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MAA > SEC Filings for MAA > Form 8-K on 22-Mar-2013All Recent SEC Filings

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Form 8-K for MID AMERICA APARTMENT COMMUNITIES INC


22-Mar-2013

Completion of Acquisition or Disposition of Assets, Financi


Item 2.01 Completion of Acquisition or Disposition of Assets

During the year ended December 31, 2012, Mid-America Apartment Communities, Inc. (the "Company") acquired seven apartment communities comprising 2,451 units, for a total purchase price of approximately $312.0 million. No acquisition was individually significant (i.e. at least 5% of reported Assets as of December 31, 2011); however, in the aggregate, our acquisitions exceed 10% of our Total Assets. Accordingly, the Company is hereby filing certain financial information required by Rule 3-14 and Article 11 of Regulation S-X relating to the properties detailed below and henceforth referred to as the "Acquired Properties." Audited property financial statements were obtained for a majority of our acquisitions and are included in this report. Legacy at Western Oaks was acquired from one of our joint ventures, Mid-America Multifamily Fund II, LLC, or Fund II.

In acquiring the properties, the Company evaluated the location and accessibility of the properties, the size of the properties, the purchase price, the non-financial terms of the acquisitions, the potential for any environmental problems, the current and historical occupancy rates of the properties, the physical condition of the properties, the local market conditions, the potential for new construction in the area, the real estate tax and insurance costs, and any anticipated capital improvements required. The Company, after reasonable inquiry, is not aware of any material factors, other than those discussed above, that would cause the reported financial information not to be necessarily indicative of future operating results.

   Apartment Community        Location     Number of Units   Date Acquired
Adalay Bay                 Chesapeake, VA        240         April 2, 2012
Legacy at Western Oaks     Austin, TX            479         April 5, 2012
Allure in Buckhead Village Atlanta, GA           230          May 10, 2012
Allure at Brookwood        Atlanta, GA           349         July 23, 2012
Retreat at Lake Nona       Orlando, FL           394        August 20, 2012
The Haven at Blanco        San Antonio, TX       436        August 30, 2012
Market Station             Kansas City, MO       323       September 20, 2012




Item 9.01 Financial Statements and Exhibits

(a) Financial statements of real estate operations acquired

Adalay Bay apartments:

Report of independent public accounting firm

Statement of revenue and certain expenses for twelve months ended December 31, 2011 and three months ended March 31, 2012 (unaudited)

Legacy at Western Oaks apartments:

Report of independent public accounting firm

Statement of revenue and certain expenses for twelve months ended December 31, 2011 and three months ended March 31, 2012 (unaudited)

Allure at Brookwood apartments:

Report of independent public accounting firm

Statement of revenue and certain expenses for twelve months ended December 31, 2011 and six months ended June 30, 2012 (unaudited)

The Haven at Blanco apartments:

Report of independent public accounting firm

Statement of revenue and certain expenses for twelve months ended December 31, 2011 and seven months ended July 31, 2012 (unaudited)

(b) Pro Forma Financial Information

Pro forma condensed consolidated statements of operations for the twelve months ended December 31, 2012 (unaudited)

(c) Shell Company Transactions

Not Applicable

(d) Exhibits

Exhibit 23.1 - Consent of Watkins Uiberall PLLC


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
of Mid-America Apartment Communities, Inc.

We have audited the accompanying statement of revenue and certain expenses of Adalay Bay (the Acquisition Property), as described in Note 1, for the year ended December 31, 2011. This statement is the responsibility of the Acquisition Property's management. Our responsibility is to express an opinion on the statement of revenue and certain expenses for the Acquisition Property based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. We were not engaged to perform an audit of the Acquisition Property's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Acquisition Property's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain expenses for the Acquisition Property for the year ended December 31, 2011 was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 and is not intended to be a complete presentation of the Acquisition Property's revenues and expenses.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The statement of certain revenue and expenses for the three month period ended March 31, 2012 was not audited by us, and, accordingly, we do not express an opinion on it.

/s/ Watkins Uiberall PLLC

Memphis, Tennessee
December 6, 2012


                   STATEMENT OF REVENUE AND CERTAIN EXPENSES
                                   ADALAY BAY

                                                                  Three Month Period
                                              Year Ended         Ended March 31, 2012
                                          December 31, 2011          (unaudited)

Rental and other property income         $         3,702,445    $             923,278

Rental expense:
Operating expenses                                   662,781                  148,778
Real estate taxes                                    370,808                   87,361
Repairs and maintenance                              223,312                   38,549
                                                   1,256,901                  274,688

Revenues in excess of certain expenses   $         2,445,544    $             648,590

See accompanying notes.


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

General

The accompanying financial statement includes the operations of Adalay Bay (the Acquisition Property) owned by parties unaffiliated with Mid-America Apartment Communities, Inc. (the company) and Mid-America Apartments, L.P. (the operating partnership). The Acquisition Property, a multi-family residential property located in Chesapeake, VA was acquired by a subsidiary of the Operating Partnership on April 2, 2012 and contains 240 units.

Basis of Presentation

The statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the statement of revenue and certain expenses. In addition, some expenses have been excluded because the Operating Partnership does not anticipate that they will be incurred in the future operation of this property. Expenses excluded consist primarily of management fees. Direct operating expenses primarily include payroll, utilities, leasing and marketing, insurance and other general and administrative costs.

The accompanying unaudited interim statement of revenue and certain expenses has been prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2011. In the opinion of the management of property all adjustments consisting only of normal recurring adjustments necessary for fair presentation of the information for this interim period have been made. The revenue in excess of certain expenses for such interim period is not necessarily indicative of the excess of revenue over certain expenses for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Rental revenues are recognized using a method that represents a straight-line basis over the term of the lease.

Advertising Costs

All advertising costs are expensed as incurred and included on the statement of revenues and certain expenses with operating expenses. Year ended December 31, 2011 advertising costs totaled $42,678.

Use of Estimates

The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
of Mid-America Apartment Communities, Inc.

We have audited the accompanying statement of revenue and certain expenses of Legacy at Western Oaks (the Acquisition Property), as described in Note 1, for the year ended December 31, 2011. This statement is the responsibility of the Acquisition Property's management. Our responsibility is to express an opinion on the statement of revenue and certain expenses for the Acquisition Property based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. We were not engaged to perform an audit of the Acquisition Property's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Acquisition Property's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain expenses for the Acquisition Property for the year ended December 31, 2011 was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 and is not intended to be a complete presentation of the Acquisition Property's revenues and expenses.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The statement of certain revenue and expenses for the three month period ended March 31, 2012 was not audited by us, and, accordingly, we do not express an opinion on it.

/s/ Watkins Uiberall PLLC

Memphis, Tennessee
January 22, 2013


                   STATEMENT OF REVENUE AND CERTAIN EXPENSES
                             LEGACY AT WESTERN OAKS

                                                                  Three Month Period
                                              Year Ended         Ended March 31, 2012
                                          December 31, 2011          (unaudited)

Rental and other property income         $         6,044,156    $           1,575,056

Rental expense:
Operating expenses                                 1,218,182                  312,345
Real estate taxes                                  1,024,446                  284,283
Repairs and maintenance                              180,641                   48,881
                                                   2,423,269                  645,509

Revenues in excess of certain expenses   $         3,620,887    $             929,547

See accompanying notes.


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

General

The accompanying financial statement includes the operations of Legacy at Western Oaks (the Acquisition Property) owned by a joint venture affiliated with Mid-America Apartment Communities, Inc. (the company) and Mid-America Apartments, L.P. (the operating partnership). The Acquisition Property, a multi-family residential property located in Austin, TX was partially owned prior to 2012 and fully acquired by a subsidiary of the Operating Partnership on April 5, 2012 and contains 479 units.

Basis of Presentation

The statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the statement of revenue and certain expenses. In addition, some expenses have been excluded because the Operating Partnership does not anticipate that they will be incurred in the future operation of this property. Expenses excluded consist primarily of management fees. Direct operating expenses primarily include payroll, utilities, leasing and marketing, insurance and other general and administrative costs.

The accompanying unaudited interim statement of revenue and certain expenses has been prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2011. In the opinion of the management of property all adjustments consisting only of normal recurring adjustments necessary for fair presentation of the information for this interim period have been made. The revenue in excess of certain expenses for such interim period is not necessarily indicative of the excess of revenue over certain expenses for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Rental revenues are recognized using a method that represents a straight-line basis over the term of the lease.

Advertising Costs

All advertising costs are expensed as incurred and included on the statement of revenues and certain expenses with operating expenses. Year ended December 31, 2011 advertising costs totaled $25,542.

Use of Estimates

The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
of Mid-America Apartment Communities, Inc.

We have audited the accompanying statement of revenue and certain expenses of Allure at Brookwood (the Acquisition Property), as described in Note 1, for the year ended December 31, 2011. This statement is the responsibility of the Acquisition Property's management. Our responsibility is to express an opinion on the statement of revenue and certain expenses for the Acquisition Property based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. We were not engaged to perform an audit of the Acquisition Property's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Acquisition Property's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain expenses for the Acquisition Property for the year ended December 31, 2011 was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 and is not intended to be a complete presentation of the Acquisition Property's revenues and expenses.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The statement of certain revenue and expenses for the six month period ended June 30, 2012 was not audited by us, and, accordingly, we do not express an opinion on it.

/s/ Watkins Uiberall PLLC

Memphis, Tennessee
December 14, 2012


                   STATEMENT OF REVENUE AND CERTAIN EXPENSES
                              ALLURE AT BROOKWOOD

                                                                   Six Month Period
                                              Year Ended         Ended June 30, 2012
                                          December 31, 2011          (unaudited)

Rental and other property income         $         5,306,436    $           2,792,023

Rental expense:
Operating expenses                                 1,291,807                  669,766
Real estate taxes                                    559,881                  279,941
Repairs and maintenance                              227,148                  104,659
                                                   2,078,836                1,054,366

Revenues in excess of certain expenses   $         3,227,600    $           1,737,657

See accompanying notes.


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

General

The accompanying financial statement includes the operations of Allure at Brookwood (the Acquisition Property) owned by parties unaffiliated with Mid-America Apartment Communities, Inc. (the company) and Mid-America Apartments, L.P. (the operating partnership). The Acquisition Property, a multi-family residential property located in Atlanta, GA was acquired by a subsidiary of the Operating Partnership on July 23, 2012 and contains 349 units.

Basis of Presentation

The statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the statement of revenue and certain expenses. In addition, some expenses have been excluded because the Operating Partnership does not anticipate that they will be incurred in the future operation of this property. Expenses excluded consist primarily of management fees. Direct operating expenses primarily include payroll, utilities, leasing and marketing, insurance and other general and administrative costs.

The accompanying unaudited interim statement of revenue and certain expenses has been prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2011. In the opinion of the management of property all adjustments consisting only of normal recurring adjustments necessary for fair presentation of the information for this interim period have been made. The revenue in excess of certain expenses for such interim period is not necessarily indicative of the excess of revenue over certain expenses for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Rental revenues are recognized using a method that represents a straight-line basis over the term of the lease.

Advertising Costs

All advertising costs are expensed as incurred and included on the statement of revenues and certain expenses with operating expenses. Year ended December 31, 2011 advertising costs totaled $46,478.

Use of Estimates

The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
of Mid-America Apartment Communities, Inc.

We have audited the accompanying statement of revenue and certain expenses of The Haven at Blanco (the Acquisition Property), as described in Note 1, for the year ended December 31, 2011. This statement is the responsibility of the Acquisition Property's management. Our responsibility is to express an opinion on the statement of revenue and certain expenses for the Acquisition Property based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. We were not engaged to perform an audit of the Acquisition Property's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Acquisition Property's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain expenses for the Acquisition Property for the year ended December 31, 2011 was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 and is not intended to be a complete presentation of the Acquisition Property's revenues and expenses.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

The statement of certain revenue and expenses for the seven month period ended July 31, 2012 was not audited by us, and, accordingly, we do not express an opinion on it.

/s/ Watkins Uiberall PLLC

Memphis, Tennessee
January 24, 2013


                   STATEMENT OF REVENUE AND CERTAIN EXPENSES
                              THE HAVEN AT BLANCO

                                                                 Seven Month Period
                                              Year Ended         Ended July 31, 2012
                                          December 31, 2011          (unaudited)

Rental and other property income         $         5,579,823    $          3,400,590

Rental expense:
Operating expenses                                   859,050                 534,611
Real estate taxes                                    995,523                 639,867
Repairs and maintenance                              409,791                 213,564
                                                   2,264,364               1,388,042

Revenues in excess of certain expenses   $         3,315,459    $          2,012,548

See accompanying notes.


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

General

The accompanying financial statement includes the operations of Haven at Blanco (the Acquisition Property) owned by parties unaffiliated with Mid-America Apartment Communities, Inc. (the company) and Mid-America Apartments, L.P. (the operating partnership). The Acquisition Property, a multi-family residential property located in San Antonio, Texas was acquired by a subsidiary of the Operating Partnership on August 30, 2012 and contains 436 units.

Basis of Presentation

The statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, including Rule 3-14 of Regulation S-X. Accordingly, certain expenses such as depreciation, amortization, income taxes, mortgage interest expense and entity expenses are not reflected in the statement of revenue and certain expenses. In addition, some expenses have been excluded because the Operating Partnership does not anticipate that they will be incurred in the future . . .

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