Maryland (American Campus Communities, Inc.)
Maryland (American Campus Communities Operating
Partnership, L.P.) |
76-0753089 (American Campus Communities, Inc.)
56-2473181 (American Campus Communities Operating
Partnership, L.P.) |
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(IRS Employer Identification No.)
|
|
12700 Hill Country Blvd., Suite T-200
Austin, TX
(Address of Principal Executive Offices)
|
78738
(Zip Code)
|
American Campus Communities, Inc. | Yes x No o | |
American Campus Communities Operating Partnership, L.P. | Yes x No o |
American Campus Communities, Inc. | Yes x No o | |
American Campus Communities Operating Partnership, L.P. | Yes x No o |
Large accelerated filer x | Accelerated Filer o | |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Large accelerated filer o | Accelerated Filer o | |
Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company o |
American Campus Communities, Inc. | Yes o No x | |
American Campus Communities Operating Partnership, L.P | Yes o No x |
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●
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enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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●
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eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
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●
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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PAGE NO.
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PART I.
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|||
Item 1.
|
Consolidated Financial Statements
of American Campus Communities, Inc. and Subsidiaries:
|
||
1
|
|||
2
|
|||
3
|
|||
4
|
|||
Consolidated Financial Statements
of American Campus Communities Operating Partnership, L.P.
and Subsidiaries:
|
|||
5
|
|||
6
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|||
7
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|||
8
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|||
9
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|||
29
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|||
46
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|||
46
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|||
47
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|||
48
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September 30, 2012
|
December 31, 2011
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Investments in real estate:
|
||||||||
Wholly-owned properties, net
|
$ | 3,944,757 | $ | 2,761,757 | ||||
Wholly-owned properties held for sale
|
22,010 | 27,300 | ||||||
On-campus participating properties, net
|
58,080 | 59,850 | ||||||
Investments in real estate, net
|
4,024,847 | 2,848,907 | ||||||
Cash and cash equivalents
|
18,011 | 22,399 | ||||||
Restricted cash
|
51,078 | 22,956 | ||||||
Student contracts receivable, net
|
9,483 | 5,324 | ||||||
Other assets
|
111,153 | 108,996 | ||||||
Total assets
|
$ | 4,214,572 | $ | 3,008,582 | ||||
Liabilities and equity
|
||||||||
Liabilities:
|
||||||||
Secured mortgage, construction and bond debt
|
$ | 1,157,388 | $ | 858,530 | ||||
Unsecured term loan
|
350,000 | 200,000 | ||||||
Unsecured revolving credit facility
|
206,000 | 273,000 | ||||||
Secured agency facility
|
116,000 | 116,000 | ||||||
Accounts payable and accrued expenses
|
57,700 | 36,884 | ||||||
Other liabilities
|
113,637 | 77,840 | ||||||
Total liabilities
|
2,000,725 | 1,562,254 | ||||||
Commitments and contingencies (Note 14)
|
||||||||
Redeemable noncontrolling interests
|
56,838 | 42,529 | ||||||
Equity:
|
||||||||
American Campus Communities, Inc. stockholders’ equity:
Common stock, $.01 par value, 800,000,000 shares authorized, 91,982,368 and 72,759,546 shares issued and |
917 | 725 | ||||||
outstanding at September 30, 2012 and December 31, 2011, respectively
|
||||||||
Additional paid in capital
|
2,470,737 | 1,664,416 | ||||||
Accumulated earnings and dividends
|
(335,667 | ) | (286,565 | ) | ||||
Accumulated other comprehensive loss
|
(7,551 | ) | (3,360 | ) | ||||
Total American Campus Communities, Inc. stockholders’ equity
|
2,128,436 | 1,375,216 | ||||||
Noncontrolling interests - partially owned properties
|
28,573 | 28,583 | ||||||
Total equity
|
2,157,009 | 1,403,799 | ||||||
Total liabilities and equity
|
$ | 4,214,572 | $ | 3,008,582 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues
|
||||||||||||||||
Wholly-owned properties
|
$ | 110,112 | $ | 86,420 | $ | 304,346 | $ | 252,120 | ||||||||
On-campus participating properties
|
5,087 | 5,011 | 17,766 | 17,115 | ||||||||||||
Third-party development services
|
1,467 | 1,568 | 7,427 | 6,150 | ||||||||||||
Third-party management services
|
1,687 | 1,794 | 5,083 | 5,427 | ||||||||||||
Resident services
|
454 | 407 | 982 | 1,022 | ||||||||||||
Total revenues
|
118,807 | 95,200 | 335,604 | 281,834 | ||||||||||||
Operating expenses
|
||||||||||||||||
Wholly-owned properties
|
60,682 | 48,612 | 148,721 | 122,808 | ||||||||||||
On-campus participating properties
|
3,010 | 2,870 | 8,306 | 7,495 | ||||||||||||
Third-party development and management services
|
2,602 | 2,488 | 8,013 | 7,801 | ||||||||||||
General and administrative
|
7,582 | 2,880 | 15,760 | 8,931 | ||||||||||||
Depreciation and amortization
|
28,336 | 21,701 | 76,838 | 64,050 | ||||||||||||
Ground/facility leases
|
1,093 | 810 | 2,861 | 2,624 | ||||||||||||
Total operating expenses
|
103,305 | 79,361 | 260,499 | 213,709 | ||||||||||||
Operating income
|
15,502 | 15,839 | 75,105 | 68,125 | ||||||||||||
Nonoperating income and (expenses)
|
||||||||||||||||
Interest income
|
429 | 167 | 1,358 | 374 | ||||||||||||
Interest expense
|
(13,812 | ) | (13,046 | ) | (39,591 | ) | (38,928 | ) | ||||||||
Amortization of deferred financing costs
|
(1,072 | ) | (1,223 | ) | (3,047 | ) | (3,776 | ) | ||||||||
(Loss) income from unconsolidated joint ventures
|
- | (42 | ) | 444 | (67 | ) | ||||||||||
Other nonoperating income
|
136 | - | 14 | - | ||||||||||||
Total nonoperating expenses
|
(14,319 | ) | (14,144 | ) | (40,822 | ) | (42,397 | ) | ||||||||
Income before income taxes and discontinued
operations
|
1,183 | 1,695 | 34,283 | 25,728 | ||||||||||||
Income tax provision
|
(181 | ) | (88 | ) | (493 | ) | (373 | ) | ||||||||
Income from continuing operations
|
1,002 | 1,607 | 33,790 | 25,355 | ||||||||||||
Discontinued operations
|
||||||||||||||||
Income attributable to discontinued operations
|
20 | 185 | 961 | 1,924 | ||||||||||||
Gain from disposition of real estate
|
- | - | 83 | 14,574 | ||||||||||||
Total discontinued operations
|
20 | 185 | 1,044 | 16,498 | ||||||||||||
Net income
|
1,022 | 1,792 | 34,834 | 41,853 | ||||||||||||
Net income attributable to noncontrolling interests
|
||||||||||||||||
Redeemable noncontrolling interests
|
(66 | ) | (67 | ) | (541 | ) | (688 | ) | ||||||||
Partially owned properties
|
(329 | ) | (84 | ) | (1,312 | ) | (371 | ) | ||||||||
Net income attributable to noncontrolling interests
|
(395 | ) | (151 | ) | (1,853 | ) | (1,059 | ) | ||||||||
Net income attributable to common shareholders
|
$ | 627 | $ | 1,641 | $ | 32,981 | $ | 40,794 | ||||||||
Other comprehensive (loss) income
|
||||||||||||||||
Change in fair value of interest rate swaps
|
(2,386 | ) | 468 | (4,191 | ) | 1,395 | ||||||||||
Comprehensive (loss) income
|
$ | (1,759 | ) | $ | 2,109 | $ | 28,790 | $ | 42,189 | |||||||
Income per share attributable to common
shareholders - basic
|
||||||||||||||||
Income from continuing operations per share
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.35 | ||||||||
Net income per share
|
$ | - | $ | 0.02 | $ | 0.41 | $ | 0.59 | ||||||||
Income per share attributable to common
shareholders - diluted
|
||||||||||||||||
Income from continuing operations per share
|
$ | - | $ | 0.02 | $ | 0.39 | $ | 0.35 | ||||||||
Net income per share
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.58 | ||||||||
Weighted-average common shares outstanding
|
||||||||||||||||
Basic
|
89,169,868 | 70,008,276 | 79,404,323 | 68,551,434 | ||||||||||||
Diluted
|
89,751,495 | 70,561,514 | 80,009,463 | 69,120,438 | ||||||||||||
Distributions declared per common share
|
$ | 0.3375 | $ | 0.3375 | $ | 1.0125 | $ | 1.0125 |
Common
Shares |
Par Value of
Common Shares |
Additional Paid
in Capital |
Accumulated
Earnings and Dividends |
Accumulated
Other Comprehensive Loss |
Noncontrolling
Interests –
Partially Owned
Properties
|
Total
|
||||||||||||||||||||||
Equity, December 31, 2011
|
72,759,546 | $ | 725 | $ | 1,664,416 | $ | (286,565 | ) | $ | (3,360 | ) | $ | 28,583 | $ | 1,403,799 | |||||||||||||
Net proceeds from sale of common stock
|
19,052,306 | 191 | 804,375 | - | - | - | 804,566 | |||||||||||||||||||||
Adjustments to reflect redeemable noncontrolling
interests at fair value |
- | - | (706 | ) | - | - | - | (706 | ) | |||||||||||||||||||
Amortization of restricted stock awards
|
- | - | 3,948 | - | - | - | 3,948 | |||||||||||||||||||||
Vesting of restricted stock awards
|
113,345 | - | (2,094 | ) | - | - | - | (2,094 | ) | |||||||||||||||||||
Distributions to common and restricted stockholders
|
- | - | - | (82,083 | ) | - | - | (82,083 | ) | |||||||||||||||||||
Distributions to joint venture partners
|
- | - | - | - | - | (1,322 | ) | (1,322 | ) | |||||||||||||||||||
Conversion of common units to common stock
|
57,171 | 1 | 888 | - | - | - | 889 | |||||||||||||||||||||
Redemption of common units
|
- | - | (90 | ) | - | - | - | (90 | ) | |||||||||||||||||||
Change in fair value of interest rate swaps
|
- | - | - | - | (4,191 | ) | - | (4,191 | ) | |||||||||||||||||||
Net income
|
- | - | - | 32,981 | - | 1,312 | 34,293 | |||||||||||||||||||||
Equity, September 30, 2012
|
91,982,368 | $ | 917 | $ | 2,470,737 | $ | (335,667 | ) | $ | (7,551 | ) | $ | 28,573 | $ | 2,157,009 |
Nine Months Ended September 30,
|
||||||||
2012
|
2011
|
|||||||
Operating activities
|
||||||||
Net income
|
$ | 34,834 | $ | 41,853 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Gain from disposition of real estate
|
(83 | ) | (14,574 | ) | ||||
Loss on remeasurement of equity method investment
|
122 | - | ||||||
Depreciation and amortization
|
77,407 | 66,581 | ||||||
Amortization of deferred financing costs and debt premiums/discounts
|
1,904 | 61 | ||||||
Share-based compensation
|
3,948 | 3,279 | ||||||
(Income) loss from unconsolidated joint ventures
|
(444 | ) | 67 | |||||
Income tax provision
|
493 | 373 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash
|
(2,772 | ) | (1,406 | ) | ||||
Student contracts receivable, net
|
(4,088 | ) | (1,557 | ) | ||||
Other assets
|
2,452 | (5,885 | ) | |||||
Accounts payable and accrued expenses
|
10,104 | 908 | ||||||
Other liabilities
|
12,362 | 8,453 | ||||||
Net cash provided by operating activities
|
136,239 | 98,153 | ||||||
Investing activities
|
||||||||
Net proceeds from disposition of real estate
|
28,167 | 80,383 | ||||||
Cash paid for property acquisitions
|
(634,581 | ) | (47,111 | ) | ||||
Cash paid for land acquisitions
|
(32,571 | ) | (7,970 | ) | ||||
Capital expenditures for wholly-owned properties
|
(21,310 | ) | (19,717 | ) | ||||
Investments in wholly-owned properties under development
|
(286,411 | ) | (124,872 | ) | ||||
Capital expenditures for on-campus participating properties
|
(1,710 | ) | (1,370 | ) | ||||
Cash paid for increased ownership in consolidated subsidiaries
|
- | (3,275 | ) | |||||
Investment in mezzanine loans
|
(2,000 | ) | (11,600 | ) | ||||
Repayment of mezzanine loan
|
4,000 | - | ||||||
Increase in escrow deposits
|
(19,170 | ) | (95 | ) | ||||
Change in restricted cash related to capital reserves
|
(366 | ) | 1,126 | |||||
Proceeds from insurance settlement
|
- | 1,907 | ||||||
Purchase of corporate furniture, fixtures and equipment
|
(1,396 | ) | (893 | ) | ||||
Net cash used in investing activities
|
(967,348 | ) | (133,487 | ) | ||||
Financing activities
|
||||||||
Proceeds from sale of common stock
|
838,313 | 133,729 | ||||||
Offering costs
|
(33,223 | ) | (2,246 | ) | ||||
Pay-off of mortgage and construction loans
|
(62,182 | ) | (244,991 | ) | ||||
Proceeds from unsecured term loan
|
150,000 | 200,000 | ||||||
Pay-off of secured term loan
|
- | (100,000 | ) | |||||
Proceeds from credit facilities
|
371,000 | 139,000 | ||||||
Paydowns of credit facilities
|
(438,000 | ) | (90,000 | ) | ||||
Proceeds from construction loans
|
98,451 | - | ||||||
Principal payments on debt
|
(8,064 | ) | (6,966 | ) | ||||
Change in construction accounts payable
|
828 | - | ||||||
Redemption of common units for cash
|
(132 | ) | (306 | ) | ||||
Debt issuance and assumption costs
|
(5,858 | ) | (6,765 | ) | ||||
Distributions to common and restricted stockholders
|
(82,083 | ) | (69,735 | ) | ||||
Distributions to noncontrolling partners
|
(2,329 | ) | (1,394 | ) | ||||
Net cash provided by (used in) financing activities
|
826,721 | (49,674 | ) | |||||
Net change in cash and cash equivalents
|
(4,388 | ) | (85,008 | ) | ||||
Cash and cash equivalents at beginning of period
|
22,399 | 113,507 | ||||||
Cash and cash equivalents at end of period
|
$ | 18,011 | $ | 28,499 | ||||
Supplemental disclosure of non-cash investing and financing activities
|
||||||||
Loans assumed in connection with property acquisitions
|
$ | (250,073 | ) | $ | - | |||
Issuance of common units of
in connection with property acquisitions
|
$ | (15,000 | ) | $ | - | |||
Change in fair value of derivative instruments, net
|
$ | (4,191 | ) | $ | (1,395 | ) | ||
Supplemental disclosure of cash flow information
|
||||||||
Interest paid
|
$ | 48,390 | $ | 49,223 |
September 30, 2012
|
December 31, 2011
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Investments in real estate:
|
||||||||
Wholly-owned properties, net
|
$ | 3,944,757 | $ | 2,761,757 | ||||
Wholly-owned properties held for sale
|
22,010 | 27,300 | ||||||
On-campus participating properties, net
|
58,080 | 59,850 | ||||||
Investments in real estate, net
|
4,024,847 | 2,848,907 | ||||||
Cash and cash equivalents
|
18,011 | 22,399 | ||||||
Restricted cash
|
51,078 | 22,956 | ||||||
Student contracts receivable, net
|
9,483 | 5,324 | ||||||
Other assets
|
111,153 | 108,996 | ||||||
Total assets
|
$ | 4,214,572 | $ | 3,008,582 | ||||
Liabilities and capital
|
||||||||
Liabilities:
|
||||||||
Secured mortgage, construction and bond debt
|
$ | 1,157,388 | $ | 858,530 | ||||
Unsecured term loan
|
350,000 | 200,000 | ||||||
Unsecured revolving credit facility
|
206,000 | 273,000 | ||||||
Secured agency facility
|
116,000 | 116,000 | ||||||
Accounts payable and accrued expenses
|
57,700 | 36,884 | ||||||
Other liabilities
|
113,637 | 77,840 | ||||||
Total liabilities
|
2,000,725 | 1,562,254 | ||||||
Commitments and contingencies (Note 14)
|
||||||||
Redeemable limited partners
|
56,838 | 42,529 | ||||||
Capital:
|
||||||||
Partners’ capital:
General partner – 12,222 OP units outstanding at both September 30,
2012 and December 31, 2011
|
118 | 125 | ||||||
Limited partner – 91,970,146 and 72,747,324 OP units outstanding
at September 30, 2012 and December 31, 2011, respectively
|
2,135,869 | 1,378,451 | ||||||
Accumulated other comprehensive loss
|
(7,551 | ) | (3,360 | ) | ||||
Total partners’ capital
|
2,128,436 | 1,375,216 | ||||||
Noncontrolling interests - partially owned properties
|
28,573 | 28,583 | ||||||
Total capital
|
2,157,009 | 1,403,799 | ||||||
Total liabilities and capital
|
$ | 4,214,572 | $ | 3,008,582 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues
|
||||||||||||||||
Wholly-owned properties
|
$ | 110,112 | $ | 86,420 | $ | 304,346 | $ | 252,120 | ||||||||
On-campus participating properties
|
5,087 | 5,011 | 17,766 | 17,115 | ||||||||||||
Third-party development services
|
1,467 | 1,568 | 7,427 | 6,150 | ||||||||||||
Third-party management services
|
1,687 | 1,794 | 5,083 | 5,427 | ||||||||||||
Resident services
|
454 | 407 | 982 | 1,022 | ||||||||||||
Total revenues
|
118,807 | 95,200 | 335,604 | 281,834 | ||||||||||||
Operating expenses
|
||||||||||||||||
Wholly-owned properties
|
60,682 | 48,612 | 148,721 | 122,808 | ||||||||||||
On-campus participating properties
|
3,010 | 2,870 | 8,306 | 7,495 | ||||||||||||
Third-party development and management services
|
2,602 | 2,488 | 8,013 | 7,801 | ||||||||||||
General and administrative
|
7,582 | 2,880 | 15,760 | 8,931 | ||||||||||||
Depreciation and amortization
|
28,336 | 21,701 | 76,838 | 64,050 | ||||||||||||
Ground/facility leases
|
1,093 | 810 | 2,861 | 2,624 | ||||||||||||
Total operating expenses
|
103,305 | 79,361 | 260,499 | 213,709 | ||||||||||||
Operating income
|
15,502 | 15,839 | 75,105 | 68,125 | ||||||||||||
Nonoperating income and (expenses)
|
||||||||||||||||
Interest income
|
429 | 167 | 1,358 | 374 | ||||||||||||
Interest expense
|
(13,812 | ) | (13,046 | ) | (39,591 | ) | (38,928 | ) | ||||||||
Amortization of deferred financing costs
|
(1,072 | ) | (1,223 | ) | (3,047 | ) | (3,776 | ) | ||||||||
(Loss) income from unconsolidated joint ventures
|
- | (42 | ) | 444 | (67 | ) | ||||||||||
Other nonoperating income
|
136 | - | 14 | - | ||||||||||||
Total nonoperating expenses
|
(14,319 | ) | (14,144 | ) | (40,822 | ) | (42,397 | ) | ||||||||
Income before income taxes and discontinued operations
|
1,183 | 1,695 | 34,283 | 25,728 | ||||||||||||
Income tax provision
|
(181 | ) | (88 | ) | (493 | ) | (373 | ) | ||||||||
Income from continuing operations
|
1,002 | 1,607 | 33,790 | 25,355 | ||||||||||||
Discontinued operations
|
||||||||||||||||
Income attributable to discontinued operations
|
20 | 185 | 961 | 1,924 | ||||||||||||
Gain from disposition of real estate
|
- | - | 83 | 14,574 | ||||||||||||
Total discontinued operations
|
20 | 185 | 1,044 | 16,498 | ||||||||||||
Net income
|
1,022 | 1,792 | 34,834 | 41,853 | ||||||||||||
Net income attributable to noncontrolling interests – partially owned properties
|
(329 | ) | (84 | ) | (1,312 | ) | (371 | ) | ||||||||
Net income attributable to American Campus Communities Operating Partnership, L.P.
|
693 | 1,708 | 33,522 | 41,482 | ||||||||||||
Series A preferred unit distributions
|
(46 | ) | (46 | ) | (137 | ) | (137 | ) | ||||||||
Net income available to common unitholders
|
$ | 647 | $ | 1,662 | $ | 33,385 | $ | 41,345 | ||||||||
Other comprehensive (loss) income
|
||||||||||||||||
Change in fair value of interest rate swaps
|
(2,386 | ) | 468 | (4,191 | ) | 1,395 | ||||||||||
Comprehensive (loss) income
|
$ | (1,739 | ) | $ | 2,130 | $ | 29,194 | $ | 42,740 | |||||||
Income per unit attributable to common unitholders –
basic
|
||||||||||||||||
Income from continuing operations per unit
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.35 | ||||||||
Net income per unit
|
$ | - | $ | 0.02 | $ | 0.41 | $ | 0.59 | ||||||||
Income per unit attributable to common unitholders –
diluted
|
||||||||||||||||
Income from continuing operations per unit
|
$ | - | $ | 0.02 | $ | 0.39 | $ | 0.35 | ||||||||
Net income per unit
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.58 | ||||||||
Weighted-average common units outstanding
|
||||||||||||||||
Basic
|
90,069,204 | 70,913,102 | 80,291,801 | 69,469,183 | ||||||||||||
Diluted
|
90,650,831 | 71,466,340 | 80,896,941 | 70,038,187 | ||||||||||||
Distributions declared per common unit
|
$ | 0.3375 | $ | 0.3375 | $ | 1.0125 | $ | 1.0125 |
General Partner
|
Limited Partner
|
Accumulated
Other Comprehensive Loss |
Noncontrolling
Interests - Partially Owned Properties |
|||||||||||||||||||||||||
Units
|
Amount
|
Units
|
Amount
|
Total
|
||||||||||||||||||||||||
Balance as of December 31, 2011
|
12,222 | $ | 125 | 72,747,324 | $ | 1,378,451 | $ | (3,360 | ) | $ | 28,583 | $ | 1,403,799 | |||||||||||||||
Issuance of units in exchange for contributions of equity
offering proceeds
|
- | - | 19,052,306 | 804,566 | - | - | 804,566 | |||||||||||||||||||||
Adjustments to reflect redeemable limited partners’
interest at fair value
|
- | - | - | (706 | ) | - | - | (706 | ) | |||||||||||||||||||
Amortization of restricted stock awards
|
- | - | - | 3,948 | - | - | 3,948 | |||||||||||||||||||||
Vesting of restricted stock awards
|
- | - | 113,345 | (2,094 | ) | - | - | (2,094 | ) | |||||||||||||||||||
Distributions
|
- | (12 | ) | - | (82,071 | ) | - | - | (82,083 | ) | ||||||||||||||||||
Distributions to joint venture partners
|
- | - | - | - | - | (1,322 | ) | (1,322 | ) | |||||||||||||||||||
Conversion of common units to common stock
|
- | - | 57,171 | 889 | - | - | 889 | |||||||||||||||||||||
Redemption of common units
|
- | - | - | (90 | ) | - | - | (90 | ) | |||||||||||||||||||
Change in fair value of interest rate swaps
|
- | - | - | - | (4,191 | ) | - | (4,191 | ) | |||||||||||||||||||
Net income
|
- | 5 | - | 32,976 | - | 1,312 | 34,293 | |||||||||||||||||||||
Balance as of September 30, 2012
|
12,222 | $ | 118 | 91,970,146 | $ | 2,135,869 | $ | (7,551 | ) | $ | 28,573 | $ | 2,157,009 |
Nine Months Ended September 30,
|
||||||||
2012
|
2011
|
|||||||
Operating activities
|
||||||||
Net income
|
$ | 34,834 | $ | 41,853 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Gain from disposition of real estate
|
(83 | ) | (14,574 | ) | ||||
Loss on remeasurement of equity method investment
|
122 | - | ||||||
Depreciation and amortization
|
77,407 | 66,581 | ||||||
Amortization of deferred financing costs and debt premiums/discounts
|
1,904 | 61 | ||||||
Share-based compensation
|
3,948 | 3,279 | ||||||
(Income) loss from unconsolidated joint ventures
|
(444 | ) | 67 | |||||
Income tax provision
|
493 | 373 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash
|
(2,772 | ) | (1,406 | ) | ||||
Student contracts receivable, net
|
(4,088 | ) | (1,557 | ) | ||||
Other assets
|
2,452 | (5,885 | ) | |||||
Accounts payable and accrued expenses
|
10,104 | 908 | ||||||
Other liabilities
|
12,362 | 8,453 | ||||||
Net cash provided by operating activities
|
136,239 | 98,153 | ||||||
Investing activities
|
||||||||
Net proceeds from dispositions of real estate
|
28,167 | 80,383 | ||||||
Cash paid for property acquisitions
|
(634,581 | ) | (47,111 | ) | ||||
Cash paid for land acquisitions
|
(32,571 | ) | (7,970 | ) | ||||
Capital expenditures for wholly-owned properties
|
(21,310 | ) | (19,717 | ) | ||||
Investments in wholly-owned properties under development
|
(286,411 | ) | (124,872 | ) | ||||
Capital expenditures for on-campus participating properties
|
(1,710 | ) | (1,370 | ) | ||||
Cash paid for increased ownership in consolidated subsidiaries
|
- | (3,275 | ) | |||||
Investment in mezzanine loans
|
(2,000 | ) | (11,600 | ) | ||||
Repayment of mezzanine loan
|
4,000 | - | ||||||
Increase in escrow deposits
|
(19,170 | ) | (95 | ) | ||||
Change in restricted cash related to capital reserves
|
(366 | ) | 1,126 | |||||
Proceeds from insurance settlement
|
- | 1,907 | ||||||
Purchase of corporate furniture, fixtures and equipment
|
(1,396 | ) | (893 | ) | ||||
Net cash used in investing activities
|
(967,348 | ) | (133,487 | ) | ||||
Financing activities
|
||||||||
Proceeds from issuance of common units in exchange for contributions, net
|
805,090 | 131,483 | ||||||
Pay-off of mortgage and construction loans
|
(62,182 | ) | (244,991 | ) | ||||
Proceeds from unsecured term loan
|
150,000 | 200,000 | ||||||
Pay-off of secured term loan
|
- | (100,000 | ) | |||||
Proceeds from credit facilities
|
371,000 | 139,000 | ||||||
Paydowns of credit facilities
|
(438,000 | ) | (90,000 | ) | ||||
Proceeds from construction loans
|
98,451 | - | ||||||
Principal payments on debt
|
(8,064 | ) | (6,966 | ) | ||||
Change in construction accounts payable
|
828 | - | ||||||
Redemption of common units for cash
|
(132 | ) | (306 | ) | ||||
Debt issuance and assumption costs
|
(5,858 | ) | (6,765 | ) | ||||
Distributions paid on unvested restricted stock awards
|
(652 | ) | (611 | ) | ||||
Distributions paid on common units
|
(82,301 | ) | (70,053 | ) | ||||
Distributions paid on preferred units
|
(137 | ) | (137 | ) | ||||
Distributions paid to noncontrolling partners - partially owned properties
|
(1,322 | ) | (328 | ) | ||||
Net cash provided by (used in) financing activities
|
826,721 | (49,674 | ) | |||||
Net change in cash and cash equivalents
|
(4,388 | ) | (85,008 | ) | ||||
Cash and cash equivalents at beginning of period
|
22,399 | 113,507 | ||||||
Cash and cash equivalents at end of period
|
$ | 18,011 | $ | 28,499 | ||||
Supplemental disclosure of non-cash investing and financing activities
|
||||||||
Loans assumed in connection with property acquisitions
|
$ | (250,073 | ) | $ | - | |||
Issuance of common units of
in connection with property acquisitions
|
$ | (15,000 | ) | $ | - | |||
Change in fair value of derivative instruments, net
|
$ | (4,191 | ) | $ | 1,395 | |||
Supplemental disclosure of cash flow information
|
||||||||
Interest paid
|
$ | 48,390 | $ | 49,223 |
Buildings and improvements
|
7-40 years
|
|
Leasehold interest - on-campus
participating properties
|
25-34 years (shorter of useful life or respective lease term)
|
|
Furniture, fixtures and equipment
|
3-7 years
|
|
a.
|
Management, having the authority to approve the action, commits to a plan to sell the asset.
|
|
b.
|
The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets.
|
|
c.
|
An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated.
|
|
d.
|
The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year.
|
|
e.
|
The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
|
|
f.
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Common OP Units (Note 10)
|
899,336 | 904,826 | 887,478 | 917,749 | ||||||||||||
Preferred OP Units (Note 10)
|
114,128 | 114,128 | 114,128 | 114,308 | ||||||||||||
Total potentially dilutive securities
|
1,013,464 | 1,018,954 | 1,001,606 | 1,032,057 |
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Basic earnings per share calculation:
|
||||||||||||||||
Income from continuing operations
|
$ | 1,002 | $ | 1,607 | $ | 33,790 | $ | 25,355 | ||||||||
Income from continuing operations attributable to
noncontrolling interests
|
(395 | ) | (148 | ) | (1,839 | ) | (815 | ) | ||||||||
Income from continuing operations attributable to
common shareholders
|
607 | 1,459 | 31,951 | 24,540 | ||||||||||||
Amount allocated to participating securities
|
(196 | ) | (187 | ) | (652 | ) | (611 | ) | ||||||||
Income from continuing operations attributable to
common shareholders, net of amount allocated to
participating securities
|
411 | 1,272 | 31,299 | 23,929 | ||||||||||||
Income from discontinued operations
|
20 | 185 | 1,044 | 16,498 | ||||||||||||
Income from discontinued operations
attributable to noncontrolling interests
|
- | (3 | ) | (14 | ) | (244 | ) | |||||||||
Income from discontinued operations attributable to
common shareholders
|
20 | 182 | 1,030 | 16,254 | ||||||||||||
Net income attributable to common
shareholders, as adjusted - basic
|
$ | 431 | $ | 1,454 | $ | 32,329 | $ | 40,183 |
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Income from continuing operations attributable to
common shareholders, as adjusted – per share
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.35 | ||||||||
Income from discontinued operations attributable to
common shareholders – per share
|
$ | - | $ | - | $ | 0.01 | 0.24 | |||||||||
Net income attributable to common
shareholders, as adjusted – per share
|
$ | - | $ | 0.02 | $ | 0.41 | $ | 0.59 | ||||||||
Basic weighted average common shares
outstanding
|
89,169,868 | 70,008,276 | 79,404,323 | 68,551,434 |
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Basic earnings per unit calculation:
|
||||||||||||||||
Income from continuing operations
|
$ | 1,002 | $ | 1,607 | $ | 33,790 | $ | 25,355 | ||||||||
Income from continuing operations attributable to
noncontrolling interests – partially owned
properties
|
(329 | ) | (84 | ) | (1,312 | ) | (371 | ) | ||||||||
Income from continuing operations attributable to
Series A preferred units
|
(46 | ) | (46 | ) | (135 | ) | (110 | ) | ||||||||
Amount allocated to participating securities
|
(196 | ) | (187 | ) | (652 | ) | (611 | ) | ||||||||
Income from continuing operations attributable to
common unitholders, net of amount allocated to
participating securities
|
431 | 1,290 | 31,691 | 24,263 | ||||||||||||
Income from discontinued operations
|
20 | 185 | 1,044 | 16,498 | ||||||||||||
Income from discontinued operations attributable to
Series A preferred unit distributions
|
- | - | (2 | ) | (27 | ) | ||||||||||
Income from discontinued operations attributable to
common unitholders
|
20 | 185 | 1,042 | 16,471 | ||||||||||||
Net income attributable to common unitholders,
as adjusted – basic
|
$ | 451 | $ | 1,475 | $ | 32,733 | $ | 40,734 | ||||||||
Income from continuing operations attributable to
common unitholders, as adjusted – per unit
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.35 | ||||||||
Income from discontinued operations attributable
to common unitholders – per unit
|
$ | - | $ | - | $ | 0.01 | $ | 0.24 | ||||||||
Net income attributable to common unitholders,
as adjusted – per unit
|
$ | - | $ | 0.02 | $ | 0.41 | $ | 0.59 | ||||||||
Basic weighted average common units outstanding
|
90,069,204 | 70,913,102 | 80,291,801 | 69,469,183 | ||||||||||||
Diluted earnings per unit calculation:
|
||||||||||||||||
Income from continuing operations attributable to
common unitholders, net of amount allocated to
participating securities
|
$ | 431 | $ | 1,290 | $ | 31,691 | $ | 24,263 | ||||||||
Income from discontinued operations attributable to
common unitholders
|
20 | 185 | 1,042 | 16,471 | ||||||||||||
Net income attributable to common unitholders,
as adjusted
|
$ | 451 | $ | 1,475 | $ | 32,733 | $ | 40,734 | ||||||||
Income from continuing operations attributable to
common unitholders, net of amount allocated to
participating securities – per unit
|
$ | - | $ | 0.02 | $ | 0.39 | $ | 0.35 | ||||||||
Income from discontinued operations attributable to
common unitholders – per unit
|
$ | - | $ | - | $ | 0.01 | $ | 0.23 | ||||||||
Net income attributable to common unitholders-
per unit
|
$ | - | $ | 0.02 | $ | 0.40 | $ | 0.58 | ||||||||
Basic weighted average common units outstanding
|
90,069,204 | 70,913,102 | 80,291,801 | 69,469,183 | ||||||||||||
Restricted Stock Awards (Note 11)
|
581,627 | 553,238 | 605,140 | 569,004 | ||||||||||||
Diluted weighted average common units
outstanding
|
90,650,831 | 71,466,340 | 80,896,941 | 70,038,187 |
Description
|
Amount (000s)
|
|||
Land
|
$ | 72,768 | ||
Buildings
|
539,990 | |||
Furniture, fixtures and equipment
|
21,308 | |||
In-place leases
|
5,259 | |||
Debt premiums
|
(21,141 | ) | ||
Other assets
|
4,900 | |||
Total aggregate consideration
|
623,084 | |||
Less: mortgage debt assumed
|
(231,069 | ) | ||
Net assets acquired
|
$ | 392,015 |
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Total revenues
|
$ | 132,033 | $ | 117,981 | $ | 384,903 | $ | 347,195 | ||||||||
Net income attributable to common
Shareholders
|
$ | 4,404 | $ | 1,634 | $ | 45,065 | $ | 41,097 | ||||||||
Net income per share attributable to
common shareholders, as adjusted - basic
|
$ | 0.05 | $ | 0.02 | $ | 0.48 | $ | 0.47 | ||||||||
Net income per share attributable to
common shareholders, as adjusted - diluted
|
$ | 0.05 | $ | 0.02 | $ | 0.48 | $ | 0.47 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Total revenues
|
$ | 989 | $ | 2,077 | $ | 4,319 | $ | 10,099 | ||||||||
Total operating expenses
|
(619 | ) | (1,227 | ) | (2,311 | ) | (5,170 | ) | ||||||||
Depreciation and amortization
|
(190 | ) | (504 | ) | (570 | ) | (2,531 | ) | ||||||||
Operating income
|
180 | 346 | 1,438 | 2,398 | ||||||||||||
Total nonoperating expenses
|
(160 | ) | (161 | ) | (477 | ) | (474 | ) | ||||||||
Net income
|
$ | 20 | $ | 185 | $ | 961 | $ | 1,924 |
September 30, 2012
|
December 31, 2011
|
|||||||
Land
(1) (2) (3)
|
$ | 522,590 | $ | 380,074 | ||||
Buildings and improvements
(2)
|
3,516,324 | 2,380,582 | ||||||
Furniture, fixtures and equipment
(2)
|
195,568 | 139,249 | ||||||
Construction in progress
(3)
|
72,660 | 157,900 | ||||||
4,307,142 | 3,057,805 | |||||||
Less accumulated depreciation
|
(362,385 | ) | (296,048 | ) | ||||
Wholly-owned properties, net
|
$ | 3,944,757 | $ | 2,761,757 |
(1)
|
The land balance above includes undeveloped land parcels with book values of approximately $30.7 million and $15.8 million as of September 30, 2012 and December 31, 2011, respectively. Also includes land totaling approximately $23.4 million and $28.2 as of September 30, 2012 and December 31, 2011, respectively, related to properties under development.
|
(2)
|
Land, buildings and improvements, and furniture, fixtures and equipment as of September 30, 2012 include $4.8 million, $23.6 million, and $0.8 million, respectively, related to the University Edge property located in Kent, Ohio, that serves students attending Kent State University. In July 2011, the Company entered into a purchase and contribution agreement with a private developer whereby the Company is obligated to purchase the property as long as the developer met certain construction completion deadlines. The property opened for operations in August 2012 and the Company anticipates purchasing the property in the fourth quarter 2012. The entity is financed with a $4.5 million mezzanine loan from the Company and a $24.8 million construction loan from a third-party lender. The Company was responsible for leasing, management, and initial operations of the project while the third-party developer was responsible for the development of the property. The entity that owns the University Edge property is deemed to be a variable interest entity (“VIE”), and the Company is determined to be the primary beneficiary of the VIE. As such, the assets and liabilities of the entity owning the property are included in the Company’s and the Operating Partnership’s consolidated financial statements.
|
(3)
|
Land and construction in progress as of September 30, 2012 include $7.5 million and $4.1 million, respectively, related to the Townhomes at Newtown Crossing property located in Lexington, Kentucky, that will serve students attending the University of Kentucky. In July 2012, the Company entered into a purchase and contribution agreement with a private developer whereby the Company is obligated to purchase the property as long as the developer meets certain construction completion deadlines. The development of the property is anticipated to be completed in August 2013. The entity is financed with a $2.0 million mezzanine loan from the Company and a $31.5 million construction loan from a third-party lender. The Company is responsible for leasing, management, and initial operations of the project while the third-party developer is responsible for the development of the property. The entity that owns Townhomes at Newtown Crossing is deemed to be a variable interest entity (“VIE”), and the Company is determined to be the primary beneficiary of the VIE. As such, the assets and liabilities of the entity owning the property are included in the Company’s and the Operating Partnership’s consolidated financial statements.
|
Historical Cost
|
||||||||||||
Lessor/University
|
Lease
Commencement
|
Required Debt Repayment
(1)
|
September 30, 2012
|
December 31, 2011
|
||||||||
Texas A&M University System /
Prairie View A&M University
(2)
|
2/1/96
|
9/1/23
|
$ | 41,278 | $ | 40,255 | ||||||
Texas A&M University System /
Texas A&M International
|
2/1/96
|
9/1/23
|
6,645 | 6,567 | ||||||||
Texas A&M University System /
Prairie View A&M University
(3)
|
10/1/99
|
8/31/25/
8/31/28
|
25,645 | 25,142 | ||||||||
University of Houston System /
University of Houston
(4)
|
9/27/00
|
8/31/35
|
35,840 | 35,734 | ||||||||
109,408 | 107,698 | |||||||||||
Less accumulated amortization
|
(51,328 | ) | (47,848 | ) | ||||||||
On-campus participating properties, net
|
$ | 58,080 | $ | 59,850 |
(1)
|
Represents the effective lease termination date. The leases terminate upon the earlier to occur of the final repayment of the related debt or the end of the contractual lease term.
|
(2)
|
Consists of three phases placed in service between 1996 and 1998.
|
(3)
|
Consists of two phases placed in service in 2000 and 2003.
|
(4)
|
Consists of two phases placed in service in 2001 and 2005.
|
September 30, 2012
|
December 31, 2011
|
|||||||
Debt secured by wholly-owned properties:
|
||||||||
Mortgage loans payable
|
$ | 926,536 | $ | 744,724 | ||||
Construction loans payable
(1)
|
127,801 | 29,350 | ||||||
1,054,337 | 774,074 | |||||||
Debt secured by on-campus participating properties:
|
||||||||
Mortgage loan payable
|
31,860 | 32,097 | ||||||
Bonds payable
|
44,915 | 47,220 | ||||||
76,775 | 79,317 | |||||||
Unsecured revolving credit facility
|
206,000 | 273,000 | ||||||
Unsecured term loan
|
350,000 | 200,000 | ||||||
Secured agency facility
|
116,000 | 116,000 | ||||||
Unamortized debt premiums
|
30,312 | 10,298 | ||||||
Unamortized debt discounts
|
(4,036 | ) | (5,159 | ) | ||||
Total debt
|
$ | 1,829,388 | $ | 1,447,530 |
(1)
|
Construction loans payable includes $30.7 million and $4.9 million as of September 30, 2012 and December 31, 2011, respectively, related to construction loans for University Edge and Townhomes at Newtown Crossing, VIEs that the Company is including in its consolidated financial statements (see Note 5). The creditors of these construction loans do not have recourse to the assets of the Company.
|
Balance, December 31, 2011
|
$ | 42,529 | ||
Net income
|
541 | |||
Distributions
|
(1,007 | ) | ||
Common units issued as consideration (see Note 3)
|
15,000 | |||
Conversion of redeemable limited partner units into shares of ACC common stock
|
(889 | ) | ||
Redemption of redeemable limited partner units for cash
|
(42 | ) | ||
Adjustments to reflect redeemable limited partner units at fair value
|
706 | |||
Balance, September 30, 2012
|
$ | 56,838 |
Number of RSUs
|
||||
Outstanding at December 31, 2011
|
- | |||
Granted
|
8,457 | |||
Settled in common shares
|
- | |||
Settled in cash
|
(8,457 | ) | ||
Outstanding at September 30, 2012
|
- |
Number of RSAs
|
||||
Nonvested balance at December 31, 2011
|
549,300 | |||
Granted
|
215,851 | |||
Vested
|
(113,345 | ) | ||
Forfeited
|
(77,150 | ) | ||
Nonvested balance at September 30, 2012
|
574,656 |
Date Entered
|
Effective Date
|
Maturity Date
|
Pay Fixed Rate
|
Receive Floating
Rate Index
|
Notional
Amount
|
Fair Value
|
|||||||||||
Feb. 12, 2007
|
Feb. 15, 2007
|
Feb. 15, 2014
|
6.689% |
LIBOR – 1 mo. plus 1.35%
|
$ | 31,860 | $ | (2,201 | ) | ||||||||
Feb. 2, 2012
|
Feb. 2, 2012
|
Jan. 2, 2017
|
0.8695% |
LIBOR – 1 month
|
125,000 | (1,853 | ) | ||||||||||
Feb. 2, 2012
|
Feb. 2, 2012
|
Jan. 2, 2017
|
0.88% |
LIBOR – 1 month
|
100,000 | (1,528 | ) | ||||||||||
Feb. 2, 2012
|
Feb. 2, 2012
|
Jan. 2, 2017
|
0.8875% |
LIBOR – 1 month
|
62,500 | (987 | ) | ||||||||||
Feb. 2, 2012
|
Feb. 2, 2012
|
Jan. 2, 2017
|
0.889% |
LIBOR – 1 month
|
62,500 | (982 | ) | ||||||||||
Total
|
$ | 381,860 | $ | (7,551 | ) |
Derivative Liabilities as of
|
|||||||||||
September 30, 2012
|
December 31, 2011
|
||||||||||
Description
|
Balance Sheet
Location
|
Fair Value
|
Balance Sheet
Location
|
Fair Value
|
|||||||
Interest rate swaps contracts
|
Other liabilities
|
$ | 7,551 |
Other liabilities
|
$ | 3,360 | |||||
Total derivatives designated as hedging
instruments
|
$ | 7,551 | $ | 3,360 |
Amount of (Loss) Income
Recognized
in OCI on Derivatives
(Effective Portion)
|
||||||||
Cash Flow Hedging |
Nine Months Ended
September 30,
|
|||||||
Relationships
|
2012
|
2011
|
||||||
Interest rate swap contracts
|
$ | (4,191 | ) | $ | 1,395 | |||
Total
|
$ | (4,191 | ) | $ | 1,395 |
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||||
September 30, 2012
|
December 31, 2011
|
|||||||||||||||||||||||||||||||
Quoted Prices in
Active Markets for
Identical Assets and
Liabilities (Level 1)
|
Significant
Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Quoted Prices in
Active Markets for
Identical Assets and
Liabilities (Level 1)
|
Significant
Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||
Derivative financial
instruments
|
$ | - | $ | 7,551 | $ | - | $ | 7,551 | $ | - | $ | 3,360 | $ | - | $ | 3,360 | ||||||||||||||||
Redeemable
noncontrolling interests
|
$ | - | $ | 56,838 | $ | - | $ | 56,838 | $ | - | $ | 42,529 | $ | - | $ | 42,529 |
September 30, 2012
|
December 31, 2011
|
|||||||||||||||
Fair Value
|
Carrying Amount
|
Fair Value
|
Carrying Amount
|
|||||||||||||
Mortgage loans
|
$ | 1,036,692 | $ | 984,672 | $ | 840,985 | $ | 781,960 | ||||||||
Bonds payable
|
52,963 | 44,915 | 53,711 | 47,220 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Wholly-Owned Properties
|
||||||||||||||||
Rental revenues
|
$ | 110,566 | $ | 86,827 | $ | 305,328 | $ | 253,142 | ||||||||
Interest and other income
|
8 | 28 | 34 | 55 | ||||||||||||
Total revenues from external customers
|
110,574 | 86,855 | 305,362 | 253,197 | ||||||||||||
Operating expenses before depreciation, amortization,
ground/facility lease and allocation of corporate overhead
|
(61,089 | ) | (49,096 | ) | (149,171 | ) | (123,903 | ) | ||||||||
Ground/facility leases
|
(564 | ) | (369 | ) | (1,259 | ) | (909 | ) | ||||||||
Interest expense
|
(8,506 | ) | (8,944 | ) | (23,398 | ) | (28,012 | ) | ||||||||
Operating income before depreciation, amortization,
and allocation of corporate overhead
|
$ | 40,415 | $ | 28,446 | $ | 131,534 | $ | 100,373 | ||||||||
Depreciation and amortization
|
$ | 26,804 | $ | 20,330 | $ | 72,268 | $ | 59,829 | ||||||||
Capital expenditures
|
$ | 109,407 | $ | 59,703 | $ | 307,721 | $ | 144,589 | ||||||||
Total segment assets at September 30,
|
$ | 4,053,250 | $ | 2,563,439 | $ | 4,053,250 | $ | 2,563,439 | ||||||||
On-Campus Participating Properties
|
||||||||||||||||
Rental revenues
|
$ | 5,087 | $ | 5011 | $ | 17,766 | $ | 17,115 | ||||||||
Interest and other income
|
4 | 4 | 12 | 11 | ||||||||||||
Total revenues from external customers
|
5,091 | 5,015 | 17,778 | 17,126 | ||||||||||||
Operating expenses before depreciation, amortization,
ground/facility lease and allocation of corporate overhead
|
(2,856 | ) | (2,719 | ) | (7,763 | ) | (6,981 | ) | ||||||||
Ground/facility lease
|
(529 | ) | (441 | ) | (1,602 | ) | (1,715 | ) | ||||||||
Interest expense
|
(1,419 | ) | (1,460 | ) | (4,276 | ) | (4,398 | ) | ||||||||
Operating income before depreciation, amortization
and allocation of corporate overhead
|
$ | 287 | $ | 395 | $ | 4,137 | $ | 4,032 | ||||||||
Depreciation and amortization
|
$ | 1,167 | $ | 1,123 | $ | 3,481 | $ | 3,330 | ||||||||
Capital expenditures
|
$ | 948 | $ | 463 | $ | 1,710 | $ | 1,370 | ||||||||
Total segment assets at September 30,
|
$ | 74,245 | $ | 74,505 | $ | 74,245 | $ | 74,505 | ||||||||
Development Services
|
||||||||||||||||
Development and construction management fees
|
$ | 1,467 | $ | 1,568 | $ | 7,427 | $ | 6,150 | ||||||||
Operating expenses
|
(2,767 | ) | (2,290 | ) | (7,867 | ) | (6,892 | ) | ||||||||
Operating loss before depreciation, amortization
and allocation of corporate overhead
|
$ | (1,300 | ) | $ | (722 | ) | $ | (440 | ) | $ | (742 | ) | ||||
Total segment assets at September 30,
|
$ | 4,340 | $ | 10,641 | $ | 4,340 | $ | 10,641 | ||||||||
Property Management Services
|
||||||||||||||||
Property management fees from external customers
|
$ | 1,687 | $ | 1,794 | $ | 5,083 | $ | 5,427 | ||||||||
Intersegment revenues
|
4,049 | 3,369 | 11,657 | 10,267 | ||||||||||||
Total revenues
|
5,736 | 5,163 | 16,740 | 15,694 | ||||||||||||
Operating expenses
|
(2,360 | ) | (2,066 | ) | (7,494 | ) | (6,398 | ) | ||||||||
Operating income before depreciation, amortization
and allocation of corporate overhead
|
$ | 3,376 | $ | 3,097 | $ | 9,246 | $ | 9,296 | ||||||||
Total segment assets at September 30,
|
$ | 4,688 | $ | 4,627 | $ | 4,688 | $ | 4,627 | ||||||||
Reconciliations
|
||||||||||||||||
Total segment revenues
|
$ | 122,868 | $ | 98,601 | $ | 347,307 | $ | 292,167 | ||||||||
Unallocated interest income earned on corporate cash
|
417 | 135 | 1,312 | 308 | ||||||||||||
Elimination of intersegment revenues
|
(4,049 | ) | (3,369 | ) | (11,657 | ) | (10,267 | ) | ||||||||
Total consolidated revenues, including interest income
|
$ | 119,236 | $ | 95,367 | $ | 336,962 | $ | 282,208 | ||||||||
Segment operating income before depreciation, amortization
and allocation of corporate overhead
|
$ | 42,778 | $ | 31,216 | $ | 144,477 | $ | 112,959 | ||||||||
Depreciation and amortization
|
(29,408 | ) | (22,924 | ) | (79,885 | ) | (67,826 | ) | ||||||||
Net unallocated expenses relating to corporate overhead
|
(12,323 | ) | (6,555 | ) | (30,767 | ) | (19,338 | ) | ||||||||
(Loss) income from unconsolidated joint ventures
|
- | (42 | ) | 444 | (67 | ) | ||||||||||
Gain on fair value remeasurement of equity method investments
|
136 | - | 14 | - | ||||||||||||
Income tax provision
|
(181 | ) | (88 | ) | (493 | ) | (373 | ) | ||||||||
Income from continuing operations
|
$ | 1,002 | $ | 1,607 | $ | 33,790 | $ | 25,355 | ||||||||
Total segment assets
|
$ | 4,136,523 | $ | 2,653,212 | $ | 4,136,523 | $ | 2,653,212 | ||||||||
Unallocated corporate assets
|
78,049 | 52,263 | 78,049 | 52,263 | ||||||||||||
Total assets at September 30,
|
$ | 4,214,572 | $ | 2,705,475 | $ | 4,214,572 | $ | 2,705,475 |
Property portfolio:
|
Properties
|
Units
|
Beds
|
|||||||||
Wholly-owned operating properties:
|
||||||||||||
Off-campus properties
(1) (2) (3)
|
121 | 21,917 | 68,442 | |||||||||
On-campus ACE
|
10 | 2,666 | 8,492 | |||||||||
Subtotal – operating properties
|
131 | 24,583 | 76,934 | |||||||||
Wholly-owned properties under development:
|
||||||||||||
Off-campus properties
(4)
|
5 | 676 | 2,540 | |||||||||
On-campus ACE
|
2 | 461 | 1,677 | |||||||||
Subtotal – properties under development
|
7 | 1,137 | 4,217 | |||||||||
Total wholly-owned properties
|
138 | 25,720 | 81,151 | |||||||||
On-campus participating properties
|
4 | 1,863 | 4,519 | |||||||||
Total owned property portfolio
|
142 | 27,583 | 85,670 | |||||||||
Managed properties
|
28 | 9,234 | 22,862 | |||||||||
Total property portfolio
|
170 | 36,817 | 108,532 |
|
(1)
|
Includes two properties classified as Held for Sale as of September 30, 2012 that were sold in October 2012.
|
|
(2)
|
Includes one property which contains a retail shopping center that we plan to redevelop into a mixed use community including both student housing and retail.
|
|
(3)
|
Includes University Edge, a 201-unit, 608-bed property we did not own as of September 30, 2012 but were obligated to purchase once construction was complete and certain closing conditions were met. The property opened for operations in August 2012 and we expect to purchase the property in the fourth quarter 2012.
|
(4)
|
Includes Townhomes at Newtown Crossing, a 152-unit, 608-bed property we did not own as of September 30, 2012 but are obligated to p
urchase as long as the developer meets certain construction completion deadlines. The development of the property is anticipated to be completed in August 2013.
|
Project
|
Project Type
|
Location
|
Primary University
Served |
Units
|
Beds
|
Total Costs Incurred
|
Opened for Occupancy
|
||||||||
University Pointe at
College Station
|
ACE
|
Portland, OR
|
Portland State
University
|
282
|
978
|
$ |
87,000
|
September 2012
|
|||||||
Casas del Rio
|
ACE
|
Albuquerque, NM
|
University of New
Mexico
|
283
|
1,028
|
40,600
|
August 2012
|
||||||||
The Suites
|
ACE
|
Flagstaff, AZ
|
Northern Arizona
University
|
275
|
550
|
27,500
|
August 2012
|
||||||||
Hilltop Townhomes
|
ACE
|
Flagstaff, AZ
|
Northern Arizona
University
|
144
|
576
|
31,700
|
August 2012
|
||||||||
U Club on Frey
|
Off-campus
|
Kennesaw, GA
|
Kennesaw State
University
|
114
|
456
|
22,200
|
August 2012
|
||||||||
Campus Edge on UTA
Boulevard
|
Off-campus
|
Arlington, TX
|
Univ. of Texas at
Arlington
|
128
|
488
|
24,900
|
August 2012
|
||||||||
U Club Townhomes on
Marion Pugh
|
Off-campus
|
College Station,
TX
|
Texas A&M
University
|
160
|
640
|
34,100
|
August 2012
|
||||||||
Villas on Rensch
|
Off-campus
|
Amherst, NY
|
University at
Buffalo
|
153
|
610
|
44,800
|
August 2012
|
||||||||
The Village at Overton
Park
|
Off-campus
|
Lubbock, TX
|
Texas Tech
University
|
163
|
612
|
35,500
|
August 2012
|
||||||||
Casa de Oro
|
ACE
|
Glendale, AZ
|
Arizona State
University
|
109
|
365
|
12,300
|
August 2012
|
||||||||
The Villas at Vista del
Sol
|
ACE
|
Tempe, AZ
|
Arizona State
University
|
104
|
400
|
20,800
|
August 2012
|
||||||||
|
1,915
|
6,703
|
$ 381,400
|
Project
|
Project Type
|
Location
|
Primary University
Served
|
Units
|
Beds
|
Estimated
Project Cost
|
Total Costs
Incurred
|
Scheduled to
Open for
Occupancy
|
|||||||||||||||
Manzanita Hall
|
ACE
|
Tempe, AZ
|
Arizona State
University
|
241 | 816 | $ | 50,300 | $ | 11,396 |
August 2013
|
|||||||||||||
The Callaway House
|
Off-campus
|
Austin, TX
|
The University of
Texas at Austin
|
219 | 753 | 60,100 | 16,802 |
August 2013
|
|||||||||||||||
Chestnut Square
|
ACE
|
Philadelphia, PA
|
Drexel University
|
220 | 861 | 97,600 | 29,845 |
September 2013
|
|||||||||||||||
U Club Townhomes on Woodward
|
Off-campus
|
Tallahassee, FL
|
Florida State
University
|
112 | 448 | 29,000 | 10,302 |
August 2013
|
|||||||||||||||
Townhomes at Overton Park
|
Off-campus
|
Lubbock, TX
|
Texas Tech
University
|
112 | 448 | 29,200 | 12,126 |
August 2013
|
|||||||||||||||
601 Copeland
|
Off-campus
|
Tallahassee, FL
|
Florida State University
|
81 | 283 | 21,200 | 3,809 |
August 2013
|
|||||||||||||||
Townhomes at Newtown Crossing
(1)
|
Off-campus
|
Lexington, KY
|
University of Kentucky
|
152 | 608 | 38,750 | 11,576 |
August 2013
|
|||||||||||||||
1,137 | 4,217 | $ | 326,150 | $ | 95,856 |
(1)
|
We did not own this property as of September 30, 2012 but are obligated to purchase the property as long as the developer meets certain construction completion deadlines.
|
Three Months Ended September 30,
|
||||||||||||||||
2012
|
2011
|
Change ($)
|
Change (%)
|
|||||||||||||
Revenues
|
||||||||||||||||
Wholly-owned properties
|
$ | 110,112 | $ | 86,420 | $ | 23,692 | 27.4 | % | ||||||||
On-campus participating properties
|
5,087 | 5,011 | 76 | 1.5 | % | |||||||||||
Third-party development services
|
1,467 | 1,568 | (101 | ) | (6.4 | %) | ||||||||||
Third-party management services
|
1,687 | 1,794 | (107 | ) | (6.0 | %) | ||||||||||
Resident services
|
454 | 407 | 47 | 11.5 | % | |||||||||||
Total revenues
|
118,807 | 95,200 | 23,607 | 24.8 | % | |||||||||||
Operating expenses
|
||||||||||||||||
Wholly-owned properties
|
60,682 | 48,612 | 12,070 | 24.8 | % | |||||||||||
On-campus participating properties
|
3,010 | 2,870 | 140 | 4.9 | % | |||||||||||
Third-party development and management s
ervices
|
2,602 | 2,488 | 114 | 4.6 | % | |||||||||||
General and administrative
|
7,582 | 2,880 | 4,702 | 163.3 | % | |||||||||||
Depreciation and amortization
|
28,336 | 21,701 | 6,635 | 30.6 | % | |||||||||||
Ground/facility leases
|
1,093 | 810 | 283 | 34.9 | % | |||||||||||
Total operating expenses
|
103,305 | 79,361 | 23,944 | 30.2 | % | |||||||||||
Operating income
|
15,502 | 15,839 | (337 | ) | (2.1 | %) | ||||||||||
Nonoperating income and (expenses)
|
||||||||||||||||
Interest income
|
429 | 167 | 262 | 156.9 | % | |||||||||||
Interest expense
|
(13,812 | ) | (13,046 | ) | (766 | ) | 5.9 | % | ||||||||
Amortization of deferred financing costs
|
(1,072 | ) | (1,223 | ) | 151 | (12.3 | %) | |||||||||
Loss from unconsolidated joint ventures
|
- | (42 | ) | 42 | (100.0 | %) | ||||||||||
Other nonoperating income
|
136 | - | 136 | 100.0 | % | |||||||||||
Total nonoperating expenses
|
(14,319 | ) | (14,144 | ) | (175 | ) | 1.2 | % | ||||||||
Income before income taxes and discontinued o
perations
|
1,183 | 1,695 | (512 | ) | (30.2 | %) | ||||||||||
Income tax provision
|
(181 | ) | (88 | ) | (93 | ) | 105.7 | % | ||||||||
Income from continuing operations
|
1,002 | 1,607 | (605 | ) | (37.6 | %) | ||||||||||
Discontinued operations
|
||||||||||||||||
Income attributable to discontinued operations
|
20 | 185 | (165 | ) | (89.2 | %) | ||||||||||
Total discontinued operations
|
20 | 185 | (165 | ) | (89.2 | %) | ||||||||||
Net income
|
1,022 | 1,792 | (770 | ) | (43.0 | %) | ||||||||||
Net income attributable to noncontrolling interests
|
||||||||||||||||
Redeemable noncontrolling interests
|
(66 | ) | (67 | ) | 1 | (1.5 | %) | |||||||||
Partially owned properties
|
(329 | ) | (84 | ) | (245 | ) | 291.7 | % | ||||||||
Net income attributable to noncontrolling interests
|
(395 | ) | (151 | ) | (244 | ) | 161.6 | % | ||||||||
Net income attributable to common s
hareholders
|
$ | 627 | $ | 1,641 | $ | (1,014 | ) | (61.8 | %) |
Same Store Properties
|
New Properties
(1)
|
Total - All Properties
(1)
|
||||||||||||||||||||||
Three Months Ended
September 30,
|
Three Months Ended
September 30,
|
Three Months Ended
September 30,
|
||||||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||||||||
Number of properties
|
88 | 88 | 41 | 7 | 129 | 95 | ||||||||||||||||||
Number of beds
|
52,632 | 52,632 | 23,850 | 3,752 | 76,482 | 56,384 | ||||||||||||||||||
Revenues
(2)
|
$ | 86,309 | $ | 83,977 | $ | 24,257 | $ | 2,850 | $ | 110,566 | $ | 86,827 | ||||||||||||
Operating expenses
|
47,087 | 46,349 | 13,595 | 2,263 | 60,682 | 48,612 |
(1)
|
Does not include properties currently under construction and scheduled to open for occupancy in 2013, with the exception of U Club Townhomes on Woodward, a property purchased in November 2011. The redevelopment of this property commenced in June 2012 and will include 448 beds upon its scheduled completion in August 2013.
|
(2)
|
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.
|
Nine Months Ended September 30,
|
||||||||||||||||
2012
|
2011
|
Change ($)
|
Change (%)
|
|||||||||||||
Revenues
|
||||||||||||||||
Wholly-owned properties
|
$ | 304,346 | $ | 252,120 | $ | 52,226 | 20.7 | % | ||||||||
On-campus participating properties
|
17,766 | 17,115 | 651 | 3.8 | % | |||||||||||
Third-party development services
|
7,427 | 6,150 | 1,277 | 20.8 | % | |||||||||||
Third-party management services
|
5,083 | 5,427 | (344 | ) | (6.3 | %) | ||||||||||
Resident services
|
982 | 1,022 | (40 | ) | (3.9 | %) | ||||||||||
Total revenues
|
335,604 | 281,834 | 53,770 | 19.1 | % | |||||||||||
Operating expenses
|
||||||||||||||||
Wholly-owned properties
|
148,721 | 122,808 | 25,913 | 21.1 | % | |||||||||||
On-campus participating properties
|
8,306 | 7,495 | 811 | 10.8 | % | |||||||||||
Third-party development and management
services
|
8,013 | 7,801 | 212 | 2.7 | % | |||||||||||
General and administrative
|
15,760 | 8,931 | 6,829 | 76.5 | % | |||||||||||
Depreciation and amortization
|
76,838 | 64,050 | 12,788 | 20.0 | % | |||||||||||
Ground/facility leases
|
2,861 | 2,624 | 237 | 9.0 | % | |||||||||||
Total operating expenses
|
260,499 | 213,709 | 46,790 | 21.9 | % | |||||||||||
Operating income
|
75,105 | 68,125 | 6,980 | 10.2 | % | |||||||||||
Nonoperating income and (expenses)
|
||||||||||||||||
Interest income
|
1,358 | 374 | 984 | 263.1 | % | |||||||||||
Interest expense
|
(39,591 | ) | (38,928 | ) | (663 | ) | 1.7 | % | ||||||||
Amortization of deferred financing costs
|
(3,047 | ) | (3,776 | ) | 729 | (19.3 | %) | |||||||||
Income (loss) from unconsolidated joint ventures
|
444 | (67 | ) | 511 | (762.7 | %) | ||||||||||
Other nonoperating income
|
14 | - | 14 | 100.0 | % | |||||||||||
Total nonoperating expenses
|
(40,822 | ) | (42,397 | ) | 1,575 | (3.7 | %) | |||||||||
Income before income taxes and discontinued
operations
|
34,283 | 25,728 | 8,555 | 33.3 | % | |||||||||||
Income tax provision
|
(493 | ) | (373 | ) | (120 | ) | 32.2 | % | ||||||||
Income from continuing operations
|
33,790 | 25,355 | 8,435 | 33.3 | % | |||||||||||
Discontinued operations
|
||||||||||||||||
Income attributable to discontinued operations
|
961 | 1,924 | (963 | ) | (50.1 | %) | ||||||||||
Gain from disposition of real estate
|
83 | 14,574 | (14,491 | ) | (99.4 | %) | ||||||||||
Total discontinued operations
|
1,044 | 16,498 | (15,454 | ) | (93.7 | %) | ||||||||||
Net income
|
34,834 | 41,853 | (7,019 | ) | (16.8 | %) | ||||||||||
Net income attributable to noncontrolling interests
|
||||||||||||||||
Redeemable noncontrolling interests
|
(541 | ) | (688 | ) | 147 | (21.4 | %) | |||||||||
Partially owned properties
|
(1,312 | ) | (371 | ) | (941 | ) | 253.6 | % | ||||||||
Net income attributable to noncontrolling interests
|
(1,853 | ) | (1,059 | ) | (794 | ) | 75.0 | % | ||||||||
Net income attributable to common
shareholders
|
$ | 32,981 | $ | 40,794 | $ | (7,813 | ) | (19.2 | %) |
Same Store Properties
|
New Properties
(1)
|
Total - All Properties
(1)
|
||||||||||||||||||||||
Nine Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||||||||
Number of properties
|
88 | 88 | 41 | 7 | 129 | 95 | ||||||||||||||||||
Number of beds
|
52,632 | 52,632 | 23,850 | 3,752 | 76,482 | 56,384 | ||||||||||||||||||
Revenues
(2)
|
$ | 256,484 | $ | 249,200 | $ | 48,844 | $ | 3,942 | $ | 305,328 | $ | 253,142 | ||||||||||||
Operating expenses
|
122,522 | 119,961 | 26,199 | 2,847 | 148,721 | 122,808 |
(1)
|
Does not include properties currently under construction and scheduled to open for occupancy in 2012 and 2013, with the exception of U Club Townhomes on Woodward, a property purchased in November 2011. The redevelopment of this property commenced in June 2012 and will include 448 beds upon its scheduled completion in August 2013.
|
(2)
|
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.
|
Three Months Ended
September 30, |
Nine Months Ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Net income attributable to American Campus Communities,
Inc. and Subsidiaries
|
$ | 627 | (1) | $ | 1,641 | $ | 32,981 | (1) | $ | 40,794 | ||||||
Noncontrolling interests
(2)
|
129 | 151 | 798 | 1,059 | ||||||||||||
Gain from disposition of real estate
|
- | - | (83 | ) | (14,574 | ) | ||||||||||
Loss (income) from unconsolidated joint ventures
|
- | 42 | (444 | ) | 67 | |||||||||||
FFO from unconsolidated joint ventures
(3)
|
- | (26 | ) | 429 | (19 | ) | ||||||||||
Real estate related depreciation and amortization
|
28,122 | 21,917 | 76,201 | 65,569 | ||||||||||||
Funds from operations (“FFO”)
|
28,878 | 23,725 | 109,882 | 92,896 | ||||||||||||
Elimination of operations of on-campus participating
Properties
|
||||||||||||||||
Net loss (income) from on-campus participating properties
|
919 | 770 | (535 | ) | (576 | ) | ||||||||||
Amortization of investment in on-campus participating
Properties
|
(1,167 | ) | (1,123 | ) | (3,481 | ) | (3,330 | ) | ||||||||
28,630 | 23,372 | 105,866 | 88,990 | |||||||||||||
Modifications to reflect operational performance of on-
campus participating properties
|
||||||||||||||||
Our share of net cash flow
(4)
|
529 | 441 | 1,602 | 1,715 | ||||||||||||
Management fees
|
236 | 215 | 814 | 770 | ||||||||||||
Impact of on-campus participating properties
|
765 | 656 | 2,416 | 2,485 | ||||||||||||
Elimination of gain on debt restructuring – unconsolidated
joint venture
(5)
|
- | - | (424 | ) | - | |||||||||||
Loss on remeasurement of equity method investment
(6)
|
- | - | 122 | - | ||||||||||||
Funds from operations – modified (“FFOM”)
|
$ | 29,395 | $ | 24,028 | $ | 107,980 | $ | 91,475 | ||||||||
FFO per share – diluted
|
$ | 0.32 | $ | 0.33 | $ | 1.36 | $ | 1.32 | ||||||||
FFOM per share – diluted
(7)
|
$ | 0.32 | $ | 0.34 | $ | 1.33 | $ | 1.30 | ||||||||
Weighted average common shares outstanding –
Diluted
|
90,764,959 | 71,580,468 | 81,011,069 | 70,152,495 |
|
(1)
|
Net income for the three and nine months ended September 30, 2012 includes $4.7 million and $6.1 million, respectively, of acquisition-related costs such as broker fees, due diligence costs and legal and accounting fees.
|
|
(2)
|
The adjustment to FFO for noncontrolling interests’ share of net income excludes $0.3 million and $1.1 million for the three and nine months ended September 30, 2012, respectively, of income attributable to the noncontrolling partner in The Varsity, a property purchased in December 2011 from a seller that retained a 20.5% noncontrolling interest in the property.
|
|
(3)
|
Represents our 10% share of FFO from a joint venture with Fidelity (“Fund II”) in which we were a noncontrolling partner. In January 2012, we purchased the full ownership interest in the one remaining property owned by Fund II (University Heights). Subsequent to the acquisition, the property is now wholly-owned and is consolidated by the company.
|
|
(4)
|
50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures. Represents amounts accrued for the interim periods.
|
|
(5)
|
Immediately prior to our purchase of University Heights from Fund II (see Note 3), Fund II negotiated a Settlement Agreement with the lender of the property’s mortgage loan whereby the lender agreed to accept a discounted amount that was less than the original principal amount of the loan as payment in full. Accordingly, Fund II recorded a gain on debt restructuring to reflect the discounted payoff. Our 10% share of such gain is reflected above as an adjustment to FFOM.
|
|
(6)
|
Represents a non-cash loss recorded to remeasure our equity method investment in Fund II to fair value as a result of our purchase of the full ownership interest in University Heights from Fund II in January 2012.
|
|
(7)
|
Excluding the acquisition-related costs mentioned in Note 1, FFOM per fully diluted share was $0.38 and $1.41 for the three and nine months ended September 30, 2012, respectively.
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
|
(b)
|
C
hanges in Internal Control Over Financial Reporting
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
|
(b)
|
C
hanges in Internal Control Over Financial Reporting
|
Exhibit
Number
|
Description of Document
|
10.1 |
Form of Registration Rights and Lock-Up Agreement, dated as of September 14, 2012, between American Campus Communities, Inc., American Campus Communities Operating Partnership, L.P. and each of the persons who are signatories thereto.
|
31.1
|
American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.3
|
American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.4
|
American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
American Campus Communities, Inc. - 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
|
American Campus Communities, Inc. - 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
|
American Campus Communities Operating Partnership, L.P. - 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
|
American Campus Communities Operating Partnership, L.P. - 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.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Dated:
|
November 8, 2012
|
|
AMERICAN CAMPUS COMMUNITIES, INC.
|
||
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
William C. Bayless, Jr.
President and Chief Executive
Officer
|
||
|
By:
|
/s/ Jonathan A. Graf
|
|
|
Jonathan A. Graf
Executive Vice President,
Chief Financial Officer, Treasurer
and Secretary
|
Dated:
|
November 8, 2012
|
|
AMERICAN CAMPUS COMMUNITIES
OPERATING PARTNERSHIP, L.P.
|
||
By: American Campus Communities Holdings,
LLC, its general partner
By: American Campus Communities, Inc.,
its sole member
|
|||
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
William C. Bayless, Jr.
President and Chief Executive
Officer |
||
|
|||
|
By:
|
/s/ Jonathan A. Graf
|
|
|
Jonathan A. Graf
Executive Vice President,
Chief Financial Officer, Treasurer
and Secretary |
To the Company and the Operating Partnership:
|
American Campus Communities, Inc.
|
||
12700 Hill Country Boulevard, Suite T-200
|
||
Austin, Texas 78738
|
||
Attention: Jonathan A. Graf
|
||
Facsimile: (512) 732-2450
|
With a copy to:
|
Locke Lord LLP
|
|
|
2200 Ross Avenue, Suite 200
|
|||
Dallas, Texas 75201
|
|||
Attention: Toni Weinstein
|
|||
Facsimile: (214) 740-8800
|
To the Stockholders:
|
As listed on
Schedule A
hereto
|
With a copy to:
|
Clifford Chance US LLP
|
||
31 West 52nd Street
|
|||
New York, New York 10019
|
|||
Attention: John A. Healy
|
|||
Facsimile: 212-878-8375
|
COMPANY: | |||
AMERICAN CAMPUS COMMUNITIES, INC., a
Maryland corporation
|
|||
|
By:
|
/s/ William W. Talbot | |
William W. Talbot | |||
Executive Vice President | |||
OPERATING PARTNERSHIP: | |||
AMERICAN CAMPUS COMMUNITIES
OPERATING PARTNERSHIP LP, a Maryland
limited partnership
|
|||
By:
|
American Campus Communities Holdings
LLC, its general partner
|
||
By:
|
/s/ William W. Talbot | |||
William W. Talbot | ||||
Vice President |
STOCKHOLDERS:
CAMPUS ACQUISITIONS INVESTMENT
MANAGEMENT, LLC
|
|||
|
By:
|
/s/ Thomas M. Scott | |
Thomas M. Scott | |||
Managing Member |
NAME
|
ADDRESS
|
UNITS
|
||
Campus Acquisitions
Investment Management, LLC
|
161 N. Clark Street, Suite 4900
Chicago, Illinois 60601
Attn: Thomas M. Scott
|
325,098
|
I, William C. Bayless, Jr., certify that: | |||
1. | I have reviewed this quarterly report on Form 10-Q of American Campus Communities, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By:
|
/s/ William C. Bayless, Jr.
|
|
|
William C. Bayless, Jr.
|
|
|
President and Chief Executive Officer
|
I, Jonathan A. Graf, certify that:
|
|||
1. | I have reviewed this quarterly report on Form 10-Q of American Campus Communities, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
I, William C. Bayless, Jr., certify that: | |||
1. | I have reviewed this quarterly report on Form 10-Q of American Campus Communities Operating Partnership, L.P.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By:
|
/s/ William C. Bayless, Jr.
|
|
|
William C. Bayless, Jr.
|
|
|
President and Chief Executive Officer
|
I, Jonathan A. Graf, certify that:
|
|||
1. | I have reviewed this quarterly report on Form 10-Q of American Campus Communities Operating Partnership, L.P.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: November 8, 2012
|
/s/ William C. Bayless, Jr.
|
|
William C. Bayless, Jr.
|
||
President and Chief Executive Officer
|
Dated: November 8, 2012
|
/s/ Jonathan A. Graf
|
|
Jonathan A. Graf
|
||
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
|
Dated: November 8, 2012
|
/s/ William C. Bayless, Jr.
|
|
William C. Bayless, Jr.
|
||
President and Chief Executive Officer
|
Dated: November 8, 2012
|
/s/ Jonathan A. Graf
|
|
Jonathan A. Graf
|
||
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
|