Mid-America Apartment Communities 10-Q 2022-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2022

or

For the transition period from ______ to ______

Commission File Number: 001-12762 (Mid-America Apartment Communities, Inc.)

Commission File Number: 333-190028-01 (Mid-America Apartments, L.P.)

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

6815 Poplar Ave**.,** Suite 500**,** Germantown**,** TN 38138

(Address of principal executive offices) (Zip Code)

(901) 682-6600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

TABLE OF CONTENTS

Explanatory Note

This report combines the Quarterly Reports on Form 10-Q for the quarter ended September 30, 2022 of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-America Apartment Communities, Inc. is the sole general partner. Mid-America Apartment Communities, Inc. and its 97.3% owned subsidiary, Mid-America Apartments, L.P., are both required to file quarterly reports under the Securities Exchange Act of 1934, as amended.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P. together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are referred to as “common unitholders.”

As of September 30, 2022, MAA owned 115,447,252 OP Units (97.3% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

We believe combining the periodic reports of MAA and the Operating Partnership, including the notes to the condensed consolidated financial statements, into this report results in the following benefits:

enhances investors’ understanding of MAA and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both MAA and the Operating Partnership; and

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. We believe it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.

The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive income or loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive income or loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

In order to highlight the material differences between MAA and the Operating Partnership, this Quarterly Report on Form 10-Q includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership, including:

the condensed consolidated financial statements in Part 1, Item 1 of this report;

certain accompanying notes to the condensed consolidated financial statements, including Note 2 - Earnings per Common Share of MAA and Note 3 - Earnings per OP Unit of MAALP; Note 4 - MAA Equity and Note 5 - MAALP Capital; and Note 8 - Shareholders’ Equity of MAA and Note 9 - Partners’ Capital of MAALP;

the controls and procedures in Part 1, Item 4 of this report; and

the certifications included as Exhibits 31 and 32 to this report.

In the sections that combine disclosures for MAA and the Operating Partnership, this Quarterly Report on Form 10-Q refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because we operate the business through the Operating Partnership. MAA, the Operating Partnership and its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate, distinct legal entities.

PART I – FINANC****IAL INFORMATION

Mid-America Apartment Communities, Inc.

Condensed Consolida****ted Balance Sheets

(Unaudited)

(Dollars in thousands, except per share data)

(1)

Number of shares issued and outstanding represents total shares of common stock regardless of classification on the Condensed Consolidated Balance Sheets. The number of shares classified as redeemable common stock on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are 134,629 and 131,559, respectively.

See accompanying notes to condensed consolidated financial statements.

Mid-America Apartment Communities, Inc.

Condensed Consolidated S****tatements of Operations

(Unaudited)

(Dollars in thousands, except per share data)

See accompanying notes to condensed consolidated financial statements.

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statem****ents of Comprehensive Income

(Unaudited)

(Dollars in thousands)

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The following discussion analyzes the financial condition and results of operations of both MAA and the Operating Partnership, of which MAA is the sole general partner and in which MAA owned a 97.3% interest as of September 30, 2022. MAA conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of September 30, 2022, we owned and operated 292 apartment communities (which does not include development communities under construction) through the Operating Partnership and its subsidiaries, and we had an ownership interest in one apartment community through an unconsolidated real estate joint venture and had five development communities under construction. In addition, as of September 30, 2022, 34 of our apartment communities included retail components. Our apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of September 30, 2022.

We report in two segments, Same Store and Non-Same Store and Other. Our Same Store segment represents those apartment communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year. Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities that have been disposed of or identified for disposition, communities that have experienced a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in our Non-Same Store and Other segment are non-multifamily activities and storm related expenses related to Hurricane Ian. Additional information regarding the composition of our segments is included in Note 11 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Note Regarding Forward-Looking Statements

This and other sections of this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements:

inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws or other factors;

exposure to risks inherent in investments in a single industry and sector;

adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns;

failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results;

unexpected capital needs;

material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors;

inability to obtain appropriate insurance coverage at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverage;

ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;

level and volatility of interest or capitalization rates or capital market conditions;

the effect of any rating agency actions on the cost and availability of new debt financing;

significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product;

ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;

inability to attract and retain qualified personnel;

cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions;

potential liability for environmental contamination;

changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations;

extreme weather and natural disasters;

disease outbreaks and other public health events, such as the COVID-19 pandemic, and measures that are taken by federal, state, and local governmental authorities in response to such outbreaks and events;

impact of climate change on our properties or operations;

legal proceedings or class action lawsuits;

impact of reputational harm caused by negative press or social media postings of our actions or policies, whether or not warranted;

compliance costs associated with numerous federal, state and local laws and regulations; and

other risks identified in this Quarterly Report on Form 10-Q and in other reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly disseminate.

New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events, circumstances or changes in expectations after the date on which this Quarterly Report on Form 10-Q is filed.

Overview of the Three Months Ended September 30, 2022

For the three months ended September 30, 2022, net income available for MAA common shareholders was $121.4 million as compared to $83.6 million for the three months ended September 30, 2021. Results for the three months ended September 30, 2022 included $0.4 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares. Results for the three months ended September 30, 2021 included $13.4 million of non-cash gain related to the embedded derivative in the MAA Series I preferred shares. Revenues for the three months ended September 30, 2022 increased 15.1% as compared to the three months ended September 30, 2021, driven by a 14.6% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the three months ended September 30, 2022 increased by 10.8% as compared to the three months ended September 30, 2021, driven by a 10.1% increase in our Same Store segment. The drivers of these changes are discussed in the “Results of Operations” section.

Trends

During the three months ended September 30, 2022, revenue growth for our Same Store segment continued to be primarily driven by growth in average effective rent per unit. The average effective rent per unit in our Same Store segment continued to increase from the prior year, up 16.7% for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. Average effective rent per unit represents the average of gross rent amounts, after the effect of leasing concessions, for occupied apartment units plus prevalent market rates asked for unoccupied apartment units, divided by the total number of units. Leasing concessions represent discounts to the current market rate. We believe average effective rent per unit is a helpful measurement in evaluating average pricing; however, it does not represent actual rental revenue collected per unit.

In addition, for the three months ended September 30, 2022, average physical occupancy for our Same Store segment was 95.8%, as compared to 96.4% for the three months ended September 30, 2021. Average physical occupancy is a measurement of the total number of our apartment units that are occupied by residents, and it represents the average of the daily physical occupancy for the period.

An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points primarily in the Southeast, Southwest and Mid-Atlantic regions of the United States. This diversity tends to mitigate exposure to economic issues in any one geographic market or area. We believe that a well-balanced portfolio, including both urban and suburban locations, with a broad range of monthly rent price points, will perform well in “up” cycles as well as better weather “down” cycles. Through our investment in 39 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points.

Though demand for apartments moderated during the third quarter of 2022, we were able to maintain strong rent growth. Demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth, population growth, household formation and in-migration. While our rent growth and rent collection trends in the third quarter of 2022 were strong, we continue to monitor pressures surrounding inflation trends and supply chain challenges. A worsening of the current environment could contribute to uncertain rent collections going forward and suppress demand for apartments and would likely drive rent growth on new leases and renewals lower than what we achieved in the three and nine months ended September 30, 2022. Current elevated supply levels could further affect rent growth for our portfolio, though we expect the demand side to continue to be more impactful over the long term. Supply chain and inflationary pressures have driven higher operating expenses during the three and nine months ended September 30, 2022, particularly in personnel, repairs and maintenance and real estate taxes, and this trend may continue going forward.

Access to the financial markets remains available for high-credit rated borrowers. However, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing debt in the future. Additionally, rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing activity.

Results of Operations

Comparison of the three months ended September 30, 2022 to the three months ended September 30, 2021

For the three months ended September 30, 2022, we achieved net income available for MAA common shareholders of $121.4 million, a 45.3% increase as compared to the three months ended September 30, 2021, and total revenue growth of $68.2 million, representing a 15.1% increase in property revenues as compared to the three months ended September 30, 2021. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Property Revenues

The following table reflects our property revenues by segment for the three months ended September 30, 2022 and 2021 (dollars in thousands):

The increase in rental revenues for our Same Store segment for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021 was the primary driver of total property revenue growth. The Same Store segment generated a 14.6% increase in revenues for the three months ended September 30, 2022, primarily the result of average effective rent per unit growth of 16.7% as compared to the three months ended September 30, 2021. The increase in property revenues from the Non-Same Store and Other segment for the three months ended September 30, 2022 as compared to three months ended September 30, 2021 was primarily the result of increased revenues from recently completed development communities.

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the three months ended September 30, 2022 and 2021 (dollars in thousands):

The increase in property operating expenses for our Same Store segment for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021 was primarily driven by increases in real estate tax expense of $5.6 million, personnel expense of $3.3 million, building repairs and maintenance of $2.7 million, utilities expense of $2.4 million, and office operations expense of $1.5 million. The increase in property operating expenses from the Non-Same Store and Other segment for the three months ended September 30, 2022 as compared to three months ended September 30, 2021 was primarily the result of $1.6 million in storm-related expenses related to Hurricane Ian that are recorded in Non-Same Store and Other operating expenses.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2022 was $136.9 million, an increase of $2.3 million as compared to the three months ended September 30, 2021. The increase was primarily driven by the recognition of depreciation expense associated with our development and capital spend activities completed after September 30, 2021 in the normal course of business through September 30, 2022.

Other Income and Expenses

Property management expenses for the three months ended September 30, 2022 were $16.3 million, an increase of $2.4 million as compared to the three months ended September 30, 2021. General and administrative expenses for the three months ended September 30, 2022 were $12.2 million, a decrease of $0.5 million as compared to the three months ended September 30, 2021.

Interest expense for the three months ended September 30, 2022 was $38.6 million, consistent with the three months ended September 30, 2021.

Other non-operating expense (income) for the three months ended September 30, 2022 was $1.7 million of expense as compared to $10.3 million of income for the three months ended September 30, 2021, a decrease of $12.1 million. The expense for the three months ended September 30, 2022 was driven by $0.4 million of non-cash loss related to the fair value adjustment of the embedded derivative and $8.2 million of non-cash loss from investments, partially offset by $7.0 million in casualty gains primarily due to winter storm Uri. The income for the three months ended September 30, 2021 was driven by $13.4 million of non-cash gain related to the fair value adjustment of the embedded derivative and $10.1 million of non-cash gain from investments, partially offset by $13.4 million of debt extinguishment costs.

Comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2021

For the nine months ended September 30, 2022, we achieved net income available for MAA common shareholders of $441.0 million, a 27.7% increase as compared to the nine months ended September 30, 2021, and total revenue growth of $177.4 million, representing a 13.5% increase in property revenues as compared to the nine months ended September 30, 2021. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Property Revenues

The following table reflects our property revenues by segment for the nine months ended September 30, 2022 and 2021 (dollars in thousands):

The increase in rental revenues for our Same Store segment for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was the primary driver of total property revenue growth. The Same Store segment generated a 13.5% increase in revenues for the nine months ended September 30, 2022, primarily the result of average effective rent per unit growth of 14.5% as compared to the nine months ended September 30, 2021. The increase in property revenues from the Non-Same Store and Other segment for the nine months ended September 30, 2022 as compared to nine months ended September 30, 2021 was primarily the result of increased revenues from recently completed development communities.

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the nine months ended September 30, 2022 and 2021 (dollars in thousands):

The increase in property operating expenses for our Same Store segment for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was primarily driven by increases in real estate tax expense of $9.2 million, personnel expense of $7.7 million, building repairs and maintenance of $7.1 million, utilities expense of $4.9 million, office operations expense of $3.7 million and insurance expense of $2.3 million. The increase in property operating expenses for our Non-Same Store and Other segment for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 was primarily the result of $1.6 million in storm-related expenses related to Hurricane Ian that are recorded in Non-Same Store and Other operating expenses.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended September 30, 2022 was $404.8 million, an increase of $6.8 million as compared to the nine months ended September 30, 2021. The increase was primarily driven by the recognition of depreciation expense associated with our development and capital spend activities completed after September 30, 2021 in the normal course of business through September 30, 2022.

Other Income and Expenses

Property management expenses for the nine months ended September 30, 2022 were $48.4 million, an increase of $7.9 million as compared to the nine months ended September 30, 2021. General and administrative expenses for the nine months ended September 30, 2022 were $44.1 million, an increase of $5.3 million as compared to the nine months ended September 30, 2021.

Interest expense for the nine months ended September 30, 2022 was $116.7 million, a decrease of $1.1 million as compared to the nine months ended September 30, 2021. The decrease was primarily due to a decrease in our effective interest rate during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

For the nine months ended September 30, 2022, we disposed of two apartment communities, resulting in gains on sale of depreciable assets of $132.0 million. For the nine months ended September 30, 2021, we disposed of four apartment communities, resulting in gains on sale of depreciable assets of $134.5 million.

Other non-operating expense (income) for the nine months ended September 30, 2022 was $19.2 million of expense as compared to $14.6 million of income for the nine months ended September 30, 2021, a decrease of $33.8 million. The expense for the nine months ended September 30, 2022 was driven by $10.4 million of non-cash loss related to the fair value adjustment of the embedded derivative and $39.3 million of non-cash loss from investments, partially offset by $29.2 million in casualty gains primarily due to winter storm Uri. The income for the nine months ended September 30, 2021 was driven by $11.5 million of non-cash gain related to the fair value adjustment of the embedded derivative and $18.0 million of non-cash gain from investments, partially offset by $13.4 million of debt extinguishment costs and $0.9 million of COVID-19 related expenses.

Funds from Operations and Core Funds from Operations

Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (computed in accordance with the United States generally accepted accounting principles, or GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests and adjustments for joint ventures. Because net income attributable to noncontrolling interests is added back, FFO, when used in this Quarterly Report on Form 10-Q, represents FFO attributable to the Company.

FFO should not be considered as an alternative to net income available for MAA common shareholders, or any other GAAP measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity. Management believes that FFO is helpful to investors in understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets. We believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. While our calculation of FFO is in accordance with the National Association of Real Estate Investment Trusts’, or NAREIT’s, definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs.

Core FFO represents FFO as adjusted for items that are not considered part of our core business operations such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non-depreciable assets, gain or loss on investments, net casualty gain or loss, gain or loss on debt extinguishment, legal costs and settlements, net, COVID-19 related costs and mark-to-market debt adjustments. While our definition of Core FFO may be similar to others in the industry, our methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to net income available for MAA common shareholders, or any other GAAP measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity. We believe that Core FFO is helpful in understanding our core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance.

The following table presents a reconciliation of net income available for MAA common shareholders to FFO and Core FFO for the three and nine months ended September 30, 2022 and 2021, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands):

(1)

Included in “Other non-operating expense (income)” in the Condensed Consolidated Statements of Operations.

(2)

For the three and nine months ended September 30, 2022, loss (gain) on investments are presented net of tax benefit of $1.7 million and $8.3 million, respectively. For the three and nine months ended September 30, 2021, loss (gain) on investments are presented net of tax expense of $2.1 million and $3.8 million, respectively.

(3)

For the three and nine months ended September 30, 2022, we recognized a gain of $7.2 million and $27.6 million, respectively, from the receipt of insurance proceeds that exceeded our casualty losses related to winter storm Uri. The gain is reflected in “Other non-operating expense (income)” in the Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2021, we incurred casualty losses related to winter storm Uri. The majority of the casualty losses have been reimbursed through insurance coverage. A receivable was recognized in “Other non-operating expense (income)” for the recorded losses that we expected to recover. Additional costs related to the storm that were not expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, are also reflected in this adjustment. The adjustment is primarily included in “Other non-operating expense (income)” in the Condensed Consolidated Statements of Operations.

(4)

Included in “Interest expense” in the Condensed Consolidated Statements of Operations.

Core FFO for the three months ended September 30, 2022 was $259.5 million, an increase of $48.2 million as compared to the three months ended September 30, 2021, primarily as a result of an increase in property revenues of $68.2 million, partially offset by increases in property operating expenses, excluding depreciation and amortization, of $18.6 million and property management expenses of $2.4 million.

Core FFO for the nine months ended September 30, 2022 was $733.5 million, an increase of $128.1 million as compared to the nine months ended September 30, 2021, primarily as a result of an increase in property revenues of $177.4 million, partially offset by increases in property operating expenses, excluding depreciation and amortization, of $38.5 million, property management expenses of $7.9 million and general and administrative expenses of $5.3 million.

Liquidity and Capital Resources

Our cash flows from operating, investing and financing activities, as well as general economic and market conditions, are the principal factors affecting our liquidity and capital resources.

We expect that our primary uses of cash will be to fund our ongoing operating needs, to fund our ongoing capital spending requirements, which relate primarily to our development, redevelopment and property repositioning activities, to repay maturing borrowings, to fund the future acquisition of assets and to pay shareholder dividends. We expect to meet our cash requirements through net cash flows from operating activities, existing unrestricted cash and cash equivalents, borrowings under our commercial paper program and our revolving credit facility, the future issuance of debt and equity and the future disposition of assets.

We historically have had positive net cash flows from operating activities. We believe that future net cash flows generated from operating activities, existing unrestricted cash and cash equivalents, borrowing capacity under our current commercial paper program and revolving credit facility, and our ability to issue debt and equity will provide sufficient liquidity to fund the cash requirements for our business over the next 12 months and the foreseeable future.

As of September 30, 2022, we had $1.2 billion of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility.

Cash Flows from Operating Activities

Net cash provided by operating activities was $807.3 million for the nine months ended September 30, 2022 as compared to $678.3 million for the nine months ended September 30, 2021. The increase in operating cash flows was primarily driven by our operating performance, partially offset by the timing of cash payments.

Cash Flows from Investing Activities

Net cash used in investing activities was $414.6 million for the nine months ended September 30, 2022 as compared to $269.7 million for the nine months ended September 30, 2021. The primary drivers of the change were as follows (dollars in thousands):

The increase in cash outflows for purchases of real estate and other assets was driven by the nature of the real estate assets acquired during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we acquired two apartment communities. No apartment communities were acquired during the nine months ended September 30, 2021. The increase in cash outflows for capital improvements and other was primarily driven by increased capital spend relating to our property redevelopment and repositioning activities and recurring capital replacements, partially offset by decreased reconstruction-related capital expenditures relating to winter storm Uri during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. The decrease in cash outflows for development costs was primarily driven by decreased development spend during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. The increase in cash outflows for contributions to affiliates was driven by investments in the technology-focused limited partnerships during the nine months ended September 30, 2022, while less limited partnership contributions were made during the nine months ended September 30, 2021. The increase in cash inflows from proceeds from real estate asset dispositions was driven by the nature of the real estate assets sold during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we sold two apartment communities as compared to four apartment communities during the nine months ended September 30, 2021. The increase in cash inflows from proceeds from insurance recoveries was driven by insurance reimbursements received for casualty claims related to winter storm Uri during the nine months ended September 30, 2022.

Cash Flows from Financing Activities

Net cash used in financing activities was $469.7 million for the nine months ended September 30, 2022 as compared to $402.7 million for the nine months ended September 30, 2021. The primary drivers of the change were as follows (dollars in thousands):

The increase in cash inflows related to the net change in commercial paper resulted from the increase in net borrowings of $125.0 million on our commercial paper program during the nine months ended September 30, 2022 as compared to the decrease in net borrowings of $147.0 million on our commercial paper program during the nine months ended September 30, 2021. The decrease in cash inflows related to proceeds from notes payable primarily resulted from no issuance of unsecured senior notes during the nine months ended September 30, 2022 as compared to the issuance of $600.0 million of unsecured senior notes during the nine months ended September 30, 2021. The decrease in cash outflows from principal payments on notes payable primarily resulted from the retirement of $125.0 million of unsecured senior notes during the nine months ended September 30, 2022 as compared to the retirement of $222.0 million of senior unsecured private placement notes, $125.0 million of unsecured senior notes and $118.6 million of property mortgages during the nine months ended September 30, 2021. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $3.425 per share during the nine months ended September 30, 2022 as compared to the dividend rate of $3.075 per share during the nine months ended September 30, 2021. The increase in cash outflows from the acquisition of noncontrolling interests resulted from the acquisition of the noncontrolling interest of a consolidated real estate entity for $43.1 million during the nine months ended September 30, 2022.

Debt

The following schedule reflects our debt outstanding as of September 30, 2022 (dollars in thousands):

The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of September 30, 2022 (dollars in thousands):

(1)

As of September 30, 2022, borrowings totaling $125.0 million were outstanding under MAALP’s unsecured commercial paper program. Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $625.0 million. For the three months ended September 30, 2022, average daily borrowings outstanding under the commercial paper program were $29.8 million.

(2)

There were no borrowings outstanding under MAALP’s $1.25 billion unsecured revolving credit facility as of September 30, 2022.

The following schedule reflects the interest rate maturities of our outstanding fixed rate debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of September 30, 2022 (dollars in thousands):

Unsecured Revolving Credit Facility & Commercial Paper

In July 2022, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.25 billion with an option to expand to $2.0 billion. The revolving credit facility bears interest at an adjusted Secured Overnight Financing Rate plus a spread of 0.70% to 1.40% based on an investment grade pricing grid. The revolving credit facility has a maturity date in October 2026 with an option to extend for two additional six-month periods. As of September 30, 2022, there was no outstanding balance under the revolving credit facility, while $4.3 million of capacity was used to support outstanding letters of credit.

MAALP has established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes with varying maturities not to exceed 397 days. In September 2022, MAALP amended its commercial paper program to increase the maximum aggregate principal amount of notes that may be outstanding from time to time under the program from $500.0 million to $625.0 million. As of September 30, 2022, there were $125.0 million of borrowings outstanding under the commercial paper program.

Unsecured Senior Notes

As of September 30, 2022, MAALP had $4.1 billion of publicly issued unsecured senior notes outstanding.

In September 2022, MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in December 2022.

Secured Property Mortgages

MAALP maintains secured property mortgages with various life insurance companies. As of September 30, 2022, we had $367.5 million of secured property mortgages outstanding.

For more information regarding our debt capital resources, see Note 6 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Equity

As of September 30, 2022, MAA owned 115,447,252 OP Units, comprising a 97.3% limited partnership interest in MAALP, while the remaining 3,196,429 outstanding OP Units were held by limited partners of MAALP other than MAA. Holders of OP Units (other than MAA) may require us to redeem their OP Units from time to time, in which case we may, at our option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed. MAA has registered under the Securities Act the 3,196,429 shares of its common stock that, as of September 30, 2022, were issuable upon redemption of OP Units, in order for those shares to be sold freely in the public markets.

In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share, which is net of issuance costs. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. No shares had been settled under the forward sale agreements as of September 30, 2022. Subject to certain conditions, we generally have the right to elect cash or net share settlement under the forward sale agreements, although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of MAA’s common stock in exchange for cash proceeds. We intend to use any cash proceeds upon settlement of the forward sale agreements to fund our development and redevelopment activities, among other potential uses.

In November 2021, the Company entered into an equity distribution agreement to establish a new at-the-market, or ATM, share offering program, replacing MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under its current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program. During the nine months ended September 30, 2022 and 2021, MAA did not sell any shares of common stock under its ATM program. As of September 30, 2022, there were 4.0 million shares remaining under the ATM program.

For more information regarding our equity capital resources, see Note 8 and Note 9 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Material Cash Requirements

As of September 30, 2022, we had $125.4 million of outstanding debt obligations that will mature in the year ending December 31, 2022, and we were obligated to make $46.3 million of additional interest payments on fixed rate debt obligations in the year ending December 31, 2022. For a schedule of the maturity dates of our outstanding debt beyond 2022, see the “Liquidity and Capital Resources - Debt” section above. As of September 30, 2022, we also had obligations to make additional capital contributions to four technology-focused limited partnerships in which we hold equity interests. The capital contributions may be called by the general partners at any time after giving appropriate notice. As of September 30, 2022, we had committed to make additional capital contributions totaling up to $32.9 million if and when called by the general partners of the limited partnerships.

We have other material cash requirements that do not represent contractual obligations, but we expect to incur in the ordinary course of our business.

As of September 30, 2022, we had five development communities under construction totaling 1,759 apartment units once complete. Expected total costs for the five development projects are $444.0 million, of which $266.1 million had been incurred through September 30, 2022. In addition, our property redevelopment and repositioning activities are ongoing, and we incur expenditures relating to recurring capital replacements, which typically include scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. For the year ending December 31, 2022, we expect that our total capital expenditures relating to our development activities, our property redevelopment and repositioning activities and recurring capital replacements will be less than our total capital expenditures for the year ended December 31, 2021 primarily due to a lesser number of communities under development in the year ending December 31, 2022 as compared to the year ended December 31, 2021. We expect to have additional development projects in the future.

During the three months ended September 30, 2022, we funded the acquisitions of two multifamily apartment communities for $73.0 million and $140.0 million primarily from the proceeds we received from the sale of multifamily apartment communities in 2022.

We typically declare cash dividends on MAA’s common stock on a quarterly basis, subject to approval by MAA’s Board of Directors. The current annual dividend rate is $5.00 per common share. The timing and amount of future dividends will depend on actual cash flows from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986 and other factors as MAA’s Board of Directors deems relevant. MAA’s Board of Directors may modify our dividend policy from time to time.

For information regarding our material cash requirements as of December 31, 2021, see Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022.

Inflation

Our resident leases at our apartment communities allow for adjustments in the rental rate at the time of renewal, which may enable us to seek rent increases. The majority of our leases are for one year or less. The short-term nature of these leases generally serves to reduce our risk to adverse effects of inflation on our revenues.

Legal Matter

In October 2022, six plaintiffs individually and on behalf of a purported class of plaintiffs, filed a complaint against RealPage, Inc., Greystar Real Estate Partners, LLC, Lincoln Property Co., FPI Management, Inc., MAA, Avenue5 Residential, LLC, Equity Residential, Essex Property Trust, Inc., Thrive Communities Management, LLC and Security Properties, Inc. in the United States District Court for the Southern District of California. The lawsuit alleges that RealPage and lessors of multifamily residential real estate conspired to artificially inflate the prices of multifamily residential real estate above competitive levels. The plaintiffs are seeking monetary damages and attorneys’ fees and costs and injunctive relief. We believe the lawsuit is without merit and will vigorously defend the action.

Critical Accounting Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for discussions of our critical accounting estimates. During the three months ended September 30, 2022, there were no material changes to these estimates.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our borrowings. As of September 30, 2022, 19.7% of our total market capitalization consisted of debt borrowings. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of fixed rate debt instruments and from time to time interest rate swaps to effectively fix the interest rate on anticipated future debt transactions. We use our best efforts to have our debt instruments mature across multiple years, which we believe limits our exposure to interest rate changes in any one year. We do not enter into derivative instruments for trading or other speculative purposes. As of September 30, 2022, 97.2% of our outstanding debt was subject to fixed rates. We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest rate fluctuations. There have been no material changes in our market risk as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022.

Mid-America Apartment Communities, Inc.

(a) Evaluation of Disclosure Controls and Procedures

MAA is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of MAA’s disclosure controls and procedures as of September 30, 2022. Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2022 to ensure that information required to be disclosed by MAA in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to MAA’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting.

Mid-America Apartments, L.P.

(a) Evaluation of Disclosure Controls and Procedures

The Operating Partnership is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the Operating Partnership’s disclosure controls and procedures as of September 30, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, concluded that the disclosure controls and procedures were effective as of September 30, 2022 to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

PART II – OTH****ER INFORMATION

Item 1. Legal Proceedings.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. While the resolution of these matters cannot be predicted with certainty, we do not currently believe that these matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows in the event of a negative outcome. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance.

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022.

Item 2. Unregistered Sales of Equit****y Securities and Use of Proceeds.

Purchases of Equity Securities

The following table reflects repurchases of shares of MAA’s common stock during the three months ended September 30, 2022:

(1)

The shares reflected in this column are shares of MAA’s common stock surrendered by employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares under the Second Amended and Restated 2013 Stock Incentive Plan.

(2)

The price per share is based on the closing price of MAA’s common stock as of the date of determination of the statutory minimum for federal and state tax obligations.

(3)

This column reflects the number of shares of MAA’s common stock that are available for purchase under the 4.0 million share repurchase program authorized by MAA’s Board of Directors in December 2015.

Item 3. Defaults Upo****n Senior Securities.

Not applicable.

Item 4. Mine Safe****ty Disclosures.

Not applicable.

Not applicable.

(a)

The following exhibits are filed as part of this report.

SIGNA****TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.