EX-99.5 13 d604528dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Mid-America Apartments, L.P.

Unaudited Pro Forma Consolidated Financial Statements

Introduction

On October 1, 2013, Martha Merger Sub, LP, or OP Merger Sub, a wholly owned indirect subsidiary of Mid-America Apartments, L.P., or MAA LP, merged with and into Colonial Realty Limited Partnership, or Colonial LP, with Colonial LP being the surviving entity of the merger and becoming a wholly owned indirect subsidiary of MAA LP, which is referred to as the partnership merger. The partnership merger was part of the transactions contemplated by the agreement and plan of merger entered into on June 3, 2013 between Mid-America Apartment Communities, Inc., or MAA, the general partner of MAA LP, MAA LP, OP Merger Sub, Colonial Properties Trust, or Colonial, the general partner of Colonial LP, and Colonial LP pursuant to which MAA and Colonial combined through a merger of Colonial with and into MAA, with MAA surviving the merger, which is referred to as the parent merger.

In the partnership merger, each limited partner interest in Colonial LP designated as a “Class A Unit” and a “Partnership Unit” under the limited partnership agreement of Colonial LP, which we refer to in this filing as Colonial LP units, issued and outstanding immediately prior to the effectiveness of the partnership merger (other than general partner interests owned by Colonial) was converted automatically into common units in MAA LP, which we refer to in this filing as MAA LP units, in an amount equal to 1 multiplied by the 0.36 exchange ratio, and each holder of MAA LP units issued in the partnership merger was admitted as a limited partner of MAA LP in accordance with the terms of the amended and restated MAA LP limited partnership agreement. The transactions contemplated by the merger agreement, including the partnership merger and the parent merger, closed on October 1, 2013. Prior to the effective time of the partnership merger, MAA contributed all of its assets and liabilities, with the exception of its ownership interest in MAA LP and certain bank accounts, to MAA LP, and as a result, MAA LP is structured as a traditional umbrella partnership REIT, or UPREIT. The unaudited pro forma consolidated financial statements have not been adjusted for this contribution as it was not directly attributable to the partnership merger. Following the partnership merger, MAA LP continues to be a majority-owned subsidiary of Mid-America Apartment Communities, Inc.

The following unaudited pro forma consolidated financial statements are based on MAA LP’s historical consolidated financial statements and Colonial LP’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 partnership merger. 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 partnership 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 partnership merger as if it had occurred on June 30, 2013. The historical consolidated financial statements of Colonial LP have been adjusted to reflect certain reclassifications in order to conform to MAA LP’s financial statement presentation.


The unaudited pro forma consolidated financial statements were prepared using the acquisition method of accounting with MAA LP considered the acquirer of Colonial LP. Under the acquisition method of accounting, the purchase price is allocated to the underlying Colonial LP 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 LP’s assets acquired and liabilities assumed has not been finalized, is subject to change, and could vary materially. Moreover, MAA LP has not yet identified all adjustments necessary to conform Colonial LP’s accounting policies to MAA LP’s accounting policies. A final determination of the fair value of Colonial LP’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 LP that existed as of the closing date of the partnership merger and, therefore, cannot be made at this time. In addition, the value of the consideration paid by MAA LP upon the consummation of the partnership merger was determined based on the opening price of MAA’s common stock on the closing date of the partnership merger of $62.56, which we also estimate to be the fair value of the MAA LP units issued in the partnership merger. Because Colonial LP holds substantially all of the assets, liabilities, and activities of Colonial, the value of the MAA LP and Colonial LP merger was determined based on the opening price of MAA’s common stock on October 1, 2013 of $62.56. 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 LP estimated the fair value of Colonial LP’s assets and liabilities based on discussions with Colonial LP’s management, preliminary valuation studies, due diligence and information presented in Colonial LP’s public filings. Until the partnership 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 partnership merger, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations of MAA LP following the partnership 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 MAA LP following the partnership merger 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 partnership 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 partnership merger. The projected operating synergies are expected to include approximately $25 million in combined annual cost savings. 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 partnership 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 partnership merger. However, such costs could affect MAA LP following the partnership 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 MAA LP following the partnership 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 LP as of and for the year ended December 31, 2012 included in MAA’s Form 8-K dated March 22, 2013, and the historical unaudited consolidated financial statements as of and for the six months ended June 30, 2013, included in MAA’s Form 8-K dated August 2, 2013;


    the historical audited consolidated financial statements of Colonial LP as of and for the year ended December 31, 2012, included in Colonial LP’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 LP’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 LP and Colonial LP contained in this filing.


Mid-America Apartments, L.P.

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited)

(Dollars in thousands)

 

     MAA LP
Historical (A)
    CRLP
Historical (A)
    Pro Forma
Adjustments
         MAA LP
Pro Forma
 

Assets:

           

Real estate assets:

           

Land

   $ 370,589      $ 412,387      $ 81,964      (B)    $ 864,940   

Buildings and improvements

     2,942,211        2,653,469        160,594      (B)      5,756,274   

Furniture, fixtures and equipment

     87,429        187,345        (11,939   (B)      262,835   

Development and capital improvements in progress

     47,020        91,235        (12,065   (B)      126,190   
  

 

 

   

 

 

   

 

 

      

 

 

 
     3,447,249        3,344,436        218,554           7,010,239   

Less accumulated depreciation

     (927,829     (762,463     762,463      (C)      (927,829
  

 

 

   

 

 

   

 

 

      

 

 

 
     2,519,420        2,581,973        981,017           6,082,410   

Land held for future development

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

Commercial properties, net

     7,873        108,992        (31,210   (B)      85,655   

Investments in real estate joint ventures

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

 

 

   

 

 

   

 

 

      

 

 

 

Real estate assets, net

     2,535,921        2,893,754        851,439           6,281,114   

Cash and cash equivalents

     8,743        20,944             29,687   

Restricted cash

     12,989        10,212             23,201   

Deferred financing costs, net

     12,041        11,587        (11,587   (E)      12,041   

Accounts Receivable

     13,392        24,760             38,152   

Notes Receivable

     —          41,962             41,962   

Other assets

     27,647        38,561        94,206      (F)      160,414   

Goodwill

     4,106        —               4,106   

Real estate assets held for sale, net

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

 

 

   

 

 

   

 

 

      

 

 

 

Total assets

   $ 2,620,720      $ 3,083,059      $ 942,133         $ 6,645,912   
  

 

 

   

 

 

   

 

 

      

 

 

 

Liabilities and Capital:

           

Liabilities:

           

Secured notes payable

   $ 1,086,442      $ 690,284      $ 76,023      (H)    $ 1,852,749   

Unsecured notes payable

     585,000        957,042        20,379      (H)      1,562,421   

Accounts payable

     9,436        32,454             41,890   

Fair market value of interest rate swaps

     11,907        14,301             26,208   

Accrued Expenses

     40,218        56,331        25,608      (I)      122,157   

Other liabilities

     49,244        14,084             63,328   

Security deposits

     6,453        2,453             8,906   

Due to General Partner

     46,265        —               46,265   

Liabilities associated with assets held for sale

     148               148   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities

     1,835,113        1,766,949        122,010           3,724,072   

Redeemable Units

     5,521        179,576        (179,576        5,521   

Capital

           

General Partner

     739,745        1,150,445        858,763      (J)      2,748,953   

Limited Partners

     31,705        182        126,843      (J)      158,730   

Accumulated other comprehensive losses

     (6,500     (14,093     14,093      (J)      (6,500
  

 

 

   

 

 

   

 

 

      

 

 

 

Total partners’ capital

     764,950        1,136,534        999,699           2,901,183   

Noncontrolling interest

     15,136        —          —         (K)      15,136   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total capital

     780,086        1,136,534        999,699           2,916,319   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities and capital

   $ 2,620,720      $ 3,083,059      $ 942,133         $ 6,645,912   
  

 

 

   

 

 

   

 

 

      

 

 

 


Mid-America Apartments, L.P.

Pro Forma Condensed Consolidated Statement of Operations

Six months ended June 30, 2013

(Unaudited)

(Dollars in thousands, except per unit data)

 

     MAA LP
Historical
    CRLP
Historical (A)
    Pro Forma
Adjustments
         MAA LP
Pro Forma
 

Operating revenues:

           

Rental revenues

   $ 219,373      $ 163,407      $ (216   (L)    $ 382,564   

Other property revenues

     19,139        36,451             55,590   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total property revenues

     238,512        199,858        (216        438,154   

Management fee income

     319        304             623   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total operating revenues

     238,831        200,162        (216        438,777   

Property operating expenses

           

Personnel

     25,987        19,154             45,141   

Building repairs and maintenance

     6,414        8,906             15,320   

Real estate taxes and insurance

     29,189        24,938             54,127   

Utilities

     12,290        16,142             28,432   

Landscaping

     5,214        4,038             9,252   

Other operating

     15,988        5,695             21,683   

Depreciation and amortization

     59,506        62,653        5,947      (M)      128,106   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total property operating expenses

     154,588        141,526        5,947           302,061   

Acquisition expense

     499        8             507   

Property management expenses

     9,060        9,311             18,371   

General and administrative expenses

     5,300        9,306        (N)      14,606   

Merger related expenses

     5,737        1,705             7,442   
  

 

 

   

 

 

   

 

 

      

 

 

 

Income from continuing operations before non-operating items

     63,647        38,306        (6,163        95,790   

Interest and other non-property income

     13        930             943   

Interest expense

     (28,190     (43,194     8,091      (O)      (63,293

Loss on debt extinguishment/modification

     (62     —               (62

Amortization of deferred financing costs

     (1,528     (2,759     2,759      (P)      (1,528

Impairment, legal contingencies, and other losses

     —          (1,002          (1,002

Net casualty gain after insurance and other settlement proceeds

     454        25             479   
  

 

 

   

 

 

   

 

 

      

 

 

 

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

     34,334        (7,694     4,687           31,327   

Gain from real estate joint ventures

     102        2,998        45      (Q)      3,145   
  

 

 

   

 

 

   

 

 

      

 

 

 

Income (loss) from continuing operations

     34,436        (4,696     4,732           34,472   

Net income from continuing operations attributable to noncontrolling interests

     162        545             707   
  

 

 

   

 

 

   

 

 

      

 

 

 

Net income (loss) from continuing operations available for common unitholders

   $ 34,274      $ (5,241   $ 4,732         $ 33,765   
  

 

 

   

 

 

   

 

 

      

 

 

 

Weighted average common units outstanding - basic

     41,679        95,110        (R)      75,919   

Weighted average common units outstanding - diluted

     41,679        95,110        (R)      76,325   

Net income (loss) from continuing operations per unit attributable to common unitholders - basic

   $ 0.82      $ (0.06     (R)    $ 0.44   

Net income (loss) from continuing operations per unit attributable to common unitholders - diluted

   $ 0.82      $ (0.06     (R)    $ 0.44   


Mid-America Apartments, L.P.

Pro Forma Condensed Consolidated Statement of Operations

Year ended December 31, 2012

(Unaudited)

(Dollars in thousands, except per unit data)

 

     MAA LP
Historical
    CRLP
Historical (A)
    Pro Forma
Adjustments
        MAA LP
Pro Forma
 

Operating revenues:

          

Rental revenues

   $ 409,263      $ 304,364      $ (433   (S)   $ 713,194   

Other property revenues

     36,387        58,771            95,158   
  

 

 

   

 

 

   

 

 

     

 

 

 

Total property revenues

     445,650        363,135        (433 )         808,352   

Management fee income

     899        5,712            6,611   
  

 

 

   

 

 

   

 

 

     

 

 

 

Total operating revenues

     446,549        368,847        (433 )         814,963   

Property operating expenses

          

Personnel

     50,999        35,796            86,795   

Building repairs and maintenance

     14,242        18,228            32,470   

Real estate taxes and insurance

     52,075        41,742            93,817   

Utilities

     24,407        31,878            56,285   

Landscaping

     9,941        7,436            17,377   

Other operating

     31,394        17,461            48,855   

Depreciation and amortization

     114,139        117,004        88,805      (T)     319,948   
  

 

 

   

 

 

   

 

 

     

 

 

 

Total property operating expenses

     297,197        269,545        88,805          655,547   

Acquisition expense

     2,236        1,285            3,521   

Property management expenses

     19,761        12,858            32,619   

General and administrative expenses

     11,479        22,615        (U)     34,094   
  

 

 

   

 

 

   

 

 

     

 

 

 

Income from continuing operations before non-operating items

     115,876        62,544        (89,238       89,182   

Interest and other non-property income

     318        2,468            2,786   

Interest expense

     (52,249     (92,085     15,395      (V)     (128,939

Loss on debt extinguishment/modification

     (654     —              (654

Amortization of deferred financing costs

     (3,097     (5,697     5,697      (W)     (3,097

Impairment, legal contingencies, and other losses

     —          (22,762         (22,762

Net casualty loss after insurance and other settlement proceeds

     (13     —              (13

Gain (loss) on sale of non-depreciable assets

     45        (4,305         (4,260
  

 

 

   

 

 

   

 

 

     

 

 

 

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

     60,226        (59,837     (68,146       (67,757

(Loss) gain from real estate joint ventures

     (223     27,717        90      (X)     27,584   
  

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) from continuing operations

     60,003        (32,120     (68,056       (40,173

Net income from continuing operations attributable to noncontrolling interests

     2,068        43            2,111   
  

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss) from continuing operations available for common unitholders

   $ 57,935      $ (32,163   $ (68,056     $ (42,284
  

 

 

   

 

 

   

 

 

     

 

 

 

Weighted average common units outstanding - basic

     40,412        94,410        (Y)     74,361   

Weighted average common units outstanding - diluted

     40,412        94,410        (Y)     74,361   

Net income (loss) from continuing operations per unit attributable to common unitholders - basic

   $ 1.43      $ (0.34     (Y)   $ (0.57

Net income (loss) from continuing operations per unit attributable to common unitholders - diluted

   $ 1.43      $ (0.34     (Y)   $ (0.57


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 and the partnership merger of approximately $2.2 billion, which consists of shares of MAA common stock issued in exchange for Colonial common shares and MAA LP units issued in exchange for Colonial LP units. Under the terms of the merger agreement, the transaction is valued at $22.52 per Colonial share/Colonial LP unit, based on the opening price of MAA’s common stock on October 1, 2013, the closing date of the partnership 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 32.0 million shares. In addition to the shares of MAA common stock, the transaction also resulted in approximately 2.6 million additional MAA LP units from the conversion of Colonial LP units into new MAA LP units using the 0.36 exchange ratio noted above.

The pro forma financial statements have been prepared assuming the partnership merger is accounted for using the acquisition method of accounting under U.S. GAAP (which we refer to as “acquisition accounting”) with MAA LP as the acquiring entity. Accordingly, under acquisition accounting, the total purchase price is allocated to the acquired net tangible and identifiable intangible assets and liabilities assumed of Colonial LP 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 LP’s financial statement presentation to that of MAA LP, 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 LP to those of MAA LP 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, including the contribution of certain properties by MAA to MAA LP prior to the partnership merger, 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 partnership 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 LP and Colonial LP, giving effect to the partnership 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 LP and the historical consolidated balance sheet of Colonial LP as of June 30, 2013, giving effect to the partnership merger as if it had been consummated on June 30, 2013.

The partnership 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 common shares and Colonial LP units outstanding, as of October 1, 2013. For purposes of the pro forma financial statements, such common shares and Colonial LP units were assumed to have remained outstanding as of the closing date of the partnership merger. In all cases in which MAA’s stock price is a determining factor in arriving at final consideration for the partnership merger, the stock price used to determine the purchase price was the opening price of MAA’s common stock on October 1, 2013 ($62.56 per share), the closing date of the partnership merger. Because Colonial LP holds substantially all of the assets, liabilities, and activities of Colonial, the value of $2.2 billion assigned to Colonial, as discussed above, has also been assigned to Colonial LP for the merger of MAA LP and Colonial LP.

The purchase price described above has been allocated to Colonial LP’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 partnership 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 LP’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 LP’s accounting policies to those of MAA LP, could differ materially from the pro forma adjustments presented herein.


The purchase price was allocated as follows, based on Colonial LP’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

   $ 2,893,754      $ 851,439      $ 3,745,193   

Lease intangible assets

     378        99,718        100,096   

Cash and cash equivalents

     20,944        —          20,944   

Deferred costs and other assets

     167,983        (9,024     158,959   

Notes payable

     (1,647,326     (96,402     (1,743,728

Fair market value of interest rate swaps

     (14,301     —          (14,301

Accounts payable, accrued expenses, and other liabilities

     (105,322     —          (105,322
      

 

 

 

Total Preliminary Purchase Price

       $ 2,161,841   

Note 2:

 

  (A) The Colonial LP historical amounts include the reclassifications of certain balances in order to conform to the MAA LP 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.


    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 LP’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 LP on Form 8-K on August 21, 2013.

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

Balance Sheet

 

    A component of Other assets has been reclassified into a separate component, reclassifying $13.4 million to Accounts receivable.

Balance Sheet Adjustments

 

  (B) The real estate assets of Colonial LP 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 LP’s historical accumulated depreciation is eliminated since the assets were presented at estimated fair value.

 

  (D) Colonial LP’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. Also, a fair 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 LP’s historical deferred financing costs, $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 LP 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 MAA LP’s best estimates of current rents in each market.


  (G) Colonial LP’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 LP have been adjusted to reflect the estimated fair values 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.

 

  (I) Adjustment represents estimated transaction costs paid by MAA LP and Colonial LP prior to or concurrent with the closing of the partnership 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 LP and Colonial LP. The adjustment does not include costs related to equity or debt financing and severance plans.

 

  (J) Adjustment represents the elimination of all historical Colonial LP capital balances and the issuance of MAA LP units in the partnership merger using a value of $62.56 per MAA share as of October 1, 2013.

 

  (K) The adjustment to noncontrolling interest represents the allocation of capital to the noncontrolling interest holders 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 an additional decrease of $0.2 million due to the above market 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) MAA LP and Colonial LP expect the partnership 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, the unaudited pro forma consolidated financial statements do not include 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. 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.


  (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 calculation of basic and diluted income from continuing operations per common unit was as follows:

 

     Six Months Ended June 30, 2013  

Dollars in thousands, except per unit data

   MAA LP
Historical
     Colonial LP
Historical
    MAA LP
Pro Forma
 

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

   $ 34,436       $ (5,478   $ 33,765   

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

   $ 34,274       $ (5,478 )*    $ 33,944   

Weighted average common units outstanding, basic

     41,679         95,110        75,919   

Weighted average common units outstanding, diluted

     41,679         95,110     76,325 ** 

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

   $ 0.82       $ (0.06   $ 0.44   

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

   $ 0.82       $ (0.06   $ 0.44   

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

 

* Colonial LP did not report any dilutive securities 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 MAA LP has income from continuing operations on a pro forma basis, dilutive securities from MAA LP and Colonial LP, converted to new MAA LP units using the 0.36 exchange ratio, will be included.


Statement of Operations Adjustments – December 31, 2012

 

  (S) 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 asset.

 

  (T) Depreciation and amortization is adjusted to remove $117.0 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.

 

  (U) MAA LP and Colonial LP expect the partnership 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, the unaudited pro forma consolidated financial statements do not include any estimate of projected cost savings.

 

  (V) Interest expense is reduced by $15.4 million as the result of the amortization of the fair market value of debt adjustment. 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.

 

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

 

  (X) 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.

 

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


     Year Ended December 31, 2012  

Dollars in thousands, except per unit data

   MAA LP
Historical
     Colonial LP
Historical
    MAA LP
Pro Forma
 

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

   $ 57,935       $ (32,692 )*    $ (42,284

Weighted average common units outstanding, basic and diluted

     40,412         94,410     74,361 ** 

Net income (loss) from continuing operations per common unit, basic and diluted

   $ 1.43       $ (0.34   $ (0.57

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

 

* Colonial LP did not report any dilutive securities 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 MAA LP does not have income from continuing operations on a pro forma basis, dilutive securities from MAA LP or Colonial LP will not be included.