Mid-America Apartments 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

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: 001-12762 (Mid-America Apartment Communities, Inc.)

Commission File Number: 333-190028-01 (Mid-America Apartments, L.P.)

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

Tennessee (Mid-America Apartment Communities, Inc.)	62-1543819
Tennessee (Mid-America Apartments, L.P.)	62-1543816
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6815 Poplar Ave., Suite 500, Germantown, TN 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)	MAA	New York Stock Exchange
8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)	MAA*I	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Mid-America Apartment Communities, Inc.	YES ☒	NO ☐
Mid-America Apartments, L.P.	YES ☒	NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Mid-America Apartment Communities, Inc.	YES ☒	NO ☐
Mid-America Apartments, L.P.	YES ☒	NO ☐

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

Mid-America Apartment Communities, Inc.
Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

Mid-America Apartments, L.P.
Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Mid-America Apartment Communities, Inc. ☐

Mid-America Apartments, L.P. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Mid-America Apartment Communities, Inc.	YES ☐	NO ☒
Mid-America Apartments, L.P.	YES ☐	NO ☒

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

Mid-America Apartment Communities, Inc.	Number of Shares Outstanding at
Class	October 25, 2021
Common Stock, $0.01 par value	115,138,323

MID-AMERICA APARTMENT COMMUNITIES, INC.

MID-AMERICA APARTMENTS, L.P.

TABLE OF CONTENTS

			Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.		5
	Mid-America Apartment Communities, Inc.
		Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020.	5
		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020.	6
		Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020.	7
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020.	8
	Mid-America Apartments, L.P.
		Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020.	9
		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020.	10
		Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020.	11
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020.	12
		Notes to Condensed Consolidated Financial Statements.	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		40
Item 4.	Controls and Procedures.		40
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.		41
Item 1A.	Risk Factors.		41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		42
Item 3.	Defaults Upon Senior Securities.		42
Item 4.	Mine Safety Disclosures.		42
Item 5.	Other Information.		42
Item 6.	Exhibits.		43
	Signatures.		44

2

Explanatory Note

This report combines the Quarterly Reports on Form 10-Q for the quarter ended September 30, 2021 of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid-America Apartment Communities, Inc. is the sole general partner. Mid-America Apartment Communities, Inc. and its 97.1% owned subsidiary, Mid-America Apartments, L.P., are both required to file quarterly reports under the Securities Exchange Act of 1934, as amended.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P., together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are referred to as “common unitholders”.

As of September 30, 2021, MAA owned 115,138,323 OP Units (97.1% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

We believe combining the periodic reports of MAA and the Operating Partnership, including the notes to the condensed consolidated financial statements, into this report results in the following benefits:



enhances investors’ understanding of MAA and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;



eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both MAA and the Operating Partnership; and



creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. We believe it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.

The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

3

In order to highlight the material differences between MAA and the Operating Partnership, this Quarterly Report on Form 10-Q includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership, including:



the condensed consolidated financial statements in Part 1, Item 1 of this report;



certain accompanying notes to the condensed consolidated financial statements, including Note 2 - Earnings per Common Share of MAA and Note 3 - Earnings per OP Unit of MAALP; Note 4 - MAA Equity and Note 5 - MAALP Capital; and Note 8 - Shareholders’ Equity of MAA and Note 9 - Partners’ Capital of MAALP;



the controls and procedures in Part 1, Item 4 of this report; and



the certifications included as Exhibits 31 and 32 to this report.

In the sections that combine disclosures for MAA and the Operating Partnership, this Quarterly Report on Form 10-Q refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because we operate the business through the Operating Partnership. MAA, the Operating Partnership and its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate, distinct legal entities.

4

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Mid-America Apartment Communities, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except share and per share data)

	September 30, 2021			December 31, 2020
Assets
Real estate assets:
Land	$	1,977,813		$	1,929,181
Buildings and improvements and other		12,369,733			12,065,244
Development and capital improvements in progress		236,339			283,477
		14,583,885			14,277,902
Less: Accumulated depreciation		(3,722,917	)		(3,415,105	)
		10,860,968			10,862,797
Undeveloped land		29,115			60,993
Investment in real estate joint venture		42,842			43,325
Real estate assets, net		10,932,925			10,967,115
Cash and cash equivalents		29,811			25,198
Restricted cash		11,710			10,417
Other assets		237,245			192,061
Assets held for sale		42,441			0
Total assets	$	11,254,132		$	11,194,791
Liabilities and equity
Liabilities:
Unsecured notes payable	$	4,175,256		$	4,077,373
Secured notes payable		365,631			485,339
Accrued expenses and other liabilities		598,592			528,274
Total liabilities		5,139,479			5,090,986
Redeemable common stock		24,323			15,397
Shareholders’ equity:
Preferred stock, $0.01 par value per share, 20,000,000 shares authorized;    8.50% Series I Cumulative Redeemable Shares, liquidation preference $50.00     per share, 867,846 shares issued and outstanding as of September 30, 2021    and December 31, 2020, respectively		9			9
Common stock, $0.01 par value per share, 145,000,000 shares authorized;    115,138,323 and 114,373,727 shares issued and outstanding as of    September 30, 2021 and December 31, 2020, respectively (1)		1,149			1,141
Additional paid-in capital		7,216,885			7,176,793
Accumulated distributions in excess of net income		(1,309,511	)		(1,294,182	)
Accumulated other comprehensive loss		(11,384	)		(12,128	)
Total MAA shareholders’ equity		5,897,148			5,871,633
Noncontrolling interests - OP Units		173,366			206,927
Total Company’s shareholders’ equity		6,070,514			6,078,560
Noncontrolling interests - consolidated real estate entities		19,816			9,848
Total equity		6,090,330			6,088,408
Total liabilities and equity	$	11,254,132		$	11,194,791

(1)

Number of shares issued and outstanding represents total shares of common stock regardless of classification on the Condensed Consolidated Balance Sheets. The number of shares classified as redeemable common stock on the Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are 130,242 and 121,534, respectively.

See accompanying notes to condensed consolidated financial statements.

5

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Revenues:
Rental and other property revenues	$	452,575		$	423,199		$	1,314,507		$	1,254,323
Expenses:
Operating expenses, excluding real estate taxes and insurance		106,412			105,108			304,124			292,031
Real estate taxes and insurance		66,426			64,706			199,943			188,426
Depreciation and amortization		134,611			127,679			397,938			381,257
Total property operating expenses		307,449			297,493			902,005			861,714
Property management expenses		13,831			12,691			40,522			39,064
General and administrative expenses		12,670			11,360			38,763			35,181
Interest expense		39,234			41,010			117,773			126,610
Loss (gain) on sale of depreciable real estate assets		313			(20	)		(134,515	)		7
Gain on sale of non-depreciable real estate assets		(170	)		(1,366	)		(202	)		(995	)
Other non-operating (income) expense		(10,344	)		(242	)		(14,557	)		13,647
Income before income tax expense		89,592			62,273			364,718			179,095
Income tax expense		(2,803	)		(665	)		(5,847	)		(2,532	)
Income from continuing operations before real estate joint venture activity		86,789			61,608			358,871			176,563
Income from real estate joint venture		258			428			915			1,153
Net income		87,047			62,036			359,786			177,716
Net income attributable to noncontrolling interests		2,568			2,126			11,636			6,096
Net income available for shareholders		84,479			59,910			348,150			171,620
Dividends to MAA Series I preferred shareholders		922			922			2,766			2,766
Net income available for MAA common shareholders	$	83,557		$	58,988		$	345,384		$	168,854
Earnings per common share - basic:
Net income available for MAA common shareholders	$	0.73		$	0.52		$	3.01		$	1.48
Earnings per common share - diluted:
Net income available for MAA common shareholders	$	0.73		$	0.52		$	3.01		$	1.47

See accompanying notes to condensed consolidated financial statements.

6

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Net income	$	87,047		$	62,036		$	359,786		$	177,716
Other comprehensive income:
Adjustment for net losses reclassified to net income from derivative instruments		278			279			835			810
Total comprehensive income		87,325			62,315			360,621			178,526
Less: Comprehensive income attributable to noncontrolling interests		(2,598	)		(2,136	)		(11,727	)		(6,124	)
Comprehensive income attributable to MAA	$	84,727		$	60,179		$	348,894		$	172,402

See accompanying notes to condensed consolidated financial statements.

7

Mid-America Apartment Communities, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Nine months ended September 30,
Cash flows from operating activities:	2021			2020
Net income	$	359,786		$	177,716
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		398,678			381,938
(Gain) loss on sale of depreciable real estate assets		(134,515	)		7
Gain on sale of non-depreciable real estate assets		(202	)		(995	)
(Gain) loss on embedded derivative in preferred shares		(11,492	)		14,603
Stock compensation expense		12,804			12,532
Amortization of debt issuance costs, discounts and premiums		4,142			3,595
Net change in operating accounts and other operating activities		49,049			54,489
Net cash provided by operating activities		678,250			643,885
Cash flows from investing activities:
Purchases of real estate and other assets		(46,028	)		(5,004	)
Capital improvements, development and other		(388,373	)		(288,183	)
Distributions from real estate joint venture		483			207
Contributions to affiliates		(1,971	)		(3,450	)
Proceeds from disposition of real estate assets		166,234			3,278
Net cash used in investing activities		(269,655	)		(293,152	)
Cash flows from financing activities:
Proceeds from revolving credit facility		—			245,000
Repayments of revolving credit facility		—			(245,000	)
Net payments on commercial paper		(147,000	)		(35,000	)
Proceeds from notes payable		594,423			447,593
Principal payments on notes payable		(466,817	)		(440,222	)
Payment of deferred financing costs		(5,922	)		(4,196	)
Distributions to noncontrolling interests		(12,009	)		(11,993	)
Dividends paid on common shares		(352,384	)		(342,983	)
Dividends paid on preferred shares		(2,766	)		(2,766	)
Net change in other financing activities		(10,214	)		(4,118	)
Net cash used in financing activities		(402,689	)		(393,685	)
Net increase (decrease) in cash, cash equivalents and restricted cash		5,906			(42,952	)
Cash, cash equivalents and restricted cash, beginning of period		35,615			70,541
Cash, cash equivalents and restricted cash, end of period	$	41,521		$	27,589

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets:

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	29,811	$	18,407
Restricted cash		11,710		9,182
Total cash, cash equivalents and restricted cash	$	41,521	$	27,589
Supplemental disclosure of cash flow information:
Interest paid	$	109,471	$	109,527
Income taxes paid		2,518		2,534
Supplemental disclosure of noncash investing and financing activities:
Conversion of OP Units to shares of common stock	$	33,272	$	471
Accrued construction in progress		18,484		41,443
Interest capitalized		7,781		4,783

See accompanying notes to condensed consolidated financial statements.

8

Mid-America Apartments, L.P.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except unit data)

	September 30, 2021			December 31, 2020
Assets
Real estate assets:
Land	$	1,977,813		$	1,929,181
Buildings and improvements and other		12,369,733			12,065,244
Development and capital improvements in progress		236,339			283,477
		14,583,885			14,277,902
Less: Accumulated depreciation		(3,722,917	)		(3,415,105	)
		10,860,968			10,862,797
Undeveloped land		29,115			60,993
Investment in real estate joint venture		42,842			43,325
Real estate assets, net		10,932,925			10,967,115
Cash and cash equivalents		29,811			25,198
Restricted cash		11,710			10,417
Other assets		237,245			192,061
Assets held for sale		42,441			0
Total assets	$	11,254,132		$	11,194,791
Liabilities and capital
Liabilities:
Unsecured notes payable	$	4,175,256		$	4,077,373
Secured notes payable		365,631			485,339
Accrued expenses and other liabilities		598,592			528,274
Due to general partner		19			19
Total liabilities		5,139,498			5,091,005
Redeemable common units		24,323			15,397
Operating Partnership capital:
Preferred units, 867,846 preferred units outstanding as of September 30, 2021    and December 31, 2020, respectively		66,840			66,840
General partner, 115,138,323 and 114,373,727 OP Units outstanding as of    September 30, 2021 and December 31, 2020, respectively (1)		5,841,950			5,817,270
Limited partners, 3,402,682 and 4,057,657 OP Units outstanding as of    September 30, 2021 and December 31, 2020, respectively (1)		173,366			206,927
Accumulated other comprehensive loss		(11,661	)		(12,496	)
Total operating partners’ capital		6,070,495			6,078,541
Noncontrolling interests - consolidated real estate entities		19,816			9,848
Total equity		6,090,311			6,088,389
Total liabilities and equity	$	11,254,132		$	11,194,791

(1) Number of units outstanding represents total OP Units regardless of classification on the Condensed Consolidated Balance Sheets. The number of units classified as redeemable common units on the Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are 130,242 and 121,534, respectively.

See accompanying notes to condensed consolidated financial statements.

9

Mid-America Apartments, L.P.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per unit data)

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Revenues:
Rental and other property revenues	$	452,575		$	423,199		$	1,314,507		$	1,254,323
Expenses:
Operating expenses, excluding real estate taxes and insurance		106,412			105,108			304,124			292,031
Real estate taxes and insurance		66,426			64,706			199,943			188,426
Depreciation and amortization		134,611			127,679			397,938			381,257
Total property operating expenses		307,449			297,493			902,005			861,714
Property management expenses		13,831			12,691			40,522			39,064
General and administrative expenses		12,670			11,360			38,763			35,181
Interest expense		39,234			41,010			117,773			126,610
Loss (gain) on sale of depreciable real estate assets		313			(20	)		(134,515	)		7
Gain on sale of non-depreciable real estate assets		(170	)		(1,366	)		(202	)		(995	)
Other non-operating (income) expense		(10,344	)		(242	)		(14,557	)		13,647
Income before income tax expense		89,592			62,273			364,718			179,095
Income tax expense		(2,803	)		(665	)		(5,847	)		(2,532	)
Income from continuing operations before real estate joint venture activity		86,789			61,608			358,871			176,563
Income from real estate joint venture		258			428			915			1,153
Net income		87,047			62,036			359,786			177,716
Distributions to MAALP preferred unitholders		922			922			2,766			2,766
Net income available for MAALP common unitholders	$	86,125		$	61,114		$	357,020		$	174,950
Earnings per common unit - basic:
Net income available for MAALP common unitholders	$	0.73		$	0.52		$	3.01		$	1.48
Earnings per common unit - diluted:
Net income available for MAALP common unitholders	$	0.73		$	0.52		$	3.01		$	1.48

See accompanying notes to condensed consolidated financial statements.

10

Mid-America Apartments, L.P.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Net income	$	87,047	$	62,036	$	359,786	$	177,716
Other comprehensive income:
Adjustment for net losses reclassified to net income from derivative instruments		278		279		835		810
Comprehensive income attributable to MAALP	$	87,325	$	62,315	$	360,621	$	178,526

See accompanying notes to condensed consolidated financial statements.

11

Mid-America Apartments, L.P.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Nine months ended September 30,
Cash flows from operating activities:	2021			2020
Net income	$	359,786		$	177,716
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		398,678			381,938
(Gain) loss on sale of depreciable real estate assets		(134,515	)		7
Gain on sale of non-depreciable real estate assets		(202	)		(995	)
(Gain) loss on embedded derivative in preferred shares		(11,492	)		14,603
Stock compensation expense		12,804			12,532
Amortization of debt issuance costs, discounts and premiums		4,142			3,595
Net change in operating accounts and other operating activities		49,049			54,489
Net cash provided by operating activities		678,250			643,885
Cash flows from investing activities:
Purchases of real estate and other assets		(46,028	)		(5,004	)
Capital improvements, development and other		(388,373	)		(288,183	)
Distributions from real estate joint venture		483			207
Contributions to affiliates		(1,971	)		(3,450	)
Proceeds from disposition of real estate assets		166,234			3,278
Net cash used in investing activities		(269,655	)		(293,152	)
Cash flows from financing activities:
Proceeds from revolving credit facility		—			245,000
Repayments of revolving credit facility		—			(245,000	)
Net payments on commercial paper		(147,000	)		(35,000	)
Proceeds from notes payable		594,423			447,593
Principal payments on notes payable		(466,817	)		(440,222	)
Payment of deferred financing costs		(5,922	)		(4,196	)
Distributions paid on common units		(364,393	)		(354,976	)
Distributions paid on preferred units		(2,766	)		(2,766	)
Net change in other financing activities		(10,214	)		(4,118	)
Net cash used in financing activities		(402,689	)		(393,685	)
Net increase (decrease) in cash, cash equivalents and restricted cash		5,906			(42,952	)
Cash, cash equivalents and restricted cash, beginning of period		35,615			70,541
Cash, cash equivalents and restricted cash, end of period	$	41,521		$	27,589

The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets:

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	29,811	$	18,407
Restricted cash		11,710		9,182
Total cash, cash equivalents and restricted cash	$	41,521	$	27,589
Supplemental disclosure of cash flow information:
Interest paid	$	109,471	$	109,527
Income taxes paid		2,518		2,534
Supplemental disclosure of noncash investing and financing activities:
Accrued construction in progress	$	18,484	$	41,443
Interest capitalized		7,781		4,783

See accompanying notes to condensed consolidated financial statements.

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Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Principles of Consolidation and Significant Accounting Policies

Unless the context otherwise requires, all references to the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, the references to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P., together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA and, unless the context otherwise requires, “shareholders” refers to the holders of shares of MAA’s common stock. The common units of limited partnership interests in the Operating Partnership are referred to as “OP Units,” and the holders of the OP Units are referred to as “common unitholders”.

As of September 30, 2021, MAA owned 115,138,323 OP Units (or 97.1% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership.

Management believes combining the notes to the condensed consolidated financial statements of MAA and the Operating Partnership results in the following benefits:



enhances a readers’ understanding of MAA and the Operating Partnership by enabling the reader to view the business as a whole in the same manner that management views and operates the business;



eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MAA and the Operating Partnership; and



creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership. Management believes it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the Company’s real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units.

The presentations of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the condensed consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed.

Organization of Mid-America Apartment Communities, Inc.

The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of September 30, 2021, the Company owned and operated 296 apartment communities through the Operating Partnership and its subsidiaries and had an ownership interest in 1 apartment community

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through an unconsolidated real estate joint venture. As of September 30, 2021, the Company also had eight development communities under construction totaling 2,654 apartment units once complete. Total expected costs for the 8 development projects are $627.5 million, of which $383.8 million had been incurred through September 30, 2021. The Company expects to complete 3 of these developments in 2021, 2 developments in 2022 and 3 developments in 2023. As of September 30, 2021, 32 of the Company’s apartment communities included retail components. The Company’s apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of September 30, 2021.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared by the Company’s management in accordance with United States generally accepted accounting principles, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC. The condensed consolidated financial statements of MAA presented herein include the accounts of MAA, the Operating Partnership and all other subsidiaries in which MAA has a controlling financial interest. MAA owns, directly or indirectly, approximately 80% to 100% of all consolidated subsidiaries, including the Operating Partnership. The condensed consolidated financial statements of MAALP presented herein include the accounts of MAALP and all other subsidiaries in which MAALP has a controlling financial interest. MAALP owns, directly or indirectly, 80% to 100% of all consolidated subsidiaries. In management’s opinion, 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 Company invests in entities which may qualify as variable interest entities, or VIEs, and MAALP is considered a VIE. A VIE is a legal entity in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to absorb its expected losses or the right to receive its expected residual returns. MAALP is classified as a VIE because the limited partners lack substantive kick-out rights and substantive participating rights. The Company consolidates all VIEs for which it is the primary beneficiary and uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary. In determining whether the Company is the primary beneficiary of a VIE, management considers both qualitative and quantitative factors, including, but not limited to, those activities that most significantly impact the VIE’s economic performance and which party controls such activities. The Company uses the equity method of accounting for its investments in entities for which the Company exercises significant influence, but does not have the ability to exercise control. The factors considered in determining whether the Company has the ability to exercise control include ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below).

Noncontrolling Interests

As of September 30, 2021, the Company had two types of noncontrolling interests with respect to its consolidated subsidiaries: (1) noncontrolling interests related to the common unitholders of its Operating Partnership; and (2) noncontrolling interests related to its consolidated real estate entities. The noncontrolling interests relating to the limited partnership interests in the Operating Partnership are owned by the holders of the Class A OP Units. MAA is the sole general partner of the Operating Partnership and holds all of the outstanding Class B OP Units. Net income (after allocations to preferred ownership interests) is allocated to MAA and the noncontrolling interests based on their respective ownership percentages of the Operating Partnership. Issuance of additional Class A OP Units or Class B OP Units changes the ownership percentage of both the noncontrolling interests and MAA. The issuance of Class B OP Units generally occurs when MAA issues common stock and the issuance proceeds are contributed to the Operating Partnership in exchange for Class B OP Units equal to the number of shares of MAA’s common stock issued. At each reporting period, the allocation between total MAA shareholders’ equity and noncontrolling interests is adjusted to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership. MAA’s Board of Directors established economic rights in respect to each Class A OP Unit that were equivalent to the economic rights in respect to each share of MAA common stock. See Note 9 for additional details.

The noncontrolling interests relating to the Company’s five consolidated real estate entities are owned by private real estate companies that are generally responsible for the development and construction of the apartment communities that are owned through the consolidated real estate entities with a noncontrolling interest. The entities were determined to be VIE’s with the Company designated as the primary beneficiary. As a result, the accounts of the entities are consolidated by the Company. As of September 30, 2021, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $218.8 million and $15.3 million, respectively. As of December 31, 2020, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $128.9 million and $8.1 million, respectively.

Investments in Unconsolidated Affiliates

The Company uses the equity method to account for its investments in a real estate joint venture and two technology-focused limited partnerships that each qualify as a VIE. Management determined the Company is not the primary beneficiary in any of these investments but does have the ability to exert significant influence over the operations and financial policies of the real estate joint venture and considers its investments in the limited partnerships to be more than minor. The Company’s investment in the real estate joint venture was $42.8 million and $43.3 million as of September 30, 2021 and December 31, 2020, respectively.

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As of September 30, 2021 and December 31, 2020, the Company’s investments in the technology-focused limited partnerships were $43.0 million and $23.0 million, respectively, and are included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company was committed until February 2025 to make additional capital contributions totaling $18.7 million if and when called by the general partners of the limited partnerships.

Fair Value Measurements

The Company applies the guidance in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, to the valuation of real estate assets recorded at fair value, to its impairment valuation analysis of real estate assets, to its disclosure of the fair value of financial instruments, principally indebtedness and to its derivative financial instruments. Fair value disclosures required under ASC Topic 820 as well as the Company’s derivative accounting policies are summarized in Note 7 utilizing the following hierarchy:

Level 1 - Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the assets or liability.

Revenue Recognition

The Company primarily leases multifamily residential apartments to residents under operating leases generally due on a monthly basis with terms of approximately one year or less. Rental revenues are recognized in accordance with ASC Topic 842, Leases, using a method that represents a straight-line basis over the term of the lease. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of rental revenues on a straight-line basis over the reasonably assured lease term. Rental revenues represent approximately 93% of the Company’s total revenues and include gross rents charged less adjustments for concessions and bad debt. Approximately 6% of the Company’s total revenues represent non-lease reimbursable property revenues from its residents for utility reimbursements, which are generally recognized and due on a monthly basis as residents obtain control of the service over the term of the lease. The remaining 1% of the Company’s total revenues represents other non-lease property revenues primarily driven by nonrefundable fees and commissions.

In accordance with ASC Topic 842, rental revenues and non-lease reimbursable property revenues meet the criteria to be aggregated into a single lease component and are reported on a combined basis in the line item “Rental revenues”, as presented in the disaggregation of the Company’s revenues in Note 11. Other non-lease property revenues are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires revenue recognized outside of the scope of ASC Topic 842 to be recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Other non-lease property revenues are reported in the line item “Other property revenues”, as presented in the disaggregation of the Company’s revenues in Note 11.

Leases

The Company is the lessee under certain ground, office, equipment and other operational leases, all of which are accounted for as operating leases in accordance with ASC Topic 842. The Company recognizes a right-of-use asset for the right to use the underlying asset for all leases where the Company is the lessee with terms of more than twelve months, and a related lease liability for the obligation to make lease payments. Expenses related to leases determined to be operating leases are recognized on a straight-line basis. As of September 30, 2021 and December 31, 2020, right-of-use assets recorded within “Other assets” totaled $47.7 million and $49.4 million, respectively, and related lease obligations recorded within “Accrued expenses and other liabilities” totaled $30.7 million and $31.7 million, respectively, in the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company’s operating leases had a weighted average remaining lease term of approximately 32 years and a weighted average discount rate of approximately 4.4%. Lease expense recognized for the three and nine months ended September 30, 2021 and 2020 was immaterial to the Company. Cash paid for amounts included in the measurement of operating lease liabilities during the nine months ended September 30, 2021 and 2020 was also immaterial. 

15

2. Earnings per Common Share of MAA

Basic earnings per share is computed by dividing net income available to MAA common shareholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis with diluted earnings per share being the more dilutive of the treasury stock or two-class methods. OP Units are included in dilutive earnings per share calculations when the units are dilutive to earnings per share.

For the three and nine months ended September 30, 2021 and 2020, MAA’s diluted earnings per share was computed using the treasury stock method as presented below (dollars and shares in thousands, except per share amounts):

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Calculation of Earnings per common share - basic
Net income	$	87,047		$	62,036		$	359,786		$	177,716
Net income attributable to noncontrolling interests		(2,568	)		(2,126	)		(11,636	)		(6,096	)
Unvested restricted stock (allocation of earnings)		(80	)		(78	)		(359	)		(229	)
Preferred dividends		(922	)		(922	)		(2,766	)		(2,766	)
Net income available for MAA common shareholders, adjusted	$	83,477		$	58,910		$	345,025		$	168,625
Weighted average common shares - basic		114,933			114,216			114,568			114,177
Earnings per common share - basic	$	0.73		$	0.52		$	3.01		$	1.48
Calculation of Earnings per common share - diluted
Net income	$	87,047		$	62,036		$	359,786		$	177,716
Net income attributable to noncontrolling interests (1)		(2,568	)		(2,126	)		(11,636	)		(6,096	)
Preferred dividends		(922	)		(922	)		(2,766	)		(2,766	)
Net income available for MAA common shareholders, adjusted	$	83,557		$	58,988		$	345,384		$	168,854
Weighted average common shares - basic		114,933			114,216			114,568			114,177
Effect of dilutive securities		296			252			305			310
Weighted average common shares - diluted		115,229			114,468			114,873			114,487
Earnings per common share - diluted	$	0.73		$	0.52		$	3.01		$	1.47

(1)

For the three and nine months ended September 30, 2021 3.5 million OP Units and 3.8 million OP Units, respectively, and their related income are not included in the diluted earnings per share calculations as they are not dilutive. For the three and nine months ended September 30, 2020, 4.1 million OP Units and their related income are not included in the diluted earnings per share calculations as they are not dilutive.

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3. Earnings per OP Unit of MAALP

Basic earnings per common unit is computed by dividing net income available for common unitholders by the weighted average number of OP Units outstanding during the period. All outstanding unvested restricted unit awards contain rights to non-forfeitable distributions and participate in undistributed earnings with common unitholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common unit. Diluted earnings per common unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units. Both the unvested restricted unit awards and other potentially dilutive common units, and the related impact to earnings, are considered when calculating earnings per common unit on a diluted basis with diluted earnings per common unit being the more dilutive of the treasury stock or two-class methods.

For the three and nine months ended September 30, 2021 and 2020, MAALP’s diluted earnings per common unit was computed using the treasury stock method as presented below (dollars and units in thousands, except per unit amounts):

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Calculation of Earnings per common unit - basic
Net income	$	87,047		$	62,036		$	359,786		$	177,716
Unvested restricted stock (allocation of earnings)		(80	)		(78	)		(359	)		(229	)
Preferred unit distributions		(922	)		(922	)		(2,766	)		(2,766	)
Net income available for MAALP common unitholders, adjusted	$	86,045		$	61,036		$	356,661		$	174,721
Weighted average common units - basic		118,430			118,274			118,389			118,238
Earnings per common unit - basic	$	0.73		$	0.52		$	3.01		$	1.48
Calculation of Earnings per common unit - diluted
Net income	$	87,047		$	62,036		$	359,786		$	177,716
Preferred unit distributions		(922	)		(922	)		(2,766	)		(2,766	)
Net income available for MAALP common unitholders, adjusted	$	86,125		$	61,114		$	357,020		$	174,950
Weighted average common units - basic		118,430			118,274			118,389			118,238
Effect of dilutive securities		296			252			305			310
Weighted average common units - diluted		118,726			118,526			118,694			118,548
Earnings per common unit - diluted	$	0.73		$	0.52		$	3.01		$	1.48

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4. MAA Equity

Changes in MAA’s total equity and its components for the three months ended September 30, 2021 and 2020 were as follows (dollars in thousands):

	Mid-America Apartment Communities, Inc. Shareholders’ Equity
	Preferred Stock		Common Stock		Additional Paid-In Capital			Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Operating Partnership			Noncontrolling Interests - Consolidated Real Estate Entities		Total Equity
EQUITY BALANCE JUNE 30, 2021	$	9	$	1,147	$	7,201,885		$	(1,272,694	)	$	(11,632	)	$	185,340		$	16,612	$	6,120,667
Net income		—		—		—			84,479			—			2,568			—		87,047
Other comprehensive income - derivative instruments		—		—		—			—			248			30			—		278
Issuance and registration of common shares		—		—		(103	)		—			—			—			—		(103	)
Exercise of stock options		—		—		12			—			—			—			—		12
Shares issued in exchange for common units		—		2		11,106			—			—			(11,108	)		—		—
Redeemable stock fair market value adjustment		—		—		—			(2,356	)		—			—			—		(2,356	)
Adjustment for noncontrolling interests in Operating Partnership		—		—		(22	)		—			—			22			—		—
Amortization of unearned compensation		—		—		4,007			—			—			—			—		4,007
Dividends on preferred stock		—		—		—			(922	)		—			—			—		(922	)
Dividends on common stock ($1.025 per share)		—		—		—			(118,018	)		—			—			—		(118,018	)
Dividends on noncontrolling interests units ($1.025 per share)		—		—		—			—			—			(3,486	)		—		(3,486	)
Contribution from noncontrolling interest		—		—		—			—			—			—			3,204		3,204
EQUITY BALANCE SEPTEMBER 30, 2021	$	9	$	1,149	$	7,216,885		$	(1,309,511	)	$	(11,384	)	$	173,366		$	19,816	$	6,090,330

	Mid-America Apartment Communities, Inc. Shareholders’ Equity
	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Operating Partnership			Noncontrolling Interests - Consolidated Real Estate Entities		Total Equity
EQUITY BALANCE JUNE 30, 2020	$	9	$	1,140	$	7,168,886	$	(1,202,536	)	$	(12,665	)	$	209,894		$	6,849	$	6,171,577
Net income		—		—		—		59,910			—			2,126			—		62,036
Other comprehensive income - derivative instruments		—		—		—		—			269			10			—		279
Issuance and registration of common shares		—		—		33		—			—			—			—		33
Shares issued in exchange for common units		—		—		21		—			—			(21	)		—		—
Redeemable stock fair market value adjustment		—		—		—		(155	)		—			—			—		(155	)
Adjustment for noncontrolling interests in Operating Partnership		—		—		71		—			—			(71	)		—		—
Amortization of unearned compensation		—		—		4,380		—			—			—			—		4,380
Dividends on preferred stock		—		—		—		(922	)		—			—			—		(922	)
Dividends on common stock ($1.000 per share)		—		—		—		(114,369	)		—			—			—		(114,369	)
Dividends on noncontrolling interests units ($1.000 per share)		—		—		—		—			—			(3,866	)		—		(3,866	)
Contribution from noncontrolling interest		—		—		—		—			—			—			262		262
EQUITY BALANCE SEPTEMBER 30, 2020	$	9	$	1,140	$	7,173,391	$	(1,258,072	)	$	(12,396	)	$	208,072		$	7,111	$	6,119,255

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Changes in MAA’s total equity and its components for the nine months ended September 30, 2021 and 2020 were as follows (dollars in thousands):

	Mid-America Apartment Communities, Inc. Shareholders’ Equity
	Preferred Stock		Common Stock		Additional Paid-In Capital			Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Operating Partnership			Noncontrolling Interests - Consolidated Real Estate Entities		Total Equity
EQUITY BALANCE DECEMBER 31, 2020	$	9	$	1,141	$	7,176,793		$	(1,294,182	)	$	(12,128	)	$	206,927		$	9,848	$	6,088,408
Net income		—		—		—			348,150			—			11,636			—		359,786
Other comprehensive income - derivative instruments		—		—		—			—			744			91			—		835
Issuance and registration of common shares		—		2		(438	)		—			—			—			—		(436	)
Shares repurchased and retired		—		—		(9,043	)		—			—			—			—		(9,043	)
Exercise of stock options		—		—		1,478			—			—			—			—		1,478
Shares issued in exchange for common units		—		6		33,266			—			—			(33,272	)		—		—
Redeemable stock fair market value adjustment		—		—		—			(7,545	)		—			—			—		(7,545	)
Adjustment for noncontrolling interests in Operating Partnership		—		—		678			—			—			(678	)		—		—
Amortization of unearned compensation		—		—		14,151			—			—			—			—		14,151
Dividends on preferred stock		—		—		—			(2,766	)		—			—			—		(2,766	)
Dividends on common stock ($3.075 per share)		—		—		—			(353,168	)		—			—			—		(353,168	)
Dividends on noncontrolling interests units ($3.075 per share)		—		—		—			—			—			(11,338	)		—		(11,338	)
Contribution from noncontrolling interest		—		—		—			—			—			—			9,968		9,968
EQUITY BALANCE SEPTEMBER 30, 2021	$	9	$	1,149	$	7,216,885		$	(1,309,511	)	$	(11,384	)	$	173,366		$	19,816	$	6,090,330

	Mid-America Apartment Communities, Inc. Shareholders’ Equity
	Preferred Stock		Common Stock		Additional Paid-In Capital			Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Operating Partnership			Noncontrolling Interests - Consolidated Real Estate Entities		Total Equity
EQUITY BALANCE DECEMBER 31, 2019	$	9	$	1,140	$	7,166,073		$	(1,085,479	)	$	(13,178	)	$	214,647		$	6,247	$	6,289,459
Net income		—		—		—			171,620			—			6,096			—		177,716
Other comprehensive income - derivative instruments		—		—		—			—			782			28			—		810
Issuance and registration of common shares		—		—		(344	)		—			—			—			—		(344	)
Shares repurchased and retired		—		—		(5,657	)		—			—			—			—		(5,657	)
Exercise of stock options		—		—		71			—			—			—			—		71
Shares issued in exchange for common units		—		—		471			—			—			(471	)		—		—
Redeemable stock fair market value adjustment		—		—		—			1,659			—			—			—		1,659
Adjustment for noncontrolling interests in Operating Partnership		—		—		244			—			—			(244	)		—		—
Amortization of unearned compensation		—		—		12,533			—			—			—			—		12,533
Dividends on preferred stock		—		—		—			(2,766	)		—			—			—		(2,766	)
Dividends on common stock ($3.000 per share)		—		—		—			(343,106	)		—			—			—		(343,106	)
Dividends on noncontrolling interests units ($3.000 per share)		—		—		—			—			—			(11,984	)		—		(11,984	)
Contribution from noncontrolling interest		—		—		—			—			—			—			864		864
EQUITY BALANCE SEPTEMBER 30, 2020	$	9	$	1,140	$	7,173,391		$	(1,258,072	)	$	(12,396	)	$	208,072		$	7,111	$	6,119,255

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5. MAALP Capital

Changes in MAALP’s total capital and its components for the three months ended September 30, 2021 and 2020 were as follows (dollars in thousands):

	Mid-America Apartments, L.P. Unitholders’ Capital
	Limited Partners			General Partner			Preferred Units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Consolidated Real Estate Entities		Total Partnership Capital
CAPITAL BALANCE JUNE 30, 2021	$	185,340		$	5,863,795		$	66,840		$	(11,939	)	$	16,612	$	6,120,648
Net income		2,568			83,557			922			—			—		87,047
Other comprehensive income - derivative instruments		—			—			—			278			—		278
Issuance of units		—			(103	)		—			—			—		(103	)
Exercise of unit options		—			12			—			—			—		12
General partnership units issued in exchange for limited partnership units		(11,108	)		11,108			—			—			—		—
Redeemable units fair market value adjustment		—			(2,356	)		—			—			—		(2,356	)
Adjustment for limited partners’ capital at redemption value		52			(52	)		—			—			—		—
Amortization of unearned compensation		—			4,007			—			—			—		4,007
Distributions to preferred unitholders		—			—			(922	)		—			—		(922	)
Distributions to common unitholders ($1.025 per unit)		(3,486	)		(118,018	)		—			—			—		(121,504	)
Contribution from noncontrolling interest		—			—			—			—			3,204		3,204
CAPITAL BALANCE SEPTEMBER 30, 2021	$	173,366		$	5,841,950		$	66,840		$	(11,661	)	$	19,816	$	6,090,311

	Mid-America Apartments, L.P. Unitholders’ Capital
	Limited Partners			General Partner			Preferred Units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Consolidated Real Estate Entities		Total Partnership Capital
CAPITAL BALANCE JUNE 30, 2020	$	209,894		$	5,901,028		$	66,840		$	(13,053	)	$	6,849	$	6,171,558
Net income		2,126			58,988			922			—			—		62,036
Other comprehensive income - derivative instruments		—			—			—			279			—		279
Issuance of units		—			33			—			—			—		33
General partnership units issued in exchange for limited partnership units		(21	)		21			—			—			—		—
Redeemable units fair market value adjustment		—			(155	)		—			—			—		(155	)
Adjustment for limited partners’ capital at redemption value		(61	)		61			—			—			—		—
Amortization of unearned compensation		—			4,380			—			—			—		4,380
Distributions to preferred unitholders		—			—			(922	)		—			—		(922	)
Distributions to common unitholders ($1.000 per unit)		(3,866	)		(114,369	)		—			—			—		(118,235	)
Contribution from noncontrolling interest		—			—			—			—			262		262
CAPITAL BALANCE SEPTEMBER 30, 2020	$	208,072		$	5,849,987		$	66,840		$	(12,774	)	$	7,111	$	6,119,236

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Changes in MAALP’s total capital and its components for the nine months ended September 30, 2021 and 2020 were as follows (dollars in thousands):

	Mid-America Apartments, L.P. Unitholders’ Capital
	Limited Partners			General Partner			Preferred Units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Consolidated Real Estate Entities		Total Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2020	$	206,927		$	5,817,270		$	66,840		$	(12,496	)	$	9,848	$	6,088,389
Net income		11,636			345,384			2,766			—			—		359,786
Other comprehensive income - derivative instruments		—			—			—			835			—		835
Issuance of units		—			(436	)		—			—			—		(436	)
Units repurchased and retired		—			(9,043	)		—			—			—		(9,043	)
Exercise of unit options		—			1,478			—			—			—		1,478
General partnership units issued in exchange for limited partnership units		(33,272	)		33,272			—			—			—		—
Redeemable units fair market value adjustment		—			(7,545	)		—			—			—		(7,545	)
Adjustment for limited partners’ capital at redemption value		(587	)		587			—			—			—		—
Amortization of unearned compensation		—			14,151			—			—			—		14,151
Distributions to preferred unitholders		—			0			(2,766	)		—			—		(2,766	)
Distributions to common unitholders ($3.075 per unit)		(11,338	)		(353,168	)		—			—			—		(364,506	)
Contribution from noncontrolling interest		—			—			—			—			9,968		9,968
CAPITAL BALANCE SEPTEMBER 30, 2021	$	173,366		$	5,841,950		$	66,840		$	(11,661	)	$	19,816	$	6,090,311

	Mid-America Apartments, L.P. Unitholders’ Capital
	Limited Partners			General Partner			Preferred Units			Accumulated Other Comprehensive Loss			Noncontrolling Interests - Consolidated Real Estate Entities		Total Partnership Capital
CAPITAL BALANCE DECEMBER 31, 2019	$	214,647		$	6,015,290		$	66,840		$	(13,584	)	$	6,247	$	6,289,440
Net income		6,096			168,854			2,766			—			—		177,716
Other comprehensive income - derivative instruments		—			—			—			810			—		810
Issuance of units		—			(344	)		—			—			—		(344	)
Units repurchased and retired		—			(5,657	)		—			—			—		(5,657	)
Exercise of unit options		—			71			—			—			—		71
General partnership units issued in exchange for limited partnership units		(471	)		471			—		��	—			—		—
Redeemable units fair market value adjustment		—			1,659			—			—			—		1,659
Adjustment for limited partners’ capital at redemption value		(216	)		216			—			—			—		—
Amortization of unearned compensation		—			12,533			—			—			—		12,533
Distributions to preferred unitholders		—			—			(2,766	)		—			—		(2,766	)
Distributions to common unitholders ($3.000 per unit)		(11,984	)		(343,106	)		—			—			—		(355,090	)
Contribution from noncontrolling interest		—			—			—			—			864		864
CAPITAL BALANCE SEPTEMBER 30, 2020	$	208,072		$	5,849,987		$	66,840		$	(12,774	)	$	7,111	$	6,119,236

6. Borrowings

The following table summarizes the Company’s outstanding debt as of September 30, 2021 (dollars in thousands):

	Balance			Weighted Average Effective Rate			Weighted Average Contract Maturity
Unsecured debt
Variable rate commercial paper program	$	25,000			0.2	%	10/1/2021
Fixed rate senior notes		4,175,000			3.3	%	3/4/2029
Debt issuance costs, discounts, premiums and fair market value adjustments		(24,744	)
Total unsecured debt	$	4,175,256			3.3	%
Secured debt
Fixed rate property mortgages	$	368,892			4.4	%	9/17/2048
Debt issuance costs		(3,261	)
Total secured debt	$	365,631			4.4	%
Total outstanding debt	$	4,540,887			3.4	%

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Unsecured Revolving Credit Facility

In May 2019, MAALP entered into a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, or Wells Fargo, and fourteen other banks, which is referred to as the Credit Facility. The Credit Facility replaced MAALP’s previous unsecured revolving credit facility, and it includes an expansion option up to $1.5 billion. The Credit Facility bears an interest rate of the London Interbank Offered Rate, or LIBOR, plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods. As of September 30, 2021, there was 0 outstanding balance under the Credit Facility, while $3.4 million of capacity was used to support outstanding letters of credit.

Unsecured Commercial Paper

In May 2019, MAALP established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate principal amount outstanding of $500.0 million. As of September 30, 2021, MAALP had $25.0 million outstanding under the commercial paper program. For the three months ended September 30, 2021, the average daily borrowings outstanding under the commercial paper program were $161.5 million.

Unsecured Senior Notes

As of September 30, 2021, MAALP had $4.2 billion of publicly issued unsecured senior notes outstanding. The unsecured senior notes had maturities at issuance ranging from 5 to 30 years, with a weighted average of 7.4 years remaining until maturity as of September 30, 2021.

In July 2021, MAALP retired a $72.8 million tranche of privately placed unsecured senior notes at maturity.

In August 2021, MAALP publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2026 with a coupon rate of 1.100% per annum, or the 2026 Notes. The purchase price paid by the purchasers of the 2026 Notes was 99.553% of the principal amount. The 2026 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other unsecured senior indebtedness of MAALP. Interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of each year beginning March 15, 2022. The net proceeds of the offering were $296.9 million, after deducting the original issue discount, underwriting commissions and expenses totaling $3.1 million. The 2026 Notes have an effective interest rate of 1.191% and have been reflected net of discount and debt issuance costs in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2021.

In August 2021, MAALP also publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2051 with a coupon rate of 2.875% per annum, or the 2051 Notes. The purchase price paid by the purchasers of the 2051 Notes was 98.588% of the principal amount. The 2051 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other unsecured senior indebtedness of MAALP. Interest on the 2051 Notes is payable semi-annually in arrears on March 15 and September 15 of each year beginning March 15, 2022. The net proceeds of the offering were $293.1 million, after deducting the original issue discount, underwriting commissions and expenses totaling $6.9 million. The 2051 Notes have an effective interest rate of 2.946% and have been reflected net of discount and debt issuance costs in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2021.

In September 2021, MAALP retired a $117.0 million tranche of privately placed unsecured senior notes due in November 2022, a $125.0 million portion of the $250.0 million in aggregate principal amount of publicly issued unsecured senior notes due in December 2022, a $12.3 million tranche of privately placed unsecured senior notes due in July 2023, and a $20.0 million tranche of privately placed unsecured senior notes due in November 2024. MAALP incurred $13.4 million in prepayment penalties and write-offs of unamortized costs resulting from the debt retirements in the third quarter of 2021. These costs are included in “Other non-operating (income) expense” in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021.

Secured Property Mortgages

As of September 30, 2021, MAALP had $368.9 million of fixed rate conventional property mortgages with a weighted average interest rate of 4.4% and a weighted average maturity in 2048.

In February 2021, MAALP retired a $118.6 million mortgage associated with 8 apartment communities prior to its June 2021 maturity.

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7. Financial Instruments and Derivatives

Financial Instruments Not Carried at Fair Value

Cash and cash equivalents, restricted cash and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair value due to their short term nature.

Fixed rate notes payable as of September 30, 2021 and December 31, 2020, totaled $4.5 billion and $4.4 billion, respectively, and had estimated fair values of $4.9 billion and $4.9 billion (excluding prepayment penalties) as of September 30, 2021 and December 31, 2020, respectively. The fair values of fixed rate debt are determined by using the present value of future cash outflows discounted with the applicable current market rate plus a credit spread. The carrying values of variable rate debt as of September 30, 2021 and December 31, 2020, totaled $25.0 million and $172.0 million, respectively, and had estimated fair values of $25.0 million and $172.0 million (excluding prepayment penalties) as of September 30, 2021 and December 31, 2020, respectively. The fair values of variable rate debt are determined using the stated variable rate plus the current market credit spread. The variable rates reset at various maturities, typically less than 30 days, and management concluded these rates reasonably estimate current market rates.

Financial Instruments Measured at Fair Value on a Recurring Basis

As of September 30, 2021, the Company had one outstanding series of cumulative redeemable preferred stock, which is referred to as the MAA Series I preferred stock (see Note 8). The Company has recognized a derivative asset related to the redemption feature embedded in the MAA Series I preferred stock. The derivative asset is valued using widely accepted valuation techniques, including a discounted cash flow analysis in which the perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the redeemable preferred shares, which are redeemable at the Company’s option beginning on October 1, 2026 at the redemption price of $50.00 per share. The Company uses various inputs in the analysis, including trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of the bifurcated call option.

The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset in “Other assets” in the accompanying Condensed Consolidated Balance Sheets and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to “Other non-operating (income) expense” in the accompanying Condensed Consolidated Statements of Operations. As a result of adjustments of non-cash expense recorded to reflect the change in fair value of the derivative asset during the nine months ended September 30, 2021, the fair value of the embedded derivative asset increased to $50.5 million as of September 30, 2021 as compared to $39.0 million as of December 31, 2020.

The Company has determined the majority of the inputs used to value its outstanding debt and its embedded derivative fall within Level 2 of the fair value hierarchy, and as a result, the fair value valuation of its debt and embedded derivative held as of September 30, 2021 and December 31, 2020 were classified as Level 2 in the fair value hierarchy.

Terminated Cash Flow Hedges of Interest

As of September 30, 2021, the Company had $11.7 million recorded in “Accumulated other comprehensive loss” related to realized losses associated with terminated interest rate swaps that were designated as cash flow hedging instruments prior to their termination. The realized losses associated with the terminated interest rate swaps are reclassified to interest expense as interest payments are made on the Company’s debt and will continue to be reclassified to interest expense until the debt’s maturity. During the next twelve months, the Company estimates an additional $1.1 million will be reclassified to earnings as an increase to “Interest expense”.

Tabular Disclosure of the Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

The tables below present the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

Derivatives in Cash Flow Hedging Relationships	Location of Loss Reclassified	Net Loss Reclassified from Accumulated OCL into Interest Expense(1)
Three months ended September 30,	from Accumulated OCL into Income	2021			2020
Terminated interest rate swaps	Interest expense	$	(278	)	$	(279	)
Nine months ended September 30,
Terminated interest rate swaps	Interest expense	$	(835	)	$	(810	)

(1)

See the Condensed Consolidated Statements of Comprehensive Income for changes in accumulated other comprehensive loss as these changes are presented net of the allocation to noncontrolling interests.

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Derivative Not Designated as Hedging Instrument	Location of Gain (Loss) Recognized	Gain (Loss) Recognized in Earnings on Derivative
Three months ended September 30,	in Income on Derivative	2021		2020
Preferred stock embedded derivative	Other non-operating (income) expense	$	13,432	$	1,342
Nine months ended September 30,
Preferred stock embedded derivative	Other non-operating (income) expense	$	11,492	$	(14,603	)

8. Shareholders’ Equity of MAA

As of September 30, 2021, 115,138,323 shares of common stock of MAA and 3,402,682 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,541,005 common shares and units. As of September 30, 2020, 114,369,812 shares of common stock of MAA and 4,058,258 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,428,070 common shares and units. Options to purchase 813 shares of MAA’s common stock were outstanding as of September 30, 2021, compared to 19,845 outstanding options as of September 30, 2020. During the nine months ended September 30, 2021 and 2020, MAA issued 19,032 common shares and 918 common shares, respectively, related to the exercise of stock options. These exercises resulted in net proceeds of $1.5 million and $0.1 million, respectively.

Preferred Stock

As of September 30, 2021, MAA had one outstanding series of cumulative redeemable preferred stock, which has the following characteristics:

Description	Outstanding Shares		Liquidation Preference(1)		Optional Redemption Date	Redemption Price(2)		Stated Dividend Yield			Approximate Dividend Rate
Series I		867,846	$	50.00	10/1/2026	$	50.00		8.50	%	$	4.25

(1)

The total liquidation preference for the outstanding preferred stock is $43.4 million.

(2)

The redemption price is the price at which the preferred stock is redeemable, at MAA’s option, for cash.

See Note 7 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAA Series I preferred stock.

Equity Forward Sale Agreements

In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. NaN shares had been settled under the forward sale agreements as of September 30, 2021. MAA generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances, provided that settlement under each forward sale agreement must occur by February 2, 2023. MAA currently expects to fully physically settle each forward sale agreement with the relevant forward purchaser on one or more dates specified by MAA on or prior to the maturity date of the particular forward sale agreement, in which case MAA expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.

The Company accounts for the shares of MAA’s common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity’s Own Equity, which permits equity classification when a contract is considered indexed to its own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).

The guidance in ASC Topic 815-40 establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to its own stock by evaluating the instrument’s contingent exercise provisions and the instrument’s settlement provisions. When entering into the forward sale agreements, the Company determined that (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market of MAA’s common stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to MAA’s common stock.

Before the issuance of shares of MAA’s common stock, upon physical or net share settlement of the forward sale agreements, the Company expects that the shares issuable upon settlement of the forward sale agreements will be reflected in its diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sale agreements over the number of shares of common stock that could be purchased by MAA in the open market (based on the average market price during the period) using the proceeds to be received upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When MAA physically or net

24

share settles a forward sale agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic earnings per share. The impact of the forward sale agreements was 0t dilutive to the Company’s diluted earnings per share for the three and nine months ended September 30, 2021.

9. Partners’ Capital of MAALP

Common units of limited partnership interests in MAALP are represented by OP Units. As of September 30, 2021, there were 118,541,005 OP Units outstanding, 115,138,323, or 97.1%, of which represent Class B OP Units (common units issued to or held by MAALP’s general partner or any of its subsidiaries), which were owned by MAA, MAALP’s general partner. The remaining 3,402,682 OP Units were Class A OP Units owned by Class A limited partners. As of September 30, 2020, there were 118,428,070 OP Units outstanding, 114,369,812, or 96.6%, of which were owned by MAA and 4,058,258 of which were owned by the Class A limited partners.

MAA, as the sole general partner of MAALP, has full, complete and exclusive discretion to manage and control the business of MAALP subject to the restrictions specifically contained within MAALP’s agreement of limited partnership, or the Partnership Agreement. Unless otherwise stated in the Partnership Agreement, this power includes, but is not limited to, acquiring, leasing or disposing of any real property; constructing buildings and making other improvements to properties owned; borrowing money, modifying or extinguishing current borrowings, issuing evidence of indebtedness and securing such indebtedness by mortgage, deed of trust, pledge or other lien on MAALP’s assets; and distribution of MAALP’s cash or other assets in accordance with the Partnership Agreement. MAA can generally, at its sole discretion, issue and redeem OP Units and determine the consideration to be received or the redemption price to be paid, as applicable. The general partner may delegate these and other powers granted to it if the general partner remains in supervision of the designee.

Under the Partnership Agreement, MAALP may issue Class A OP Units and Class B OP Units. Class A OP Units are any OP Units other than Class B OP Units, while Class B OP Units are those issued to or held by MAALP’s general partner or any of its subsidiaries. In general, the limited partners do not have the power to participate in the management or control of MAALP’s business except in limited circumstances, including changes in the general partner and protective rights if the general partner acts outside of the provisions provided in the Partnership Agreement. The transferability of Class A OP Units is also limited by the Partnership Agreement.

Net income of MAALP (after allocations to preferred ownership interests) is allocated to the general partner and limited partners based on their respective ownership percentages of MAALP. Issuance or redemption of additional Class A OP Units or Class B OP Units changes the relative ownership percentage of the partners. The issuance of Class B OP Units generally occurs when MAA issues common stock and the proceeds from that issuance are contributed to MAALP in exchange for the issuance to MAA of a number of OP Units equal to the number of shares of common stock issued. Likewise, if MAA repurchases or redeems outstanding shares of common stock, MAALP generally redeems an equal number of Class B OP Units with similar terms held by MAA for a redemption price equal to the purchase price of those shares of common stock. At each reporting period, the allocation between general partner capital and limited partner capital is adjusted to account for the change in the respective percentage ownership of the underlying capital of MAALP. Holders of the Class A OP Units may require MAA to redeem their Class A OP Units, in which case MAA may, at its option, pay the redemption price either in cash (in an amount per Class A OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA common stock (subject to adjustment under specified circumstances) for each Class A OP Unit so redeemed.

As of September 30, 2021, a total of 3,402,682 Class A OP Units were outstanding and redeemable for 3,402,682 shares of MAA common stock, with an approximate value of $635.5 million, based on the closing price of MAA’s common stock on September 30, 2021 of $186.75 per share. As of September 30, 2020, a total of 4,058,258 Class A OP Units were outstanding and redeemable for 4,058,258 shares of MAA common stock, with an approximate value of $470.6 million, based on the closing price of MAA’s common stock on September 30, 2020 of $115.95 per share. MAALP pays the same per unit distributions in respect to the OP Units as the per share dividends MAA pays in respect to its common stock.

As of September 30, 2021, MAALP had one outstanding series of cumulative redeemable preferred units, or the MAALP Series I preferred units. The MAALP Series I preferred units have the same characteristics as the MAA Series I preferred stock described in Note 8. As of September 30, 2021, 867,846 units of the MAALP Series I preferred units were outstanding. See Note 7 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAALP Series I preferred units.

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10. Commitments and Contingencies

Leases

The Company’s leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring in 2028 related to its corporate headquarters. Both leases contain stated rent increases that generally compensate for the impact of inflation. The Company also has other commitments related to immaterial office and equipment operating leases.

The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease obligations recorded on the Condensed Consolidated Balance Sheets as of September 30, 2021 (in thousands):

	Operating Leases
2021	$	717
2022		2,894
2023		2,885
2024		2,862
2025		2,872
Thereafter		62,913
Total minimum lease payments		75,143
Net present value adjustments		(44,425	)
Operating lease obligations	$	30,718

Legal Proceedings

In June 2016, plaintiffs Cathi Cleven and Tara Cleven, on behalf of a purported class of plaintiffs, filed a complaint against MAA and the Operating Partnership in the United States District Court for the Western District of Texas, Austin Division. In January 2017, Areli Arellano and Joe L. Martinez joined the lawsuit as additional plaintiffs. The lawsuit alleges that the Company (but not Post Properties (see the description of the Brown class action lawsuit below)) charged late fees at its Texas properties that violate Section 92.019 of the Texas Property Code, or Section 92.019, which provides that a landlord may not charge a tenant a late fee for failing to pay rent unless, among other things, the fee is a reasonable estimate of uncertain damages to the landlord that are incapable of precise calculation and result from the late payment of rent. The plaintiffs are seeking monetary damages and attorneys’ fees and costs. In September 2018, the District Court certified a class proposed by the plaintiffs. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiffs’ motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiffs’ motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted. The Company will continue to vigorously defend the action and pursue such appeals. Management estimates that the Company’s maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $54.6 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded.

In April 2017, plaintiff Nathaniel Brown, on behalf of a purported class of plaintiffs, filed a complaint against the Operating Partnership, as the successor by merger to Post Properties’ primary operating partnership, and MAA in the United States District Court for the Western District of Texas, Austin Division. The lawsuit alleges that Post Properties (and, following the Post Properties merger in December 2016, the Operating Partnership) charged late fees at its Texas properties that violate Section 92.019. The plaintiffs are seeking monetary damages and attorney’s fees and costs. In September 2018, the District Court certified a class proposed by the plaintiff. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiff’s motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiff’s motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Company also intends to appeal the District Court’s order granting plaintiff’s motion for summary judgment to the Fifth Circuit Court of Appeals if permission to appeal is granted. The Company will continue to vigorously defend the action and pursue such appeals. Management estimates that the Company’s maximum exposure in the lawsuit, given the class certification and summary judgment ruling, is $8.4 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded.

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. Matters which arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. While the resolution of these other matters cannot be predicted with certainty, management does not currently believe that such matters, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows in the event of a negative outcome.

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Loss Contingencies

The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. The Company records an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. The Company also accrues an estimate of defense costs expected to be incurred in connection with legal matters. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.

The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involves a series of complex judgments about future events. Among the factors considered in this assessment, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, management’s experience in similar matters, the facts available to management at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding or claim. Management’s assessment of these factors may change over time as individual proceedings or claims progress. For matters where management is not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are ultimately expected to be resolved through negotiation and settlement have not reached the point where management believes a reasonable estimate of loss, or range of loss, can be made. The Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any.

As of September 30, 2021 and December 31, 2020, the Company’s accrual for loss contingencies relating to unresolved legal matters was $5.2 million and $5.3 million in the aggregate, respectively. The loss contingencies are presented in “Accrued expenses and other liabilities” in the accompanying Condensed Consolidated Balance Sheets.

11. Segment Information

As of September 30, 2021, the Company owned and operated 296 multifamily apartment communities (which does not include development communities under construction) in 15 different states from which it derived all significant sources of earnings and operating cash flows. The Company views each consolidated apartment community as an operating segment. The Company’s chief operating decision maker, which is the Company’s Chief Executive Officer, evaluates performance and determines resource allocations of each of the apartment communities on a Same Store and Non-Same Store and Other basis, as well as an individual apartment community basis. This is consistent with the aggregation criteria under GAAP as each of the apartment communities generally has similar economic characteristics, facilities, services, and tenants.

The following reflects the 2 reportable segments for the Company:



Same Store includes communities that the Company has owned and have been stabilized for at least a full 12 months.



Non-Same Store and Other includes recently acquired communities, communities in development or lease-up, communities that have been identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in Non-Same Store and Other are non-multifamily activities.

On the first day of each calendar year, the Company determines the composition of its Same Store and Non-Same Store and Other reportable segments for that year as well as adjusts the previous year, which allows the Company to evaluate full period-over-period operating comparisons. Communities previously in development or lease-up are added to the Same Store segment on the first day of the calendar year after the community has been owned and stabilized for at least a full 12 months. Communities are considered stabilized after achieving 90% average physical occupancy for 90 days. Communities that have been identified for disposition are excluded from the Same Store segment.

The chief operating decision maker utilizes net operating income, or NOI, in evaluating the performance of its operating segments. Total NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of their status as held for sale. Management believes that NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance.

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Revenues and NOI for each reportable segment for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Revenues:
Same Store
Rental revenues	$	431,030		$	403,574		$	1,249,053		$	1,197,610
Other property revenues		2,966			3,103			9,302			9,159
Total Same Store revenues		433,996			406,677			1,258,355			1,206,769
Non-Same Store and Other
Rental revenues		18,449			16,447			55,372			47,438
Other property revenues		130			75			780			116
Total Non-Same Store and Other revenues		18,579			16,522			56,152			47,554
Total rental and other property revenues	$	452,575		$	423,199		$	1,314,507		$	1,254,323
Net Operating Income:
Same Store NOI	$	269,393		$	244,513		$	779,194		$	747,581
Non-Same Store and Other NOI		10,344			8,872			31,246			26,285
Total NOI		279,737			253,385			810,440			773,866
Depreciation and amortization		(134,611	)		(127,679	)		(397,938	)		(381,257	)
Property management expenses		(13,831	)		(12,691	)		(40,522	)		(39,064	)
General and administrative expenses		(12,670	)		(11,360	)		(38,763	)		(35,181	)
Interest expense		(39,234	)		(41,010	)		(117,773	)		(126,610	)
(Loss) gain on sale of depreciable real estate assets		(313	)		20			134,515			(7	)
Gain on sale of non-depreciable real estate assets		170			1,366			202			995
Other non-operating income (expense)		10,344			242			14,557			(13,647	)
Income tax expense		(2,803	)		(665	)		(5,847	)		(2,532	)
Income from real estate joint venture		258			428			915			1,153
Net income attributable to noncontrolling interests		(2,568	)		(2,126	)		(11,636	)		(6,096	)
Dividends to MAA Series I preferred shareholders		(922	)		(922	)		(2,766	)		(2,766	)
Net income available for MAA common shareholders	$	83,557		$	58,988		$	345,384		$	168,854

Assets for each reportable segment as of September 30, 2021 and December 31, 2020 were as follows (in thousands):

	September 30, 2021		December 31, 2020
Assets:
Same Store	$	9,910,526	$	10,076,511
Non-Same Store and Other		1,140,873		937,375
Corporate assets		202,733		180,905
Total assets	$	11,254,132	$	11,194,791

12. Real Estate Acquisitions and Dispositions

The following table reflects the Company’s acquisition activity for the nine months ended September 30, 2021:

Multifamily Development Acquisitions (1)	Market	Units (2)		Date Acquired
Novel Daybreak	Salt Lake City, UT		400	April 2021
Novel West Midtown	Atlanta, GA		340	April 2021

(1)

These pre-purchase multifamily community developments are being developed through joint ventures with a local developer. The Company owns 80% of each joint venture that owns these properties.

(2)

Represents number of units upon completion of the development.

Land Acquisition	Market	Acres	Date Acquired
MAA Westshore	Tampa, FL	19	June 2021

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The following table reflects the Company’s disposition activity for the nine months ended September 30, 2021:

Multifamily Disposition	Market	Units		Date Sold
Crosswinds	Jackson, MS		360	June 2021
Pear Orchard	Jackson, MS		389	June 2021
Reflection Pointe	Jackson, MS		296	June 2021
Lakeshore Landing	Jackson, MS		196	June 2021
Land Disposition	Market	Acres		Date Sold
Colonial Promenade	Huntsville, AL		1	September 2021
Tutwiler	Birmingham, AL		9	September 2021

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

The following discussion analyzes the financial condition and results of operations of both MAA and the Operating Partnership, of which MAA is the sole general partner and in which MAA owned a 97.1% interest as of September 30, 2021. MAA conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of September 30, 2021, we owned and operated 296 apartment communities through the Operating Partnership and its subsidiaries, and we had an ownership interest in one apartment community through an unconsolidated real estate joint venture and had eight development communities under construction. In addition, as of September 30, 2021, 32 of our apartment communities included retail components. Our apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of September 30, 2021.

We report in two segments, Same Store and Non-Same Store and Other. Our Same Store segment represents those apartment communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year. Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in our Non-Same Store and Other segment are non-multifamily activities. Additional information regarding the composition of our segments is included in Note 11 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Risks Associated with Forward Looking Statements

We consider this and other sections of this Quarterly Report on Form 10-Q to contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, 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 regarding the potential impact of the ongoing COVID-19 pandemic on our business, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans expressed or implied by such forward-looking statements. 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.

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The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements:



the COVID-19 pandemic and measures taken or that may be taken by federal, state and local governmental authorities to combat the spread of the disease;



inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors;



exposure to risks inherent in investments in a single industry and sector;



adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns;



failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results;



unexpected capital needs;



material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors;



inability to obtain appropriate insurance coverage at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverage;



ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;



level and volatility of interest or capitalization rates or capital market conditions;



the effect of any rating agency actions on the cost and availability of new debt financing;



the effect of the phase-out of the London Interbank Offered Rate, or LIBOR, as a variable rate debt benchmark by the end of 2021 and the transition to a different benchmark interest rate;



significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product;



our ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;



inability to attract and retain qualified personnel;



cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions;



potential liability for environmental contamination;



changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations;



extreme weather, natural disasters, disease outbreak and other public health events;



legal proceedings or class action lawsuits;



impact of reputational harm caused by negative press of our actions or policies, whether or not warranted;



compliance costs associated with numerous federal, state and local laws and regulations; and



other risks identified in this Quarterly Report on Form 10-Q and in other reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly disseminate.

New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events, circumstances or changes in expectations after the date on which this Quarterly Report on Form 10-Q is filed.

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Overview of the Three Months Ended September 30, 2021

For the three months ended September 30, 2021, net income available for MAA common shareholders was $83.6 million as compared to $59.0 million for the three months ended September 30, 2020. Results for the three months ended September 30, 2021 included $13.4 million of non-cash income related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares. Results for the three months ended September 30, 2020 included $1.3 million of non-cash income related to the embedded derivative in the MAA Series I preferred shares. Revenues for the three months ended September 30, 2021 increased 6.9% as compared to the three months ended September 30, 2020, driven by a 6.7% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the three months ended September 30, 2021 increased by 1.8% as compared to the three months ended September 30, 2020, driven by a 1.5% increase in our Same Store segment. The drivers of these changes are discussed below in the “Results of Operations” section.

Trends

During the three months ended September 30, 2021, revenue growth in our Same Store segment was driven by strong rent growth achieved on leases going into effect during the quarter and higher average physical occupancy as compared to the three months ended September 30, 2020. The average effective rent per unit in our Same Store segment continued to increase from the prior year, up 6.3% for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020. Average effective rent per unit represents the average of gross rent amounts, after the effect of leasing concessions, for occupied apartment units plus prevalent market rates asked for unoccupied apartment units, divided by the total number of units. Leasing concessions represent discounts to the current market rate. We believe average effective rent per unit is a helpful measurement in evaluating average pricing; however, it does not represent actual rental revenue collected per unit.

In addition, for the three months ended September 30, 2021, average physical occupancy for our Same Store segment was 96.4%, as compared to 95.5% for the three months ended September 30, 2020. Average physical occupancy is a measurement of the total number of our apartment units that are occupied by residents, and it represents the average of the daily physical occupancy for the period.

An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points in the Southeast, Southwest and Mid-Atlantic regions of the United States. This diversity tends to mitigate exposure to economic issues in any one geographic market or area. We believe that a well-balanced portfolio, including both urban and suburban locations, with a broad range of monthly rent price points, will perform well in “up” cycles as well as better weather “down” cycles. Through our investment in 36 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points.

While the United States economy continues to recover from the effects of the COVID-19 pandemic, demand for apartments during the third quarter of 2021 was very strong, as evidenced by the accelerating rent growth we achieved. Demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth. While our rent growth trends and rent collection trends in the third quarter of 2021 were strong, a worsening of the current environment could contribute to uncertain rent collections going forward, suppress demand for apartments and would likely drive rent growth on new leases and renewals lower than what we achieved in the three months ended September 30, 2021. Current elevated supply levels could further affect rent growth for our portfolio, particularly for apartment communities located in urban submarkets. To date, properties in suburban submarkets have been somewhat less impacted by supply, primarily because new development has been less prevalent in those submarkets.

With the COVID-19 pandemic still impacting the country and contributing more uncertainty than normal, we believe that our portfolio strategy of maintaining a diversity of markets, submarkets, product types and rent price points will serve the company better in this environment than a more concentrated portfolio profile. At a portfolio level, we have focused on using our pricing system to maintain strong occupancy. As noted above, average physical occupancy for our Same Store segment for the three months ended September 30, 2021 was 96.4%, which we believe positions us well to manage through this uncertain time, particularly as we move into the typically slower fall and winter leasing season.

Access to the financial markets remains strong, particularly for high credit rated borrowers. We were able to efficiently raise capital through both the debt market and the equity market during the third quarter of 2021. However, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing debt.

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Results of Operations

Comparison of the three months ended September 30, 2021 to the three months ended September 30, 2020

For the three months ended September 30, 2021, we achieved net income available for MAA common shareholders of $83.6 million, a 41.7% increase as compared to the three months ended September 30, 2020, and total revenue growth of $29.4 million, representing a 6.9% increase in property revenues as compared to the three months ended September 30, 2020. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020.

Property Revenues

The following table reflects our property revenues by segment for the three months ended September 30, 2021 and 2020 (dollars in thousands):

	Three months ended September 30,
	2021		2020		Increase		% Increase
Same Store	$	433,996	$	406,677	$	27,319		6.7	%
Non-Same Store and Other		18,579		16,522		2,057		12.5	%
Total	$	452,575	$	423,199	$	29,376		6.9	%

The increase in property revenues for our Same Store segment for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 was the primary driver of total property revenue growth. The Same Store segment generated a 6.7% increase in revenues for the three months ended September 30, 2021, primarily the result of average effective rent per unit growth of 6.3% as compared to the three months ended September 30, 2020. The increase in property revenues from the Non-Same Store and Other segment for the three months ended September 30, 2021 as compared to three months ended September 30, 2020 was primarily the result of increased revenues from recently completed development properties.

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the three months ended September 30, 2021 and 2020 (dollars in thousands):

	Three months ended September 30,
	2021		2020		Increase		% Increase
Same Store	$	164,603	$	162,164	$	2,439		1.5	%
Non-Same Store and Other		8,235		7,650		585		7.6	%
Total	$	172,838	$	169,814	$	3,024		1.8	%

The increase in property operating expenses for our Same Store segment for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 was primarily driven by increases in real estate tax expense of $1.1 million and building repairs and maintenance of $0.9 million.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2021 was $134.6 million, an increase of $6.9 million as compared to the three months ended September 30, 2020. The increase was primarily driven by the recognition of depreciation expense associated with our development and redevelopment activities completed after September 30, 2020 in the normal course of business through September 30, 2021.

Other Income and Expenses

Property management expenses for the three months ended September 30, 2021 were $13.8 million, an increase of $1.1 million as compared to the three months ended September 30, 2020. General and administrative expenses for the three months ended September 30, 2021 were $12.7 million, an increase of $1.3 million as compared to the three months ended September 30, 2020.

Interest expense for the three months ended September 30, 2021 was $39.2 million, a decrease of $1.8 million as compared to the three months ended September 30, 2020. The decrease was primarily due to a decrease of 18 basis points in our effective interest rate during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020. The decrease in our effective interest rate was primarily due to debt retirements subsequent to the third quarter of 2020 and through September 30, 2021, which were retired with proceeds from debt issuances with lower effective interest rates over the same period.

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Gain on sale of non-depreciable assets for the three months ended September 30, 2021 totaled $0.2 million, a decrease from the $1.4 million gain for the three months ended September 30, 2020.

Other non-operating (income) expense for the three months ended September 30, 2021 was $10.3 million of income, an increase of $10.1 million as compared to the three months ended September 30, 2020. The increase was driven by $13.4 million of non-cash income related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares and $10.1 million of non-cash income from unconsolidated limited partnerships, partially offset by $13.4 million of debt extinguishment costs recognized during the three months ended September 30, 2021. During the three months ended September 30, 2020, we recognized $1.3 million of non-cash income related to the adjustment of the embedded derivative. Expense recognized during the three months ended September 30, 2020 from both unconsolidated limited partnerships and debt extinguishments was negligible.

Comparison of the nine months ended September 30, 2021 to the nine months ended September 30, 2020

For the nine months ended September 30, 2021, we achieved net income available for MAA common shareholders of $345.4 million, a 104.5% increase as compared to the nine months ended September 30, 2020, and total revenue growth of $60.2 million, representing a 4.8% increase in property revenues as compared to the nine months ended September 30, 2020. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.

Property Revenues

The following table reflects our property revenues by segment for the nine months ended September 30, 2021 and 2020 (dollars in thousands):

	Nine months ended September 30,
	2021		2020		Increase		% Increase
Same Store	$	1,258,355	$	1,206,769	$	51,586		4.3	%
Non-Same Store and Other		56,152		47,554		8,598		18.1	%
Total	$	1,314,507	$	1,254,323	$	60,184		4.8	%

The increase in property revenues for our Same Store segment for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was the primary driver of total property revenue growth. The Same Store segment generated a 4.3% increase in revenues for the nine months ended September 30, 2021, primarily the result of average effective rent per unit growth of 3.6% as compared to the nine months ended September 30, 2020. The increase in property revenues from the Non-Same Store and Other segment for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was primarily the result of increased revenues from recently completed development properties.

Property Operating Expenses

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the nine months ended September 30, 2021 and 2020 (dollars in thousands):

	Nine months ended September 30,
	2021		2020		Increase		% Increase
Same Store	$	479,161	$	459,188	$	19,973		4.3	%
Non-Same Store and Other		24,906		21,269		3,637		17.1	%
Total	$	504,067	$	480,457	$	23,610		4.9	%

The increase in property operating expenses for our Same Store segment for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 was primarily driven by increases in insurance expense of $5.3 million, real estate tax expense of $5.0 million, building repairs and maintenance of $3.5 million, personnel expense of $3.1 million and utility expense of $2.6 million.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended September 30, 2021 was $397.9 million, an increase of $16.7 million as compared to the nine months ended September 30, 2020. The increase was primarily driven by the recognition of depreciation expense associated with our development and redevelopment activities completed after September 30, 2020 in the normal course of business through September 30, 2021.

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Other Income and Expenses

Property management expenses for the nine months ended September 30, 2021 were $40.5 million, an increase of $1.5 million as compared to the nine months ended September 30, 2020. General and administrative expenses for the nine months ended September 30, 2021 were $38.8 million, an increase of $3.6 million as compared to the nine months ended September 30, 2020.

Interest expense for the nine months ended September 30, 2021 was $117.8 million, a decrease of $8.8 million as compared to the nine months ended September 30, 2020. The decrease was primarily due to a decrease of 28 basis points in our effective interest rate during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. The decrease in our effective interest rate was primarily due to debt retirements subsequent to the third quarter of 2020 and through September 30, 2021, which were retired with proceeds from debt issuances with lower effective interest rates over the same period.

For the nine months ended September 30, 2021, we disposed of four apartment communities, resulting in gains on sale of depreciable real estate assets of $134.5 million. We did not dispose of any apartment communities during the nine months ended September 30, 2020.

Other non-operating (income) expense for the nine months ended September 30, 2021 was $14.6 million of income, an increase of $28.2 million as compared to the nine months ended September 30, 2020. The increase was primarily driven by $18.0 million of non-cash income from unconsolidated limited partnerships compared to $4.8 million of non-cash income from an unconsolidated limited partnership during the nine months ended September 30, 2020. During the nine months ended September 30, 2021, we also recognized $11.5 million of non-cash income related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares compared to the recognition of $14.6 million of non-cash expense related to the adjustment of the embedded derivative during the nine months ended September 30, 2020. During the nine months ended September 30, 2021, we recognized $13.4 million in debt extinguishment costs. Expense recognized during the nine months ended September 30, 2020 relating to debt extinguishments was negligible. During the nine months ended September 30, 2021, we recognized $0.9 million of COVID-19 related expenses compared to $3.0 million of COVID-19 related expenses during the nine months ended September 30, 2020.

Funds from Operations and Core Funds from Operations

Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (computed in accordance with the United States generally accepted accounting principles, or GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests and adjustments for joint ventures. Because noncontrolling interest is added back, FFO, when used in this Quarterly Report on Form 10-Q, represents FFO attributable to the Company.

FFO should not be considered as an alternative to net income available for MAA common shareholders or any other GAAP measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity. Management believes that FFO is helpful to investors in understanding our operating performance, primarily because its calculation excludes depreciation and amortization 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. While our calculation of FFO is in accordance with the National Association of Real Estate Investment Trusts’, or NAREIT’s, definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs.

Core FFO represents FFO as adjusted for items that are not considered part of our core business operations such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non-depreciable assets, adjustments for gains or losses from unconsolidated limited partnerships, net casualty gain or loss, gain or loss on debt extinguishment, non-routine legal costs and settlements, COVID-19 related costs and mark-to-market debt adjustments. While our definition of Core FFO may be similar to others in the industry, our methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to net income available for MAA common shareholders as an indicator of operating performance. We believe that Core FFO is helpful in understanding our core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance.

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The following table presents a reconciliation of net income available for MAA common shareholders to FFO and Core FFO for the three and nine months ended September 30, 2021 and 2020, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Net income available for MAA common shareholders	$	83,557		$	58,988		$	345,384		$	168,854
Depreciation and amortization of real estate assets		132,803			125,916			392,586			376,430
Loss (gain) on sale of depreciable real estate assets		313			(20	)		(134,515	)		7
Depreciation and amortization of real estate assets    of real estate joint venture		154			153			463			458
Net income attributable to noncontrolling interests		2,568			2,126			11,636			6,096
FFO attributable to the Company		219,395			187,163			615,554			551,845
(Gain) loss from embedded derivative in preferred shares(1)		(13,432	)		(1,342	)		(11,492	)		14,603
Gain on sale of non-depreciable real estate assets		(170	)		(1,366	)		(202	)		(995	)
(Gain) loss from unconsolidated limited partnerships, net of tax(1)(2)		(7,985	)		100			(14,231	)		(4,085	)
Net casualty loss and other settlement proceeds(3)		244			511			2,004			1,207
Loss on debt extinguishment(1)		13,354			345			13,391			344
Non-routine legal costs and settlements(1)		(700	)		—			(716	)		40
COVID-19 related costs(1)		492			376			911			2,983
Mark-to-market debt adjustments(4)		67			83			234			(9	)
Core FFO	$	211,265		$	185,870		$	605,453		$	565,933

(1)

Included in “Other non-operating (income) expense” in the Condensed Consolidated Statements of Operations.

(2)

For the three and nine months ended September 30, 2021, $10.1 million and $18.0 million, respectively, of gains from unconsolidated limited partnerships are offset by $2.1 million and $3.8 million, respectively, of income tax expense. For the nine months ended September 30, 2020 $4.8 million of gains from unconsolidated limited partnerships are offset by $0.7 million of income tax expense.

(3)

During the nine months ended September 30, 2021, we incurred $21.4 million in casualty losses related to winter storm Uri (primarily building repairs, landscaping and asset write-offs). We expect the majority of the storm costs to be reimbursed through insurance coverage. A receivable has been recognized in “Other non-operating (income) expense” for the amount of the recorded losses that we expect to be recovered. Additional costs related to the storm that are not expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, are reflected in this adjustment. The adjustment is primarily included in “Other non-operating (income) expense” in the Condensed Consolidated Statements of Operations.

(4)

Included in “Interest expense” in the Condensed Consolidated Statements of Operations.

Core FFO for the three months ended September 30, 2021 was $211.3 million, an increase of $25.4 million as compared to the three months ended September 30, 2020, primarily as a result of an increase in property revenues of $29.4 million partially offset by increases in property operating expenses, excluding depreciation and amortization, of $3.0 million.

Core FFO for the nine months ended September 30, 2021 was $605.5 million, an increase of $39.5 million as compared to the nine months ended September 30, 2020, primarily as a result of an increase in property revenues of $60.2 million and a decrease in interest expense of $8.8 million. The increases to Core FFO were offset by increases in property operating expenses, excluding depreciation and amortization, of $23.6 million, and increases in general and administrative expenses of $3.6 million.

Liquidity and Capital Resources

Our cash flows from operating, investing and financing activities, as well as general economic and market conditions, are the principal factors affecting our liquidity and capital resources.

Operating Activities

Net cash provided by operating activities was $678.3 million for the nine months ended September 30, 2021 as compared to $643.9 million for the nine months ended September 30, 2020. The increase in operating cash flows was primarily driven by our operating performance partially offset by the timing of cash payments.

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Investing Activities

Net cash used in investing activities was $269.7 million for the nine months ended September 30, 2021 as compared to $293.2 million for the nine months ended September 30, 2020. The primary drivers of the change were as follows (dollars in thousands):

	Primary drivers of cash (outflow) inflow
	during the nine months ended September 30,						(Decrease) Increase
	2021			2020			in Net Cash
Purchases of real estate and other assets	$	(46,028	)	$	(5,004	)	$	(41,024	)
Capital improvements, development and other		(388,373	)		(288,183	)		(100,190	)
Proceeds from disposition of real estate assets		166,234			3,278			162,956

The increase in cash outflows for purchases of real estate and other assets was driven by acquisition activity during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. The increase in cash outflows for capital improvements, development and other was primarily driven by increased development and redevelopment capital spend during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. The increase in cash inflows related to proceeds from disposition of real estate assets was driven by the disposition of four multifamily apartment communities during the nine months ended September 30, 2021 as compared to no multifamily apartment community dispositions in the nine months ended September 30, 2020.

Financing Activities

Net cash used in financing activities was $402.7 million for the nine months ended September 30, 2021 as compared to $393.7 million for the nine months ended September 30, 2020. The primary drivers of the change were as follows (dollars in thousands):

	Primary drivers of cash (outflow) inflow
	during the nine months ended September 30,						(Decrease) Increase
	2021			2020			in Net Cash
Net change in commercial paper	$	(147,000	)	$	(35,000	)	$	(112,000	)
Proceeds from notes payable		594,423			447,593			146,830
Principal payments on notes payable		(466,817	)		(440,222	)		(26,595	)
Dividends paid on common shares		(352,384	)		(342,983	)		(9,401	)
Net change in other financing activities		(10,214	)		(4,118	)		(6,096	)

The increase in cash outflows related to the net change in commercial paper resulted from the decrease in net borrowings of $147.0 million on our commercial paper program during the nine months ended September 30, 2021, as compared to the decrease in net borrowings of $35.0 million on our commercial paper program during the nine months ended September 30, 2020. The increase in cash inflows related to proceeds from notes payable primarily resulted from the issuance of $600.0 million of unsecured senior notes during the nine months ended September 30, 2021, as compared to the issuance of $450.0 million of unsecured senior notes during the nine months ended September 30, 2020. The increase in cash outflows from principal payments on notes payable primarily resulted from the retirement of $222.0 million of senior unsecured private placement notes, $125.0 million of unsecured senior notes and $118.6 million of property mortgages during the nine months ended September 30, 2021, as compared to the retirement of a $300.0 million term loan and $135.7 million of property mortgages during the nine months ended September 30, 2020. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $3.075 per share during the nine months ended September 30, 2021, as compared to the dividend rate of $3.000 per share during the nine months ended September 30, 2020. The increase in cash outflows from the net change in other financing activities was primarily driven by increased debt extinguishment costs paid during the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020, partially offset by increased cash inflows from contributions received from noncontrolling interest real estate entities during the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020.

Equity

As of September 30, 2021, MAA owned 115,138,323 OP Units, comprising a 97.1% limited partnership interest in MAALP, while the remaining 3,402,682 outstanding OP Units were held by limited partners of MAALP other than MAA. Holders of OP Units (other than MAA) may require us to redeem their OP Units from time to time, in which case we may, at our option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed. MAA has registered under the Securities Act 3,402,682

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shares of its common stock that, as of September 30, 2021, were issuable upon redemption of OP Units, in order for those shares to be sold freely in the public markets.

In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. No shares had been settled under the forward sale agreements as of September 30, 2021. Subject to certain conditions, we generally have the right to elect cash or net share settlement under the forward sale agreements, although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of MAA’s common stock in exchange for cash proceeds. We intend to use any cash proceeds upon settlement of the forward sale agreements to fund our development and redevelopment activities, among other potential uses.

For more information regarding our equity capital resources, see Note 8 and Note 9 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Debt

The following schedule reflects our fixed and variable rate debt outstanding as of September 30, 2021 (dollars in thousands):

	Principal Balance			Average Years to Rate Maturity		Effective Rate
Unsecured debt
Fixed rate senior notes	$	4,175,000			7.4		3.3	%
Variable rate commercial paper		25,000			0.1		0.2	%
Debt issuance costs, discounts, premiums and fair market value adjustments		(24,744	)
Total unsecured debt	$	4,175,256			7.4		3.3	%
Secured debt
Fixed rate property mortgages	$	368,892			27.0		4.4	%
Debt issuance costs		(3,261	)
Total secured debt	$	365,631			27.0		4.4	%
Total debt	$	4,540,887			8.9		3.4	%
Total fixed rate debt	$	4,515,887			9.0		3.4	%

The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of September 30, 2021 (dollars in thousands):

	Commercial Paper & Revolving Credit Facility ⁽¹⁾ ⁽²⁾		Public Bonds		Secured		Total
2021	$	25,000	$	—	$	—	$	25,000
2022		—		124,779		—		124,779
2023		—		348,666		—		348,666
2024		—		397,820		—		397,820
2025		—		396,805		5,773		402,578
2026		—		296,238		—		296,238
2027		—		595,565		—		595,565
2028		—		395,935		—		395,935
2029		—		560,748		—		560,748
2030		—		297,109		—		297,109
Thereafter		—		736,591		359,858		1,096,449
Total	$	25,000	$	4,150,256	$	365,631	$	4,540,887

(1)

The $25.0 million maturing in 2021 reflects the principal outstanding under MAALP’s unsecured commercial paper program as of September 30, 2021. Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $500.0 million. For the three months ended September 30, 2021, average daily borrowings outstanding under the commercial paper program were $161.5 million.

(2)

There were no borrowings outstanding under MAALP’s $1.0 billion unsecured revolving credit facility as of September 30, 2021. The unsecured revolving credit facility has a maturity date of May 2023 plus two six-month extensions.

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The following schedule reflects the interest rate maturities of our outstanding fixed rate debt, net of debt issuance costs, discounts, premiums and fair market value adjustments, as of September 30, 2021 (dollars in thousands):

	Fixed Rate Debt		Effective Rate
2022	$	124,779		3.3	%
2023		348,666		4.2	%
2024		397,820		4.0	%
2025		402,578		4.2	%
2026		296,238		1.2	%
2027		595,565		3.7	%
2028		395,935		4.2	%
2029		560,748		3.7	%
2030		297,109		3.1	%
Thereafter		1,096,449		3.0	%
Total	$	4,515,887		3.4	%

Unsecured Revolving Credit Facility & Commercial Paper

In May 2019, MAALP closed on a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, or Wells Fargo, and fourteen other banks, which we refer to as the Credit Facility. The Credit Facility replaced our previous unsecured revolving credit facility and includes an expansion option up to $1.5 billion. The Credit Facility bears an interest rate of LIBOR plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods. As of September 30, 2021, there was no outstanding balance under the Credit Facility, while $3.4 million of capacity was used to support outstanding letters of credit. The Credit Facility serves as our primary source of short-term liquidity.

After December 31, 2021, certain tenors of the U.S. dollar, or USD, LIBOR will cease to be published with all remaining tenors of the USD LIBOR ceasing publication after June 30, 2023. Currently, our exposure to the phase-out of LIBOR is limited to the Credit Facility. The terms of the Credit Facility allow for the transition to an alternate benchmark interest rate, including the secured overnight financing rate, or SOFR, to replace any outstanding USD LIBOR borrowings at the time USD LIBOR is no longer published.

In May 2019, MAALP established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate amount outstanding of $500.0 million. As of September 30, 2021, there was $25.0 million outstanding under the commercial paper program.

Unsecured Senior Notes

As of September 30, 2021, we had $4.2 billion of publicly issued unsecured senior notes outstanding.

In July 2021, MAALP retired a $72.8 million tranche of privately placed unsecured senior notes at maturity.

In August 2021, MAALP publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2026 with a coupon rate of 1.100% per annum. Interest will be paid semi-annually on March 15 and September 15 of each year beginning March 15, 2022.

In August 2021, MAALP also publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2051 with a coupon rate of 2.875% per annum. Interest will be paid semi-annually on March 15 and September 15 of each year beginning March 15, 2022.

In September 2021, MAALP retired a $117.0 million tranche of privately placed unsecured senior notes due in November 2022, a $125.0 million portion of the $250.0.0 million in aggregate principal amount of publicly issued unsecured senior notes due in December 2022, a $12.3 million tranche of privately placed unsecured senior notes due in July 2023, and a $20.0 million tranche of privately placed unsecured senior notes due in November 2024. We incurred $13.4 million in prepayment penalties and write-offs of unamortized costs resulting from the debt retirements in the third quarter of 2021. These costs are included in “Other non-operating (income) expense” in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021.

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Secured Property Mortgages

We maintain secured property mortgages with various life insurance companies. As of September 30, 2021, we had $368.9 million of secured property mortgages with a weighted average interest rate of 4.4%.

In February 2021, we retired a $118.6 million mortgage associated with eight apartment communities prior to its June 2021 maturity.

For more information regarding our debt capital resources, see Note 6 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As of September 30, 2021 and 2020, we had an ownership interest in a limited liability company that owns one apartment community comprised of 269 units, located in Washington, D.C. We also had ownership interests in two technology-focused limited partnerships as of September 30, 2021. Our interests in these investments are unconsolidated and are recorded using the equity method as we do not have a controlling interest.

As of September 30, 2021 and 2020, we did not have any relationships, including those with unconsolidated entities or financial partnerships, for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties other than those disclosed in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

Insurance

We carry comprehensive general liability coverage on our apartment communities, with limits of liability we believe are customary within the multifamily apartment industry, to insure against liability claims and related defense costs. We also maintain insurance against the risk of direct physical damage to reimburse us on a replacement cost basis for costs incurred to repair or rebuild any property, including loss of rental income during the reconstruction period.

We renegotiated our insurance programs effective July 1, 2021. We believe that the current property and casualty insurance program in place provides appropriate insurance coverage for financial protection against insurable risks such that any insurable loss experienced that can be reasonably anticipated would not have a significant impact on our liquidity, financial position or results of operations.

Inflation

Our resident leases at our apartment communities allow for adjustments in the rental rate at the time of renewal, which may enable us to seek rent increases. The majority of our leases are for one year or less. The short-term nature of these leases generally serves to reduce our risk to adverse effects of inflation.

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Critical Accounting Policies and Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021, for discussions of our critical accounting policies. During the nine months ended September 30, 2021, there were no material changes to these policies. For more information on recent accounting pronouncements that could have a material impact on our condensed consolidated financial statements see Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our borrowings. As of September 30, 2021, 17.0% of our total market capitalization consisted of debt borrowings. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of fixed rate debt instruments and from time to time interest rate swaps to effectively fix the interest rate on anticipated future debt transactions. We use our best efforts to have our debt instruments mature across multiple years, which we believe limits our exposure to interest rate changes in any one year. We do not enter into derivative instruments for trading or other speculative purposes. As of September 30, 2021, 99.4% of our outstanding debt was subject to fixed rates. We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest rate fluctuations. There have been no material changes in our market risk as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

Item 4. Controls and Procedures.

Mid-America Apartment Communities, Inc.

(a) Evaluation of Disclosure Controls and Procedures

MAA is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of MAA’s disclosure controls and procedures as of September 30, 2021. Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2021 to ensure that information required to be disclosed by MAA in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to MAA’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting.

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Mid-America Apartments, L.P.

(a) Evaluation of Disclosure Controls and Procedures

The Operating Partnership is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the Operating Partnership’s disclosure controls and procedures as of September 30, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, concluded that the disclosure controls and procedures were effective as of September 30, 2021 to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As disclosed in Note 10 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, we are engaged in certain legal proceedings, and the disclosure set forth in Note 10 relating to legal proceedings is incorporated herein by reference.

Item 1A. Risk Factors.

Other than the risk factor set forth below, there have been no material changes to the risk factors that were discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021.

Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties.

We must own, operate, manage, acquire, develop and redevelop our properties in compliance with numerous federal, state and local laws and regulations. For example, the Americans with Disabilities Act of 1990, 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 us to modify our existing apartment communities. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features that increase our construction costs. We cannot ascertain the costs of compliance with these laws, which may be substantial.

We do not know whether the legal requirements we are subject to will change or whether new requirements will be imposed. Changes in laws and regulations could require us to make significant unanticipated expenditures and limit our ability to recover increases in operating expenses, impose limitations on our ability to increase rents or charge certain fees, impose limitations on our ability to enforce remedies for the failure to pay rent or otherwise adversely impact our operations. For example, as the eviction moratoria enacted in light of the COVID-19 pandemic began to lapse, many state and local governments are implementing policies to prevent or delay formal eviction proceedings, and the federal government has urged all states to adopt eviction diversion strategies. In June 2021, the U.S. Justice Department sent a letter to the chief justices of state supreme courts and state court administrators encouraging immediate enactment of eviction diversion policies, including, among others, a requirement for landlords to apply for rental assistance prior to filing for eviction and the extension of pending eviction cases to provide sufficient time for rental assistance applications to be processed, while also recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants. In addition, we have seen an increase in state and local governments implementing, considering or being urged by tenant advocacy groups to consider rent control or rent stabilization laws and regulations as well as tenants’ rights laws and regulations. Any

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such future enactments in the markets in which we operate could have a significant adverse impact on our results of operations and the value of our properties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities

The following table reflects repurchases of shares of MAA’s common stock during the three months ended September 30, 2021:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Share Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs (1)
July 1, 2021 - July 31, 2021		—	$	—		—		4,000,000
August 1, 2021 - August 31, 2021		—	$	—		—		4,000,000
September 1, 2021 - September 30, 2021		—	$	—		—		4,000,000
Total		—				—		4,000,000

(1)

This column reflects the number of shares of MAA’s common stock that are available for purchase under the 4.0 million share repurchase program authorized by MAA’s Board of Directors in December 2015.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

(a)

The following exhibits are filed as part of this report.

Exhibit Number	Exhibit Description
3.1	Composite Charter of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 24, 2017 and incorporated herein by reference)
3.2	Fourth Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of March 13, 2018 (filed as Exhibit 3.2(i) to the Registrant’s Current Report on Form 8-K filed on March 14, 2018 and incorporated herein by reference)
3.3	Composite Certificate of Limited Partnership of Mid-America Apartments, L.P. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference)
3.4	Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. dated as of October 1, 2013 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2013 and incorporated herein by reference)
3.5	First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2016 and incorporated herein by reference)
4.1	Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2017 and incorporated herein by reference)
4.2	Sixth Supplemental Indenture, dated as of August 19, 2021, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 19, 2021 and incorporated herein by reference)
31.1	MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3	MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	MAA 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	MAA 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
32.3	MAALP 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
32.4	MAALP 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
101	Interactive Data Files submitted pursuant to Rule 405 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (Inline XBRL)
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

			MID-AMERICA APARTMENT COMMUNITIES, INC.
Date:	October 28, 2021	By:	/s/ A. Clay Holder
			A. Clay Holder
			Senior Vice President and Chief Accounting Officer
			(Duly Authorized Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

			MID-AMERICA APARTMENTS, L.P.
		By:	Mid-America Apartment Communities, Inc., its general partner
Date:	October 28, 2021		/s/ A. Clay Holder
			A. Clay Holder
			Senior Vice President and Chief Accounting Officer
			(Duly Authorized Officer)

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