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ACC American Campus Communities

Filed: 4 Nov 21, 12:30pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2021

OR

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From _________ to_________
  
Commission file number: 001-32265
 
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland76-0753089
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)
12700 Hill Country Blvd.
 Suite T-200
 Austin, TX
78738
(Address of Principal Executive Offices)(Zip Code)
(512) 732-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareACCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated Filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo
There were 139,156,671 shares of the American Campus Communities, Inc.’s common stock with a par value of $0.01 per share outstanding as of the close of business on October 29, 2021.



FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2021
 TABLE OF CONTENTS
 
 PAGE NO.
  
PART I. 
Item 1.Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries 
 Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020
 Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020 (all unaudited)
 Consolidated Statements of Changes in Equity for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020, and September 30, 2021 and 2020 (all unaudited)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (all unaudited)
 Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosure about Market Risk
Item 4.Controls and Procedures
PART II. 
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
SIGNATURES
 


AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)


 September 30, 2021December 31, 2020
 (Unaudited) 
Assets  
Investments in real estate  
Owned properties, net$6,709,528 $6,721,744 
On-campus participating properties, net65,813 69,281 
Investments in real estate, net6,775,341 6,791,025 
Cash and cash equivalents42,073 54,017 
Restricted cash20,163 19,955 
Student contracts receivable, net22,188 11,090 
Operating lease right of use assets456,871 457,573 
Other assets232,083 197,500 
Total assets$7,548,719 $7,531,160 
Liabilities and equity  
Liabilities  
Secured mortgage and bond debt, net$562,343 $646,827 
Unsecured notes, net2,378,380 2,375,603 
Unsecured term loan, net199,736 199,473 
Unsecured revolving credit facility577,000 371,100 
Accounts payable and accrued expenses98,380 85,070 
Operating lease liabilities494,397 486,631 
Other liabilities191,251 185,352 
Total liabilities4,501,487 4,350,056 
Commitments and contingencies (Note 13)00
Redeemable noncontrolling interests27,405 24,567 
Equity  
American Campus Communities, Inc. and Subsidiaries stockholders’ equity  
Common stock, $0.01 par value, 800,000,000 shares authorized, 139,046,139 and 137,540,345 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively1,390 1,375 
Additional paid in capital4,538,210 4,472,170 
Common stock held in rabbi trust, 110,532 and 91,746 shares at September 30, 2021 and December 31, 2020, respectively(4,711)(3,951)
Accumulated earnings and dividends(1,534,660)(1,332,689)
Accumulated other comprehensive loss(17,236)(22,777)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity2,982,993 3,114,128 
Noncontrolling interests – partially owned properties36,834 42,409 
Total equity3,019,827 3,156,537 
Total liabilities and equity$7,548,719 $7,531,160 
Consolidated variable interest entities’ assets and liabilities included in the above balances
Investments in real estate, net$577,445 $592,787 
Cash, cash equivalents, and restricted cash$35,579 $41,248 
Other assets$20,129 $13,078 
Secured mortgage debt, net$405,445 $410,837 
Accounts payable, accrued expenses, and other liabilities$54,991 $46,645 
See accompanying notes to consolidated financial statements.

1

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands, except share and per share data)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2021202020212020
Revenues    
Owned properties$219,413 $192,332 $637,480 $602,631 
On-campus participating properties6,067 5,386 20,246 20,196 
Third-party development services938 2,186 3,763 5,531 
Third-party management services2,459 2,771 8,631 9,268 
Total revenues228,877 202,675 670,120 637,626 
Operating expenses (income)    
Owned properties117,176 106,518 306,870 284,741 
On-campus participating properties4,120 3,783 10,689 10,357 
Third-party development and management services4,990 5,061 15,377 16,245 
General and administrative10,309 8,638 35,563 28,563 
Depreciation and amortization69,445 67,369 206,303 199,979 
Ground/facility leases5,502 3,071 12,145 10,033 
Gain from disposition of real estate— — — (48,525)
Total operating expenses211,542 194,440 586,947 501,393 
Operating income17,335 8,235 83,173 136,233 
Nonoperating income (expenses)    
Interest income387 855 959 2,576 
Interest expense(29,271)(29,056)(87,488)(84,007)
Amortization of deferred financing costs(1,470)(1,349)(4,207)(3,891)
Loss from extinguishment of debt— — — (4,827)
Other nonoperating income— 264 157 264 
Total nonoperating expenses(30,354)(29,286)(90,579)(89,885)
(Loss) income before income taxes(13,019)(21,051)(7,406)46,348 
Income tax provision(340)(373)(1,021)(1,133)
Net (loss) income(13,359)(21,424)(8,427)45,215 
Net loss attributable to noncontrolling interests1,920 1,909 3,204 2,781 
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders$(11,439)$(19,515)$(5,223)$47,996 
Other comprehensive income (loss)    
Change in fair value of interest rate swaps and other1,672 1,851 5,541 (7,668)
Comprehensive (loss) income$(9,767)$(17,664)$318 $40,328 
Net (loss) income per share attributable to ACC, Inc. and Subsidiaries common stockholders    
Basic$(0.09)$(0.15)$(0.05)$0.34 
Diluted$(0.09)$(0.15)$(0.05)$0.33 
Weighted-average common shares outstanding    
Basic139,068,939 137,632,091 138,283,616 137,574,485 
Diluted139,068,939 137,632,091 138,283,616 138,678,713 

See accompanying notes to consolidated financial statements.

2

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in thousands, except share data)


 Common
Shares
Par Value of
Common
Shares
Additional Paid
in Capital
Common Shares Held in Rabbi TrustCommon Shares Held in Rabbi Trust at CostAccumulated
Earnings and
Dividends
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests –
Partially Owned
Properties
Total
Equity, December 31, 2020137,540,345 $1,375 $4,472,170 91,746 $(3,951)$(1,332,689)$(22,777)$42,409 $3,156,537 
Adjustments to reflect redeemable noncontrolling interests at fair value— — (354)— — — — — (354)
Amortization of restricted stock awards and vesting of restricted stock units9,054 — 5,148 — — — — — 5,148 
Vesting of restricted stock awards224,647 (4,472)— — — — — (4,469)
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,421)— — (65,421)
Distributions to noncontrolling interests - partially owned properties— — — — — — — (1,138)(1,138)
Change in fair value of interest rate swaps and other— — — — — — 2,518 — 2,518 
Deposits to deferred compensation plan, net of withdrawals(10,115)— 375 10,115 (375)— — — — 
Net income— — — — — 15,618 — 300 15,918 
Equity, March 31, 2021137,763,931 $1,378 $4,472,867 101,861 $(4,326)$(1,382,492)$(20,259)$41,571 $3,108,739 
Adjustments to reflect redeemable noncontrolling interests at fair value— — (2,031)— — — — — (2,031)
Amortization of restricted stock awards and vesting of restricted stock units24,460 — 6,481 — — — — — 6,481 
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,379)— — (65,379)
Distributions to noncontrolling interests - partially owned properties— — — — — — — (1,189)(1,189)
Change in fair value of interest rate swaps and other— — — — — — 1,351 — 1,351 
Net proceeds from sale of common stock and other788,600 37,729 — — — — — 37,737 
Deposits to deferred compensation plan, net of withdrawals(9,054)— 404 9,054 (404)— — — — 
Net loss— — — — — (9,402)— (1,634)(11,036)
Equity, June 30, 2021138,567,937 $1,386 $4,515,450 110,915 $(4,730)$(1,457,273)$(18,908)$38,748 $3,074,673 
Adjustments to reflect redeemable noncontrolling interests at fair value— — (1,130)— — — — — (1,130)
Amortization of restricted stock awards— — 4,693 — — — — — 4,693 
Vesting of restricted stock awards49,819 — (1,521)— — — — — (1,521)
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,948)— — (65,948)
Distributions to noncontrolling interests - partially owned properties— — — — — — — (18)(18)
Change in fair value of interest rate swaps and other— — — — — — 1,672 — 1,672 
Net proceeds from sale of common stock428,000 20,737 — — — — — 20,741 
Deposits to deferred compensation plan, net of withdrawals383 — (19)(383)19 — — — — 
Net loss— — — — — (11,439)— (1,896)(13,335)
Equity, September 30, 2021139,046,139 $1,390 $4,538,210 110,532 $(4,711)$(1,534,660)$(17,236)$36,834 $3,019,827 

See accompanying notes to consolidated financial statements.

3

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in thousands, except share data)


 Common
Shares
Par Value of
Common
Shares
Additional Paid
in Capital
Common Shares Held in Rabbi TrustCommon Shares Held in Rabbi Trust at CostAccumulated
Earnings and
Dividends
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests –
Partially Owned
Properties
Total
Equity, December 31, 2019137,326,824 $1,373 $4,458,456 77,928 $(3,486)$(1,144,721)$(16,946)$43,998 $3,338,674 
Adjustments to reflect redeemable noncontrolling interests at fair value— — 9,490 — — — — — 9,490 
Amortization of restricted stock awards— — 3,988 — — — — — 3,988 
Vesting of restricted stock awards199,695 (4,157)— — — — — (4,155)
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,242)— — (65,242)
Distributions to noncontrolling interests - partially owned properties— — — — — — — (2,566)(2,566)
Change in fair value of interest rate swaps and other— — — — — — (9,801)— (9,801)
Deposits to deferred compensation plan, net of withdrawals(3,488)— 129 3,488 (129)— — — — 
Net income— — — — — 80,855 — 895 81,750 
Equity, March 31, 2020137,523,031 $1,375 $4,467,906 81,416 $(3,615)$(1,129,108)$(26,747)$42,327 $3,352,138 
Adjustments to reflect redeemable noncontrolling interests at fair value— — (3,410)— — — — — (3,410)
Amortization of restricted stock awards and vesting of restricted stock units27,644 — 4,439 — — — — — 4,439 
Vesting of restricted stock awards— — (20)— — — — — (20)
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,193)— — (65,193)
Distributions to noncontrolling interests - partially owned properties— — — — — — — (1,816)(1,816)
Change in fair value of interest rate swaps and other— — — — — — 282 — 282 
Deposits to deferred compensation plan, net of withdrawals(10,330)— 336 10,330 (336)— — — — 
Net loss— — — — — (13,344)— (2,046)(15,390)
Equity, June 30, 2020137,540,345 $1,375 $4,469,251 91,746 $(3,951)$(1,207,645)$(26,465)$38,465 $3,271,030 
Adjustments to reflect redeemable noncontrolling interests at fair value— — (264)— — — — — (264)
Amortization of restricted stock awards and vesting of restricted stock units— — 3,502 — — — — — 3,502 
Distributions to common and restricted stockholders ($0.47 per common share)— — — — — (65,204)— — (65,204)
Contributions by noncontrolling interests - partially owned properties— — — — — — — 6,110 6,110 
Distributions to noncontrolling interests - partially owned properties— — — — — — — (18)(18)
Change in fair value of interest rate swaps and other— — — — — — 1,851 — 1,851 
Net loss— — — — — (19,515)— (1,857)(21,372)
Equity, September 30, 2020137,540,345 $1,375 $4,472,489 91,746 $(3,951)$(1,292,364)$(24,614)$42,700 $3,195,635 
See accompanying notes to consolidated financial statements.

4

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) 

Nine Months Ended September 30,
20212020
Operating activities
   Net (loss) income$(8,427)$45,215 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Gain from disposition of real estate— (48,525)
   Gain from insurance settlement(157)— 
   Loss from extinguishment of debt— 4,827 
   Depreciation and amortization206,303 199,979 
   Amortization of deferred financing costs and debt premiums/discounts3,661 908 
   Share-based compensation16,322 11,929 
   Income tax provision1,021 1,133 
   Amortization of interest rate swap terminations1,287 1,287 
   Changes in operating assets and liabilities:
   Student contracts receivable, net(11,098)(8,578)
   Other assets(25,337)(5,997)
   Accounts payable and accrued expenses12,289 (2,414)
   Other liabilities24,701 44,551 
Net cash provided by operating activities220,565 244,315 
Investing activities
   Proceeds from disposition of properties— 146,144 
   Cash paid for acquisition of land parcels(12,219)(10,830)
   Capital expenditures for owned properties(53,236)(46,458)
   Investments in owned properties under development(137,183)(253,644)
   Other investing activities2,302 (4,951)
Net cash used in investing activities(200,336)(169,739)
Financing activities
   Proceeds from unsecured notes— 795,808 
   Proceeds from sale of common stock59,674 — 
   Offering costs(747)— 
   Pay-off of mortgage loans(74,514)(34,219)
   Defeasance costs related to early extinguishment of debt— (4,156)
   Pay-off of unsecured notes— (400,000)
   Proceeds from revolving credit facility570,800 1,655,900 
   Paydowns of revolving credit facility(364,900)(1,804,900)
   Scheduled principal payments on debt(8,860)(10,063)
   Debt issuance costs(7,632)(9,614)
   Increase in ownership of consolidated subsidiary— (77,200)
   Contribution by noncontrolling interests— 5,414 
   Taxes paid on net-share settlements(5,990)(4,175)
   Distributions paid to common and restricted stockholders(196,748)(195,639)
   Distributions paid to noncontrolling interests(3,048)(5,103)
Net cash used in financing activities(31,965)(87,947)
Net change in cash, cash equivalents, and restricted cash(11,736)(13,371)
Cash, cash equivalents, and restricted cash at beginning of period73,972 81,348 
Cash, cash equivalents, and restricted cash at end of period$62,236 $67,977 
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents$42,073 $44,449 
Restricted cash20,163 23,528 
Total cash, cash equivalents, and restricted cash at end of period$62,236 $67,977 
Supplemental disclosure of non-cash investing and financing activities
Accrued development costs and capital expenditures$22,110 $29,461 
Change in fair value of redeemable noncontrolling interest$(3,515)$5,816 
Initial recognition of operating lease right of use assets$1,559 $— 
Initial recognition of operating lease liabilities$1,559 $— 
Supplemental disclosure of cash flow information
Interest paid, net of amounts capitalized$97,566 $85,916 
See accompanying notes to consolidated financial statements.

5

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Organization and Description of Business

American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004, and is one of the largest owners, managers, and developers of high quality student housing properties in the United States in terms of beds owned and under management.  ACC is a fully integrated, self-managed, and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing, and management of student housing properties.

ACC is structured as an umbrella partnership REIT (“UPREIT”) and contributes all net proceeds from its various equity offerings to American Campus Communities Operating Partnership LP (“ACCOP” or “the Operating Partnership”). In return for those contributions, ACC receives a number of units of the Operating Partnership (“OP Units”) equal to the number of common shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership. Based on the terms of ACCOP’s partnership agreement, OP Units can be exchanged for ACC’s common shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to ACC and American Campus Communities Holdings, LLC (“ACC Holdings”), the general partner of ACCOP, and the common shares issued to the public.

As used in this report, unless stated otherwise or the context otherwise requires, references to “ACC,” “the Company,” “we,” “us,” or “our” mean American Campus Communities, Inc., a Maryland corporation that has elected to be treated as a REIT under the Internal Revenue Code, and its consolidated subsidiaries, including ACCOP.
 
As of September 30, 2021, the Company’s property portfolio contained 166 properties with approximately 111,900 beds.  The Company’s property portfolio consisted of 126 owned off-campus student housing properties that are in close proximity to colleges and universities, 34 American Campus Equity (“ACE®”) properties operated under ground/facility leases, and 6 on-campus participating properties (“OCPPs”) operated under ground/facility leases with the related university systems.  Of the 166 properties, 5 of 10 phases at 1 property were under development as of September 30, 2021, and when completed will consist of a total of approximately 5,200 beds.  The Company’s communities contain modern housing units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities.

Through one of ACC’s taxable REIT subsidiaries (“TRSs”), the Company also provides construction management and development services primarily for student housing properties owned by colleges and universities, charitable foundations, and others.  As of September 30, 2021, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 36 properties that represented approximately 28,800 beds.  Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one year to five years.  As of September 30, 2021, the Company’s total owned and third-party managed portfolio included 202 properties with approximately 140,700 beds.

2. Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. The Company’s actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share and per share amounts, are stated in thousands unless otherwise indicated.

Principles of Consolidation

The Company’s consolidated financial statements include its accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which it has control. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which the Company is considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation using the voting interest model.

6

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In May 2021, the Company modified its unsecured term loan credit agreement (“Term Loan”) to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s senior unsecured revolving credit facility agreement (the “Credit Facility”), which was also amended in May 2021. Refer to Note 7 for additional information regarding these modifications. As the changes to covenants and administrative items do not impact the contractual cash flows of the Term Loan, the LIBOR transition language qualifies for, and the Company elected to apply, the optional expedients in in ASC 848-20-15-2 through 15-11 which treat the amendment as a modification without additional analysis. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements:
Accounting Standards UpdateEffective Date
ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity"January 1, 2022
ASU 2021-05 “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments”January 1, 2022
ASU 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”January 1, 2023

Recently Adopted Accounting Pronouncements

In March 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Subsequently, in November 2020, the FASB issued ASU 2020-09 “Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762” which revises SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above. The amended rules permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. The amendments include requirements related to narrative and summarized financial information disclosures, as well as guidance on when the summarized financial information can be excluded by a filer. The Company adopted both rules on their effective date of January 4, 2021. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors. The Company has addressed the required disclosures herein within Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In addition, on January 1, 2021, the Company adopted the following accounting pronouncement which did not have a material effect on the Company’s consolidated financial statements:

ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes"

7

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Interim Financial Statements

The accompanying interim financial statements are unaudited but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the SEC.  Accordingly, they do not include all disclosures required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for the interim period have been included.  Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year.  These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Prior Year Reclassifications

The resident services revenues financial statement line item on the statements of comprehensive income has been reclassified for all periods presented to the owned properties revenues financial statement line item.

Restricted Cash

Restricted cash consists of funds held in trust that are invested in low risk investments, generally consisting of government backed securities, as permitted by the indentures of trusts, which were established in connection with three bond issues for the Company’s OCPPs.  Additionally, restricted cash includes escrow accounts held by lenders and residents’ security deposits, as required by law in certain states.  Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities.  These escrow deposits are invested in interest-bearing accounts at federally insured banks.  Realized and unrealized gains and losses are not material for the periods presented.

Leases

As Lessee

The Company, as lessee, has entered into lease agreements with university systems and other third parties for the purpose of financing, constructing, and operating student housing properties. Under the terms of the ground/facility leases, the lessor may receive annual minimum rent, variable rent based upon the operating performance of the property, or a combination thereof.

In the accompanying consolidated statements of comprehensive income, rent expense for ACE properties and OCPPs is included in ground/facility leases expense, and rent expense for owned off-campus properties is included in owned properties operating expenses. During the three and nine months ended September 30, 2021, the Company received rent concessions in the form of ground rent abatements at one ACE property related to the effects of the novel coronavirus disease pandemic (“COVID-19”). These concessions were recorded as a reduction to ground/facility leases expense, in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic,” issued in 2020 and are presented in the following table:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Ground rent abatements$2,289 $807 $4,990 $807 

As Lessor

The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases and have terms of 12 months or less. These student leases do not provide for variable rent payments. The Company is also a lessor under commercial leases at certain owned properties, some of which provide for variable lease payments based upon tenant performance such as a percentage of sales.

8

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The Company recognizes the base lease payments provided for under the leases on a straight-line basis over the lease term, and variable payments are recognized in the period in which the changes in facts and circumstances, on which the variable payments are based, occur. Lease income under both student and commercial leases is included in owned properties revenues and on-campus participating properties revenues in the accompanying consolidated statements of comprehensive income and is presented in the following table:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Student lease income$213,218 $186,561 $613,843 $594,851 
Commercial lease income$3,433 $2,900 $9,368 $9,040 

During the three and nine months ended September 30, 2021 and 2020, the Company provided various rent abatements and rent refunds to its tenants experiencing financial hardship due to COVID-19. These amounts were recorded as reductions to revenues in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic:”
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Abatements through the Resident Hardship Program (1)
$— $4,680 $1,036 $13,274 
Net rent refunds through ACE university partnerships (1) (2)
$751 $2,100 $2,811 $17,228 
Other university reimbursements (1) (3)
$266 $1,013 $2,527 $1,013 
Net rent refunds through OCPP university partnerships (4)
$— $— $— $1,472 
(1)Recorded as reductions to owned properties revenue.
(2)Net of reimbursements received from university partners of $0.6 million and $2.6 million for three and nine months ended September 30, 2021, respectively, and $2.0 million and $2.8 million for the three and nine months ended September 30, 2020, respectively.
(3)Represents reimbursements received from university partners to assist in the financial impacts of dedensification requirements.
(4)Recorded as reductions to OCPP revenue.

Consolidated VIEs

The Company has investments in various entities that qualify as VIEs for accounting purposes and for which the Company is the primary beneficiary and therefore includes the entities in its consolidated financial statements.  These VIEs include ACCOP, 6 joint ventures that own a total of 10 operating properties and 2 land parcels, and 6 properties owned under the on-campus participating property structure (“OCPP”).  The VIE assets and liabilities consolidated within the Company's assets and liabilities are disclosed at the bottom of the accompanying consolidated balance sheets.   

Impairment of Long-Lived Assets

Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. In the case of any impairment, the valuation would be based on Level 3 inputs. There were no impairments of the carrying values of the Company's investments in real estate as of as of September 30, 2021.

9

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

3. Earnings Per Share
 
Basic earnings per share is computed using net income attributable to common stockholders and the weighted average number of shares of the Company’s common stock outstanding during the period.  Diluted earnings per share reflects common shares issuable from the assumed conversion of OP Units and common share awards granted.  Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share.

The following potentially dilutive securities were outstanding for the three and nine months ended September 30, 2021 and 2020, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive. 
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2021202020212020
Common OP Units (Note 9)468,475 468,475 468,475 468,475 
Preferred OP Units (Note 9)35,242 35,242 35,242 35,242 
Unvested restricted stock awards (Note 10)1,175,294 1,099,256 1,228,103 — 
Total potentially dilutive securities1,679,011 1,602,973 1,731,820 503,717 

The following is a summary of the elements used in calculating basic and diluted earnings per share:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2021202020212020
Numerator – basic and diluted earnings per share    
Net (loss) income$(13,359)$(21,424)$(8,427)$45,215 
Net loss attributable to noncontrolling interests1,920 1,909 3,204 2,781 
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders(11,439)(19,515)(5,223)47,996 
Amount allocated to participating securities(567)(517)(1,872)(1,698)
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders$(12,006)$(20,032)$(7,095)$46,298 
Denominator    
Basic weighted average common shares outstanding139,068,939 137,632,091 138,283,616 137,574,485 
Unvested restricted stock awards (Note 10)— — — 1,104,228 
Diluted weighted average common shares outstanding139,068,939 137,632,091 138,283,616 138,678,713 
Earnings per share    
Net (loss) income attributable to common stockholders - basic$(0.09)$(0.15)$(0.05)$0.34 
Net (loss) income attributable to common stockholders - diluted$(0.09)$(0.15)$(0.05)$0.33 

4. Acquisition and Joint Venture Investment

Land Acquisition

In May 2021, the Company acquired a land parcel near Arizona State University for approximately $12.2 million including transaction costs. The land was purchased for the potential future development of a student housing facility.

Joint Venture Transaction

In August 2020, the Company entered into a joint venture arrangement with a third-party partner to develop a property located in Nashville, TN (the “Nashville Joint Venture”). The Company contributed cash and pre-development expenditures of $5.6 million in exchange for a 50% ownership interest in the Nashville Joint Venture. Additionally as part of the transaction,
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AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

the Company financed the third-party partner’s contribution with a $5.4 million, two-year note receivable (the “Note”) at a 6.5% annual interest rate. The third-party partner contributed the proceeds from the Note as well as pre-development and transaction costs of approximately $0.7 million in exchange for a 50% ownership interest in the Nashville Joint Venture. In September 2020, the Nashville Joint Venture purchased a land parcel for $11.3 million including transaction costs.

The Nashville Joint Venture was determined to be a VIE with the Company being the primary beneficiary. As such, the Nashville Joint Venture is included in the Company’s consolidated financial statements contained herein and the third-party partner’s ownership interest is accounted for as noncontrolling interest - partially owned properties.

5. Property Dispositions

Property Disposition

In March 2020, the Company sold The Varsity, an owned property located near University of Maryland in College Park, Maryland, containing 901 beds for $148.0 million, resulting in net cash proceeds of approximately $146.1 million. The net gain on this disposition totaled approximately $48.5 million.

6. Investments in Real Estate

Owned Properties

Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: 
 September 30, 2021December 31, 2020
Land$677,289 $664,879 
Buildings and improvements7,189,594 6,949,781 
Furniture, fixtures, and equipment429,335 405,843 
Construction in progress270,136 361,893 
 8,566,354 8,382,396 
Less accumulated depreciation(1,856,826)(1,660,652)
Owned properties, net
$6,709,528 $6,721,744 

Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred financing costs, are capitalized as construction in progress.  Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $1.8 million and $2.9 million was capitalized during the three months ended September 30, 2021 and 2020, respectively.  Interest totaling approximately $6.7 million and $9.5 million was capitalized during the nine months ended September 30, 2021 and 2020, respectively.

On-Campus Participating Properties (OCPPs)

Our OCPP segment includes 6 on-campus properties that are operated under long-term ground/facility leases with 3 university systems. Under our ground/facility leases, we receive an annual distribution representing 50% of these properties’ net cash flows, as defined in the ground/facility lease agreements. We also manage these properties under long-term management agreements and are paid management fees equal to a percentage of defined gross receipts.

OCPPs consisted of the following:
 September 30, 2021December 31, 2020
Buildings and improvements$159,116 $157,218 
Furniture, fixtures, and equipment15,073 14,389 
 174,189 171,607 
Less accumulated depreciation(108,376)(102,326)
On-campus participating properties, net
$65,813 $69,281 
11

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

7. Debt

A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows:
 September 30, 2021December 31, 2020
Debt secured by owned properties  
Mortgage loans payable  
Unpaid principal balance$486,579 $563,506 
Unamortized deferred financing costs(644)(848)
Unamortized debt premiums683 1,819 
Unamortized debt discounts(115)(151)
486,503 564,326 
Debt secured by OCPPs  
Mortgage loans payable (1)
61,681 63,714 
Bonds payable (1)
14,695 19,110 
Unamortized deferred financing costs(536)(323)
75,840 82,501 
Total secured mortgage and bond debt, net562,343 646,827 
Unsecured notes, net of unamortized OID and deferred financing costs (2)
2,378,380 2,375,603 
Unsecured term loan, net of unamortized deferred financing costs (3)
199,736 199,473 
Unsecured revolving credit facility577,000 371,100 
Total debt, net$3,717,459 $3,593,003 
(1)The creditors of mortgage loans payable and bonds payable related to OCPPs do not have recourse to the assets of the Company.
(2)Includes net unamortized original issue discount (“OID”) of $5.2 million and $5.8 million at September 30, 2021 and December 31, 2020, respectively, and net unamortized deferred financing costs of $16.4 million and $18.6 million at September 30, 2021 and December 31, 2020, respectively.
(3)Includes net unamortized deferred financing costs of $0.3 million and $0.5 million at September 30, 2021 and December 31, 2020, respectively.

Mortgage Loans Payable

During the nine months ended September 30, 2021, the Company paid off approximately $74.5 million of fixed rate mortgage debt secured by 5 owned properties.

In February 2021, the Company refinanced $24.0 million of OCPP mortgage debt that was scheduled to mature in 2021, which extended the maturity to February 2028. Additionally, in February 2021, the Company entered into 2 interest rate swap agreements to convert the refinanced mortgage loan to a fixed rate of 2.8%. Refer to Note 11 for information related to derivatives.

In February 2020, the Company paid off approximately $34.2 million of fixed rate mortgage debt secured by 1 owned property.

Unsecured Notes

In June 2020, the Operating Partnership closed a $400.0 million offering of senior unsecured notes under its existing shelf registration. These 10-year notes were issued at 99.142% of par value with a coupon of 3.875% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on January 30 and July 30, with the first payment due and payable on January 30, 2021. The notes will mature on January 30, 2031. Net proceeds from the sale of the senior unsecured notes totaled approximately $391.7 million, after deducting the underwriting discount and offering expenses which will be amortized over the term of the unsecured notes. The Company used the proceeds to repay borrowings under its revolving credit facility.

12

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

In January 2020, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These 10-year notes were issued at 99.81% of par value with a coupon of 2.85% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on February 1 and August 1, with the first payment due and payable on August 1, 2020. The notes will mature on February 1, 2030. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.5 million, after deducting the underwriting discount and offering expenses which will be amortized over the term of the unsecured notes. The Company used the proceeds to fund the early redemption of its $400 million 3.35% Senior Notes due October 2020. The prepayment resulted in a loss from early extinguishment of debt of approximately $4.8 million, which is included in the accompanying statements of comprehensive income for the nine months ended September 30, 2020.

The following senior unsecured notes issued by the Operating Partnership were outstanding as of September 30, 2021:
Date IssuedAmount% of Par ValueCouponYieldOriginal Issue DiscountTerm (Years)
April 2013$400,000 99.659 3.750 %3.791 %$1,364 10
June 2014400,000 99.861 4.125 %4.269 %(1)556 10
October 2017400,000 99.912 3.625 %3.635 %352 10
June 2019400,000 99.704 3.300 %3.680 %(1)1,184 7
January 2020400,000 99.810 2.850 %2.872 %760 10
June 2020400,000 99.142 3.875 %3.974 %3,432 10
$2,400,000 $7,648 
(1)The yield includes the effect of the amortization of interest rate swap terminations (see Note 11).

The notes are fully and unconditionally guaranteed by the Company.  Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined.  In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of September 30, 2021, the Company was in compliance with all such covenants.

Unsecured Revolving Credit Facility

In May 2021, the Company closed on the renewal of its existing $1.0 billion Credit Facility which was previously scheduled to mature in March 2022. The renewed agreement contains an accordion feature that allows the Company to expand the Credit Facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Additionally, a component of the interest rate is based on the achievement of specified environmental, social, and governance (“ESG”) targets which include the achievement of diversity rates among the Company’s independent board members and employees and completion of certifications or renovations that meet certain sustainability standards. The Credit Facility matures in May 2025, and can be extended through two six-month extension options, subject to the satisfaction of certain conditions.

The Credit Facility bears interest at a variable rate, at the Company’s option, based upon a base rate of one-, three-, or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group, subject to adjustment based upon the achievement of ESG targets described above. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $1.0 billion Credit Facility.  As of September 30, 2021, the Credit Facility bore interest at a weighted average annual rate of 1.13% (0.08% + 0.85% spread + 0.20% facility fee), and availability under the Credit Facility totaled $423.0 million.

The terms of the Credit Facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens.  The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation, and amortization) to fixed charges.  The financial covenants also include a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio.  As of September 30, 2021, the Company was in compliance with all such covenants.

13

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Unsecured Term Loan

The Company’s Term Loan totals $200 million and matures in June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. The Company is also currently party to two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan. The weighted average annual rate on the Term Loan was 2.54% (1.44% + 1.10% spread) at September 30, 2021. The terms of the Term Loan include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of September 30, 2021, the Company was in compliance with all such covenants.

In May 2021, the Company modified the Term Loan to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s Credit Facility which was also amended in May 2021.

8. Stockholders’ Equity

In May 2021, the Company renewed its at-the-market share offering program (the “ATM Equity Program”) through which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $500 million.  The shares that may be sold under this program include shares of common stock of the Company with an aggregate offering price of approximately $500.0 million that were not sold under the Company's previous ATM equity program that expired in May 2021. Actual sales under the program will depend on a variety of factors, including, but not limited to, market conditions, the trading price of the Company’s common stock and determinations of the appropriate sources of funding for the Company.

The following table presents activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2021. There was no activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2020.

Three Months Ended September 30, 2021Nine Months Ended
September 30, 2021
Total net proceeds$20,928 $58,927 
Commissions paid to sales agents$270 $747 
Weighted average price per share$49.52 $49.05 
Shares of common stock sold428,000 1,216,600 

As of September 30, 2021, the Company had approximately $440.3 million available for issuance under its ATM Equity Program.

The Company has a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) for the benefit of certain employees and members of the Company’s Board of Directors in which vested share awards (see Note 10), salary, and other cash amounts earned may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the nine months ended September 30, 2021, 28,899 and 10,113 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of September 30, 2021, 110,532 shares of ACC’s common stock were held in the Deferred Compensation Plan.

14

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

9. Noncontrolling Interests

Noncontrolling interests - partially owned properties: As of September 30, 2021, the Company consolidates 5 joint ventures that own and operate 10 owned off-campus properties and 1 land parcel. The portion of net assets attributable to the third-party partners in these arrangements is classified as “noncontrolling interests - partially owned properties” within equity on the accompanying consolidated balance sheets.

Redeemable noncontrolling interests - OP Units: Included in redeemable noncontrolling interests on the accompanying consolidated balance sheets are OP Units for which ACCOP is required, either by contract or securities law, to deliver registered shares of ACC’s common stock to the exchanging OP unitholder, or for which ACCOP has the intent or history of exchanging such units for cash. The units include Series A Preferred Units (“Preferred OP Units”) and Common OP Units. The value of OP Units is reported at the greater of fair value, which is based on the closing market value of the Company’s common stock at period end, or historical cost at the end of each reporting period. The OP unitholders’ share of the income or loss of the Company is included in “net income attributable to noncontrolling interests” on the consolidated statements of comprehensive income.

Below is a table summarizing the activity of redeemable noncontrolling interests for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020, and September 30, 2021 and 2020:
Balance, December 31, 2020$24,567 
Net income67 
Distributions(234)
Adjustments to reflect redeemable noncontrolling interests at fair value354 
Balance, March 31, 2021$24,754 
Net loss(17)
Distributions(234)
Adjustments to reflect redeemable noncontrolling interests at fair value2,031 
Balance, June 30, 2021$26,534 
Net loss(24)
Distributions(235)
Adjustments to reflect redeemable noncontrolling interests at fair value1,130 
Balance, September 30, 2021$27,405 
Balance, December 31, 2019$104,381 
Net income311 
Distributions(234)
Purchase of noncontrolling interests(77,200)
Adjustments to reflect redeemable noncontrolling interests at fair value(9,490)
Balance, March 31, 2020$17,768 
Net loss(32)
Distributions(234)
Adjustments to reflect redeemable noncontrolling interests at fair value3,410 
Balance, June 30, 2020$20,912 
Net loss(52)
Distributions(235)
Adjustments to reflect redeemable noncontrolling interests at fair value264 
Balance, September 30, 2020$20,889 

15

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

10. Incentive Award Plan

The Company has an Incentive Award Plan (the “Plan”) that provides for the grant of various stock-based incentive awards to selected employees and directors of the Company and the Company’s affiliates.  The types of awards that may be granted under the Plan include incentive stock options, nonqualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), profits interest units (“PIUs”), and other stock-based awards.  The Company has reserved a total 3.5 million shares of the Company’s common stock for issuance pursuant to the Plan, subject to certain adjustments for changes in the Company’s capital structure, as defined in the Plan.

Restricted Stock Awards

A summary of RSAs as of September 30, 2021 and activity during the nine months then ended is presented below:
 Number of RSAs
Nonvested balance as of December 31, 20201,092,596 
Granted468,771 
Vested (1)
(415,228)
Forfeited(22,557)
Nonvested balance as of September 30, 20211,123,582 
(1) Includes 140,762 shares withheld to satisfy tax obligations upon vesting.

The fair value of RSAs is calculated based on the closing market value of ACC’s common stock on the date of grant.  The fair value of these awards is amortized to expense over the vesting periods. Amortization expense for the three months ended September 30, 2021 and 2020 was approximately $4.7 million and $3.4 million, respectively, and $14.8 million and $10.9 million for the nine months ended September 30, 2021 and 2020, respectively.

Restricted Stock Units

Upon initial appointment to the Board of Directors and reelection to the Board of Directors at each annual stockholders’ meeting, each independent member of the Board of Directors is granted RSUs. On the settlement date, the Company will deliver to the recipients a number of shares of common stock or cash, as determined by the Compensation Committee of the Board of Directors, equal to the number of RSUs granted to the recipients. In addition, recipients of RSUs are entitled to dividend equivalents equal to the cash distributions paid by the Company on one share of common stock for each RSU issued, payable currently, or on the settlement date, as determined by the Compensation Committee of the Board of Directors.

Upon reelection to the Board of Directors in April 2021, all members of the Company’s Board of Directors were granted RSUs in accordance with the Plan. These RSUs were valued at $170,000 for the Chair of the Board of Directors and at $122,500 for all other members. The number of RSUs granted was determined based on the fair market value of the Company’s stock on the date of grant, as defined in the Plan. All awards vested and settled immediately on the date of grant, and the Company delivered shares of common stock, as determined by the Compensation Committee of the Board of Directors. A compensation charge of approximately $1.2 million was recorded during the nine months ended September 30, 2021 related to these awards.

In January 2021, the Company appointed 3 new members to the Board of Directors who were each granted RSUs valued at $122,500. A compensation charge of approximately $0.4 million was recorded related to these awards.

A summary of RSUs as of September 30, 2021 and activity during the nine months then ended is presented below:
 Number of RSUs
Outstanding as of December 31, 2020 
Granted34,626 
Settled in common shares(33,514)
Settled in cash(1,112)
Outstanding as of September 30, 2021 

16

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

11. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.  The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps and forward starting swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  Forward starting swaps are used to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. These agreements contain provisions such that if the Company defaults on any of its indebtedness, regardless of whether the repayment of the indebtedness has been accelerated by the lender or not, then the Company could also be declared in default on its derivative obligations. As of September 30, 2021, the Company was not in default on any of its indebtedness or derivative instruments.

The following table summarizes the Company’s outstanding interest rate swap contracts as of September 30, 2021, all of which have been designated as cash flow hedges and qualify for hedge accounting:
Hedged Debt InstrumentEffective DateMaturity DatePay Fixed RateReceive Floating
Rate Index
Current Notional AmountFair Value
Park Point mortgage loanFeb 1, 2019Jan 16, 20242.7475%LIBOR - 1 month$70,000 $(3,775)
College Park mortgage loanOct 16, 2019Oct 16, 20221.2570%LIBOR - 1 month37,500 (445)
Unsecured term loanNov 4, 2019Jun 27, 20221.4685%LIBOR - 1 month100,000 (1,017)
Unsecured term loanDec 2, 2019Jun 27, 20221.4203%LIBOR - 1 month100,000 (981)
Cullen Oaks mortgage loanFeb 16, 2021Feb 15, 20280.7850%LIBOR - 1 month11,423 130 
Cullen Oaks mortgage loanFeb 16, 2021Feb 15, 20280.7850%LIBOR - 1 month11,540 131 
   Total$330,463 $(5,957)

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2021 and December 31, 2020:

Asset DerivativesLiability Derivatives
Balance Sheet LocationFair Value as ofBalance Sheet LocationFair Value as of
Description9/30/202112/31/20209/30/202112/31/2020
Interest rate swap contractsOther assets$261 $— Other liabilities$6,218 $10,211 

17

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30,Nine Months Ended September 30,
Description2021202020212020
Change in fair value of derivatives and other recognized in other comprehensive income ("OCI")$(82)$68 $330 $(11,439)
Swap interest accruals reclassified to interest expense1,323 1,351 3,924 2,484 
Amortization of interest rate swap terminations (1)
431 432 1,287 1,287 
Total change in OCI due to derivative financial instruments$1,672 $1,851 $5,541 $(7,668)
Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded$29,271 $29,056 $87,488 $84,007 
(1)Represents amortization from OCI into interest expense.

As of September 30, 2021, the Company estimates that $6.2 million will be reclassified from OCI to interest expense over the next twelve months.

12.  Fair Value Disclosures

There have been no significant changes in the Company’s policies and valuation techniques utilized to determine fair value from what was disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020.

Financial Instruments Carried at Fair Value

The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. There were no Level 1 measurements for the periods presented, and the Company had no transfers between Levels 1, 2, or 3 during the periods presented.
  Fair Value Measurements as of
 September 30, 2021December 31, 2020
Level 2Level 3TotalLevel 2Level 3Total
Assets      
Derivative financial instruments$261 (1)$— $261 $— $— $— 
Liabilities      
Derivative financial instruments$6,218 (1)$— $6,218 $10,211 (1)$— $10,211 
Mezzanine      
Redeemable noncontrolling interests$24,405 (2)$3,000 $27,405 $21,567 (2)$3,000 $24,567 
(1)Valued using discounted cash flow analyses with observable market-based inputs of interest rate curves and option volatility, as well as credit valuation adjustments to reflect nonperformance risk.
(2)Represents the OP Unit component of redeemable noncontrolling interests which is reported at the greater of the fair value of the Company’s common stock or historical cost at the balance sheet date. Represents a quoted price for a similar asset in an active market. Refer to Note 9.

Financial Instruments Not Carried at Fair Value

As of September 30, 2021 and December 31, 2020, the carrying values for the following instruments represent fair values due to the short maturity of the instruments: Cash and cash equivalents, Restricted cash, Student contracts receivable, certain items in Other assets (including receivables, deposits, and prepaid expenses), Accounts payable, Accrued expenses, and Other liabilities.

18

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

As of September 30, 2021 and December 31, 2020, the carrying values for the following instruments represent fair values due the variable interest rate feature of the instruments: Unsecured revolving credit facility and one variable rate mortgage loan payable.

The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of September 30, 2021 and December 31, 2020. There were no Level 1 or Level 3 measurements for the periods presented.

 September 30, 2021December 31, 2020
Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
Level 2Level 2
Liabilities (1)
   
Unsecured notes$2,378,380 $2,556,755 (2)$2,375,603 $2,609,373 (2)
Mortgage loans payable (fixed rate) (3)
$546,541 $560,700 (4)$625,783 

$656,648 (4)
Bonds payable$14,584 $15,895 (5)$18,960 $20,720 (5)
Unsecured term loan (fixed rate)$199,736 $201,754 (6)$199,473 $203,348 (6)
(1)Carrying amounts disclosed include any applicable net unamortized OID, net unamortized deferred financing costs, and net unamortized debt premiums and discounts (see Note 7).
(2)Valued using interest rate and spread assumptions that reflect current creditworthiness and market conditions available for the issuance of unsecured notes with similar terms and remaining maturities.
(3)Does not include 1 variable rate mortgage loan with a principal balance of $1.2 million as of September 30, 2021 and $2.1 million as of December 31, 2020, respectively.
(4)Valued using the present value of the cash flows at current market interest rates through maturity that primarily fall within the Level 2 category.
(5)Valued using quoted prices in markets that are not active due to the unique characteristics of these financial instruments.
(6)The Company is party to 2 interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan (see Note 7). Valued using the present value of the cash flows at interpolated 1-month LIBOR swap rates through maturity that primarily fall within the Level 2 category.

13. Commitments and Contingencies

Commitments

Construction Contracts: As of September 30, 2021, the Company estimates additional costs to complete 1 owned development project under construction to be approximately $48.9 million.

Contingencies

Development-related Guarantees: For certain of its third-party development projects, the Company commonly provides alternate housing and project cost guarantees, subject to force majeure. These guarantees are typically limited, on an aggregate basis, to the amount of the projects’ related development fees or a contractually agreed-upon maximum exposure amount.  Alternate housing guarantees generally require the Company to provide substitute living quarters and transportation for students to and from the university if the project is not complete by an agreed-upon completion date. These guarantees typically expire at the later of five days after completion of the project or once the Company has moved all students from the substitute living quarters into the project.

Under project cost guarantees, the Company is responsible for the construction cost of a project in excess of an approved budget. The budget consists primarily of costs included in the general contractors’ guaranteed maximum price contract (“GMP”). In most cases, the GMP obligates the general contractor, subject to force majeure and approved change orders, to provide completion date guarantees and to cover cost overruns and liquidated damages. In order to mitigate risk due to change orders, all final development budgets also include a contingency line item. In addition, the GMP is in certain cases secured with payment and performance bonds. Project cost guarantees expire upon completion of certain developer obligations, which are normally satisfied within one year after completion of the project. The Company’s estimated maximum exposure amount under the above guarantees was approximately $4.3 million as of September 30, 2021. As of September 30, 2021, management does not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress.

19

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

As a part of the development agreement with Walt Disney World® Resort, the Company has guaranteed the completion of construction of a $614.6 million project to be delivered in phases from 2020 to 2023. As of September 30, 2021, the Company has completed construction on 5 phases of the 10-phase project within the targeted delivery timeline. In addition, the Company is subject to a development guarantee in the event that the substantial completion of a project phase is delayed beyond its respective targeted delivery date, except in circumstances resulting in unavoidable delays. The agreement dictates that the Company shall pay damages of $20 per bed for each day of delay for any Disney College Internship Program participant who was either scheduled to live in the delayed phase as well as any participant who was not able to participate in the program due to the lack of available housing and would have otherwise been housed in the delayed phase. Under the agreement, the maximum exposure related to the Disney project assuming all remaining beds are not delivered on their respective delivery date is approximately $0.1 million per day. The Company anticipates completing all remaining phases within the targeted delivery timeline.

Conveyance to University: In August 2013, the Company entered into an agreement to convey fee interest in a parcel of land, on which one of the Company’s student housing properties resides (University Crossings), to Drexel University (the “University”). Concurrent with the land conveyance, the Company as lessee entered into a ground lease agreement with the University as lessor for an initial term of 40 years, with 3 10-year extensions, at the Company’s option. The Company also agreed to convey the building and improvements to the University at an undetermined date in the future and to pay real estate transfer taxes not to exceed $2.4 million. The Company paid approximately $0.6 million in real estate transfer taxes upon the conveyance of land to the University, leaving approximately $1.8 million to be paid by the Company upon the transfer of the building and improvements.

Other Guarantees: In June 2019, the Company entered into a purchase and sale agreement to buy a land parcel initially scheduled to close on or before June 30, 2021, with potential extensions at the Company’s option to June 1, 2022 or June 1, 2023. In February 2021, the Company provided notice in accordance with the purchase and sale agreement and elected to extend the scheduled close date to June 1, 2022.  In connection with the execution of the agreement and the closing extension, the Company has made earnest money deposits totaling $2.4 million which are included in restricted cash on the accompanying consolidated balance sheets. As a part of the agreement, within 60 days of certain conditions not being met, the seller of the property can either terminate the agreement or exercise an option to require the Company to purchase the undeveloped land, with the Company retaining all rights to fully own, develop, and utilize the land. If the option is exercised, the Company must pay the agreed upon purchase price of $28.7 million, a commission calculated as a percentage of the sales price, and demolition costs.

Pre-development expenditures: The Company incurs pre-development expenditures such as architectural fees, permits, and deposits associated with the pursuit of third-party and owned development projects.  The Company bears the risk of loss of these pre-development expenditures if financing cannot be arranged or the Company is unable to obtain the required permits and authorizations for the project.  As such, management periodically evaluates the status of third-party and owned projects that have not yet commenced construction and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues. As of September 30, 2021, the Company has deferred approximately $27.5 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction.  Such costs are net of any contractual arrangements through which the Company could be reimbursed by another party. Such costs are included in other assets on the accompanying consolidated balance sheets.

Litigation: The Company is subject to various claims, lawsuits, and legal proceedings, as well as other matters that have not been fully resolved and that have arisen in the ordinary course of business.  While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company.  However, the outcome of claims, lawsuits, and legal proceedings brought against the Company is subject to significant uncertainty.  Therefore, although management considers the likelihood of such an outcome to be remote, the ultimate results of these matters cannot be predicted with certainty.

20

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Litigation Settlement: In June 2021, the Company entered into a Joint Stipulation and Settlement Agreement to end all outstanding litigation brought by an alleged class of certain current and former California-based employees alleging violations of statutory labor laws and regulations by the Company. The agreement is subject to final court approval. The Company agreed to pay an aggregate of $2.0 million to the plaintiffs, plus a portion of payroll taxes on the wage portion on the plaintiffs’ payment, in consideration of the settlement when the settlement agreement is formally approved by the court. The parties agreed the settlement was intended solely as a compromise of disputed claims and was not to be understood as a concession or determination that the Company has engaged in any wrongdoing. During the quarter ended March 31, 2021, when management and legal counsel deemed it probable that a material loss exposure existed in relation to these matters, the Company recorded litigation expense of $1.2 million based on legal counsel’s estimate of potential exposure. During the three months ended June 30, 2021, the Company recorded an additional $0.8 million in litigation expense to reflect the final amount owed under the settlement agreement, which is reflected in general and administrative expenses in the accompanying consolidated statements of operations.

21

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

14. Segments
 
The Company defines business segments by their distinct customer base and service provided.  The Company has identified 4 reportable segments: Owned Properties, On-Campus Participating Properties, Development Services, and Property Management Services.  Management evaluates each segment’s performance based on operating income before depreciation, amortization, and minority interests.
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2021202020212020
Owned Properties    
Rental revenues and other income$219,413 $192,332 $637,480 $602,631 
Interest income294 115 682 347 
Total revenues from external customers219,707 192,447 638,162 602,978 
Operating expenses before depreciation, amortization, and ground/facility lease expense(117,176)(106,518)(306,870)(284,741)
Ground/facility lease expense(4,541)(2,553)(10,511)(8,401)
Interest expense, net (1)
(3,113)(3,594)(9,242)(9,697)
Operating income before depreciation and amortization$94,877 $79,782 $311,539 $300,139 
Depreciation and amortization$(66,777)$(64,628)$(198,099)$(191,382)
Capital expenditures$60,411 $118,270 $190,419 $300,102 
On-Campus Participating Properties    
Rental revenues and other income$6,067 $5,386 $20,246 $20,196 
Interest income12 28 
Total revenues from external customers6,071 5,388 20,258 20,224 
Operating expenses before depreciation, amortization, and ground/facility lease expense(4,120)(3,783)(10,689)(10,357)
Ground/facility lease expense(961)(518)(1,634)(1,632)
Interest expense, net (1)
(867)(854)(2,678)(3,169)
Operating income before depreciation and amortization$123 $233 $5,257 $5,066 
Depreciation and amortization$(1,969)$(1,883)$(6,050)$(5,965)
Capital expenditures$1,797 $765 $2,582 $1,931 
Development Services    
Development and construction management fees$938 $2,186 $3,763 $5,531 
Operating expenses(2,420)(2,094)(6,815)(6,699)
Operating (loss) income before depreciation and amortization$(1,482)$92 $(3,052)$(1,168)
Property Management Services    
Property management fees from external customers$2,459 $2,771 $8,631 $9,268 
Operating expenses(2,570)(2,967)(8,562)(9,546)
Operating (loss) income before depreciation and amortization$(111)$(196)$69 $(278)
Reconciliations    
Total segment revenues and other income$229,175 $202,792 $670,814 $638,001 
Unallocated interest income earned on investments and corporate cash89 738 265 2,201 
Total consolidated revenues, including interest income$229,264 $203,530 $671,079 $640,202 
Segment income before depreciation and amortization$93,407 $79,911 $313,813 $303,759 
Segment depreciation and amortization(68,746)(66,511)(204,149)(197,347)
Corporate depreciation(699)(858)(2,154)(2,632)
Net unallocated expenses relating to corporate interest and overhead(35,511)(32,508)(110,866)(97,503)
Gain from disposition of real estate— — — 48,525 
Other nonoperating income— 264 157 264 
Amortization of deferred financing costs(1,470)(1,349)(4,207)(3,891)
Loss from extinguishment of debt— — — (4,827)
Income tax provision(340)(373)(1,021)(1,133)
Net (loss) income$(13,359)$(21,424)$(8,427)$45,215 
(1)Net of capitalized interest and amortization of debt premiums and discounts.


22

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

15. Subsequent Events

Distributions:  On November 3, 2021, the Board of Directors of the Company declared a distribution per share of $0.47, which will be paid on November 26, 2021 to all common stockholders of record as of November 15, 2021.  At the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units.

October 2021 Bond Offering: In October 2021, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These seven-year notes were issued at 99.928% of par value with a coupon of 2.250% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on January 15 and July 15, with the first payment due and payable on January 15, 2022. The notes will mature on January 15, 2029. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.4 million. The Company used the proceeds to repay borrowings under its Credit Facility.

23


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result,” and similar expressions, do not relate solely to historical matters and are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that forward-looking statements are not guarantees of future performance and will be impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they were made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following: general risks affecting the real estate industry; risks associated with changes in University admission or housing policies; risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments; failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully; risks and uncertainties affecting property development and construction; risks associated with downturns in the national and local economies, volatility in capital and credit markets, increases in interest rates, and volatility in the securities markets; costs of compliance with the Americans with Disabilities Act and other similar laws; potential liability for uninsured losses and environmental contamination; risks associated with our Company’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986 (the “Code”), as amended, and possible adverse changes in tax and environmental laws; risks related to the novel coronavirus disease (“COVID-19”) pandemic and the other factors discussed in the “Risk Factors” contained in Item 1A of our Form 10-K for the year ended December 31, 2020.

Our Company and Our Business

Overview

We are one of the largest owners, managers, and developers of high quality student housing properties in the United States.  We are a fully integrated, self-managed, and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing, and management of student housing properties.  Refer to Note 14 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1 for information about our operating segments.

We believe that the ownership and operation of student housing communities in close proximity to selected colleges and universities presents an attractive long-term investment opportunity for our investors.  We intend to continue to execute our strategy of identifying existing differentiated, typically highly amenitized, student housing communities or development opportunities in close proximity to university campuses with high barriers to entry which are projected to experience substantial increases in enrollment and/or are under-serviced in terms of existing on and/or off-campus student housing.

24


Property Portfolio

Below is a summary of our property portfolio as of September 30, 2021:
Property portfolio:PropertiesBeds
Owned operating properties  
Off-campus properties126 70,220 
On-campus ACE (1) (2)
33 31,271 
Subtotal – operating properties159 101,491 
Owned properties under development  
On-campus ACE (3)
5,156 
Subtotal – properties under development5,156 
Total owned properties160 106,647 
On-campus participating properties5,230 
Total owned property portfolio166 111,877 
Managed properties36 28,840 
Total property portfolio202 140,717 
(1)Includes two properties at Prairie View A&M University that we ultimately expect to be refinanced under the existing on-campus participating structure.
(2)Includes 33 properties operated under ground/facility leases with 16 university systems and completed phases of the Walt Disney World® Resort project, which consists of ten phases, five of which were delivered as of September 30, 2021, with the remainder anticipated to be delivered in 2022 and 2023.
(3)The Walt Disney World® Resort project consists of one property with multiple phases delivered through 2023; as such, only the beds for remaining phases to be completed are included in the beds for owned properties under development.  Beds for any completed phases of this project are included in owned operating properties beds.

Leasing Results

Our financial results for the year ended December 31, 2021 are impacted by the results of our annual leasing process for the 2020/2021 and 2021/2022 academic years. As of September 30, 2020, the beginning of the 2020/2021 academic year, occupancy at our 2021 same store properties was 90.3% with a rental rate increase of 1.1% compared to the prior academic year, and occupancy at our total owned property portfolio (including two development properties completed in Fall 2020) was 89.9%. Our leasing results for the 2020/2021 academic year were negatively impacted by general uncertainty associated with COVID-19, with university policies affecting students’ housing decisions and preferences. However, leasing results for the 2021/2022 academic year for both our Company and the broader student housing sector improved significantly due to many universities reinstating on-campus housing policies and resuming in-person campus activities. As of September 30, 2021, the beginning of the 2021/2022 academic year, occupancy at our 2022 same store properties was 95.8% with a rental rate increase of 3.8% compared to the prior academic year.

Owned Development

The Company is in the process of constructing a ten-phase housing project under our ACE® structure with scheduled phase deliveries from 2020 to 2023 for Walt Disney World® Resort that will serve student interns participating in the highly competitive Disney College Program (“Disney College Program” or “DCP”). As of September 30, 2021, the Company has completed construction on five phases of the project within the targeted delivery timeline, and the remaining phases are anticipated to be delivered in 2022 and 2023. In May 2021, Walt Disney World® Resort announced that it was recommencing the DCP in the summer of 2021 after temporarily suspending the program in 2020 due to the COVID-19 pandemic. As of October 25, 2021, occupancy at the completed phases of the project was approximately 85.0%. Barring unforeseen future impacts related to the COVID-19 pandemic, the Company expects the project to meet its original 2022 targeted yield, with stabilization occurring in May 2023, as initially anticipated prior to the pandemic.
25


Recently Completed Owned Development Projects

During the three months ended September 30, 2021, the final stages of construction were completed for the following phase of the Disney College Program project as summarized in the table below:
University/Market Served ProjectLocationBedsTotal Project CostConstruction Completed
Walt Disney World® Resort
Disney College Program Phase V (1)
Orlando, FL1,152$71,900 July 2021
(1)Includes the early delivery of 288 beds which were previously scheduled for delivery in January 2022 as part of Phase VI.

Owned Development Project Under Construction

At September 30, 2021, we were in process of constructing the remaining phases of the Disney College Program project as summarized in the table below:
University/Market ServedProjectLocationBedsEstimated Project CostTotal Costs IncurredScheduled Completion
Walt Disney World® Resort
Disney College Program Phases VI-VIIIOrlando, FL2,947$172,600 $155,057 Jan, May & Aug 2022
Disney College Program Phases IX-XOrlando, FL2,209122,700 91,371 Jan & May 2023
5,156$295,300 $246,428 

Third-Party Development Services

Through ACC’s TRS entities, we provide development and construction management services for student housing properties owned by colleges and universities, charitable foundations, and others.

As of September 30, 2021, we were under contract on two third-party development projects that are currently under construction and whose fees total $4.3 million.  As of September 30, 2021, fees of approximately $1.2 million remained to be earned by the Company with respect to these projects, which have scheduled completion dates in 2022.

Critical Accounting Policies and Estimates

There have been no material changes to the Company’s critical accounting policies and estimates disclosed in the Company’s Form 10-K for the year ended December 31, 2020. Refer to Note 2 in the accompanying Notes to Consolidated Financial statements contained in Item 1 for information regarding recently adopted accounting standards.
26


Results of Operations

Comparison of the Three Months Ended September 30, 2021 and September 30, 2020

The following table presents our results of operations for the three months ended September 30, 2021 and 2020, including the amount and percentage change in these results between the two periods.
 Three Months Ended
September 30,
  
 20212020Change ($)Change (%)
Revenues    
Owned properties$219,413 $192,332 $27,081 14.1 %
On-campus participating properties6,067 5,386 681 12.6 %
Third-party development services938 2,186 (1,248)(57.1)%
Third-party management services2,459 2,771 (312)(11.3)%
Total revenues228,877 202,675 26,202 12.9 %
Operating expenses    
Owned properties117,176 106,518 10,658 10.0 %
On-campus participating properties4,120 3,783 337 8.9 %
Third-party development and management services4,990 5,061 (71)(1.4)%
General and administrative10,309 8,638 1,671 19.3 %
Depreciation and amortization69,445 67,369 2,076 3.1 %
Ground/facility leases5,502 3,071 2,431 79.2 %
Total operating expenses211,542 194,440 17,102 8.8 %
Operating income17,335 8,235 9,100 110.5 %
Nonoperating income (expenses)    
Interest income387 855 (468)(54.7)%
Interest expense(29,271)(29,056)(215)0.7 %
Amortization of deferred financing costs(1,470)(1,349)(121)9.0 %
Other nonoperating income— 264 (264)(100.0)%
Total nonoperating expenses(30,354)(29,286)(1,068)3.6 %
Loss before income taxes(13,019)(21,051)8,032 (38.2)%
Income tax provision(340)(373)33 (8.8)%
Net loss(13,359)(21,424)8,065 (37.6)%
Net loss attributable to noncontrolling interests1,920 1,909 11 0.6 %
Net loss attributable to ACC, Inc. and Subsidiaries common stockholders$(11,439)$(19,515)$8,076 (41.4)%

Same Store and New Property Operations

We define our same store property portfolio as owned properties that are owned and operating for both of the full years ended December 31, 2021 and December 31, 2020, which are not conducting or planning to conduct substantial development, redevelopment, or repositioning activities, and are not classified as held for sale as of September 30, 2021. It also includes the full operating results of properties owned through joint ventures in which the Company has a controlling financial interest and which are consolidated for financial reporting purposes.

Same store revenues are defined as revenues generated from our same store portfolio and consist of rental revenue earned from student leases as well as other income items such as utility income, damages, parking income, summer conference rent, application and administration fees, income from retail tenants, the provision for uncollectible accounts, and income earned by one of our TRS entities from ancillary activities such as the provision of food services.

27


Same store operating expenses are defined as operating expenses generated from our same store portfolio and include usual and customary expenses incurred to operate a property such as payroll, maintenance, utilities, marketing, general and administrative costs, insurance, and property taxes.  Same store operating expenses also include an allocation of payroll and other administrative costs related to corporate management and oversight.

A reconciliation of our same store, new property and sold/other property operations to our consolidated statements of comprehensive income is set forth below:
 Same Store Properties
New Properties (1)
Sold Properties/Other (2)
Total - All Properties
 Three Months Ended
September 30,
Three Months Ended
September 30,
Three Months Ended
September 30,
Three Months Ended
September 30,
 20212020202120202021202020212020
Number of properties (3)
157 

157 

— — 

159 159 
Number of beds (3)
95,351 95,351 6,140 2,483 — — 101,491 97,834 
Revenues$207,371 $191,149 $12,042 $1,183 $— $— $219,413 $192,332 
Operating expenses$111,618 $104,487 $5,493 $1,849 $65 $182 $117,176 $106,518 
(1)Property count does not include the Walt Disney World® Resort project which is counted as one property under development and consists of ten phases, five of which have been completed, with the remaining phases anticipated to be delivered in 2022 and 2023. New properties number of beds includes the beds for the completed phases of this project.
(2)Does not include the allocation of payroll and other administrative costs related to corporate management and oversight. Includes professional fees related to the operation of consolidated joint ventures that are included in owned properties operating expenses in the consolidated statements of comprehensive income.
(3)Does not include properties that are under construction or undergoing redevelopment.

Same Store Properties:  The increase in revenues from our same store properties was primarily due to an increase in rental rates as well as an increase in average occupancy during the periods being compared, from 84.6% for the three months ended September 30, 2020 to 86.4% for the three months ended September 30, 2021. The increase in revenues is also driven by COVID-19 related concessions provided in 2020 including rent forgiven as a part of our Resident Hardship Program, rent refunds provided to tenants at our on-campus ACE properties and certain off-campus residence halls, and waived fees. Future revenues will be dependent on our ability to maintain our current leases in effect for the 2021/2022 academic year.

The increase in operating expenses for our same store properties was primarily due to the normalization of the Company’s operations in 2021 as compared to the prior year quarter, which was significantly impacted by COVID-19 related shelter-in-place orders. We anticipate that operating expenses for our same store property portfolio for 2021 will increase as compared to 2020 as a result of the reason discussed above.

New Property Operations: Our new properties for the three and nine months ended September 30, 2021 include development properties that completed construction and opened for operations in Fall 2020, as well as five phases at our Disney College Program project which completed construction in 2020 and 2021. These properties are summarized in the table below:
Property LocationUniversity / Market ServedBedsOpening Date / Construction Completed
Disney College Program Phase I (ACE)Orlando, FL
Walt Disney World® Resort
778May 2020
Currie Hall Phase II (ACE)Los Angeles, CAUniv. of Southern California272July 2020
Disney College Program Phase II (ACE)Orlando, FL
Walt Disney World® Resort
849August 2020
Manzanita Square (ACE)San Francisco, CASan Francisco State Univ.584August 2020
Disney College Program Phase III (ACE)Orlando, FL
Walt Disney World® Resort
984January 2021
Disney College Program Phase IV (ACE)Orlando, FL
Walt Disney World® Resort
1,521May 2021
Disney College Program Phase V (ACE)Orlando, FL
Walt Disney World® Resort
1,152July 2021
Total - New Properties6,140

28


On-Campus Participating Properties (“OCPP”) Operations

As of September 30, 2021, we had six on-campus participating properties containing 5,230 beds. Revenues from these properties increased by $0.7 million, from $5.4 million for the three months ended September 30, 2020, to $6.1 million for the three months ended September 30, 2021. The increase is primarily due to an increase in rental rates as well as an increase in other income driven by an increase in summer camp and conference revenue and an increase in fee income. Future revenues will be dependent on our ability to maintain our current leases in effect for the 2021/2022 academic year.

Third-Party Development Services Revenue

Third-party development services revenue decreased by approximately $1.3 million, from $2.2 million during the three months ended September 30, 2020, to $0.9 million for the three months ended September 30, 2021.  The decrease was primarily due to fewer third-party development projects under construction during the three months ended September 30, 2021, as compared to the three months ended September 30, 2020. During the three months ended September 30, 2021 we had three projects under construction with an average contractual fee of $3.7 million, as compared to four projects under construction during the three months ended September 30, 2020 with an average contractual fee of $4.3 million. Development services revenues are dependent on our ability to successfully be awarded such projects, the amount of the contractual fee related to the project and the timing and completion of the development and construction of the project. In addition, to the extent projects are completed under budget, we may be entitled to a portion of such savings, which are recognized as revenue when performance has been agreed upon by all parties, or when performance has been verified by an independent third-party. We anticipate that third-party development services revenue will increase in 2021 as compared to 2020 due to the anticipated closing and commencement of construction during the fourth quarter of 2021 of newly awarded projects and/or projects previously delayed as a result of COVID-19.

General and Administrative

General and administrative expenses increased by approximately $1.7 million, from $8.6 million during the three months ended September 30, 2020, to $10.3 million for the three months ended September 30, 2021. The increase was primarily due to $0.8 million of accelerated amortization of unvested restricted stock awards due to the retirement of the Company’s President in August 2021 recorded during the three months ended September 30, 2021. This increase was also due to additional expenses incurred in connection with enhancements to our operating systems platform, anticipated increases in insurance expense, and other general inflationary factors. We anticipate general and administrative expenses will increase in 2021 as compared to 2020 for the reasons discussed above.

Depreciation and Amortization

Depreciation and amortization increased by approximately $2.0 million, from $67.4 million during the three months ended September 30, 2020, to $69.4 million for the three months ended September 30, 2021.  The increase was primarily due to a $2.6 million increase related to the completion of construction and opening of owned development properties in 2020 and 2021, offset by a $0.5 million decrease at our same store properties due to assets that became fully amortized or depreciated over the last year. We anticipate depreciation and amortization will increase in 2021 as compared to 2020 for the reasons discussed above.

Ground/Facility Leases
 
Ground/facility leases expense increased by approximately $2.4 million, from $3.1 million during the three months ended September 30, 2020, to $5.5 million for the three months ended September 30, 2021. This increase was primarily due to additional expense incurred at our Disney College Program project as a result of the resumption of the Disney College Program in May 2021, as well as increased variable payments at various ACE same store properties and OCPPs due to improved operating performance at the properties, as compared to the prior year which was impacted by COVID-19. We anticipate ground/facility leases expense will increase in 2021 as compared to 2020 for the reasons discussed above.

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Interest Expense

Interest expense increased by approximately $0.2 million, from $29.1 million during the three months ended September 30, 2020, to $29.3 million for the three months ended September 30, 2021. The increase was primarily due to a $1.0 million decrease in capitalized interest, which is based on the timing of completion of our owned development pipeline and a $0.6 million increase in interest expense on our revolving credit facility due to an increase in the average outstanding balance during the comparative three month periods, offset by a decrease in LIBOR rates and a decrease in the spread due to the renewal of the facility in May 2021. These decreases were partially offset by a $1.5 million decrease due to the pay-off of mortgage debt. We anticipate interest expense will increase in 2021 as compared to 2020 due to the factors noted above as well as the issuance of unsecured notes in October 2021 as discussed in Note 15 of the accompanying Notes to the Consolidated Financial Statements contained in Item 1.

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Comparison of the Nine Months Ended September 30, 2021 and September 30, 2020

The following table presents our results of operations for the nine months ended September 30, 2021 and 2020, including the amount and percentage change in these results between the two periods.
 Nine Months Ended
September 30,
 
 20212020Change ($)Change (%)
Revenues    
Owned properties$637,480 $602,631 $34,849 5.8 %
On-campus participating properties20,246 20,196 50 0.2 %
Third-party development services3,763 5,531 (1,768)(32.0)%
Third-party management services8,631 9,268 (637)(6.9)%
Total revenues670,120 637,626 32,494 5.1 %
Operating expenses (income)    
Owned properties306,870 284,741 22,129 7.8 %
On-campus participating properties10,689 10,357 332 3.2 %
Third-party development and management services15,377 16,245 (868)(5.3)%
General and administrative35,563 28,563 7,000 24.5 %
Depreciation and amortization206,303 199,979 6,324 3.2 %
Ground/facility leases12,145 10,033 2,112 21.1 %
Gain from disposition of real estate— (48,525)48,525 (100.0)%
Total operating expenses586,947 501,393 85,554 17.1 %
Operating income83,173 136,233 (53,060)(38.9)%
Nonoperating income (expenses)    
Interest income959 2,576 (1,617)(62.8)%
Interest expense(87,488)(84,007)(3,481)4.1 %
Amortization of deferred financing costs(4,207)(3,891)(316)8.1 %
Loss from extinguishment of debt— (4,827)4,827 (100.0)%
Other nonoperating income157 264 (107)(40.5)%
Total nonoperating expenses(90,579)(89,885)(694)0.8 %
(Loss) income before income taxes(7,406)46,348 (53,754)(116.0)%
Income tax provision(1,021)(1,133)112 (9.9)%
Net (loss) income(8,427)45,215 (53,642)(118.6)%
Net loss attributable to noncontrolling interests3,204 2,781 423 15.2 %
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders$(5,223)$47,996 $(53,219)(110.9)%

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Same Store and New Property Operations

A reconciliation of our same store, new property, and sold/other property operations to our consolidated statements of comprehensive income is set forth below:
 Same Store Properties
New Properties (1)
Sold Properties/
Other (2)
Total - All Properties
 Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
 20212020202120202021202020212020
Number of properties (3)
157 157 — 159 160 
Number of beds (3)
95,351 95,351 6,140 2,483 — 901 101,491 98,735 
Revenues$618,211 $598,461 $19,269 $1,469 $— $2,701 $637,480 $602,631 
Operating expenses$295,591 $280,442 $11,072 $2,999 $207 $1,300 $306,870 $284,741 
(1)Property count does not include the Walt Disney World® Resort project which is counted as one property under development and consists of ten phases, five of which have been completed, with the remaining phases anticipated to be delivered in 2022 and 2023. New properties number of beds includes the beds for the completed phases of this project.
(2)Does not include the allocation of payroll and other administrative costs related to corporate management and oversight. Includes one property sold in 2020 and professional fees related to the operation of consolidated joint ventures that are included in owned properties operating expenses in the consolidated statements of comprehensive income.
(3)Does not include properties that are under construction or undergoing redevelopment.

Same Store Properties:  The increase in same store revenue was primarily driven by an increase in rental rates during the periods being compared, as well as COVID-19 related concessions provided during the nine months ended September 30, 2020, including rent forgiven as a part of our Resident Hardship Program, rent refunds provided to tenants at our on-campus ACE properties and certain off-campus residence halls, and waived fees. This increase was partially offset by a decrease in average occupancy from 88.9% for the nine months ended September 30, 2020, to 86.9% for the nine months ended September 30, 2021 primarily as a result of diminished leasing results for the 2020/2021 academic year due to COVID-19. The increase in operating expenses for our same store properties during the nine months ended September 30, 2021 is due to the same factors that contributed to the increase for the three months ended September 30, 2021.

New Property Operations: Our new properties for the nine months ended September 30, 2021 are summarized in the table of new properties contained in the discussion of our results of operations for the three months ended September 30, 2021 and 2020.

Third-Party Development Services Revenue

Third-party development services revenue decreased by approximately $1.7 million, from $5.5 million during the nine months ended September 30, 2020, to $3.8 million for the nine months ended September 30, 2021.  The decrease was primarily due to fewer third-party development projects under construction during the nine months ended September 30, 2021, as compared to the prior year period. During the nine months ended September 30, 2021 we had three projects under construction with an average contractual fee of $3.7 million, as compared to four projects under construction during the nine months ended September 30, 2020 with an average contractual fee of $4.3 million. This decrease was also due to a $0.3 million decrease in incentive fees earned during the comparable periods related to cost savings for completed development projects.

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Third-Party Management Services Revenue

Third-party management services revenue decreased by approximately $0.7 million, from $9.3 million during the nine months ended September 30, 2020, to $8.6 million for the nine months ended September 30, 2021. The decrease was primarily due to a decrease in reimbursed payroll and other costs related to a decrease in the number of properties managed located near Walt Disney World® Resort. As facilities manager, the Company is responsible for the operations and maintenance of the projects. Because of the Company’s role in funding payroll costs for on-site personnel at the properties, as well as other miscellaneous costs, accounting guidance requires the management fee for this project to be recorded on a gross basis in the Company’s consolidated financial statements. Accordingly, both management services revenue and third-party management services expenses for the nine months ended September 30, 2021 include approximately $1.7 million in such reimbursed costs as compared to approximately $3.0 million during the nine months ended September 30, 2020. This decrease was partially offset by increases due to new management contracts and improved operational performance at managed properties, as compared to the nine months ended September 30, 2020 which was significantly impacted by COVID-19. We anticipate third-party management services revenues will decrease in 2021 as compared to 2020 for the reasons discussed above.

Third-Party Development and Management Services Expenses

Third-party development and management services expenses decreased by approximately $0.8 million, from $16.2 million during the nine months ended September 30, 2020, to $15.4 million for the nine months ended September 30, 2021. The decrease was primarily due to a decrease in payroll and security costs related to the management of properties located near Walt Disney World® Resort (as more fully described above) as well as a decrease in the provision for uncollectible accounts related to accounts receivable from third-party development and management projects. We anticipate third-party development and management services expenses will decrease in 2021 as compared to 2020 for the reasons discussed above.

General and Administrative

General and administrative expenses increased by approximately $7.0 million, from $28.6 million during the nine months ended September 30, 2020, to $35.6 million for the nine months ended September 30, 2021. The increase was primarily due to the following items incurred during the nine months ended September 30, 2021: (i) $2.6 million in accelerated amortization of unvested restricted stock awards due to the retirement of the Company’s President in August 2021; (ii) $0.9 million in consulting, legal, and other related costs incurred in relation to stockholder engagement activities in preparation for the Company’s 2021 annual stockholders’ meeting; (iii) a $0.9 million net increase in litigation settlement expense over the comparative nine month periods; (iv) a $0.6 million increase in compensation expense related to the appointment of three new Board of Directors members in January 2021; (v) additional expenses incurred in connection with enhancements to our operating systems platform; (vi) anticipated increases in insurance expense; and (vii) other general inflationary factors.

Depreciation and Amortization

Depreciation and amortization increased by approximately $6.3 million, from $200.0 million during the nine months ended September 30, 2020, to $206.3 million for the nine months ended September 30, 2021.  The increase was primarily due to a $9.1 million increase related to the completion of construction and opening of owned development properties in 2020 and 2021, offset by the following: (i) a $2.1 million decrease at our same store properties due to assets that became fully amortized or depreciated over the last year; (ii) a $0.5 million decrease in depreciation of corporate assets; and (iii) a $0.2 million decrease related to a property sold in 2020.

Ground/Facility Leases

Ground/facility leases expense increased by approximately $2.1 million, from $10.0 million during the nine months ended September 30, 2020, to $12.1 million for the nine months ended September 30, 2021. The increase was primarily due to the additional expense incurred at our Disney College Program Project as a result of the reinstatement of the Disney College Program in May 2021 and ACE development projects that completed construction in 2020.

Gain from Disposition of Real Estate

During the nine months ended September 30, 2020, we sold one owned property containing 901 beds, resulting in a net gain from disposition of real estate of approximately $48.5 million. Refer to Note 5 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1.
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Interest Income

Interest income decreased by approximately $1.6 million, from $2.6 million during the nine months ended September 30, 2020, to $1.0 million for the nine months ended September 30, 2021. The decrease was primarily due to the early repayment of a note receivable in October 2020. We anticipate interest income will decrease in 2021 as compared to 2020 due to this note receivable repayment.

Interest Expense

Interest expense increased by approximately $3.5 million, from $84.0 million during the nine months ended September 30, 2020, to $87.5 million for the nine months ended September 30, 2021. The increase was primarily due to $6.7 million of additional interest incurred related to our offerings of unsecured notes in January 2020 and June 2020, which is net of a reduction in interest expense related to the early repayment of unsecured notes in January 2020 that were originally scheduled to mature in October 2020, as well as a $2.7 million decrease in capitalized interest, which is based on the timing of completion of our owned development pipeline. These items were offset by: (i) a $3.1 million decrease due to the pay-off of mortgage debt; (ii) a $2.5 million decrease in interest expense on our revolving credit facility due to a decrease in LIBOR rates and a decrease in the spread, which changed from 1.0% to 0.85% as a part of the renewal of the facility in May 2021; and (iii) a $0.5 million decrease at one OCPP due to the refinance of the mortgage loan on the property that was swapped to a fixed rate, as well as scheduled principal payments on OCPP debt.

Loss from Extinguishment of Debt

During the nine months ended September 30, 2020, we recognized a $4.8 million loss on the extinguishment of debt related to the early redemption of our $400 million 3.35% Senior Notes due October 2020. The redemption was funded using net proceeds from the Operating Partnership’s closing of a $400 million offering of senior unsecured notes under its existing shelf registration in January 2020.

34


Liquidity and Capital Resources

Cash Balances and Cash Flows
 
As of September 30, 2021, we had $62.2 million in cash, cash equivalents, and restricted cash, as compared to $74.0 million as of December 31, 2020.  Restricted cash primarily consists of escrow accounts held by lenders, resident security deposits as required by law in certain states, and funds held in escrow in connection with potential acquisition and development opportunities.  The following discussion relates to changes in cash, cash equivalents, and restricted cash due to operating, investing, and financing activities, which are presented in our consolidated statements of cash flows included in Item 1.
 
Operating Activities: For the nine months ended September 30, 2021, net cash provided by operating activities was approximately $220.6 million, as compared to approximately $244.3 million for the nine months ended September 30, 2020, a decrease of $23.7 million.  This decrease was primarily due to the following: (i) increases in insurance related receivables as well as receivables due to contractual arrangements with universities to partially reimburse the Company over time for lost revenues as a result of rent abatements provided to tenants experiencing financial hardship due to COVID-19; (ii) decreases in other liabilities due to the timing of payments from universities under master lease agreements as well as the timing of accrued interest payments related to unsecured notes issued in January and June 2020; and (iii) decreased net operating income due to the disposition of an owned property in 2020. These decreases were partially offset by the following: (i) improved operating results at our same store properties during the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020 due to COVID-19 related financial impacts occurring in the prior year; (ii) cash flows from the commencement of occupancy at two owned development properties completed in 2020; and (iii) the recommencement of the Disney College Program in 2021.

Investing Activities: Investing activities utilized $200.3 million and $169.7 million for the nine months ended September 30, 2021 and 2020, respectively. The $30.6 million increase in cash utilized in investing activities was primarily a result of $146.1 million in proceeds from the disposition of one property during the nine months ended September 30, 2020, as compared to no dispositions of properties during the nine months ended September 30, 2021, which was partially offset by a $116.5 million decrease in cash used to fund the construction of our owned development properties.

Financing Activities: For the nine months ended September 30, 2021, net cash used by financing activities totaled $32.0 million, as compared to net cash utilized by financing activities of $87.9 million for the nine months ended September 30, 2020. The $55.9 million decrease in cash utilized by financing activities was primarily a result of the following: (i) a $77.2 million decrease due to cash paid to purchase the remaining ownership interest in two properties held in a joint venture during the nine months ended September 30, 2020, as compared to no such purchase during the nine months ended September 30, 2021 and (ii) $58.9 million in net proceeds from the sale of common stock during the nine months ended September 30, 2021. These decreases in cash utilized by financing activities were offset by the following: (i) a $40.3 million increase in pay-offs of mortgage loans during the nine months ended September 30, 2021 as compared to the prior year period; (ii) a $35.1 million decrease in net borrowings of unsecured debt; and (iii) a $5.4 million decrease in contributions from noncontrolling partners due to a new joint venture agreement executed by the Company during the nine months ended September 30, 2020 as discussed in Note 4 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1.

Liquidity Needs, Sources, and Uses of Capital

In May 2021, the Company renewed its $1.0 billion Credit Facility. The Credit Facility now matures in May 2025 and demonstrates the Company’s commitment to Environmental, Social and Governance (“ESG”) practices with sustainability-linked pricing, whereby the borrowing rate improves if the Company meets certain ESG performance targets. The Credit Facility also includes two 6-month extension options and an accordion feature that allows the Company to expand the Credit Facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Borrowing rates float at a margin over LIBOR plus an annual facility fee with spreads reflecting current market terms, which are more favorable than those contained in the prior facility. Both the margin and the facility fee are priced on a grid that is tied to the Company’s credit rating. Based on the Company’s current Baa2/BBB rating, the annual facility fee is 20 basis points and the LIBOR margin is 85 basis points, a reduction of 15 basis points from previous pricing levels. Refer to Note 7 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1 for additional information.

35


During the nine months ended September 30, 2021, the Company sold 1,216,600 shares of common stock under the ATM program at a weighted average price of $49.05 per share, for net proceeds of approximately $58.9 million. The proceeds were primarily used to repay borrowings on the Company’s Credit Facility. As of September 30, 2021, total gross proceeds of $59.7 million have been raised under the Company’s current ATM program, leaving approximately $440.3 million of capacity. Refer to Note 8 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1 for additional information.

In October 2021, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These seven-year notes were issued at 99.928% of par value with a coupon of 2.250% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on January 15 and July 15, with the first payment due and payable on January 15, 2022. The notes will mature on January 15, 2029. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.4 million. The Company used the proceeds to repay borrowings under its Credit Facility.

As of September 30, 2021, our short-term liquidity needs included, but were not limited to, the following: (i) potential distribution payments to our common and restricted stockholders totaling approximately $263.7 million assuming no change from the Company’s most recent quarterly distribution of $0.47 per share and the number of our shares outstanding as of September 30, 2021; (ii) potential distribution payments to our Operating Partnership unitholders totaling approximately $0.9 million assuming no change from the Operating Partnership’s most recent quarterly distribution of $0.47 per unit and the number of units outstanding as of September 30, 2021 and a cumulative preferential per annum cash distribution rate of 5.99% on our Preferred OP Units based on the number of units outstanding as of September 30, 2021; (iii) estimated development costs over the next 12 months totaling approximately $41.2 million for our owned property currently under construction; (iv) the pay-off of approximately $25.4 million of outstanding fixed rate mortgage debt scheduled to mature in the next 12 months; (v) potential future developments, property, or land acquisitions; and (vi) recurring capital expenditures. We plan to refinance, renew, or extend our $200 million Term Loan prior to its maturity in June 2022.

We expect to meet our short-term liquidity requirements by: (i) utilizing current cash on hand and net cash provided by operations; (ii) borrowing under our existing Credit Facility, which had availability of $423.0 million as of September 30, 2021; (iii) accessing the unsecured bond market; (iv) exercising debt extension options to the extent they are available; (v) issuing securities, including common stock, under our ATM Equity Program discussed more fully in Note 8 in the accompanying Notes to Consolidated Financial Statements contained in Item 1, or otherwise; and (vi) potentially disposing of properties and/or selling ownership interests in existing properties through joint venture arrangements, depending on market conditions. Our ability to obtain additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the real estate industry, our credit ratings and credit capacity, as well as the perception of lenders regarding our long or short-term financial prospects.

We may seek additional funds to undertake initiatives not contemplated by our business plan or to obtain additional cushion against possible shortfalls. We also may pursue additional financing as opportunities arise. Future financings may include a range of different sizes or types of financing, including the incurrence of additional secured debt and the sale of additional debt or equity securities. These funds may not be available on favorable terms or at all. Our ability to obtain additional financing depends on several factors, including future market conditions, our success or lack of success in penetrating our markets, our future creditworthiness, and restrictions contained in agreements with our investors or lenders, including the restrictions contained in the agreements governing our unsecured credit facility and unsecured notes. These financings could increase our level of indebtedness or result in dilution to our equity holders.

Distributions

We are required to distribute 90% of our REIT taxable income (excluding capital gains) on an annual basis in order to qualify as a REIT for federal income tax purposes.  Distributions to common stockholders are at the discretion of the Board of Directors. We may use borrowings under our unsecured revolving credit facility to fund distributions.  The Board of Directors considers a number of factors when determining distribution levels, including market factors and our Company’s performance in addition to REIT requirements.

On November 3, 2021, our Board of Directors declared a distribution per share of $0.47, which will be paid on November 26, 2021 to all common stockholders of record as of November 15, 2021.

36


Indebtedness

The amounts below exclude net unamortized debt premiums and discounts related to mortgage loans assumed in connection with property acquisitions, original issue discounts (“OIDs”), and deferred financing costs (see Note 7 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1). A summary of our consolidated indebtedness as of September 30, 2021 is as follows:
Amount% of Total
Weighted Average Rates (1)
Weighted Average Maturities
Secured$562,955 15.1 %4.1 %6.5 Years
Unsecured3,177,000 84.9 %3.1 %4.8 Years
Total consolidated debt$3,739,955 100.0 %3.2 %5.1 Years
Fixed rate debt
Secured
Project-based taxable bonds$14,695 0.4 %7.5 %3.4 Years
Mortgage547,042 14.6 %4.0 %6.6 Years
Unsecured
April 2013 Notes400,000 10.7 %3.8 %1.5 Years
June 2014 Notes400,000 10.7 %4.1 %2.8 Years
October 2017 Notes400,000 10.7 %3.6 %6.1 Years
June 2019 Notes400,000 10.7 %3.3 %4.8 Years
January 2020 Notes400,000 10.7 %2.9 %8.3 Years
June 2020 Notes400,000 10.7 %3.9 %9.3 Years
Term loan200,000 5.3 %2.5 %0.7 Years
Total - fixed rate debt3,161,737 84.5 %3.6 %5.4 Years
Variable rate debt
Secured mortgage1,218 0.1 %2.6 %23.8 Years
Unsecured revolving credit facility577,000 15.4 %1.1 %3.6 Years
Total - variable rate debt578,218 15.5 %1.1 %3.7 Years
Total consolidated debt$3,739,955 100.0 %3.2 %5.1 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.

Supplemental Guarantor Information

Effective January 4, 2021, the Securities and Exchange Commission (SEC) adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The Company adopted the new rules on January 4, 2021 which permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

American Campus Communities Operating Partnership, LP (the “Subsidiary Issuer") has issued the unsecured notes described in the Unsecured Notes section of Note 7 in the accompanying Notes to Consolidated Financial Statements contained in Item 1. The unsecured notes are fully and unconditionally guaranteed by the Company, and the Subsidiary Issuer is 99.6% owned, directly or indirectly, by the Company. The guarantees are direct senior unsecured obligations of the Company and rank equally in right of payment with all other senior unsecured indebtedness of the Company from time to time outstanding.
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Furthermore, the Company’s guarantees will be effectively subordinated in right of payment to all liabilities, whether secured or unsecured, and any preferred equity of its subsidiaries (including the Operating Partnership and any entity the Company accounts for under the equity method of accounting). In addition, under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the guarantee provided by the Company, could be voided, and payment thereon could be required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor, under certain circumstances.

The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined.  In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of September 30, 2021, the Operating Partnership was in compliance with all such covenants.

Funds From Operations (“FFO”)

The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income or loss attributable to common shares computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses from depreciable operating property sales, impairment charges and real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  We present FFO because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.  FFO excludes GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time.  Historically, however, real estate values have risen or fallen with market conditions.  We therefore believe that FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, among other items, providing perspective not immediately apparent from net income.  We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its December 2018 White Paper, which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs.
 
We also believe it is meaningful to present a measure we refer to as FFO-Modified (“FFOM”), which reflects certain adjustments related to the economic performance of our on-campus participating properties, and other items, as we determine in good faith, that do not reflect our core operations on a comparative basis. Under our participating ground leases, we and the participating university systems each receive 50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (which includes significant amounts towards repayment of principal), and capital expenditures.  A substantial portion of our revenues attributable to these properties is reflective of cash that is required to be used for capital expenditures and for the amortization of applicable property indebtedness. These amounts do not increase our economic interest in these properties or otherwise benefit us since our interest in the properties terminates upon the repayment of the applicable property indebtedness.  Therefore, unlike the ownership of our owned properties, the unique features of our ownership interest in our on-campus participating properties cause the value of these properties to diminish over time.  For example, since the ground/facility leases under which we operate the participating properties require the reinvestment from operations of specified amounts for capital expenditures and for the repayment of debt while our interest in these properties terminates upon the repayment of the debt, such capital expenditures do not increase the value of the property to us and mortgage debt amortization only increases the equity of the ground lessor. Accordingly, we believe it is meaningful to modify FFO to exclude the operations of our on-campus participating properties and to consider their impact on our performance by including only that portion of our revenues from those properties that are reflective of our share of net cash flow and the management fees that we receive, both of which increase and decrease with the operating performance of the properties.  This narrower measure of performance measures our profitability for these properties in a manner that is similar to the measure of our profitability from our third-party services business where we similarly incur no initial or ongoing capital investment in a property and derive only consequential benefits from capital expenditures and debt amortization. We believe, however, that this narrower measure of performance is inappropriate in traditional real estate ownership structures where debt amortization and capital expenditures enhance the property owner’s long-term profitability from its investment.

Our FFOM may have limitations as an analytical tool because it reflects the contractual calculation of net cash flow from our on-campus participating properties, which is unique to us and is different from that of our owned off-campus properties.  Companies that are considered to be in our industry may not have similar ownership structures; and therefore, those companies may not calculate FFOM in the same manner that we do, or at all, limiting its usefulness as a comparative measure. We compensate for these limitations by relying primarily on our GAAP and FFO results and using FFOM only supplementally.  Further, FFO and FFOM do not represent amounts available for management’s discretionary use because of
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needed capital replacement or expansion, debt service obligations or other commitments and uncertainties.  FFO and FFOM should not be considered as alternatives to net income or loss computed in accordance with GAAP as an indicator of our financial performance, or to cash flow from operating activities computed in accordance with GAAP as an indicator of our liquidity, nor are these measures indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of our net income attributable to common stockholders to FFO and FFOM:
Three Months Ended
September 30,
Nine Months Ended
September 30,
 2021202020212020
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders$(11,439)$(19,515)$(5,223)$47,996 
Noncontrolling interests' share of net loss(1,920)(1,909)(3,204)(2,781)
Joint Venture ("JV") partners' share of FFO
JV partners' share of net loss1,896 1,857 3,230 2,987 
JV partners' share of depreciation and amortization(1,903)(1,944)(5,697)(5,836)
(7)(87)(2,467)(2,849)
Gain from disposition of real estate— — — (48,525)
Total depreciation and amortization69,445 67,369 206,303 199,979 
Corporate depreciation (1)
(699)(858)(2,154)(2,632)
FFO attributable to common stockholders and OP unitholders55,380 45,000 193,255 191,188 
Elimination of operations of OCPPs    
Net loss (income) from OCPPs1,458 1,294 (361)(206)
Amortization of investment in OCPPs(1,969)(1,883)(6,050)(5,965)
 54,869 44,411 186,844 185,017 
Modifications to reflect operational performance of OCPPs    
Our share of net cash flow (2)
961 518 1,634 1,632 
Management fees and other333 319 1,135 1,146 
Contribution from OCPPs1,294 837 2,769 2,778 
Elimination of loss from extinguishment of debt (3)
— — — 4,827 
Executive retirement charges (4)
751 — 2,588 — 
Elimination of litigation settlement expense (5)
— — 2,033 1,100 
Stockholder engagement and other proxy advisory costs (6)
— — 914 — 
FFOM attributable to common stockholders and OP unitholders$56,914 $45,248 $195,148 $193,722 
FFO per share - diluted$0.39 $0.32 $1.38 $1.37 
FFOM per share - diluted$0.40 $0.32 $1.39 $1.39 
Weighted-average common shares outstanding - diluted140,747,950 139,235,064 140,015,436 139,182,430 
(1)Represents depreciation on corporate assets not added back for purposes of calculating FFO.
(2)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.
(3)The nine months ended September 30, 2020 amount represents the loss associated with the January 2020 redemption of the Company's $400 million 3.35% Senior Notes originally scheduled to mature in October 2020.
(4)Represents accelerated amortization of unvested restricted stock awards due to the retirement of the Company's President in August 2021.
(5)Represents expenses associated with settlements of litigation matters that are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income.
(6)Represents consulting, legal, and other related costs incurred in relation to stockholder engagement activities in preparation for the Company’s 2021 annual stockholders' meeting.

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Inflation

Our student leases do not typically provide for rent escalations. However, they typically do not have terms that extend beyond 12 months. Accordingly, although on a short term basis we would be required to bear the impact of rising costs resulting from inflation, we have the opportunity to raise rental rates at least annually to offset such rising costs. However, a weak economic environment or declining student enrollment at our principal universities may limit our ability to raise rental rates.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s market risk has not changed materially from what was disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4.  Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a-15(b), we have carried out an evaluation, under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the quarter covered by this report were effective at the reasonable assurance level.

(b)Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION
 
Item 1.  Legal Proceedings

We are subject to various claims, lawsuits and legal proceedings that arise in the ordinary course of business.  While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or our results of operations.

Refer to the Litigation section of Note 13 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional discussion.

Item 1A.  Risk Factors

There have been no material changes to the risk factors that were discussed in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.
 
Item 3.  Defaults Upon Senior Securities
 
None.
 
Item 4.  Mine Safety Disclosures

Not applicable.
 
Item 5.  Other Information

None.

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Item 6.  Exhibits
 
Exhibit Number Description of Document
Form of American Campus Communities Operating Partnership LP 2.250% Senior Note due 2029.
*List of Subsidiary Issuer Guarantees
*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, 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.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Filed herewith.
 


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated:November 4, 2021
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
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