UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
February 3, 2004
Date of Report (Date of earliest event reported)
MID-AMERICA APARTMENT COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 1-12762 62-1543819
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
6584 POPLAR AVENUE, SUITE 300
MEMPHIS, TENNEESSEE 38138
(Address of principal executive offices)
(901) 682-6600
(Registrant's telephone number, including area code)
(Former name or address, if changed since last report)
ITEM 7. Financial Statements, Proforma Financial Information and Exhibits
a. Financial Statements of Businesses Acquired
BRE/MAAC ASSOCIATES, L.L.C.
Historical Summary of Gross Income
and Direct Operating Expenses
Years ended December 31, 2002, 2001, and 2000
(With Independent Auditors' Report Thereon)
Independent Auditors' Report
The Board of Directors
Mid-America Apartment Communities, Inc.:
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (Historical Summary) of the BRE/MAAC Associates, L.L.C., as
described in note 1 for each of the years in the three-year period ended
December 31, 2002. This Historical Summary is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
Historical Summary for BRE/MAAC Associates, L.L.C., (Acquired Entity) based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary. An
audit also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall presentation of
the Historical Summary. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying Historical Summary for the Acquired Entity was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission as described in note 1 and is not intended to be a complete
presentation of the Acquired Entity's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 1 to the Historical Summary for each of the years in the three-year period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.
Memphis, Tennessee
January 12, 2004
BRE/MAAC ASSOCIATES, L.L.C.
Historical Summary of Gross Income and Direct Operating Expenses
Years ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------------ ------------------ ------------------
Gross income $ 19,367,193 $ 18,969,755 $ 18,536,782
------------------ ------------------ ------------------
Direct operating expenses:
Operating expenses 4,724,230 3,914,145 3,841,115
Real estate taxes 2,180,973 2,081,839 2,171,667
Repairs and maintenance 1,662,469 1,704,206 1,662,947
------------------ ------------------ ------------------
8,567,672 7,700,190 7,675,729
------------------ ------------------ ------------------
Gross income in excess of direct
operating expenses $ 10,799,521 $ 11,269,565 $ 10,861,053
================== ================== ==================
See accompanying notes to Historical Summary of Gross Income and Direct
Operating Expenses for the Acquired Entity.
BRE/MAAC ASSOCIATES, L.L.C.
Notes to Historical Summary of Gross Income
and Direct Operating Expenses
Years ended December 31, 2002, 2001, and 2000
(1) Accounting Policies
(a) Description
The accompanying financial statement includes the operations of
BRE/MAAC Associates, L.L.C. (Acquired Entity), a Delaware
limited liability company that was formed on March 31, 1999, as a
joint venture between Blackstone Real Estate Acquisitions, L.L.C.
(Blackstone) (66.67% ownership interest) and Mid-America
Apartment Communities, L.P. (Mid-America) (33.33% ownership).
Blackstone's ownership interest was acquired by Mid-America on
August 25, 2003. The Acquired Entity owns and operates 10
apartment communities totaling 2,793 apartment units.
(b) Basis of Presentation
The accompanying Historical Summary is not representative of the
actual operations for the periods presented. Certain expenses
have been excluded because Mid-America does not anticipate that
they will be incurred in future operations of the property.
Expenses excluded consist of depreciation and amortization,
management fees and other costs not directly related to the
future operations of the Acquired Entity. Operating expenses
include payroll, utilities, advertising, and other general and
administrative costs. Management is not aware of any material
factors relating to this Acquired Entity that would cause this
Historical Summary not to be indicative of future operating
results as related to gross income and direct operating expenses.
(c) Income Recognition
Revenues from rental property are recognized when due from
tenants. Leases are generally for one year or less.
(2) Pro Forma Taxable Operating Results and Funds Generated from Operations
(Unaudited)
The pro forma table reflects the taxable operating results and funds
generated from operations of the Acquired Entity for the twelve months
ended December 31, 2002 as adjusted for certain items which can be
factually supported. This Historical Summary does not purport to
forecast actual operating results for any period in the future.
2002
------------------
Pro forma net operating income (exclusive of depreciation and amortization) $ 9,912,040
Less estimated depreciation expense 5,521,211
------------------
Pro forma taxable operating income 4,390,829
Add depreciation not requiring outlay of funds 5,521,211
------------------
Pro forma funds generated from operations $ 9,912,040
==================
Depreciation for the buildings is estimated using a straight-line method over a
30-year life.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MID-AMERICA APARTMENT COMMUNITIES, INC.
Date: February 3, 2004 /s/Simon R.C. Wadsworth
Simon R.C. Wadsworth
Executive Vice Presidentand Chief Financial Officer
(Principal Financial and Accounting Officer)