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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Emerging growth 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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Emerging growth 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 March 31, 2018 (unaudited) and December 31, 2017
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Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017 (all unaudited)
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Consolidated Statement of Changes in Equity for the three months ended March 31, 2018 (unaudited)
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Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (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 March 31, 2018 (unaudited) and December 31, 2017
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Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017 (all unaudited)
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Consolidated Statement of Changes in Capital for the three months ended March 31, 2018 (unaudited)
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Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (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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March 31, 2018
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December 31, 2017
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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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||||
Owned properties, net
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$
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6,543,564
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$
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6,450,364
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On-campus participating properties, net
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81,008
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81,804
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Investments in real estate, net
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6,624,572
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6,532,168
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Cash and cash equivalents
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55,502
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41,182
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Restricted cash
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28,485
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23,590
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Student contracts receivable, net
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9,726
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9,170
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Other assets
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288,667
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291,260
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Total assets
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$
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7,006,952
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$
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6,897,370
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Liabilities and equity
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Liabilities:
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Secured mortgage, construction and bond debt, net
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$
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682,295
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$
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664,020
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Unsecured notes, net
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1,586,501
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1,585,855
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Unsecured term loans, net
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647,414
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647,044
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Unsecured revolving credit facility
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218,000
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127,600
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Accounts payable and accrued expenses
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52,932
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53,741
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Other liabilities
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212,754
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187,983
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Total liabilities
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3,399,896
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3,266,243
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Commitments and contingencies (Note 12)
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Redeemable noncontrolling interests
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126,999
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132,169
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Equity:
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American Campus Communities, Inc. and Subsidiaries stockholders’ equity:
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Common stock, $0.01 par value, 800,000,000 shares authorized, 136,600,639 and 136,362,728 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
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1,366
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1,364
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Additional paid in capital
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4,332,471
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4,326,910
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Common stock held in rabbi trust, 62,618 and 63,778 shares at March 31, 2018 and December 31, 2017, respectively
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(2,817
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)
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(2,944
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)
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Accumulated earnings and dividends
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(872,281
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)
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(837,644
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)
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Accumulated other comprehensive loss
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(2,236
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)
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(2,701
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)
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Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity
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3,456,503
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3,484,985
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Noncontrolling interests - partially owned properties
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23,554
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13,973
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Total equity
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3,480,057
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3,498,958
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Total liabilities and equity
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$
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7,006,952
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$
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6,897,370
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Three Months Ended March 31,
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2018
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2017
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Revenues:
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Owned properties
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$
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205,532
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$
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178,831
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On-campus participating properties
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10,443
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10,158
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Third-party development services
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846
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456
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Third-party management services
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2,731
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2,614
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Resident services
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857
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879
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Total revenues
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220,409
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192,938
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Operating expenses:
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Owned properties
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88,060
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74,957
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On-campus participating properties
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3,425
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3,265
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Third-party development and management services
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4,198
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4,083
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General and administrative
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6,699
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6,734
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Depreciation and amortization
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64,779
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52,323
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Ground/facility leases
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2,842
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2,357
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Total operating expenses
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170,003
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143,719
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Operating income
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50,406
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49,219
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Nonoperating income and (expenses):
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Interest income
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1,223
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1,232
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Interest expense
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(23,684
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)
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(14,717
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)
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Amortization of deferred financing costs
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(1,414
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)
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(1,028
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)
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Total nonoperating expense
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(23,875
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)
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(14,513
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)
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Income before income taxes
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26,531
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34,706
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Income tax provision
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(281
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)
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(257
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)
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Net income
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26,250
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34,449
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Net income attributable to noncontrolling interests
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(323
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)
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(399
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)
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Net income attributable to ACC, Inc. and Subsidiaries common stockholders
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$
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25,927
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$
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34,050
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Other comprehensive income
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Change in fair value of interest rate swaps and other
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465
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484
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Comprehensive income
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$
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26,392
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$
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34,534
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Net income per share attributable to ACC, Inc. and Subsidiaries common stockholders
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Basic
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$
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0.19
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$
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0.25
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Diluted
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$
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0.18
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$
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0.25
|
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|
||||
Weighted-average common shares outstanding
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Basic
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136,525,557
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133,052,444
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Diluted
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137,499,963
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133,986,322
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|
||||
Distributions declared per common share
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$
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0.44
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$
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0.42
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Common
Shares
|
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Par Value of
Common
Shares
|
|
Additional Paid
in Capital
|
|
Common Shares Held in Rabbi Trust
|
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Common Shares Held in Rabbi Trust at Cost
|
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Accumulated
Earnings and
Dividends
|
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Accumulated
Other
Comprehensive
Loss
|
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Noncontrolling
Interests –
Partially Owned
Properties
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Total
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||||||||||||||||
Equity, December 31, 2017
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136,362,728
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$
|
1,364
|
|
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$
|
4,326,910
|
|
|
63,778
|
|
|
$
|
(2,944
|
)
|
|
$
|
(837,644
|
)
|
|
$
|
(2,701
|
)
|
|
$
|
13,973
|
|
|
$
|
3,498,958
|
|
Adjustments to reflect redeemable noncontrolling interests at fair value
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|||||||
Amortization of restricted stock awards and vesting of restricted stock units
|
|
3,040
|
|
|
—
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,443
|
|
|||||||
Vesting of restricted stock awards
|
|
165,263
|
|
|
1
|
|
|
(2,758
|
)
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
|||||||
Distributions to common and restricted stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,564
|
)
|
|
—
|
|
|
—
|
|
|
(60,564
|
)
|
|||||||
Distributions to noncontrolling interests - partially owned properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|||||||
Conversion of common and preferred operating partnership units to common stock
|
|
68,448
|
|
|
1
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|||||||
Change in fair value of interest rate swaps and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
465
|
|
|||||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,515
|
|
|
9,515
|
|
|||||||
Withdrawals from deferred compensation plan, net of deposits
|
|
1,160
|
|
|
—
|
|
|
(127
|
)
|
|
(1,160
|
)
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,927
|
|
|
—
|
|
|
113
|
|
|
26,040
|
|
|||||||
Equity, March 31, 2018
|
|
136,600,639
|
|
|
$
|
1,366
|
|
|
$
|
4,332,471
|
|
|
62,618
|
|
|
$
|
(2,817
|
)
|
|
$
|
(872,281
|
)
|
|
$
|
(2,236
|
)
|
|
$
|
23,554
|
|
|
$
|
3,480,057
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
26,250
|
|
|
$
|
34,449
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
64,779
|
|
|
52,323
|
|
||
Amortization of deferred financing costs and debt premiums/discounts
|
|
(16
|
)
|
|
(901
|
)
|
||
Share-based compensation
|
|
3,443
|
|
|
4,256
|
|
||
Income tax provision
|
|
281
|
|
|
257
|
|
||
Amortization of interest rate swap terminations and other
|
|
102
|
|
|
102
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Student contracts receivable, net
|
|
(556
|
)
|
|
647
|
|
||
Other assets
|
|
2,100
|
|
|
(2,535
|
)
|
||
Accounts payable and accrued expenses
|
|
(1,088
|
)
|
|
(28,365
|
)
|
||
Other liabilities
|
|
12,845
|
|
|
5,731
|
|
||
Net cash provided by operating activities
|
|
108,140
|
|
|
65,964
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
|
||
Cash paid for land acquisitions
|
|
—
|
|
|
(12,225
|
)
|
||
Capital expenditures for owned properties
|
|
(11,338
|
)
|
|
(12,602
|
)
|
||
Investments in owned properties under development
|
|
(122,912
|
)
|
|
(116,052
|
)
|
||
Capital expenditures for on-campus participating properties
|
|
(1,146
|
)
|
|
(209
|
)
|
||
Purchase of corporate furniture, fixtures and equipment
|
|
(1,314
|
)
|
|
(2,480
|
)
|
||
Net cash used in investing activities
|
|
(136,710
|
)
|
|
(143,568
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
|
||
Proceeds from sale of common stock
|
|
—
|
|
|
63,453
|
|
||
Offering costs
|
|
—
|
|
|
(795
|
)
|
||
Pay-off of mortgage and construction loans
|
|
(10,375
|
)
|
|
—
|
|
||
Proceeds from revolving credit facility
|
|
234,900
|
|
|
191,800
|
|
||
Paydowns of revolving credit facility
|
|
(144,500
|
)
|
|
(105,100
|
)
|
||
Proceeds from construction loans
|
|
32,966
|
|
|
—
|
|
||
Scheduled principal payments on debt
|
|
(2,248
|
)
|
|
(2,567
|
)
|
||
Debt issuance and assumption costs
|
|
—
|
|
|
(4,582
|
)
|
||
Contributions by noncontrolling interests
|
|
854
|
|
|
8,158
|
|
||
Taxes paid on net-share settlements
|
|
(2,757
|
)
|
|
(4,283
|
)
|
||
Distributions to common and restricted stockholders
|
|
(60,564
|
)
|
|
(56,423
|
)
|
||
Distributions to noncontrolling interests
|
|
(491
|
)
|
|
(498
|
)
|
||
Net cash provided by financing activities
|
|
47,785
|
|
|
89,163
|
|
||
|
|
|
|
|
||||
Net change in cash, cash equivalents, and restricted cash
|
|
19,215
|
|
|
11,559
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
64,772
|
|
|
46,957
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
83,987
|
|
|
$
|
58,516
|
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
55,502
|
|
|
$
|
34,130
|
|
Restricted cash
|
|
28,485
|
|
|
24,386
|
|
||
Total cash, cash equivalents, and restricted cash at end of period
|
|
$
|
83,987
|
|
|
$
|
58,516
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
|
||
Conversion of common and preferred operating partnership units to common stock
|
|
$
|
478
|
|
|
$
|
—
|
|
Non-cash contribution from noncontrolling interest
|
|
$
|
8,729
|
|
|
$
|
3,000
|
|
Non-cash consideration exchanged in purchase of land parcel
|
|
$
|
—
|
|
|
$
|
(2,014
|
)
|
Change in accrued construction in progress
|
|
$
|
12,118
|
|
|
$
|
10,170
|
|
Change in fair value of derivative instruments, net
|
|
$
|
363
|
|
|
$
|
382
|
|
Change in fair value of redeemable noncontrolling interests
|
|
$
|
4,526
|
|
|
$
|
2,243
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Cash paid for interest, net of amounts capitalized
|
|
$
|
17,911
|
|
|
$
|
14,443
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
|
|
|
|
|
||||
Investments in real estate:
|
|
|
|
|
||||
Owned properties, net
|
|
$
|
6,543,564
|
|
|
$
|
6,450,364
|
|
On-campus participating properties, net
|
|
81,008
|
|
|
81,804
|
|
||
Investments in real estate, net
|
|
6,624,572
|
|
|
6,532,168
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
55,502
|
|
|
41,182
|
|
||
Restricted cash
|
|
28,485
|
|
|
23,590
|
|
||
Student contracts receivable, net
|
|
9,726
|
|
|
9,170
|
|
||
Other assets
|
|
288,667
|
|
|
291,260
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
7,006,952
|
|
|
$
|
6,897,370
|
|
|
|
|
|
|
||||
Liabilities and capital
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||
Secured mortgage, construction and bond debt, net
|
|
$
|
682,295
|
|
|
$
|
664,020
|
|
Unsecured notes, net
|
|
1,586,501
|
|
|
1,585,855
|
|
||
Unsecured term loans, net
|
|
647,414
|
|
|
647,044
|
|
||
Unsecured revolving credit facility
|
|
218,000
|
|
|
127,600
|
|
||
Accounts payable and accrued expenses
|
|
52,932
|
|
|
53,741
|
|
||
Other liabilities
|
|
212,754
|
|
|
187,983
|
|
||
Total liabilities
|
|
3,399,896
|
|
|
3,266,243
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable limited partners
|
|
126,999
|
|
|
132,169
|
|
||
|
|
|
|
|
||||
Capital:
|
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
|
|
|
||
General partner - 12,222 OP units outstanding at both March 31, 2018 and December 31, 2017
|
|
64
|
|
|
67
|
|
||
Limited partner - 136,651,035 and 136,414,284 OP units outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
3,458,675
|
|
|
3,487,619
|
|
||
Accumulated other comprehensive loss
|
|
(2,236
|
)
|
|
(2,701
|
)
|
||
Total partners’ capital
|
|
3,456,503
|
|
|
3,484,985
|
|
||
Noncontrolling interests - partially owned properties
|
|
23,554
|
|
|
13,973
|
|
||
Total capital
|
|
3,480,057
|
|
|
3,498,958
|
|
||
|
|
|
|
|
||||
Total liabilities and capital
|
|
$
|
7,006,952
|
|
|
$
|
6,897,370
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Owned properties
|
|
$
|
205,532
|
|
|
$
|
178,831
|
|
On-campus participating properties
|
|
10,443
|
|
|
10,158
|
|
||
Third-party development services
|
|
846
|
|
|
456
|
|
||
Third-party management services
|
|
2,731
|
|
|
2,614
|
|
||
Resident services
|
|
857
|
|
|
879
|
|
||
Total revenues
|
|
220,409
|
|
|
192,938
|
|
||
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
||
Owned properties
|
|
88,060
|
|
|
74,957
|
|
||
On-campus participating properties
|
|
3,425
|
|
|
3,265
|
|
||
Third-party development and management services
|
|
4,198
|
|
|
4,083
|
|
||
General and administrative
|
|
6,699
|
|
|
6,734
|
|
||
Depreciation and amortization
|
|
64,779
|
|
|
52,323
|
|
||
Ground/facility leases
|
|
2,842
|
|
|
2,357
|
|
||
Total operating expenses
|
|
170,003
|
|
|
143,719
|
|
||
|
|
|
|
|
||||
Operating income
|
|
50,406
|
|
|
49,219
|
|
||
|
|
|
|
|
||||
Nonoperating income and (expenses):
|
|
|
|
|
|
|
||
Interest income
|
|
1,223
|
|
|
1,232
|
|
||
Interest expense
|
|
(23,684
|
)
|
|
(14,717
|
)
|
||
Amortization of deferred financing costs
|
|
(1,414
|
)
|
|
(1,028
|
)
|
||
Total nonoperating expense
|
|
(23,875
|
)
|
|
(14,513
|
)
|
||
Income before income taxes
|
|
26,531
|
|
|
34,706
|
|
||
Income tax provision
|
|
(281
|
)
|
|
(257
|
)
|
||
Net income
|
|
26,250
|
|
|
34,449
|
|
||
Net income attributable to noncontrolling interests – partially owned properties
|
|
(114
|
)
|
|
(105
|
)
|
||
Net income attributable to American Campus Communities Operating Partnership, L.P.
|
|
26,136
|
|
|
34,344
|
|
||
Series A preferred unit distributions
|
|
(31
|
)
|
|
(31
|
)
|
||
Net income attributable to common unitholders
|
|
$
|
26,105
|
|
|
$
|
34,313
|
|
|
|
|
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
||
Change in fair value of interest rate swaps and other
|
|
465
|
|
|
484
|
|
||
Comprehensive income
|
|
$
|
26,570
|
|
|
$
|
34,797
|
|
|
|
|
|
|
||||
Net income per unit attributable to common unitholders
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Diluted
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
|
|
|
|
||||
Weighted-average common units outstanding
|
|
|
|
|
|
|
||
Basic
|
|
137,482,493
|
|
|
134,081,575
|
|
||
Diluted
|
|
138,456,899
|
|
|
135,015,453
|
|
||
|
|
|
|
|
||||
Distributions declared per Common Unit
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Noncontrolling
|
|
|
||||||||||||
|
|
|
|
|
|
Other
|
|
Interests -
|
|
|
|
|||||||||||||||
|
|
General Partner
|
|
Limited Partner
|
|
Comprehensive
|
|
Partially Owned
|
|
|
|
|||||||||||||||
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Loss
|
|
Properties
|
|
Total
|
||||||||||||
Capital, December 31, 2017
|
|
12,222
|
|
|
$
|
67
|
|
|
136,414,284
|
|
|
$
|
3,487,619
|
|
|
$
|
(2,701
|
)
|
|
$
|
13,973
|
|
|
$
|
3,498,958
|
|
Adjustments to reflect redeemable limited partners’ interest at fair value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|||||
Amortization of restricted stock awards and vesting of restricted stock units
|
|
—
|
|
|
—
|
|
|
3,040
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
3,443
|
|
|||||
Vesting of restricted stock awards
|
|
—
|
|
|
—
|
|
|
165,263
|
|
|
(2,757
|
)
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
|||||
Distributions
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(60,559
|
)
|
|
—
|
|
|
—
|
|
|
(60,564
|
)
|
|||||
Distributions to noncontrolling interests - partially owned properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|||||
Conversion of common and preferred operating partnership units to common stock
|
|
—
|
|
|
—
|
|
|
68,448
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|||||
Change in fair value of interest rate swaps and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
465
|
|
|||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,515
|
|
|
9,515
|
|
|||||
Net income
|
|
—
|
|
|
2
|
|
|
—
|
|
|
25,925
|
|
|
—
|
|
|
113
|
|
|
26,040
|
|
|||||
Capital, March 31, 2018
|
|
12,222
|
|
|
$
|
64
|
|
|
136,651,035
|
|
|
$
|
3,458,675
|
|
|
$
|
(2,236
|
)
|
|
$
|
23,554
|
|
|
$
|
3,480,057
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
26,250
|
|
|
$
|
34,449
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
64,779
|
|
|
52,323
|
|
||
Amortization of deferred financing costs and debt premiums/discounts
|
|
(16
|
)
|
|
(901
|
)
|
||
Share-based compensation
|
|
3,443
|
|
|
4,256
|
|
||
Income tax provision
|
|
281
|
|
|
257
|
|
||
Amortization of interest rate swap terminations and other
|
|
102
|
|
|
102
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Student contracts receivable, net
|
|
(556
|
)
|
|
647
|
|
||
Other assets
|
|
2,100
|
|
|
(2,535
|
)
|
||
Accounts payable and accrued expenses
|
|
(1,088
|
)
|
|
(28,365
|
)
|
||
Other liabilities
|
|
12,845
|
|
|
5,731
|
|
||
Net cash provided by operating activities
|
|
108,140
|
|
|
65,964
|
|
||
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
|
||
Cash paid for land acquisitions
|
|
—
|
|
|
(12,225
|
)
|
||
Capital expenditures for owned properties
|
|
(11,338
|
)
|
|
(12,602
|
)
|
||
Investments in owned properties under development
|
|
(122,912
|
)
|
|
(116,052
|
)
|
||
Capital expenditures for on-campus participating properties
|
|
(1,146
|
)
|
|
(209
|
)
|
||
Purchase of corporate furniture, fixtures and equipment
|
|
(1,314
|
)
|
|
(2,480
|
)
|
||
Net cash used in investing activities
|
|
(136,710
|
)
|
|
(143,568
|
)
|
||
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
|
||
Proceeds from issuance of common units in exchange for contributions, net
|
|
—
|
|
|
62,658
|
|
||
Pay-off of mortgage and construction loans
|
|
(10,375
|
)
|
|
—
|
|
||
Proceeds from revolving credit facility
|
|
234,900
|
|
|
191,800
|
|
||
Paydowns of revolving credit facility
|
|
(144,500
|
)
|
|
(105,100
|
)
|
||
Proceeds from construction loans
|
|
32,966
|
|
|
—
|
|
||
Scheduled principal payments on debt
|
|
(2,248
|
)
|
|
(2,567
|
)
|
||
Debt issuance and assumption costs
|
|
—
|
|
|
(4,582
|
)
|
||
Contributions by noncontrolling interests
|
|
854
|
|
|
8,158
|
|
||
Taxes paid on net-share settlements
|
|
(2,757
|
)
|
|
(4,283
|
)
|
||
Distributions paid to common and preferred unitholders
|
|
(60,502
|
)
|
|
(56,419
|
)
|
||
Distributions paid on unvested restricted stock awards
|
|
(506
|
)
|
|
(468
|
)
|
||
Distributions paid to noncontrolling interests - partially owned properties
|
|
(47
|
)
|
|
(34
|
)
|
||
Net cash provided by financing activities
|
|
47,785
|
|
|
89,163
|
|
||
|
|
|
|
|
||||
Net change in cash, cash equivalents, and restricted cash
|
|
19,215
|
|
|
11,559
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
64,772
|
|
|
46,957
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
83,987
|
|
|
$
|
58,516
|
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
55,502
|
|
|
$
|
34,130
|
|
Restricted cash
|
|
28,485
|
|
|
24,386
|
|
||
Total cash, cash equivalents, and restricted cash at end of period
|
|
$
|
83,987
|
|
|
$
|
58,516
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
|
||
Conversion of common and preferred operating partnership units to common stock
|
|
$
|
478
|
|
|
$
|
—
|
|
Non-cash contribution from noncontrolling interest
|
|
$
|
8,729
|
|
|
$
|
3,000
|
|
Non-cash consideration exchanged in purchase of land parcel
|
|
$
|
—
|
|
|
$
|
(2,014
|
)
|
Change in accrued construction in progress
|
|
$
|
12,118
|
|
|
$
|
10,170
|
|
Change in fair value of derivative instruments, net
|
|
$
|
363
|
|
|
$
|
382
|
|
Change in fair value of redeemable noncontrolling interests
|
|
$
|
4,526
|
|
|
$
|
2,243
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Cash paid for interest, net of amounts capitalized
|
|
$
|
17,911
|
|
|
$
|
14,443
|
|
Accounting Standards Update
|
|
Effective Date
|
|
|
|
ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”
|
|
January 1, 2019
|
ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”
|
|
January 1, 2019
|
ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
|
|
January 1, 2020
|
•
|
ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”
|
•
|
ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.”
|
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
|
•
|
Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or
|
•
|
The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).
|
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 March 31,
|
||||
|
|
2018
|
|
2017
|
||
Common OP Units (Note 8)
|
|
956,936
|
|
|
1,029,131
|
|
Preferred OP Units (Note 8)
|
|
77,513
|
|
|
77,513
|
|
Total potentially dilutive securities
|
|
1,034,449
|
|
|
1,106,644
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator – basic and diluted earnings per share:
|
|
|
|
|
||||
Net income
|
|
$
|
26,250
|
|
|
$
|
34,449
|
|
Net income attributable to noncontrolling interests
|
|
(323
|
)
|
|
(399
|
)
|
||
Net income attributable to common stockholders
|
|
25,927
|
|
|
34,050
|
|
||
Amount allocated to participating securities
|
|
(506
|
)
|
|
(468
|
)
|
||
Net income attributable to common stockholders
|
|
$
|
25,421
|
|
|
$
|
33,582
|
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
|
|
||
Basic weighted average common shares outstanding
|
|
136,525,557
|
|
|
133,052,444
|
|
||
Unvested restricted stock awards (Note 9)
|
|
974,406
|
|
|
933,878
|
|
||
Diluted weighted average common shares outstanding
|
|
137,499,963
|
|
|
133,986,322
|
|
||
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
||||
Net income attributable to common stockholders - basic
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Net income attributable to common stockholders - diluted
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator – basic and diluted earnings per unit:
|
|
|
|
|
||||
Net income
|
|
$
|
26,250
|
|
|
$
|
34,449
|
|
Net loss attributable to noncontrolling interests – partially owned properties
|
|
(114
|
)
|
|
(105
|
)
|
||
Series A preferred unit distributions
|
|
(31
|
)
|
|
(31
|
)
|
||
Amount allocated to participating securities
|
|
(506
|
)
|
|
(468
|
)
|
||
Net income attributable to common unitholders
|
|
$
|
25,599
|
|
|
$
|
33,845
|
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
|
|
||
Basic weighted average common units outstanding
|
|
137,482,493
|
|
|
134,081,575
|
|
||
Unvested restricted stock awards (Note 9)
|
|
974,406
|
|
|
933,878
|
|
||
Diluted weighted average common units outstanding
|
|
138,456,899
|
|
|
135,015,453
|
|
Earnings per unit:
|
|
|
|
|
||||
Net income attributable to common unitholders - basic
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Net income attributable to common unitholders - diluted
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
Property
|
|
Location
|
|
Primary University Served
|
|
Project Type
|
|
Beds
|
|
Scheduled Completion
|
Stadium Centre Phase IV
|
|
Tallahassee, FL
|
|
Florida State University
|
|
Off-campus
|
|
340
|
|
August 2019
|
959 Franklin
(1)
|
|
Eugene, OR
|
|
University of Oregon
|
|
Off-campus
|
|
443
|
|
September 2019
|
|
|
|
|
|
|
|
|
783
|
|
|
(1)
|
As part of the presale agreement, the Company provided
$15.6 million
of mezzanine financing to the project.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Wholly-owned
|
|
VIE
|
|
Total
|
|
Wholly-owned
|
|
VIE
|
|
Total
|
||||||||||||
Land
(1)
|
|
$
|
586,170
|
|
|
$
|
65,687
|
|
|
$
|
651,857
|
|
|
$
|
586,170
|
|
|
$
|
60,821
|
|
|
$
|
646,991
|
|
Buildings and improvements
|
|
5,795,147
|
|
|
307,363
|
|
|
6,102,510
|
|
|
5,789,439
|
|
|
307,088
|
|
|
6,096,527
|
|
||||||
Furniture, fixtures and equipment
|
|
332,105
|
|
|
18,250
|
|
|
350,355
|
|
|
330,669
|
|
|
18,159
|
|
|
348,828
|
|
||||||
Construction in progress
|
|
387,529
|
|
|
145,647
|
|
|
533,176
|
|
|
293,542
|
|
|
99,503
|
|
|
393,045
|
|
||||||
|
|
7,100,951
|
|
|
536,947
|
|
|
7,637,898
|
|
|
6,999,820
|
|
|
485,571
|
|
|
7,485,391
|
|
||||||
Less accumulated depreciation
|
|
(1,044,786
|
)
|
|
(49,548
|
)
|
|
(1,094,334
|
)
|
|
(988,044
|
)
|
|
(46,983
|
)
|
|
(1,035,027
|
)
|
||||||
Owned properties, net
|
|
$
|
6,056,165
|
|
|
$
|
487,399
|
|
|
$
|
6,543,564
|
|
|
$
|
6,011,776
|
|
|
$
|
438,588
|
|
|
$
|
6,450,364
|
|
(1)
|
The land balance above includes undeveloped land parcels with book values of approximately
$38.0 million
as of
March 31, 2018
and
December 31, 2017
. It also includes land totaling approximately
$34.7 million
and
$29.9 million
as of
March 31, 2018
and
December 31, 2017
, respectively, related to properties under development.
|
(1)
|
Consists of
three
phases placed in service between 1996 and 1998.
|
(2)
|
Consists of
two
phases placed in service in 2000 and 2003.
|
(3)
|
Consists of
two
phases placed in service in 2001 and 2005.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
||||
Debt secured by owned properties:
|
|
|
|
|
|
||||
Mortgage loans payable:
|
|
|
|
|
|
||||
Unpaid principal balance
|
|
$
|
484,425
|
|
|
$
|
496,557
|
|
|
Unamortized deferred financing costs
|
|
(1,957
|
)
|
|
(2,144
|
)
|
|
||
Unamortized debt premiums
|
|
17,484
|
|
|
19,006
|
|
|
||
|
|
499,952
|
|
|
513,419
|
|
|
||
Construction loans payable
(1)
|
|
84,746
|
|
|
51,780
|
|
|
||
Unamortized deferred financing costs
|
|
(1,650
|
)
|
|
(888
|
)
|
|
||
|
|
583,048
|
|
|
564,311
|
|
|
||
Debt secured by on-campus participating properties:
|
|
|
|
|
|
|
|
||
Mortgage loans payable
(2)
|
|
69,285
|
|
|
69,776
|
|
|
||
Bonds payable
|
|
30,575
|
|
|
30,575
|
|
|
||
Unamortized deferred financing costs
|
|
(613
|
)
|
|
(642
|
)
|
|
||
|
|
99,247
|
|
|
99,709
|
|
|
||
Total secured mortgage, construction and bond debt
|
|
682,295
|
|
|
664,020
|
|
|
||
Unsecured notes, net of unamortized OID and deferred financing costs
(3)
|
|
1,586,501
|
|
|
1,585,855
|
|
|
||
Unsecured term loans, net of unamortized deferred financing costs
(4)
|
|
647,414
|
|
|
647,044
|
|
|
||
Unsecured revolving credit facility
|
|
218,000
|
|
|
127,600
|
|
|
||
Total debt, net
|
|
$
|
3,134,210
|
|
|
$
|
3,024,519
|
|
|
(1)
|
Construction loans payable relates to construction loans partially financing the development of
six
presale development projects. These properties are owned by entities determined to be VIEs for which the Company is the primary beneficiary. The creditors of these construction loans do not have recourse to the assets of the Company.
|
(2)
|
Mortgage loans payable related to on-campus participating properties do not have recourse to the assets of the Company.
|
(3)
|
Includes net unamortized original issue discount (“OID”) of
$1.9 million
at
March 31, 2018
and
December 31, 2017
, and net unamortized deferred financing costs of
$11.6 million
and
$12.2 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
(4)
|
Includes net unamortized deferred financing costs of
$2.6 million
and
$3.0 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
Date Issued
|
|
Amount
|
|
% of Par Value
|
|
Coupon
|
|
Yield
|
|
Original Issue Discount
|
|
Term (Years)
|
||||||
April 2013
|
|
$
|
400,000
|
|
|
99.659
|
|
3.750
|
%
|
|
3.791
|
%
|
|
$
|
1,364
|
|
|
10
|
June 2014
|
|
400,000
|
|
|
99.861
|
|
4.125
|
%
|
|
4.269
|
%
|
(1)
|
556
|
|
|
10
|
||
September 2015
|
|
400,000
|
|
|
99.811
|
|
3.350
|
%
|
|
3.391
|
%
|
|
756
|
|
|
5
|
||
October 2017
|
|
400,000
|
|
|
99.912
|
|
3.625
|
%
|
|
3.635
|
%
|
|
352
|
|
|
10
|
||
|
|
$
|
1,600,000
|
|
|
|
|
|
|
|
|
$
|
3,028
|
|
|
|
(1)
|
The yield includes the effect of the amortization of interest rate swap terminations (see
Note 10
).
|
|
Three Months Ended
March 31, 2017 |
|||
Total net proceeds
|
|
$
|
62,658
|
|
Commissions paid to sales agents
|
|
$
|
795
|
|
Weighted average price per share
|
|
$
|
49.70
|
|
Shares of common stock sold
|
|
1,276,721
|
|
Balance, December 31, 2017
|
$
|
132,169
|
|
Net income
|
210
|
|
|
Distributions, net of contributions
|
(376
|
)
|
|
Conversion of OP Units into shares of ACC common stock
|
(478
|
)
|
|
Adjustments to reflect OP Units at fair value
|
(4,526
|
)
|
|
Balance, March 31, 2018
|
$
|
126,999
|
|
|
Number of RSUs
|
|
Outstanding at December 31, 2017
|
—
|
|
Granted
|
3,040
|
|
Settled in common shares
|
(3,040
|
)
|
Settled in cash
|
—
|
|
Outstanding at March 31, 2018
|
—
|
|
|
Number of RSAs
|
|
Nonvested balance at December 31, 2017
|
810,870
|
|
Granted
|
352,404
|
|
Vested
(1)
|
(240,845
|
)
|
Forfeited
|
(14,117
|
)
|
Nonvested balance at March 31, 2018
|
908,312
|
|
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
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
|
||||||||||||||||
Mezzanine:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership)
|
|
$
|
—
|
|
|
$
|
39,263
|
|
|
$
|
87,736
|
|
|
$
|
126,999
|
|
|
$
|
—
|
|
|
$
|
44,503
|
|
|
$
|
87,666
|
|
|
$
|
132,169
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
||||||||||||
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans receivable
|
|
$
|
54,140
|
|
|
$
|
58,767
|
|
|
|
$
|
54,140
|
|
|
$
|
57,948
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured notes
|
|
$
|
1,572,754
|
|
|
$
|
1,586,501
|
|
(1)
|
|
$
|
1,620,839
|
|
|
$
|
1,585,855
|
|
(1)
|
Mortgage loans payable
|
|
$
|
553,515
|
|
|
$
|
568,977
|
|
(2)
|
|
$
|
571,676
|
|
|
$
|
582,927
|
|
(2)
|
Bonds payable
|
|
$
|
32,716
|
|
|
$
|
30,222
|
|
|
|
$
|
32,552
|
|
|
$
|
30,201
|
|
|
(1)
|
Includes net unamortized OID and net unamortized deferred financing costs (see
Note 6
).
|
(2)
|
Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see
Note 6
).
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Owned Properties
|
|
|
|
|
||||
Rental revenues and other income
|
|
$
|
206,389
|
|
|
$
|
179,710
|
|
Interest income
|
|
381
|
|
|
391
|
|
||
Total revenues from external customers
|
|
206,770
|
|
|
180,101
|
|
||
Operating expenses before depreciation, amortization, and ground/facility lease expense
|
|
(88,060
|
)
|
|
(74,957
|
)
|
||
Ground/facility lease expense
|
|
(2,047
|
)
|
|
(1,600
|
)
|
||
Interest expense, net
(1)
|
|
(1,629
|
)
|
|
(318
|
)
|
||
Operating income before depreciation and amortization
|
|
$
|
115,034
|
|
|
$
|
103,226
|
|
Depreciation and amortization
|
|
$
|
61,808
|
|
|
$
|
49,657
|
|
Capital expenditures
|
|
$
|
134,250
|
|
|
$
|
128,654
|
|
Total segment assets at March 31,
|
|
$
|
6,797,472
|
|
|
$
|
5,777,544
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
On-Campus Participating Properties
|
|
|
|
|
|
|
||
Rental revenues and other income
|
|
$
|
10,443
|
|
|
$
|
10,158
|
|
Interest income
|
|
21
|
|
|
8
|
|
||
Total revenues from external customers
|
|
10,464
|
|
|
10,166
|
|
||
Operating expenses before depreciation, amortization, and ground/facility lease expense
|
|
(3,425
|
)
|
|
(3,265
|
)
|
||
Ground/facility lease expense
|
|
(795
|
)
|
|
(757
|
)
|
||
Interest expense
|
|
(1,253
|
)
|
|
(1,333
|
)
|
||
Operating income before depreciation and amortization
|
|
$
|
4,991
|
|
|
$
|
4,811
|
|
Depreciation and amortization
|
|
$
|
1,942
|
|
|
$
|
1,860
|
|
Capital expenditures
|
|
$
|
1,146
|
|
|
$
|
209
|
|
Total segment assets at March 31,
|
|
$
|
101,493
|
|
|
$
|
104,334
|
|
|
|
|
|
|
||||
Development Services
|
|
|
|
|
|
|
||
Development and construction management fees
|
|
$
|
846
|
|
|
$
|
456
|
|
Operating expenses
|
|
(2,205
|
)
|
|
(1,928
|
)
|
||
Operating loss before depreciation and amortization
|
|
$
|
(1,359
|
)
|
|
$
|
(1,472
|
)
|
Total segment assets at March 31,
|
|
$
|
5,144
|
|
|
$
|
2,134
|
|
|
|
|
|
|
||||
Property Management Services
|
|
|
|
|
|
|
||
Property management fees from external customers
|
|
$
|
2,731
|
|
|
$
|
2,614
|
|
Operating expenses
|
|
(1,993
|
)
|
|
(2,155
|
)
|
||
Operating income before depreciation and amortization
|
|
$
|
738
|
|
|
$
|
459
|
|
Total segment assets at March 31,
|
|
$
|
7,345
|
|
|
$
|
8,903
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Reconciliations
|
|
|
|
|
|
|
||
Total segment revenues and other income
|
|
$
|
220,811
|
|
|
$
|
193,337
|
|
Unallocated interest income earned on investments and corporate cash
|
|
821
|
|
|
833
|
|
||
Total consolidated revenues, including interest income
|
|
$
|
221,632
|
|
|
$
|
194,170
|
|
|
|
|
|
|
||||
Segment operating income before depreciation and amortization
|
|
$
|
119,404
|
|
|
$
|
107,024
|
|
Depreciation and amortization
|
|
(66,193
|
)
|
|
(53,351
|
)
|
||
Net unallocated expenses relating to corporate interest and overhead
|
|
(26,680
|
)
|
|
(18,967
|
)
|
||
Income tax provision
|
|
(281
|
)
|
|
(257
|
)
|
||
Net income
|
|
$
|
26,250
|
|
|
$
|
34,449
|
|
|
|
|
|
|
||||
Total segment assets
|
|
$
|
6,911,454
|
|
|
$
|
5,892,915
|
|
Unallocated corporate assets
|
|
95,498
|
|
|
95,051
|
|
||
Total assets at March 31,
|
|
$
|
7,006,952
|
|
|
$
|
5,987,966
|
|
|
|
|
|
|
(1)
|
Net of capitalized interest and amortization of debt premiums.
|
Property portfolio:
|
|
Properties
|
|
Beds
|
||
Owned operating properties:
|
|
|
|
|
||
Off-campus properties
|
|
126
|
|
|
70,754
|
|
On-campus ACE
(1)
|
|
25
|
|
|
18,847
|
|
Subtotal – operating properties
|
|
151
|
|
|
89,601
|
|
|
|
|
|
|
||
Owned properties under development:
|
|
|
|
|
|
|
Off-campus properties
|
|
8
|
|
|
3,718
|
|
On-campus ACE
|
|
7
|
|
|
6,427
|
|
Subtotal – properties under development
|
|
15
|
|
|
10,145
|
|
|
|
|
|
|
||
Total owned properties
|
|
166
|
|
|
99,746
|
|
|
|
|
|
|
||
On-campus participating properties
|
|
5
|
|
|
5,086
|
|
|
|
|
|
|
||
Total owned property portfolio
|
|
171
|
|
|
104,832
|
|
|
|
|
|
|
||
Managed properties
|
|
36
|
|
|
29,532
|
|
Total property portfolio
|
|
207
|
|
|
134,364
|
|
|
|
|
|
|
(1)
|
Includes three properties at Prairie View A&M University that we ultimately expect to be refinanced under the existing on-campus participating structure.
|
Project |
|
Location |
|
Primary University Served |
|
Project Type
|
|
Beds
|
|
Estimated Project Cost
|
|
Total Costs Incurred
|
|
Scheduled Occupancy
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gladding Residence Center
|
|
Richmond, VA
|
|
Virginia Commonwealth University
|
|
ACE
|
|
1,524
|
|
$
|
95,700
|
|
|
$
|
86,289
|
|
|
August 2018
|
Irvington House
|
|
Indianapolis, IN
|
|
Butler University
|
|
ACE
|
|
648
|
|
38,900
|
|
|
28,172
|
|
|
August 2018
|
||
Greek Leadership Village
|
|
Tempe, AZ
|
|
Arizona State University
|
|
ACE
|
|
957
|
|
69,600
|
|
|
46,336
|
|
|
August 2018
|
||
David Blackwell Hall
|
|
Berkeley, CA
|
|
University of California, Berkeley
|
|
ACE
|
|
781
|
|
98,700
|
|
|
75,284
|
|
|
August 2018
|
||
NAU Honors College
|
|
Flagstaff, AZ
|
|
Northern Arizona University
|
|
ACE
|
|
636
|
|
43,400
|
|
|
34,408
|
|
|
August 2018
|
||
U Club Townhomes
|
|
Oxford, MS
|
|
University of Mississippi
|
|
Off-campus
|
|
528
|
|
44,300
|
|
|
34,854
|
|
|
August 2018
|
||
SUBTOTAL – 2018 DELIVERIES
|
|
5,074
|
|
$
|
390,600
|
|
|
$
|
305,343
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
191 College
|
|
Auburn, AL
|
|
Auburn University
|
|
Off-campus
|
|
495
|
|
$
|
59,300
|
|
|
$
|
18,327
|
|
|
July 2019
|
Columbus Avenue Student Apts.
|
|
Boston, MA
|
|
Northeastern University
|
|
ACE
|
|
825
|
|
153,400
|
|
|
61,713
|
|
|
August 2019
|
||
University of Arizona Honors College
|
|
Tucson, AZ
|
|
University of Arizona
|
|
ACE
|
|
1,056
|
|
84,700
|
|
|
15,925
|
|
|
August 2019
|
||
SUBTOTAL – 2019 DELIVERIES
|
|
2,376
|
|
$
|
297,400
|
|
|
$
|
95,965
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
TOTAL – ALL PROJECTS
|
|
7,450
|
|
$
|
688,000
|
|
|
$
|
401,308
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
As part of the presale agreement, the Company provided
$15.6 million
of mezzanine financing to the project.
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
|
|
2018
|
|
2017
|
|
Change ($)
|
|
Change (%)
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Owned properties
|
|
$
|
205,532
|
|
|
$
|
178,831
|
|
|
$
|
26,701
|
|
|
14.9
|
%
|
On-campus participating properties
|
|
10,443
|
|
|
10,158
|
|
|
285
|
|
|
2.8
|
%
|
|||
Third-party development services
|
|
846
|
|
|
456
|
|
|
390
|
|
|
85.5
|
%
|
|||
Third-party management services
|
|
2,731
|
|
|
2,614
|
|
|
117
|
|
|
4.5
|
%
|
|||
Resident services
|
|
857
|
|
|
879
|
|
|
(22
|
)
|
|
(2.5
|
)%
|
|||
Total revenues
|
|
220,409
|
|
|
192,938
|
|
|
27,471
|
|
|
14.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Owned properties
|
|
88,060
|
|
|
74,957
|
|
|
13,103
|
|
|
17.5
|
%
|
|||
On-campus participating properties
|
|
3,425
|
|
|
3,265
|
|
|
160
|
|
|
4.9
|
%
|
|||
Third-party development and management services
|
|
4,198
|
|
|
4,083
|
|
|
115
|
|
|
2.8
|
%
|
|||
General and administrative
|
|
6,699
|
|
|
6,734
|
|
|
(35
|
)
|
|
(0.5
|
)%
|
|||
Depreciation and amortization
|
|
64,779
|
|
|
52,323
|
|
|
12,456
|
|
|
23.8
|
%
|
|||
Ground/facility leases
|
|
2,842
|
|
|
2,357
|
|
|
485
|
|
|
20.6
|
%
|
|||
Total operating expenses
|
|
170,003
|
|
|
143,719
|
|
|
26,284
|
|
|
18.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
50,406
|
|
|
49,219
|
|
|
1,187
|
|
|
2.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Nonoperating income and (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
1,223
|
|
|
1,232
|
|
|
(9
|
)
|
|
(0.7
|
)%
|
|||
Interest expense
|
|
(23,684
|
)
|
|
(14,717
|
)
|
|
(8,967
|
)
|
|
60.9
|
%
|
|||
Amortization of deferred financing costs
|
|
(1,414
|
)
|
|
(1,028
|
)
|
|
(386
|
)
|
|
37.5
|
%
|
|||
Total nonoperating expense
|
|
(23,875
|
)
|
|
(14,513
|
)
|
|
(9,362
|
)
|
|
64.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
|
26,531
|
|
|
34,706
|
|
|
(8,175
|
)
|
|
(23.6
|
)%
|
|||
Income tax provision
|
|
(281
|
)
|
|
(257
|
)
|
|
(24
|
)
|
|
9.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
26,250
|
|
|
34,449
|
|
|
(8,199
|
)
|
|
(23.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
(323
|
)
|
|
(399
|
)
|
|
76
|
|
|
(19.0
|
)%
|
|||
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
|
|
$
|
25,927
|
|
|
$
|
34,050
|
|
|
$
|
(8,123
|
)
|
|
(23.9
|
)%
|
|
|
Same Store Properties
|
|
New Properties
|
|
Sold/Held for Sale Properties
(1)
|
|
Total - All Properties
|
||||||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
(2)
|
|
2017
(3)
|
|
2018
|
|
2017
|
||||||||||||||||
Number of properties
(4)
|
|
133
|
|
|
133
|
|
|
17
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
151
|
|
|
135
|
|
||||||||
Number of beds
(4)
|
|
77,771
|
|
|
77,771
|
|
|
10,970
|
|
|
—
|
|
|
860
|
|
|
1,517
|
|
|
89,601
|
|
|
79,288
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues
(5)
|
|
$
|
181,137
|
|
|
$
|
177,731
|
|
|
$
|
24,503
|
|
|
$
|
87
|
|
|
$
|
749
|
|
|
$
|
1,892
|
|
|
$
|
206,389
|
|
|
$
|
179,710
|
|
Operating expenses
|
|
76,689
|
|
|
73,401
|
|
|
10,804
|
|
|
250
|
|
|
567
|
|
|
1,306
|
|
|
88,060
|
|
|
74,957
|
|
(1)
|
Does not include the allocation of payroll and other administrative costs related to corporate management and oversight.
|
(2)
|
Includes one property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s
$27.4
million mortgage loan that matured in August 2017.
|
(3)
|
Includes one property sold in 2017, and one property that is in the process of being transferred to the lender as discussed above
.
|
(4)
|
Does not include properties under construction or undergoing redevelopment.
|
(5)
|
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.
|
Property
|
|
Location
|
|
Primary University Served
|
|
Beds
|
|
Acquisition/ Opening Date
|
Acquisitions:
|
|
|
|
|
|
|
|
|
The Arlie
|
|
Arlington, TX
|
|
University of Texas at Arlington
|
|
598
|
|
April 2017
|
TWELVE at U District
|
|
Seattle, WA
|
|
University of Washington
|
|
384
|
|
June 2017
|
The 515
|
|
Eugene, OR
|
|
University of Oregon
|
|
513
|
|
August 2017
|
State
|
|
Fort Collins, CO
|
|
Colorado State University
|
|
665
|
|
August 2017
|
The James
(1)
|
|
Madison, WI
|
|
University of Wisconsin - Madison
|
|
850
|
|
September 2017
|
Bridges @ 11th
|
|
Seattle, WA
|
|
University of Washington
|
|
258
|
|
October 2017
|
Hub U District Seattle
(1)
|
|
Seattle, WA
|
|
University of Washington
|
|
248
|
|
November 2017
|
|
|
|
|
SUBTOTAL - Acquisitions
|
|
3,516
|
|
|
Owned Developments:
|
|
|
|
|
|
|
|
|
Tooker House
|
|
Tempe, AZ
|
|
Arizona State University
|
|
1,594
|
|
August 2017
|
Sky View
|
|
Flagstaff, AZ
|
|
Northern Arizona University
|
|
626
|
|
August 2017
|
University Square
|
|
Prairie View, TX
|
|
Prairie View A&M University
|
|
466
|
|
August 2017
|
U Centre on Turner
|
|
Columbia, MO
|
|
University of Missouri
|
|
718
|
|
August 2017
|
U Pointe on Speight
|
|
Waco, TX
|
|
Baylor University
|
|
700
|
|
August 2017
|
21Hundred @ Overton Park
|
|
Lubbock, TX
|
|
Texas Tech University
|
|
1,204
|
|
August 2017
|
Suites at 3rd
|
|
Champaign, IL
|
|
University of Illinois
|
|
251
|
|
August 2017
|
U Club Binghamton Phase II
|
|
Binghamton, NY
|
|
SUNY Binghamton University
|
|
562
|
|
August 2017
|
Callaway House Apartments
|
|
Norman, OK
|
|
University of Oklahoma
|
|
915
|
|
August 2017
|
U Centre on College
|
|
Clemson, SC
|
|
Clemson University
|
|
418
|
|
August 2017
|
|
|
|
|
SUBTOTAL - Owned Developments
|
|
7,454
|
|
|
|
|
|
|
Total - New Properties
|
|
10,970
|
|
|
(1)
|
The James and Hub U District Seattle are properties held by a joint venture formed as part of an agreement to acquire a portfolio of seven student housing properties from affiliates of Core Spaces and DRW Real Estate Investments.
|
|
|
Amount
|
|
% of Total
|
|
Weighted Average Rates
(1)
|
|
Weighted Average Maturities
|
||||
Secured
|
|
$
|
669,031
|
|
|
21.3
|
%
|
|
4.8
|
%
|
|
4.7 Years
|
Unsecured
|
|
2,468,000
|
|
|
78.7
|
%
|
|
3.4
|
%
|
|
4.7 Years
|
|
Total consolidated debt
|
|
$
|
3,137,031
|
|
|
100.0
|
%
|
|
3.7
|
%
|
|
4.7 Years
|
|
|
|
|
|
|
|
|
|
||||
Fixed rate debt
|
|
|
|
|
|
|
|
|
||||
Secured
|
|
|
|
|
|
|
|
|
||||
Project-based taxable bonds
|
|
$
|
30,575
|
|
|
1.0
|
%
|
|
7.6
|
%
|
|
6.5 Years
|
Mortgage
|
|
553,710
|
|
|
17.4
|
%
|
|
4.6
|
%
|
|
5.2 Years
|
|
Unsecured
|
|
|
|
|
|
|
|
|
||||
April 2013 Notes
|
|
400,000
|
|
|
12.8
|
%
|
|
3.8
|
%
|
|
5.0 Years
|
|
June 2014 Notes
|
|
400,000
|
|
|
12.8
|
%
|
|
4.1
|
%
|
|
6.3 Years
|
|
September 2015 Notes
|
|
400,000
|
|
|
12.8
|
%
|
|
3.4
|
%
|
|
2.5 Years
|
|
October 2017 Notes
|
|
400,000
|
|
|
12.8
|
%
|
|
3.6
|
%
|
|
9.6 Years
|
|
Total - fixed rate debt
|
|
2,184,285
|
|
|
69.6
|
%
|
|
4.0
|
%
|
|
5.7 Years
|
|
|
|
|
|
|
|
|
|
|
||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
||||
Secured
|
|
|
|
|
|
|
|
|
||||
Construction
|
|
84,746
|
|
|
2.7
|
%
|
|
4.6
|
%
|
|
.5 Years
|
|
Unsecured
|
|
|
|
|
|
|
|
|
||||
Term loans
|
|
650,000
|
|
|
20.7
|
%
|
|
2.8
|
%
|
|
2.2 Years
|
|
Unsecured revolving credit facility
|
|
218,000
|
|
|
7.0
|
%
|
|
3.0
|
%
|
|
4.0 Years
|
|
Total - variable rate debt
|
|
952,746
|
|
|
30.4
|
%
|
|
3.0
|
%
|
|
2.4 Years
|
|
Total consolidated debt
|
|
$
|
3,137,031
|
|
|
100.0
|
%
|
|
3.7
|
%
|
|
4.7 Years
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents stated interest rate and does not include the effect of the amortization of deferred financing costs, debt premiums and discounts, OIDs, and interest rate swap terminations.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
|
|
$
|
25,927
|
|
|
$
|
34,050
|
|
Noncontrolling interests
|
|
322
|
|
|
399
|
|
||
Real estate related depreciation and amortization
|
|
63,578
|
|
|
51,518
|
|
||
Funds from operations (“FFO”) attributable to
common stockholders and OP unitholders
|
|
89,827
|
|
|
85,967
|
|
||
|
|
|
|
|
||||
Elimination of operations of on-campus participating properties:
|
|
|
|
|
|
|
||
Net income from on-campus participating properties
|
|
(3,369
|
)
|
|
(3,247
|
)
|
||
Amortization of investment in on-campus participating properties
|
|
(1,942
|
)
|
|
(1,860
|
)
|
||
|
|
84,516
|
|
|
80,860
|
|
||
Modifications to reflect operational performance of on-campus participating properties:
|
|
|
|
|
|
|
||
Our share of net cash flow
(1)
|
|
795
|
|
|
757
|
|
||
Management fees
|
|
477
|
|
|
468
|
|
||
Contribution from on-campus participating properties
|
|
1,272
|
|
|
1,225
|
|
||
Contractual executive separation and retirement charges
(2)
|
|
—
|
|
|
1,095
|
|
||
Funds from operations – modified (“FFOM”) attributable to
common stockholders and OP unitholders
|
|
$
|
85,788
|
|
|
$
|
83,180
|
|
|
|
|
|
|
||||
FFO per share – diluted
|
|
$
|
0.65
|
|
|
$
|
0.64
|
|
FFOM per share – diluted
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
Weighted-average common shares outstanding – diluted
|
|
138,534,412
|
|
|
135,092,966
|
|
(1)
|
50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures, which is included in ground/facility leases expense in the accompanying Consolidated Statements of Comprehensive Income.
|
(2)
|
Represents contractual executive separation and retirement charges incurred in the first quarter of 2017 with regard to the retirement of the Company’s former Chief Financial Officer.
|
(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
|
|
|
|
|
American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Dated:
|
May 4, 2018
|
AMERICAN CAMPUS COMMUNITIES, INC.
|
|
|
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
Daniel B. Perry
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
|
|
|
By:
|
/s/ Kim K. Voss
|
|
|
|
Kim K. Voss
Executive Vice President, Chief Accounting Officer, and Assistant Secretary |
Dated:
|
May 4, 2018
|
AMERICAN CAMPUS COMMUNITIES
OPERATING PARTNERSHIP, L.P.
|
||
By:
|
American Campus Communities Holdings,
LLC, its general partner
|
|
|
By:
|
American Campus Communities, Inc.,
its sole member |
|
|
|
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
|
|
Daniel B. Perry
Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
|
|
|
|
By:
|
/s/ Kim K. Voss
|
|
|
|
|
|
Kim K. Voss
Executive Vice President, Chief Accounting Officer,
and Assistant Secretary
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 4, 2018
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
|
|
|
|
|
William C. Bayless, Jr.
|
|
|
|
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 4, 2018
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
|
|
|
|
Daniel B. Perry
|
|
|
|
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 4, 2018
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
|
|
|
|
|
William C. Bayless, Jr.
|
|
|
|
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
May 4, 2018
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
|
|
|
|
Daniel B. Perry
|
|
|
|
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
|
Dated:
|
May 4, 2018
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
|
|
|
|
|
William C. Bayless, Jr.
|
|
|
|
Chief Executive Officer
|
Dated:
|
May 4, 2018
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
|
|
|
|
Daniel B. Perry
|
|
|
|
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
|
Dated:
|
May 4, 2018
|
By:
|
/s/ William C. Bayless, Jr.
|
|
|
|
|
|
|
|
William C. Bayless, Jr.
|
|
|
|
Chief Executive Officer
|
Dated:
|
May 4, 2018
|
By:
|
/s/ Daniel B. Perry
|
|
|
|
|
|
|
|
Daniel B. Perry
|
|
|
|
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
|