Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-32265 | |
Entity Registrant Name | AMERICAN CAMPUS COMMUNITIES, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 76-0753089 | |
Entity Address, Address Line One | 12700 Hill Country Blvd. | |
Entity Address, Address Line Two | Suite T-200 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 732-1000 | |
Title of 12(b) Security | Common stock, par value $.01 per share | |
Trading Symbol | ACC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding (in shares) | 139,483,032 | |
Entity Central Index Key | 0001283630 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investments in real estate | ||
Investments in real estate, net | $ 6,701,172 | $ 6,742,370 |
Cash and cash equivalents | 87,656 | 120,351 |
Restricted cash | 16,988 | 14,326 |
Student contracts receivable, net | 20,476 | 14,187 |
Operating lease right of use assets | 455,627 | 456,239 |
Other assets | 214,329 | 227,113 |
Total assets | 7,496,248 | 7,574,586 |
Liabilities | ||
Secured mortgage and bond debt, net | 534,735 | 535,836 |
Accounts payable and accrued expenses | 57,277 | 93,067 |
Operating lease liabilities | 498,897 | 496,821 |
Other liabilities | 152,202 | 173,898 |
Total liabilities | 4,218,002 | 4,273,301 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interests | 31,193 | 31,858 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity | ||
Common stock, $0.01 par value, 800,000,000 shares authorized, 139,293,193 and 139,064,213 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1,393 | 1,391 |
Additional paid in capital | 4,693,018 | 4,694,242 |
Common stock held in rabbi trust, 90,223 and 92,700 shares at March 31, 2022 and December 31, 2021, respectively | (3,887) | (3,943) |
Accumulated earnings and dividends | (1,586,700) | (1,559,765) |
Accumulated other comprehensive loss | (9,830) | (14,547) |
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity | 3,093,994 | 3,117,378 |
Noncontrolling interests – partially owned properties | 153,059 | 152,049 |
Total equity | 3,247,053 | 3,269,427 |
Total liabilities and equity | 7,496,248 | 7,574,586 |
Unsecured notes, net | ||
Liabilities | ||
Unsecured debt | 2,774,979 | 2,773,855 |
Unsecured term loan, net | ||
Liabilities | ||
Unsecured debt | 199,912 | 199,824 |
Unsecured revolving credit facility | ||
Liabilities | ||
Unsecured debt | 0 | 0 |
Owned properties, net | ||
Investments in real estate | ||
Investments in real estate, net | 6,637,363 | 6,676,811 |
On-campus participating properties, net | ||
Investments in real estate | ||
Investments in real estate, net | $ 63,809 | $ 65,559 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares issued (in shares) | 139,293,193 | 139,064,213 |
Common stock, shares outstanding (in shares) | 139,293,193 | 139,064,213 |
Number of shares in deferred compensation plan (in shares) | 90,223 | 92,700 |
Assets | $ 7,496,248 | $ 7,574,586 |
Liabilities | 4,218,002 | 4,273,301 |
Variable Interest Entity, Primary Beneficiary | Investments in real estate, net | ||
Assets | 810,794 | 819,795 |
Variable Interest Entity, Primary Beneficiary | Cash, cash equivalents, and restricted cash | ||
Assets | 50,149 | 46,234 |
Variable Interest Entity, Primary Beneficiary | Other assets | ||
Assets | 22,464 | 23,743 |
Variable Interest Entity, Primary Beneficiary | Secured mortgage debt, net | ||
Liabilities | 404,128 | 404,790 |
Variable Interest Entity, Primary Beneficiary | Accounts payable, accrued expenses, and other liabilities | ||
Liabilities | $ 40,936 | $ 52,407 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Total revenues | $ 273,746 | $ 232,722 |
Operating expenses | ||
Third-party development and management services | 5,154 | 5,387 |
General and administrative | 10,298 | 11,128 |
Depreciation and amortization | 70,552 | 68,117 |
Ground/facility leases | 6,138 | 3,208 |
Other operating expenses | 0 | 1,200 |
Total operating expenses | 199,751 | 186,321 |
Operating income | 73,995 | 46,401 |
Nonoperating income (expenses) | ||
Interest income | 560 | 220 |
Interest expense | (30,061) | (28,977) |
Amortization of deferred financing costs | (1,614) | (1,319) |
Other nonoperating income | 180 | 0 |
Total nonoperating expenses | (30,935) | (30,076) |
Income before income taxes | 43,060 | 16,325 |
Income tax provision | (340) | (340) |
Net income | 42,720 | 15,985 |
Net income attributable to noncontrolling interests | (3,537) | (367) |
Net income attributable to ACC, Inc. and Subsidiaries common stockholders | 39,183 | 15,618 |
Other comprehensive income | ||
Change in fair value of interest rate swaps and other | 4,717 | 2,518 |
Comprehensive income | $ 43,900 | $ 18,136 |
Net income per share attributable to ACC, Inc. and Subsidiaries common stockholders | ||
Basic (in dollars per share) | $ 0.28 | $ 0.11 |
Diluted (in dollars per share) | $ 0.27 | $ 0.11 |
Weighted-average common shares outstanding | ||
Basic (in shares) | 139,237,447 | 137,711,965 |
Diluted (in shares) | 140,536,609 | 139,008,642 |
Third-party development services | ||
Revenues | ||
Contract with customer, revenue | $ 6,882 | $ 1,959 |
Third-party management services | ||
Revenues | ||
Contract with customer, revenue | 3,122 | 3,361 |
Owned properties | ||
Revenues | ||
Revenues | 253,048 | 218,444 |
Operating expenses | ||
Properties expenses | 103,608 | 93,991 |
On-campus participating properties | ||
Revenues | ||
Revenues | 10,694 | 8,958 |
Operating expenses | ||
Properties expenses | $ 4,001 | $ 3,290 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Shares | Additional Paid in Capital | Common Shares Held in Rabbi Trust | Accumulated Earnings and Dividends | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests – Partially Owned PropertiesNoncontrolling Interests – Partially Owned Properties |
Equity, Beginning (in shares) at Dec. 31, 2020 | 137,540,345 | ||||||
Equity, Beginning at Dec. 31, 2020 | $ 3,156,537 | $ 1,375 | $ 4,472,170 | $ (3,951) | $ (1,332,689) | $ (22,777) | $ 42,409 |
Equity, Beginning (in shares) at Dec. 31, 2020 | 91,746 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (354) | (354) | |||||
Amortization of restricted stock awards and vesting of restricted stock units (in shares) | 9,054 | ||||||
Amortization of restricted stock awards and vesting of restricted stock units | 5,148 | 5,148 | |||||
Vesting of restricted stock awards (in shares) | 224,647 | ||||||
Vesting of restricted stock awards | (4,469) | $ 3 | (4,472) | ||||
Distributions to common and restricted stockholders | (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 (withdrawals from) to deferred compensation plan, net of withdrawals (deposits) (in shares) | (10,115) | 10,115 | |||||
Deposits (withdrawals from) to deferred compensation plan, net of withdrawals (deposits) | 0 | 375 | $ (375) | ||||
Net income | 15,918 | 15,618 | 300 | ||||
Equity, Ending (in shares) at Mar. 31, 2021 | 137,763,931 | ||||||
Equity, Ending at Mar. 31, 2021 | 3,108,739 | $ 1,378 | 4,472,867 | $ (4,326) | (1,382,492) | (20,259) | 41,571 |
Equity, Ending (in shares) at Mar. 31, 2021 | 101,861 | ||||||
Equity, Beginning (in shares) at Dec. 31, 2021 | 139,064,213 | ||||||
Equity, Beginning at Dec. 31, 2021 | $ 3,269,427 | $ 1,391 | 4,694,242 | $ (3,943) | (1,559,765) | (14,547) | 152,049 |
Equity, Beginning (in shares) at Dec. 31, 2021 | 92,700 | 92,700 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | $ 577 | 577 | |||||
Amortization of restricted stock awards and vesting of restricted stock units | 4,294 | 4,294 | |||||
Vesting of restricted stock awards (in shares) | 226,503 | ||||||
Vesting of restricted stock awards | (6,037) | $ 2 | (6,039) | ||||
Distributions to common and restricted stockholders | (66,118) | (66,118) | |||||
Distributions to noncontrolling interests - partially owned properties | (2,381) | (2,381) | |||||
Change in fair value of interest rate swaps and other | 4,717 | 4,717 | |||||
Deposits (withdrawals from) to deferred compensation plan, net of withdrawals (deposits) (in shares) | 2,477 | (2,477) | |||||
Deposits (withdrawals from) to deferred compensation plan, net of withdrawals (deposits) | 0 | (56) | $ 56 | ||||
Net income | 42,574 | 39,183 | 3,391 | ||||
Equity, Ending (in shares) at Mar. 31, 2022 | 139,293,193 | ||||||
Equity, Ending at Mar. 31, 2022 | $ 3,247,053 | $ 1,393 | $ 4,693,018 | $ (3,887) | $ (1,586,700) | $ (9,830) | $ 153,059 |
Equity, Ending (in shares) at Mar. 31, 2022 | 90,223 | 90,223 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Distributions to common and restricted stockholders and other (in dollars per share) | $ 0.47 | $ 0.47 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
Operating activities | ||
Net income | $ 42,720 | $ 15,985 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Gain from insurance settlement | (180) | 0 |
Depreciation and amortization | 70,552 | 68,117 |
Amortization of deferred financing costs and debt premiums/discounts | 1,775 | 1,107 |
Share-based compensation | 4,294 | 5,148 |
Income tax provision | 340 | 340 |
Amortization of interest rate swap terminations | 426 | 426 |
Changes in operating assets and liabilities | ||
Student contracts receivable, net | (6,289) | (2,552) |
Other assets | 12,693 | (3,479) |
Accounts payable and accrued expenses | (36,130) | (27,178) |
Other liabilities | (16,787) | (8,100) |
Net cash provided by operating activities | 73,414 | 49,814 |
Investing activities | ||
Other investing activities | 3,359 | 319 |
Net cash used in investing activities | (27,557) | (66,575) |
Financing activities | ||
Pay-off of mortgage loans | 0 | (10,295) |
Proceeds from revolving credit facility | 0 | 205,300 |
Paydowns of revolving credit facility | 0 | (113,900) |
Scheduled principal payments on debt | (1,120) | (1,588) |
Debt issuance costs | 0 | (237) |
Taxes paid on net-share settlements | (6,037) | (4,469) |
Distributions paid to common and restricted stockholders | (66,118) | (65,421) |
Distributions paid to noncontrolling interests | (2,615) | (1,372) |
Net cash (used in) provided by financing activities | (75,890) | 8,018 |
Net change in cash, cash equivalents, and restricted cash | (30,033) | (8,743) |
Cash, cash equivalents, and restricted cash at beginning of period | 134,677 | 73,972 |
Cash, cash equivalents, and restricted cash at end of period | 104,644 | 65,229 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 87,656 | 41,111 |
Restricted cash | 16,988 | 24,118 |
Total cash, cash equivalents, and restricted cash at end of period | 104,644 | 65,229 |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued development costs and capital expenditures | 12,287 | 18,131 |
Change in fair value of redeemable noncontrolling interest | 577 | (354) |
Supplemental disclosure of cash flow information | ||
Interest paid, net of amounts capitalized | 37,179 | 38,437 |
Owned properties | ||
Investing activities | ||
Capital expenditures | (10,252) | (9,329) |
Owned properties under development | ||
Investing activities | ||
Capital expenditures | $ (20,664) | $ (57,565) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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 previously announced, on April 18, 2022, the Company and the Operating Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with Abacus Parent LLC (“Parent”), Abacus Merger Sub I LLC (“Merger Sub I”), and Abacus Merger Sub II LLC (“Merger Sub II”). Parent, Merger Sub I, and Merger Sub II are affiliates of Blackstone Core+ perpetual capital vehicles, primarily comprised of Blackstone Real Estate Income Trust, Inc. and Blackstone Property Partners. Pursuant to the Merger Agreement, Merger Sub II will merge with and into the Operating Partnership (the “Partnership Merger”), with the Operating Partnership being the surviving entity, and immediately following the consummation of the Partnership Merger, the Company shall merge with and into Merger Sub I (the “Company Merger”), with Merger Sub I being the surviving entity. Pursuant to the Merger Agreement, the outstanding shares of common stock of the Company will be acquired for $65.47 per share (the “Merger Consideration”) in an all-cash transaction. During the term of the Merger Agreement, the Company may not pay dividends except as necessary to preserve its tax status as a REIT, and any such dividends would result in an offsetting decrease to the Merger Consideration. The Company Merger, Partnership Merger, and the other transactions contemplated by the Merger Agreement (the “Merger Transactions”) are subject to customary closing conditions, including approval by the Company’s common stockholders. The Merger Transactions are expected to close during the third quarter of 2022. The Company can provide no assurances regarding whether the Merger Transactions will close as expected during the third quarter of 2022 or at all. The Board of Directors of the Company has unanimously approved the Merger Agreement, and has recommended approval of the merger, and the other transactions contemplated by the Merger Agreement, by the Company’s stockholders. As of March 31, 2022, 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 six on-campus participating properties (“OCPPs”) operated under ground/facility leases with the related university systems. Of the 166 properties, four of 10 phases at one property were under development as of March 31, 2022, and when completed will consist of a total of approximately 3,700 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 March 31, 2022, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 36 properties that represented approximately 28,400 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 March 31, 2022, the Company’s total owned and third-party managed portfolio included 202 properties with approximately 140,300 beds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. 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 elected to apply the contract modification expedient to contracts affected by reference rate reform. This expedient allows the Company to treat contract modifications related to reference rate reform as a modification without additional analysis, as long as there are no changes to contractual cash flows as a result of the modification. 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 Update Effective Date 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 On January 1, 2022, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" • ASU 2021-05 “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments” 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, 2021. Prior Year Reclassifications Certain prior period amounts were reclassified to conform to current presentation, which include: • Litigation settlement expenses previously reported in the general and administrative expenses line item on the statements of comprehensive income were reclassified for all applicable periods to the other operating expenses line item in the accompanying consolidated statements of comprehensive income. 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 months ended March 31, 2022 and 2021, the Company received rent concessions in the form of ground rent abatements at one ACE property related to the initial suspension of the Disney College Internship Program due to the effects of the novel coronavirus disease pandemic (“COVID-19”). The abatements allow for variable ground rent payments in lieu of fixed ground rent payments until the occupancy for the project, which is currently being developed, is stabilized. These concessions are 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 March 31, 2022 2021 Ground rent abatements $ 2,717 $ 1,131 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. 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 March 31, 2022 2021 Student lease income $ 248,118 $ 213,854 Commercial lease income $ 3,265 $ 2,945 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, seven joint ventures that own a total of 13 operating properties and two land parcels, and six properties owned under the on-campus participating property (“OCPP”) structure. 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 March 31, 2022. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 months ended March 31, 2022 and 2021, 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 2022 2021 Common OP Units (Note 7) 468,475 468,475 Preferred OP Units (Note 7) 35,242 35,242 Total potentially dilutive securities 503,717 503,717 The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended 2022 2021 Numerator – basic and diluted earnings per share Net income $ 42,720 $ 15,985 Net income attributable to noncontrolling interests (3,537) (367) Net income attributable to ACC, Inc. and Subsidiaries common stockholders 39,183 15,618 Amount allocated to participating securities (714) (734) Net income attributable to ACC, Inc. and Subsidiaries common stockholders $ 38,469 $ 14,884 Denominator Basic weighted average common shares outstanding 139,237,447 137,711,965 Unvested restricted stock awards (Note 8) 1,299,162 1,296,677 Diluted weighted average common shares outstanding 140,536,609 139,008,642 Earnings per share Net income attributable to common stockholders - basic $ 0.28 $ 0.11 Net income attributable to common stockholders - diluted $ 0.27 $ 0.11 |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in Real Estate Owned Properties Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: March 31, 2022 December 31, 2021 Land $ 678,254 $ 678,254 Buildings and improvements 7,295,097 7,241,918 Furniture, fixtures, and equipment 431,163 425,469 Construction in progress 211,558 242,566 8,616,072 8,588,207 Less accumulated depreciation (1,978,709) (1,911,396) Owned properties, net $ 6,637,363 $ 6,676,811 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 $1.6 million and $2.5 million was capitalized during the three months ended March 31, 2022 and 2021, respectively. On-Campus Participating Properties (OCPPs) Our OCPP segment includes six on-campus properties that are operated under long-term ground/facility leases with three 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: March 31, 2022 December 31, 2021 Buildings and improvements $ 160,476 $ 160,275 Furniture, fixtures, and equipment 14,315 14,213 Construction in progress — 60 174,791 174,548 Less accumulated depreciation (110,982) (108,989) On-campus participating properties, net $ 63,809 $ 65,559 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: March 31, 2022 December 31, 2021 Debt secured by owned properties Mortgage loans payable Unpaid principal balance $ 460,404 $ 460,825 Unamortized deferred financing costs (562) (596) Unamortized debt premiums 490 540 Unamortized debt discounts (91) (103) 460,241 460,666 Debt secured by OCPPs Mortgage loans payable (1) 60,288 60,986 Bonds payable (1) 14,695 14,695 Unamortized deferred financing costs (489) (511) 74,494 75,170 Total secured mortgage and bond debt, net 534,735 535,836 Unsecured notes, net of unamortized OID and deferred financing costs (2) 2,774,979 2,773,855 Unsecured term loan, net of unamortized deferred financing costs (3) 199,912 199,824 Unsecured revolving credit facility — — Total debt, net $ 3,509,626 $ 3,509,515 (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 $5.1 million and $5.3 million at March 31, 2022 and December 31, 2021, respectively, and net unamortized deferred financing costs of $19.9 million and $20.8 million at March 31, 2022 and December 31, 2021, respectively. (3) Includes net unamortized deferred financing costs of $0.1 million and $0.2 million at March 31, 2022 and December 31, 2021, respectively. We are subject to various restrictions under the Merger Agreement on issuing and assuming additional debt and utilizing our revolving credit facility. Mortgage Loans Payable In March 2021, the Company paid off approximately $10.3 million of fixed rate mortgage debt secured by one owned property. 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 two interest rate swap agreements to convert the refinanced mortgage loan to a fixed rate of 2.8%. Refer to Note 9 for information related to derivatives. Unsecured Notes The following senior unsecured notes issued by the Operating Partnership were outstanding as of March 31, 2022: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 June 2019 400,000 99.704 3.300 % 3.680 % (1) 1,184 7 January 2020 400,000 99.810 2.850 % 2.872 % 760 10 June 2020 400,000 99.142 3.875 % 3.974 % 3,432 10 October 2021 400,000 99.928 2.250 % 2.261 % 288 7 $ 2,800,000 $ 7,936 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 9). 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 March 31, 2022, the Company was in compliance with all such covenants. Unsecured Revolving Credit Facility The Company is party to an unsecured revolving credit facility (“Credit Facility”) that has capacity of $1.0 billion and 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 March 31, 2022, the Credit Facility had a zero balance and availability under the Credit Facility totaled $1.0 billion. 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 inclu de a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of March 31, 2022, the Company was in compliance with all such covenants. 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 March 31, 2022. The terms of the Term Loan include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of March 31, 2022, the Company was in compliance with all such covenants. In 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 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The Company has an 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 2021. There was no activity under the Company’s ATM Equity Program during the three months ended March 31, 2022 and 2021. As of March 31, 2022, the Company had approximately $440.3 million available for issuance under its ATM Equity Program. Pursuant to the Merger Agreement, the Company is restricted from issuing common stock under the 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 8), 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 three months ended March 31, 2022, 7,311 and 9,788 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of March 31, 2022, 90,223 shares of ACC’s common stock were held in the Deferred Compensation Plan. Pursuant to the Merger Agreement, shares held in the Deferred Compensation Plan will, as of immediately before the effective time of the Merger Transactions, become vested and no longer subject to restriction, and all shares will, at the merger effective time, be adjusted and converted into a right of the holder to have allocated to the holder’s account under the Deferred Compensation Plan an amount denominated in cash equal to the product of (1) the number of shares of common stock allocated to such account as of the merger effective time and (2) the Merger Consideration, and will no longer represent a right to receive a number of shares of common stock or cash equal to or based on the value of a number of shares of common stock. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests - partially owned properties: As of March 31, 2022, the Company consolidates six joint ventures that own and operate 13 owned off-campus properties and one 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, 2022 and 2021: Balance, December 31, 2021 $ 31,858 Net income 146 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value (577) Balance, March 31, 2022 $ 31,193 Balance, December 31, 2020 $ 24,567 Net income 67 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 354 Balance, March 31, 2021 $ 24,754 Pursuant to the Merger Agreement, at the effective time of the Partnership Merger, each Common OP Unit and each Preferred OP Unit, or fraction thereof, issued and outstanding as of immediately prior to such time (other than common partnership units held by the Company or any wholly owned subsidiary of the Company) will be automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, without interest and less any applicable withholding taxes. |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Award Plan | 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. Pursuant to the Merger Agreement, the Company is restricted from issuing RSAs, RSUs, and PIUs, subject to certain conditions. Restricted Stock Awards A summary of RSAs as of March 31, 2022 and activity during the three months then ended is presented below: Number of RSAs Nonvested balance as of December 31, 2021 1,111,098 Granted 433,128 Vested (1) (338,737) Forfeited (12,952) Nonvested balance as of March 31, 2022 1,192,537 (1) Includes 112,234 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 March 31, 2022 and 2021 was approximately $4.3 million and $4.7 million, respectively. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger Consideration, each outstanding unvested RSA, other than each outstanding equity-based award credited to a participant’s stock account under the Deferred Compensation Plan, and each outstanding unvested equity-based award with respect to which a valid deferral election under the Deferred Compensation Plan has been made, will automatically become fully vested and all restrictions and reacquisition rights thereon will lapse, and thereafter all shares of common stock represented thereby will be considered outstanding for all purposes under the Merger Agreement and will have the right to receive the Merger Consideration, less any applicable withholding taxes. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Instruments and Hedging Activities | 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 March 31, 2022, the Company was not in default on any of its indebtedness or derivative instruments. Pursuant to the Merger Agreement, the Company is restricted from entering into new or amended indebtedness or derivative instruments. The following table summarizes the Company’s outstanding interest rate swap contracts as of March 31, 2022, all of which have been designated as cash flow hedges and qualify for hedge accounting: Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Current Notional Amount Fair Value Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month $ 69,926 $ (551) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month 37,500 (1) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (170) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (158) Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,024 729 Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,138 737 Total $ 329,588 $ 586 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 March 31, 2022 and December 31, 2021: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value as of Balance Sheet Location Fair Value as of Description 3/31/2022 12/31/2021 3/31/2022 12/31/2021 Interest rate swap contracts Other assets $ 1,466 $ 464 Other liabilities $ 880 $ 4,169 The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, Description 2022 2021 Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") $ 3,054 $ 786 Swap interest accruals reclassified to interest expense 1,237 1,306 Amortization of interest rate swap terminations (1) 426 426 Total change in OCI due to derivative financial instruments $ 4,717 $ 2,518 Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded $ 30,061 $ 28,977 (1) Represents amortization from OCI into interest expense. As of March 31, 2022, the Company estimates that $2.5 million will be reclassified from OCI to interest expense over the next twelve months. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 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, 2021. 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 March 31, 2022 and December 31, 2021, 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 March 31, 2022 December 31, 2021 Level 2 Level 3 Total Level 2 Level 3 Total Assets Derivative financial instruments $ 1,466 (1) $ — $ 1,466 $ 464 (1) $ — $ 464 Liabilities Derivative financial instruments $ 880 (1) $ — $ 880 $ 4,169 (1) $ — $ 4,169 Mezzanine Redeemable noncontrolling interests $ 28,193 (2) $ 3,000 $ 31,193 $ 28,858 (2) $ 3,000 $ 31,858 (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 7. Financial Instruments Not Carried at Fair Value As of March 31, 2022 and December 31, 2021, 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. As of March 31, 2022 and December 31, 2021, the carrying value for the Company’s one variable rate mortgage loan payable represented fair value due the variable interest rate feature of the instrument. The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of March 31, 2022 and December 31, 2021. There were no Level 1 or Level 3 measurements for the periods presented. March 31, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 2 Level 2 Liabilities (1) Unsecured notes $ 2,774,979 $ 2,728,846 (2) $ 2,773,855 $ 2,917,121 (2) Mortgage loans payable (fixed rate) (3) $ 519,502 $ 511,325 (4) $ 520,316 $ 535,401 (4) Bonds payable $ 14,607 $ 15,126 (5) $ 14,597 $ 15,703 (5) Unsecured term loan (fixed rate) $ 199,912 $ 200,357 (6) $ 199,824 $ 201,042 (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 5). (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 one variable rate mortgage loan with a principal balance of $0.6 million and $0.9 million as of March 31, 2022 and December 31, 2021, 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 two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan (see Note 5). 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Construction Contracts: As of March 31, 2022, the Company estimates additional costs to complete one owned development project under construction to be approximately $27.2 million. Charitable Donation: In connection with the ACC / HS Joint Venture Transaction in December 2021, the Company committed to donate $5.0 million to Arizona State University for scholarships, programs that support student success, and sustainability. As of March 31, 2022, $2.5 million of the commitment had been paid. The remaining $2.5 million will be recorded upon the closing of the second phase of the transaction which is expected to close in late 2022 or early 2023. 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 $24.4 million as of March 31, 2022. As of March 31, 2022, management does not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress. 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 March 31, 2022, the Company has completed construction on six full phases and one partial phase 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 three 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 March 31, 2022, the Company has deferred approximately $24.6 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. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company defines business segments by their distinct customer base and service provided. The Company has identified four 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 2022 2021 Owned Properties Rental revenues and other income $ 253,048 $ 218,444 Interest income 403 127 Total revenues from external customers 253,451 218,571 Operating expenses before depreciation, amortization, and ground/facility lease expense (103,608) (93,991) Ground/facility lease expense (5,705) (3,069) Interest expense, net (1) (3,112) (2,960) Operating income before depreciation and amortization $ 141,026 $ 118,551 Depreciation and amortization $ (67,875) $ (65,326) Capital expenditures $ 30,916 $ 66,894 On-Campus Participating Properties Rental revenues and other income $ 10,694 $ 8,958 Interest income — 5 Total revenues from external customers 10,694 8,963 Operating expenses before depreciation, amortization, and ground/facility lease expense (4,001) (3,290) Ground/facility lease expense (433) (139) Interest expense, net (1) (777) (918) Operating income before depreciation and amortization $ 5,483 $ 4,616 Depreciation and amortization $ (1,993) $ (2,042) Capital expenditures $ 243 $ 206 Development Services Development and construction management fees $ 6,882 $ 1,959 Operating expenses (2,477) (2,235) Operating income (loss) before depreciation and amortization $ 4,405 $ (276) Property Management Services Property management fees from external customers $ 3,122 $ 3,361 Operating expenses (2,677) (3,152) Operating income before depreciation and amortization $ 445 $ 209 Reconciliations Total segment revenues and other income $ 274,149 $ 232,854 Unallocated interest income earned on investments and corporate cash 157 88 Total consolidated revenues, including interest income $ 274,306 $ 232,942 Segment income before depreciation and amortization $ 151,359 $ 123,100 Segment depreciation and amortization (69,868) (67,368) Corporate depreciation (684) (749) Net unallocated expenses relating to corporate interest and overhead (36,313) (36,139) Other operating and nonoperating income (expense) 180 (1,200) Amortization of deferred financing costs (1,614) (1,319) Income tax provision (340) (340) Net income $ 42,720 $ 15,985 (1) Net of capitalized interest and amortization of debt premiums and discounts. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As discussed in Note 1, on April 18, 2022, the Company and the Operating Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with Abacus Parent LLC (“Parent”), Abacus Merger Sub I LLC (“Merger Sub I”), and Abacus Merger Sub II LLC (“Merger Sub II”). Parent, Merger Sub I, and Merger Sub II are affiliates of Blackstone Core+ perpetual capital vehicles, primarily comprised of Blackstone Real Estate Income Trust, Inc. and Blackstone Property Partners. Pursuant to the Merger Agreement the outstanding shares of common stock of the Company will be acquired for Merger Consideration of $65.47 per share in an all-cash transaction. During the term of the Merger Agreement, the Company may not pay dividends except as necessary to preserve its tax status as a REIT, and any such dividends would result in an offsetting decrease to the Merger Consideration. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of EstimatesThe 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 | 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. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | 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 elected to apply the contract modification expedient to contracts affected by reference rate reform. This expedient allows the Company to treat contract modifications related to reference rate reform as a modification without additional analysis, as long as there are no changes to contractual cash flows as a result of the modification. 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 Update Effective Date 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 On January 1, 2022, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" • ASU 2021-05 “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments” |
Interim Financial Statements and Prior Year Reclassifications | 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, 2021. Prior Year Reclassifications Certain prior period amounts were reclassified to conform to current presentation, which include: • Litigation settlement expenses previously reported in the general and administrative expenses line item on the statements of comprehensive income were reclassified for all applicable periods to the other operating expenses line item in the accompanying consolidated statements of comprehensive income. |
Restricted Cash | 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 | 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 months ended March 31, 2022 and 2021, the Company received rent concessions in the form of ground rent abatements at one ACE property related to the initial suspension of the Disney College Internship Program due to the effects of the novel coronavirus disease pandemic (“COVID-19”). The abatements allow for variable ground rent payments in lieu of fixed ground rent payments until the occupancy for the project, which is currently being developed, is stabilized. These concessions are 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 March 31, 2022 2021 Ground rent abatements $ 2,717 $ 1,131 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. 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 March 31, 2022 2021 Student lease income $ 248,118 $ 213,854 Commercial lease income $ 3,265 $ 2,945 |
Consolidated VIEs | Consolidated VIEsThe 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, seven joint ventures that own a total of 13 operating properties and two land parcels, and six properties owned under the on-campus participating property (“OCPP”) structure. 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 | 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 March 31, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of rent concessions, CARES act | These concessions are 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 March 31, 2022 2021 Ground rent abatements $ 2,717 $ 1,131 |
Schedule of lease income | 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 March 31, 2022 2021 Student lease income $ 248,118 $ 213,854 Commercial lease income $ 3,265 $ 2,945 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities not included in calculating diluted earnings per share | The following potentially dilutive securities were outstanding for the three months ended March 31, 2022 and 2021, 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 2022 2021 Common OP Units (Note 7) 468,475 468,475 Preferred OP Units (Note 7) 35,242 35,242 Total potentially dilutive securities 503,717 503,717 |
Schedule of summary of elements used in calculating basic and diluted earnings per share | The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended 2022 2021 Numerator – basic and diluted earnings per share Net income $ 42,720 $ 15,985 Net income attributable to noncontrolling interests (3,537) (367) Net income attributable to ACC, Inc. and Subsidiaries common stockholders 39,183 15,618 Amount allocated to participating securities (714) (734) Net income attributable to ACC, Inc. and Subsidiaries common stockholders $ 38,469 $ 14,884 Denominator Basic weighted average common shares outstanding 139,237,447 137,711,965 Unvested restricted stock awards (Note 8) 1,299,162 1,296,677 Diluted weighted average common shares outstanding 140,536,609 139,008,642 Earnings per share Net income attributable to common stockholders - basic $ 0.28 $ 0.11 Net income attributable to common stockholders - diluted $ 0.27 $ 0.11 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Schedule of real estate properties | Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: March 31, 2022 December 31, 2021 Land $ 678,254 $ 678,254 Buildings and improvements 7,295,097 7,241,918 Furniture, fixtures, and equipment 431,163 425,469 Construction in progress 211,558 242,566 8,616,072 8,588,207 Less accumulated depreciation (1,978,709) (1,911,396) Owned properties, net $ 6,637,363 $ 6,676,811 OCPPs consisted of the following: March 31, 2022 December 31, 2021 Buildings and improvements $ 160,476 $ 160,275 Furniture, fixtures, and equipment 14,315 14,213 Construction in progress — 60 174,791 174,548 Less accumulated depreciation (110,982) (108,989) On-campus participating properties, net $ 63,809 $ 65,559 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of summary of outstanding consolidated indebtedness, including unamortized debt premiums and discounts | A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: March 31, 2022 December 31, 2021 Debt secured by owned properties Mortgage loans payable Unpaid principal balance $ 460,404 $ 460,825 Unamortized deferred financing costs (562) (596) Unamortized debt premiums 490 540 Unamortized debt discounts (91) (103) 460,241 460,666 Debt secured by OCPPs Mortgage loans payable (1) 60,288 60,986 Bonds payable (1) 14,695 14,695 Unamortized deferred financing costs (489) (511) 74,494 75,170 Total secured mortgage and bond debt, net 534,735 535,836 Unsecured notes, net of unamortized OID and deferred financing costs (2) 2,774,979 2,773,855 Unsecured term loan, net of unamortized deferred financing costs (3) 199,912 199,824 Unsecured revolving credit facility — — Total debt, net $ 3,509,626 $ 3,509,515 (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 $5.1 million and $5.3 million at March 31, 2022 and December 31, 2021, respectively, and net unamortized deferred financing costs of $19.9 million and $20.8 million at March 31, 2022 and December 31, 2021, respectively. (3) Includes net unamortized deferred financing costs of $0.1 million and $0.2 million at March 31, 2022 and December 31, 2021, respectively. The following senior unsecured notes issued by the Operating Partnership were outstanding as of March 31, 2022: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 June 2019 400,000 99.704 3.300 % 3.680 % (1) 1,184 7 January 2020 400,000 99.810 2.850 % 2.872 % 760 10 June 2020 400,000 99.142 3.875 % 3.974 % 3,432 10 October 2021 400,000 99.928 2.250 % 2.261 % 288 7 $ 2,800,000 $ 7,936 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 9). |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of summarized activity of redeemable limited partners | Below is a table summarizing the activity of redeemable noncontrolling interests for the three months ended March 31, 2022 and 2021: Balance, December 31, 2021 $ 31,858 Net income 146 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value (577) Balance, March 31, 2022 $ 31,193 Balance, December 31, 2020 $ 24,567 Net income 67 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 354 Balance, March 31, 2021 $ 24,754 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of restricted stock units and awards | A summary of RSAs as of March 31, 2022 and activity during the three months then ended is presented below: Number of RSAs Nonvested balance as of December 31, 2021 1,111,098 Granted 433,128 Vested (1) (338,737) Forfeited (12,952) Nonvested balance as of March 31, 2022 1,192,537 (1) Includes 112,234 shares withheld to satisfy tax obligations upon vesting. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of summary of outstanding interest rate swap contracts | The following table summarizes the Company’s outstanding interest rate swap contracts as of March 31, 2022, all of which have been designated as cash flow hedges and qualify for hedge accounting: Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Current Notional Amount Fair Value Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month $ 69,926 $ (551) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month 37,500 (1) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (170) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (158) Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,024 729 Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,138 737 Total $ 329,588 $ 586 |
Schedule of fair value of derivative financial instruments and classification on consolidated balance sheet | 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 March 31, 2022 and December 31, 2021: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value as of Balance Sheet Location Fair Value as of Description 3/31/2022 12/31/2021 3/31/2022 12/31/2021 Interest rate swap contracts Other assets $ 1,466 $ 464 Other liabilities $ 880 $ 4,169 |
Schedule of effect of derivative financial instruments on the income statement | The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, Description 2022 2021 Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") $ 3,054 $ 786 Swap interest accruals reclassified to interest expense 1,237 1,306 Amortization of interest rate swap terminations (1) 426 426 Total change in OCI due to derivative financial instruments $ 4,717 $ 2,518 Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded $ 30,061 $ 28,977 (1) Represents amortization from OCI into interest expense. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value | The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, 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 March 31, 2022 December 31, 2021 Level 2 Level 3 Total Level 2 Level 3 Total Assets Derivative financial instruments $ 1,466 (1) $ — $ 1,466 $ 464 (1) $ — $ 464 Liabilities Derivative financial instruments $ 880 (1) $ — $ 880 $ 4,169 (1) $ — $ 4,169 Mezzanine Redeemable noncontrolling interests $ 28,193 (2) $ 3,000 $ 31,193 $ 28,858 (2) $ 3,000 $ 31,858 (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 7. |
Schedule of estimated fair value and related carrying amounts of mortgage loans and bonds payable | The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of March 31, 2022 and December 31, 2021. There were no Level 1 or Level 3 measurements for the periods presented. March 31, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 2 Level 2 Liabilities (1) Unsecured notes $ 2,774,979 $ 2,728,846 (2) $ 2,773,855 $ 2,917,121 (2) Mortgage loans payable (fixed rate) (3) $ 519,502 $ 511,325 (4) $ 520,316 $ 535,401 (4) Bonds payable $ 14,607 $ 15,126 (5) $ 14,597 $ 15,703 (5) Unsecured term loan (fixed rate) $ 199,912 $ 200,357 (6) $ 199,824 $ 201,042 (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 5). (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 one variable rate mortgage loan with a principal balance of $0.6 million and $0.9 million as of March 31, 2022 and December 31, 2021, 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 two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan (see Note 5). 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. |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The Company defines business segments by their distinct customer base and service provided. The Company has identified four 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 2022 2021 Owned Properties Rental revenues and other income $ 253,048 $ 218,444 Interest income 403 127 Total revenues from external customers 253,451 218,571 Operating expenses before depreciation, amortization, and ground/facility lease expense (103,608) (93,991) Ground/facility lease expense (5,705) (3,069) Interest expense, net (1) (3,112) (2,960) Operating income before depreciation and amortization $ 141,026 $ 118,551 Depreciation and amortization $ (67,875) $ (65,326) Capital expenditures $ 30,916 $ 66,894 On-Campus Participating Properties Rental revenues and other income $ 10,694 $ 8,958 Interest income — 5 Total revenues from external customers 10,694 8,963 Operating expenses before depreciation, amortization, and ground/facility lease expense (4,001) (3,290) Ground/facility lease expense (433) (139) Interest expense, net (1) (777) (918) Operating income before depreciation and amortization $ 5,483 $ 4,616 Depreciation and amortization $ (1,993) $ (2,042) Capital expenditures $ 243 $ 206 Development Services Development and construction management fees $ 6,882 $ 1,959 Operating expenses (2,477) (2,235) Operating income (loss) before depreciation and amortization $ 4,405 $ (276) Property Management Services Property management fees from external customers $ 3,122 $ 3,361 Operating expenses (2,677) (3,152) Operating income before depreciation and amortization $ 445 $ 209 Reconciliations Total segment revenues and other income $ 274,149 $ 232,854 Unallocated interest income earned on investments and corporate cash 157 88 Total consolidated revenues, including interest income $ 274,306 $ 232,942 Segment income before depreciation and amortization $ 151,359 $ 123,100 Segment depreciation and amortization (69,868) (67,368) Corporate depreciation (684) (749) Net unallocated expenses relating to corporate interest and overhead (36,313) (36,139) Other operating and nonoperating income (expense) 180 (1,200) Amortization of deferred financing costs (1,614) (1,319) Income tax provision (340) (340) Net income $ 42,720 $ 15,985 (1) Net of capitalized interest and amortization of debt premiums and discounts. |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended | |
Mar. 31, 2022propertyphasebed | Apr. 18, 2022$ / shares | |
Real Estate Properties [Line Items] | ||
Number of properties | 166 | |
Number of beds | bed | 111,900 | |
Minimum | ||
Real Estate Properties [Line Items] | ||
Management and Leasing Services, initial term of contract | 1 year | |
Maximum | ||
Real Estate Properties [Line Items] | ||
Management and Leasing Services, initial term of contract | 5 years | |
Management And Leasing Services | ||
Real Estate Properties [Line Items] | ||
Number of properties | 36 | |
Number of beds | bed | 28,400 | |
Owned and Third-Party Managed Portfolio | ||
Real Estate Properties [Line Items] | ||
Number of properties | 202 | |
Number of beds | bed | 140,300 | |
Off Campus Properties | Owned properties | ||
Real Estate Properties [Line Items] | ||
Number of properties | 126 | |
American Campus Equity | Owned properties | ||
Real Estate Properties [Line Items] | ||
Number of properties | 34 | |
On-campus participating properties | ||
Real Estate Properties [Line Items] | ||
Number of properties | 6 | |
Under Development | Owned properties | ||
Real Estate Properties [Line Items] | ||
Number of beds | bed | 3,700 | |
Number of phases under construction | phase | 4 | |
Number of total construction phases | phase | 10 | |
Number of properties under development | 1 | |
Subsequent event | ||
Real Estate Properties [Line Items] | ||
Price of shares sold in merger (in dollars per share) | $ / shares | $ 65.47 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)propertylandParceljointVenture | Mar. 31, 2021USD ($) | |
Significant Accounting Policies [Line Items] | ||
Ground rent abatements | $ | $ 2,717 | $ 1,131 |
Number of properties | property | 166 | |
Variable Interest Entity, Primary Beneficiary | ||
Significant Accounting Policies [Line Items] | ||
Number of third-party joint venture partners (entities) | jointVenture | 7 | |
Number of properties | property | 13 | |
Number of land parcels | landParcel | 2 | |
On-Campus Participating Properties | ||
Significant Accounting Policies [Line Items] | ||
Lease income | $ | $ 10,694 | 8,958 |
Number of properties | property | 6 | |
On-Campus Participating Properties | Variable Interest Entity, Primary Beneficiary | ||
Significant Accounting Policies [Line Items] | ||
Number of properties | property | 6 | |
Student Lease Property | ||
Significant Accounting Policies [Line Items] | ||
Lease income | $ | $ 248,118 | 213,854 |
Commercial Lease Property | ||
Significant Accounting Policies [Line Items] | ||
Lease income | $ | $ 3,265 | $ 2,945 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities Not Included in Calculating Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 503,717 | 503,717 |
Common OP Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 468,475 | 468,475 |
Preferred OP Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 35,242 | 35,242 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Elements Used in Calculating Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator – basic and diluted earnings per share: | ||
Net income | $ 42,720 | $ 15,985 |
Net income attributable to noncontrolling interests | (3,537) | (367) |
Net income attributable to ACC, Inc. and Subsidiaries common stockholders | 39,183 | 15,618 |
Amount allocated to participating securities | (714) | (734) |
Net (loss) income | $ 38,469 | $ 14,884 |
Denominator: | ||
Basic weighted average common shares outstanding (in shares) | 139,237,447 | 137,711,965 |
Diluted weighted average common shares outstanding (in shares) | 140,536,609 | 139,008,642 |
Earnings per share: | ||
Net income attributable to common stockholders - basic (in dollars per share) | $ 0.28 | $ 0.11 |
Net income attributable to common stockholders - diluted (in dollars per share) | $ 0.27 | $ 0.11 |
Unvested restricted stock awards | ||
Denominator: | ||
Unvested restricted stock awards (in shares) | 1,299,162 | 1,296,677 |
Investments in Real Estate (Det
Investments in Real Estate (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)propertyuniversitySystem | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Real Estate Properties [Line Items] | |||
Properties, net | $ 6,701,172 | $ 6,742,370 | |
Interest costs capitalized | $ 1,600 | $ 2,500 | |
Number of properties | property | 166 | ||
Owned properties | |||
Real Estate Properties [Line Items] | |||
Land | $ 678,254 | 678,254 | |
Buildings and improvements | 7,295,097 | 7,241,918 | |
Furniture, fixtures and equipment | 431,163 | 425,469 | |
Construction in progress | 211,558 | 242,566 | |
Real estate properties gross | 8,616,072 | 8,588,207 | |
Less accumulated depreciation | (1,978,709) | (1,911,396) | |
Properties, net | 6,637,363 | 6,676,811 | |
On-campus participating properties | |||
Real Estate Properties [Line Items] | |||
Buildings and improvements | 160,476 | 160,275 | |
Furniture, fixtures and equipment | 14,315 | 14,213 | |
Construction in progress | 0 | 60 | |
Real estate properties gross | 174,791 | 174,548 | |
Less accumulated depreciation | (110,982) | (108,989) | |
Properties, net | $ 63,809 | $ 65,559 | |
Number of properties | property | 6 | ||
Number of systems | universitySystem | 3 | ||
Lessor, percentage of net cash flow receivable per agreement | 50.00% |
Debt - Summary of Outstanding C
Debt - Summary of Outstanding Consolidated Indebtedness, Including Unamortized Debt Premiums and Discounts (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Secured mortgage and bond debt, net | $ 534,735 | $ 535,836 |
Total debt, net | 3,509,626 | 3,509,515 |
Owned properties, net | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 460,404 | 460,825 |
Unamortized deferred financing costs | (562) | (596) |
Unamortized debt premiums | 490 | 540 |
Unamortized debt discounts | (91) | (103) |
Secured mortgage and bond debt, net | 460,241 | 460,666 |
On-Campus Participating Properties | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | (489) | (511) |
Total debt, net | 74,494 | 75,170 |
On-Campus Participating Properties | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 60,288 | 60,986 |
On-Campus Participating Properties | Bonds payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 14,695 | 14,695 |
Unsecured notes, net | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 2,774,979 | 2,773,855 |
Unsecured term loan, net | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 199,912 | 199,824 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
May 31, 2021USD ($) | Mar. 31, 2021USD ($)property | Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($)property | Feb. 28, 2021USD ($)instrument | |
Debt Instrument [Line Items] | |||||
Pay-off of mortgage loans | $ 0 | $ 10,295,000 | |||
Number of properties | property | 166 | ||||
Unsecured revolving credit facility | Credit agreement | |||||
Debt Instrument [Line Items] | |||||
Amount outstanding | $ 0 | ||||
Current borrowing capacity of credit facility | $ 1,000,000,000 | ||||
Interest Rate Swap [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of derivative instruments | instrument | 2 | ||||
Mortgage loans payable | |||||
Debt Instrument [Line Items] | |||||
Pay-off of mortgage loans | $ 10,300,000 | ||||
Number of properties | property | 1 | 1 | |||
Amount refinanced | $ 24,000,000 | ||||
Coupon percentage | 2.80% | ||||
Unsecured debt | Unsecured revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 1,000,000,000 | ||||
Credit facility, additional borrowing capacity (up to) | $ 500,000,000 | ||||
Line of credit, required unused commitment fee percentage per annum | 0.20% | ||||
Unsecured debt | Unsecured term loan, net | |||||
Debt Instrument [Line Items] | |||||
Coupon percentage | 1.44% | ||||
Amount | $ 200,000,000 | ||||
Line of credit facility, accordion feature, increase limit | $ 100,000,000 | ||||
Weighted average annual interest rate | 2.54% | ||||
Basis spread on variable rate | 1.10% |
Debt - Summary of Outstanding_2
Debt - Summary of Outstanding Consolidated Indebtedness, Including Unamortized Debt Premiums and Discounts, Other Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Unsecured notes, net | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Net unamortized original issue discount | $ 5.1 | $ 5.3 |
Unamortized deferred financing costs | 19.9 | 20.8 |
Unsecured term loan, net | Term loan | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 0.1 | $ 0.2 |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Amount | $ 2,800,000,000 |
Original Issue Discount | 7,936,000 |
Senior Notes - April 2013 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.659% |
Coupon | 3.75% |
Yield | 3.791% |
Original Issue Discount | $ 1,364,000 |
Term (Years) | 10 years |
Senior Notes - June 2014 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.861% |
Coupon | 4.125% |
Yield | 4.269% |
Original Issue Discount | $ 556,000 |
Term (Years) | 10 years |
Senior Notes - October 2017 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.912% |
Coupon | 3.625% |
Yield | 3.635% |
Original Issue Discount | $ 352,000 |
Term (Years) | 10 years |
Senior Notes - June 2019 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.704% |
Coupon | 3.30% |
Yield | 3.68% |
Original Issue Discount | $ 1,184,000 |
Term (Years) | 7 years |
Senior Notes - January 2020 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.81% |
Coupon | 2.85% |
Yield | 2.872% |
Original Issue Discount | $ 760,000 |
Term (Years) | 10 years |
Senior Notes - June 2020 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.142% |
Coupon | 3.875% |
Yield | 3.974% |
Original Issue Discount | $ 3,432,000 |
Term (Years) | 10 years |
Senior Notes - October 2021 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.928% |
Coupon | 2.25% |
Yield | 2.261% |
Original Issue Discount | $ 288,000 |
Term (Years) | 7 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Sale of Stock [Line Items] | |||
Number of shares in deferred compensation plan (in shares) | 90,223 | 92,700 | |
Non-Qualified Deferred Compensation Plan | Treasury Stock | |||
Sale of Stock [Line Items] | |||
Number of shares deposited into the deferred compensation plan (in shares) | 7,311 | ||
Number of shares withdrawn from deferred compensation plan (in shares) | 9,788 | ||
ATM equity program | |||
Sale of Stock [Line Items] | |||
ATM equity program, aggregate offering price authorized (up to $500 million) | $ 500 | ||
Available for issuance | $ 440.3 |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022landParcelpropertyentity | |
Noncontrolling Interest [Line Items] | |
Number of properties | 166 |
Noncontrolling interests – partially owned properties | |
Noncontrolling Interest [Line Items] | |
Number of third-party joint venture partners (entities) | entity | 6 |
Number of properties | 13 |
Number of land parcels | landParcel | 1 |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summarized Activity of Redeemable Limited Partners (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 31,858 | |
Distributions | (2,381) | $ (1,138) |
Ending balance | 31,193 | |
Redeemable noncontrolling interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 31,858 | 24,567 |
Net income (loss) | 146 | 67 |
Distributions | (234) | (234) |
Adjustments to reflect redeemable noncontrolling interests at fair value | (577) | 354 |
Ending balance | $ 31,193 | $ 24,754 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for issuance (in shares) | 3.5 | |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 4.3 | $ 4.7 |
Incentive Award Plan - Summary
Incentive Award Plan - Summary of Restricted Stock Units and Restricted Stock Awards (Details) - Restricted stock awards | 3 Months Ended |
Mar. 31, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 1,111,098 |
Granted (shares) | 433,128 |
Vested (shares) | (338,737) |
Forfeited (shares) | (12,952) |
Ending balance (shares) | 1,192,537 |
Shares withheld to satisfy tax obligation (in shares) | 112,234 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Summary of Outstanding Interest Rate Swap Contracts (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative [Line Items] | |
Current Notional Amount | $ 329,588 |
Fair Value | $ 586 |
Interest Rate Swap - 2.7475% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 1, 2019 |
Maturity Date | Jan. 16, 2024 |
Pay Fixed Rate | 2.7475% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 69,926 |
Fair Value | $ (551) |
Interest Rate Swap - 1.2570% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Oct. 16, 2019 |
Maturity Date | Oct. 16, 2022 |
Pay Fixed Rate | 1.257% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 37,500 |
Fair Value | $ (1) |
Interest Rate Swap - 1.4685% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Nov. 4, 2019 |
Maturity Date | Jun. 27, 2022 |
Pay Fixed Rate | 1.4685% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 100,000 |
Fair Value | $ (170) |
Interest Rate Swap - 1.4203% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Dec. 2, 2019 |
Maturity Date | Jun. 27, 2022 |
Pay Fixed Rate | 1.4203% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 100,000 |
Fair Value | $ (158) |
Interest Rate Swap - 0.7850% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 16, 2021 |
Maturity Date | Feb. 15, 2028 |
Pay Fixed Rate | 0.785% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 11,024 |
Fair Value | $ 729 |
Interest Rate Swap - 0.7850% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 16, 2021 |
Maturity Date | Feb. 15, 2028 |
Pay Fixed Rate | 0.785% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 11,138 |
Fair Value | $ 737 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Value of Derivative Financial Instruments and Classification on Consolidated Balance Sheet (Details) - Designated as hedging instrument - Interest rate swap contracts - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 1,466 | $ 464 |
Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 880 | $ 4,169 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Effect of Derivative Financial Instruments On The Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") | $ 3,054 | $ 786 |
Swap interest accruals reclassified to interest expense | 1,237 | 1,306 |
Change in fair value of interest rate swaps and other | 4,717 | 2,518 |
Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded | 30,061 | 28,977 |
Interest Expense | ||
Derivative [Line Items] | ||
Amortization of interest rate swap terminations | $ 426 | $ 426 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Estimated reclassification from other comprehensive income to interest expense | $ 2.5 |
Fair Value Disclosures - Financ
Fair Value Disclosures - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Derivative financial instruments | $ 1,466 | $ 464 |
Liabilities | ||
Derivative financial instruments | 880 | 4,169 |
Mezzanine | ||
Redeemable noncontrolling interests | 31,193 | 31,858 |
Level 2 | ||
Assets | ||
Derivative financial instruments | 1,466 | 464 |
Liabilities | ||
Derivative financial instruments | 880 | 4,169 |
Mezzanine | ||
Redeemable noncontrolling interests | 28,193 | 28,858 |
Level 3 | ||
Assets | ||
Derivative financial instruments | 0 | 0 |
Liabilities | ||
Derivative financial instruments | 0 | 0 |
Mezzanine | ||
Redeemable noncontrolling interests | $ 3,000 | $ 3,000 |
Fair Value Disclosures - Estima
Fair Value Disclosures - Estimated Fair Value and Related Carrying Amounts of Mortgage Loans and Bonds Payable (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)loancontract | Dec. 31, 2021USD ($)contractloan | |
Liabilities: | ||
Number of interest rate swap contracts | contract | 2 | 2 |
Carrying Amount | ||
Liabilities: | ||
Unsecured notes | $ 2,774,979 | $ 2,773,855 |
Mortgage loans payable (fixed rate) | 519,502 | 520,316 |
Bonds payable | 14,607 | 14,597 |
Unsecured term loan (fixed rate) | 199,912 | 199,824 |
Owned properties | Mortgage loans payable | ||
Liabilities: | ||
Principal outstanding | $ 460,404 | $ 460,825 |
Owned properties | Mortgage loans payable | Variable rate mortgage loans | ||
Liabilities: | ||
Number of mortgage loans | loan | 1 | 1 |
Principal outstanding | $ 600 | $ 900 |
Level 2 | Estimated Fair Value | ||
Liabilities: | ||
Unsecured notes | 2,728,846 | 2,917,121 |
Mortgage loans payable (fixed rate) | 511,325 | 535,401 |
Bonds payable | 15,126 | 15,703 |
Unsecured term loan (fixed rate) | $ 200,357 | $ 201,042 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2013USD ($)extension | Mar. 31, 2022USD ($)phaseproperty | Dec. 31, 2022USD ($) | |
Loss Contingencies [Line Items] | |||
Number of properties, under development | property | 1 | ||
Amount committed under charitable contributions | $ 5,000,000 | ||
Deferred pre-development costs | $ 24,600,000 | ||
Under Development | Owned properties | |||
Loss Contingencies [Line Items] | |||
Number of phases under construction | phase | 4 | ||
Number of total construction phases | phase | 10 | ||
Drexel University Property | |||
Loss Contingencies [Line Items] | |||
Lease term | 40 years | ||
Number of lease renewal options | extension | 3 | ||
Lease extension period | 10 years | ||
Commitment to pay real estate transfer taxes, amount (not more than) | $ 1,800,000 | ||
Real estate transfer taxes paid upon conveyance of land | 600,000 | ||
Drexel University Property | Maximum | |||
Loss Contingencies [Line Items] | |||
Commitment to pay real estate transfer taxes, amount (not more than) | $ 2,400,000 | ||
Disney College Program Phases I-X (ACE) | Under Development | Owned properties | |||
Loss Contingencies [Line Items] | |||
Number of phases under construction | phase | 6 | ||
Number of partial phases under construction | phase | 1 | ||
Number of total construction phases | phase | 10 | ||
Alternate Housing Guarantees | |||
Loss Contingencies [Line Items] | |||
Guarantee expiration period | 5 days | ||
Project Cost Guarantees | |||
Loss Contingencies [Line Items] | |||
Guarantee expiration period | 1 year | ||
Third-Party Development Projects | |||
Loss Contingencies [Line Items] | |||
Commitment under third-party development project | $ 24,400,000 | ||
Performance Guarantee | |||
Loss Contingencies [Line Items] | |||
Guarantee expiration period | 60 days | ||
Earnest money deposits | $ 2,400,000 | ||
Purchase and sale agreement upon exercise of option | 28,700,000 | ||
Performance Guarantee | Disney College Program Phases I-X (ACE) | |||
Loss Contingencies [Line Items] | |||
Amount guaranteed for completion of project | 614,600,000 | ||
Development guarantee, damages due per bed each day of a delay | 20 | ||
Guarantor obligations, maximum exposure | 100,000 | ||
Construction Contracts | |||
Loss Contingencies [Line Items] | |||
Development projects under construction | 27,200,000 | ||
ACC / HS Joint Venture | |||
Loss Contingencies [Line Items] | |||
Amount accrued under charitable contributions | $ 2,500,000 | ||
ACC / HS Joint Venture | Forecast | |||
Loss Contingencies [Line Items] | |||
Amount accrued under charitable contributions | $ 2,500,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Identified reportable segments (segments) | 4 |
Segments - Schedule of Segment
Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 273,746 | $ 232,722 |
Ground/facility lease expense | (6,138) | (3,208) |
Interest expense, net | (30,061) | (28,977) |
Operating expenses | (199,751) | (186,321) |
Depreciation and amortization | (70,552) | (68,117) |
Total consolidated revenues, including interest income | 274,306 | 232,942 |
Segment income before depreciation and amortization | 73,995 | 46,401 |
Other operating and nonoperating income (expense) | 180 | (1,200) |
Amortization of deferred financing costs | (1,614) | (1,319) |
Income tax provision | (340) | (340) |
Net income | 42,720 | 15,985 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 274,149 | 232,854 |
Depreciation and amortization | (69,868) | (67,368) |
Segment income before depreciation and amortization | 151,359 | 123,100 |
Net income | 42,720 | 15,985 |
Operating segments | Owned properties | ||
Segment Reporting Information [Line Items] | ||
Rental revenues and other income | 253,048 | 218,444 |
Interest income | 403 | 127 |
Total revenues | 253,451 | 218,571 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (103,608) | (93,991) |
Ground/facility lease expense | (5,705) | (3,069) |
Interest expense, net | (3,112) | (2,960) |
Operating income (loss) before depreciation and amortization | 141,026 | 118,551 |
Depreciation and amortization | (67,875) | (65,326) |
Capital expenditures | 30,916 | 66,894 |
Operating segments | On-campus participating properties | ||
Segment Reporting Information [Line Items] | ||
Rental revenues and other income | 10,694 | 8,958 |
Interest income | 0 | 5 |
Total revenues | 10,694 | 8,963 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (4,001) | (3,290) |
Ground/facility lease expense | (433) | (139) |
Interest expense, net | (777) | (918) |
Operating income (loss) before depreciation and amortization | 5,483 | 4,616 |
Depreciation and amortization | (1,993) | (2,042) |
Capital expenditures | 243 | 206 |
Operating segments | Development Services | ||
Segment Reporting Information [Line Items] | ||
Development and construction management fees | 6,882 | 1,959 |
Operating expenses | (2,477) | (2,235) |
Operating income (loss) before depreciation and amortization | 4,405 | (276) |
Operating segments | Property Management Services | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,122 | 3,361 |
Operating expenses | (2,677) | (3,152) |
Operating income (loss) before depreciation and amortization | 445 | 209 |
Unallocated | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 157 | 88 |
Operating expenses | (36,313) | (36,139) |
Corporate depreciation | $ (684) | $ (749) |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 18, 2022$ / shares |
Subsequent event | |
Subsequent Event [Line Items] | |
Price of shares sold in merger (in dollars per share) | $ 65.47 |