-----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, N5j7MkVPi0yqBQ5TZrlh3x7pCz8+eN8JJPubst8wghMBY98iE0eLBuc1PqQ810QR uy9uukCqwEhHixNnW6WQag== 0000912595-05-000105.txt : 20050621 0000912595-05-000105.hdr.sgml : 20050620 20050620201200 ACCESSION NUMBER: 0000912595-05-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050620 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050621 DATE AS OF CHANGE: 20050620 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: 05906899 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 ffogd605.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

 

June 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

 

On June 20, 2005, the registrant announced the successful conclusion of a joint venture and its impact on funds from operations and net income. A copy of the release is furnished as Exhibit 99.1 to this Current Report.

 

ITEM 9.01

Financial Statements and Exhibits

 

(c)

Exhibits

 

Exhibit

Number

Description

 

--------

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

 

99.1

Press Release

 

 

 

 

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: June 20, 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 ffogd65x.htm

MID-AMERICA APARTMENT COMMUNITIES, INC.

A self-managed equity REIT

 

PRESS RELEASE

 

 

FROM:

SIMON R.C. WADSWORTH

 

SUBJECT:

MAA REPORTS SUCCESSFUL CONCLUSION OF JOINT VENTURE AND IMPACT ON FFO AND NET INCOME

DATE:

JUNE 20, 2005

 

 

 

Memphis, TN, Mid-America Apartment Communities, Inc. (NYSE: MAA) announced today that its joint venture with Crow Holdings, in which it has a 1/3 interest, has successfully completed the sale of its remaining two properties on terms more favorable than previously anticipated.

 

Simon Wadsworth, CFO said “We recorded 2 cents per share/unit more of net income and cash flow than we planned due to both higher final sale prices and lower related joint venture close-out costs. After further review of the partnership agreement and required accounting treatment, we have determined that the joint venture agreement requires a different allocation between gain on sale and promote fee than previously considered in providing prior funds from operations (“FFO”) guidance. We now expect to report 7 cents of net income as a promote fee, less 1 cent of associated financing costs, (which are included in FFO), and 13 cents of net income as gain on sale. We had previously interpreted the agreement to indicate that all cash flow in excess of a base-level return was considered to be promote fee and included in FFO. Thus we now expect to allocate more of the proceeds to gain on sale and less of the proceeds to the promote fee than previously considered in providing second quarter FFO guidance. As pointed out, the actual overall cash received from the transactions was 3 cents per share/unit greater than we had previously anticipated.

 

“Including the promote fee, our revised FFO guidance for the second quarter is now 82 to 89 cents per share/unit. We believe our current FFO guidance for the third and fourth quarters is reasonable.”

 

Eric Bolton, Chairman and CEO said “The venture was very successful for both our partners at Crow Holdings and for Mid-America. The return on Mid-America’s joint venture equity was in excess of 35%.”

 

The two joint venture properties, located in Dallas and Atlanta, were sold for an aggregate price of $59.6 million, representing a 5.9% cap rate and $78,000 per apartment unit. After payment of debt, Mid-America received total proceeds of $12.3 million,

 

 

including the joint venture promote and the $4.5 million mezzanine loan owed to Mid-America, which it has applied to pay down its credit facilities.

 

Mid-America provides guidance on FFO and does not forecast net income available for common shareholders. It is not possible to reasonably predict the timing and certainty of acquisitions and dispositions that would materially affect depreciation, capital gains or losses and minority interest, or to forecast extraordinary items, which, combined, generally represent the difference between net income available for common shareholders and FFO.

 

Mid-America is a self-administered, self-managed apartment-only real estate investment trust which currently owns or has ownership interest in 37,365 apartment units throughout the southeast and southcentral U.S. For further details, please refer to our website at www.maac.net or contact Simon R. C. Wadsworth at (901) 682-6668, ext. 105. 6584 Poplar Ave., Suite 300, Memphis, TN 38138.

Certain matters in this press release may constitute forward-looking statements within the meaning of Section 27-A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Such statements include, but are not limited to, statements made about anticipated market conditions, anticipated acquisitions, redevelopment opportunities, and property financing. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including a downturn in general economic conditions or the capital markets, competitive factors including overbuilding or other supply/demand imbalances in some or all of our markets, shortage of acceptable property acquisition candidates, changes in interest rates and other items that are difficult to control, as well as the other general risks inherent in the apartment and real estate businesses. Reference is hereby made to the filings of Mid-America Apartment Communities, Inc., with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K, and its annual report on Form 10-K, particularly including the risk factors contained in the latter filing.

 

 

 

 

 

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