EX-99.1 2 exhibit991-maalp33120138k.htm EXHIBIT Exhibit 99.1-MAA LP.3.31.2013.8K


MID-AMERICA APARTMENT COMMUNITIES, INC.
 
 
Exhibit 99.1
 
 
 

Explanatory Note

Unless the context otherwise requires, all references in this Current Report to "we," "us," "our," "Operating Partnership," "MAALP" or the "Company" refer to Mid-America Apartments, L.P. Unless the context otherwise requires, the references in this Current Report to "MAA" or "general partner" refers to Mid-America Apartment Communities, Inc. Any reference to the "Board" or "Board of Directors" refers to the Board of Directors of MAA. "Common Stock" refers to the common stock of MAA and "shareholders" means the holders of shares of MAA's common and preferred stock. The partnership interests of the Operating Partnership are referred to as "OP Units" and the holders of the OP Units are referred to as "unitholders".















































1




Mid-America Apartments, L.P.
Condensed Consolidated Balance Sheets
March 31, 2013 and December 31, 2012
(Unaudited)
(Dollars in thousands, except unit data)
 
March 31, 2013
 
December 31, 2012
Assets:
 
 
 
Real estate assets:
 
 
 
Land
$
363,112

 
$
359,943

Buildings and improvements
2,918,059

 
2,867,409

Furniture, fixtures and equipment
87,715

 
84,997

Development and capital improvements in progress
51,016

 
50,844

 
3,419,902

 
3,363,193

Less accumulated depreciation
(930,386
)
 
(901,485
)
 
2,489,516

 
2,461,708

 
 
 
 
Land held for future development
1,205

 
1,205

Commercial properties, net
7,868

 
8,058

Investments in real estate joint ventures
749

 
4,837

Real estate assets, net
2,499,338

 
2,475,808

 
 
 
 
Cash and cash equivalents
8,172

 
8,886

Restricted cash
649

 
809

Deferred financing costs, net
12,533

 
13,380

Other assets
30,576

 
26,882

Goodwill
4,106

 
4,106

Total assets
$
2,555,374

 
$
2,529,871

 
 
 
 
Liabilities and Capital:
 

 
 

Liabilities:
 

 
 

Secured notes payable
$
1,094,102

 
$
1,170,646

Unsecured notes payable
577,000

 
483,000

Accounts payable
5,163

 
3,889

Fair market value of interest rate swaps
17,313

 
21,423

Accrued expenses and other liabilities
80,849

 
90,559

Security deposits
6,327

 
6,167

Due to General Partner
27,497

 
24,255

Total liabilities
1,808,251

 
1,799,939

 
 
 
 
Redeemable units
5,191

 
4,713

 
 
 
 
Capital:
 

 
 

General partner: 40,088,385 OP Units outstanding at March 31, 2013 and 39,721,461 OP Units outstanding at December 31, 2012
718,651

 
706,296

Limited partners: 1,707,660 OP Units outstanding at March 31, 2013 and 1,731,672 OP Units outstanding at December 31, 2012
30,836

 
30,993

Accumulated other comprehensive losses
(22,524
)
 
(26,881
)
Total partners' capital
726,963

 
710,408

Noncontrolling interest
14,969

 
14,811

Total capital
741,932

 
725,219

Total liabilities and capital
$
2,555,374

 
$
2,529,871


Number of units outstanding represent total OP Units regardless of classification on the consolidated balance sheet. The number of units classified as redeemable units on the consolidated balance sheet at March 31, 2013 and December 31, 2012 are 75,167 and 72,786, respectively.

See accompanying notes to consolidated financial statements.

2



Mid-America Apartments, L.P.
Condensed Consolidated Statements of Operations
Three months ended March 31, 2013 and 2012
(Unaudited)
(Dollars in thousands, except per unit data)
 
 
Three months ended March 31,
 
 
2013
 
2012
Operating revenues:
 
 
 
 
Rental revenues
 
$
110,387

 
$
95,206

Other property revenues
 
9,503

 
8,654

Total property revenues
 
119,890

 
103,860

Management fee income
 
178

 
269

Total operating revenues
 
120,068

 
104,129

Property operating expenses:
 
 

 
 

Personnel
 
13,098

 
12,397

Building repairs and maintenance
 
2,992

 
3,323

Real estate taxes and insurance
 
14,653

 
12,348

Utilities
 
6,111

 
5,435

Landscaping
 
2,718

 
2,516

Other operating
 
7,900

 
7,403

Depreciation and amortization
 
30,350

 
26,755

Total property operating expenses
 
77,822

 
70,177

Acquisition expenses
 
10

 
20

Property management expenses
 
4,778

 
4,924

General and administrative expenses
 
2,890

 
3,029

Income from continuing operations before non-operating items
 
34,568

 
25,979

Interest and other non-property income
 
18

 
114

Interest expense
 
(14,112
)
 
(12,792
)
(Loss) gain on debt extinguishment/modification
 
(61
)
 
20

Amortization of deferred financing costs
 
(765
)
 
(656
)
Net casualty gain (loss) after insurance and other settlement proceeds
 
16

 
(9
)
Income from continuing operations before gain (loss) from real estate joint ventures
 
19,664

 
12,656

Gain (loss) from real estate joint ventures
 
54

 
(31
)
Income from continuing operations
 
19,718

 
12,625

Discontinued operations:
 
 

 
 

Income from discontinued operations before gain on sale
 

 
484

Net casualty loss after insurance and other settlement proceeds on discontinued operations
 

 
(54
)
Gain on sale of discontinued operations
 

 
9,429

Consolidated net income
 
19,718

 
22,484

Net income attributable to noncontrolling interests
 
159

 
148

Net income available for Mid-America Apartments, L.P. common unitholders
 
$
19,559

 
$
22,336

 
 
 
 
 
Earnings per common unit - basic and diluted:
 
 

 
 

Income from continuing operations available for common unitholders
 
$
0.47

 
$
0.32

Income from discontinued property operations available for common unitholders
 

 
0.25

Net income available for common unitholders
 
$
0.47

 
$
0.57

 
 
 
 
 
Distributions declared per common unit
 
$
0.6950

 
$
0.6600

See accompanying notes to consolidated financial statements.

3




Mid-America Apartments, L.P.
Condensed Consolidated Statements of Comprehensive Income
Three months ended March 31, 2013 and 2012
(Unaudited)
(Dollars in thousands)
 
Three months ended March 31,
 
2013
 
2012
Consolidated net income
$
19,718

 
$
22,484

Other comprehensive income:
 
 
 
Unrealized losses from the effective portion of derivative instruments
(179
)
 
(1,298
)
Reclassification adjustment for losses included in net income for the effective portion of derivative instruments
4,536

 
5,548

Total comprehensive income
24,075

 
26,734

Less: comprehensive income attributable to noncontrolling interests
(159
)
 
(148
)
Comprehensive income attributable to Mid-America Apartments, L.P.
$
23,916

 
$
26,586

 
 
 
 
See accompanying notes to consolidated financial statements.



4




Mid-America Apartments, L.P.
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2013 and 2012
(Unaudited)
(Dollars in thousands)
 
Three months ended March 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Consolidated net income
$
19,718

 
$
22,484

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Retail revenue accretion
(10
)
 

Depreciation and amortization
31,188

 
28,615

Stock compensation expense
565

 
730

Redeemable units issued
143

 
104

Amortization of debt premium
(225
)
 
(90
)
(Gain) loss from investments in real estate joint ventures
(54
)
 
31

Loss (gain) on debt extinguishment
61

 
(20
)
Derivative interest expense
261

 
167

Loss on sale of non-depreciable assets

 
9

Gain on sale of discontinued operations

 
(9,429
)
Net casualty (gain) loss and other settlement proceeds
(16
)
 
54

Changes in assets and liabilities:
 

 
 

Restricted cash
160

 
206

Other assets
(3,448
)
 
2,207

Accounts payable
1,274

 
1,636

Accrued expenses and other
(14,135
)
 
(16,057
)
Security deposits
160

 
79

Net cash provided by operating activities
35,642

 
30,726

Cash flows from investing activities:
 

 
 

Purchases of real estate and other assets
(32,561
)
 

Normal capital improvements
(7,782
)
 
(9,785
)
Construction capital and other improvements
(444
)

(636
)
Renovations to existing real estate assets
(1,802
)
 
(2,364
)
Development
(12,240
)
 
(18,617
)
Distributions from real estate joint ventures
4,964

 
459

Contributions to real estate joint ventures
(16
)
 
(51
)
Proceeds from disposition of real estate assets
76

 
28,959

Funding of escrow for future acquisitions

 
(21,585
)
Net cash used in investing activities
(49,805
)
 
(23,620
)
Cash flows from financing activities:
 

 
 

Advances from general partner
3,323

 
3,099

Net change in credit lines
19,000

 
(158,802
)
Proceeds from notes payable

 
50,000

Principal payments on notes payable
(1,319
)
 
(807
)
Payment of deferred financing costs
(120
)
 
(1,397
)
Repurchase of common units
(673
)
 
(9,541
)
Proceeds from issuances of common units
22,058

 
120,142

Distributions paid on common units
(28,820
)
 
(25,448
)
Net cash provided by (used in) financing activities
13,449

 
(22,754
)
Net decrease in cash and cash equivalents
(714
)
 
(15,648
)
Cash and cash equivalents, beginning of period
8,886

 
57,151

Cash and cash equivalents, end of period
$
8,172

 
$
41,503

 
 
 
 
Supplemental disclosure of cash flow information:
 

 
 

Interest paid
$
14,817

 
$
15,466

Supplemental disclosure of noncash investing and financing activities:
 

 
 

Accrued construction in progress
$
6,756

 
$
7,610

Interest capitalized
$
448

 
$
492

Marked-to-market adjustment on derivative instruments
$
4,096

 
$
4,083

See accompanying notes to consolidated financial statements.

5



Mid-America Apartments, L.P.
Notes to Condensed Consolidated Financial Statements
March 31, 2013 and 2012
(Unaudited)

1.           Consolidation and Basis of Presentation and Significant Accounting Policies

Consolidation and Basis of Presentation

Mid-America Apartments, L.P., or "MAALP", or "us", "we", "our", or the "Operating Partnership", is a Memphis, Tennessee based limited partnership formed in 1993 and currently operates pursuant to the provisions of the Second Amended and Restated Agreement of Limited Partnership (Partnership Agreement). MAALP's sole general partner is Mid-America Apartment Communities, Inc. (MAA), a Memphis, Tennessee-based self-administered and self-managed real estate investment trust, or REIT, that focuses on acquiring, owning and operating apartment communities mainly in the Sunbelt region of the United States. As of March 31, 2013, MAALP owned or owned interests in a total of 151 multifamily apartment communities comprising 44,547 apartments located in 12 states, including one community comprising 316 apartments owned through our joint venture, Mid-America Multifamily Fund I, LLC, or Fund I, and four communities comprising 1,156 apartments owned through our joint venture, Mid-America Multifamily Fund II, LLC, or Fund II. MAALP also had two development communities and a second phase to an existing community under construction totaling 774 units as of March 31, 2013. A total of 106 units for the development projects were completed as of March 31, 2013, and therefore have been included in the totals above. Total expected costs for the development projects are $101.3 million, of which $56.3 million has been incurred through March 31, 2013. MAALP expects to complete construction on the three projects by the end of 2014. Four of our properties include retail components with approximately 107,000 square feet of gross leasable area.

The accompanying unaudited condensed consolidated financial statements have been prepared by our management in accordance with United States generally accepted accounting principles, or GAAP, for interim financial information and applicable rules and regulations of the Securities and Exchange Commission, or the SEC, and our accounting policies as set forth in our December 31, 2012 annual consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. In our opinion, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included, and all such adjustments were of a normal recurring nature. The results of operations for the three-month periods ended March 31, 2013 and 2012 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Current Report on Form 8-K filed with the SEC on March 22, 2013. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods.  Actual amounts realized or paid could differ from those estimates.

Interests in MAALP are represented by Operating Partnership Units, or OP Units. As of March 31, 2013, there were 41,796,045 OP Units outstanding, 40,088,385 or 95.9% of which were owned by MAA, our general partner. The remaining 1,707,660 OP Units were owned by nonaffiliated limited partners, as defined in the Partnership Agreement. During the three-month periods ended March 31, 2013 and 2012, rental revenue of the Operating Partnership represented 90.0% and 89.5% of the consolidated rental revenues of MAA, respectively.

The consolidated financial statements presented herein include the accounts of MAALP and all other subsidiaries in which MAALP has a controlling financial interest. MAALP owns approximately 70% to 100% of all consolidated subsidiaries.

MAALP invests in entities that may qualify as variable interest entities, or VIE. A VIE is a legal entity in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to absorb its expected losses or the right to receive its expected residual returns. MAALP consolidates all VIEs for which it is the primary beneficiary and uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary. In determining whether MAALP is the primary beneficiary of a VIE, MAALP considers qualitative and quantitative factors, including but not limited to, those activities that most significantly impact the VIE's economic performance and which party controls such activities.

MAALP uses the equity method of accounting for its investments in entities for which it exercises significant influence, but does not have the ability to exercise control. These entities are not variable interest entities. The factors considered in

6



determining that MAALP does not have the ability to exercise control include ownership of voting interests and participatory rights of investors.

Earnings per OP Unit

Basic earnings per OP Unit is computed by dividing net income available for common unitholders by the weighted average number of units outstanding during the period. Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units. For the three months ended March 31, 2013 and 2012, there were no dilutive securities and therefore basic and diluted earnings per OP Unit are the same.

A reconciliation of the numerators and denominators of the basic and diluted earnings per unit computations for the three months ended March 31, 2013 and 2012 is presented below:

(dollars and units in thousands, except per unit amounts)
Three months ended March 31,
 
2013
 
2012
Units Outstanding
 
 
 
Weighted average common units - basic and diluted
41,514

 
39,133

 
 
 
 
Calculation of Earnings per Unit - basic and diluted
 

 
 

Income from continuing operations
$
19,718

 
$
12,625

Income from continuing operations attributable to noncontrolling interests
(159
)
 
(83
)
Income from continuing operations available for common unitholders, adjusted
$
19,559

 
$
12,542

 
 
 
 
Income from discontinued operations
$

 
$
9,859

Income from discontinued operations attributable to noncontrolling interests

 
(65
)
Income from discontinued operations available for common unitholders, adjusted
$

 
$
9,794

 
 
 
 
Earnings per unit - basic and diluted:
 
 
 
Income from continuing operations available for common unitholders
$
0.47

 
$
0.32

Income from discontinued operations available for common unitholders

 
0.25

Net income available for common unitholders
$
0.47

 
$
0.57


2.           Segment Information
As of March 31, 2013, MAALP owned or had an ownership interest in 151 multifamily apartment communities in 12 different states from which it derived all significant sources of earnings and operating cash flows. Senior management evaluates performance and determines resource allocations by reviewing apartment communities individually and in the following reportable operating segments:

Large market same store communities are generally communities:
in markets with a population of at least one million and at least 1% of the total public multifamily REIT units; and
that MAALP has owned and have been stabilized for at least a full 12 months and have been identified as a disposition property by the Board of Directors.
Secondary market same store communities are generally communities:
in markets with populations of more than one million but less than 1% of the total public multifamily REIT units or in markets with a population of less than one million; and
that MAALP has owned and have been stabilized for at least a full 12 months and have been identified as a disposition property by the Board of Directors.
Non same store communities and other includes recent acquisitions, communities in development or lease-up and communities that have been identified as a disposition by the Board of Directors. Also included in non same store communities are non multifamily activities, which represent less than 1% of our portfolio.

7



On the first day of each calendar year, MAALP determines the composition of our same store operating segments for that year as well as adjusting the previous year, which allows MAALP to evaluate full period-over-period operating comparisons. Properties in development or lease-up will be added to the same store portfolio on the first day of the calendar year after they have been owned and stabilized for at least a full 12 months. A property becomes stabilized when it reaches 90% occupancy for at least 90 days.  MAALP utilizes net operating income, or NOI, in evaluating the performance of the segments.  Total NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of their status as held for sale. MAALP believes NOI is a helpful tool in evaluating the operating performance of its segments because it measures the core operations of property performance by excluding partnership level expenses and other items not related to property operating performance.
Revenues and NOI for each reportable segment for the three-month periods ended March 31, 2013 and 2012, were as follows (dollars in thousands):

 
Three months ended March 31,
 
2013
 
2012
Revenues
 
 
 
Large Market Same Store
$
57,278

 
$
53,932

Secondary Market Same Store
44,249

 
42,673

Non-Same Store and Other
18,363

 
7,255

Total property revenues
119,890

 
103,860

Management fee income
178

 
269

Total operating revenues
$
120,068

 
$
104,129

 
 
 
 
NOI
 

 
 

Large Market Same Store
$
34,580

 
$
31,436

Secondary Market Same Store
26,706

 
25,057

Non-Same Store and Other
11,132

 
5,780

Total NOI
72,418

 
62,273

Discontinued operations NOI included above

 
(1,835
)
Management fee income
178

 
269

Depreciation and amortization
(30,350
)
 
(26,755
)
Acquisition expense
(10
)
 
(20
)
Property management expense
(4,778
)
 
(4,924
)
General and administrative expense
(2,890
)
 
(3,029
)
Interest and other non-property income
18

 
114

Interest expense
(14,112
)
 
(12,792
)
(Loss) gain on debt extinguishment
(61
)
 
20

Amortization of deferred financing costs
(765
)
 
(656
)
Net casualty gain (loss) and other settlement proceeds
16

 
(9
)
Gain (loss) from real estate joint ventures
54

 
(31
)
Discontinued operations

 
9,859

Net income attributable to noncontrolling interests
(159
)
 
(148
)
Net income available for Mid-America Apartments, L.P. common unitholders
$
19,559

 
$
22,336











8



Assets for each reportable segment as of March 31, 2013 and December 31, 2012, were as follows (dollars in thousands):
 
March 31, 2013
 
December 31, 2012
Assets
 
 
 
Large Market Same Store
$
1,194,556

 
$
1,108,827

Secondary Market Same Store
697,986

 
654,315

Non-Same Store and Other
623,459

 
728,209

Corporate assets
39,373

 
38,520

Total assets
$
2,555,374

 
$
2,529,871


3.          Capital

Total capital and its components for the three-month periods ended March 31, 2013 and 2012 were as follows (dollars in thousands, except per unit data):
  
MAALP Unitholders
 
 
 
 
 
Limited Partner
 
General Partner
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 
Total
Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2012
$
30,993

 
$
706,296

 
$
(26,881
)
 
$
14,811

 
$
725,219

Net income
808

 
18,751

 
 
 
159

 
19,718

Other comprehensive income - derivative instruments (cash flow hedges)
 
 
 
 
4,357

 


 
4,357

Issuance of units
 
 
22,058

 
 
 
 
 
22,058

Units repurchased and retired
 
 
(673
)
 
 
 
 
 
(673
)
General partner units issued in exchange for limited partner units
(443
)
 
443

 
 
 


 

Redeemable units fair market value adjustment
 
 
(319
)
 
 
 
 
 
(319
)
Adjustment for noncontrolling interest ownership in subsidiaries
665

 
(664
)
 
 
 
(1
)
 

Amortization of unearned compensation
 
 
630

 
 
 
 
 
630

Distributions ($0.6950 per unit)
(1,187
)
 
(27,871
)
 
 
 
 
 
(29,058
)
CAPITAL BALANCE MARCH 31, 2013
$
30,836

 
$
718,651

 
$
(22,524
)
 
$
14,969

 
$
741,932


  
MAALP Unitholders
 
 
 
 
 
Limited Partner
 
General Partner
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 
Total Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2011
$
28,729

 
$
538,623

 
$
(38,579
)
 
$
13,362

 
$
542,135

Net income
1,105

 
21,231

 


 
148

 
22,484

Other comprehensive income - derivative instruments (cash flow hedges)


 


 
4,250

 


 
4,250

Issuance of units
 
 
120,143

 


 


 
120,143

Units repurchased and retired
 
 
(9,541
)
 


 


 
(9,541
)
General partner units issued in exchange for limited partner units
(28
)
 
28

 


 


 

Redeemable units fair market value adjustment
 
 
(293
)
 


 


 
(293
)
Adjustment for noncontrolling interest ownership in subsidiaries
3,987

 
(3,987
)
 


 

 

Amortization of unearned compensation
 
 
814

 


 

 
814

Distributions ($0.6600 per unit)
(1,279
)
 
(25,475
)
 


 

 
(26,754
)
CAPITAL BALANCE MARCH 31, 2012
$
32,514

 
$
641,543

 
$
(34,329
)
 
$
13,510

 
$
653,238



9




4.           Real Estate Acquisitions

On February 1, 2013, MAALP purchased Milstead Village, a 310-unit apartment community located in Kennesaw (Atlanta), Georgia. This property was previously a part of Fund I.
 
5.           Discontinued Operations

During the three-month period ended March 31, 2013, MAALP did not dispose of any properties. Income from continuing operations attributable to MAALP was $19.5 million for the three-month period ended March 31, 2013 compared to $12.5 million for the three-month period ended March 31, 2012. For the three-month period ended March 31, 2013, there was no income from discontinued operations attributable to MAALP. Income from discontinued operations attributable to MAALP was $9.8 million for the three-month period ended March 31, 2012. Income from continuing operations attributable to noncontrolling interest was $0.2 million for the three-month period ended March 31, 2013 compared to $0.1 million for the three-month period ended March 31, 2012. For the three-month period ended March 31, 2013, there was no income from discontinued operations attributable to noncontrolling interest. Income from discontinued operations attributable to noncontrolling interest was $0.1 million for the three-month period ended March 31, 2012.


The following is a summary of discontinued operations for the three-month periods ended March 31, 2013 and 2012, (dollars in thousands):
 
Three months ended March 31,
 
2013
 
2012
Revenues
 
 
 
Rental revenues
$

 
$
3,565

Other revenues

 
417

Total revenues

 
3,982

Expenses
 

 
 

Property operating expenses

 
2,179

Depreciation and amortization

 
1,060

Interest expense

 
259

Total expense

 
3,498

Income from discontinued operations before gain on sale

 
484

Net loss on insurance and other settlement proceeds on discontinued operations

 
(54
)
Gain on sale of discontinued operations

 
9,429

Income from discontinued operations
$

 
$
9,859


6.           Partners' Capital

Interests in MAALP are represented by OP Units. As of March 31, 2013, there were 41,796,045 OP Units outstanding, 40,088,385 or 95.9% of which were owned by MAA, our general partner. The remaining 1,707,660 OP Units were owned by nonaffiliated limited partners ("Class A Limited Partners"). As of March 31, 2012, there were 40,390,861 OP Units outstanding, 38,455,153 or 95.2% of which were owned by MAA and 1,935,708 of which were owned by the Class A Limited Partners.

MAA, as the sole general partner, has full, complete and exclusive discretion to manage and control the business of MAALP subject to the restrictions specifically contained within the Partnership Agreement. Unless otherwise stated in the Operating Partnership Agreement, this power includes, but is not limited to, acquiring, leasing, or disposing of any real property; constructing buildings and making other improvements to properties owned; borrowing money, modifying or extinguishing current borrowings, issuing evidence of indebtedness, and securing such indebtedness by mortgage, deed of trust, pledge or other lien on MAALP's assets; and distribution of MAALP cash or other assets in accordance with the Partnership Agreement. MAA can generally, at its sole discretion, issue and redeem OP Units and determine the consideration to be received or the redemption price to be paid, as applicable. The general partner may delegate these and other powers granted if the general partner remains in supervision of the designee.


10



Under the Partnership Agreement, MAALP may issue Class A OP Units and Class B OP Units. Class A OP Units may only be held by limited partners who are not affiliated with MAA, in its capacity as general partner of the Operating Partnership, while Class B OP Units may only be held by MAA, in its capacity as general partner of the Operating Partnership, and as of March 31, 2013, a total of 1,707,660 Class A OP Units in the Operating Partnership were held by limited partners unaffiliated with MAA, while a total of 40,088,385 Class B OP Units were held by MAA. In general, the limited partners do not have the power to participate in the management or control of MAALP's business except in limited circumstances including changes in the general partner and protective rights if the general partner acts outside of the provisions provided in the Partnership Agreement. The transferability of Class A OP Units is also limited by the Partnership Agreement.

Net income is allocated to the general partner and limited partners based on their respective ownership percentages of the Operating Partnership. Issuance or redemption of additional Class A OP Units or Class B OP Units changes the relative ownership percentage of the partners. The issuance of Class B OP Units generally occurs when MAA issues common stock and the proceeds from that issuance are contributed to the Operating Partnership in exchange for the issuance of Class B OP Units to MAA equal to the number of common stock shares issued. Likewise, if MAA repurchases or redeems outstanding shares of common stock, the Operating Partnership generally redeems an equal number of Class B OP Units with similar terms held by MAA for a redemption price equal to the purchase price of those shares of common stock. At each reporting period, the allocation between general partner capital and limited partner capital is adjusted to account for the change in the respective percentage ownership of the underlying capital of the Operating Partnership. Holders of the Class A OP Unit may require MAA to redeem their Class A OP Units, in which case MAA may, at its option, pay the redemption price either in cash (in an amount per Class A OP Unit equal, in general, to the average closing price of MAA's common stock on the New York Stock Exchange over a specified period prior to the redemption date) or by delivering one share of MAA common stock (subject to adjustment under specified circumstances) for each Class A OP Unit so redeemed.

At March 31, 2013, a total of 1,707,660 Class A OP Units were outstanding and redeemable for 1,707,660 shares of MAA common stock, or approximately $117,931,000 based on the closing price of MAA’s common stock on March 31, 2013 of $69.06 per share, at MAA’s option. At March 31, 2012, a total of 1,935,708 Class A OP Units were outstanding and redeemable for 1,935,708 shares of MAA common stock, or approximately $129,750,507 based on the closing price of MAA’s common stock on March 31, 2012 of $67.03 per share, at MAA’s option.

The Operating Partnership pays the same per unit distribution in respect to the OP Units as the per share dividend MAA pays in respect to its common and preferred stock.

On August 26, 2010, MAALP and MAA entered into sales agreements with Cantor Fitzgerald & Co., Raymond James & Associates, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell up to a combined total of 6,000,000 shares of our common stock, from time to time in at-the-market offerings or negotiated transactions through a controlled equity offering program. On February 25, 2013, MAALP and MAA entered into sales agreements with J.P. Morgan Securities LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc. and UBS Securities LLC with materially the same terms as our previous ATM agreements for a combined total of 4,500,000 shares of our common stock.

During the three-month period ended March 31, 2013, MAA sold 325,166 shares of common stock for net proceeds of $22.0 million through its ATM programs. The gross proceeds for these issuances were $22.3 million for the three-month period ended March 31, 2013. During the three-month period ended March 31, 2012, MAA did not issue any shares through its ATM program. As of March 31, 2013, there were 4,174,834 shares outstanding under the ATM. All proceeds from these transactions were received by MAALP in exchange for a number of OP Units equal to the number of shares issued by MAA.

On March 2, 2012, MAA closed on an underwritten public offering of 1,955,000 shares of common stock. UBS Investment Bank and Jeffries & Company, Inc. acted as joint bookrunning managers. This transaction resulted in net proceeds of $120.1 million. The gross proceeds for this offering were approximately $124.1 million. We had no such offerings during the three-month period ended March 31, 2013. Proceeds from this transaction were received by MAALP in exchange for OP Units equal to the number of shares issued.

MAA has a Dividend and Distribution Reinvestment and Share Purchase Plan, or DRSPP, pursuant to which MAA’s shareholders have the ability to reinvest all or part of their distributions from MAA’s common stock, preferred stock or OP Units into MAA’s common stock. The plan also provides the opportunity to make optional cash investments in common shares of at least $250, but not more than $5,000 in any given month, free of brokerage commissions and charges. MAA, in its absolute discretion, may grant waivers to allow for optional cash payments in excess of $5,000. To fulfill its obligations under the DRSPP, MAA may either issue additional shares of common stock or repurchase common stock in the open market. MAA has registered with the Securities and Exchange Commission the offer and sale of up to 7,600,000 shares of common stock pursuant to the DRSPP. MAA may elect to sell shares under the DRSPP at up to a 5% discount.

11




Common stock shares totaling 141 during the three-month period ended March 31, 2013 and 120 during the three-month period ended March 31, 2012 were acquired by shareholders under the DRSPP. The issuances resulted in gross proceeds of approximately $10,000 and $8,000 for the three-month periods ending March 31, 2013 and 2012, respectively. All funds received from these issuances were contributed to the Operating Partnership in exchange for a number of OP Units equal to the number of shares issued by MAA.

During the three months ended March 31, 2013, 4,582 shares of MAA’s common stock were acquired from employees to satisfy minimum tax withholding obligations that arose upon vesting of restricted stock granted pursuant to approved plans. During the three months ended March 31, 2012, 15,565 shares were acquired for these purposes. MAALP acquires OP units from MAA equal to the number of shares acquired by MAA from employees to satisfy tax withholding obligations.


7.           Notes Payable

On March 31, 2013 and December 31, 2012, MAALP had total indebtedness of approximately $1.67 billion and $1.65 billion, respectively. MAALP's indebtedness as of March 31, 2013 consisted of both conventional and tax exempt debt. Borrowings were made through individual property mortgages as well as company-wide credit facilities. MAALP utilizes both secured and unsecured debt.

On March 1, 2012, MAALP entered into a $150 million unsecured term loan agreement with a syndicate of banks led by KeyBank and J.P. Morgan with a variable rate resetting monthly at LIBOR plus a spread of 1.40% to 2.15% based on a leveraged based pricing grid and a maturity date of March 1, 2017. As of March 31, 2013 the full amount was outstanding under this agreement. In July 2012, MAALP received an investment grade rating (Baa2) from Moody's rating service, which caused the variable rate to reset monthly at LIBOR plus a spread of 1.10% to 2.05% based on an investment grade ratings grid.

On August 31, 2012, MAALP issued $175 million of Senior Unsecured Notes to be funded at three separate times. These notes were offered in a private placement with four tranches: $18 million at 3.15% maturing on November 30, 2017; $20 million at 3.61% maturing on November 30, 2019; $117 million at 4.17% maturing on November 30, 2022; and $20 million at 4.33% maturing on November 30, 2024. As of March 31, 2013, the full amount of the Notes has been funded and is included in our balance sheet.

As of March 31, 2013, approximately 42% of MAALP's outstanding debt was borrowed through secured credit facility relationships with Prudential Mortgage Capital, which are credit enhanced by the Federal National Mortgage Association, or FNMA, and Financial Federal, which are credit enhanced by the Federal Home Loan Mortgage Corporation, or Freddie Mac.

MAALP utilizes interest rate swaps and interest rate caps to help manage its current and future interest rate risk and entered into 18 interest rate swaps and 14 interest rate caps as of March 31, 2013, representing notional amounts totaling $484.0 million and $232.6 million, respectively. MAALP also held 9 non-designated interest rate caps with notional amounts totaling $55.9 million as of March 31, 2013.




















12



The following table summarizes our outstanding debt structure as of March 31, 2013 (dollars in thousands):

 
Borrowed
Balance
 
Effective
Rate
 
Contract
Maturity
Fixed Rate Secured Debt
 
 
 
 
 
Individual property mortgages
$
371,116

 
4.8
%
 
9/2/2019
FNMA conventional credit facilities
50,000

 
4.7
%
 
3/31/2017
Credit facility balances with:
 

 
 

 
 
LIBOR-based interest rate swaps
334,000

 
5.3
%
 
4/22/2014
Total fixed rate secured debt
$
755,116

 
5.0
%
 
2/19/2017
Variable Rate Secured Debt (1)
 

 
 

 
 
FNMA conventional credit facilities
$
189,721

 
0.8
%
 
7/27/2016
FNMA tax-free credit facilities
69,818

 
0.9
%
 
8/11/2031
Freddie Mac credit facilities
64,247

 
0.7
%
 
7/1/2014
Freddie Mac mortgage
15,200

 
3.6
%
 
1/1/2016
Total variable rate secured debt
$
338,986

 
0.9
%
 
4/1/2019
Total Secured Debt
$
1,094,102

 
3.8
%
 
10/16/2017
 
 
 
 
 
 
Unsecured Debt
 

 
 

 
 
Variable rate credit facility
$
117,000

 
1.5
%
 
11/1/2015
Term loan fixed with swaps
150,000

 
2.4
%
 
3/1/2017
Fixed rate senior private placement bonds
310,000

 
4.5
%
 
7/27/2021
Total Unsecured Debt
$
577,000

 
3.4
%
 
4/6/2019
 
 
 
 
 
 
Total Outstanding Debt
$
1,671,102

 
3.6
%
 
4/19/2018

(1) Includes capped balances.

MAALP has additional requirements related to $20.2 million of tax-free bonds issued by MAA but held within the FNMA facility. These amounts are not included in our debt discussion above or within our Consolidated Balance Sheets as MAALP is not the legal borrower of the bonds; however, because of MAALP's obligations under the FNMA facility, we could be required to pay related principal, interest, and other costs if MAA were to default on its payments.


8.           Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

MAALP is exposed to certain risk arising from both its business operations and economic conditions. MAALP principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. MAALP manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future contractual and forecasted cash amounts, principally related to its borrowings, the value of which are determined by changing interest rates.

Cash Flow Hedges of Interest Rate Risk

MAALP's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, MAALP uses interest rate swaps and interest rate caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for MAALP making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up front premium.


13



The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2013 and 2012, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.  The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three months ended March 31, 2013 and 2012, MAALP recorded ineffectiveness of $4,000 (decrease to interest expense) and $10,000, (increase to interest expense), respectively, attributable to a mismatch in the underlying indices of the derivatives and the hedged interest payments made on its variable-rate debt.

During the three months ended March 31, 2013, MAALP also had two interest rate caps with a total notional amount of $7.9 million, where only the changes in intrinsic value are recorded in accumulated other comprehensive income.  Changes in fair value of these interest rate caps due to changes in time value (e.g. volatility, passage of time, etc.) are excluded from effectiveness testing and are recognized directly in earnings.  During the three months ended March 31, 2013, MAALP had no changes in the time value of these interest rate caps. During the three months ended March 31, 2012, MAALP recorded a loss of less than $1,000 due to changes in the time value of these interest rate caps.

Amounts reported in accumulated other comprehensive income related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, MAALP estimates that an additional $13.4 million will be reclassified to earnings as an increase to interest expense, which primarily represents the difference between our fixed interest rate swap payments and the projected variable interest rate swap payments.

All interest rate cap discussions below include two caps that are designated as hedges of MAA debt and therefore do not show up in the debt schedules for MAALP. These two hedges will still be included in the derivative discussion as the actual derivative instruments belong to MAALP.

As of March 31, 2013, MAALP had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative
 
Number of Instruments
 
Notional
Interest Rate Caps
 
14
 
$
232,576,000

  Interest Rate Swaps
 
18
 
$
484,000,000


Non-Designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage MAALP's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of FASB ASC 815, Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in losses of $13,300 and $24,000 for the three months ended March 31, 2013 and 2012, respectively.

As of March 31, 2013, MAALP had the following outstanding interest rate derivatives that were not designated as hedges:
Interest Rate Derivative
 
Number of Instruments
 
Notional
Interest Rate Caps
 
9
 
$
55,875,000














14




Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of MAALP's derivative financial instruments as well as its classification on the Consolidated Balance Sheet as of March 31, 2013 and December 31, 2012, respectively. This table also shows the gross presentation of our derivatives as MAA does not net assets and liabilities:

Fair Values of Derivative Instruments on the Consolidated Balance Sheet as of March 31, 2013 and December 31, 2012 (dollars in thousands)
 
 
Asset Derivatives
 
Liability Derivatives
 
 
 
 
March 31, 2013
 
December 31, 2012
 
 
 
March 31, 2013
 
December 31, 2012
Derivatives designated as hedging instruments
 
Balance Sheet Location
 
Fair Value
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Fair Value
Interest rate contracts
 
Other assets
 
$
244

 
$
245

 
Fair market value of interest rate swaps
 
$
17,313

 
$
21,423

 
 
 
 
 
 
 
 
 
 
 
 
 
Total derivatives designated as hedging instruments
 
 
 
$
244

 
$
245

 
 
 
$
17,313

 
$
21,423

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
Other assets
 
$
30

 
$
43

 
 
 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Total derivatives not designated as hedging instruments
 
 
 
$
30

 
$
43

 
 
 
$

 
$


























15




Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Operations

The table below presents the effect of our derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012, respectively.

Effect of Derivative Instruments on the Consolidated Statements of Operations for the
Three months ended March 31, 2013 and 2012 (dollars in thousands)

Derivatives in Cash Flow
Hedging Relationships
 
Amount of 
Gain or (Loss)
Recognized in 
OCI on Derivative 
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified 
from Accumulated
OCI into Income
(Effective Portion)
 
Amount of  
Gain or (Loss)
Reclassified from
Accumulated 
OCI into Income 
(Effective Portion)
 
Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
Amount of Gain or (Loss) Recognized in Income on
Derivative (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
Three months ended March 31,
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
$
(179
)
 
$
(1,298
)
 
Interest expense
 
$
(4,536
)
 
$
(5,548
)
 
Interest expense
 
$
4

 
$
(10
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total derivatives in cash flow hedging relationships
 
$
(179
)
 
$
(1,298
)
 
 
 
$
(4,536
)
 
$
(5,548
)
 
 
 
$
4

 
$
(10
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
 
 
 
 
 
 
 
 
Location of Gain or (Loss) Recognized in Income
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate products
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
(13
)
 
$
(24
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(13
)
 
$
(24
)

Credit-Risk-Related Contingent Features

As of March 31, 2013, derivatives that were in a net liability position and subject to credit-risk-related contingent features had a termination value of $19.1 million, which includes accrued interest but excludes any adjustment for nonperformance risk. These derivatives had a fair value, gross of asset positions, of $17.3 million at March 31, 2013.

Certain of our derivative contracts contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of March 31, 2013, we had not breached the provisions of these agreements.  If we had breached these provisions, we could have been required to settle our obligations under the agreements at their termination value of $10.4 million.

Certain of our derivative contracts contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of March 31, 2013, we had not breached the provisions of these agreements. If we had breached theses provisions, we could have been required to settle our obligations under the agreements at the termination value of $2.9 million.

Certain of our derivative contracts are credit enhanced by either FNMA or Freddie Mac.  These derivative contracts require that our credit enhancing party maintain credit ratings above a certain level.  If our credit support providers were downgraded below Baa1 by Moody’s or BBB+ by Standard & Poor’s, or S&P, we may be required to either post 100 percent collateral or settle the obligations at their termination value of $15.9 million as of March 31, 2013.  Both FNMA and Freddie Mac are currently rated Aaa by Moody’s and AA+ by S&P, and therefore, the provisions of this agreement have not been breached and no collateral has been posted related to these agreements as of March 31, 2013.

16



Although our derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both us and our counterparties under certain situations, we do not net our derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheet.

Other Comprehensive Income
MAALP's other comprehensive income consists entirely of gains and losses attributable to the effective portion of our cash flow hedges. The table below shows the change in the balance for the three months ended March 31, 2013 and 2012:

Changes in Accumulated Other Comprehensive Income by Component
 
 
Affected Line Item in the Consolidated Statements Of Operations
 
Gains and Losses on Cash Flow Hedges
 
 
 
For the three months ended March 31,
 
 
 
2013
 
2012
Beginning balance
 

 
$
(26,881
)
 
$
(38,579
)
Other comprehensive income before reclassifications
 
 
 
(179
)
 
(1,298
)
Amounts reclassified from accumulated other comprehensive income (interest rate contracts)
 
Interest expense
 
4,536

 
5,548

Net current-period other comprehensive income attributable to Mid-America Apartments, L.P.
 
 
 
4,357

 
4,250

Ending balance
 
 
 
$
(22,524
)
 
$
(34,329
)

See also discussions in "Financial Statements – Notes to Consolidated Financial Statements", Note 9.

9.           Fair Value Disclosure of Financial Instruments

Cash and cash equivalents, restricted cash, accounts payable, accrued expenses and other liabilities and security deposits are carried at amounts that reasonably approximate their fair value due to their short term nature.

On January 1, 2008, MAALP adopted FASB ASC 820 Fair Value Measurements and Disclosures, or ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. MAALP's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fixed rate notes payable at March 31, 2013 and December 31, 2012, totaled $731 million and $732 million, respectively, and had estimated fair values of $782 million and $778 million (excluding prepayment penalties), respectively, as of March 31, 2013 and December 31, 2012. The carrying value of variable rate notes payable (excluding the effect of interest rate swap and cap agreements) at March 31, 2013 and December 31, 2012, totaled $940 million and $921 million, respectively, and had estimated fair values of $873 million and $851 million (excluding prepayment penalties), respectively, as of March 31, 2013 and December 31, 2012.


17



Currently, MAALP uses interest rate swaps and interest rate caps (options) to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The fair values of interest rate options (caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

To comply with the provisions of ASC 820, MAALP incorporates credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, MAALP has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

MAALP has determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, and as a result, all of our derivatives held as of March 31, 2013 and December 31, 2012 were classified as Level 2 of the fair value hierarchy.

The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall.
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2013
(dollars in thousands)
 
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Balance at
 
 
 
 
March 31, 2013
Assets
 

 
 

 
 

 
 

Derivative financial instruments
$

 
$
274

 
$

 
$
274

Liabilities
 

 
 

 
 

 
 

Derivative financial instruments
$

 
$
17,313

 
$

 
$
17,313



Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2012
(dollars in thousands)
 
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Balance at
 
 
 
 
December 31, 2012
Assets
 

 
 

 
 

 
 

Derivative financial instruments
$

 
$
288

 
$

 
$
288

Liabilities
 

 
 

 
 

 
 

Derivative financial instruments
$

 
$
21,423

 
$

 
$
21,423


The fair value estimates presented herein are based on information available to management as of March 31, 2013 and December 31, 2012.  These estimates are not necessarily indicative of the amounts MAALP could ultimately realize.  See also discussions in "Financial Statements – Notes to Consolidated Financial Statements", Note 8.

18




10.           Recent Accounting Pronouncements

Impact of Recently Issued Accounting Standards

In February 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated other comprehensive income, or AOCI, by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-02 is effective for interim and annual periods beginning after December 15, 2012 and early adoption is permitted. We early adopted ASU 2013-02 for the annual period ended December 31, 2012. The adoption of ASU 2013-02 has not had a material impact on our consolidated financial condition or results of operations taken as a whole.

In January 2013, the FASB issued ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that the scope of ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, would apply to derivatives accounted for in accordance with FASB ASC 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. This ASU is effective for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods. We adopted ASU 2013-01 during the period ended March 31, 2013. The adoption of ASU 2013-01 has not had a material impact on our consolidated financial condition or results of operations taken as a whole.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments change the wording, mainly for clarification, used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this update to result in a change in the application of the requirements in ASU 2011-04. The amendments in this ASU are to be applied prospectively. The amendments are effective during interim and annual periods beginning after December 15, 2011. We adopted ASU 2011-04 for the interim and annual periods of fiscal year 2012. The adoption of ASU 2011-04 has not had a material impact on our consolidated financial condition or results of operations taken as a whole.

11. Subsequent Events

Real Estate Acquisitions

On May 1, 2013, MAALP closed on the purchase of the 316-unit Greenwood Forest apartment community located in Greenwood Forest (Houston), Texas. This property was previously a part of Fund I.

On May 21, 2013, MAALP closed on the purchase of The Haven at Cosner's Corner, a 260-unit apartment community located in Fredericksburg, VA.

Real Estate Dispositions

On May 15, 2013, MAALP closed on the sale of the 188-unit Woodbridge at the Lake apartment community located in Jacksonville, Florida.

Financings

On April 23, 2013, MAALP entered into three LIBOR-based forward swaps intended to hedge the interest rate on planned future financings with a total notional amount of $150 million.



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