UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission File Number:
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Mid-America Apartment Communities, Inc. |
No ☐ |
|
Mid-America Apartments, L.P. |
No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Mid-America Apartment Communities, Inc. |
No ☐ |
|
Mid-America Apartments, L.P. |
No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Mid-America Apartment Communities, Inc. |
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Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
Mid-America Apartments, L.P. |
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Large accelerated filer ☐ |
Accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Mid-America Apartment Communities, Inc. ☐ |
Mid-America Apartments, L.P. ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Mid-America Apartment Communities, Inc. |
Yes ☐ |
No |
Mid-America Apartments, L.P. |
Yes ☐ |
No |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Mid-America Apartment Communities, Inc. |
Number of Shares Outstanding at |
Class |
October 28, 2024 |
Common Stock, $0.01 par value |
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
TABLE OF CONTENTS
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Page |
PART I – FINANCIAL INFORMATION |
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Item 1. |
5 |
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Mid-America Apartment Communities, Inc. |
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Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. |
5 |
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6 |
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7 |
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8 |
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Mid-America Apartments, L.P. |
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Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. |
9 |
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10 |
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11 |
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12 |
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13 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
29 |
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Item 3. |
41 |
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Item 4. |
41 |
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PART II – OTHER INFORMATION |
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Item 1. |
42 |
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Item 1A. |
42 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
42 |
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Item 3. |
42 |
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Item 4. |
42 |
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Item 5. |
43 |
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Item 6. |
44 |
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45 |
2
Explanatory Note
This report combines the Quarterly Reports on Form 10-Q for the quarter ended September 30, 2024 of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-America Apartment Communities, Inc. is the sole general partner. Mid-America Apartment Communities, Inc. and its 97.4% owned subsidiary, Mid-America Apartments, L.P., are both required to file quarterly reports under the Securities Exchange Act of 1934, as amended.
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P. together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are referred to as “common unitholders.”
As of September 30, 2024, MAA owned 116,880,291 OP Units (97.4% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.
We believe combining the periodic reports of MAA and the Operating Partnership, including the notes to the condensed consolidated financial statements, into this report results in the following benefits:
MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership. We believe it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.
The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive income or loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive income or loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.
3
In order to highlight the material differences between MAA and the Operating Partnership, this Quarterly Report on Form 10-Q includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership, including:
In the sections that combine disclosures for MAA and the Operating Partnership, this Quarterly Report on Form 10-Q refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because we operate the business through the Operating Partnership. MAA, the Operating Partnership and its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate, distinct legal entities.
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Mid-America Apartment Communities, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)
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September 30, 2024 |
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December 31, 2023 |
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Assets |
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Real estate assets: |
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Land |
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$ |
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$ |
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Buildings and improvements and other |
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Development and capital improvements in progress |
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Less: Accumulated depreciation |
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( |
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( |
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Undeveloped land |
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Investment in real estate joint venture |
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Real estate assets, net |
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Cash and cash equivalents |
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Restricted cash |
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Other assets |
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Assets held for sale |
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Total assets |
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$ |
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$ |
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Liabilities and equity |
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Liabilities: |
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Unsecured notes payable |
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$ |
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$ |
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Secured notes payable |
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Accrued expenses and other liabilities |
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Total liabilities |
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Redeemable common stock |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated distributions in excess of net income |
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( |
) |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total MAA shareholders’ equity |
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Noncontrolling interests - OP Units |
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Total Company’s shareholders’ equity |
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Noncontrolling interests - consolidated real estate entities |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
Mid-America Apartment Communities, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share data)
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Three months ended September 30, |
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Nine months ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues: |
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Rental and other property revenues |
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$ |
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$ |
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$ |
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$ |
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Expenses: |
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Operating expenses, excluding real estate taxes and insurance |
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Real estate taxes and insurance |
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Depreciation and amortization |
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Total property operating expenses |
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Property management expenses |
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General and administrative expenses |
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Interest expense |
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Loss on sale of depreciable real estate assets |
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Gain on sale of non-depreciable real estate assets |
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( |
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Other non-operating expense (income) |
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( |
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( |
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Income before income tax (expense) benefit |
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Income tax (expense) benefit |
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( |
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( |
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( |
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Income from continuing operations before real estate joint venture activity |
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Income from real estate joint venture |
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Net income |
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Net income attributable to noncontrolling interests |
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Net income available for shareholders |
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Dividends to MAA Series I preferred shareholders |
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Net income available for MAA common shareholders |
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$ |
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$ |
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$ |
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$ |
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Earnings per common share - basic: |
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Net income available for MAA common shareholders |
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$ |
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$ |
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$ |
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$ |
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Earnings per common share - diluted: |
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Net income available for MAA common shareholders |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
Mid-America Apartment Communities, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
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Three months ended September 30, |
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Nine months ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income: |
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Adjustment for net losses reclassified to net income from |
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Total comprehensive income |
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Comprehensive income attributable to |
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( |
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( |
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( |
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( |
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Comprehensive income attributable to MAA |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
7
Mid-America Apartment Communities, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
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Nine months ended September 30, |
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Cash flows from operating activities: |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Loss on sale of depreciable real estate assets |
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Gain on sale of non-depreciable real estate assets |
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( |
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Gain on consolidation of third-party development |
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( |
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Loss on embedded derivative in preferred shares |
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Stock compensation expense |
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Amortization of debt issuance costs, discounts and premiums |
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Gain on investments |
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( |
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( |
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Net change in operating accounts and other operating activities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of real estate and other assets |
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( |
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( |
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Capital improvements and other |
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( |
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( |
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Development costs |
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( |
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( |
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Distributions from real estate joint venture |
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Contributions to affiliates |
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( |
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( |
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Proceeds from sale of marketable equity securities |
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Proceeds from real estate asset dispositions |
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Net proceeds from insurance recoveries |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Net payments of commercial paper |
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( |
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( |
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Proceeds from notes payable |
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Principal payments on notes payable |
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( |
) |
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( |
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Payment of deferred financing costs |
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( |
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Distributions to noncontrolling interests |
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( |
) |
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( |
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Dividends paid on common shares |
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( |
) |
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( |
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Dividends paid on preferred shares |
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( |
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( |
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Proceeds from issuances of common shares |
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Net change in other financing activities |
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( |
) |
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( |
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Net cash used in financing activities |
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( |
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( |
) |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets:
Reconciliation of cash, cash equivalents and restricted cash at period end: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Total cash, cash equivalents and restricted cash |
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$ |
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$ |
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Supplemental information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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Non-cash transactions: |
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Distributions on common shares/units declared and accrued |
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$ |
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$ |
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Accrued construction in progress |
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Interest capitalized |
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Conversion of OP Units to shares of common stock |
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See accompanying notes to condensed consolidated financial statements.
8
Mid-America Apartments, L.P.
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
|
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September 30, 2024 |
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December 31, 2023 |
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Assets |
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Real estate assets: |
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Land |
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$ |
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$ |
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Buildings and improvements and other |
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Development and capital improvements in progress |
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Less: Accumulated depreciation |
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( |
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( |
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Undeveloped land |
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Investment in real estate joint venture |
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Real estate assets, net |
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||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Assets held for sale |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and capital |
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Unsecured notes payable |
|
$ |
|
|
$ |
|
||
Secured notes payable |
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
|
|
|
|
|
||
Due to general partner |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Redeemable common units |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Operating Partnership capital: |
|
|
|
|
|
|
||
Preferred units, |
|
|
|
|
|
|
||
General partner, |
|
|
|
|
|
|
||
Limited partners, |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total operating partners’ capital |
|
|
|
|
|
|
||
Noncontrolling interests - consolidated real estate entities |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
9
Mid-America Apartments, L.P.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per unit data)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses, excluding real estate taxes and insurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate taxes and insurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total property operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property management expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on sale of depreciable real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on sale of non-depreciable real estate assets |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other non-operating expense (income) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Income before income tax (expense) benefit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax (expense) benefit |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Income from continuing operations before real estate joint venture activity |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from real estate joint venture |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to MAALP Series I preferred unitholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available for MAALP common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common unit - basic: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available for MAALP common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common unit - diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available for MAALP common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
10
Mid-America Apartments, L.P.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustment for net losses reclassified to net income from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income attributable to MAALP |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
11
Mid-America Apartments, L.P.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
|
|
Nine months ended September 30, |
|
|||||
Cash flows from operating activities: |
|
2024 |
|
|
2023 |
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Loss on sale of depreciable real estate assets |
|
|
|
|
|
|
||
Gain on sale of non-depreciable real estate assets |
|
|
|
|
|
( |
) |
|
Gain on consolidation of third-party development |
|
|
( |
) |
|
|
|
|
Loss on embedded derivative in preferred shares |
|
|
|
|
|
|
||
Stock compensation expense |
|
|
|
|
|
|
||
Amortization of debt issuance costs, discounts and premiums |
|
|
|
|
|
|
||
Gain on investments |
|
|
( |
) |
|
|
( |
) |
Net change in operating accounts and other operating activities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|