Partners' Capital of Mid-America Apartments, L.P. (Notes)

3 Months Ended

Mar. 31, 2014

Partners' Capital of Mid-America Apartments, L.P. [Abstract]

Partners' Capital Notes Disclosure [Text Block]

MAALP Capital

Total capital and its components for the three-month periods ended March 31, 2014 and 2013 were as follows (dollars in thousands, except per unit data):

	Mid-America Apartments, L.P. Unitholders
	Limited Partner			General Partner			Accumulated Other Comprehensive Income (Loss)		Total Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2013	$	166,746		$	2,946,598		$	174	$	3,113,518
Net income	848			14,866					15,714
Other comprehensive income - derivative instruments (cash flow hedges)							2,727		2,727
Issuance of units	—			227					227
Units repurchased and retired				(285		)			(285		)
Exercise of unit options				1,775					1,775
General partner units issued in exchange for limited partner units	(744		)	744					—
Units issued in exchange from redeemable units				998					998
Redeemable units fair market value adjustment				(631		)			(631		)
Adjustment for limited partners' capital at redemption value	(201		)	201					—
Amortization of unearned compensation				948					948
Distributions ($0.7300 per unit)	(3,072		)	(54,792		)			(57,864		)
CAPITAL BALANCE MARCH 31, 2014	$	163,577		$	2,910,649		$	2,901	$	3,077,127

	Mid-America Apartments, L.P. Unitholders
	Limited Partner			General Partner			Accumulated Other Comprehensive Income (Loss)			Total Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2012	$	38,154		$	927,734		$	(26,881	)	$	939,007
Net income	855			20,938						21,793
Other comprehensive income - derivative instruments (cash flow hedges)							4,357			4,357
Issuance of units				22,057						22,057
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 limited partners capital at redemption value	2,812			(1,450		)				1,362
Amortization of unearned compensation				630						630
Distributions ($0.6950 per unit)	(1,187		)	(29,674		)				(30,861		)
CAPITAL BALANCE MARCH 31, 2013	$	40,191		$	939,686		$	(22,524	)	$	957,353

Shareholders' Equity of MAA

On March 31, 2014, 75,009,303 shares of common stock of MAA and 4,208,526 partnership units in the Operating Partnership were issued and outstanding, representing a total of 79,217,829 shares and units. At March 31, 2013, 42,683,322 shares of common stock of MAA and 1,707,660 partnership units in the Operating Partnership were outstanding, representing a total of 44,390,982 shares and units. There were 296,583 outstanding options as of March 31, 2014 compared to zero outstanding options as of March 31, 2013. The primary reason for the increase in shares and units is due to the merger with Colonial. In connection with the merger, on October 1, 2013, we issued 31,916,765 shares and 2,574,631 partnership units.

On August 26, 2010, we and our Operating Partnership 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, or ATM. We terminated this ATM program, and on February 25, 2013, we and our Operating Partnership entered into sales agreements with J.P. Morgan Securities LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc. and UBS Securities LLC to sell up to 4,500,000 shares of our common stock with materially the same terms as our previous sales agreements.

During the three-month period ended March 31, 2014, we issued no shares through our ATM programs. During the three-month period ended March 31, 2013, we issued 325,166 shares through our ATM programs for net proceeds of $22.0 million. The gross proceeds for these issuances were $22.3 million. We have 4,134,989 shares remaining under our ATM program as of March 31, 2014.

During the three-month period ended March 31, 2014, we issued 340 shares of common stock through the optional cash purchase feature of our Dividend and Distribution Reinvestment and Share Purchase Program, or DRSPP. The issuances resulted in gross proceeds of approximately $23,000. During the three-month period ended March 31, 2013, we issued 141 shares of common stock through the optional cash purchase feature of our DRSPP resulting in gross proceeds of approximately $10,000.

During the three months ended March 31, 2014, 6,554 shares of our 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, 2013, 4,582 shares were acquired for these purposes.

Partners' Capital of Mid-America Apartments, L.P.

Interests in MAALP are represented by OP Units. As of March 31, 2014, there were 79,217,829 OP Units outstanding, 75,009,303 or 94.7% of which were owned by MAA, MAALP's general partner. The remaining 4,208,526 OP Units were owned by non-affiliated limited partners ("Class A Limited Partners"). As of March 31, 2013, there were 44,390,982 OP Units outstanding, 42,683,322 or 96.2% of which were owned by MAA and 1,707,660 of which were owned by the Class A Limited Partners. The increase in OP Units was due primarily to the merger with Colonial Properties Trust. In order to complete the merger, on October 1, 2013, we issued 34,491,396 OP Units.

MAA, as the sole general partner of MAALP, has full, complete and exclusive discretion to manage and control the business of the Operating Partnership subject to the restrictions specifically contained within the Partnership Agreement. Unless otherwise stated in the Partnership Agreement of MAALP, 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 the Operating Partnership's assets; and distribution of Operating Partnership 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.

Under the Partnership Agreement, the Operating Partnership 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, 2014, a total of 4,208,526 Class A OP Units in the Operating Partnership were held by limited partners unaffiliated with MAA, while a total of 75,009,303 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 the Operating Partnership'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 to MAA of a number of OP Units equal to the number of shares of common stock 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 Units 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, 2014, a total of 4,208,526 Class A OP Units were outstanding and redeemable for 4,208,526 shares of MAA common stock or approximately $287,316,070, based on the closing price of MAA’s common stock on March 31, 2014 of $68.27 per share, at MAA’s option. 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.

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.