Maryland (American Campus Communities, Inc.)
Maryland (American Campus Communities Operating
Partnership, L.P.)
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76-0753089 (American Campus Communities, Inc.)
56-2473181 (American Campus Communities Operating
Partnership, L.P.)
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer Identification No.)
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12700 Hill Country Blvd., Suite T-200
Austin, TX
(Address of Principal Executive Offices)
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78738
(Zip Code)
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American Campus Communities, Inc.
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Yes
x
No
o
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American Campus Communities Operating Partnership, L.P.
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Yes
x
No
o
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American Campus Communities, Inc.
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Yes
x
No
o
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American Campus Communities Operating Partnership, L.P.
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Yes
x
No
o
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Large accelerated filer
x
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Accelerated Filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Large accelerated filer
o
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Accelerated Filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
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American Campus Communities, Inc.
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Yes
o
No
x
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American Campus Communities Operating Partnership, L.P
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Yes
o
No
x
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(1)
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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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(2)
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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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(3)
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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.
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Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries:
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Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012
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Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (all unaudited)
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Consolidated Statement of Changes in Equity for the nine months ended September 30, 2013 (unaudited)
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (all unaudited)
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Consolidated Financial Statements of American Campus Communities Operating Partnership, L.P. and Subsidiaries:
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Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012
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Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (all unaudited)
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Consolidated Statement of Changes in Capital for the nine months ended September 30, 2013 (unaudited)
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (all unaudited)
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Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries and American Campus Communities Operating Partnership, L.P. and Subsidiaries (unaudited)
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk
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Item 4.
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Controls and Procedures
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PART II.
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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SIGNATURES
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September 30, 2013
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December 31, 2012
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||||
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(Unaudited)
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||||
Assets
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||||
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Investments in real estate:
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Wholly-owned properties, net
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$
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5,003,173
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$
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4,871,376
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Wholly-owned properties held for sale
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23,707
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—
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On-campus participating properties, net
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62,162
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57,346
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Investments in real estate, net
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5,089,042
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4,928,722
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Cash and cash equivalents
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25,267
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21,454
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Restricted cash
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37,480
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36,790
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Student contracts receivable, net
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17,207
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14,122
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Other assets
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151,090
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117,874
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||||
Total assets
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$
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5,320,086
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$
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5,118,962
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||||
Liabilities and equity
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Liabilities:
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Secured mortgage, construction and bond debt
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$
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1,414,943
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$
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1,509,105
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Secured agency facility
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95,355
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104,000
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Unsecured notes
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398,692
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—
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Unsecured term loan
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350,000
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350,000
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Unsecured revolving credit facility
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175,300
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258,000
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Accounts payable and accrued expenses
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63,895
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56,046
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Other liabilities
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135,788
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107,223
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Total liabilities
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2,633,973
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2,384,374
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Commitments and contingencies (Note 14)
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Redeemable noncontrolling interests
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49,790
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57,534
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Equity:
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American Campus Communities, Inc. stockholders’ equity:
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Common stock, $.01 par value, 800,000,000 shares authorized, 104,782,817 and 104,665,212 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
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1,043
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1,043
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Additional paid in capital
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3,014,239
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3,001,520
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Accumulated earnings and dividends
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(382,231
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)
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(347,521
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)
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Accumulated other comprehensive loss
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(2,210
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)
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(6,661
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)
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Total American Campus Communities, Inc. stockholders’ equity
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2,630,841
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2,648,381
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Noncontrolling interests - partially owned properties
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5,482
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28,673
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Total equity
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2,636,323
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2,677,054
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||||
Total liabilities and equity
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$
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5,320,086
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$
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5,118,962
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2013
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2012
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2013
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2012
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Revenues
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Wholly-owned properties
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$
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150,668
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$
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104,062
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$
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449,779
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$
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286,932
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On-campus participating properties
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5,066
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5,087
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17,871
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17,766
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Third-party development services
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622
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1,467
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1,656
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7,427
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Third-party management services
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1,792
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1,687
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5,425
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5,083
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Resident services
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883
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454
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1,912
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982
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||||
Total revenues
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159,031
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112,757
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476,643
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318,190
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||||||||
Operating expenses
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Wholly-owned properties
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87,189
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57,941
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222,768
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141,772
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On-campus participating properties
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3,021
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3,010
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8,454
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8,306
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||||
Third-party development and management services
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3,058
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2,602
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7,786
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8,013
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||||
General and administrative
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3,934
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7,582
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12,366
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15,760
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||||
Depreciation and amortization
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45,248
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27,165
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138,373
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73,355
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||||
Ground/facility leases
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1,386
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1,093
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3,749
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2,861
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||||
Total operating expenses
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143,836
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99,393
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393,496
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250,067
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||||
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||||||||
Operating income
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15,195
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13,364
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83,147
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68,123
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||||
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||||||||
Nonoperating income and (expenses)
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||||
Interest income
|
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792
|
|
|
428
|
|
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2,165
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|
|
1,355
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|
||||
Interest expense
|
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(19,819
|
)
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(13,530
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)
|
|
(57,063
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)
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(38,742
|
)
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||||
Amortization of deferred financing costs
|
|
(1,413
|
)
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|
(1,060
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)
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(4,143
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)
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(3,012
|
)
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||||
Income from unconsolidated joint ventures
|
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—
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—
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—
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|
|
444
|
|
||||
Other nonoperating income (expense)
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|
134
|
|
|
136
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|
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(2,666
|
)
|
|
14
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|
||||
Total nonoperating expenses
|
|
(20,306
|
)
|
|
(14,026
|
)
|
|
(61,707
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)
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(39,941
|
)
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||||
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|
|
|
|
|
|
|
|
||||||||
(Loss) income before income taxes and discontinued operations
|
|
(5,111
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)
|
|
(662
|
)
|
|
21,440
|
|
|
28,182
|
|
||||
Income tax provision
|
|
(255
|
)
|
|
(181
|
)
|
|
(765
|
)
|
|
(493
|
)
|
||||
(Loss) income from continuing operations
|
|
(5,366
|
)
|
|
(843
|
)
|
|
20,675
|
|
|
27,689
|
|
||||
Income attributable to discontinued operations
|
|
367
|
|
|
1,865
|
|
|
5,373
|
|
|
7,062
|
|
||||
Gain from disposition of real estate
|
|
52,831
|
|
|
—
|
|
|
52,831
|
|
|
83
|
|
||||
Total discontinued operations
|
|
53,198
|
|
|
1,865
|
|
|
58,204
|
|
|
7,145
|
|
||||
Net income
|
|
47,832
|
|
|
1,022
|
|
|
78,879
|
|
|
34,834
|
|
||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
(573
|
)
|
|
(66
|
)
|
|
(986
|
)
|
|
(541
|
)
|
||||
Partially owned properties
|
|
(83
|
)
|
|
(329
|
)
|
|
(1,078
|
)
|
|
(1,312
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
(656
|
)
|
|
(395
|
)
|
|
(2,064
|
)
|
|
(1,853
|
)
|
||||
Net income attributable to common shareholders
|
|
$
|
47,176
|
|
|
$
|
627
|
|
|
$
|
76,815
|
|
|
$
|
32,981
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of interest rate swaps
|
|
(1,163
|
)
|
|
(2,386
|
)
|
|
4,451
|
|
|
(4,191
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
46,013
|
|
|
$
|
(1,759
|
)
|
|
$
|
81,266
|
|
|
$
|
28,790
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income per share attributable to common shareholders - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.32
|
|
Net income per share
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
(Loss) income per share attributable to common shareholders - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.31
|
|
Net income per share
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.72
|
|
|
$
|
0.40
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
104,781,431
|
|
|
89,169,868
|
|
|
104,752,982
|
|
|
79,404,323
|
|
||||
Diluted
|
|
104,781,431
|
|
|
89,169,868
|
|
|
105,381,053
|
|
|
80,009,463
|
|
|
|
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, 2012
|
|
104,665,212
|
|
|
$
|
1,043
|
|
|
$
|
3,001,520
|
|
|
$
|
(347,521
|
)
|
|
$
|
(6,661
|
)
|
|
$
|
28,673
|
|
|
$
|
2,677,054
|
|
Adjustments to reflect redeemable noncontrolling interests at fair value
|
|
—
|
|
|
—
|
|
|
10,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,823
|
|
||||||
Amortization of restricted stock awards
|
|
—
|
|
|
—
|
|
|
4,806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,806
|
|
||||||
Vesting of restricted stock awards and restricted stock units
|
|
116,105
|
|
|
—
|
|
|
(2,928
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,928
|
)
|
||||||
Distributions to common and restricted stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,525
|
)
|
|
—
|
|
|
—
|
|
|
(111,525
|
)
|
||||||
Distributions to noncontrolling joint venture partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(861
|
)
|
|
(861
|
)
|
||||||
Contributions by noncontrolling partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
||||||
Increase in ownership of consolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,908
|
)
|
|
(24,908
|
)
|
||||||
Conversion of preferred units to common stock
|
|
1,500
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Change in fair value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,451
|
|
|
—
|
|
|
4,451
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,815
|
|
|
—
|
|
|
1,078
|
|
|
77,893
|
|
||||||
Equity, September 30, 2013
|
|
104,782,817
|
|
|
$
|
1,043
|
|
|
$
|
3,014,239
|
|
|
$
|
(382,231
|
)
|
|
$
|
(2,210
|
)
|
|
$
|
5,482
|
|
|
$
|
2,636,323
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
78,879
|
|
|
$
|
34,834
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Gain from disposition of real estate
|
|
(52,831
|
)
|
|
(83
|
)
|
||
Loss on remeasurement of equity method investment
|
|
—
|
|
|
122
|
|
||
Depreciation and amortization
|
|
140,059
|
|
|
77,407
|
|
||
Amortization of deferred financing costs and debt premiums/discounts
|
|
(6,397
|
)
|
|
1,904
|
|
||
Share-based compensation
|
|
5,008
|
|
|
3,948
|
|
||
Income from unconsolidated joint ventures
|
|
—
|
|
|
(444
|
)
|
||
Income tax provision
|
|
765
|
|
|
493
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Restricted cash
|
|
1,468
|
|
|
(2,772
|
)
|
||
Student contracts receivable, net
|
|
(3,333
|
)
|
|
(4,088
|
)
|
||
Other assets
|
|
(16,315
|
)
|
|
1,224
|
|
||
Accounts payable and accrued expenses
|
|
3,577
|
|
|
8,930
|
|
||
Other liabilities
|
|
25,919
|
|
|
11,877
|
|
||
Net cash provided by operating activities
|
|
176,799
|
|
|
133,352
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
|
||
Proceeds from disposition of real estate
|
|
155,234
|
|
|
28,167
|
|
||
Cash paid for property acquisitions
|
|
(92,508
|
)
|
|
(634,581
|
)
|
||
Cash paid for land acquisitions
|
|
(9,920
|
)
|
|
(25,103
|
)
|
||
Capital expenditures for wholly-owned properties
|
|
(52,587
|
)
|
|
(20,739
|
)
|
||
Investments in wholly-owned properties under development
|
|
(219,036
|
)
|
|
(265,070
|
)
|
||
Capital expenditures for on-campus participating properties
|
|
(1,323
|
)
|
|
(1,710
|
)
|
||
Investment in on-campus participating properties under development
|
|
(7,045
|
)
|
|
—
|
|
||
Investment in loans receivable
|
|
(52,038
|
)
|
|
—
|
|
||
Investment in mezzanine loans
|
|
(8,750
|
)
|
|
(2,000
|
)
|
||
Repayment of mezzanine loan
|
|
—
|
|
|
4,000
|
|
||
Increase in escrow deposits
|
|
(2,500
|
)
|
|
(19,170
|
)
|
||
Change in restricted cash related to capital reserves
|
|
(1,156
|
)
|
|
(366
|
)
|
||
Proceeds from insurance settlement
|
|
636
|
|
|
—
|
|
||
Purchase of corporate furniture, fixtures and equipment
|
|
(1,997
|
)
|
|
(1,396
|
)
|
||
Net cash used in investing activities
|
|
(292,990
|
)
|
|
(937,968
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
|
||
Proceeds from unsecured notes
|
|
398,636
|
|
|
—
|
|
||
Proceeds from sale of common stock
|
|
—
|
|
|
838,313
|
|
||
Offering costs
|
|
—
|
|
|
(33,223
|
)
|
||
Pay-off of mortgage loans and construction loans
|
|
(61,891
|
)
|
|
(62,182
|
)
|
||
Proceeds from unsecured term loan
|
|
—
|
|
|
150,000
|
|
||
Proceeds from credit facilities
|
|
364,855
|
|
|
371,000
|
|
||
Pay downs of credit facilities
|
|
(456,200
|
)
|
|
(438,000
|
)
|
||
Proceeds from construction loans
|
|
3,917
|
|
|
72,583
|
|
||
Principal payments on debt
|
|
(11,353
|
)
|
|
(8,064
|
)
|
||
Redemption of common units for cash
|
|
—
|
|
|
(132
|
)
|
||
Debt issuance and assumption costs
|
|
(4,239
|
)
|
|
(5,655
|
)
|
||
Distributions to common and restricted stockholders
|
|
(111,525
|
)
|
|
(82,083
|
)
|
||
Distributions to noncontrolling partners
|
|
(2,196
|
)
|
|
(2,329
|
)
|
||
Net cash provided by financing activities
|
|
120,004
|
|
|
800,228
|
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
3,813
|
|
|
(4,388
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
21,454
|
|
|
22,399
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
25,267
|
|
|
$
|
18,011
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
|
||
Loans assumed in connection with property acquisitions
|
|
$
|
—
|
|
|
$
|
(250,073
|
)
|
Issuance of common units in connection with property acquisitions
|
|
$
|
(3,451
|
)
|
|
$
|
(15,000
|
)
|
Change in fair value of derivative instruments, net
|
|
$
|
4,451
|
|
|
$
|
(4,191
|
)
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
70,226
|
|
|
$
|
48,390
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
|
|
|
|
|
||||
Investments in real estate:
|
|
|
|
|
||||
Wholly-owned properties, net
|
|
$
|
5,003,173
|
|
|
$
|
4,871,376
|
|
Wholly-owned properties held for sale
|
|
23,707
|
|
|
—
|
|
||
On-campus participating properties, net
|
|
62,162
|
|
|
57,346
|
|
||
Investments in real estate, net
|
|
5,089,042
|
|
|
4,928,722
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
25,267
|
|
|
21,454
|
|
||
Restricted cash
|
|
37,480
|
|
|
36,790
|
|
||
Student contracts receivable, net
|
|
17,207
|
|
|
14,122
|
|
||
Other assets
|
|
151,090
|
|
|
117,874
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
5,320,086
|
|
|
$
|
5,118,962
|
|
|
|
|
|
|
||||
Liabilities and capital
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||
Secured mortgage, construction and bond debt
|
|
$
|
1,414,943
|
|
|
$
|
1,509,105
|
|
Secured agency facility
|
|
95,355
|
|
|
104,000
|
|
||
Unsecured notes
|
|
398,692
|
|
|
—
|
|
||
Unsecured term loan
|
|
350,000
|
|
|
350,000
|
|
||
Unsecured revolving credit facility
|
|
175,300
|
|
|
258,000
|
|
||
Accounts payable and accrued expenses
|
|
63,895
|
|
|
56,046
|
|
||
Other liabilities
|
|
135,788
|
|
|
107,223
|
|
||
Total liabilities
|
|
2,633,973
|
|
|
2,384,374
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable limited partners
|
|
49,790
|
|
|
57,534
|
|
||
|
|
|
|
|
||||
Capital:
|
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
|
|
|
||
General partner – 12,222 OP units outstanding at both September 30, 2013 and December 31, 2012
|
|
112
|
|
|
116
|
|
||
Limited partner – 104,770,595 and 104,652,990 OP units outstanding at September 30, 2013 and December 31, 2012, respectively
|
|
2,632,939
|
|
|
2,654,926
|
|
||
Accumulated other comprehensive loss
|
|
(2,210
|
)
|
|
(6,661
|
)
|
||
Total partners’ capital
|
|
2,630,841
|
|
|
2,648,381
|
|
||
Noncontrolling interests - partially owned properties
|
|
5,482
|
|
|
28,673
|
|
||
Total capital
|
|
2,636,323
|
|
|
2,677,054
|
|
||
|
|
|
|
|
||||
Total liabilities and capital
|
|
$
|
5,320,086
|
|
|
$
|
5,118,962
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Wholly-owned properties
|
|
$
|
150,668
|
|
|
$
|
104,062
|
|
|
$
|
449,779
|
|
|
$
|
286,932
|
|
On-campus participating properties
|
|
5,066
|
|
|
5,087
|
|
|
17,871
|
|
|
17,766
|
|
||||
Third-party development services
|
|
622
|
|
|
1,467
|
|
|
1,656
|
|
|
7,427
|
|
||||
Third-party management services
|
|
1,792
|
|
|
1,687
|
|
|
5,425
|
|
|
5,083
|
|
||||
Resident services
|
|
883
|
|
|
454
|
|
|
1,912
|
|
|
982
|
|
||||
Total revenues
|
|
159,031
|
|
|
112,757
|
|
|
476,643
|
|
|
318,190
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wholly-owned properties
|
|
87,189
|
|
|
57,941
|
|
|
222,768
|
|
|
141,772
|
|
||||
On-campus participating properties
|
|
3,021
|
|
|
3,010
|
|
|
8,454
|
|
|
8,306
|
|
||||
Third-party development and management services
|
|
3,058
|
|
|
2,602
|
|
|
7,786
|
|
|
8,013
|
|
||||
General and administrative
|
|
3,934
|
|
|
7,582
|
|
|
12,366
|
|
|
15,760
|
|
||||
Depreciation and amortization
|
|
45,248
|
|
|
27,165
|
|
|
138,373
|
|
|
73,355
|
|
||||
Ground/facility leases
|
|
1,386
|
|
|
1,093
|
|
|
3,749
|
|
|
2,861
|
|
||||
Total operating expenses
|
|
143,836
|
|
|
99,393
|
|
|
393,496
|
|
|
250,067
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
15,195
|
|
|
13,364
|
|
|
83,147
|
|
|
68,123
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nonoperating income and (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
|
792
|
|
|
428
|
|
|
2,165
|
|
|
1,355
|
|
||||
Interest expense
|
|
(19,819
|
)
|
|
(13,530
|
)
|
|
(57,063
|
)
|
|
(38,742
|
)
|
||||
Amortization of deferred financing costs
|
|
(1,413
|
)
|
|
(1,060
|
)
|
|
(4,143
|
)
|
|
(3,012
|
)
|
||||
Income from unconsolidated joint ventures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444
|
|
||||
Other nonoperating income (expense)
|
|
134
|
|
|
136
|
|
|
(2,666
|
)
|
|
14
|
|
||||
Total nonoperating expenses
|
|
(20,306
|
)
|
|
(14,026
|
)
|
|
(61,707
|
)
|
|
(39,941
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income before income taxes and discontinued operations
|
|
(5,111
|
)
|
|
(662
|
)
|
|
21,440
|
|
|
28,182
|
|
||||
Income tax provision
|
|
(255
|
)
|
|
(181
|
)
|
|
(765
|
)
|
|
(493
|
)
|
||||
(Loss) income from continuing operations
|
|
(5,366
|
)
|
|
(843
|
)
|
|
20,675
|
|
|
27,689
|
|
||||
Income attributable to discontinued operations
|
|
367
|
|
|
1,865
|
|
|
5,373
|
|
|
7,062
|
|
||||
Gain from disposition of real estate
|
|
52,831
|
|
|
—
|
|
|
52,831
|
|
|
83
|
|
||||
Total discontinued operations
|
|
53,198
|
|
|
1,865
|
|
|
58,204
|
|
|
7,145
|
|
||||
Net income
|
|
47,832
|
|
|
1,022
|
|
|
78,879
|
|
|
34,834
|
|
||||
Net income attributable to noncontrolling interests – partially owned properties
|
|
(83
|
)
|
|
(329
|
)
|
|
(1,078
|
)
|
|
(1,312
|
)
|
||||
Net income attributable to American Campus Communities Operating Partnership, L.P.
|
|
47,749
|
|
|
693
|
|
|
77,801
|
|
|
33,522
|
|
||||
Series A preferred unit distributions
|
|
(46
|
)
|
|
(46
|
)
|
|
(137
|
)
|
|
(137
|
)
|
||||
Net income available to common unitholders
|
|
$
|
47,703
|
|
|
$
|
647
|
|
|
$
|
77,664
|
|
|
$
|
33,385
|
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of interest rate swaps
|
|
(1,163
|
)
|
|
(2,386
|
)
|
|
4,451
|
|
|
(4,191
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
46,540
|
|
|
$
|
(1,739
|
)
|
|
$
|
82,115
|
|
|
$
|
29,194
|
|
(Loss) income per unit attributable to common unitholders – basic
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations per unit
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.32
|
|
Net income per unit
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
(Loss) income per unit attributable to common unitholders – diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations per unit
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.31
|
|
Net income per unit
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.72
|
|
|
$
|
0.40
|
|
Weighted-average common units outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
105,919,787
|
|
|
90,069,204
|
|
|
105,887,837
|
|
|
80,291,801
|
|
||||
Diluted
|
|
105,919,787
|
|
|
90,069,204
|
|
|
106,515,908
|
|
|
80,896,941
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Noncontrolling
|
|
|
||||||||||||
|
|
|
|
|
|
Other
|
|
Interests -
|
|
|
|
|||||||||||||||
|
|
General Partner
|
|
Limited Partner
|
|
Comprehensive
|
|
Partially Owned
|
|
|
|
|||||||||||||||
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Loss
|
|
Properties
|
|
Total
|
||||||||||||
Capital as of December 31, 2012
|
|
12,222
|
|
|
$
|
116
|
|
|
104,652,990
|
|
|
$
|
2,654,926
|
|
|
$
|
(6,661
|
)
|
|
$
|
28,673
|
|
|
$
|
2,677,054
|
|
Adjustments to reflect redeemable limited partners’ interest at fair value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,823
|
|
|
—
|
|
|
—
|
|
|
10,823
|
|
|||||
Amortization of restricted stock awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,806
|
|
|
—
|
|
|
—
|
|
|
4,806
|
|
|||||
Vesting of restricted stock awards and restricted stock units
|
|
—
|
|
|
—
|
|
|
116,105
|
|
|
(2,928
|
)
|
|
—
|
|
|
—
|
|
|
(2,928
|
)
|
|||||
Distributions
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(111,512
|
)
|
|
—
|
|
|
—
|
|
|
(111,525
|
)
|
|||||
Distributions to noncontrolling joint venture partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(861
|
)
|
|
(861
|
)
|
|||||
Contributions by noncontrolling partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
|||||
Increase in ownership of consolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,908
|
)
|
|
(24,908
|
)
|
|||||
Conversion of preferred units to common stock
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Change in fair value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,451
|
|
|
—
|
|
|
4,451
|
|
|||||
Net income
|
|
—
|
|
|
9
|
|
|
—
|
|
|
76,806
|
|
|
—
|
|
|
1,078
|
|
|
77,893
|
|
|||||
Capital as of September 30, 2013
|
|
12,222
|
|
|
$
|
112
|
|
|
104,770,595
|
|
|
$
|
2,632,939
|
|
|
$
|
(2,210
|
)
|
|
$
|
5,482
|
|
|
$
|
2,636,323
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
78,879
|
|
|
$
|
34,834
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Gain from disposition of real estate
|
|
(52,831
|
)
|
|
(83
|
)
|
||
Loss on remeasurement of equity method investment
|
|
—
|
|
|
122
|
|
||
Depreciation and amortization
|
|
140,059
|
|
|
77,407
|
|
||
Amortization of deferred financing costs and debt premiums/discounts
|
|
(6,397
|
)
|
|
1,904
|
|
||
Share-based compensation
|
|
5,008
|
|
|
3,948
|
|
||
Income from unconsolidated joint ventures
|
|
—
|
|
|
(444
|
)
|
||
Income tax provision
|
|
765
|
|
|
493
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Restricted cash
|
|
1,468
|
|
|
(2,772
|
)
|
||
Student contracts receivable, net
|
|
(3,333
|
)
|
|
(4,088
|
)
|
||
Other assets
|
|
(16,315
|
)
|
|
1,224
|
|
||
Accounts payable and accrued expenses
|
|
3,577
|
|
|
8,930
|
|
||
Other liabilities
|
|
25,919
|
|
|
11,877
|
|
||
Net cash provided by operating activities
|
|
176,799
|
|
|
133,352
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
|
||
Proceeds from disposition of real estate
|
|
155,234
|
|
|
28,167
|
|
||
Cash paid for property acquisitions
|
|
(92,508
|
)
|
|
(634,581
|
)
|
||
Cash paid for land acquisitions
|
|
(9,920
|
)
|
|
(25,103
|
)
|
||
Capital expenditures for wholly-owned properties
|
|
(52,587
|
)
|
|
(20,739
|
)
|
||
Investments in wholly-owned properties under development
|
|
(219,036
|
)
|
|
(265,070
|
)
|
||
Capital expenditures for on-campus participating properties
|
|
(1,323
|
)
|
|
(1,710
|
)
|
||
Investment in loans receivable
|
|
(52,038
|
)
|
|
—
|
|
||
Investment in mezzanine loans
|
|
(8,750
|
)
|
|
(2,000
|
)
|
||
Investment in on-campus participating properties under development
|
|
(7,045
|
)
|
|
—
|
|
||
Repayment of mezzanine loan
|
|
—
|
|
|
4,000
|
|
||
Increase in escrow deposits
|
|
(2,500
|
)
|
|
(19,170
|
)
|
||
Change in restricted cash related to capital reserves
|
|
(1,156
|
)
|
|
(366
|
)
|
||
Proceeds from insurance settlement
|
|
636
|
|
|
—
|
|
||
Purchase of corporate furniture, fixtures and equipment
|
|
(1,997
|
)
|
|
(1,396
|
)
|
||
Net cash used in investing activities
|
|
(292,990
|
)
|
|
(937,968
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
|
||
Proceeds from unsecured notes
|
|
398,636
|
|
|
—
|
|
||
Proceeds from issuance of common units in exchange for contributions, net
|
|
—
|
|
|
805,090
|
|
||
Pay-off of mortgage loans and constructions loans
|
|
(61,891
|
)
|
|
(62,182
|
)
|
||
Proceeds from unsecured term loan
|
|
—
|
|
|
150,000
|
|
||
Proceeds from credit facilities
|
|
364,855
|
|
|
371,000
|
|
||
Paydowns of credit facilities
|
|
(456,200
|
)
|
|
(438,000
|
)
|
||
Proceeds from construction loans
|
|
3,917
|
|
|
72,583
|
|
||
Principal payments on debt
|
|
(11,353
|
)
|
|
(8,064
|
)
|
||
Redemption of common units for cash
|
|
—
|
|
|
(132
|
)
|
||
Debt issuance and assumption costs
|
|
(4,239
|
)
|
|
(5,655
|
)
|
||
Distributions paid on unvested restricted stock awards
|
|
(710
|
)
|
|
(652
|
)
|
||
Distributions paid on common units
|
|
(112,013
|
)
|
|
(82,301
|
)
|
||
Distributions paid on preferred units
|
|
(137
|
)
|
|
(137
|
)
|
||
Distributions paid to noncontrolling partners - partially owned properties
|
|
(861
|
)
|
|
(1,322
|
)
|
||
Net cash provided by financing activities
|
|
120,004
|
|
|
800,228
|
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
3,813
|
|
|
(4,388
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
21,454
|
|
|
22,399
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
25,267
|
|
|
$
|
18,011
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
|
||
Loans assumed in connection with property acquisitions
|
|
$
|
—
|
|
|
$
|
(250,073
|
)
|
Issuance of common units in connection with property acquistiions
|
|
$
|
(3,451
|
)
|
|
$
|
(15,000
|
)
|
Change in fair value of derivative instruments, net
|
|
$
|
4,451
|
|
|
$
|
(4,191
|
)
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
70,226
|
|
|
$
|
48,390
|
|
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,
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Common OP Units (Note 10)
|
|
1,138,356
|
|
|
899,336
|
|
|
1,134,855
|
|
|
887,478
|
|
Preferred OP Units (Note 10)
|
|
114,014
|
|
|
114,128
|
|
|
114,090
|
|
|
114,128
|
|
Restricted Stock Awards (Note 11)
|
|
606,024
|
|
|
581,627
|
|
|
—
|
|
|
—
|
|
Total potentially dilutive securities
|
|
1,858,394
|
|
|
1,595,091
|
|
|
1,248,945
|
|
|
1,001,606
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator – basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
$
|
(5,366
|
)
|
|
$
|
(843
|
)
|
|
$
|
20,675
|
|
|
$
|
27,689
|
|
Income from continuing operations attributable to noncontrolling interests
|
|
(30
|
)
|
|
(374
|
)
|
|
(1,380
|
)
|
|
(1,762
|
)
|
||||
(Loss) income from continuing operations attributable to common shareholders
|
|
(5,396
|
)
|
|
(1,217
|
)
|
|
19,295
|
|
|
25,927
|
|
||||
Amount allocated to participating securities
|
|
(218
|
)
|
|
(196
|
)
|
|
(710
|
)
|
|
(652
|
)
|
||||
(Loss) income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
|
(5,614
|
)
|
|
(1,413
|
)
|
|
18,585
|
|
|
25,275
|
|
||||
Income from discontinued operations
|
|
53,198
|
|
|
1,865
|
|
|
58,204
|
|
|
7,145
|
|
||||
Income from discontinued operations attributable to noncontrolling interests
|
|
(626
|
)
|
|
(21
|
)
|
|
(684
|
)
|
|
(91
|
)
|
||||
Income from discontinued operations attributable to common shareholders
|
|
52,572
|
|
|
1,844
|
|
|
57,520
|
|
|
7,054
|
|
||||
Net income attributable to common shareholders
|
|
$
|
46,958
|
|
|
$
|
431
|
|
|
$
|
76,105
|
|
|
$
|
32,329
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
|
104,781,431
|
|
|
89,169,868
|
|
|
104,752,982
|
|
|
79,404,323
|
|
||||
Restricted Stock Awards (Note 11)
|
|
—
|
|
|
—
|
|
|
628,071
|
|
|
605,140
|
|
||||
Diluted weighted average common shares outstanding
|
|
104,781,431
|
|
|
89,169,868
|
|
|
105,381,053
|
|
|
80,009,463
|
|
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.32
|
|
Income from discontinued operations attributable to common shareholders
|
|
$
|
0.50
|
|
|
$
|
0.02
|
|
|
$
|
0.55
|
|
|
$
|
0.09
|
|
Net income attributable to common shareholders
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.31
|
|
Income from discontinued operations attributable to common shareholders
|
|
$
|
0.50
|
|
|
$
|
0.02
|
|
|
$
|
0.54
|
|
|
$
|
0.09
|
|
Net income attributable to common shareholders
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.72
|
|
|
$
|
0.40
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Restricted Stock Awards (Note 11)
|
|
606,024
|
|
|
581,627
|
|
|
—
|
|
|
—
|
|
Total potentially dilutive securities
|
|
606,024
|
|
|
581,627
|
|
|
—
|
|
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator – basic and diluted earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
$
|
(5,366
|
)
|
|
$
|
(843
|
)
|
|
$
|
20,675
|
|
|
$
|
27,689
|
|
Income from continuing operations attributable to noncontrolling interests – partially owned properties
|
|
(83
|
)
|
|
(329
|
)
|
|
(1,078
|
)
|
|
(1,312
|
)
|
||||
Loss (income) from continuing operations attributable to Series A preferred units
|
|
11
|
|
|
(44
|
)
|
|
(76
|
)
|
|
(127
|
)
|
||||
Amount allocated to participating securities
|
|
(218
|
)
|
|
(196
|
)
|
|
(710
|
)
|
|
(652
|
)
|
||||
(Loss) income from continuing operations attributable to common unitholders, net of amount allocated to participating securities
|
|
(5,656
|
)
|
|
(1,412
|
)
|
|
18,811
|
|
|
25,598
|
|
||||
Income from discontinued operations
|
|
53,198
|
|
|
1,865
|
|
|
58,204
|
|
|
7,145
|
|
||||
Income from discontinued operations attributable to Series A preferred units
|
|
(57
|
)
|
|
(2
|
)
|
|
(61
|
)
|
|
(10
|
)
|
||||
Income from discontinued operations attributable to common unitholders
|
|
53,141
|
|
|
1,863
|
|
|
58,143
|
|
|
7,135
|
|
||||
Net income attributable to common unitholders
|
|
$
|
47,485
|
|
|
$
|
451
|
|
|
$
|
76,954
|
|
|
$
|
32,733
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common units outstanding
|
|
105,919,787
|
|
|
90,069,204
|
|
|
105,887,837
|
|
|
80,291,801
|
|
||||
Restricted Stock Awards (Note 11)
|
|
—
|
|
|
—
|
|
|
628,071
|
|
|
605,140
|
|
||||
Diluted weighted average common units outstanding
|
|
105,919,787
|
|
|
90,069,204
|
|
|
106,515,908
|
|
|
80,896,941
|
|
Earnings per unit - basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations attributable to common unitholders, net of amount allocated to participating securities
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.32
|
|
Income from discontinued operations attributable to common unitholders
|
|
$
|
0.50
|
|
|
$
|
0.02
|
|
|
$
|
0.55
|
|
|
$
|
0.09
|
|
Net income attributable to common unitholders
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
Earnings per unit - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations attributable to common unitholders, net of amount allocated to participating securities
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.18
|
|
|
$
|
0.31
|
|
Income from discontinued operations attributable to common unitholders
|
|
$
|
0.50
|
|
|
$
|
0.02
|
|
|
$
|
0.54
|
|
|
$
|
0.09
|
|
Net income attributable to common unitholders
|
|
$
|
0.45
|
|
|
$
|
—
|
|
|
$
|
0.72
|
|
|
$
|
0.40
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Total revenues
|
$
|
159,859
|
|
$
|
113,484
|
|
|
$
|
479,332
|
|
|
$
|
319,972
|
|
|
Net income attributable to common Shareholders
|
$
|
47,574
|
|
$
|
589
|
|
|
$
|
77,582
|
|
|
$
|
32,871
|
|
|
Net income per share attributable to common shareholders, as adjusted - basic
|
$
|
0.45
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
|
Net income per share attributable to common shareholders, as adjusted - diluted
|
$
|
0.45
|
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
0.40
|
|
Property
|
|
Location
|
|
Primary University Served
|
|
Units
|
|
Beds
|
University Mills
|
|
Cedar Falls, IA
|
|
University of Northern Iowa
|
|
121
|
|
481
|
Campus Ridge
(1)
|
|
Johnson City, TN
|
|
University of Tennessee
|
|
132
|
|
528
|
(1)
|
Property was sold in October 2013 (see Note 16).
|
Property
|
|
Location
|
|
Primary University Served
|
|
Units
|
|
Beds
|
The Village at Blacksburg
|
|
Blacksburg, VA
|
|
Virginia Tech University
|
|
288
|
|
1,056
|
State College Park
|
|
State College, PA
|
|
Penn State University
|
|
196
|
|
752
|
University Pines
|
|
Statesboro, GA
|
|
Georgia Southern University
|
|
144
|
|
552
|
Northgate Lakes
(1)
|
|
Orlando, FL
|
|
The University of Central Florida
|
|
194
|
|
710
|
(1)
|
This property was included in the
9
-property Collateral Pool which secures our agency facility (see Note 8). As a result, concurrent with the sale of this property,
$15.5 million
of the secured agency facility's outstanding balance was paid down.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Total revenues
|
|
$
|
1,762
|
|
|
$
|
7,039
|
|
|
$
|
13,418
|
|
|
$
|
21,734
|
|
Total operating expenses
|
|
(1,140
|
)
|
|
(3,360
|
)
|
|
(5,785
|
)
|
|
(9,261
|
)
|
||||
Depreciation and amortization
|
|
(131
|
)
|
|
(1,361
|
)
|
|
(1,686
|
)
|
|
(4,052
|
)
|
||||
Operating income
|
|
491
|
|
|
2,318
|
|
|
5,947
|
|
|
8,421
|
|
||||
Total nonoperating expenses
|
|
(124
|
)
|
|
(453
|
)
|
|
(574
|
)
|
|
(1,359
|
)
|
||||
Net income
|
|
$
|
367
|
|
|
$
|
1,865
|
|
|
$
|
5,373
|
|
|
$
|
7,062
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Land
(1) (2)
|
|
$
|
563,467
|
|
|
$
|
550,274
|
|
Buildings and improvements
|
|
4,596,433
|
|
|
4,351,239
|
|
||
Furniture, fixtures and equipment
(2)
|
|
258,707
|
|
|
227,409
|
|
||
Construction in progress
(2)
|
|
70,483
|
|
|
138,923
|
|
||
|
|
5,489,090
|
|
|
5,267,845
|
|
||
Less accumulated depreciation
|
|
(485,917
|
)
|
|
(396,469
|
)
|
||
Wholly-owned properties, net
(3)
|
|
$
|
5,003,173
|
|
|
$
|
4,871,376
|
|
(1)
|
The land balance above includes undeveloped land parcels with book values of approximately
$34.6 million
and
$30.7 million
as of
September 30, 2013
and
December 31, 2012
, respectively. Also includes land totaling approximately
$31.1
|
(2)
|
Land, furniture, fixtures and equipment and construction in progress as of
September 30, 2013
include
$3.4 million
,
$0.4 million
and
$2.3 million
, respectively, related to the University Walk property located in
Knoxville, Tennessee
, that will serve students attending the
University of Tennessee
. In
July 2013
, 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 and other closing conditions. The development of the property is anticipated to be completed in
August 2014
. The entity that owns
University Walk
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)
|
The balances above exclude the net book value of
two
properties, University Mills and Campus Ridge which are classified as wholly-owned properties Held for Sale in the accompanying consolidated balance sheet as of
September 30, 2013
.
|
(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.
|
(5)
|
In July 2013, the Company entered into long-term ground and facility leases with the University to finance, construct and manage this on-campus participating property. Under the terms of the leases, title to the constructed facility will be held by the University/lessor and the University will receive 50% of defined net cash flows on an annual basis through the term of the leases. Due to our involvement in the construction of the facility, any fees paid to the Company/lessee for development and construction management services during the construction period are deferred and amortized to revenue over the lease term. This facility is scheduled to be placed in service in August 2014.
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Debt secured by wholly-owned properties:
|
|
|
|
|
||||
Mortgage loans payable
|
|
|
|
|
||||
Unpaid principal balance
|
|
$
|
1,216,503
|
|
|
$
|
1,288,482
|
|
Unamortized debt premiums
|
|
78,370
|
|
|
90,091
|
|
||
Unamortized debt discounts
|
|
(2,405
|
)
|
|
(3,506
|
)
|
||
|
|
1,292,468
|
|
|
1,375,067
|
|
||
Construction loans payable
(1)
|
|
44,638
|
|
|
57,355
|
|
||
|
|
1,337,106
|
|
|
1,432,422
|
|
||
Debt secured by on-campus participating properties:
|
|
|
|
|
|
|
||
Mortgage loan payable
|
|
31,480
|
|
|
31,768
|
|
||
Bonds payable
|
|
42,440
|
|
|
44,915
|
|
||
Construction loan payable
|
|
3,917
|
|
|
—
|
|
||
|
|
77,837
|
|
|
76,683
|
|
||
|
|
|
|
|
||||
Secured agency facility
|
|
95,355
|
|
|
104,000
|
|
||
Unsecured notes, net of unamortized original issue discount
|
|
398,692
|
|
|
—
|
|
||
Unsecured revolving credit facility
|
|
175,300
|
|
|
258,000
|
|
||
Unsecured term loan
|
|
350,000
|
|
|
350,000
|
|
||
Total debt
|
|
$
|
2,434,290
|
|
|
$
|
2,221,105
|
|
(1)
|
Construction loans payable as of
December 31, 2012
includes
$12.7 million
related to
two
constructions loans that financed the development and construction of Townhomes at Newtown Crossing and The Lodges of East Lansing Phase II, VIEs that the Company included in its consolidated financial statements during the construction phase. The sellers/developers paid off their respective construction loans with proceeds from the Company's purchase of the properties in the third quarter of 2013 (see Note 3).
|
December 31, 2012
|
$
|
57,534
|
|
Net income
|
986
|
|
|
Distributions
|
(1,335
|
)
|
|
Redeemable limited partner units issued as consideration (see Note 3)
|
3,451
|
|
|
Conversion of redeemable limited partner units into shares of ACC common stock
|
(23
|
)
|
|
Adjustments to reflect redeemable limited partner units at fair value
|
(10,823
|
)
|
|
September 30, 2013
|
$
|
49,790
|
|
|
Number of RSUs
|
|
Outstanding at December 31, 2012
|
—
|
|
Granted
|
10,265
|
|
Settled in common shares
|
(4,572
|
)
|
Settled in cash
|
(5,693
|
)
|
Outstanding at September 30, 2013
|
—
|
|
|
Number of RSAs
|
|
Nonvested balance at December 31, 2012
|
575,668
|
|
Granted
|
230,800
|
|
Vested
|
(111,533
|
)
|
Forfeited
|
(90,189
|
)
|
Nonvested balance at September 30, 2013
|
604,746
|
|
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%
|
|
$
|
31,480
|
|
|
$
|
(623
|
)
|
Feb 2, 2012
|
|
Feb 2, 2012
|
|
Jan 2, 2017
|
|
0.8695%
|
|
LIBOR – 1 month
|
|
125,000
|
|
|
(522
|
)
|
||
Feb 2, 2012
|
|
Feb 2, 2012
|
|
Jan 2, 2017
|
|
0.88%
|
|
LIBOR – 1 month
|
|
100,000
|
|
|
(457
|
)
|
||
Feb 2, 2012
|
|
Feb 2, 2012
|
|
Jan 2, 2017
|
|
0.8875%
|
|
LIBOR – 1 month
|
|
62,500
|
|
|
(304
|
)
|
||
Feb 2, 2012
|
|
Feb 2, 2012
|
|
Jan 2, 2017
|
|
0.889%
|
|
LIBOR – 1 month
|
|
62,500
|
|
|
(304
|
)
|
||
|
|
|
|
|
|
|
|
Total
|
|
$
|
381,480
|
|
|
$
|
(2,210
|
)
|
|
|
Liability Derivatives
|
||||||||
|
|
|
|
Fair Value as of
|
||||||
Description
|
|
Balance Sheet
Location
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Interest rate swaps contracts
|
|
Other liabilities
|
|
$
|
2,210
|
|
|
$
|
6,661
|
|
Total derivatives designated
as hedging instruments
|
|
|
|
$
|
2,210
|
|
|
$
|
6,661
|
|
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
|
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
|
|
$
|
—
|
|
|
$
|
2,210
|
|
|
$
|
—
|
|
|
$
|
2,210
|
|
|
$
|
—
|
|
|
$
|
6,661
|
|
|
$
|
—
|
|
|
$
|
6,661
|
|
Mezzanine:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests (Company)/
Redeemable limited partners
(Operating Partnership)
|
|
$
|
—
|
|
|
$
|
49,790
|
|
|
$
|
—
|
|
|
$
|
49,790
|
|
|
$
|
—
|
|
|
$
|
57,534
|
|
|
$
|
—
|
|
|
$
|
57,534
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Loans receivable
|
|
$
|
49,154
|
|
|
$
|
50,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured notes
|
|
$
|
381,827
|
|
|
$
|
398,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage loans
|
|
1,322,320
|
|
|
1,323,948
|
|
|
1,437,851
|
|
|
1,406,835
|
|
||||
Bonds payable
|
|
44,964
|
|
|
42,440
|
|
|
52,778
|
|
|
44,915
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Wholly-Owned Properties
|
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
|
$
|
151,551
|
|
|
$
|
104,516
|
|
|
$
|
451,691
|
|
|
$
|
287,914
|
|
Interest and other income
|
|
14
|
|
|
7
|
|
|
36
|
|
|
31
|
|
||||
Total revenues from external customers
|
|
151,565
|
|
|
104,523
|
|
|
451,727
|
|
|
287,945
|
|
||||
Operating expenses before depreciation, amortization, ground/facility lease and allocation of corporate overhead
|
|
(88,353
|
)
|
|
(58,348
|
)
|
|
(225,392
|
)
|
|
(142,222
|
)
|
||||
Ground/facility leases
|
|
(759
|
)
|
|
(564
|
)
|
|
(2,063
|
)
|
|
(1,259
|
)
|
||||
Interest expense
|
|
(11,062
|
)
|
|
(8,224
|
)
|
|
(33,936
|
)
|
|
(22,549
|
)
|
||||
Operating income before depreciation, amortization, and allocation of corporate overhead
|
|
$
|
51,391
|
|
|
$
|
37,387
|
|
|
$
|
190,336
|
|
|
$
|
121,915
|
|
Depreciation and amortization
|
|
$
|
43,577
|
|
|
$
|
25,633
|
|
|
$
|
133,465
|
|
|
$
|
68,785
|
|
Capital expenditures
|
|
$
|
96,770
|
|
|
$
|
99,049
|
|
|
$
|
271,623
|
|
|
$
|
285,809
|
|
Total segment assets at September 30,
|
|
$
|
5,133,137
|
|
|
$
|
4,053,250
|
|
|
$
|
5,133,137
|
|
|
$
|
4,053,250
|
|
|
|
|
|
|
|
|
|
|
||||||||
On-Campus Participating Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues
|
|
$
|
5,066
|
|
|
$
|
5,087
|
|
|
$
|
17,871
|
|
|
$
|
17,766
|
|
Interest and other income
|
|
8
|
|
|
4
|
|
|
12
|
|
|
12
|
|
||||
Total revenues from external customers
|
|
5,074
|
|
|
5,091
|
|
|
17,883
|
|
|
17,778
|
|
||||
Operating expenses before depreciation, amortization, ground/facility lease and allocation of corporate overhead
|
|
(2,850
|
)
|
|
(2,856
|
)
|
|
(7,915
|
)
|
|
(7,763
|
)
|
||||
Ground/facility lease
|
|
(627
|
)
|
|
(529
|
)
|
|
(1,686
|
)
|
|
(1,602
|
)
|
||||
Interest expense
|
|
(1,365
|
)
|
|
(1,419
|
)
|
|
(4,120
|
)
|
|
(4,276
|
)
|
||||
Operating income before depreciation, amortization and allocation of corporate overhead
|
|
$
|
232
|
|
|
$
|
287
|
|
|
$
|
4,162
|
|
|
$
|
4,137
|
|
Depreciation and amortization
|
|
$
|
1,197
|
|
|
$
|
1,167
|
|
|
$
|
3,553
|
|
|
$
|
3,481
|
|
Capital expenditures
|
|
$
|
7,660
|
|
|
$
|
948
|
|
|
$
|
8,368
|
|
|
$
|
1,710
|
|
Total segment assets at September 30,
|
|
$
|
77,250
|
|
|
$
|
74,245
|
|
|
$
|
77,250
|
|
|
$
|
74,245
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Development and construction management fees
|
|
$
|
622
|
|
|
$
|
1,467
|
|
|
$
|
1,656
|
|
|
$
|
7,427
|
|
Operating expenses
|
|
(3,159
|
)
|
|
(2,767
|
)
|
|
(8,541
|
)
|
|
(7,867
|
)
|
||||
Operating loss before depreciation, amortization and allocation of corporate overhead
|
|
$
|
(2,537
|
)
|
|
$
|
(1,300
|
)
|
|
$
|
(6,885
|
)
|
|
$
|
(440
|
)
|
Total segment assets at September 30,
|
|
$
|
5,113
|
|
|
$
|
4,340
|
|
|
$
|
5,113
|
|
|
$
|
4,340
|
|
|
|
|
|
|
|
|
|
|
||||||||
Property Management Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property management fees from external customers
|
|
$
|
1,792
|
|
|
$
|
1,687
|
|
|
$
|
5,425
|
|
|
$
|
5,083
|
|
Intersegment revenues
|
|
5,293
|
|
|
4,049
|
|
|
15,879
|
|
|
11,657
|
|
||||
Total revenues
|
|
7,085
|
|
|
5,736
|
|
|
21,304
|
|
|
16,740
|
|
||||
Operating expenses
|
|
(2,413
|
)
|
|
(2,360
|
)
|
|
(7,534
|
)
|
|
(7,494
|
)
|
||||
Operating income before depreciation, amortization and allocation of corporate overhead
|
|
$
|
4,672
|
|
|
$
|
3,376
|
|
|
$
|
13,770
|
|
|
$
|
9,246
|
|
Total segment assets at September 30,
|
|
$
|
6,960
|
|
|
$
|
4,688
|
|
|
$
|
6,960
|
|
|
$
|
4,688
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment revenues
|
|
$
|
164,346
|
|
|
$
|
116,817
|
|
|
$
|
492,570
|
|
|
$
|
329,890
|
|
Unallocated interest income earned on corporate cash
|
|
770
|
|
|
417
|
|
|
2,117
|
|
|
1,312
|
|
||||
Elimination of intersegment revenues
|
|
(5,293
|
)
|
|
(4,049
|
)
|
|
(15,879
|
)
|
|
(11,657
|
)
|
||||
Total consolidated revenues, including interest income
|
|
$
|
159,823
|
|
|
$
|
113,185
|
|
|
$
|
478,808
|
|
|
$
|
319,545
|
|
Segment operating income before depreciation, amortization and allocation of corporate overhead
|
|
$
|
53,758
|
|
|
$
|
39,750
|
|
|
$
|
201,383
|
|
|
$
|
134,858
|
|
Depreciation and amortization
|
|
(46,661
|
)
|
|
(28,225
|
)
|
|
(142,516
|
)
|
|
(76,367
|
)
|
||||
Net unallocated expenses relating to corporate overhead
|
|
(12,342
|
)
|
|
(12,323
|
)
|
|
(34,761
|
)
|
|
(30,767
|
)
|
||||
Income from unconsolidated joint ventures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444
|
|
||||
Other nonoperating income (expense)
|
|
134
|
|
|
136
|
|
|
(2,666
|
)
|
|
14
|
|
||||
Income tax provision
|
|
(255
|
)
|
|
(181
|
)
|
|
(765
|
)
|
|
(493
|
)
|
||||
(Loss) income from continuing operations
|
|
$
|
(5,366
|
)
|
|
$
|
(843
|
)
|
|
$
|
20,675
|
|
|
$
|
27,689
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total segment assets
|
|
$
|
5,222,460
|
|
|
$
|
4,136,523
|
|
|
$
|
5,222,460
|
|
|
$
|
4,136,523
|
|
Unallocated corporate assets
|
|
97,626
|
|
|
78,049
|
|
|
97,626
|
|
|
78,049
|
|
||||
Total assets at September 30,
|
|
$
|
5,320,086
|
|
|
$
|
4,214,572
|
|
|
$
|
5,320,086
|
|
|
$
|
4,214,572
|
|
Property portfolio:
|
|
Properties
|
|
Units
|
|
Beds
|
|||
Wholly-owned operating properties:
|
|
|
|
|
|
|
|||
Off-campus properties
(1)
|
|
139
|
|
|
25,695
|
|
|
79,096
|
|
On-campus ACE
|
|
14
|
|
|
3,483
|
|
|
11,521
|
|
Subtotal – operating properties
|
|
153
|
|
|
29,178
|
|
|
90,617
|
|
|
|
|
|
|
|
|
|||
Wholly-owned properties under development:
|
|
|
|
|
|
|
|
|
|
Off-campus properties
(2)
|
|
3
|
|
|
643
|
|
|
2,247
|
|
On-campus ACE
|
|
4
|
|
|
838
|
|
|
2,642
|
|
Subtotal – properties under development
|
|
7
|
|
|
1,481
|
|
|
4,889
|
|
|
|
|
|
|
|
|
|||
Total wholly-owned properties
|
|
160
|
|
|
30,659
|
|
|
95,506
|
|
|
|
|
|
|
|
|
|||
On-campus participating properties
|
|
|
|
|
|
|
|
||
Operating properties
|
|
4
|
|
|
1,863
|
|
|
4,519
|
|
Properties under development
|
|
1
|
|
|
224
|
|
|
567
|
|
Total on-campus participating properties
|
|
5
|
|
|
2,087
|
|
|
5,086
|
|
|
|
|
|
|
|
|
|||
Total owned property portfolio
|
|
165
|
|
|
32,746
|
|
|
100,592
|
|
|
|
|
|
|
|
|
|||
Managed properties
|
|
35
|
|
|
10,494
|
|
|
25,903
|
|
Total property portfolio
|
|
200
|
|
|
43,240
|
|
|
126,495
|
|
|
|
|
|
|
|
|
(1)
|
Includes
two
properties classified as Held for Sale as of
September 30, 2013
.
|
(2)
|
Includes
University Walk
, a
177
-unit,
526
-bed property we did not own as of
September 30, 2013
, but are obligated to purchase as long as the developer meets certain construction completion deadlines and other closing conditions. The development of the property is anticipated to be completed in
August 2014
.
|
Project |
|
Project Type
|
|
Location |
|
Primary University Served |
|
Units |
|
Beds |
|
Total Project Cost
|
|
Opened for Occupancy
|
||||
Manzanita Hall
|
|
ACE
|
|
Tempe, AZ
|
|
Arizona State University
|
|
241
|
|
|
816
|
|
|
$
|
48,500
|
|
|
August 2013
|
The Callaway House
|
|
Off-campus
|
|
Austin, TX
|
|
The University of Texas at Austin
|
|
219
|
|
|
753
|
|
|
62,500
|
|
|
August 2013
|
|
Chestnut Square
|
|
ACE
|
|
Philadelphia, PA
|
|
Drexel University
|
|
220
|
|
|
861
|
|
|
100,700
|
|
|
September 2013
|
|
U Club on Woodward
|
|
Off-campus
|
|
Tallahassee, FL
|
|
Florida State University
|
|
112
|
|
|
448
|
|
|
28,800
|
|
|
August 2013
|
|
Townhomes at Overton Park
|
|
Off-campus
|
|
Lubbock, TX
|
|
Texas Tech University
|
|
112
|
|
|
448
|
|
|
29,800
|
|
|
August 2013
|
|
601 Copeland
|
|
Off-campus
|
|
Tallahassee, FL
|
|
Florida State University
|
|
81
|
|
|
283
|
|
|
26,800
|
|
|
August 2013
|
|
University View (PVAMU Phase VII)
|
|
ACE
|
|
Prairie View, TX
|
|
Prairie View A&M University
|
|
96
|
|
|
336
|
|
|
14,800
|
|
|
August 2013
|
|
Townhomes at Newtown Crossing
(1)
|
|
Off-campus
|
|
Lexington, KY
|
|
University of Kentucky
|
|
152
|
|
|
608
|
|
|
38,750
|
|
|
August 2013
|
|
The Lodges of East Lansing Phase II
(2)
|
|
Off-Campus
|
|
East Lansing, MI
|
|
Michigan State University
|
|
144
|
|
|
366
|
|
|
32,300
|
|
|
August 2013
|
|
|
|
1,377
|
|
|
4,919
|
|
|
$
|
382,950
|
|
|
|
(1)
|
This project was completed by a third-party developer and purchased by us in September 2013. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional details.
|
(2)
|
This project was completed by a third-party developer and purchased by us in July 2013. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional details.
|
(1)
|
In July 2013, we entered into long-term ground and facility leases with the University to finance, construct and manage this on-campus participating property. Under the terms of the leases, title to the constructed facility will be held by the University/lessor and the University will receive 50% of defined net cash flows on an annual basis through the term of the leases.
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
|
2013
|
|
2012
|
|
Change ($)
|
|
Change (%)
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Wholly-owned properties
|
|
$
|
150,668
|
|
|
$
|
104,062
|
|
|
$
|
46,606
|
|
|
44.8
|
%
|
On-campus participating properties
|
|
5,066
|
|
|
5,087
|
|
|
(21
|
)
|
|
(0.4
|
)%
|
|||
Third-party development services
|
|
622
|
|
|
1,467
|
|
|
(845
|
)
|
|
(57.6
|
)%
|
|||
Third-party management services
|
|
1,792
|
|
|
1,687
|
|
|
105
|
|
|
6.2
|
%
|
|||
Resident services
|
|
883
|
|
|
454
|
|
|
429
|
|
|
94.5
|
%
|
|||
Total revenues
|
|
159,031
|
|
|
112,757
|
|
|
46,274
|
|
|
41.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Wholly-owned properties
|
|
87,189
|
|
|
57,941
|
|
|
29,248
|
|
|
50.5
|
%
|
|||
On-campus participating properties
|
|
3,021
|
|
|
3,010
|
|
|
11
|
|
|
0.4
|
%
|
|||
Third-party development and management services
|
|
3,058
|
|
|
2,602
|
|
|
456
|
|
|
17.5
|
%
|
|||
General and administrative
|
|
3,934
|
|
|
7,582
|
|
|
(3,648
|
)
|
|
(48.1
|
)%
|
|||
Depreciation and amortization
|
|
45,248
|
|
|
27,165
|
|
|
18,083
|
|
|
66.6
|
%
|
|||
Ground/facility leases
|
|
1,386
|
|
|
1,093
|
|
|
293
|
|
|
26.8
|
%
|
|||
Total operating expenses
|
|
143,836
|
|
|
99,393
|
|
|
44,443
|
|
|
44.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
15,195
|
|
|
13,364
|
|
|
1,831
|
|
|
13.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Nonoperating income and (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
792
|
|
|
428
|
|
|
364
|
|
|
85.0
|
%
|
|||
Interest expense
|
|
(19,819
|
)
|
|
(13,530
|
)
|
|
(6,289
|
)
|
|
46.5
|
%
|
|||
Amortization of deferred financing costs
|
|
(1,413
|
)
|
|
(1,060
|
)
|
|
(353
|
)
|
|
33.3
|
%
|
|||
Other nonoperating income
|
|
134
|
|
|
136
|
|
|
(2
|
)
|
|
(1.5
|
)%
|
|||
Total nonoperating expenses
|
|
(20,306
|
)
|
|
(14,026
|
)
|
|
(6,280
|
)
|
|
44.8
|
%
|
|||
Loss before income taxes and discontinued operations
|
|
(5,111
|
)
|
|
(662
|
)
|
|
(4,449
|
)
|
|
672.1
|
%
|
|||
Income tax provision
|
|
(255
|
)
|
|
(181
|
)
|
|
(74
|
)
|
|
40.9
|
%
|
|||
Loss from continuing operations
|
|
(5,366
|
)
|
|
(843
|
)
|
|
(4,523
|
)
|
|
536.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income attributable to discontinued operations
|
|
367
|
|
|
1,865
|
|
|
(1,498
|
)
|
|
(80.3
|
)%
|
|||
Gain from disposition of real estate
|
|
52,831
|
|
|
—
|
|
|
52,831
|
|
|
100.0
|
%
|
|||
Total discontinued operations
|
|
53,198
|
|
|
1,865
|
|
|
51,333
|
|
|
2,752.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
47,832
|
|
|
1,022
|
|
|
46,810
|
|
|
4,580.2
|
%
|
|||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
|
(573
|
)
|
|
(66
|
)
|
|
(507
|
)
|
|
768.2
|
%
|
|||
Partially owned properties
|
|
(83
|
)
|
|
(329
|
)
|
|
246
|
|
|
(74.8
|
)%
|
|||
Net income attributable to noncontrolling interests
|
|
(656
|
)
|
|
(395
|
)
|
|
(261
|
)
|
|
66.1
|
%
|
|||
Net income attributable to common
shareholders
|
|
$
|
47,176
|
|
|
$
|
627
|
|
|
$
|
46,549
|
|
|
7,424.1
|
%
|
|
|
Same Store Properties
(1)
|
|
New Properties
(2)
|
|
Total - All Properties
(1)
|
||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Number of properties
|
|
93
|
|
|
93
|
|
|
58
|
|
|
28
|
|
|
151
|
|
|
121
|
|
||||||
Number of beds
|
|
56,102
|
|
|
56,102
|
|
|
33,506
|
|
|
15,628
|
|
|
89,608
|
|
|
71,730
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
(3)
|
|
$
|
94,699
|
|
|
$
|
93,007
|
|
|
$
|
56,852
|
|
|
$
|
11,509
|
|
|
$
|
151,551
|
|
|
$
|
104,516
|
|
Operating expenses
|
|
53,809
|
|
|
52,407
|
|
|
33,380
|
|
|
5,534
|
|
|
87,189
|
|
|
57,941
|
|
(1)
|
Excludes
two
properties classified as Held for Sale as of
September 30, 2013
that are included in discontinued operations on the accompanying consolidated statements of comprehensive income.
|
(2)
|
Does not include properties under construction as of
September 30, 2013
. Number of properties and number of beds also excludes properties undergoing redevelopment as of
September 30, 2013
, although the results of operations of those properties are included in revenues and operating expenses prior to commencement of redevelopment activities.
|
(3)
|
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.
|
|
|
Nine Months Ended September 30,
|
|
|
|||||||||||
|
|
2013
|
|
2012
|
|
Change ($)
|
|
Change (%)
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Wholly-owned properties
|
|
$
|
449,779
|
|
|
$
|
286,932
|
|
|
$
|
162,847
|
|
|
56.8
|
%
|
On-campus participating properties
|
|
17,871
|
|
|
17,766
|
|
|
105
|
|
|
0.6
|
%
|
|||
Third-party development services
|
|
1,656
|
|
|
7,427
|
|
|
(5,771
|
)
|
|
(77.7
|
)%
|
|||
Third-party management services
|
|
5,425
|
|
|
5,083
|
|
|
342
|
|
|
6.7
|
%
|
|||
Resident services
|
|
1,912
|
|
|
982
|
|
|
930
|
|
|
94.7
|
%
|
|||
Total revenues
|
|
476,643
|
|
|
318,190
|
|
|
158,453
|
|
|
49.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Wholly-owned properties
|
|
222,768
|
|
|
141,772
|
|
|
80,996
|
|
|
57.1
|
%
|
|||
On-campus participating properties
|
|
8,454
|
|
|
8,306
|
|
|
148
|
|
|
1.8
|
%
|
|||
Third-party development and management services
|
|
7,786
|
|
|
8,013
|
|
|
(227
|
)
|
|
(2.8
|
)%
|
|||
General and administrative
|
|
12,366
|
|
|
15,760
|
|
|
(3,394
|
)
|
|
(21.5
|
)%
|
|||
Depreciation and amortization
|
|
138,373
|
|
|
73,355
|
|
|
65,018
|
|
|
88.6
|
%
|
|||
Ground/facility leases
|
|
3,749
|
|
|
2,861
|
|
|
888
|
|
|
31.0
|
%
|
|||
Total operating expenses
|
|
393,496
|
|
|
250,067
|
|
|
143,429
|
|
|
57.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
83,147
|
|
|
68,123
|
|
|
15,024
|
|
|
22.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Nonoperating income and (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
2,165
|
|
|
1,355
|
|
|
810
|
|
|
59.8
|
%
|
|||
Interest expense
|
|
(57,063
|
)
|
|
(38,742
|
)
|
|
(18,321
|
)
|
|
47.3
|
%
|
|||
Amortization of deferred financing costs
|
|
(4,143
|
)
|
|
(3,012
|
)
|
|
(1,131
|
)
|
|
37.5
|
%
|
|||
Income from unconsolidated joint ventures
|
|
—
|
|
|
444
|
|
|
(444
|
)
|
|
(100.0
|
)%
|
|||
Other nonoperating (expense) income
|
|
(2,666
|
)
|
|
14
|
|
|
(2,680
|
)
|
|
(19,142.9
|
)%
|
|||
Total nonoperating expenses
|
|
(61,707
|
)
|
|
(39,941
|
)
|
|
(21,766
|
)
|
|
54.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes and discontinued operations
|
|
21,440
|
|
|
28,182
|
|
|
(6,742
|
)
|
|
(23.9
|
)%
|
|||
Income tax provision
|
|
(765
|
)
|
|
(493
|
)
|
|
(272
|
)
|
|
55.2
|
%
|
|||
Income from continuing operations
|
|
20,675
|
|
|
27,689
|
|
|
(7,014
|
)
|
|
(25.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income attributable to discontinued operations
|
|
5,373
|
|
|
7,062
|
|
|
(1,689
|
)
|
|
(23.9
|
)%
|
|||
Gain from disposition of real estate
|
|
52,831
|
|
|
83
|
|
|
52,748
|
|
|
63,551.8
|
%
|
|||
Total discontinued operations
|
|
58,204
|
|
|
7,145
|
|
|
51,059
|
|
|
714.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
78,879
|
|
|
34,834
|
|
|
44,045
|
|
|
126.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
|
(986
|
)
|
|
(541
|
)
|
|
(445
|
)
|
|
82.3
|
%
|
|||
Partially owned properties
|
|
(1,078
|
)
|
|
(1,312
|
)
|
|
234
|
|
|
(17.8
|
)%
|
|||
Net income attributable to noncontrolling interests
|
|
(2,064
|
)
|
|
(1,853
|
)
|
|
(211
|
)
|
|
11.4
|
%
|
|||
Net income attributable to common
shareholders
|
|
$
|
76,815
|
|
|
$
|
32,981
|
|
|
$
|
43,834
|
|
|
132.9
|
%
|
|
|
Same Store Properties
(1)
|
|
New Properties
(2)
|
|
Total - All Properties
(1)
|
||||||||||||||||||
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Number of properties
|
|
90
|
|
|
90
|
|
|
61
|
|
|
31
|
|
|
151
|
|
|
121
|
|
||||||
Number of beds
|
|
54,232
|
|
|
54,232
|
|
|
35,376
|
|
|
17,498
|
|
|
89,608
|
|
|
71,730
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
(3)
|
|
$
|
275,173
|
|
|
$
|
269,987
|
|
|
$
|
176,518
|
|
|
$
|
17,927
|
|
|
$
|
451,691
|
|
|
$
|
287,914
|
|
Operating expenses
|
|
134,925
|
|
|
130,937
|
|
|
87,843
|
|
|
10,835
|
|
|
222,768
|
|
|
141,772
|
|
(1)
|
Excludes
two
properties classified as Held for Sale as of
September 30, 2013
that are included in discontinued operations on the accompanying consolidated statements of comprehensive income.
|
(2)
|
Does not include properties under construction as of
September 30, 2013
. Number of properties and number of beds also excludes properties undergoing redevelopment as of
September 30, 2013
, although the results of operations of those properties are included in revenues and operating expenses prior to commencement of redevelopment activities.
|
(3)
|
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,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income attributable to American Campus Communities,Inc. and Subsidiaries
|
|
$
|
47,176
|
|
|
$
|
627
|
|
|
$
|
76,815
|
|
|
$
|
32,981
|
|
Noncontrolling interests
(1)
|
|
656
|
|
|
129
|
|
|
1,273
|
|
|
798
|
|
||||
Gain from disposition of real estate
|
|
(52,831
|
)
|
|
—
|
|
|
(52,831
|
)
|
|
(83
|
)
|
||||
Income from unconsolidated joint ventures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(444
|
)
|
||||
FFO from unconsolidated joint ventures
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||
Real estate related depreciation and amortization
|
|
44,905
|
|
|
28,122
|
|
|
138,704
|
|
|
76,201
|
|
||||
Funds from operations (“FFO”)
|
|
39,906
|
|
|
28,878
|
|
|
163,961
|
|
|
109,882
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Elimination of operations of on-campus participating properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss (income) from on-campus participating properties
|
|
1,002
|
|
|
919
|
|
|
(493
|
)
|
|
(535
|
)
|
||||
Amortization of investment in on-campus participating properties
|
|
(1,197
|
)
|
|
(1,167
|
)
|
|
(3,553
|
)
|
|
(3,481
|
)
|
||||
|
|
39,711
|
|
|
28,630
|
|
|
159,915
|
|
|
105,866
|
|
||||
Modifications to reflect operational performance of on-campus participating properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Our share of net cash flow
(3)
|
|
627
|
|
|
529
|
|
|
1,686
|
|
|
1,602
|
|
||||
Management fees
|
|
242
|
|
|
236
|
|
|
832
|
|
|
814
|
|
||||
On-campus participating properties development fees
(4)
|
|
950
|
|
|
—
|
|
|
950
|
|
|
—
|
|
||||
Impact of on-campus participating properties
|
|
1,819
|
|
|
765
|
|
|
3,468
|
|
|
2,416
|
|
||||
Non-cash litigation settlement expense
(5)
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
||||
Elimination of gain on debt restructuring – unconsolidated joint venture
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
||||
Loss on remeasurement of equity method investment
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
Funds from operations – modified (“FFOM”)
|
|
$
|
41,530
|
|
|
$
|
29,395
|
|
|
$
|
166,183
|
|
|
$
|
107,980
|
|
|
|
|
|
|
|
|
|
|
||||||||
FFO per share – diluted
|
|
$
|
0.37
|
|
|
$
|
0.32
|
|
|
$
|
1.54
|
|
|
$
|
1.36
|
|
FFOM per share – diluted
|
|
$
|
0.39
|
|
|
$
|
0.32
|
|
|
$
|
1.56
|
|
|
$
|
1.33
|
|
Weighted average common shares outstanding – diluted
|
|
106,639,825
|
|
|
90,764,959
|
|
|
106,629,998
|
|
|
81,011,069
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related costs
|
|
$
|
345
|
|
|
$
|
4,744
|
|
|
$
|
345
|
|
|
$
|
6,121
|
|
FFOM (excluding acquisition-related costs)
|
|
$
|
41,875
|
|
|
$
|
34,139
|
|
|
$
|
166,528
|
|
|
$
|
114,101
|
|
FFOM per share (excluding acquisition-related costs)
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
1.56
|
|
|
$
|
1.41
|
|
(1)
|
Excludes $0 and $0.8 million for the three and nine months ended September 30, 2013, respectively, and $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. Effective July 1, 2013, the company acquired the minority partner’s interest and now owns 100% of the property.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
Development and construction management fees related to the West Virginia University on-campus participating property, which is currently under construction and scheduled for completion in August 2014. Although the company is including this project in its consolidated financial statements for accounting purposes, similar to our other on-campus participating properties, we view the economic benefit of such properties as limited to the development/construction management fees, property management fees and the 50% share of net cash flow that we receive. As such, for purposes of calculating FFOM, we are recognizing the fees received for this project similar to other third-party development projects.
|
(5)
|
On April 22, 2013, the company acquired a note and subrogation rights from National Public Finance Guarantee Corporation (formerly known as MBIA Insurance Corp. of Illinois) for an aggregate of $52.8 million, which are secured by a lien on, and the cash flows from, two student housing properties in close proximity to the University of Central Florida and currently under a ground lease with the UCF Foundation. The instruments carry an interest rate of 5.123 percent. The acquisition facilitated the settlement of litigation related to a third-party management agreement for the properties with a GMH entity that was acquired by the company’s 2008 merger with GMH. The acquisition resulted in a non-cash settlement charge of $2.8 million to reflect the fair market valuation of the instruments. Management believes it is appropriate to exclude this non-cash charge from FFOM in order to more accurately present the operating results of the company on a comparative basis during the periods presented.
|
(6)
|
In connection with 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.
|
(7)
|
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.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
C
hanges in Internal Control Over Financial Reporting
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control Over Financial Reporting
|
Exhibit Number
|
|
Description of Document
|
4.1
|
|
Letter Agreement Regarding Issuance of OP Units dated September 26, 2013 between Hallmark Student Housing Lexington, LLC, on one hand, and ACC OP (Lexington) LLC and American Campus Communities Operating Partnership, L.P., on the other hand.
|
|
|
|
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
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Dated:
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November 8, 2013
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AMERICAN CAMPUS COMMUNITIES, INC.
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By:
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
President and Chief Executive Officer
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By:
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/s/ Jonathan A. Graf
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Jonathan A. Graf
Executive Vice President,
Chief Financial Officer, Treasurer
and Secretary
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Dated:
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November 8, 2013
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AMERICAN CAMPUS COMMUNITIES
OPERATING PARTNERSHIP, L.P.
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By: American Campus Communities Holdings,
LLC, its general partner
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By: American Campus Communities, Inc.,
its sole member |
By:
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
President and Chief Executive Officer
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By:
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/s/ Jonathan A. Graf
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Jonathan A. Graf
Executive Vice President,
Chief Financial Officer, Treasurer
and Secretary
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Dated: November 8, 2013
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By:
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
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President and Chief Executive Officer
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Dated: November 8, 2013
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By:
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/s/ Jonathan A. Graf
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Jonathan A. Graf
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Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Dated: November 8, 2013
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By:
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
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President and Chief Executive Officer
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Dated: November 8, 2013
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By:
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/s/ Jonathan A. Graf
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Jonathan A. Graf
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Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
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Dated: November 8, 2013
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
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President and Chief Executive Officer
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Dated: November 8, 2013
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/s/ Jonathan A. Graf
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Jonathan A. Graf
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Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
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Dated: November 8, 2013
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/s/ William C. Bayless, Jr.
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William C. Bayless, Jr.
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President and Chief Executive Officer
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Dated: November 8, 2013
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/s/ Jonathan A. Graf
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Jonathan A. Graf
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Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
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