MAA(MAA) - 2022 Q3 - Quarterly Report

Explanatory Note This section clarifies the combined Form 10-Q filing for MAA and its UPREIT subsidiary MAALP, detailing their relationship and reporting benefits - The report combines filings for Mid-America Apartment Communities, Inc. (MAA) and Mid-America Apartments, L.P. (MAALP), an UPREIT structure where MAA is the sole general partner[13][15] - As of September 30, 2022, MAA owned 115,447,252 OP Units, representing 97.3% of the total OP Units in MAALP[14] - Combining reports enhances investor understanding, eliminates duplicative disclosure, and creates time and cost efficiencies[16] PART I – FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the reporting period Item 1. Financial Statements. This section presents the unaudited condensed consolidated financial statements for MAA and MAALP, including balance sheets, income, cash flows, and detailed notes Mid-America Apartment Communities, Inc. Condensed Consolidated Balance Sheets This table presents the condensed consolidated balance sheets for MAA as of September 30, 2022, and December 31, 2021 | Metric | Sep 30, 2022 ($ thousands) | Dec 31, 2021 ($ thousands) | | :--------------------------------- | :------------------------- | :------------------------- | | Total Assets | 11,338,227 | 11,285,182 | | Real estate assets, net | 11,002,812 | 10,898,903 | | Total Liabilities | 5,166,327 | 5,101,090 | | Total Equity | 6,151,755 | 6,153,907 | Mid-America Apartment Communities, Inc. Condensed Consolidated Statements of Operations This table presents MAA's condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Rental and other property revenues | 520,783 | 452,575 | 1,491,901 | 1,314,507 | | Net income available for MAA common shareholders | 121,389 | 83,557 | 441,049 | 345,384 | | Earnings per common share - basic | 1.05 | 0.73 | 3.82 | 3.01 | | Earnings per common share - diluted | 1.05 | 0.73 | 3.82 | 3.01 | Mid-America Apartment Communities, Inc. Condensed Consolidated Statements of Comprehensive Income This table presents MAA's condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2022 and 2021 | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net income | 125,703 | 87,047 | 455,840 | 359,786 | | Comprehensive income attributable to MAA | 122,581 | 84,727 | 444,626 | 348,894 | Mid-America Apartment Communities, Inc. Condensed Consolidated Statements of Cash Flows This table presents MAA's condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 | Cash Flow Activity | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | 807,315 | 678,250 | | Net cash used in investing activities | (414,613) | (269,655) | | Net cash used in financing activities | (469,746) | (402,689) | | Net (decrease) increase in cash, cash equivalents and restricted cash | (77,044) | 5,906 | | Cash, cash equivalents and restricted cash, end of period | 53,554 | 41,521 | Mid-America Apartments, L.P. Condensed Consolidated Balance Sheets This table presents the condensed consolidated balance sheets for MAALP as of September 30, 2022, and December 31, 2021 | Metric | Sep 30, 2022 ($ thousands) | Dec 31, 2021 ($ thousands) | | :--------------------------------- | :------------------------- | :------------------------- | | Total Assets | 11,338,227 | 11,285,182 | | Real estate assets, net | 11,002,812 | 10,898,903 | | Total Liabilities | 5,166,346 | 5,101,109 | | Total Equity | 6,151,736 | 6,153,888 | Mid-America Apartments, L.P. Condensed Consolidated Statements of Operations This table presents MAALP's condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Rental and other property revenues | 520,783 | 452,575 | 1,491,901 | 1,314,507 | | Net income available for MAALP unitholders | 124,781 | 86,125 | 453,367 | 357,020 | | Earnings per common unit - basic | 1.05 | 0.73 | 3.82 | 3.01 | | Earnings per common unit - diluted | 1.05 | 0.73 | 3.82 | 3.01 | Mid-America Apartments, L.P. Condensed Consolidated Statements of Comprehensive Income This table presents MAALP's condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2022 and 2021 | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net income | 125,703 | 87,047 | 455,840 | 359,786 | | Comprehensive income attributable to MAALP | 125,982 | 87,325 | 456,968 | 360,621 | Mid-America Apartments, L.P. Condensed Consolidated Statements of Cash Flows This table presents MAALP's condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 | Cash Flow Activity | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | 807,315 | 678,250 | | Net cash used in investing activities | (414,613) | (269,655) | | Net cash used in financing activities | (469,746) | (402,689) | | Net (decrease) increase in cash, cash equivalents and restricted cash | (77,044) | 5,906 | | Cash, cash equivalents and restricted cash, end of period | 53,554 | 41,521 | Notes to Condensed Consolidated Financial Statements. This section provides detailed notes to the condensed consolidated financial statements, explaining accounting policies and financial details 1. Organization and Summary of Significant Accounting Policies This note details the Company's UPREIT structure, business operations, and significant accounting policies, including consolidation and revenue recognition - MAA owns 97.3% of the total OP Units in MAALP as of September 30, 2022, and controls its day-to-day operations as the sole general partner[40] - The Company owned and operated 292 apartment communities and had five development communities under construction as of September 30, 2022, with total expected costs of $444.0 million for these projects[43][44] - Investments in technology-focused limited partnerships decreased from $79.4 million at December 31, 2021, to $41.8 million at September 30, 2022, primarily due to unrealized losses[50] - Rental revenues constitute approximately 94% of the Company's total revenues, recognized on a straight-line basis over the lease term[53] 2. Earnings per Common Share of MAA This note details the calculation of MAA's basic and diluted earnings per common share, including adjustments for noncontrolling interests | Metric | 3 months ended Sep 30, 2022 | 3 months ended Sep 30, 2021 | 9 months ended Sep 30, 2022 | 9 months ended Sep 30, 2021 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income available for MAA common shareholders, adjusted | $121,307 | $83,477 | $440,741 | $345,025 | | Weighted average common shares - basic | 115,363 | 114,933 | 115,325 | 114,568 | | Earnings per common share - basic | $1.05 | $0.73 | $3.82 | $3.01 | | Weighted average common shares - diluted | 115,568 | 115,229 | 115,592 | 114,873 | | Earnings per common share - diluted | $1.05 | $0.73 | $3.82 | $3.01 | 3. Earnings per OP Unit of MAALP This note explains the computation of MAALP's basic and diluted earnings per common unit, mirroring MAA's methodology | Metric | 3 months ended Sep 30, 2022 | 3 months ended Sep 30, 2021 | 9 months ended Sep 30, 2022 | 9 months ended Sep 30, 2021 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income available for MAALP common unitholders, adjusted | $124,699 | $86,045 | $453,059 | $356,661 | | Weighted average common units - basic | 118,564 | 118,430 | 118,528 | 118,389 | | Earnings per common unit - basic | $1.05 | $0.73 | $3.82 | $3.01 | | Weighted average common units - diluted | 118,769 | 118,726 | 118,795 | 118,694 | | Earnings per common unit - diluted | $1.05 | $0.73 | $3.82 | $3.01 | 4. MAA Equity This note reconciles changes in MAA's total shareholders' equity for the three and nine months ended September 30, 2022 and 2021 | Metric | Equity Balance June 30, 2022 ($ thousands) | Equity Balance Sep 30, 2022 ($ thousands) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Total Equity | 6,168,116 | 6,151,755 | | Net income | 125,703 | | | Dividends on common stock | (144,309) | | | Metric | Equity Balance Dec 31, 2021 ($ thousands) | Equity Balance Sep 30, 2022 ($ thousands) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Total Equity | 6,153,907 | 6,151,755 | | Net income (loss) | 455,840 | | | Dividends on common stock | (414,138) | | | Acquisition of noncontrolling interest | (43,070) | | 5. MAALP Capital This note presents changes in MAALP's total capital for the three and nine months ended September 30, 2022 and 2021 | Metric | Capital Balance June 30, 2022 ($ thousands) | Capital Balance Sep 30, 2022 ($ thousands) | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Total Partnership Capital | 6,168,097 | 6,151,736 | | Net income | 125,703 | | | Distributions to common unitholders | (148,305) | | | Metric | Capital Balance Dec 31, 2021 ($ thousands) | Capital Balance Sep 30, 2022 ($ thousands) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Total Partnership Capital | 6,153,888 | 6,151,736 | | Net income (loss) | 455,840 | | | Distributions to common unitholders | (425,615) | | | Acquisition of noncontrolling interest | (43,070) | | 6. Borrowings This note summarizes the Company's outstanding debt, including unsecured and secured borrowings, and recent credit facility amendments | Debt Type | Balance ($ thousands) | Weighted Average Effective Rate | Weighted Average Contract Maturity | | :--------------------------------------- | :-------------------------- | :------------------------------ | :------------------------------- | | Unsecured debt | 4,154,820 | 3.3% | 5/14/2029 | | Secured debt | 364,331 | 4.4% | 10/19/2048 | | Total outstanding debt | 4,519,151 | 3.4% | | - MAALP amended its unsecured revolving credit facility in July 2022, increasing borrowing capacity to $1.25 billion (with an option to expand to $2.0 billion), maturing in October 2026, with no outstanding balance as of September 30, 2022[72] - The unsecured commercial paper program's maximum aggregate principal amount was increased to $625.0 million in September 2022, with $125.0 million outstanding as of September 30, 2022[73] - MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in December 2022 during September 2022[74] 7. Financial Instruments and Derivatives This note discusses the Company's financial instruments, fair value measurements, and the impact of terminated cash flow hedges - The fair value of fixed rate notes payable was $3.9 billion as of September 30, 2022, compared to $4.8 billion as of December 31, 2021[77] - The fair value of the embedded derivative in the MAA Series I preferred stock was $24.1 million as of September 30, 2022, down from $34.5 million at December 31, 2021[79] - The Company recognized a $10.4 million non-cash loss related to the fair value adjustment of the embedded derivative for the nine months ended September 30, 2022, compared to an $11.5 million gain in the prior year[83] - As of September 30, 2022, $10.5 million in realized losses from terminated interest rate swaps are recorded in Accumulated Other Comprehensive Loss (AOCL) and will be reclassified to interest expense over time[82] 8. Shareholders' Equity of MAA This note details MAA's common and preferred stock, equity forward sale agreements, and the at-the-market share offering program - As of September 30, 2022, MAA had 115,447,252 common shares and 867,846 shares of 8.50% Series I Cumulative Redeemable Preferred Stock outstanding[84][85] - MAA entered into two 18-month forward sale agreements in August 2021 for a total of 1.1 million common shares at an initial forward sale price of $190.56 per share; no shares had been settled as of September 30, 2022[86] - A new ATM share offering program was established in November 2021, authorizing the issuance of up to 4.0 million shares; no shares were sold under this program during the three and nine months ended September 30, 2022[88] 9. Partners' Capital of MAALP This note details MAALP's partners' capital, including OP Units, general partner authority, and redemption rights - As of September 30, 2022, there were 118,643,681 total OP Units outstanding, with MAA owning 97.3% (115,447,252 Class B OP Units) and limited partners holding 3,196,429 Class A OP Units[89] - Class A OP Units are redeemable for MAA common stock, with an approximate value of $495.7 million as of September 30, 2022, based on MAA's closing stock price[93] - MAALP has 867,846 outstanding MAALP Series I preferred units, which have the same characteristics as MAA Series I preferred stock[94] 10. Commitments and Contingencies This note outlines the Company's operating lease commitments, legal proceedings, and loss contingencies - The Company's operating leases have a weighted average remaining lease term of approximately 33 years and a weighted average discount rate of approximately 4.4% as of September 30, 2022[95] Operating Leases (Undiscounted Cash Flows) | Year | Operating Leases (Undiscounted Cash Flows, $ thousands) | | :--------- | :------------------------------------------------------ | | 2022 | 730 | | 2023 | 2,885 | | 2024 | 2,862 | | 2025 | 2,872 | | 2026 | 2,920 | | Thereafter | 59,993 | | Total minimum lease payments | 72,262 | | Right-of-use lease liabilities | 29,152 | - The accrual for loss contingencies related to unresolved legal matters decreased from $5.2 million at December 31, 2021, to $2.0 million at September 30, 2022[98] 11. Segment Information This note details the Company's Same Store and Non-Same Store segments, providing revenue, NOI, and asset breakdowns - The Company operates 292 multifamily apartment communities across 15 states, categorized into Same Store and Non-Same Store and Other segments[99] Segment Revenues and Net Operating Income | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Total rental and other property revenues | 520,783 | 452,575 | 1,491,901 | 1,314,507 | | Same Store revenues | 495,377 | 432,206 | 1,422,014 | 1,252,755 | | Total NOI | 329,360 | 279,737 | 949,381 | 810,440 | | Same Store NOI | 315,616 | 268,882 | 910,496 | 777,147 | Segment Assets | Segment Assets | Sep 30, 2022 ($ thousands) | Dec 31, 2021 ($ thousands) | | :----------------------- | :------------------------- | :------------------------- | | Same Store | 9,767,996 | 9,907,740 | | Non-Same Store and Other | 1,390,173 | 1,106,039 | | Corporate assets | 180,058 | 271,403 | | Total assets | 11,338,227 | 11,285,182 | 12. Real Estate Acquisitions and Dispositions This note details the Company's real estate acquisition and disposition activities during the nine months ended September 30, 2022 - Acquired two multifamily apartment communities in Tampa, FL and Charlotte, NC for approximately $213 million during the nine months ended September 30, 2022[104] - Disposed of two multifamily apartment communities in Fort Worth, TX for combined gross proceeds of approximately $167 million, recognizing a $132 million gain on sale of depreciable real estate assets[104] - Subsequent to September 30, 2022, the Company closed on the disposition of a 396-unit multifamily community in Maryland for approximately $104 million, expecting a $37 million gain in Q4 2022[104] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section provides management's discussion and analysis of the Company's financial condition and results of operations, including performance, trends, and liquidity Overview of the Three Months Ended September 30, 2022 This overview highlights MAA's strong Q3 2022 financial performance, driven by increased net income and total revenues from the Same Store segment - Net income available for MAA common shareholders increased by 45.3% to $121.4 million for the three months ended September 30, 2022, compared to $83.6 million in the prior year[111] - Total revenues grew by 15.1% for the three months ended September 30, 2022, primarily due to a 14.6% increase in the Same Store segment[111] - Property operating expenses (excluding depreciation and amortization) increased by 10.8%, driven by a 10.1% rise in the Same Store segment[111] Trends This section discusses key operational and market trends, including rent growth, occupancy, portfolio strategy, and external economic pressures - Average effective rent per unit in the Same Store segment increased by 16.7% for the three months ended September 30, 2022, compared to the prior year[112] - Average physical occupancy for the Same Store segment was 95.8% for the three months ended September 30, 2022, a slight decrease from 96.4% in the prior year[113] - The Company maintains a diversified portfolio across 39 defined markets in the Southeast, Southwest, and Mid-Atlantic regions to mitigate economic exposure[114] - Inflationary and supply chain pressures have led to higher operating expenses, particularly in personnel, repairs and maintenance, and real estate taxes, a trend expected to continue[115] Results of Operations This section provides a detailed comparison of the Company's financial performance for the three and nine months ended September 30, 2022 and 2021 Comparison of the three months ended September 30, 2022 to the three months ended September 30, 2021 This section compares MAA's financial performance for Q3 2022 versus Q3 2021, highlighting revenue growth and increased operating expenses | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | Increase ($ thousands) | % Increase | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :--------------------- | :--------- | | Total property revenues | 520,783 | 452,575 | 68,208 | 15.1% | | Same Store revenues | 495,377 | 432,206 | 63,171 | 14.6% | | Total property operating expenses | 191,423 | 172,838 | 18,585 | 10.8% | | Same Store operating expenses | 179,761 | 163,324 | 16,437 | 10.1% | - Depreciation and amortization expense increased by $2.3 million to $136.9 million, primarily due to development and capital spend activities[120] - Other non-operating expense (income) shifted from $10.3 million income in 2021 to $1.7 million expense in 2022, a $12.1 million decrease, driven by non-cash losses on embedded derivatives and investments[123] Comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2021 This section compares MAA's financial performance for the nine months ended September 30, 2022, versus 2021, showing revenue and expense changes | Metric | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | Increase ($ thousands) | % Increase | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :--------------------- | :--------- | | Total property revenues | 1,491,901 | 1,314,507 | 177,394 | 13.5% | | Same Store revenues | 1,422,014 | 1,252,755 | 169,259 | 13.5% | | Total property operating expenses | 542,520 | 504,067 | 38,453 | 7.6% | | Same Store operating expenses | 511,518 | 475,608 | 35,910 | 7.6% | - Depreciation and amortization expense increased by $6.8 million to $404.8 million, driven by development and capital spend activities[128] - Other non-operating expense (income) decreased by $33.8 million, shifting from $14.6 million income in 2021 to $19.2 million expense in 2022, primarily due to non-cash losses on embedded derivatives and investments[132] Funds from Operations and Core Funds from Operations This section defines FFO and Core FFO, non-GAAP measures, and reconciles them from net income, highlighting significant increases - FFO attributable to the Company increased by 18.5% to $259.96 million for the three months ended September 30, 2022, and by 17.1% to $720.94 million for the nine months ended September 30, 2022[136][137] - Core FFO increased by 22.8% to $259.51 million for the three months ended September 30, 2022, and by 21.2% to $733.54 million for the nine months ended September 30, 2022[136][137] FFO and Core FFO Reconciliation | Metric | 3 months ended Sep 30, 2022 ($ thousands) | 3 months ended Sep 30, 2021 ($ thousands) | 9 months ended Sep 30, 2022 ($ thousands) | 9 months ended Sep 30, 2021 ($ thousands) | | :--------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net income available for MAA common shareholders | 121,389 | 83,557 | 441,049 | 345,384 | | FFO attributable to the Company | 259,961 | 219,395 | 720,943 | 615,554 | | Core FFO | 259,505 | 211,265 | 733,537 | 605,453 | Liquidity and Capital Resources This section details the Company's liquidity and capital resources, emphasizing strong operating cash flows and access to funding for obligations and growth - The Company expects to fund its operations, capital spending, debt repayment, acquisitions, and dividends through operating cash flows, existing cash, commercial paper, revolving credit facility, and future debt/equity issuances[139] - As of September 30, 2022, the Company had $1.2 billion in combined unrestricted cash and available capacity under its revolving credit facility[141] - Net cash provided by operating activities increased by 19.0% to $807.3 million for the nine months ended September 30, 2022, compared to $678.3 million in the prior year[142] Debt Profile | Debt Type | Principal Balance ($ thousands) | Average Years to Maturity | Effective Rate | | :--------------------------------------- | :-------------------------- | :------------------------ | :------------- | | Unsecured debt | 4,154,820 | 6.4 | 3.4% | | Secured debt | 364,331 | 26.1 | 4.4% | | Total debt | 4,519,151 | 8.0 | 3.4% | Material Cash Requirements This section outlines the Company's significant cash obligations, including debt maturities, interest, capital contributions, and expenditures - As of September 30, 2022, the Company had $125.4 million in debt obligations maturing by December 31, 2022, and $46.3 million in additional interest payments due[156] - The Company is committed to making up to $32.9 million in additional capital contributions to technology-focused limited partnerships[156] - Five development communities are under construction with total expected costs of $444.0 million, of which $266.1 million had been incurred through September 30, 2022[158] - The current annual dividend rate on MAA's common stock is $5.00 per share[160] Inflation This section explains how short-term apartment leases allow for rental rate adjustments, mitigating inflation's impact on revenues - The short-term nature of apartment leases (one year or less) allows for rental rate adjustments at renewal, reducing the risk of inflation on revenues[162] Legal Matter This section discloses a class-action lawsuit alleging price inflation, which the Company believes lacks merit and will vigorously defend - A class-action lawsuit was filed in October 2022 alleging a conspiracy to artificially inflate multifamily residential real estate prices[163] - The Company believes the lawsuit is without merit and will vigorously defend the action[163] Critical Accounting Estimates This section refers to the Annual Report for critical accounting estimates, noting no material changes during the quarter - No material changes to critical accounting estimates occurred during the three months ended September 30, 2022[164] Item 3. Quantitative and Qualitative Disclosures About Market Risk. This section discusses the Company's primary market risk from interest rate changes and its strategy to manage it with fixed-rate debt - The Company's primary market risk exposure is to changes in interest rates on its borrowings[165] - As of September 30, 2022, 19.7% of total market capitalization consisted of debt borrowings, and 97.2% of outstanding debt was subject to fixed rates[165] - The Company manages interest rate risk by using fixed-rate debt, interest rate swaps, and diversifying debt maturities[165] Item 4. Controls and Procedures. This section confirms the effectiveness of disclosure controls and procedures for MAA and MAALP, with no material changes to internal controls Mid-America Apartment Communities, Inc. This section confirms the effectiveness of MAA's disclosure controls and procedures, with no material changes to internal controls - MAA's disclosure controls and procedures were effective as of September 30, 2022[166] - No material changes to MAA's internal control over financial reporting occurred during the quarter ended September 30, 2022[167] Mid-America Apartments, L.P. This section confirms the effectiveness of MAALP's disclosure controls and procedures, with no material changes to internal controls - MAALP's disclosure controls and procedures were effective as of September 30, 2022[168] - No material changes to MAALP's internal control over financial reporting occurred during the quarter ended September 30, 2022[169] PART II – OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, and other required information Item 1. Legal Proceedings. This section states the Company is involved in ordinary course legal proceedings, not expected to materially impact financial condition - The Company is subject to various legal proceedings and claims arising in the ordinary course of business[171] - Management does not believe these matters will have a material adverse effect on the Company's financial condition, results of operations, or cash flows[171] Item 1A. Risk Factors. This section indicates no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[172] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section details MAA's common stock repurchases, primarily for tax obligations, and the remaining share repurchase program authorization Common Stock Repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------------------------- | :----------------------------- | :--------------------------- | | August 1, 2022 - August 31, 2022 | 13 | $179.54 | | September 1, 2022 - September 30, 2022 | 54 | $165.95 | | Total | 67 | | - Shares were repurchased primarily to satisfy employees' statutory minimum federal and state tax obligations associated with the vesting of restricted shares[173] - As of September 30, 2022, 4,000,000 shares remained available for purchase under the publicly announced share repurchase program[173] Item 3. Defaults Upon Senior Securities. This item is marked as 'Not applicable,' indicating no defaults upon senior securities during the reporting period Item 4. Mine Safety Disclosures. This item is marked as 'Not applicable,' indicating no mine safety disclosures are required for the Company Item 5. Other Information. This item is marked as 'Not applicable,' indicating no other information requiring disclosure under this item Item 6. Exhibits. This section lists all exhibits filed as part of the Form 10-Q report, including organizational documents and certifications - Exhibits include Composite Charter and Bylaws for MAA, Agreement of Limited Partnership for MAALP, Fourth Amended and Restated Credit Agreement, and various certifications (e.g., Sarbanes-Oxley Act)[178] SIGNATURES This section contains the official signatures for MAA and MAALP, certifying the filing of the Quarterly Report on Form 10-Q - The Quarterly Report on Form 10-Q is signed by A. Clay Holder, Senior Vice President and Chief Accounting Officer, for both Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.[182][185]