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Section 1: 10-Q (MAA FORM 10-Q 1Q08)

form10-q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

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: 1-12762

MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)

TENNESSEE
62-1543819
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

6584 POPLAR AVENUE, SUITE 300
 
MEMPHIS, TENNESSEE
38138
(Address of principal executive offices)
(Zip Code)

 (901) 682-6600
(Registrant's telephone number, including area code)

N/A
   (Former name, former address and former fiscal year, if changed since last report)

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.
þ Yes  ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes  þ No
 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 
Number of Shares Outstanding
Class
at April 16, 2008
Common Stock, $0.01 par value
26,244,350


MID-AMERICA APARTMENT COMMUNITIES, INC.
 
     
TABLE OF CONTENTS
 
   
Page
 
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
Condensed Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007
2
 
Condensed Consolidated Statements of Operations for the three months ended March 31, 2008, and 2007 (Unaudited)
3
 
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008, and 2007 (Unaudited)
4
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22
Item 4.
Controls and Procedures
22
Item 4T.
Controls and Procedures
22
     
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
22
Item 1A.
Risk Factors
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
28
Item 3.
Defaults Upon Senior Securities
28
Item 4.
Submission of Matters to a Vote of Security Holders
29
Item 5.
Other Information
29
Item 6.
Exhibits
29
 
Signatures
30


Mid-America  Apartment  Communities,  Inc.
Condensed Consolidated  Balance  Sheets
March 31, 2008 (Unaudited) and December 31, 2007
(Dollars in thousands, except per share data)
                 
           
March 31, 2008
 
December 31, 2007
Assets:
             
Real estate assets:
         
 
Land
     
 $                   217,974
 
 $                   214,743
 
Buildings and improvements
 
                   2,074,804
 
                   2,044,380
 
Furniture, fixtures and equipment
 
                        58,350
 
                        55,602
 
Capital improvements in progress
 
                        20,187
 
                        12,886
           
                   2,371,315
 
                   2,327,611
 
Less accumulated depreciation
 
                     (638,039)
 
                     (616,364)
           
                   1,733,276
 
                   1,711,247
                 
 
Land held for future development
 
                          2,300
 
                          2,360
 
Commercial properties, net
   
                          8,121
 
                          6,778
 
Investments in and advances to real estate joint ventures
 
                          6,847
 
                             168
   
Real estate assets, net
   
                   1,750,544
 
                   1,720,553
                 
Cash and cash equivalents
   
                          7,059
 
                        17,192
Restricted cash
   
                          3,521
 
                          3,724
Deferred financing costs, net
   
                        15,924
 
                        15,219
Other assets
   
                        18,730
 
                        23,028
Goodwill
     
                          4,106
 
                          4,106
   
Total assets
   
 $                1,799,884
 
 $                1,783,822
                 
Liabilities and Shareholders' Equity:
       
Liabilities:
           
 
Notes payable
   
 $                1,271,773
 
 $                1,264,620
 
Accounts payable
   
                          1,569
 
                          1,099
 
Accrued expenses and other liabilities
 
                      102,522
 
                        77,252
 
Security deposits
   
                          8,734
 
                          8,453
   
Total liabilities
   
                   1,384,598
 
                   1,351,424
                 
Minority interest
   
                        28,838
 
                        28,868
                 
Redeemable stock
   
                          2,068
 
                          2,574
                 
Shareholders' equity:
         
 
Preferred stock, $0.01 par value per share, 20,000,000 shares authorized,
       
 
$166,863 or $25 per share liquidation preference;
       
   
8.30% Series H Cumulative Redeemable Preferred Stock, 6,200,000
       
     
shares authorized, 6,200,000 shares issued and outstanding
 
                               62
 
                               62
 
Common stock, $0.01 par value per share, 50,000,000 shares authorized;
       
   
26,141,363 and 25,718,880 shares issued and outstanding at
       
   
March 31, 2008, and December 31, 2007, respectively (1)
 
                             261
 
                             257
 
Additional paid-in capital
   
                      853,334
 
                      832,511
 
Accumulated distributions in excess of net income
 
                     (426,789)
 
                     (414,966)
 
Accumulated other comprehensive income
 
                       (42,488)
 
                       (16,908)
   
Total shareholders' equity
 
                      384,380
 
                      400,956
   
Total liabilities and shareholders' equity
 
 $                1,799,884
 
 $                1,783,822
                 
                 
(1)
Number of shares issued and outstanding represent total shares of common stock regardless of classification on the
 
consolidated balance sheet. The number of shares classified as redeemable stock on the consolidated balance sheet
 
for March 31, 2008 and December 31, 2007, are 41,493 and 60,212, respectively.
   
                 
See accompanying notes to condensed consolidated financial statements.
       

Mid-America Apartment Communities, Inc.
Condensed Consolidated Statements of Operations
Three months ended March 31, 2008, and 2007
(Dollars in thousands, except per share data)
             
             
             
       
Three months ended
       
March 31,
       
2008
 
2007
Operating revenues:
       
 
Rental revenues
 
 $               87,929
 
 $               81,212
 
Other property revenues
 
                    4,187
 
                    3,745
 
Total property revenues
 
                  92,116
 
                  84,957
 
Management fee income
 
                         28
 
                         34
 
Total operating revenues
 
                  92,144
 
                  84,991
Property operating expenses:
       
 
Personnel
 
                  11,248
 
                  10,014
 
Building repairs and maintenance
 
                    3,113
 
                    3,056
 
Real estate taxes and insurance
 
                  11,441
 
                  11,098
 
Utilities
 
                    5,164
 
                    4,787
 
Landscaping
 
                    2,443
 
                    2,272
 
Other operating
 
                    4,207
 
                    3,719
 
Depreciation
 
                  22,268
 
                  21,288
 
Total property operating expenses
 
                  59,884
 
                  56,234
Property management expenses
 
                    4,258
 
                    4,413
General and administrative expenses
 
                    2,920
 
                    2,672
Income from continuing operations before non-operating items
                  25,082
 
                  21,672
Interest and other non-property income
 
                       108
 
                         94
Interest expense
 
                 (16,334)
 
                 (16,014)
Amortization of deferred financing costs
 
                      (628)
 
                      (561)
Incentive fees from real estate joint ventures
 
                          -
 
                    1,019
Net gains on insurance and other settlement proceeds
 
                       128
 
                       510
Loss on sale of non-depreciable assets
 
                          (3)
 
                          -
Income from continuing operations before minority interest and
                    8,353
 
                    6,720
 
investments in real estate joint ventures
       
Minority interest in operating partnership income
 
                      (532)
 
                   (1,038)
(Loss) gains from real estate joint ventures
 
                        (83)
 
                    5,380
Income from continuing operations
 
                    7,738
 
                  11,062
Discontinued operations:
       
 
Income from discontinued operations before
       
   
asset impairment, settlement proceeds and gain on sale
                          -
 
                       262
 
Loss on sale of discontinued operations
 
                        (59)
 
                          -
Net income
 
                    7,679
 
                  11,324
Preferred dividend distributions
 
                    3,216
 
                    3,491
Net income available for common shareholders
 
 $                 4,463
 
 $                 7,833
             
Weighted average shares outstanding (in thousands):
       
 
Basic
 
                  25,628
 
                  25,087
 
Effect of dilutive stock options
 
                       128
 
                       202
 
Diluted
 
                  25,756
 
                  25,289
             
Net income available for common shareholders
 
 $                 4,463
 
 $                 7,833
Discontinued property operations
 
                         59
 
                      (262)
Income from continuing operations available for common shareholders
 $                 4,522
 
 $                 7,571
             
Earnings per share - basic:
       
 
Income from continuing operations
       
 
    available for common shareholders
 
 $                   0.18
 
 $                   0.30
 
Discontinued property operations
 
                          -
 
                      0.01
 
Net income available for common shareholders
 
 $                   0.17
 
 $                   0.31
             
Earnings per share - diluted:
       
 
Income from continuing operations
       
 
    available for common shareholders
 
 $                   0.18
 
 $                   0.30
 
Discontinued property operations
 
                          -
 
                      0.01
 
Net income available for common shareholders
 
 $                   0.17
 
 $                   0.31
             
Dividends declared per common share
 
 $                 0.615
 
 $                 0.605
             
             
See accompanying notes to condensed consolidated financial statements.
   

Mid-America Apartment Communities, Inc.
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2008 and 2007
(Dollars in thousands)
                   
         
2008
 
2007
   
Cash flows from operating activities:
           
 
Net income
 
 $           7,679
 
 $         11,324
   
 
Adjustments to reconcile net income to net cash provided by operating activities:
       
   
Income from discontinued operations before asset impairment, settlement
       
     
proceeds and gain on sale
 
                    -
 
                (262)
   
   
Depreciation and amortization of deferred financing costs
 
            22,896
 
            21,849
   
   
Stock compensation expense
 
                 211
 
                 297
   
   
Stock issued to employee stock ownership plan
 
                 248
 
                 222
   
   
Redeemable stock issued
 
                   91
 
                   92
   
   
Amortization of debt premium
 
                (453)
 
                (509)
   
   
Loss from investments in real estate joint ventures
 
                   83
 
                     7
   
   
Minority interest in operating partnership income
 
                 532
 
              1,038
   
   
Derivative interest expense
 
                 213
 
                   30
   
   
Loss on sale of non-depreciable assets
 
                     3
 
                    -
   
   
Loss on sale of discontinued operations
 
                   59
 
                    -
   
   
Gains on disposition within real estate joint ventures
 
                    -
 
             (5,387)
   
   
Incentive fees from real estate joint ventures
 
                    -
 
             (1,019)
   
   
Net gains on insurance and other settlement proceeds
 
                (128)
 
                (510)
   
   
Changes in assets and liabilities:
           
     
Restricted cash
 
                 203
 
                   60
   
     
Other assets
 
              6,467
 
              2,668
   
     
Accounts payable
 
                 470
 
             (1,063)
   
     
Accrued expenses and other
 
             (7,667)
 
             (9,094)
   
     
Security deposits
 
                 281
 
                 367
   
   
Net cash provided by operating activities
 
            31,188
 
            20,110
   
Cash flows from investing activities:
           
   
Purchases of real estate and other assets
 
           (23,532)
 
                      -
   
   
Improvements to existing real estate assets
 
             (5,931)
 
             (3,219)
   
   
Renovations to existing real estate assets
 
             (4,052)
 
             (2,018)
   
   
Development
 
             (5,971)
 
             (6,210)
   
   
Distributions from real estate joint ventures
 
                      -
 
              9,855
   
   
Contributions to real estate joint ventures
 
             (6,776)
 
                      -
   
   
Proceeds from disposition of real estate assets
 
                 502
 
                 597
   
   
Net cash used in investing activities
 
           (45,760)
 
                (995)
   
Cash flows from financing activities:
           
   
Net change in credit lines
 
            30,444
 
             (1,594)
   
   
Principal payments on notes payable
 
           (22,838)
 
           (10,558)
   
   
Payment of deferred financing costs
 
             (1,333)
 
                (546)
   
   
Repurchase of common stock
 
                (399)
 
                (114)
   
   
Proceeds from issuances of common shares and units
 
            19,082
 
            14,700
   
   
Distributions to unitholders
 
             (1,626)
 
             (1,506)
   
   
Dividends paid on common shares
 
           (15,675)
 
           (15,176)
   
   
Dividends paid on preferred shares
 
             (3,216)
 
             (3,491)
   
   
Net cash provided by (used in) financing activities
 
              4,439
 
           (18,285)
   
   
Net increase (decrease) in cash and cash equivalents
 
           (10,133)
 
                 830
   
Cash and cash equivalents, beginning of period
 
            17,192
 
              5,545
   
Cash and cash equivalents, end of period
 
 $           7,059
 
 $           6,375
   
                   
Supplemental disclosure of cash flow information:
           
   Interest paid
 
 $         15,994
 
 $         17,003
   
Supplemental disclosure of noncash investing and financing activities:
           
   Interest capitalized
 
 $              114
 
 $              264
   
   Marked-to-market adjustment on derivative instruments
 
$      (25,580)
 
$        (2,926)
   
   Reclass of preferred stock from equity to liabilities
 
 $                  -
 
$              440
   
   Reclass of redeemable stock from equity to liabilities
 
 $              472
 
 $                  -
   
                   
                   
See accompanying notes to condensed consolidated financial statements.
           

 
 

 

Mid-America Apartment Communities, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2008, and 2007 (Unaudited)

1.           Consolidation and Basis of Presentation

Mid-America Apartment Communities, Inc. is a self-administered real estate investment trust, or REIT, that owns, acquires, renovates, develops and manages apartment communities in the Sunbelt region of the United States. As of March 31, 2008, we owned or owned interests in 140 multifamily apartment communities comprising 41,120 apartments located in 13 states, including 2 communities comprising 626 apartments owned through our joint venture, Mid-America Multifamily Fund I, LLC. None of these communities were classified as held for sale as of March 31, 2008. In addition, we had 340 apartments under development adjacent to 2 of our existing communities.

The accompanying unaudited condensed consolidated financial statements have been prepared by the management of Mid-America Apartment Communities, Inc. in accordance with U.S. generally accepted accounting principles for interim financial information and applicable rules and regulations of the Securities and Exchange Commission and our accounting policies in effect as of December 31, 2007 as set forth in our annual consolidated financial statements, as of such date. The accompanying unaudited condensed consolidated financial statements include the accounts of Mid-America Apartment Communities, Inc. and its subsidiaries, including Mid-America Apartments, L.P. (the “Operating Partnership”) (collectively, “Mid-America”).  In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included and all such adjustments were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month period ended March 31, 2008 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with our audited financial statements and notes thereto included in Mid-America’s Annual Report on Form 10-K for the year ended December 31, 2007.

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods.  Actual amounts realized or paid could differ from those estimates.

2.           Segment Information

As of March 31, 2008, Mid-America owned or had an ownership interest in 140 multifamily apartment communities in 13 different states from which it derives all significant sources of earnings and operating cash flows. Our operational structure is organized on a decentralized basis, with individual property managers having overall responsibility and authority regarding the operations of their respective properties. Each property manager individually monitors local, market and submarket trends in rental rates, occupancy percentages, and operating costs. Property managers are given the on-site responsibility and discretion to react to such trends in the best interest of Mid-America. Our chief operating decision maker evaluates the performance of each individual property based on its contribution to net operating income in order to ensure that the individual property continues to meet our return criteria and long-term investment goals. We define each of our multifamily communities as an individual operating segment. We have also determined that all of our communities have similar economic characteristics and also meet the other criteria which permit the communities to be aggregated into one reportable segment, which is the acquisition and operation of the multifamily communities owned.


3.           Comprehensive Income

Total comprehensive income and its components for the three month periods ended March 31, 2008, and 2007 were as follows (dollars in thousands):

     
Three months
     
ended March 31,
     
2008
 
2007
           
Net income
 
 $                               7,679
 
 $                          11,324
Marked-to-market adjustment
       
 
on derivative instruments
 
         (25,580)
 
           (2,926)
Total comprehensive (loss) income
 
 $                           (17,901)
 
 $                            8,398

The marked-to-market adjustment on derivative instruments is based upon the change of interest rates available for derivative instruments with similar terms and remaining maturities existing at each balance sheet date.

4.           Real Estate Acquisitions

On September 14, 2007, Mid-America entered into an option contract to purchase the Cascade at Fall Creek apartments, a 246-unit community being built next to our Chalet at Fall Creek apartments in Humble, Texas, a suburb of Houston. Among other provisions, the contract required certain construction completion levels for purchase. On January 10, 2008, the provisions of the contract were met and Mid-America acquired the Cascade at Fall Creek apartment community.

On January 17, 2008, Mid-America Multifamily Fund I, LLC, or Fund I, our joint venture with institutional capital, acquired the Milstead Village apartments, a 310-unit community located in Kennesaw, Georgia, a suburb of Atlanta. This was the first acquisition made by Fund I.

On March 27, 2008, Fund I acquired a second property, the Greenwood Forest apartments, a 316-unit community located in Greenwood Forest, Texas, a suburb of Houston.

5.           Discontinued Operations

As part of Mid-America’s disposition strategy to selectively dispose of mature assets that no longer meet our investment criteria and long-term strategic objectives, in April 2006, we entered into an agreement to list the 184-unit Gleneagles apartments and the 200-unit Hickory Farm apartments both located in Memphis, Tennessee, for sale. Both of these communities were subsequently sold on May 3, 2007. Also in line with this strategy, in March 2007 we entered into an agreement to list the 144-unit Somerset apartments and the 192-unit Woodridge apartments both located in Jackson, Mississippi, for sale. Both of these communities were subsequently sold on July 16, 2007. In accordance with Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, these communities are considered discontinued operations in the accompanying condensed consolidated financial statements.



The following is a summary of discontinued operations for the three month periods ended March 31, 2008, and 2007, (dollars in thousands):


     
March 31,
     
2008
 
2007
           
Revenues
       
 
Rental revenues
 
 $         -
 
 $    1,176
 
Other revenues
     
            67
 
Total revenues
     
       1,243
Expenses
       
 
Property operating expenses
     
         667
 
Depreciation
     
          133
 
Interest expense
     
           181
 
Total expense
 
             -
 
          981
Income from discontinued operations before
       
 
gain on sale and settlement proceeds
     
         262
Loss on sale of discontinued operations
 
          (59)
 (1)
             -
Income from discontinued operations
 
 $      (59)
 
 $     262
           
(1)  Amount represents adjustment related to disposition of real estate assets in a prior period.

 
6.           Share and Unit Information

On March 31, 2008, 26,141,363 common shares and 2,423,819 operating partnership units were outstanding, representing a total of 28,565,182 shares and units. Additionally, Mid-America had outstanding options for the purchase of 102,413 shares of common stock at March 31, 2008, of which 47,990 were anti-dilutive. At March 31, 2007, 25,361,962 common shares and 2,489,154 operating partnership units were outstanding, representing a total of 27,851,116 shares and units. Additionally, Mid-America had outstanding options for the purchase of 181,156 shares of common stock at March 31, 2007, of which 77,832 were anti-dilutive.

During the three-month period ended March 31, 2008, we issued 300,000 shares of common stock through at-the-market offerings or negotiated transactions and received net proceeds of $15.5 million under a controlled equity offering program.

7.           Derivative Financial Instruments

In the normal course of business, Mid-America uses certain derivative financial instruments to manage, or hedge, the interest rate risk associated with our variable rate debt or to hedge anticipated future debt transactions to manage well-defined interest rate risk associated with the transaction.

We do not use derivative financial instruments for speculative or trading purposes. Further, Mid-America has a policy of entering into contracts with major financial institutions based upon their credit rating and other factors.  When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designated to hedge, Mid-America has not sustained any material loss from those instruments nor do we anticipate any material adverse effect on our net income or financial position in the future from the use of derivatives.

Mid-America requires that derivative financial instruments designated as cash flow hedges be effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Instruments that meet the hedging criteria are formally designated as hedging instruments at the inception of the derivative contract. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the hedge transaction. This process includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also formally assess, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives used are highly effective in offsetting changes in cash flows of hedged items. When it is determined that a derivative has ceased to be a highly effective hedge, Mid-America discontinues hedge accounting prospectively.

All of our derivative financial instruments are reported at fair value, are represented on the balance sheet, and are characterized as cash flow hedges. These transactions hedge the future cash flows of debt transactions through interest rate swaps that convert variable payments to fixed payments and interest rate caps that limit the exposure to rising interest rates. The unrealized gains/losses in the fair value of these hedging instruments are reported on the balance sheet with a corresponding adjustment to accumulated other comprehensive income, with any ineffective portion of the hedging transactions reclassified to earnings. As of March 31, 2008, and 2007, the ineffective portion of the hedging transactions reclassified to earnings was an $188,000 increase, and an $18,000 increase, respectively, of interest expense.
 
On January 1, 2008, Mid-America adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or Statement 157.  Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  Statement 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
 
Statement 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, Statement 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that Mid-America has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Mid-America’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The valuation of our derivative financial instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.  The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.  The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps.  The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.  To comply with the provisions of Statement 157, Mid-America incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, Mid-America has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.


Although Mid-America has determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties.  As of March 31, 2008, Mid-America has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are significant to the overall valuation of our derivatives.  As a result, Mid-America has determined that our derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy.

 The table below presents Mid-America’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2008, aggregated by the level in the fair value hierarchy within which those measurements fall.
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2008
(dollars in thousands)

     
Quoted Prices in
 
Significant
       
     
Active Markets
 
Other
 
Significant
   
     
for Identical
 
Observable
 
Unobservable
 
Balance at
     
Assets and Liabilities
 
Inputs
 
Inputs
 
March 31,
     
(Level 1)
 
(Level 2)
 
(Level 3)
 
2008
Assets
               
 
Derivative financial instruments
 
 $                                  -
 
 $             -
 
 $                 15
 
 $           15
                   
Liabilities
               
 
Derivative financial instruments
 
 $                                  -
 
 $             -
 
 $         41,759
 
 $   41,759

The table below presents a reconciliation of the beginning and ending balances of assets and liabilities having fair value measurements based on significant unobservable inputs (Level 3).
 
 
Changes in Level 3 Assets/(Liabilities) Measured at Fair Value on a Recurring Basis at March 31, 2008
(dollars in thousands)
 
             
Total Realized and
           
             
Unrealized Gains
           
         
Total Gains
 
Included in Other
 
Purchases,
 
Net Transfers
   
     
Balance at
 
Included in
 
Comprehensive
 
Issuances and
 
In and/or Out
 
Balance at
     
12/31/2007
 
Income
 
Income
 
Settlements
 
of Level 3
 
3/31/2008
Derivative financial
                       
 
instruments
 
 $        (15,976)
 
 $            188
 
 $                 (25,794)
 
 $               (162)
 
 $                    -
 
 $      (41,744)

Of the instruments for which Mid-America utilized significant Level 3 inputs to determine fair value and that were still held by Mid-America at March 31, 2008, the unrealized loss for the three months ended March 31, 2008 was $25.8 million.  The fair value of these instruments are reported on the balance sheet in Other Assets and Accrued Expenses and Other Liabilities with a corresponding adjustment for the unrealized gains/losses to accumulated other comprehensive income, with any ineffective portion of the hedging transactions reclassified to interest expense.
 
Both observable and unobservable inputs may be used to determine the fair value of positions that Mid-America has classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

8.           Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157 Fair Value Measurements, or Statement 157. Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Statement 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  FASB Staff Position No. FAS 157-2 Effective Date of FASB Statement 157, or FSP 157-2, delays the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  For these items, the effective date will be for fiscal years beginning after November 15, 2008.  Mid-America adopted Statement 157 effective January 1, 2008. Management does not believe the adoption has had or will have a material impact on our consolidated financial condition or results of operations taken as a whole.

On December 4, 2007, the FASB issued Statement No. 141 (Revised 2007), Business Combinations, or Statement 141R. Statement 141R will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. Statement 141R will change the accounting treatment for certain specific items, including acquisition costs which will generally be expensed as incurred.  This will have a material impact on the way Mid-America accounts for property acquisitions and therefore will have a material impact on Mid-America’s financial statements.  Statement 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

On December 4, 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51, or Statement 160. Statement 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  This will impact the financial statement presentation of Mid-America by requiring the minority interests in the operating partnership to be presented as a non-controlling interest as a component of equity.  Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.

On March 19, 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement 133, or Statement 161. Statement 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments and how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows.  Statement 161 is effective for fiscal years and interim periods beginning after November 15, 2008.

Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report.  Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.

Forward Looking Statements

We consider portions of this Report to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, with respect to our expectations for future periods. Forward looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future.  Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, unanticipated adverse business developments affecting us, or our properties, adverse changes in the real estate markets and general and local economies and business conditions. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:

·  
unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates,
·  
the failure of acquisitions to achieve anticipated results,
·  
possible difficulty in selling apartment communities,
·  
the timing and closing of planned acquisitions or dispositions,
·  
competitive factors that may limit our ability to lease apartment homes or increase or maintain rents,
·  
insufficient cash flow that could affect our debt financing and create refinancing risk,
·  
failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders,
·  
development and construction risks that may impact our profitability,
·  
potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us,
·  
risks from extraordinary losses for which we may not have insurance or adequate reserves,
·  
uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage,
·  
delays in completing developments and lease-ups on schedule,
·  
investments through joint ventures involve risks not present in investments in which we are the sole investor,
·  
our failure to succeed in new markets,
·  
changing interest rates, which could increase interest costs and affect the market price of our securities,
·  
potential liability for environmental contamination, which could result in substantial costs to us,
·  
the imposition of federal taxes if we fail to qualify as a REIT under the Internal Revenue Code in any taxable year,
·  
our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price, and
·  
changes in real estate tax laws, tax laws and other laws affecting our business.

In addition to these factors overall risks that could affect our business and prospects are set forth below in Part II, Item 1A. Risk Factors. We encourage investors to review these risks factors.

Critical Accounting Policies and Estimates

The following discussion and analysis of financial condition and results of operations are based upon Mid-America’s condensed consolidated financial statements, and the notes thereto, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these condensed consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may differ from these estimates and assumptions.

We believe that the estimates and assumptions listed below are most important to the portrayal of our financial condition and results of operations because they require the greatest subjective determinations and form the basis of accounting policies deemed to be most critical. These critical accounting policies include revenue recognition, capitalization of expenditures and depreciation of assets, impairment of long-lived assets, including goodwill, and fair value of derivative financial instruments.

Revenue Recognition

Mid-America leases multifamily residential apartments under operating leases primarily with terms of one year or less. Rental revenues are recognized using a method that represents a straight-line basis over the term of the lease and other revenues are recorded when earned.

We record all gains and losses on sales of real estate in accordance with Statement No. 66, Accounting for Sales of Real Estate.

Capitalization of expenditures and depreciation of assets

Mid-America carries real estate assets at depreciated cost.  Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from 8 to 40 years for land improvements and buildings, 5 years for furniture, fixtures, and equipment, 3 to 5 years for computers and software, and 1 year for acquired leases, all of which are subjective determinations. Repairs and maintenance costs are expensed as incurred while significant improvements, renovations, and replacements are capitalized. The cost to complete any deferred repairs and maintenance at properties acquired by Mid-America in order to elevate the condition of the property to Mid-America’s standards are capitalized as incurred.

Development costs, which are limited to adding new units to three existing properties, are capitalized in accordance with Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects and Statement No. 34, Capitalization of Interest Cost.

Impairment of long-lived assets, including goodwill

Mid-America accounts for long-lived assets in accordance with the provisions of Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, or Statement 144, and evaluates its goodwill for impairment under Statement No. 142, Goodwill and Other Intangible Assets, or Statement 142. Mid-America evaluates goodwill for impairment on an annual basis in Mid-America’s fiscal fourth quarter, or sooner if a goodwill impairment indicator is identified. Mid-America periodically evaluates long-lived assets, including investments in real estate and goodwill, for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions, and legal factors.

In accordance with Statement 144, long-lived assets, such as real estate assets, equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet.

In accordance with Statement 142, goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. This determination is made at the reporting unit level and consists of two steps. First, Mid-America determines the fair value of a reporting unit and compares it to its carrying amount. In the apartment industry, the primary method used for determining fair value is to divide annual operating cash flows by an appropriate capitalization rate. Mid-America determines the appropriate capitalization rate by reviewing the prevailing rates in a property’s market or submarket. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with Statement No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

Fair value of derivative financial instruments

Mid-America utilizes certain derivative financial instruments, primarily interest rate swaps and caps, during the normal course of business to manage, or hedge, the interest rate risk associated with Mid-America’s variable rate debt or as hedges in anticipation of future debt transactions to manage well-defined interest rate risk associated with the transaction.

In order for a derivative contract to be designated as a hedging instrument, the relationship between the hedging instrument and the hedged item must be highly effective. While Mid-America’s calculation of hedge effectiveness contains some subjective determinations, the historical correlation of the hedging instruments and the underlying hedged item are measured by Mid-America before entering into the hedging relationship and have been found to be highly correlated.

Mid-America measures ineffectiveness using the change in the variable cash flows method for each reporting period through the term of the hedging instruments. Any amounts determined to be ineffective are recorded in earnings.  The change in fair value of the interest rate swaps and caps designated as cash flow hedges are recorded to accumulated other comprehensive income in the statement of shareholders’ equity.
 
On January 1, 2008, Mid-America adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or Statement 157.  Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  Statement 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
 
Statement 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, Statement 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

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

The valuation of our derivative financial instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.  The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.  The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps.  The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.  To comply with the provisions of Statement 157, Mid-America incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, Mid-America has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although Mid-America has determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties.  As of March 31, 2008, Mid-America has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and has determined that the credit valuation adjustments are significant to the overall valuation of our derivatives.  As a result, Mid-America has determined that our derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy.  As of March 31, 2008, Mid-America had a total of $875 million in derivative instruments, all of which had fair values measured using Level 3 inputs. Realized and unrealized losses did not materially affect our results of operations, liquidity or capital resources during the first quarter.  Mid-America experienced an overall decrease in fair value of our derivatives due to the overall decrease in the interest rate market throughout the first quarter.  Mid-America does not anticipate realizing a significant portion of the current unrealized loss.

Overview of the Three Months Ended March 31, 2008

Mid-America’s operating results for the three months ended March 31, 2008 benefited from continued improvement in market conditions which helped us increase both rental revenues and occupancy at our existing communities. Our operations also benefited from the five communities purchased since the first quarter of 2007.

The following is a discussion of the consolidated financial condition and results of operations of Mid-America for the three month period ended March 31, 2008. This discussion should be read in conjunction with the condensed consolidated financial statements appearing elsewhere in this report. These financial statements include all adjustments, which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim period presented, and all such adjustments are of a normal recurring nature.

Results of Operations

Comparison of the Three Months Ended March 31, 2008 to the Three Months Ended March 31, 2007

Property revenues for the three months ended March 31, 2008 were approximately $92.1 million, an increase of approximately $7.2 million from the three months ended March 31, 2007 due to (i) a $3.8 million increase in property revenues from the five properties acquired since the end of the first quarter of 2007, or the Acquisitions, (ii) a $0.4 million increase in property revenues from our development communities, and (iii) a $3.0 million increase in property revenues from all other communities. The increase in property revenues from all other communities was generated primarily by our same store portfolio and was driven by a 2.6% increase in average effective rent per unit and a 0.7% increase in occupancy in the first quarter of 2008 from the first quarter of 2007. Our same store portfolio consists of those properties in our portfolio which have been held and were stabilized for at least 12 months. Communities not included in the same store portfolio would include acquisitions within the last 12 months, communities being developed or in lease-up, and communities undergoing extensive renovations.

Property operating expenses include costs for property personnel, property bonuses, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other property related costs. Property operating expenses for the three months ended March 31, 2008 were approximately $37.6 million, an increase of approximately $2.7 million from the three months ended March 31, 2007 due primarily to increases in property operating expenses of (i) $1.9 million from the Acquisitions, (ii) $0.2 million from our development communities, and (iii) $0.6 million from all other communities.

Depreciation expense for the three months ended March 31, 2008 was approximately $22.3 million, an increase of approximately $1.0 million from the three months ended March 31, 2007 primarily due to the increases in depreciation expense of (i) $1.2 million from the Acquisitions, (ii) $0.1 million from our development communities, and (iv) $0.4 million from all other communities. Increases of depreciation expense from all other communities resulted from asset additions made during the normal course of business. These increases were partially offset by a decrease in depreciation expense of $0.7 million from the expiration of the amortization of fair market value of leases of six communities acquired by Mid-America in 2006.

Property management expenses for the three months ended March 31, 2008 were approximately $4.3 million, a slight decrease from the $4.4 million of property management expenses in the first quarter of 2007, mainly because the first quarter of 2007 included an increase to expense to accrue for a higher level of 2006 employee incentives resulting from better than expected property performance. General and administrative expenses increased by approximately $0.2 million over this same period mainly as a result of the addition of corporate level positions.

Interest expense for the three months ended March 31, 2008 was approximately $16.3 million, an increase of $0.3 million, from the three months ended March 31, 2007 primarily due to an approximate $96.8 million increase in our average debt outstanding due to new acquisitions, and our development and redevelopment programs. The increase in interest expense was partially offset by a decrease in average borrowing cost for the quarter from 5.53% for the first quarter of 2007 to 5.12% for the first quarter of 2008.

In the three months ended March 31, 2007, Mid-America benefited from gains totaling approximately $6.4 million due to the sale of a joint venture property and a resultant incentive fee. No properties were sold during the first quarter of 2008.

Primarily as a result of the foregoing, net income decreased by approximately $3.6 million in the first quarter of 2008 from the first quarter of 2007.

Funds From Operations and Net Income

Funds from operations, or FFO, represents net income (computed in accordance with GAAP), excluding extraordinary items, minority interest in Operating Partnership income, gains or losses on disposition of real estate assets, plus depreciation of real estate, and adjustments for joint ventures to reflect FFO on the same basis. This definition of FFO is in accordance with the National Association of Real Estate Investment Trust’s, or NAREIT, definition.  Disposition of real estate assets includes sales of discontinued operations as well as proceeds received from insurance and other settlements from property damage.

In response to the Securities and Exchange Commission’s Staff Policy Statement relating to Emerging Issues Task Force Topic D-42 concerning the calculation of earnings per share for the redemption of preferred stock, we include the amount charged to retire preferred stock in excess of carrying values in our FFO calculation.

Mid-America’s policy is to expense the cost of interior painting, vinyl flooring, and blinds as incurred for stabilized properties. During the stabilization period for acquisition properties, these items are capitalized as part of the total repositioning program of newly acquired properties, and thus are not deducted in calculating FFO.

FFO should not be considered as an alternative to net income or any other GAAP measurement of performance, as an indicator of operating performance, or as an alternative to cash flow from operating, investing, and financing activities as a measure of liquidity. We believe that FFO is helpful to investors in understanding our operating performance in that such calculation excludes depreciation expense on real estate assets. We believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. Our calculation of FFO may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs.

The following table is a reconciliation of FFO to net income for the three month periods ended March 31, 2008, and 2007 (dollars and shares in thousands):
 

     
Three months
     
ended March 31,
     
2008
 
2007
Net income
 
 $    7,679
 
 $    11,324
Depreciation of real estate assets
 
        21,961
 
       20,971
Net gains on insurance and other settlement proceeds
 
           (128)
 
           (510)
Gain on dispositions within real estate joint ventures
 
                -
 
      (5,387)
Depreciation of real estate assets of
       
 
discontinued operations
 
                -
 
             133
Loss on sale of discontinued operations
 
              59
 
                -
Depreciation of real estate assets of
       
 
real estate joint ventures
 
              95
 
               14
Preferred dividend distribution
 
       (3,216)
 
       (3,491)
Minority interest in operating partnership income
 
            532
 
         1,038
Funds from operations
 
 $  26,982
 
 $  24,092
           
Weighted average shares and units:
       
 
Basic
 
      28,052
 
      27,576
 
Diluted
 
       28,180
 
      27,778

FFO for the three month period ended March 31, 2008 increased primarily as the result of recently acquired properties and improved performance from existing properties.

Trends

During the first quarter of 2008, rental demand for apartments continued to improve throughout most of Mid-America’s markets. Our same store portfolio (properties we have held for at least a year after initial lease-up) reported an average revenue growth of 3.8% over the first quarter of 2007. Same store revenue growth was also up an average of 0.7% over the fourth quarter of 2007.  Exceptional performers were markets in Texas and Tennessee. Following several years of rapid growth, markets in Florida did not perform as well.

Job formation, which is the primary driver of demand by apartment residents, continued in most of our markets. On the supply side, new apartment construction continued to be limited, as in most markets, rents have yet to rise sufficiently to offset the rapid run-up of costs of new construction over the last five years. Competition from condominiums reverting back to being rental units, or new condominiums being converted to rental, was not a major factor in most of our markets because most of our markets and submarkets have not been primary areas for condominium development. We have found the same to be true for rental competition from single family homes. We have avoided committing a significant amount of capital to markets where most of the excessive inflation in house prices has occurred. We are seeing rental competition from condominiums and single family houses in only a few submarkets.

The primary reason that our residents leave us is to buy a house, but we have seen that reason as a percent of total move-outs drop over the past nine months. Analysts point out that homeownership increased from 65% to almost 69% of households over the past ten years, driven primarily by the availability of new mortgage products, many requiring no down-payment and minimal credit reporting. With a reversion of mortgage underwriting back to more traditional standards, it is possible that a long-term correction will occur, and that home ownership may return to more sustainable levels. This could be quite significant for the apartment business, and we believe, if this occurs, it could benefit us for several years.

While it seems possible that we will face slower economic growth as a result of reduced liquidity in the economy, we think that the supply of new apartments is not excessive, and that positive absorption of apartments will occur for most of our markets for the next two or three years. Should the economy fall into recession, the limited new supply of apartments and the more controlled competition from single family housing should lessen the impact.

Liquidity and Capital Resources

Net cash flow provided by operating activities increased by approximately $11.1 million from $20.1 million in the first quarter of 2007 to $31.2 million in the first quarter of 2008 mainly as a result of cash from improved existing and new property operations.

Net cash used in investing activities increased by approximately $44.8 million during the first quarter of 2008 to $45.8 million from $1.0 million in the first quarter of 2007 mainly related to acquisition and disposition activities. In the first quarter of 2008, Mid-America had cash outflows of $23.5 million for a wholly owned acquisition and $6.8 million representing Mid-America’s share of two acquisitions purchased by Mid-America Multifamily Fund I, LLC, or Fund I, Mid-America’s joint venture. In the first quarter of 2007, Mid-America received $9.9 million from the sale of a joint venture property and a resultant incentive fee.

The first quarter of 2008 provided $4.4 million from financing activities compared to $18.3 million used by financing activities in the first quarter of 2007, an increase of $22.7 million. This change was mainly due to the net change in our credit lines resulting from property acquisitions.

The weighted average interest rate at March 31, 2008 for the $1.3 billion of debt outstanding was 5.1%, compared to the weighted average interest rate of 5.6% on $1.2 billion of debt outstanding at March 31, 2007. Mid-America utilizes both conventional and tax exempt debt to help finance its activities. Borrowings are made through individual property mortgages as well as company-wide secured credit facilities. We utilize fixed rate borrowings, interest rate swaps and interest rate caps to manage our current and future interest rate risk. More details on our borrowings can be found in the schedule presented later in this section.

At March 31, 2008, Mid-America had secured credit facility relationships with Prudential Mortgage Capital which are credit enhanced by the Federal National Mortgage Association, or FNMA, Federal Home Loan Mortgage Corporation, or Freddie MAC, and a group of banks led by AmSouth Bank. Together, these credit facilities provided a total borrowing capacity of $1.4 billion and availability to borrow of $1.3 billion at March 31, 2008. Mid-America had total borrowings outstanding under these credit facilities of $1.1 billion at March 31, 2008.

Approximately 71% of Mid-America’s outstanding obligations at March 31, 2008 were borrowed through facilities with/or credit enhanced by FNMA, also referred to as the FNMA Facilities. The FNMA Facilities have a combined line limit of $1.0 billion, practically all of which was available to borrow at March 31, 2008. Mid-America had total borrowings outstanding under the FNMA Facilities of approximately $901 million at March 31, 2008. Various traunches of the FNMA Facilities mature from 2011 through 2018. The FNMA Facilities provide for both fixed and variable rate borrowings. The interest rate on the majority of the variable portion renews every 90 days and is based on the FNMA Discount Mortgage Backed Security, or DMBS, rate on the date of renewal, which has typically approximated three-month LIBOR less an average spread of 0.05% - 0.07% over the life of the FNMA Facilities, plus a credit enhancement fee of 0.62% to 0.795%.  In December 2007, however, the spread between three-month LIBOR and DMBS increased up to 0.57%. While we feel this recent increase is an anomaly and believe that this spread will return to more historic levels, Mid-America cannot forecast when or if the uncertainty and volatility in the market may change.

Each of Mid-America’s secured credit facilities is subject to various covenants and conditions on usage, and is subject to periodic re-evaluation of collateral. If we were to fail to satisfy a condition to borrowing, the available credit under one or more of the facilities could not be drawn, which could adversely affect our liquidity. In the event of a reduction in real estate values the amount of available credit could be reduced. Moreover, if we were to fail to make a payment or violate a covenant under a credit facility, after applicable cure periods, one or more of our lenders could declare a default, accelerate the due date for repayment of all amounts outstanding and/or foreclose on properties securing such facilities. Any such event could have a material adverse effect.

As of March 31, 2008, Mid-America had entered into interest rate swaps totaling a notional amount of $828 million. To date, these swaps have proven to be highly effective hedges. We also had interest rate cap agreements totaling a notional amount of approximately $47 million as of March 31, 2008.

Summary details of the debt outstanding at March 31, 2008 follows in the table below (dollars in thousands):
 


               
Outstanding
           
               
Balance/
 
Average
 
Average
 
Average
       
Line
 
Line
 
Notional
 
Interest
 
Rate
 
Contract
       
Limit
 
Availability
 
Amount
 
Rate
 
Maturity
 
Maturity
                             
COMBINED DEBT
                       
Fixed Rate or Swapped
                       
 
Conventional
         
 $         966,947
 
5.6%
 
2/15/2012
 
2/15/2012
 
Tax Exempt
         
               73,205
 
4.5%
 
3/8/2013
 
3/8/2013
   
Subtotal Fixed Rate or Swapped
         
           1,040,152
 
5.5%
 
3/14/2012
 
3/14/2012
Variable Rate
                       
 
Conventional
         
              179,740
 
3.4%
 
5/28/2008
 
11/27/2013
 
Tax Exempt
         
                 4,760
 
3.7%
 
3/31/2008
 
6/1/2028
 
Conventional - Capped
         
                17,936
 
3.6%
 
11/13/2009
 
11/13/2009
 
Tax Exempt - Capped
         
                29,185
 
3.1%
 
3/26/2011
 
3/26/2011
   
Subtotal Variable Rate
         
              231,621
 
3.4%
 
5/21/2008
 
4/4/2014
Total Combined Debt Outstanding
         
 $ 1,271,773
 
5.1%
 
7/4/2011
 
7/29/2012
                             
UNDERLYING DEBT
                       
Individual Property Mortgages/Bonds
                       
 
Conventional Fixed Rate
         
 $          109,947
 
5.1%
 
11/8/2014
 
11/8/2014
 
Tax Exempt Fixed Rate
         
                 11,875
 
5.2%
 
12/1/2028
 
12/1/2028
 
Tax Exempt Variable Rate
         
                 4,760
 
3.7%
 
3/31/2008
 
6/1/2028
FNMA Credit Facilities
                       
 
Tax Free Borrowings
 
 $       90,515
 
 $        90,515
 
                90,515
 
3.1%
 
4/15/2008
 
3/1/2014
 
Conventional Borrowings
                       
   
Fixed Rate Borrowings
 
        90,000
 
         90,000
 
              90,000
 
7.5%
 
7/1/2009
 
7/1/2009
   
Variable Rate Borrowings
 
      863,914
 
       847,234
 
             720,318
 
3.4%
 
5/29/2008
 
3/9/2015
Subtotal FNMA Facilities
 
   1,044,429
 
     1,027,749
 
            900,833
 
3.7%
 
7/3/2008
 
7/7/2014
Freddie Mac Credit Facility I
 
      100,000
 
         96,404
 
              96,404
 
3.1%
 
6/7/2008
 
7/1/2011
Freddie Mac Credit Facility II
 
     200,000
 
          97,725
 
                97,725
 
2.9%
 
5/23/2008
 
6/2/2014
AmSouth Credit Facility
 
        50,000
 
         42,794
 
               10,848
 
4.6%
 
4/30/2008
 
5/24/2008
Union Planters Bank
         
               39,381
 
4.1%
 
5/31/2008
 
4/1/2009
Total Underlying Debt Outstanding
         
 $ 1,271,773
 
3.7%
 
3/23/2009
 
4/12/2014
                             
HEDGING INSTRUMENTS
                       
Interest Rate Swaps
                       
 
LIBOR indexed
         
 $          767,000
 
5.4%
 
12/30/2011
   
 
BMA indexed
         
               61,330
 
4.4%
 
2/20/2010
   
Total Interest Rate Swaps
         
 $         828,330
 
5.3%
 
11/10/2011
   
                             
Interest Rate Caps
                       
 
LIBOR indexed
         
 $             17,936
 
6.2%
 
11/13/2009
   
 
BMA indexed
         
                29,185
 
6.0%
 
3/26/2011
   
Total Interest Rate Caps
         
 $              47,121
 
6.1%
 
9/17/2010
   

Mid-America believes that it has adequate resources to fund its current operations, annual refurbishment of its properties, and incremental investment in new apartment properties. We rely on the efficient operation of the financial markets to finance debt maturities, and are also heavily reliant on the creditworthiness of FNMA, which provided credit enhancement for approximately $901 million of our debt as of March 31, 2008. The interest rate market for FNMA DMBS, which in our experience is highly correlated with three-month LIBOR interest rates, is also an important component of our liquidity and interest rate swap effectiveness. In the event that the FNMA DMBS market becomes less efficient, or the credit of FNMA becomes impaired, we would seek alternative sources of debt financing.

For the three months ended March 31, 2008, Mid-America’s net cash provided by operating activities was in excess of covering funding improvements to existing real estate assets, distributions to unitholders, and dividends paid on common and preferred shares by approximately $4.7 million. This compares to a shortfall of approximately $3.3 million for the same period in 2007. While Mid-America has sufficient liquidity to permit distributions at current rates through additional borrowings, if necessary, any significant deterioration in operations could result in our financial resources being insufficient to pay distributions to shareholders at the current rate, in which event we would be required to reduce the distribution rate.

The following table reflects Mid-America’s total contractual cash obligations which consists of its long-term debt and operating leases as of March 31, 2008, (dollars in thousands):


Contractual
                           
Obligations (1)
 
2008
 
2009
 
2010
 
2011
 
2012
 
Thereafter
 
Total
Long-Term Debt (2)
 
 $          98,121
 
 $         106,113
 
 $          1,828
 
 $        176,962
 
 $          2,036
 
 $        886,713
 
 $          1,271,773
Fixed Rate or
                           
 
Swapped Interest (3)
 
            35,667
 
              41,712
 
          33,654
 
            26,387
 
            18,359
 
             32,941
 
               188,720
Operating Lease
 
                       7
 
                       7
 
                     7
 
                       6
 
                      5
 
                      -
 
                        32
 
Total
 
 $ 133,795
 
 $ 147,832
 
 $ 35,489
 
 $ 203,355
 
 $ 20,400
 
 $ 919,654
 
 $ 1,460,525
                               
(1) Fixed rate and swapped interest are shown in this table. The average interest rates of variable rate debt are shown in
           
 
the preceeding table.
                           
(2) Represents principal payments.
                       
(3) Swapped interest is subject to the ineffective portion of cash flow hedges as described in Note 7 to the financial statements.
       

 
Off-Balance Sheet Arrangements

At March 31, 2008, and 2007, Mid-America did not have any relationships with unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Mid-America’s two joint ventures with Crow Holdings (one terminated in 2005 and one in 2007) were established to acquire approximately $200 million of multifamily properties and to enhance Mid-America’s return on investment through the generation of fee income. Mid-America Multifamily Fund I, LLC, was established to acquire $500 million of apartment communities with redevelopment upside offering value creation opportunity through capital improvements, operating enhancements and restructuring in-place financing. In addition, Mid-America does not engage in trading activities involving non-exchange traded contracts. As such, Mid-America is not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships. Mid-America does not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with Mid-America or our related parties other than those disclosed in Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 14 in our 2007 Annual Report of Form 10-K.

Mid-America’s investments in our real estate joint ventures are unconsolidated and are recorded on the equity method as Mid-America does not have a controlling interest.

Insurance

Mid-America renegotiated our insurance programs effective July 1, 2007. Management believes that the property and casualty insurance program in place provides appropriate insurance coverage for financial protection against insurable risks such that any insurable loss experienced would not have a significant impact on Mid-America’s liquidity, financial position or results of operation. Management expects to obtain a reduction in annual policy premiums of approximately $1.5 million from the renegotiated programs when compared to the higher rates experienced after the July 1, 2006 renewal.

Inflation

Substantially all of the resident leases at our communities allow, at the time of renewal, for adjustments in the rent payable hereunder, and thus may enable us to seek rent increases. Almost all leases are for one year or less. The short-term nature of these leases generally serves to reduce the risk of the adverse effects of inflation.

Impact of Recently Issued Accounting Standards

In September 2006, the FASB issued Statement No. 157 Fair Value Measurements, or Statement 157. Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Statement 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  FASB Staff Position No. FAS 157-2 Effective Date of FASB Statement 157, or FSP 157-2, delays the effective date of Statement 157 for nonfinancial assets and nonfinancial liabilities except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  For these items, the effective date will be for fiscal years beginning after November 15, 2008.  Mid-America adopted Statement 157 effective January 1, 2008. Management does not believe the adoption has had or will have a material impact on our consolidated financial condition or results of operations taken as a whole.

On December 4, 2007, the FASB issued Statement No. 141 (Revised 2007), Business Combinations, or Statement 141R. Statement 141R will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. Statement 141R will change the accounting treatment for certain specific items, including acquisition costs which will generally be expensed as incurred.  This will have a material impact on the way Mid-America accounts for property acquisitions and therefore will have a material impact on Mid-America’s financial statements.  Statement 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

On December 4, 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51, or Statement 160. Statement 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  This will impact the financial statement presentation of Mid-America by requiring the minority interests in the operating partnership to be presented as a non-controlling interest as a component of equity.  Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.

On March 19, 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement 133, or Statement 161. Statement 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments and how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows.  Statement 161 is effective for fiscal years and interim periods beginning after November 15, 2008.

Item 3.              Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate changes associated with our credit facilities and other variable rate debt as well as refinancing risk on our fixed rate debt. Mid-America’s involvement with derivative financial instruments is limited to managing our exposure to changes in interest rates and we do not expect to use them for trading or other speculative purposes.

There have been no material changes in Mid-America’s market risk as disclosed in the 2007 Annual Report on Form 10-K except for the changes as discussed under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the “Liquidity and Capital Resources” section, which is incorporated by reference herein.

Item 4.             Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The management of Mid-America, under the supervision and with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to Mid-America management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of March 31, 2008, (the end of the period covered by this Quarterly Report on Form 10-Q).

Changes in Internal Controls

During the three months ended March 31, 2008, there were no changes in Mid-America’s internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, Mid-America’s internal control over financial reporting.

Item 4T.         Controls and Procedures
Not applicable

PART II – OTHER INFORMATION

Item 1.            Legal Proceedings
None.

Item 1A.         Risk Factors

We have identified the following additional risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations.  Investors should carefully consider the risks described below before making an investment decision.  Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition could suffer, the market price of our common stock could decline and you could lose all or part of your investment in our common stock.

We have marked with an asterisk (*) those risks described below that reflect substantive changes from the risks described under Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2008.

Failure to Generate Sufficient Cash Flows Could Limit our Ability to Pay Distributions to Shareholders

Mid-America’s ability to generate sufficient cash flow in order to pay common dividends to our shareholders depends on our ability to generate funds from operations in excess of capital expenditure requirements and preferred dividends, and/or to have access to the markets for debt and equity financing. Funds from operations and the value of Mid-America’s apartment communities may be insufficient because of factors which are beyond our control. Such events or conditions could include:

·  
competition from other apartment communities;
·  
overbuilding of new apartment units or oversupply of available apartment units in Mid-America’s markets, which might adversely affect apartment occupancy or rental rates and/or require rent concessions in order to lease apartment units;
·  
conversion of condominiums and single family houses to rental use;
·  
increases in operating costs (including real estate taxes and insurance premiums) due to inflation and other factors, which may not be offset by increased rents;
·  
inability to rent apartments on favorable economic terms;
·  
changes in governmental regulations and the related costs of compliance;
·  
changes in tax laws and housing laws including the enactment of rent control laws or other laws regulating multifamily housing;
·  
an uninsured loss, resulting from a catastrophic storm or act of terrorism;
·  
changes in interest rate levels and the availability of financing, which could lead renters to purchase homes (if interest rates decrease and home loans are more readily available) or increase Mid-America’s acquisition and operating costs (if interest rates increase and financing is less readily available);
·  
weakness in the overall economy which lowers job growth and the associated demand for apartment housing; and
·  
the relative illiquidity of real estate investments.

At times, Mid-America relies on external funding sources to fully fund the payment of distributions to shareholders and our capital investment program (including our existing property expansion developments). While Mid-America has sufficient liquidity to permit distributions at current rates through additional borrowings if necessary, any significant and sustained deterioration in operations could result in our financial resources being insufficient to pay distributions to shareholders at the current rate, in which event Mid-America would be required to reduce the distribution rate. Any decline in Mid-America’s funds from operations could adversely affect Mid-America’s ability to make distributions to our shareholders or to meet our loan covenants and could have a material adverse effect on
Mid-America’s stock price.

Mid-America’s Financing Could be Impacted by Negative Capital Market Conditions.

Recently, domestic financial markets have experienced unusual volatility and uncertainty. While this condition has occurred most visibly within the “subprime” mortgage lending sector of the credit market, liquidity has tightened in overall domestic financial markets, including the investment grade debt and equity capital markets. Consequently, there is greater risk that the financial institutions Mid-America does business with could experience disruptions that would negatively affect our current financing program.
 
Debt Level, Refinancing and Loan Covenant Risk May Adversely Affect Financial Condition and Operating Results and Our Ability to Maintain Our Status as a REIT *

At March 31, 2008, Mid-America had total debt outstanding of $1.3 billion. Payments of principal and interest on borrowings may leave Mid-America with insufficient cash resources to operate the apartment communities or pay distributions that are required to be paid in order for Mid-America to maintain our qualification as a REIT. Mid-America currently intends to limit our total debt to approximately 60% of the undepreciated book value of our assets, although our charter and bylaws do not limit our debt levels. Circumstances may cause Mid-America to exceed that target from time-to-time. As of March 31, 2008, Mid-America’s ratio of debt to undepreciated book value was approximately 53%. Mid-America’s Board of Directors can modify this policy at any time which could allow Mid-America to become more highly leveraged and decrease our ability to make distributions to our shareholders. In addition, Mid-America must repay its debt upon maturity, and the inability to access debt or equity capital at attractive rates could adversely affect Mid-America’s financial condition and/or our funds from operations. Mid-America relies on FNMA and Freddie Mac, which we refer to as the agencies, for the majority of our debt financing and has agreements with the agencies and with other lenders that require us to comply with certain covenants. The breach of any one of these covenants would place Mid-America in default with our lenders and may have serious consequences on the operations of Mid-America.

Variable Interest Rates May Adversely Affect Funds from Operations*

At March 31, 2008, effectively $185 million of Mid-America’s debt bore interest at a variable rate and was not hedged by interest rate swaps or caps. Mid-America may incur additional debt in the future that also bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase, which would adversely affect Mid-America’s funds from operations and the amounts available to pay distributions to shareholders. Mid-America’s $1.0 billion secured credit facilities with Prudential Mortgage Capital, credit enhanced by FNMA, are predominately floating rate facilities. Mid-America also has credit facilities with Freddie Mac totaling $300 million which are variable rate facilities. At March 31, 2008, a total of $1.1 billion was outstanding under these facilities. These facilities represent the majority of the variable interest rates Mid-America was exposed to at March 31, 2008. Large portions of the interest rates on these facilities have been hedged by means of a number of interest rate swaps and caps. Upon the termination of these swaps and caps, Mid-America will be exposed to the risks of varying interest rates.

Interest Rate Hedging may be Ineffective*

Mid-America relies on the financial markets to refinance debt maturities, and also is heavily reliant on the creditworthiness of FNMA, which provides credit enhancement for approximately $901 million of Mid-America’s debt. The interest rate market for FNMA Discount Mortgage Backed Securities, or DMBS, which in Mid-America’s experience is highly correlated with three-month LIBOR interest rates, is also an important component of Mid-America’s liquidity and interest rate swap effectiveness.

Typically, for the credit facility we have with FNMA, the DMBS rate has approximated three-month LIBOR less an average spread of 0.05% - 0.07% over the life of the facility. We also pay a credit enhancement fee of 0.62% to 0.795%. In September 2007, however, the spread between three-month LIBOR and DMBS increased significantly, and peaked at 0.57% in December before dropping back to 0.26% in March 2008. While we believe that the current market illiquidity is an anomaly and that this spread will return to more historic levels, Mid-America cannot forecast when or if the uncertainty and volatility in the market may change. Continued unusual volatility could cause us to lose hedge accounting treatment for our interest rate swaps, resulting in material changes to our consolidated statements of operations and balance sheets, and potentially cause a breach with one of our debt covenants.
 
Issuances of Additional Debt or Equity May Adversely Impact Our Financial Condition

Our capital requirements depend on numerous factors, including the occupancy rates of our apartment communities, dividend payment rates to our shareholders, development and capital expenditures, costs of operations and potential acquisitions. Mid-America cannot accurately predict the timing and amount of our capital requirements. If our capital requirements vary materially from our plans, Mid-America may require additional financing sooner than anticipated. Accordingly, Mid-America could become more leveraged, resulting in increased risk of default on our obligations and in an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.

Increasing Real Estate Taxes and Insurance Costs May Negatively Impact Financial Condition

As a result of Mid-America’s substantial real estate holdings, the cost of real estate taxes and insuring its apartment communities is a significant component of expense. Real estate taxes and insurance premiums are subject to significant increases and fluctuations which can be widely outside of the control of Mid-America. If the costs associated with real estate taxes and insurance should rise, Mid-America’s financial condition could be negatively impacted and Mid-America’s ability to pay our dividend could be affected.

Losses from Catastrophes May Exceed Our Insurance Coverage

Mid-America carries comprehensive liability and property insurance on our communities, and intends to obtain similar coverage for communities we acquire in the future. Some losses, generally of a catastrophic nature, such as losses from floods, hurricanes or earthquakes, are subject to limitations, and thus may be uninsured. Mid-America exercises our discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance on our investments at a reasonable cost and on suitable terms. If Mid-America suffers a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed.

Property Insurance Limits May be Inadequate and Deductibles May be Excessive in the Event of a Catastrophic Loss or a Series of Major Losses, and May Cause a Breach of a Loan Covenant

Mid-America has a significant proportion of our assets in areas exposed to windstorms and to the New Madrid earthquake zone. A major wind or earthquake loss, or series of losses, could require that Mid-America pay significant deductibles as well as additional amounts above the per occurrence limit of Mid-America’s insurance for these risks. Mid-America may then be judged to have breached one or more of our loan covenants, and any of the foregoing events could have a material adverse effect on Mid-America’s assets, financial condition, and results of operation.

Mid-America is dependent on Key Personnel

Our success depends in part on our ability to attract and retain the services of executive officers and other personnel. There is substantial competition for qualified personnel in the real estate industry and the loss of several of our key personnel could have an adverse effect on us.

New Acquisitions May Fail to Perform as Expected and Failure to Integrate Acquired Communities and New Personnel Could Create Inefficiencies

Mid-America intends to actively acquire and improve multifamily communities for rental operations. Mid-America may underestimate the costs necessary to bring an acquired community up to standards established for our intended market position. Additionally, to grow successfully, Mid-America must be able to apply our experience in managing our existing portfolio of apartment communities to a larger number of properties. Mid-America must also be able to integrate new management and operations personnel as our organization grows in size and complexity. Failures in either area will result in inefficiencies that could adversely affect our overall profitability.

Mid-America May Not Be Able To Sell Communities When Appropriate

Real estate investments are relatively illiquid and generally cannot be sold quickly. Mid-America may not be able to change our portfolio promptly in response to economic or other conditions. This inability to respond promptly to changes in the performance of our investments could adversely affect our financial condition and ability to make distributions to our security holders.

Environmental Problems are Possible and Can be Costly

Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum product releases at such community. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. All of our communities have been the subject of environmental assessments completed by qualified independent environmental consultant companies. These environmental assessments have not revealed, nor is Mid-America aware of, any environmental liability that our management believes would have a material adverse effect on our business, results of operations, financial condition or liquidity. Over the past several years, there have been an increasing number of lawsuits against owners and managers of multifamily properties alleging personal injury and property damage caused by the presence of mold in residential real estate.

Some of these lawsuits have resulted in substantial monetary judgments or settlements. Mid-America cannot be assured that existing environmental assessments of our communities reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to Mid-America, or that a material environmental condition does not otherwise exist.

Compliance or Failure to Comply with Laws Requiring Access to Our Properties by Disabled Persons Could Result in Substantial Cost

The Americans with Disabilities Act, the Fair Housing Act of 1988 and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require Mid-America to modify our existing communities. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require Mid-America to add other structural features that increase our construction costs. Legislation or regulations adopted in the future may impose further burdens or restrictions on Mid-America with respect to improved access by disabled persons. Mid-America cannot ascertain the costs of compliance with these laws, which may be substantial.

Our Ownership Limit Restricts the Transferability of Our Capital Stock

Our charter limits ownership of our capital stock by any single shareholder to 9.9% of the value of all outstanding shares of our capital stock, both common and preferred. The charter also prohibits anyone from buying shares if the purchase would result in our losing REIT status. This could happen if a share transaction results in fewer than 100 persons owning all of our shares or in five or fewer persons, applying certain broad attribution rules of the Internal Revenue Code of 1986, as amended, or the Code, owning 50% or more of our shares. If you acquire shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs, we:

·  
will consider the transfer to be null and void;
·  
will not reflect the transaction on our books;
·  
may institute legal action to enjoin the transaction;
·  
will not pay dividends or other distributions with respect to those shares;
·  
will not recognize any voting rights for those shares;
·  
will consider the shares held in trust for our benefit; and
·  
will either direct you to sell the shares and turn over any profit to us, or we will redeem the shares. If we redeem the shares, you will be paid a price equal to the lesser of:
1.  
the price you paid for the shares; or
2.  
the average of the last reported sales prices on the New York Stock Exchange on the ten trading days immediately preceding the date fixed for redemption by our Board of Directors.

If you acquire shares in violation of the limits on ownership described above:
·  
you may lose your power to dispose of the shares;
·  
you may not recognize profit from the sale of such shares if the market price of the shares increases; and
·  
you may be required to recognize a loss from the sale of such shares if the market price decreases.

Provisions of Our Charter and Tennessee Law May Limit the Ability of a Third Party to Acquire Control of Us

Ownership Limit

The 9.9% ownership limit discussed above may have the effect of precluding acquisition of control of us by a third party without the consent of our Board of Directors.

Preferred Stock

Our charter authorizes our Board of Directors to issue up to 20,000,000 shares of preferred stock. The Board of Directors may establish the preferences and rights of any preferred shares issued. The issuance of preferred stock could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our shareholders’ best interests. Currently, we have 6,200,000 shares of 8.30% Series H Cumulative Redeemable Preferred Stock issued and outstanding.

Tennessee Anti-Takeover Statutes

As a Tennessee corporation, we are subject to various legislative acts, which impose restrictions on and require compliance with procedures designed to protect shareholders against unfair or coercive mergers and acquisitions. These statutes may delay or prevent offers to acquire us and increase the difficulty of consummating any such offers, even if our acquisition would be in our shareholders’ best interests.

Our Investments in Joint Ventures May Involve Risks

Investments in joint ventures may involve risks which may not otherwise be present in our direct investments such as:

·  
the potential inability of our joint venture partner to perform;
·  
the joint venture partner may have economic or business interests or goals which are inconsistent with or adverse to ours;
·  
the joint venture partner may take actions contrary to our requests or instructions or contrary to our objectives or policies; and
·  
the joint venturers may not be able to agree on matters relating to the property they jointly own.

Although each joint owner will have a right of first refusal to purchase the other owner’s interest, in the event a sale is desired, the joint owner may not have sufficient resources to exercise such right of first refusal.

Failure to Qualify as a REIT Would Cause Mid-America to be Taxed as a Corporation

If Mid-America fails to qualify as a REIT for federal income tax purposes, Mid-America will be taxed as a corporation. The Internal Revenue Service may challenge our qualification as a REIT for prior years, and new legislation, regulations, administrative interpretations or court decisions may change the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification. For any taxable year that Mid-America fails to qualify as a REIT, Mid-America would be subject to federal income tax on our taxable income at corporate rates, plus any applicable alternative minimum tax. In addition, unless entitled to relief under applicable statutory provisions, Mid-America would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. This treatment would reduce our net earnings available for investment or distribution to shareholders because of the additional tax liability for the year or years involved. In addition, distributions would no longer qualify for the dividends paid deduction nor be required to be made in order to preserve REIT status. Mid-America might be required to borrow funds or to liquidate some of our investments to pay any applicable tax resulting from our failure to qualify as a REIT.

Failure to Make Required Distributions Would Subject Mid-America to Income Taxation

In order to qualify as a REIT, each year Mid-America must distribute to stockholders at least 90% of its REIT taxable income (determined without regard to the dividend paid deduction and by excluding net capital gains). To the extent that Mid-America satisfies the distribution requirement, but distributes less than 100% of taxable income, it will be subject to federal corporate income tax on the undistributed income. In addition, Mid-America will incur a 4% nondeductible excise tax on the amount, if any, by which the distributions in any year are less than the sum of:

·  
85% of ordinary income for that year;
·  
95% of capital gain net income for that year; and
·  
100% of undistributed taxable income from prior years.

Differences in timing between the recognition of income and the related cash receipts or the effect of required debt
amortization payments could require Mid-America to borrow money or sell assets to pay out enough of the taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4% nondeductible excise tax in a particular year.

Complying with REIT Requirements May Cause Mid-America to Forgo Otherwise Attractive Opportunities or Engage in Marginal Investment Opportunities

To qualify as a REIT for federal income tax purposes, Mid-America must continually satisfy tests concerning, among other things, the sources of income, the nature and diversification of assets, the amounts distributed to shareholders and the ownership of Mid-America’s stock. In order to meet these tests, Mid-America may be required to forgo attractive business or investment opportunities or engage in marginal investment opportunities. Thus, compliance with the REIT requirements may hinder Mid-America’s ability to operate solely on the basis of maximizing profits.
 
 
Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.           Defaults Upon Senior Securities
None.

Item 4.           Submission of Matters to a Vote of Security Holders
None

Item 5.           Other Information
None.

Item 6.           Exhibits
(a)  
The following exhibits are filed as part of this report.

Exhibit Number
Exhibit Description
10.1
Fourth Amendment to Amended and Restated Revolving Credit Agreement (AmSouth) dated July 16, 2007
10.2
Fourteenth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., dated December 28, 2006
10.3
Eighteenth Amendment to Second Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., and Mid-America Apartments, L.P., dated January 30, 2008
10.4
Ninth Amendment to Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P., dated December 28, 2006
10.5
Thirteenth Amendment to Third Amended and Restated Master Credit Facility Agreement by and among Prudential Multifamily Mortgage, Inc., Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P. and Mid-America Apartments of Texas, L.P., dated January 30, 2008
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 



 
 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
MID-AMERICA APARTMENT COMMUNITIES, INC.
   
Date:  May 1, 2008
By: /s/Simon R.C. Wadsworth
 
Simon R.C. Wadsworth
 
Executive Vice President and
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)




 
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Section 2: EX-10.1 (MAA EXHIBIT 10.1 FORM 10-Q 1Q08)

ex10_1.htm
FOURTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
 
This Fourth Amendment to Amended and Restated Revolving Credit Agreement (this "Amendment") is executed as of July 16, 2007, among Mid-America Apartment Communities, Inc. ("MAAC"), Mid-America Apartments, L.P. ("Mid-America"), the financial institutions listed on Schedule 1, as amended or supplemented from time to time (the "Lenders"), and Regions Bank, an Alabama banking corporation and the successor-by-merger to AmSouth Bank, as Administrative Agent for the Lenders, its successors and assigns (in such capacity, the "Administrative Agent").
 
Recitals
 
A.           MAAC, Mid-America, certain Lenders and the Administrative Agent entered into that certain Amended and Restated Revolving Credit Agreement dated as of July 17, 2003, as amended by that certain First Amendment to Amended and Restated Revolving Credit Agreement dated as of May 19, 2004, as amended further by that certain Second Amendment to Amended and Restated Revolving Credit Agreement dated as of May 23, 2005, and as amended further by that certain Third Amendment to Amended and Restated Revolving Credit Agreement dated as of June 21, 2006 (as it may be amended further from time to time, the "Agreement").  Unless otherwise defined in this Amendment, capitalized terms shall have the meaning assigned to them in the Agreement.
 
B.           The Borrowers have requested that the Agreement be amended to extend the Maturity Date defined in the Agreement and to amend certain other terms.
 
C.           The parties to the Agreement desire to execute this Amendment to evidence the extension of the Maturity Date and the modification of certain other provisions set forth in the Agreement.
 
Agreement
 
NOW, THEREFORE, in consideration of the above Recitals, the parties hereby agree as follows:
 
          1.           Section 1.1 of the Agreement is hereby amended by replacing the amount of "Forty Million Dollars ($40,000,000.00)" with the amount of "Fifty Million Dollars ($50,000,000.00)."  The parties agree that the Aggregate Commitment is being increased to $50,000,000.00 on the date hereof.
 
          2.           Section 1.3 of the Agreement is hereby amended by deleting the figure "$40,000,000.00" and replacing it with the figure "$50,000,000.00."
 
          3.           The first three lines of Section 1.12 of the Agreement are hereby deleted in their entirety and replaced with the following:  "Each Eurodollar Loan shall have an Interest Period of one (1) day, thirty (30) days or sixty (60) days (the "Interest Period") as the Borrowers specify in the applicable Borrowing or Conversion Notice, except that:".
 
           4.           The introductory sentence and subsections (a) and (b) of Section 1.13 of the Agreement are hereby deleted in their entirety and replaced with the following:
 
1.13.       Interest
 
For each Loan (including Advances under the Swing Line Facility), the Borrowers may elect that such Loan accrue interest at either the Base Rate or the Eurodollar Rate.
 
 
(a)
Each Eurodollar Loan shall bear interest at the Eurodollar Rate on its unpaid principal amount from the first to the last day in its applicable Interest Period.  Accrued interest shall be payable on Eurodollar Loans on the last day of the applicable Interest Period unless the Eurodollar Loan has an Interest Period of one (1) day, in which case accrued interest thereon shall be payable on the first day of each month.
 
 
(b)
Each Base Rate Loan shall bear interest at the Base Rate minus 100 basis points on its unpaid principal amount from the date such Loan is made until repaid.  Accrued interest shall be payable on Base Rate Loans on the first day of each month.
 
    5.            Section 2.6 of the Agreement is hereby deleted in its entirety and replaced with the following:
 
2.6.           Increase in Aggregate Commitment Amount
 
So long as no Default has occurred and is continuing, the Borrower shall have the right from time to time to increase the Aggregate Commitment up to a maximum of $60,000,000.00 by obtaining Regions Bank’s written approval, at Regions Bank’s sole discretion. Such increase in the Aggregate Commitment shall be made solely by Regions Bank. At such time as the increase in the Aggregate Commitment is made by Regions Bank, (i) this Agreement shall be amended accordingly to reflect the revised Aggregate Commitment and revised Proportionate Share of each Lender and (ii) a new Note in the amount of such increase shall be executed by the Borrowers in favor of Regions Bank. In no event shall the Aggregate Commitment exceed $60,000,000.00 without the prior written approval of all of the Lenders.
 
6.           Section 6.8(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

 
(e)
Fail to maintain at all times a consolidated Tangible Net Worth which is not less than Eight Hundred Fifty Million Dollars ($850,000,000.00), which calculation shall include accumulated depreciation.
 
7.           The definition of "Fair Market Value" set forth in Section 11.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
 
Fair Market Value shall be determined quarterly, on a "Net Operating Income" basis, not later than the twenty-second (22nd) day of each calendar quarter, but as of the last day of the immediately preceding calendar quarter, from the Effective Date until the Termination Date of the Loans, by dividing the prior calendar quarter's annualized Adjusted NOI of each Stabilized Property subject to a Mortgage by 7.50% (with the exception of the Stabilized Properties known as Reserve at Dexter Phase I, Phase II and Phase III, for which the cap rate/denominator shall be 7.25%).

8.           The definition of "LIBOR" in Section 11.1 of the Agreement is hereby amended by (i) deleting the words "page 3750 (or a successor page) of the Dow Jones Telerate Screen" and replacing them with the words "Rueters Screen LIBOR01 Page" and (ii) deleting the second reference to "the Dow Jones Telerate Screen" and replacing it with a reference to "such page."

9.           The definition of "Margin" in Section 11.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

Margin shall mean 125 basis points.

10.           The definition of "Maturity Date" set forth in Section 11.1 of the Agreement is hereby amended by replacing the date "May 24, 2008" with the date "May 24, 2009."

11.           Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the Schedule 1 attached hereto and made a part hereof.

12.           The notice address for the Administrative Agent on Schedule 3 to the Agreement is hereby deleted in its entirety and replaced with the following address:

Regions Bank
Regions Center
1900 5th Avenue North
Birmingham, Alabama 35203
Attn: Commercial Real Estate-Kerri Raines

13.           The notice address for the Borrowers on Schedule 3 to the Agreement is hereby deleted in its entirety and replaced with the following address:

Mid-America Apartment Communities, Inc.
6584 Poplar, Suite 300
Memphis, Tennessee 38138
Attention: Mr. Al Campbell

Mid-America Apartments, L.P.
6584 Poplar, Suite 300
Memphis, Tennessee 38138
Attention:  Mr. Al Campbell
 
14.           Exhibit F to the Agreement is hereby amended to reference the revised cap rates set forth in the definition of "Fair Market Value" described herein.
 
15.           In consideration of this Amendment, the Borrowers shall pay to the Lenders on the date hereof an extension fee equal to 17.5 basis points of the Aggregate Commitment ($87,500.00).  An additional extension fee shall be payable by the Borrowers to the Administrative Agent on the date hereof pursuant to a separate agreement between the Administrative Agent and the Borrowers.
 
16.           This Amendment shall not be effective until the following conditions have been fulfilled:
 
 
a.
The Administrative Agent has received a fully executed original of this Amendment and the other documents required by the Lenders in conjunction with the increase/renewal transaction described herein;
 
 
b.
The fees required herein have been received by the Administrative Agent;
 
 
c
The Administrative Agent has received appropriate resolutions of the Borrowers authorizing the transactions contemplated herein;
 
 
d.
The Administrative Agent has received an opinion of counsel to each of the Borrowers, which opinion shall be satisfactory to the Administrative Agent in all respects; and
 
 
e.
The Administrative Agent has received evidence of the payment of 2006 ad valorem taxes for each Mortgaged Property.
 
Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
 
Each Borrower represents and warrants that no Event of Default has occurred and is continuing under the Agreement, nor does any event that upon notice or lapse of time or both would constitute such an Event of Default exist.
 

 
[remainder of page intentionally left blank]
 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
 

MID-AMERICA APARTMENT
COMMUNITIES, INC.
 
By:  /s/ Al Campbell
Name: Al Campbell
Title: Senior Vice President and Treasurer

 

 
MID-AMERICA APARTMENTS, L.P.
 
By: Mid-America Apartment Communities, Inc.
Its: Sole General Partner
 
By:  /s/ Al Campbell
Name: Al Campbell
Title: Senior Vice President and Treasurer

 
 

 

Signature page to
Fourth Amendment to Amended and Restated Revolving Credit Agreement
 
REGIONS BANK,
in its individual capacity as Lender
and as Administrative Agent
 
By:  /s/ Kerri L. Raines                                                         
Name:  Kerri L. Raines                                                                
Title:  Assistant Vice President                                                                           

 
 

 



Signature page to
Fourth Amendment to Amended and Restated Revolving Credit Agreement
 
FIRST TENNESSEE BANK, N.A.
 
By:  /s/ Lee Hunter
Name:  Lee Hunter
Title:  Senior Vice President
 




 
 


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Section 3: EX-10.2 (MAA EXHIBIT 10.2 FORM 10-Q 1Q08)

ex10_2.htm
FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT

(MAA II)

THIS FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 28th day of December, 2006, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the “REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”), and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”).
 
                                                         RECITALS
 
A.           Borrower is a party to that certain Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, as amended by that certain First Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, as further amended by that certain Second Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 30, 2004, as further amended by that certain Third Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, as further amended by that certain Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 31, 2004, as further amended by that certain Fifth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of October 1, 2004, as further amended by that certain Sixth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, as further amended by that certain Seventh Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 15, 2004, as further amended by that certain Eighth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005, as further amended by that certain Ninth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of September 23, 2005, as further amended by that certain Tenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 16, 2005, as further amended by that certain Eleventh Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of February 22, 2006, as further amended by that certain Twelfth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 3, 2006, and as further amended by that certain Thirteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 28, 2006 (as amended from time to time, the “Master Agreement”).
 
B.           All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreements and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.
 
             C.           Borrower and Lender are executing this Amendment to (i) reflect an increase in the maximum amount by which the Commitment may be increased, (ii) reflect an increase in the Variable Facility Commitment as set forth hereinafter, (iii) reflect a Transfer of those certain Mortgaged Properties commonly known as Calais Forest, located in Pulaski County, Arkansas (“Calais Forest”), and Napa Valley, located in Pulaski County, Arkansas (“Napa Valley”), from OP to REIT (the “Transfer”); and (iv) revise certain definitions of Financial Covenants.
 
           NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
 
Section 1.  Maximum Amount of Increase in Commitment.  Notwithstanding the provisions of Section 8.01(a) of the Master Agreement, which limit the maximum amount by which Borrower is permitted to increase the Commitment, Lender hereby agrees to grant Borrower a one-time right to increase the Commitment to$691,785,000.  In connection with the increase in Commitment, Lender has granted Borrower a one-time right to increase the Commitment under the Other Credit Agreement to $243,193,000.  Borrower hereby agrees that the total commitment, when added to the commitment of the Lender to the Borrower under the Other Credit Agreement, shall not exceed $934,978,000.  The definition of “Reserved Amount” is hereby deleted in its entirety and restated as follows:
 
           “Reserved Amount” means $0.
 
Section 2. Restriction on Draw.  Notwithstanding the foregoing, the parties acknowledge that Borrower shall not be permitted to draw a Future Advance until such time as (i) the Security Instrument with respect to each Mortgaged Property in the Collateral Pool shall have been amended to reflect an increased total secured amount of $934,978,000, and (ii) Lender has received a date down endorsement to each Title Insurance Policy amending the effective date of the Title Insurance Policy to the date of the title search performed in connection with the endorsement.
 
Section 3. Expansion.  The Variable Facility Commitment is hereby increased by $82,600,000 and the definition of Variable Facility Commitment is hereby replaced in its entirety with the following new definition:
 
Variable Facility Commitment” means an aggregate amount of $691,785,000, which shall be evidenced by the Variable Facility Note in the form attached hereto as Exhibit I, plus such amount as the Borrower may elect to add to the Variable Facility Commitment in accordance with Article VIII, and plus such amount as the Borrower may elect to reborrow in accordance with Section 2.08, less such amount as the Borrower may elect to convert from the Variable Facility Commitment to the Fixed Facility Commitment in accordance with Article III and less such amount by which the Borrower may elect to reduce the Variable Facility Commitment in accordance with Article IX.
 
Section 4. Transfer of Mortgaged Properties.  Borrower has requested to Transfer the fee simple ownership of Calais Forest and Napa Valley from OP to REIT.  Notwithstanding the provisions of Section 13.21 of the Master Agreement, Lender hereby consents to the Transfer and agrees that no transfer fee shall be due in connection with the Transfer.  Exhibit AA to the Master Agreement is hereby deleted in its entirety and replaced with the Exhibit AA attached hereto.
 
Section 5. Financial Covenants.  The definition of “EBITDA” in the Master Agreement is hereby amended and restated in its entirety as follows:
 
EBITDA” means, for any period, the sum determined in accordance with GAAP, of the following, for any Person on a consolidated basis--
 
(a)           the net income (or net loss) of such Person during such Period, but excluding gains and losses on the sale of fixed assets;
 
(b)           all amounts treated as expenses for depreciation, Interest Expense and the amortization of intangibles of any kind to the extent included in the determination of such net income (or loss); and
 
(c)           all accrued taxes on or measured by income to the extent included in the determination of such net income (or loss); provided, however, that net income (or loss) shall be computed for these purposes without giving effect to extraordinary losses (including storm related balance sheet impairments) or extraordinary gains;

provided, however, that net income (or loss) shall be computed for these purposes without giving effect to extraordinary losses, extraordinary or unusual losses and impairment related to storm or earthquake, or extraordinary gains.

Section 6. Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.
 
Section 7. Reaffirmation.  The REIT and OP hereby reaffirm their obligations under the Master Agreement as Borrower.
 
Section 8. Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
 
Section 9. Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
 
[Remainder of page intentionally left blank.]
 

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
 
BORROWER:

MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation



By:  /s/ Al Campbell
Name:  Al Campbell
Title:  Senior Vice President and Treasurer


MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership

By:  Mid-America Apartment Communities, Inc.,
a Tennessee corporation, its general partner



By:  /s/ Al Campbell
            Name:  Al Campbell
    Title:  Senior Vice President and Treasurer


 

 
 

 


 
LENDER:

PRUDENTIAL MULTIFAMILY MORTGAGE, INC., aDelaware corporation
 
                                                               By:  /s/ Sharon D. Callahan
                           Name:  Sharon D. Callahan
                                                                                   Title:  Vice President
 


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Section 4: EX-10.3 (MAA EXHIBIT 10.3 FORM 10-Q 1Q08)

ex10_3.htm
EIGHTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT

(MAA II)

THIS EIGHTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 30th day of January, 2008, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the “REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”), and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”).
 
RECITALS
 
A.           Borrower and Lender are parties to that certain Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, as amended by that certain: First Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, Second Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 30, 2004, Third Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, Fourth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of August 31, 2004, Fifth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of October 1, 2004, Sixth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, Seventh Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 15, 2004, Eighth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005, Ninth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of September 23, 2005, Tenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 16, 2005, Eleventh Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of February 22, 2006, Twelfth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 3, 2006, Thirteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of April 28, 2006, Fourteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of December 28, 2006, Fifteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of February 15, 2007, Sixteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of July 1, 2007, and Seventeenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of September 1, 2007 (as amended, modified or restated from time to time, the “Master Agreement”).
 
B.           All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreements and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.
 
C.           Borrower and Lender are executing this Amendment to reflect (i) the extension of the Variable Facility Termination Date (the “Extension”) as reflected on Schedule I to the Master Agreement attached hereto and (ii) the pledge of additional Approved Swaps as reflected on Schedule II to the Master Agreement attached hereto.
 
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
 
Section 1. Schedule I.                                Borrower and Lender hereby agree to extend the Variable Facility Termination Date under the Master Agreement as set forth on Schedule I.  Accordingly, Schedule I is hereby deleted in its entirety and replaced with the Schedule I attached to this Amendment.
 
Section 2. Schedule II.  Schedule II is hereby deleted in its entirety and replaced with the Schedule II attached to this Amendment.
 
Section 3. Extension Fee.   In connection with the Extension, Borrower shall pay to Lender an Extension Fee of $988,000.
 
Section 4. Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.
 
Section 5. Reaffirmation.  Borrower hereby reaffirms its obligations under the Master Agreement.
 
Section 6. Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
 
Section 7. Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
 
[Remainder of page intentionally left blank.]
 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
 
BORROWER:

MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation



By:  /s/ Al Campbell
Name:  Al Campbell
Title:  Executive Vice President and Treasurer


MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership

By:  Mid-America Apartment Communities, Inc.,
a Tennessee corporation, its general partner



By:  /s/ Al Campbell
Name:  Al Campbell
Title:  Executive Vice President and Treasurer


 

 
 

 


LENDER:

PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation
 
By: /s/ Sharon D. Callahan
Name:  Sharon D. Callahan
Title:  Vice President
 


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Section 5: EX-10.4 (MAA EXHIBIT 10.4 FORM 10-Q 1Q08)

ex10_4.htm
NINTH AMENDMENT TO THIRD AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
(MAA I)

THIS NINTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 28th day of December, 2006, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”), and (c) MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (“MAA of Texas”; MAA of Texas and Borrower being collectively referred to as the “Borrower Parties”); and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation (“Lender”).
 
                                                         RECITALS
 
A.           Borrower Parties and Lender are parties to that certain Amended and Restated Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Third Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, which has been further amended pursuant to that certain First Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, which has been further amended pursuant to that certain Second Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, which has been further amended pursuant to that certain Third Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, which has been further amended pursuant to that certain Fourth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005, which has been further amended pursuant to that Fifth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of September 23, 2005, which has been further amended pursuant to that Sixth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of February 22, 2006, which has been further amended pursuant to that Seventh Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 30, 2006, which has been further amended pursuant to that Eighth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 1, 2006 (as amended from time to time, the “Master Agreement”).
 
B.           All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreement and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.
 
C.           Borrower Parties and Lender are executing this Amendment pursuant to the Master Agreement to (i) reflect the merger of MAA of Texas with and into OP (the “Merger”) and the transfer of fee simple title, by the operation of law, of all Mortgaged Properties owned by MAA of Texas to OP, (ii) reflect the release of MAA of Texas as a Guarantor under the Master Agreement, (iii) reflect an increase in the maximum amount by which the Commitment may be increased, (iv) reflect an increase in the Variable Facility Commitment as set forth hereinafter, and (v) revise certain definitions of Financial Covenants.
 
           NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
 
Section 1. Merger.  Pursuant to that certain Agreement and Plan of Merger by and between MAA of Texas and OP, Borrower anticipates that MAA of Texas will be merged with and into OP on or about December 31, 2006.  Pursuant to those certain Consents to Merger and Modification to Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing for each Mortgaged Property located in Texas dated as of even date hereof by and among Borrower, MAA of Texas and Lender, Lender has consented to the Merger.  Upon the consummation of the Merger, by operation of law, OP shall become the fee simple owner of the Mortgaged Properties currently owned by MAA of Texas.  Borrower hereby acknowledges that it remains subject to all of its obligations under the Master Agreement, the Security Instruments and all applicable Loan Documents.
 
Section 2. Termination of Guaranty.  Upon the consummation of the Merger, MAA of Texas shall be released from all of its obligations under that certain Amended and Restated Guaranty dated as of August 22, 2002 by Guarantor for the benefit of Lender (as amended and supplemented from time to time, the “Guaranty”), the Master Agreement and any other applicable Loan Documents, and the Guaranty shall be automatically terminated.
 
Section 3. Non-Effectiveness of Merger.  In the event that the Merger does not become effective on or before January 31, 2007, Sections 1 and 2 of this Amendment shall be of no further force and effect, and the Master Agreement shall remain in effect unmodified by Sections 1 and 2 herein.
 
Section 4. Maximum Amount of Increase in Commitment.  Notwithstanding the provisions of Section 8.01(a) of the Master Agreement, which limit the maximum amount by which Borrower is permitted to increase the Commitment, Lender hereby agrees to grant Borrower a one-time right to increase the Commitment to $243,193,000.  In connection with the increase in Commitment, Lender has granted Borrower a one-time right to increase the Commitment under the Other Credit Agreement to $691,785,000.  Borrower hereby agrees that the total commitment, when added to the commitment of the Lender to the Borrower under the Other Credit Agreement, shall not exceed $934,978,000.
 
Section 5. Expansion.  The Variable Facility Commitment is hereby increased by $15,000,000 and the definition of Variable Facility Commitment is hereby replaced in its entirety with the following new definition:

             “Variable Facility Commitment” means an aggregate amount of $153,193,000, which shall be evidenced by the Variable Facility Note in the form attached hereto as Exhibit I, plus such amount as the Borrower may elect to add to the Variable Facility Commitment in accordance with Article VIII, and plus such amount as the Borrower may elect to reborrow in accordance with Section 2.08, less such amount as the Borrower may elect to convert from the Variable Facility Commitment to the Fixed Facility Commitment in accordance with Article III and less such amount by which the Borrower may elect to reduce the Variable Facility Commitment in accordance with Article IX.

Section 6. Financial Covenants.  The definition of “EBITDA” in the Master Agreement is hereby amended and restated in its entirety as follows:

EBITDA” means, for any period, the sum determined in accordance with GAAP, of the following, for any Person on a consolidated basis--
 
(a)           the net income (or net loss) of such Person during such Period, but excluding gains and losses on the sale of fixed assets;
 
(b)           all amounts treated as expenses for depreciation, Interest Expense and the amortization of intangibles of any kind to the extent included in the determination of such net income (or loss); and
 
(c)           all accrued taxes on or measured by income to the extent included in the determination of such net income (or loss);
 
provided, however, that net income (or loss) shall be computed for these purposes without giving effect to extraordinary losses (including storm related balance sheet impairments) or extraordinary gains;

provided, however, that net income (or loss) shall be computed for these purposes without giving effect to extraordinary losses, extraordinary or unusual losses and impairment related to storm or earthquake, or extraordinary gains.

Section 7. Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.

Section 8. Reaffirmation.  The Borrower hereby reaffirms its obligations under the Master Agreement.
 
Section 9. Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
 
Section 10. Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
 
[Signatures follow on next page]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
 
BORROWER:

MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation



By:  /s/ Al Campbell
Name:  Al Campbell
Title:  Senior Vice President and Treasurer


MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership

By:  Mid-America Apartment Communities, Inc.,
a Tennessee corporation, its general partner



By: /s/ Al Campbell
Name:  Al Campbell
Title:  Senior Vice President and Treasurer


[Signatures follow on next page]

 
 

 

MAA OF TEXAS:
 
MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership
 
By:    MAC of Delaware, Inc., a Delaware
           corporation, its general partner


           By:  /s/ John A. Good
           Name:  John A. Good
           Title:  Assistant Secretary


[Signatures follow on next page]

 
 

 


 
LENDER:

PRUDENTIAL MULTIFAMILY MORTGAGE INC., a Delaware corporation
 
By:  /s/ Sharon D. Callahan
Name:  Sharon D. Callahan
Title:  Vice President

 

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Section 6: EX-10.5 (MAA EXHIBIT 10.5 FORM 10-Q 1Q08)

ex10_5.htm
THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED
MASTER CREDIT FACILITY AGREEMENT
(MAA I)

THIS THIRTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is effective as of the 30th day of January, 2008, by and among (i) (a) MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the “REIT”), (b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”) (the REIT and OP being collectively referred to as “Borrower”); and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation (“Lender”).
 
                                                         RECITALS
 
A.           Borrower and Lender are parties to that certain Amended and Restated Master Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between Borrower and Lender, which was amended and restated pursuant to that certain Second Amended and Restated Master Credit Facility Agreement dated as of December 10, 2003, which has been further amended and restated pursuant to that certain Third Amended and Restated Master Credit Facility Agreement dated as of March 30, 2004, which has been further amended pursuant to that certain:  First Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2004, Second Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of August 3, 2004, Third Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 1, 2004, Fourth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 31, 2005, Fifth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of September 23, 2005, Sixth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of February 22, 2006, Seventh Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of March 30, 2006, Eighth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 1, 2006, Ninth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of December 28, 2006, Tenth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of February 15, 2007, Eleventh Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of July 1, 2007, and Twelfth Amendment to Third Amended and Restated Master Credit Facility Agreement dated as of September 1, 2007  (as amended, modified or restated from time to time, the “Master Agreement”).
 
B.           All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of August 22, 2002 and that certain Assignment of Collateral Agreements and Other Loan Documents, dated as of December 10, 2003 and that certain Assignment of Collateral Agreement and Other Loan Documents dated as of March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. Lender is entering into this Amendment in its capacity as servicer of the loan set forth in the Master Agreement.
 
C.           Borrower and Lender are executing this Amendment pursuant to the Master Agreement to reflect (i) the extension of the Variable Facility Termination Date under the Other Credit Agreement as reflected on Schedule I to the Master Agreement attached hereto and (ii) the pledge of additional Approved Swaps as reflected on Schedule II to the Master Agreement attached hereto.
 
           NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
 
Section 1. Schedule I.  Pursuant to that certain Eighteenth Amendment to Second Amended and Restated Master Credit Facility Agreement dated as of even date herewith, Borrower and Lender have agreed to extend the Variable Facility Termination Date under the Other Credit Agreement.  Accordingly, Schedule I is hereby deleted in its entirety and replaced with the Schedule I attached to this Amendment.
 
Section 2. Schedule II.  Schedule II is hereby deleted in its entirety and replaced with the Schedule II attached to this Amendment.
 
Section 3. Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.

Section 4. Reaffirmation.  The Borrower hereby reaffirms its obligations under the Master Agreement.
 
Section 5. Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
 
Section 6. Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
 
[Signatures follow on next page]

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
 
BORROWER:

MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation



By:  /s/ Al Campbell
Name:  Al Campbell
Title:  Executive Vice President and Treasurer


MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership

By:  Mid-America Apartment Communities, Inc.,
a Tennessee corporation, its general partner



By: /s/ Al Campbell
            Name:  Al Campbell
            Title:  Executive Vice President and Treasurer


[Signatures continue on next page]

 
 

 


 
LENDER:

PRUDENTIAL MULTIFAMILY MORTGAGE INC., aDelaware corporation
 
By: /s/ Sharon D. Callahan
Name:                      Sharon D. Callahan
Title:                      Vice President


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Section 7: EX-31.1 (MAA EXHIBIT 31.1 FORM 10-Q 1Q08)

ex31_1.htm
 
 

 

EXHIBIT 31.1
CERTIFICATIONS

I, H. Eric Bolton, Jr., certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Mid-America Apartment Communities, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 29, 2008
/s/ H. Eric Bolton, Jr.
 
H. Eric Bolton, Jr.
 
President and Chief Executive Officer

 
 

 

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Section 8: EX-31.2 (MAA EXHIBIT 31.2 FORM 10-Q 1Q08)

ex31_2.htm
 
 

 

EXHIBIT 31.2
CERTIFICATIONS

I, Simon R.C. Wadsworth, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Mid-America Apartment Communities, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 29, 2008
/s/ Simon R.C. Wadsworth
 
Simon R.C. Wadsworth
 
Chief Financial Officer


 

 
 

 

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Section 9: EX-32.1 (MAA EXHIBIT 32.1 FORM 10-Q 1Q08)

ex32_1.htm
 
 

 

EXHIBIT 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Eric Bolton, Jr., President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
President and Chief Executive Officer
April 29, 2008

 
 

 

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Section 10: EX-32.2 (MAA EXHIBIT 32.2 FORM 10-Q 1Q08)

ex32_2.htm
 
 

 

EXHIBIT 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon R.C. Wadsworth, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Simon R.C. Wadsworth
Simon R.C. Wadsworth
Chief Financial Officer
April 29, 2008

 
 

 

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