EX-99.4 12 d604528dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Mid-America Apartment Communities, Inc.

Unaudited Pro Forma Consolidated Financial Statements

Introduction

On October 1, 2013, Mid-America Apartment Communities, Inc., or MAA, and Colonial Properties Trust, or Colonial, combined through a merger of Colonial with and into MAA, with MAA surviving the merger, which is referred to as the Parent Merger. The Parent Merger was affected pursuant to the terms of a definitive agreement and plan of merger, which is referred to as the merger agreement, which was entered into by MAA, Colonial and certain of their respective affiliates on June 3, 2013.

In accordance with the terms of the merger agreement, each Colonial common share has been converted automatically into the right to receive 0.36 of a newly issued share of MAA common stock. Following the Parent Merger, continuing MAA shareholders held approximately 56 percent of the issued and outstanding shares of common stock of the combined corporation and former Colonial shareholders held approximately 44 percent.

The following unaudited pro forma consolidated financial statements are based on MAA’s historical consolidated financial statements and Colonial’s historical consolidated financial statements, filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K, and have been adjusted in the statements below to give effect to the Parent Merger transaction. The unaudited pro forma combined statements of operations for the six months ended June 30, 2013 and the twelve months ended December 31, 2012 give effect to the Parent Merger as if it had occurred on January 1, 2012, the beginning of the earliest period presented. The unaudited pro forma combined balance sheet as of June 30, 2013 gives effect to the Parent Merger as if it had occurred on June 30, 2013. The historical consolidated financial statements of Colonial have been adjusted to reflect certain reclassifications in order to conform to MAA’s financial statement presentation.

The unaudited pro forma consolidated financial statements were prepared using the acquisition method of accounting with MAA considered the acquirer of Colonial. Under the acquisition method of accounting, the purchase price is allocated to the underlying Colonial tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with the excess purchase price, if any, allocated to goodwill.

The pro forma adjustments and the purchase price allocation as presented are based on estimates and certain information that is currently available. The assignment of fair values to Colonial’s assets acquired and liabilities assumed has not been finalized, is subject to change, and could vary materially. Moreover, MAA has not yet identified all adjustments necessary to conform Colonial’s accounting policies to MAA’s accounting policies. A final determination of the fair value of Colonial’s assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on the actual net tangible and intangible assets and liabilities of Colonial that existed as of the closing date of the Parent Merger and, therefore, cannot be made at this time. As a


result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma consolidated financial statements presented below. MAA estimated the fair value of Colonial’s assets and liabilities based on discussions with Colonial’s management, preliminary valuation studies, due diligence and information presented in Colonial’s public filings. Until the Parent Merger was completed, both companies were limited in their ability to share certain information. Final valuations are in the process of being performed and are not yet available. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.

Assumptions and estimates underlying the adjustments to the unaudited pro forma consolidated financial statements are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are: (1) directly attributable to the Parent Merger, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations of the combined corporation following the Parent Merger. This information is presented for illustrative purposes only and is not indicative of the combined operating results or financial position that would have occurred if such transactions had occurred on the dates and in accordance with the assumptions described below, nor is it indicative of future operating results or financial position.

The unaudited pro forma consolidated financial statements, although helpful in illustrating the financial characteristics of the combined corporation under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the Parent Merger and do not attempt to predict or suggest future results. Specifically, the unaudited pro forma combined statements of operations exclude projected operating efficiencies and synergies expected to be achieved as a result of the Parent Merger. The projected operating synergies are expected to include approximately $25 million in combined annual cost synergies. The unaudited pro forma consolidated financial statements also exclude the effects of costs associated with any restructuring or integration activities or asset dispositions resulting from the Parent


Merger as they are currently not known, and to the extent they occur, are expected to be non-recurring and had not been incurred at the closing date of the Parent Merger. However, such costs could affect the combined company following the Parent Merger in the period the costs are incurred or recorded. Further, the unaudited pro forma consolidated financial statements do not reflect the effect of any regulatory actions that may impact the results of the combined company following the Parent Merger.

The unaudited pro forma consolidated financial statements have been developed from and should be read in conjunction with:

 

    the accompanying notes to the unaudited pro forma consolidated financial statements;

 

    the historical audited consolidated financial statements of MAA as of and for the year ended December 31, 2012, included in MAA’s Form 10-K, and the historical unaudited consolidated financial statements as of and for the six months ended June 30, 2013, included in MAA’s Form 10-Q;

 

    the historical audited consolidated financial statements of Colonial as of and for the year ended December 31, 2012, included in Colonial’s Current Report on Form 8-K dated August 21, 2013, and the historical unaudited consolidated financial statements as of and for the six months ended June 30, 2013, included in Colonial’s Form 10-Q, which are included as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K; and

 

    other information relating to MAA and Colonial contained in this filing.


Mid-America Apartment Communities, Inc.

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited)

(Dollars in thousands)

 

     MAA
Historical (A)
    Colonial
Historical (A)
    Pro Forma
Adjustments
         MAA Pro
Forma
 

Assets:

           

Real estate assets:

           

Land

   $ 396,734      $ 412,387      $ 81,964      (B)    $ 891,085   

Buildings and improvements

     3,237,281        2,653,469        160,595      (B)      6,051,345   

Furniture, fixtures and equipment

     100,513        187,346        (11,940   (B)      275,919   

Development and capital improvements in progress

     47,662        91,235        (12,065   (B)      126,832   
  

 

 

   

 

 

   

 

 

      

 

 

 
     3,782,190        3,344,437        218,554           7,345,181   

Less accumulated depreciation

     (1,051,801     (762,463     762,463      (C)      (1,051,801
  

 

 

   

 

 

   

 

 

      

 

 

 
     2,730,389        2,581,974        981,017           6,293,380   

Land held for future development

     5,450        198,410        (99,253   (B)      104,607   

Commercial properties, net

     7,880        108,992        (31,210   (B)      85,662   

Investments in real estate joint ventures

     3,178        4,379        885      (D)      8,442   
  

 

 

   

 

 

   

 

 

      

 

 

 

Real estate assets, net

     2,746,897        2,893,755        851,439           6,492,091   

Cash and cash equivalents

     8,792        20,944             29,736   

Restricted cash

     12,989        10,212             23,201   

Deferred financing costs, net

     12,492        11,587        (11,587   (E)      12,492   

Accounts Receivable

     13,949        24,760             38,709   

Notes Receivable

     —          41,962             41,962   

Other assets

     29,111        38,495        94,205      (F)      161,811   

Goodwill

     4,106        —               4,106   

Assets held for sale

     5,881        41,279        8,075      (G)      55,235   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total assets

   $ 2,834,217      $ 3,082,994      $ 942,132         $ 6,859,343   
  

 

 

   

 

 

   

 

 

      

 

 

 

Liabilities and Shareholders’ Equity:

           

Liabilities:

           

Secured notes payable

   $ 1,106,541      $ 690,284      $ 76,023      (H)    $ 1,872,848   

Unsecured notes payable

     585,000        957,043        20,379      (H)      1,562,422   

Accounts payable

     10,085        32,388             42,473   

Fair market value of interest rate swaps

     11,907        14,301             26,208   

Accrued Expenses

     42,556        56,331        25,608      (I)      124,495   

Other liabilities

     53,728        14,083             67,811   

Security deposits

     6,934        2,453             9,387   

Liabilities associated with assets held for sale

     148        —               148   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities

     1,816,899        1,766,883        122,010           3,705,792   

Redeemable Stock/noncontrolling interest

     5,521        179,576        (179,576   (J)      5,521   

Shareholders’ equity:

           

Common stock

     427        943        (597   (J)      773   

Additional paid-in capital

     1,569,090        1,965,196        69,081      (J)      3,603,367   

Accumulated distributions in excess of net income

     (582,884     (665,530     665,530      (J)   
         (25,608   (I)      (608,492

Treasury Stock

     —          (150,163     150,163      (J)      —     

Accumulated other comprehensive losses

     (6,336     (14,093     14,093      (J)      (6,336
  

 

 

   

 

 

   

 

 

      

 

 

 

Total MAA shareholders’ equity

     980,297        1,136,353        872,662           2,989,312   

Noncontrolling interest

     31,500        182        127,036      (K)      158,718   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total equity

     1,011,797        1,136,535        999,698           3,148,030   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities and equity

   $ 2,834,217      $ 3,082,994      $ 942,132         $ 6,859,343   
  

 

 

   

 

 

   

 

 

      

 

 

 


Mid-America Apartment Communities, Inc.

Pro Forma Condensed Consolidated Statement of Operations

Six months ended June 30, 2013

(Unaudited)

(Dollars in thousands, except per share data)

 

    MAA
Historical
    Colonial
Historical (A)
    Pro Forma
Adjustments
        MAA Pro
Forma
 

Operating revenues:

         

Rental revenues

  $ 243,008      $ 163,407      $ (216   (L)   $ 406,199   

Other property revenues

    21,029        36,451            57,480   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total property revenues

    264,037        199,858        (216 )         463,679   

Management fee income

    319        304            623   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating revenues

    264,356        200,162        (216 )         464,302   

Property operating expenses

         

Personnel

    29,027        19,154            48,181   

Building repairs and maintenance

    7,147        8,906            16,053   

Real estate taxes and insurance

    31,720        24,938            56,658   

Utilities

    13,677        16,142            29,819   

Landscaping

    5,819        4,038            9,857   

Other operating

    17,759        5,695            23,454   

Depreciation and amortization

    65,406        62,653        5,947      (M)     134,006   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total property operating expenses

    170,555        141,526        5,947          318,028   

Acquisition expense

    499        8            507   

Property management expenses

    10,777        9,311            20,088   

General and administrative expenses

    6,628        9,306        (N)     15,934   

Merger related expenses

    5,737        1,705            7,442   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income from continuing operations before non-operating items

    70,160        38,306        (6,163       102,303   

Interest and other non-property income

    70        930            1,000   

Interest expense

    (30,906     (43,194     8,091      (O)     (66,009

Loss on debt extinguishment/modification

    (169     —              (169

Amortization of deferred financing costs

    (1,607     (2,759     2,759      (P)     (1,607

Impairment, legal contingencies, and other losses

    —          (1,002         (1,002

Net casualty gain after insurance and other settlement proceeds

    455        25            480   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) from continuing operations before gain from real estate joint ventures

    38,003        (7,694     4,687          34,996   

Gain from real estate joint ventures

    101        2,998        45      (Q)     3,144   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) from continuing operations

    38,104        (4,696     4,732          38,140   

Net income from continuing operations attributable to noncontrolling interests

    1,409        154        515      (R)     2,078   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss) from continuing operations available for MAA common shareholders

  $ 36,695      $ (4,850   $ 4,217        $ 36,062   
 

 

 

   

 

 

   

 

 

     

 

 

 

Weighted average common shares outstanding - basic

    42,523        87,958        (S)     74,391   

Weighted average common shares outstanding - diluted

    44,294        87,958        (S)     79,083   

Net income (loss) from continuing operations per share attributable to common shares - basic

  $ 0.86      $ (0.06     (S)   $ 0.48   

Net income (loss) from continuing operations per share attributable to common shares - diluted

  $ 0.86      $ (0.06     (S)   $ 0.48   


Mid-America Apartment Communities, Inc.

Pro Forma Condensed Consolidated Statement of Operations

Year ended December 31, 2012

(Unaudited)

(Dollars in thousands, except per share data)

 

     MAA
Historical
    Colonial
Historical (A)
    Pro Forma
Adjustments
         MAA Pro
Forma
 

Operating revenues:

           

Rental revenues

   $ 456,202      $ 304,364      $ (433   (T)    $ 760,133   

Other property revenues

     40,064        58,787             98,851   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total property revenues

     496,266        363,151        (433 )          858,984   

Management fee income

     899        5,696             6,595   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total operating revenues

     497,165        368,847        (433 )          865,579   

Property operating expenses

           

Personnel

     57,190        35,796             92,986   

Building repairs and maintenance

     15,957        18,228             34,185   

Real estate taxes and insurance

     56,907        41,742             98,649   

Utilities

     27,248        31,878             59,126   

Landscaping

     11,163        7,436             18,599   

Other operating

     34,861        17,460             52,321   

Depreciation and amortization

     126,136        117,004        88,805      (U)      331,945   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total property operating expenses

     329,462        269,544        88,805           687,811   

Acquisition expense

     1,581        1,285             2,866   

Property management expenses

     22,084        12,858             34,942   

General and administrative expenses

     13,762        22,615        (V)      36,377   
  

 

 

   

 

 

   

 

 

      

 

 

 

Income from continuing operations before non-operating items

     130,276        62,545        (89,238        103,583   

Interest and other non-property income

     430        2,468             2,898   

Interest expense

     (58,751     (92,085     15,395      (W)      (135,441

Loss on debt extinguishment/modification

     (654     —               (654

Amortization of deferred financing costs

     (3,552     (5,697     5,697      (X)      (3,552

Impairment, legal contingencies, and other losses

     —          (22,762          (22,762

Net casualty loss after insurance and other settlement proceeds

     (6     —               (6

Gain (loss) on sale of non-depreciable assets

     45        (4,306          (4,261
  

 

 

   

 

 

   

 

 

      

 

 

 

Income (loss) from continuing operations before (loss) gain from real estate joint ventures

     67,788        (59,837     (68,146        (60,195

(Loss) gain from real estate joint ventures

     (223     31,862        90      (Y)      31,729   
  

 

 

   

 

 

   

 

 

      

 

 

 

Income (loss) from continuing operations

     67,565        (27,975     (68,056        (28,466

Net income (loss) from continuing operations attributable to noncontrolling interests

     2,744        (2,065     (2,313   (Z)      (1,634
  

 

 

   

 

 

   

 

 

      

 

 

 

Net income (loss) from continuing operations available for MAA common shareholders

   $ 64,821      $ (25,910   $ (65,743      $ (26,832
  

 

 

   

 

 

   

 

 

      

 

 

 

Weighted average common shares outstanding - basic

     41,039        87,251        (AA)      72,450   

Weighted average common shares outstanding - diluted

     42,937        87,251        (AA)      72,450   

Net income (loss) from continuing operations per share attributable to common shares - basic

   $ 1.58      $ (0.30     (AA)    $ (0.37

Net income (loss) from continuing operations per share attributable to common shares - diluted

   $ 1.57      $ (0.30     (AA)    $ (0.37


Notes to unaudited pro forma consolidated financial statements

Note 1:

Overview

For purposes of the unaudited pro forma consolidated financial statements (the “pro forma financial statements”), we have assumed a total purchase price for the Parent Merger of approximately $2.2 billion, which consists of shares of MAA common stock issued to Colonial shareholders and New MAA LP Units issued in exchange for Colonial OP Units. Under the terms of the merger agreement, the transaction is currently valued at $22.52 per Colonial share/Colonial OP Unit, based on the opening price of MAA’s common stock on October 1, 2013, the closing date of the Parent Merger. Each issued and outstanding share of Colonial common stock received 0.36 of a share of MAA common stock totaling a maximum aggregate number of shares of MAA common stock of approximately 32 million shares. In addition to the shares of MAA common stock, the transaction also resulted in approximately 2.6 million additional New MAA LP Units from the conversion of Colonial OP Units into New MAA LP Units using the 0.36 conversion rate noted above. We estimate that the MAA stock price represents the fair value of the new MAA OP units.

The pro forma financial statements have been prepared assuming the Parent Merger is accounted for using the acquisition method of accounting under U.S. GAAP (which we refer to as “acquisition accounting”) with MAA as the acquiring entity. Accordingly, under acquisition accounting, the total estimated purchase price is allocated to the acquired net tangible and identifiable intangible assets and liabilities assumed of Colonial based on their respective fair values, as further described below.

To the extent identified, certain reclassifications have been reflected in the pro forma adjustments to conform Colonial’s financial statement presentation to that of MAA, as described in Note 2. However, the unaudited pro forma financial statements may not reflect all adjustments necessary to conform the accounting policies of Colonial to those of MAA due to limitations on the availability of information as of the date of this filing.

The pro forma adjustments represent MAA management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements, cost savings from operating efficiencies or synergies, or asset dispositions. Also, the pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs that are not expected to have a continuing impact. Further, one-time transaction-related expenses incurred prior to, or concurrent with, closing the Parent Merger are not included in the pro forma statements of operations.


The pro forma statements of operations for the year ended December 31, 2012 and for the six months ended June 30, 2013 combine the historical consolidated statements of operations of MAA and Colonial, giving effect to the Parent Merger as if it had been consummated on January 1, 2012, the beginning of the earliest period presented. The pro forma balance sheet combines the historical consolidated balance sheet of MAA and the historical consolidated balance sheet of Colonial as of June 30, 2013, giving effect to the Parent Merger as if it had been consummated on June 30, 2013.

The Parent Merger was completed on October 1, 2013.

Purchase Price

The total purchase price of approximately $2.2 billion was determined based on the number of Colonial shares of common stock and Colonial OP Units outstanding, as of October 1, 2013. In all cases in which MAA’s stock price was a determining factor in arriving at final consideration for the Parent Merger, the stock price used to determine the purchase price is the opening price of MAA’s common stock on October 1, 2013 ($62.56 per share) the closing date of the Parent Merger.

The purchase price described above has been allocated to Colonial’s tangible and intangible assets acquired and liabilities assumed for purposes of these pro forma financial statements, based on their estimated relative fair values assuming the Parent Merger was completed on the pro forma balance sheet date presented. The final allocation will be based upon valuations and other analyses for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing pro forma financial statements. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of Colonial’s tangible assets and liabilities, including fixed assets and identifiable intangible assets and liabilities. As a result, the final acquisition accounting adjustments, including those resulting from conforming Colonial’s accounting policies to those of MAA, could differ materially from the pro forma adjustments presented herein. The purchase price was allocated as follows, based on Colonial’s historical unaudited consolidated Balance Sheet as of June 30, 2013 (in thousands):


Asset/Liability

   Book Value     Fair Value
Adjustment
    Total Value  

Real estate assets, net

   $ 2,893,755      $ 851,439      $ 3,745,194   

Lease intangible assets

     378        99,718        100,096   

Cash and cash equivalents

     20,944        —          20,944   

Deferred costs, assets held for sale and other assets, excluding lease intangible assets

     167,917        (9,025     158,892   

Notes payable

     (1,647,327     (96,402     (1,743,729

Fair market value of interest rate swaps

     (14,301     —          (14,301

Accounts payable, accrued expenses, and other liabilities

     (105,255     —          (105,255
      

 

 

 

Total Preliminary Purchase Price

       $ 2,161,841   

Note 2:

 

  (A) The Colonial historical amounts include the reclassifications of certain balances in order to conform to MAA presentation as noted below:

Balance Sheet

 

    The components of fixed assets were combined in Land, buildings, and equipment. These balances have been reclassified into the separate components titled Land, Buildings and improvements, Furniture, fixtures and equipment, Land held for future development, and Commercial properties, net.

 

    The carrying value of hedging instruments was classified as a component of Other liabilities. This balance has been reclassified into Fair market value of interest rate swaps.

Statement of Operations

 

    The components of property operating expense were combined into the line item titled Property operating expense. These balances have been reclassified into separate components titled Personnel, Building repairs and maintenance, Utilities, Landscaping, and Other operating expenses.

 

    The expenses that make up the balance on the line titled Impairment, legal contingencies, and other losses were included as a component of Operating income. These expenses have been reclassified to Non-operating income.

 

    Colonial’s historical Statement of Operations for the year ended December 31, 2012 was retrospectively adjusted to reclassify the results of operations for certain disposed properties from continuing operations to discontinued operations. The recasted Statement of Operations was filed by Colonial on Form 8-K on August 21, 2013.


Certain MAA historical balances were also reclassified in order to present in the form that the combined company will present as noted below:

Balance Sheet

 

    A component of Other assets has been reclassified into a separate component, reclassifying $13.9 million to Accounts receivable.

Balance Sheet Adjustments

 

  (B) The real estate assets of Colonial have been adjusted to their estimated fair values as of June 30, 2013. A third party service provider was used to estimate the fair value generally by applying a capitalization rate to estimated net operating income, using recent third party appraisals, or other available market data. The preliminary estimated purchase price allocation was performed using the opening stock price of MAA on October 1, 2013.

 

  (C) Colonial’s historical accumulated depreciation is eliminated since the assets were presented at estimated fair value.

 

  (D) Colonial’s investments in real estate joint ventures have been adjusted to their estimated fair value as of June 30, 2013, using valuation techniques similar to those used to estimate the fair value of wholly-owned assets as discussed in (B) above. A fair market value of debt adjustment for debt held by the joint ventures is included. Fair value was estimated based on contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities.

 

  (E) Colonial’s historical deferred financing costs of $11.6 million, net, are eliminated.

 

  (F) Other assets adjustment includes $97.5 million for acquisition of acquired in place leases, primarily related to commercial properties, $2.2 million for leases that have above market rents, and $5.5 million for the elimination of Colonial straight line rent receivable. The estimated fair value of in place leases was calculated based upon the best estimate of the costs to obtain tenants, primarily leasing commissions, in each applicable market. An asset or liability is recognized for acquired leases with favorable or unfavorable rents based on our best estimates of current rents in each market.

 

  (G) Colonial’s assets held for sale are adjusted to reflect the assets at their estimated fair values less costs to sell.

 

  (H) The debt balances of Colonial have been adjusted to reflect the estimated fair value at June 30, 2013. Fair value was estimated based on contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities. Fair value also includes transfer fees paid to assume the debt.


  (I) Adjustment represents estimated transaction costs paid by MAA and Colonial prior to or concurrent with the closing of the Parent Merger of approximately $25.6 million, consisting primarily of fees for investment bankers, legal, accounting, tax, and certain filings to be paid to third parties based on actual expenses incurred to date and each party’s best estimate of its remaining fees as provided to MAA and Colonial. The adjustment does not include costs related to equity or debt financing and severance plans.

 

  (J) Adjustment represents the elimination of all historical Colonial balances and the issuance of MAA common stock in the Parent Merger using a value of $62.56 per share as of October 1, 2013.

 

  (K) The adjustment to noncontrolling interest represents the allocation of equity to the limited partnership unitholders based on the estimated fair value assumptions above.

Statement of Operations Adjustments – June 30, 2013

 

  (L) Rental revenue is adjusted to reflect the amortization of the above/below market lease intangible. This resulted in a decrease of $0.2 million due to the above market lease intangible asset.

 

  (M) Depreciation and amortization is adjusted to remove $62.7 million of historical depreciation and amortization expense and to recognize $65.7 million of depreciation due to the fair value adjustment of the real estate assets and $2.9 million from the intangible assets recognized at estimated fair value. This depreciation and amortization adjustment is computed on a straight-line basis over the estimated useful lives of the related assets, which range from 30 years for land improvements and buildings, 5 years for furniture, fixtures, and equipment, 5 years amortization for acquired retail leases, and 6 months amortization for acquired residential leases, all of which are subjective determinations.

 

  (N) We expect the Parent Merger to create general and administrative cost efficiencies but there can be no assurance that such efficiencies will be achieved. Since these cost efficiencies are not factually supportable, we have not included any estimate of projected cost savings.

 

  (O) Interest expense is reduced by $8.1 million as the result of the amortization of the fair market value of debt adjustment as discussed in (H) above.

 

  (P) Amortization of deferred financing cost is adjusted to remove $2.8 million of historical amortization.

 

  (Q) Gain from real estate joint ventures is increased by $45 thousand as the result of the amortization of the fair market value of debt adjustment as discussed in (D) above for debt held by joint ventures.

 

  (R) The adjustment to noncontrolling interest was made to reflect the limited partnership unitholders’ combined ownership percentage of 5.45% in the consolidated results of the combined company.

 

  (S) The calculation of basic and diluted income from continuing operations per common share was as follows:


     Six Months Ended June 30, 2013  

Dollars in thousands, except per share data

   MAA
Historical
     Colonial
Historical
    MAA Pro
Forma
 

Adjusted income (loss) from continuing operations attributable to common shares, basic

   $ 36,661       $ (5,087   $ 36,062   

Adjusted income (loss) from continuing operations attributable to common shares, diluted

   $ 38,104       $ (5,087 )*    $ 38,140   

Weighted average common shares outstanding, basic

     42,523         87,958        74,391   

Weighted average common shares outstanding, diluted

     44,294         87,958     79,083 ** 

Net income (loss) from continuing operations per common share, basic

   $ 0.86       $ (0.06   $ 0.48   

Net income (loss) from continuing operations per common share, diluted

   $ 0.86       $ (0.06   $ 0.48   

Note: The pro forma weighted average common shares assumes that the Colonial weighted average common shares were converted to shares of MAA using an exchange ratio of 0.36 of a share of MAA common stock for every Colonial common share.

 

* Colonial did not report any dilutive shares in its historical financial statements because there was a reported loss from continuing operations. Also, no adjustment was made to income (loss) from continuing operations for potentially dilutive noncontrolling interest.
** Assumes that since the combined corporation has income from continuing operations, dilutive shares from Colonial, converted to shares of MAA common stock using the 0.36 exchange ratio, will be included.


Statement of Operations Adjustments – December 31, 2012

 

  (T) Rental revenue is adjusted to reflect the amortization of the above/below market lease intangible. This resulted in an additional decrease of $0.4 million due to the above market lease intangible asset.

 

  (U) Depreciation and amortization is adjusted to remove $117 million of historical depreciation and amortization expense and to recognize $131.3 million of depreciation due to the fair value adjustment of the real estate assets and $74.5 million from the intangible assets recognized at estimated fair value. This depreciation and amortization adjustment is computed on a straight-line basis over the estimated useful lives of the related assets, which range from 30 years for land improvements and buildings, 5 years for furniture, fixtures, and equipment, 5 years amortization for acquired retail leases, and 6 months amortization for acquired residential leases, all of which are subjective determinations.

 

  (V) We expect the Parent Merger to create general and administrative cost efficiencies but there can be no assurance that such efficiencies will be achieved. Since these cost efficiencies are not factually supportable, we have not included any estimate of projected cost savings.

 

  (W) Interest expense is reduced by $15.4 million as the result of the amortization of the fair market value of debt adjustment as discussed in (H) above.

 

  (X) Amortization of deferred financing cost is adjusted to remove $5.7 million of historical amortization.

 

  (Y) Gain from real estate joint ventures is increased by $0.1 million as the result of the amortization of the fair market value of debt adjustment as discussed in (D) above for debt held by joint ventures.

 

  (Z) The adjustment to noncontrolling interest was made to reflect the limited partnership unitholders’ combined ownership percentage of 5.74% in the consolidated results of the combined company.

 

  (AA) The calculation of basic and diluted income from continuing operations per common share was as follows:


     Year Ended December 31, 2012  

Dollars in thousands, except per share data

   MAA
Historical
     Colonial
Historical
    MAA Pro
Forma
 

Adjusted income (loss) from continuing operations attributable to common shares, basic

   $ 64,761       $ (26,439   $ (26,832

Adjusted income (loss) from continuing operations attributable to common shares, diluted

   $ 67,565       $ (26,439 )*    $ (26,832

Weighted average common shares outstanding, basic

     41,039         87,251        72,450   

Weighted average common shares outstanding, diluted

     42,937         87,251     72,450 ** 

Net income (loss) from continuing operations per common share, basic

   $ 1.58       $ (0.30   $ (0.37

Net income (loss) from continuing operations per common share, diluted

   $ 1.57       $ (0.30   $ (0.37

Note: The pro forma weighted average common shares assumes that the Colonial weighted average shares were converted to MAA common stock using an exchange ratio of 0.36 of a share of MAA for every Colonial common share.

 

* Colonial did not report any dilutive shares in its historical financial statements because there was a reported loss from continuing operations. Also, no adjustment was made to income (loss) from continuing operations for potentially dilutive noncontrolling interest.
** Assumes that since the combined corporation does not have income from continuing operations, on a pro forma basis, dilutive shares from MAA or Colonial will not be included, with the Colonial common shares being converted to shares of MAA common stock using the 0.36 exchange ratio. Also, no adjustment was made to income (loss) from continuing operations for potentially dilutive noncontrolling interest.