-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYB9TeIOEefnpWQc3VgW5gOL7ppws8KPRTy3LvtS6oKiuljjbOWvFrInRIVsQ6xd HkLr4dgttqVMhFjr6S9Qrg== 0000912595-05-000091.txt : 20050520 0000912595-05-000091.hdr.sgml : 20050520 20050520142356 ACCESSION NUMBER: 0000912595-05-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000912595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621543819 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12762 FILM NUMBER: 05847701 BUSINESS ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: STE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9016826600 MAIL ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: SUITE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 8-K 1 invmay05.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

May 20, 2005

Date of Report (Date of earliest event reported)

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

TENNESSEE

1-12762

62-1543819

 

(State of incorporation)

(Commission File Number)

(I.R.S. Employer

 

 

Identification No.)

 

6584 Poplar Avenue, Suite 300

Memphis, Tennessee

38138

 

(Address of principal executive offices)

(Zip Code)

 

(901) 682-6600

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

ITEM 7.01

Regulation FD Disclosure

 

Beginning on May 20, 2005, H. Eric Bolton, Jr., Chairman and CEO and Simon R.C. Wadsworth, Executive Vice President and CFO will be presenting an update to investors. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report.

 

ITEM 9.01

Financial Statements and Exhibits

 

(c)

Exhibits

 

Exhibit

Number

Description

 

--------

------------------------------------

 

99.1

Investor Update

 

 

 

 

SIGNATURES

 

Pursuant to the requirements 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: May 19, 2005

/s/Simon R.C. Wadsworth

 

 

Simon R.C. Wadsworth

 

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

EX-99 2 ivmay05x.txt EXHIBIT 99.1 Mid-America Apartment Communities Investor Update May 2005 Safe Harbor Statement Statements contained in this presentation, which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of competition, acquisitions which may not achieve anticipated results and other risk factors discussed in documents filed with the Securities and Exchange Commission from time to time including the Company's Annual Report on Form 10-K/A and the Company's Quarterly Report on Form 10-Q. The statements in this presentation are made based upon information currently known to management and the company assumes no obligation to update or revise any of its forward-looking statements. MAA Profile >> Southeast Regional Focus Strong apartment demand region; high job growth, migration and household formation >> Effective Market Tier Strategy Diversified across large, middle and small tier markets; strong growth prospects, with stability >> High Quality Product Focus Price point caters to largest market segment; lower volatility through full market cycles >> Strong Property Operating Focus Hands-on approach to property management; strong operations and on-site execution skills >> Disciplined Capital Deployment Investment policies and practices focused on protecting and growing existing shareholder value Regionally Focused Strategy Diversified across a strong and stable growth region of the country...high and steady demand for apartment housing Higher Population Growth Projections: 2005 - 2010: US Total 4.1% MAA Region 4.7% 2005 - 2015: US Total 8.4% MAA Region 9.3% Source: Dept. of Commerce, Current Population Reports Both short-term demand (job growth) and long-term demand (household formation) trends favor this region. [A map depicts the company's locations in the Southeast and Texas] Growth and Stability Unique three-tier market portfolio strategy delivers superior results, with lower risks and volatility, through the full real estate and economic cycle. We are two years into a plan to shift the portfolio towards a more balanced allocation. [A pie chart reflects the following data] 30% Large Tier Dallas Atlanta Houston Tampa South FL Was 17% ...plan approx. 35% 37% Middle Tier Jacksonville Nashville Memphis Austin Greenville Orlando ....others Was 37% ...plan approx. 35% 33% Small Tier Jackson Lexington Charleston Little Rock Savannah Huntsville Columbia ....others Was 46% ...plan approx. 30% High Quality Product Focus >> Average age of portfolio is 13.3 years; one of the newer portfolios in the apartment REIT sector >> $280 MM of new construction brought on line 1998 - 2002 at $67,000/ unit >> $335 MM of new acquisitions (average property age of 5 years) added since 2002 at average price of $74,300/unit Apartment REIT Sector Position An efficient operating platform in place...meaningful opportunity for higher relative external growth performance
Scale of Operation Enterprise Value Owned & Managed Units (in billions) Equity 200,149 Equity $ 17.8 Aimco 263,734 Archstone $ 12.4 United Dominion 78,855 AIMCO $ 11.4 Archstone 81,188 Avalon Bay $ 7.8 Camden 52,570 United Dominion $ 6.3 Home Properties 47,186 Camden $ 4.5 Avalon Bay 40,142 Home Properties $ 3.8 Mid-America 38,129 BRE Properties $ 3.6 AMLI 29,448 Essex Property $ 3.4 Essex Property 25,518 Post Properties $ 2.6 BRE Properties 24,198 Gables $ 2.4 Post Properties 24,700 Mid-America $ 2.2 Gables 24,221 AMLI $ 1.5 Associated Estates 23,457 Town & Country $ 1.0 Town & Country 13,065 Associated Estates $ 0.9
Per 4/29/05 Stifel, Nicolaus Weekly Sector Scorecard Report Steady Improvement Steady progress in growing FFO; dividend coverage improved; expect continued FFO improvement next year as market conditions strengthen and new growth continues [A line graph depicts the following data]
2001 2002 2003 2004F 2005F FFO per share* $ 2.74 $ 2.69 $ 2.87 $ 3.00 $ 3.16 Dividend per share $ 2.34 $ 2.34 $ 2.34 $ 2.34 $ 2.34
* Before write-off of preferred share issuance cost ("non-cash"); Forecast per First Call. Steady Improvement Expect continued steady progress in 2005 and beyond >> FFO * 2004 Actual: $3.00 * 2005 Forecast: $3.16 to $3.26 (including impact of JV promote fee) >> Major 2005 Forecast Assumptions * 2% to 2.5% same store NOI growth * $150 MM of acquisitions * Dispositions : Two JVs and one 100%-owned * 5.4% blended average interest rate >> Forecast external growth funded by DRSPP, dispositions, and existing credit facilities Q1 2005: A Strong Start >> Reported record FFO per share of $0.79 vs. First Call $0.75 (prior to pre-announcement) >> Continued improvement in dividend coverage >> Raised FFO '05 FFO guidance to $3.16 - $3.26, including $0.18 from JV promote >> Early signs of market recovery in same-store performance * NOI growth of 3.3% vs. Q4 04 * NOI growth of 1.0% vs. Q1 04 * Physical Occupancy of 93.4% vs. 93.1% in Q1 04 Strong Oversight Experienced and independent Board of Directors - expertise in apartment real estate, capital markets and corporate governance >> Independent Directors * Robert Fogelman President, Fogelman Investments. 30 years of multifamily development and property management * Ralph Horn, Chairman Governance and Compensation Committees Former Chairman/CEO First Horizon. Director - Gaylord Entertainment, Harrah's Entertainment * Mike Starnes Former CEO and President MS Carriers, Inc. Director - Regions Financial Corporation * John Grinalds President, The Citadel University. Retired, Major General U.S. Marine Corps * Alan Graf, Chairman Audit Committee Executive Vice President and CFO, FedEx Corporation, Director - Nike Inc., Kimball International >> Non-Management Directors * George Cates, Lead Director Founder, former Chairman/CEO of MAA. 30 years multifamily experience. * John Flournoy Chairman and CEO, Flournoy Development Company (apartments), Director - W.C. Bradley Company and Columbus Bank and Trust Company >> Management Directors * Eric Bolton Chairman and CEO, 11 years with MAA, 20 years real estate experience * Simon Wadsworth Executive Vice President and CFO, 11 years with MAA Insiders own 10% of MAA Strong Management Team Experienced management team and deep bench strength; succession planning and leadership development on-going Senior management team has an average tenure with MAA of 8 years MAA is the only REIT endorsed by the Nat'l. Apt. Assoc. to provide training and certification for Certified Apt. Mgr. (CAM designation). MAA currently has 106 CAMs. Why Buy MAA Significant FFO upside to capture from same store portfolio as market conditions improve...earnings potential protected and enhanced >> Same store pricing power of portfolio has been protected (ARU performance: 2002 -.2%, 2003 .1%, 2004 .2%, Q1 2005 .9%) >> Leasing and credit standards have been aggressively managed and protected >> During normalized market conditions, same store portfolio generated $0.20/share of higher NOI (or $4MM) than in 2004 >> All three market tier segments (large, middle and small city markets) have upside to capture >> Successful implementation in 2004 of new web-based property and revenue management system; strong productivity and pricing platform >> New initiative to be launched in 2005 focused on extensive unit interior renovation opportunities; initially focused on 3,500 units Why Buy MAA A record of disciplined growth; extensive network in place and local knowledge of markets ensures steady deal flow to capture new growth >> Proven investment track record >> In-depth local knowledge * Very familiar with markets * Able to review/underwrite most acquisition opportunities quickly and accurately using our highly experienced team * Never "high-bidder", but able to close rapidly without contingencies * All in major markets: Atlanta, Dallas, Houston, South Florida, Jacksonville, Austin, Nashville >> Despite competitive environment, acquired $47 MM of $150MM acquisition forecast Why Buy MAA Investment decisions are governed by conservative underwriting, a minimum IRR investment hurdle requirement and a requirement to ensure that meaningful accretion to existing shareholder value is captured >> Underwriting assumptions * Growth rates primarily driven by third party data * Exit cap rates used in proformas are greater than we are achieving in our dispositions >> Investment hurdles * IRR: cost of equity + 300 bp * AFFO accretion: + 20% on incremental shares * Discount to replacement value Why Buy MAA Flexibility, coverage ratios and cost of debt have all materially improved over the last three years; balance sheet positioned to support growth >> Balance sheet materially strengthened >> Equity markets accessed tactically to fund acquisitions on accretive basis through direct placements >> DRSPP raises equity of $4MM/month >> Improving dividend coverage has increased flexibility >> Fixed charge coverage has improved to 2.58 from 1.78 over last three years >> Agency credit facilities offer optimum debt financing (price, flexibility) >> Debt program low cost, flexible and well laddered Why Buy MAA Current market pricing of MAA offers a discount to the underlying real estate value >> Market pricing is approximately $58,500 per unit, or 6.6% cap rate (at $40.00/share) >> One of the newer portfolios in the sector at an average age of 13 years >> 4,830 units at an average price of $74,000 added in the last two years >> Material shift of portfolio to lower cap rate markets over the last three years >> Recent transactions (SMT, TCR) imply values of 5.5% to 5.75% cap rates at $65,000 >> Equivalent pricing of MAA drives price range of $48 to $55 per share Why Buy MAA Current MAA pricing offers a discount to average sector multiples Stock Price FFO AFFO As Multiple 2005 2005 MAA 12.4 15.4 All Apts. 14.6 17.5 Discount 15% 12% MAA priced at sector multiple average: $47 - $55 MAA is better positioned for dividend growth than the sector average. Dividend Payout Ratio FFO AFFO MAA 72% 90% All Apts. 88% 103% Source: Stifel, Nicolaus & Co., Weekly Sector Scorecard, May 13, 2005 issue. Why Buy MAA MAA is a lower risk investment than most in the sector* >> Low beta stocks should be more resistant to a market sell-off >> Apartment REITs have historically been low beta stocks versus most other REIT sectors >> MAA has demonstrated a lower beta than most apartment REITs over a 5-year time horizon * KeyBanc Capital Markets Monthly REITer January 2005 Why Buy MAA As job growth leads to household growth, MAA's portfolio has the best "rental demand growth prospects to pricing upside" ratio within the apartment REIT sector...higher portfolio growth prospects AND higher stock price upside opportunity [Scatter charts depict the following data]
Job-Growth Based Rankings 2005 FFO Multiple AVB 2.2 19.6 ASN 1.9 18.0 ESS 2.1 18.0 BRE 1.9 17.0 TCT 2.3 15.6 HME 1.9 14.0 AEC 1.9 9.0 EQR 1.7 14.2 CPT 1.6 14.0 UDR 1.7 13.9 AIV 1.6 12.8 AML 1.5 15.0 GBP 1.7 15.9 PPS 1.8 17.7 CLP 1.6 10.7 MAA 1.8 13.0
Household-Growth Based Rankings 2005 FFO Multiple AVB 0.87 19.6 ASN 1.20 18.0 ESS 0.96 18.0 BRE 1.15 17.0 TCT 1.24 15.6 HME 0.93 14.0 AEC 0.97 9.0 EQR 1.27 14.2 CPT 1.46 14.0 UDR 1.43 13.9 AIV 1.27 12.8 AML 1.68 15.0 GBP 1.73 15.9 PPS 1.71 17.7 CLP 1.54 10.7 MAA 1.72 13.0
Reproduced from "Real Estate - Exclusive Power Ranking of Multifamily REITs," Wells Fargo Securities, 12/2/04. REITs ranked by two different power rankings: (1) 2-year job growth estimates, and (2) 5-year straight-lined household growth estimates. This proxy for property-level earnings growth potential is then contrasted against current pricing (as a multiple of 2005 FFO forecast) to assess pricing efficiency of individual REIT names. Why Buy MAA Current MAA pricing offers multiple points for upside movement
Relative Valuation Summary MAA's Valuation Versus Peers Versus Multifamily Sector 2005E FFO Multiple (1) Discount -15.7% -20.3% 2006E FFO Multiple (1) Discount -9.8% -16.9% 2005E Multiple/5 Year Growth (2) Discount -18.5% -22.3% 2005E AFFO Multiple (1) Discount -14.1% -15.9%
(1) Source: Morgan Stanley, May 12, 2005 (2) Source: Ryan Beck & Co., May 9, 2005 Summary - Why Buy MAA Significant internal earnings growth upside + steady and disciplined external growth prospects + secure dividend + pricing upside |X| Significant pricing upside relative to sector |X| Lower-risk business strategy & operation |X| Significant earnings upside to recapture |X| Solid earnings & value growth prospects |X| Disciplined approach to new growth |X| Secure dividend |X| Solid earnings platform for dividend |X| Portfolio better positioned for growth |X| Lower volatility and risks |X| Shareholder focused management team Mid-America Apartment Communities Creating Great Places to Live
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