||||||||
| Post Park | Washington D.C. | — | 5,355 | 79,842 | — | 1,732 | 5,355 | 81,574 | 86,929 | (12,442 | ) | 74,487 | 2010 | 2016 | |||||||||||||||||||||||||||||||||
| Post Pentagon Row | Washington D.C. | — | 30,452 | 125,091 | — | 6,189 | 30,452 | 131,280 | 161,732 | (16,006 | ) | 145,726 | 2001 | 2016 | |||||||||||||||||||||||||||||||||
| Post Tysons Corner | Washington D.C. | — | 30,776 | 82,021 | — | 3,129 | 30,776 | 85,150 | 115,926 | (10,043 | ) | 105,883 | 1990 | 2016 | |||||||||||||||||||||||||||||||||
| Total Residential Properties | 145,473 | 1,820,078 | 9,941,939 | 5,286 | 1,691,471 | 1,825,364 | 11,633,410 | 13,458,774 | (2,915,332 | ) | 10,543,442 | ||||||||||||||||||||||||||||||||||||
| Colonial Promenade at Huntsville Retail | Huntsville, AL | — | 1,748 | — | — | — | 1,748 | — | 1,748 | — | 1,748 | 2017 | 2013 | ||||||||||||||||||||||||||||||||||
| 220 Riverside Retail | Jacksonville, FL | — | 119 | 2,902 | — | 7 | 119 | 2,909 | 3,028 | (40 | ) | 2,988 | 2015 | 2019 | |||||||||||||||||||||||||||||||||
| Allure in Buckhead Retail | Atlanta, GA | — | 867 | 3,465 | — | 430 | 867 | 3,895 | 4,762 | (928 | ) | 3,834 | 2012 | 2012 | |||||||||||||||||||||||||||||||||
| Highlands of West Village Retail | Smyrna, GA | — | 2,500 | 8,446 | 908 | 1,356 | 3,408 | 9,802 | 13,210 | (1,742 | ) | 11,468 | 2012 | 2014 | |||||||||||||||||||||||||||||||||
| The Denton Retail | Kansas City, MO | — | 700 | 4,439 | — | 510 | 700 | 4,949 | 5,649 | (606 | ) | 5,043 | 2014 | 2015 | |||||||||||||||||||||||||||||||||
| 1225 South Church Retail | Charlotte, NC | — | 43 | 199 | 9 | 242 | 52 | 441 | 493 | (140 | ) | 353 | 2010 | 2010 | |||||||||||||||||||||||||||||||||
| Bella Casita at Las Colinas Retail | Irving, TX | — | (2) | 46 | 186 | — | 164 | 46 | 350 | 396 | (102 | ) | 294 | 2007 | 2010 | ||||||||||||||||||||||||||||||||
| Times Square at Craig Ranch Retail | McKinney, TX | — | 253 | 1,310 | — | 3,551 | 253 | 4,861 | 5,114 | (755 | ) | 4,359 | 2009 | 2010 | |||||||||||||||||||||||||||||||||
| Post Rocky Point Retail | Tampa, FL | — | 34 | 51 | — | 272 | 34 | 323 | 357 | (79 | ) | 278 | 1994-1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Training Facility | Atlanta, GA | — | 1,092 | 968 | — | 32 | 1,092 | 1,000 | 2,092 | (245 | ) | 1,847 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Riverside Office | Atlanta, GA | — | 9,680 | 22,108 | — | 8,435 | 9,680 | 30,543 | 40,223 | (4,560 | ) | 35,663 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Riverside Retail | Atlanta, GA | — | 889 | 2,340 | — | 2,568 | 889 | 4,908 | 5,797 | (499 | ) | 5,298 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Harbour Place Retail | Tampa, FL | — | 386 | 4,315 | — | 306 | 386 | 4,621 | 5,007 | (571 | ) | 4,436 | 1997 | 2016 | |||||||||||||||||||||||||||||||||
| Post Soho Square Retail | Tampa, FL | — | 268 | 4,033 | — | 6 | 268 | 4,039 | 4,307 | (674 | ) | 3,633 | 2012 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside Atlanta Retail | Atlanta, GA | — | 426 | 1,089 | — | 21 | 426 | 1,110 | 1,536 | (146 | ) | 1,390 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Uptown Place Retail | Charlotte, NC | — | 319 | 1,144 | — | 11 | 319 | 1,155 | 1,474 | (159 | ) | 1,315 | 1998 | 2016 | |||||||||||||||||||||||||||||||||
| Post Uptown Leasing Center | Charlotte, NC | — | 1,290 | 1,488 | — | 114 | 1,290 | 1,602 | 2,892 | (186 | ) | 2,706 | 1998 | 2016 | |||||||||||||||||||||||||||||||||
| Post Park Maryland Retail | Washington D.C. | — | 25 | 137 | — | — | 25 | 137 | 162 | (14 | ) | 148 | 2007 | 2016 | |||||||||||||||||||||||||||||||||
| Post South End Retail | Charlotte, NC | — | 470 | 1,289 | — | 121 | 470 | 1,410 | 1,880 | (205 | ) | 1,675 | 2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Gateway Place Retail | Charlotte, NC | — | 318 | 1,430 | — | 24 | 318 | 1,454 | 1,772 | (222 | ) | 1,550 | 2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Parkside at Wade Retail | Raleigh, NC | — | 317 | 4,552 | — | 71 | 317 | 4,623 | 4,940 | (774 | ) | 4,166 | 2011 | 2016 | |||||||||||||||||||||||||||||||||
| Hue Retail | Raleigh, NC | — | — | 2,129 | — | 65 | — | 2,194 | 2,194 | (103 | ) | 2,091 | 2010 | 2018 | |||||||||||||||||||||||||||||||||
| Post Parkside Orlando Retail | Orlando, FL | — | 742 | 11,924 | — | 1,119 | 742 | 13,043 | 13,785 | (1,604 | ) | 12,181 | 1999 | 2016 | |||||||||||||||||||||||||||||||||
| Post Carlyle Square Retail | Washington D.C. | — | 1,048 | 7,930 | — | 38 | 1,048 | 7,968 | 9,016 | (1,002 | ) | 8,014 | 2006/16 | 2016 | |||||||||||||||||||||||||||||||||
| Post Coles Corner Retail | Dallas, TX | — | 347 | 716 | — | 52 | 347 | 768 | 1,115 | (117 | ) | 998 | 1998 | 2016 | |||||||||||||||||||||||||||||||||
| Post Square Retail | Dallas, TX | — | 1,581 | 5,982 | — | 277 | 1,581 | 6,259 | 7,840 | (810 | ) | 7,030 | 1996 | 2016 | |||||||||||||||||||||||||||||||||
| Post Worthington Retail | Dallas, TX | — | 108 | 495 | — | 359 | 108 | 854 | 962 | (64 | ) | 898 | 1993/2008 | 2016 | |||||||||||||||||||||||||||||||||
| Post Heights Retail | Dallas, TX | — | 1,066 | 3,314 | — | 100 | 1,066 | 3,414 | 4,480 | (475 | ) | 4,005 | 1997 | 2016 | |||||||||||||||||||||||||||||||||
| Post Eastside Retail | Dallas, TX | — | 682 | 10,645 | — | 209 | 682 | 10,854 | 11,536 | (1,417 | ) | 10,119 | 2008 | 2016 | |||||||||||||||||||||||||||||||||
| Post Addison Circle Retail | Dallas, TX | — | 448 | 21,386 | — | 1,768 | 448 | 23,154 | 23,602 | (3,551 | ) | 20,051 | 1998-2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Addison Circle Office | Dallas, TX | — | 1,395 | 4,280 | — | 693 | 1,395 | 4,973 | 6,368 | (977 | ) | 5,391 | 1998-2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post Sierra Frisco Bridges Retail | Dallas, TX | — | 779 | 6,593 | — | 557 | 779 | 7,150 | 7,929 | (998 | ) | 6,931 | 2009 | 2016 | |||||||||||||||||||||||||||||||||
| Post Katy Trail Retail | Dallas, TX | — | 465 | 4,883 | — | 35 | 465 | 4,918 | 5,383 | (589 | ) | 4,794 | 2010 | 2016 | |||||||||||||||||||||||||||||||||
| Post Midtown Square Retail | Houston, TX | — | 1,327 | 16,005 | — | 256 | 1,327 | 16,261 | 17,588 | (1,984 | ) | 15,604 | 1999/2013 | 2016 | |||||||||||||||||||||||||||||||||
| Rise Condo Devel LP Retail | Houston, TX | — | — | 2,280 | — | — | — | 2,280 | 2,280 | (313 | ) | 1,967 | 1999/2013 | 2016 | |||||||||||||||||||||||||||||||||
| Post Legacy Retail | Dallas, TX | — | 150 | 3,334 | — | 346 | 150 | 3,680 | 3,830 | (428 | ) | 3,402 | 2000 | 2016 | |||||||||||||||||||||||||||||||||
| Post South Lamar Retail | Austin, TX | — | 421 | 3,072 | — | 436 | 421 | 3,508 | 3,929 | (427 | ) | 3,502 | 2011 | 2016 | |||||||||||||||||||||||||||||||||
| The Greene Retail | Greenville, SC | — | — | — | — | — | — | — | — | — | — | 2019 | 2019 | ||||||||||||||||||||||||||||||||||
| Total Retail / Commercial Properties | — | 32,349 | 170,859 | 917 | 24,551 | 33,266 | 195,410 | 228,676 | (27,506 | ) | 201,170 | ||||||||||||||||||||||||||||||||||||
| Copper Ridge II | Roanoke, TX | — | 830 | — | — | 19,350 | 830 | 19,350 | 20,180 | — | 20,180 | N/A | 2008 | ||||||||||||||||||||||||||||||||||
| MAA at Frisco Bridges II | Dallas, TX | — | 6,100 | — | — | 37,491 | 6,100 | 37,491 | 43,591 | — | 43,591 | N/A | 2016 | ||||||||||||||||||||||||||||||||||
| Novel Midtown | Phoenix, AZ | — | 9,381 | — | — | 20,734 | 9,381 | 20,734 | 30,115 | — | 30,115 | N/A | 2019 | ||||||||||||||||||||||||||||||||||
| Jefferson Sand Lake | Orlando, FL | — | 7,704 | — | — | 7,695 | 7,704 | 7,695 | 15,399 | — | 15,399 | N/A | 2019 | ||||||||||||||||||||||||||||||||||
| Westglenn | Denver, CO | — | 8,077 | — | — | 9,398 | 8,077 | 9,398 | 17,475 | — | 17,475 | N/A | 2018 | ||||||||||||||||||||||||||||||||||
| Long Point | Houston, TX | — | 9,031 | — | — | 1,437 | 9,031 | 1,437 | 10,468 | — | 10,468 | N/A | 2018 | ||||||||||||||||||||||||||||||||||
| 336 N Orange | Orlando, FL | — | 6,004 | — | — | 6,819 | 6,004 | 6,819 | 12,823 | — | 12,823 | N/A | 2018 | ||||||||||||||||||||||||||||||||||
| Total Active Development Properties | — | 47,127 | — | — | 102,924 | 47,127 | 102,924 | 150,051 | — | 150,051 | |||||||||||||||||||||||||||||||||||||
| Total Properties | 145,473 | 1,899,554 | 10,112,798 | 6,203 | 1,818,946 | 1,905,757 | 11,931,744 | 13,837,501 | (2,942,838 | ) | 10,894,663 | ||||||||||||||||||||||||||||||||||||
| Total Land Held for Future Developments | — | 34,548 | — | — | — | 34,548 | — | 34,548 | — | 34,548 | N/A | Various | |||||||||||||||||||||||||||||||||||
| Corporate Properties | — | — | — | — | 26,658 | — | 26,658 | 26,658 | (12,415 | ) | 14,243 | Various | Various | ||||||||||||||||||||||||||||||||||
| Total Other | — | 34,548 | — | — | 26,658 | 34,548 | 26,658 | 61,206 | (12,415 | ) | 48,791 | ||||||||||||||||||||||||||||||||||||
| Total Real Estate Assets, net of Joint Ventures | $ | 145,473 | $ | 1,934,102 | $ | 10,112,798 | $ | 6,203 | $ | 1,845,604 | $ | 1,940,305 | $ | 11,958,402 | $ | 13,898,707 | $ | (2,955,253 | ) | $ | 10,943,454 |
| (1) | Encumbered by a $172.0 million secured property mortgage, with a fixed interest rate of 4.44%, which matures on January 10, 2049. |
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| (2) | Encumbered by a $121.1 million secured property mortgage, with a fixed interest rate of 5.08%, which matures on June 10, 2021. |
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| (3) | Encumbered by a $191.3 million secured property mortgage, with a fixed interest rate of 4.43%, which matures on February 10, 2049. |
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| (4) | The aggregate cost for federal income tax purposes was approximately $11.4 billion at December 31, 2019. 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. |
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| (5) | Depreciation is recognized on a straight-line basis over the estimated useful asset life, which ranges from eight to 40 years for land improvements and buildings, five years for furniture, fixtures and equipment and six months for the fair market value of residential leases. |
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F-41
Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
Schedule III - Real Estate and Accumulated Depreciation
Years ended December 31, 2019, 2018 and 2017
The following table summarizes the Company’s changes in real estate investments and accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 (dollars in thousands):
| 2019 | 2018 | 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate investments: | ||||||||||||
| Balance at beginning of year | $ | 13,656,807 | $ | 13,292,039 | $ | 12,972,170 | ||||||
| Acquisitions (1) | 105,730 | 130,187 | 127,710 | |||||||||
| Less: FMV of leases included in acquisitions | (512 | ) | (796 | ) | (1,488 | ) | ||||||
| Improvement and development | 302,380 | 253,954 | 322,829 | |||||||||
| Assets held for sale | — | — | (5,321 | ) | ||||||||
| Disposition of real estate assets (2) | (165,698 | ) | (18,577 | ) | (123,861 | ) | ||||||
| Balance at end of year | $ | 13,898,707 | $ | 13,656,807 | $ | 13,292,039 | ||||||
| Accumulated depreciation: | ||||||||||||
| Balance at beginning of year | $ | 2,549,287 | $ | 2,075,071 | $ | 1,674,801 | ||||||
| Depreciation | 493,674 | 485,654 | 463,590 | |||||||||
| Disposition of real estate assets (2) | (87,708 | ) | (11,438 | ) | (63,320 | ) | ||||||
| Balance at end of year | $ | 2,955,253 | $ | 2,549,287 | $ | 2,075,071 |
| (1) | Includes non-cash activity related to acquisitions. |
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| (2) | Includes assets sold, casualty losses, and removal of certain fully depreciated assets. |
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See accompanying reports of independent registered public accounting firm.
F-42
Previous: Item 15. Exhibits, Financial Statement Schedules.