Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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, Postal Zip Code | 78738 | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
City Area Code | 512 | |
Local Phone Number | 732-1000 | |
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 | |
Title of 12(b) Security | Common stock, par value $.01 per share | |
Trading Symbol | ACC | |
Security Exchange Name | NYSE | |
Entity Common Stock Shares Outstanding (in shares) | 137,604,447 | |
Entity Central Index Key | 0001283630 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Document Information [Line Items] | ||
Entity File Number | 333-181102-01 | |
Entity Registrant Name | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 56-2473181 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001357369 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Investments in real estate: | ||
Investments in real estate, net | $ 6,710,573 | $ 6,769,903 |
Cash and cash equivalents | 176,758 | 54,650 |
Restricted cash | 32,130 | 26,698 |
Student contracts receivable, net | 12,287 | 13,470 |
Operating lease right of use assets | 459,957 | 460,857 |
Other assets | 228,051 | 234,176 |
Total assets | 7,619,756 | 7,559,754 |
Liabilities: | ||
Secured mortgage, construction and bond debt, net | 749,902 | 787,426 |
Accounts payable and accrued expenses | 53,086 | 88,411 |
Operating lease liabilities | 477,779 | 473,070 |
Other liabilities | 178,702 | 157,368 |
Total liabilities | 4,249,850 | 4,116,699 |
Commitments and contingencies (Note 12) | ||
Redeemable noncontrolling interests | 17,768 | 104,381 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity: | ||
Common stock, $0.01 par value, 800,000,000 shares authorized, 137,523,031 and 137,326,824 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 1,375 | 1,373 |
Additional paid in capital | 4,467,906 | 4,458,456 |
Common stock held in rabbi trust, 81,416 and 77,928 shares at March 31, 2020 and December 31, 2019, respectively | (3,615) | (3,486) |
Accumulated earnings and dividends | (1,129,108) | (1,144,721) |
Accumulated other comprehensive loss | (26,747) | (16,946) |
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity | 3,309,811 | 3,294,676 |
Noncontrolling interests - partially owned properties | 42,327 | 43,998 |
Total equity | 3,352,138 | 3,338,674 |
Partners’ capital: | ||
Accumulated other comprehensive loss | (26,747) | (16,946) |
Total liabilities and equity / capital | 7,619,756 | 7,559,754 |
Owned properties | ||
Investments in real estate: | ||
Investments in real estate, net | 6,636,857 | 6,694,715 |
On-campus participating properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 73,716 | 75,188 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Investments in real estate: | ||
Investments in real estate, net | 6,710,573 | 6,769,903 |
Cash and cash equivalents | 176,758 | 54,650 |
Restricted cash | 32,130 | 26,698 |
Student contracts receivable, net | 12,287 | 13,470 |
Operating lease right of use assets | 459,957 | 460,857 |
Other assets | 228,051 | 234,176 |
Total assets | 7,619,756 | 7,559,754 |
Liabilities: | ||
Secured mortgage, construction and bond debt, net | 749,902 | 787,426 |
Accounts payable and accrued expenses | 53,086 | 88,411 |
Operating lease liabilities | 477,779 | 473,070 |
Other liabilities | 178,702 | 157,368 |
Total liabilities | 4,249,850 | 4,116,699 |
Commitments and contingencies (Note 12) | ||
Redeemable noncontrolling interests | 17,768 | 104,381 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity: | ||
Accumulated other comprehensive loss | (26,747) | (16,946) |
Partners’ capital: | ||
General partner - 12,222 OP units outstanding at both March 31, 2020 and December 31, 2019 | 41 | 40 |
Limited partner - 137,592,225 and 137,392,530 OP units outstanding at March 31, 2020 and December 31, 2019, respectively | 3,336,517 | 3,311,582 |
Accumulated other comprehensive loss | (26,747) | (16,946) |
Total partners’ capital | 3,309,811 | 3,294,676 |
Noncontrolling interests - partially owned properties | 42,327 | 43,998 |
Total capital | 3,352,138 | 3,338,674 |
Total liabilities and equity / capital | 7,619,756 | 7,559,754 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Owned properties | ||
Investments in real estate: | ||
Investments in real estate, net | 6,636,857 | 6,694,715 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | On-campus participating properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 73,716 | 75,188 |
Unsecured notes, net | ||
Liabilities: | ||
Unsecured debt | 1,981,472 | 1,985,603 |
Unsecured notes, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Liabilities: | ||
Unsecured debt | 1,981,472 | 1,985,603 |
Unsecured term loans, net | ||
Liabilities: | ||
Unsecured debt | 199,209 | 199,121 |
Unsecured term loans, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Liabilities: | ||
Unsecured debt | 199,209 | 199,121 |
Unsecured revolving credit facility | ||
Liabilities: | ||
Unsecured debt | 609,700 | 425,700 |
Unsecured revolving credit facility | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Liabilities: | ||
Unsecured debt | $ 609,700 | $ 425,700 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Consolidated variable interest entities' assets | $ 7,619,756 | $ 7,559,754 |
Consolidated variable interest entities' liabilities | $ 4,249,850 | $ 4,116,699 |
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) | 137,523,031 | 137,326,824 |
Common stock, shares outstanding (in shares) | 137,523,031 | 137,326,824 |
Number of shares in deferred compensation plan (in shares) | 81,416 | 77,928 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' assets | $ 7,619,756 | $ 7,559,754 |
Consolidated variable interest entities' liabilities | $ 4,249,850 | $ 4,116,699 |
General partner, OP units outstanding (in units) | 12,222 | 12,222 |
Limited partner, OP units outstanding (in units) | 137,592,225 | 137,392,530 |
Variable Interest Entity, Primary Beneficiary | Investments in real estate, net | ||
Consolidated variable interest entities' assets | $ 596,506 | $ 788,393 |
Variable Interest Entity, Primary Beneficiary | Investments in real estate, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' assets | 596,506 | 788,393 |
Variable Interest Entity, Primary Beneficiary | Cash, cash equivalents and restricted cash | ||
Consolidated variable interest entities' assets | 37,711 | 59,908 |
Variable Interest Entity, Primary Beneficiary | Cash, cash equivalents and restricted cash | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' assets | 37,711 | 59,908 |
Variable Interest Entity, Primary Beneficiary | Other assets | ||
Consolidated variable interest entities' assets | 14,794 | 18,387 |
Variable Interest Entity, Primary Beneficiary | Other assets | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' assets | 14,794 | 18,387 |
Variable Interest Entity, Primary Beneficiary | Secured mortgage and construction debt, net | ||
Consolidated variable interest entities' liabilities | 417,765 | 418,241 |
Variable Interest Entity, Primary Beneficiary | Secured mortgage and construction debt, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' liabilities | 417,765 | 418,241 |
Variable Interest Entity, Primary Beneficiary | Accounts payable, accrued expenses and other liabilities | ||
Consolidated variable interest entities' liabilities | 34,317 | 56,976 |
Variable Interest Entity, Primary Beneficiary | Accounts payable, accrued expenses and other liabilities | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Consolidated variable interest entities' liabilities | $ 34,317 | $ 56,976 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 249,404 | $ 242,131 |
Operating expenses (income): | ||
Third-party development and management services | 6,207 | 4,186 |
General and administrative | 10,158 | 7,315 |
Depreciation and amortization | 66,169 | 68,755 |
Ground/facility leases | 4,069 | 3,549 |
Gain from disposition of real estate | (48,525) | 0 |
Provision for impairment | 0 | 3,201 |
Total operating expenses | 133,918 | 183,132 |
Operating income | 115,486 | 58,999 |
Nonoperating income (expenses): | ||
Interest income | 851 | 926 |
Interest expense | (27,783) | (27,061) |
Amortization of deferred financing costs | (1,287) | (1,132) |
Loss from early extinguishment of debt | (4,827) | 0 |
Total nonoperating expenses | (33,046) | (27,267) |
Income before income taxes | 82,440 | 31,732 |
Income tax provision | (379) | (364) |
Net income | 82,061 | 31,368 |
Net income attributable to noncontrolling interests – partially owned properties | (1,206) | (1,728) |
Net income attributable to ACC, Inc. and Subsidiaries common stockholders | 80,855 | 29,640 |
Other comprehensive loss | ||
Change in fair value of interest rate swaps and other | (9,801) | (5,794) |
Comprehensive income | $ 71,054 | $ 23,846 |
Net income per share attributable to ACC, Inc. and Subsidiaries common shareholders | ||
Basic and diluted (in dollars per share) | $ 0.58 | $ 0.21 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 137,477,169 | 137,101,535 |
Diluted (in shares) | 138,587,513 | 138,152,378 |
Owned properties | ||
Revenues: | ||
Owned properties and on-campus participating properties revenue | $ 232,091 | $ 224,419 |
Operating expenses (income): | ||
Operating expenses | 92,474 | 92,169 |
On-campus participating properties | ||
Revenues: | ||
Owned properties and on-campus participating properties revenue | 10,709 | 11,448 |
Operating expenses (income): | ||
Operating expenses | 3,366 | 3,957 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Revenues: | ||
Total revenues | 249,404 | 242,131 |
Operating expenses (income): | ||
Third-party development and management services | 6,207 | 4,186 |
General and administrative | 10,158 | 7,315 |
Depreciation and amortization | 66,169 | 68,755 |
Ground/facility leases | 4,069 | 3,549 |
Gain from disposition of real estate | (48,525) | 0 |
Provision for impairment | 0 | 3,201 |
Total operating expenses | 133,918 | 183,132 |
Operating income | 115,486 | 58,999 |
Nonoperating income (expenses): | ||
Interest income | 851 | 926 |
Interest expense | (27,783) | (27,061) |
Amortization of deferred financing costs | (1,287) | (1,132) |
Loss from early extinguishment of debt | (4,827) | 0 |
Total nonoperating expenses | (33,046) | (27,267) |
Income before income taxes | 82,440 | 31,732 |
Income tax provision | (379) | (364) |
Net income | 82,061 | 31,368 |
Net income attributable to ACC, Inc. and Subsidiaries common stockholders | 81,145 | 29,800 |
Series A preferred unit distributions | (14) | (31) |
Net income attributable to common unitholders | 81,131 | 29,769 |
Other comprehensive loss | ||
Change in fair value of interest rate swaps and other | (9,801) | (5,794) |
Comprehensive income | $ 71,330 | $ 23,975 |
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic, Net of Tax | $ 0.58 | $ 0.21 |
Net income per unit attributable to common unitholders | ||
Basic and diluted (in dollars per share) | $ 0.58 | $ 0.21 |
Weighted-average common units outstanding | ||
Basic (in units) | 137,945,644 | 137,696,323 |
Diluted (in units) | 139,055,988 | 138,747,166 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Owned properties | ||
Revenues: | ||
Owned properties and on-campus participating properties revenue | $ 232,091 | $ 224,419 |
Operating expenses (income): | ||
Operating expenses | 92,474 | 92,169 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | On-campus participating properties | ||
Revenues: | ||
Owned properties and on-campus participating properties revenue | 10,709 | 11,448 |
Operating expenses (income): | ||
Operating expenses | 3,366 | 3,957 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Noncontrolling interests - partially owned properties | ||
Nonoperating income (expenses): | ||
Net income attributable to noncontrolling interests – partially owned properties | (916) | (1,568) |
Third-party development services | ||
Revenues: | ||
Contract with customer, revenue | 2,055 | 3,171 |
Third-party development services | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Revenues: | ||
Contract with customer, revenue | 2,055 | 3,171 |
Third-party management services | ||
Revenues: | ||
Contract with customer, revenue | 3,829 | 2,311 |
Third-party management services | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Revenues: | ||
Contract with customer, revenue | 3,829 | 2,311 |
Resident services | ||
Revenues: | ||
Contract with customer, revenue | 720 | 782 |
Resident services | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Revenues: | ||
Contract with customer, revenue | $ 720 | $ 782 |
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 | Noncontrolling Interests – Partially Owned PropertiesNoncontrolling interests - partially owned properties | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LPAccumulated Other Comprehensive Loss | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LPNoncontrolling Interests – Partially Owned PropertiesNoncontrolling interests - partially owned properties | General PartnerAMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Limited PartnerAMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP |
Equity, Beginning (in shares) at Dec. 31, 2018 | 136,967,286 | |||||||||||
Equity, Beginning at Dec. 31, 2018 | $ 3,546,801 | $ 1,370 | $ 4,458,240 | $ (3,092) | $ (971,070) | $ (4,397) | $ 65,750 | |||||
Capital, Beginning (in units) at Dec. 31, 2018 | 12,222 | 137,024,667 | ||||||||||
Capital, Beginning at Dec. 31, 2018 | $ 3,546,801 | $ (4,397) | $ 65,750 | $ 55 | $ 3,485,393 | |||||||
Equity, Beginning (in shares) at Dec. 31, 2018 | 69,603 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (2,547) | (2,547) | (2,547) | (2,547) | ||||||||
Amortization of restricted stock awards and vesting of restricted stock units | 3,765 | 3,765 | 3,765 | $ 3,765 | ||||||||
Vesting of restricted stock awards (in shares) | 180,961 | 180,961 | ||||||||||
Vesting of restricted stock awards | (3,831) | (3,831) | (3,831) | $ (3,831) | ||||||||
Distributions to common and restricted unit holders and other | (63,611) | (6) | $ (63,605) | |||||||||
Distributions to common and restricted stockholders/unit holders and other | (63,611) | (63,611) | ||||||||||
Contributions by noncontrolling interests - partially owned properties | 625 | 625 | 625 | 625 | ||||||||
Distributions to noncontrolling interests - partially owned properties | (3,661) | (3,661) | (3,661) | (3,661) | ||||||||
Conversion of common and preferred operating partnership units to common stock (in shares) | 42,271 | 42,271 | ||||||||||
Conversion of common and preferred operating partnership units to common stock | 251 | 251 | 251 | $ 251 | ||||||||
Change in fair value of interest rate swaps and other | (5,794) | (5,794) | (5,794) | (5,794) | ||||||||
Deposits (withdraws) to deferred compensation plan, net of withdraws (deposits) (in shares) | (1,829) | 1,829 | ||||||||||
Deposits (withdraws) to deferred compensation plan, net of withdraws (deposits) | 70 | $ (70) | ||||||||||
Net income | 31,109 | 29,640 | 1,469 | 31,109 | 1,469 | $ 3 | $ 29,637 | |||||
Equity, Ending (in shares) at Mar. 31, 2019 | 137,188,689 | |||||||||||
Equity, Ending (in shares) at Mar. 31, 2019 | 71,432 | |||||||||||
Equity, Ending at Mar. 31, 2019 | 3,503,107 | $ 1,370 | 4,455,948 | $ (3,162) | (1,005,041) | (10,191) | 64,183 | |||||
Capital, Ending (in units) at Mar. 31, 2019 | 12,222 | 137,247,899 | ||||||||||
Capital, Ending at Mar. 31, 2019 | 3,503,107 | (10,191) | 64,183 | $ 52 | $ 3,449,063 | |||||||
Equity, Beginning (in shares) at Dec. 31, 2018 | 136,967,286 | |||||||||||
Equity, Beginning at Dec. 31, 2018 | $ 3,546,801 | $ 1,370 | 4,458,240 | $ (3,092) | (971,070) | (4,397) | 65,750 | |||||
Capital, Beginning (in units) at Dec. 31, 2018 | 12,222 | 137,024,667 | ||||||||||
Capital, Beginning at Dec. 31, 2018 | 3,546,801 | (4,397) | 65,750 | $ 55 | $ 3,485,393 | |||||||
Equity, Beginning (in shares) at Dec. 31, 2018 | 69,603 | |||||||||||
Equity, Ending (in shares) at Dec. 31, 2019 | 137,326,824 | |||||||||||
Equity, Ending (in shares) at Dec. 31, 2019 | 77,928 | 77,928 | ||||||||||
Equity, Ending at Dec. 31, 2019 | $ 3,338,674 | $ 1,373 | 4,458,456 | $ (3,486) | (1,144,721) | (16,946) | 43,998 | |||||
Capital, Ending (in units) at Dec. 31, 2019 | 12,222 | 137,392,530 | ||||||||||
Capital, Ending at Dec. 31, 2019 | 3,338,674 | (16,946) | 43,998 | $ 40 | $ 3,311,582 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | 9,490 | 9,490 | 9,490 | 9,490 | ||||||||
Amortization of restricted stock awards and vesting of restricted stock units | 3,988 | 3,988 | 3,988 | $ 3,988 | ||||||||
Vesting of restricted stock awards (in shares) | 199,695 | 199,695 | ||||||||||
Vesting of restricted stock awards | (4,155) | $ 2 | (4,157) | (4,155) | $ (4,155) | |||||||
Distributions to common and restricted unit holders and other | (65,242) | (6) | (65,236) | |||||||||
Distributions to common and restricted stockholders/unit holders and other | (65,242) | (65,242) | ||||||||||
Distributions to noncontrolling interests - partially owned properties | (2,566) | (2,566) | (2,566) | (2,566) | ||||||||
Change in fair value of interest rate swaps and other | (9,801) | (9,801) | (9,801) | (9,801) | ||||||||
Deposits (withdraws) to deferred compensation plan, net of withdraws (deposits) (in shares) | (3,488) | 3,488 | ||||||||||
Deposits (withdraws) to deferred compensation plan, net of withdraws (deposits) | 129 | $ (129) | ||||||||||
Net income | $ 81,750 | 80,855 | 895 | 81,750 | 895 | $ 7 | $ 80,848 | |||||
Equity, Ending (in shares) at Mar. 31, 2020 | 137,523,031 | |||||||||||
Equity, Ending (in shares) at Mar. 31, 2020 | 81,416 | 81,416 | ||||||||||
Equity, Ending at Mar. 31, 2020 | $ 3,352,138 | $ 1,375 | $ 4,467,906 | $ (3,615) | $ (1,129,108) | $ (26,747) | $ 42,327 | |||||
Capital, Ending (in units) at Mar. 31, 2020 | 12,222 | 137,592,225 | ||||||||||
Capital, Ending at Mar. 31, 2020 | $ 3,352,138 | $ (26,747) | $ 42,327 | $ 41 | $ 3,336,517 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Distributions to common and restricted stockholders and other (in dollars per common share) | $ 0.47 | $ 0.46 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Distributions to common and restricted unit holders and other (in dollars per common unit) | $ 0.47 | $ 0.46 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net income | $ 82,061 | $ 31,368 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain from disposition of real estate | (48,525) | 0 |
Loss from early extinguishment of debt | 4,827 | 0 |
Provision for impairment | 0 | 3,201 |
Depreciation and amortization | 66,169 | 68,755 |
Amortization of deferred financing costs and debt premiums/discounts | (3) | (19) |
Share-based compensation | 3,988 | 3,765 |
Income tax provision | 379 | 364 |
Amortization of interest rate swap terminations and other | 428 | 102 |
Student contracts receivable, net | ||
Student contracts receivable, net | 1,143 | (5,491) |
Other assets | 6,990 | (7,723) |
Accounts payable and accrued expenses | (36,172) | (30,595) |
Other liabilities | 9,499 | 16,885 |
Net cash provided by operating activities | 90,784 | 80,612 |
Investing activities | ||
Proceeds from disposition of properties and land parcels | 146,144 | 0 |
Other investing activities | (1,347) | (1,123) |
Net cash provided by (used in) investing activities | 48,021 | (116,872) |
Financing activities | ||
Proceeds from unsecured notes | 399,240 | 0 |
Pay-off of mortgage and construction loans | (34,219) | 0 |
Costs paid related to early extinguishment of debt | (4,156) | 0 |
Pay-off of unsecured notes | (400,000) | 0 |
Proceeds from revolving credit facility | 1,295,700 | 180,600 |
Paydowns of revolving credit facility | (1,111,700) | (110,500) |
Proceeds from construction loans | 0 | 14,174 |
Scheduled principal payments on debt | (2,040) | (2,040) |
Debt issuance costs | (4,693) | (1,853) |
Increase in ownership of consolidated subsidiary | (77,200) | 0 |
Contribution by noncontrolling interests | 0 | 625 |
Taxes paid on net-share settlements | (4,155) | (3,831) |
Distribution paid | (65,242) | (63,611) |
Distributions paid to noncontrolling interests | (2,800) | (3,966) |
Net cash (used in) provided by financing activities | (11,265) | 9,598 |
Net change in cash, cash equivalents, and restricted cash | 127,540 | (26,662) |
Cash, cash equivalents, and restricted cash at beginning of period | 81,348 | 106,517 |
Cash, cash equivalents, and restricted cash at end of period | 208,888 | 79,855 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Total cash, cash equivalents, and restricted cash at end of period | 208,888 | 79,855 |
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of common and preferred operating partnership units to common stock | 0 | 251 |
Accrued development costs and capital expenditures | 27,056 | 35,545 |
Change in fair value of derivative instruments, net | (10,229) | (5,896) |
Change in fair value of redeemable noncontrolling interest | 9,490 | (2,547) |
Initial recognition of operating lease right of use assets | 0 | 280,687 |
Initial recognition of operating lease liabilities | 0 | 279,982 |
Supplemental disclosure of cash flow information | ||
Interest paid | 31,959 | 20,912 |
Owned properties | ||
Investing activities | ||
Capital expenditures | (11,852) | (10,751) |
Owned properties under development | ||
Investing activities | ||
Capital expenditures | (84,359) | (104,768) |
On-campus participating properties | ||
Investing activities | ||
Capital expenditures | (565) | (230) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Operating activities | ||
Net income | 82,061 | 31,368 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain from disposition of real estate | (48,525) | 0 |
Loss from early extinguishment of debt | 4,827 | 0 |
Provision for impairment | 0 | 3,201 |
Depreciation and amortization | 66,169 | 68,755 |
Amortization of deferred financing costs and debt premiums/discounts | (3) | (19) |
Share-based compensation | 3,988 | 3,765 |
Income tax provision | 379 | 364 |
Amortization of interest rate swap terminations and other | 428 | 102 |
Student contracts receivable, net | ||
Student contracts receivable, net | 1,143 | (5,491) |
Other assets | 6,990 | (7,723) |
Accounts payable and accrued expenses | (36,172) | (30,595) |
Other liabilities | 9,499 | 16,885 |
Net cash provided by operating activities | 90,784 | 80,612 |
Investing activities | ||
Proceeds from disposition of properties and land parcels | 146,144 | 0 |
Other investing activities | (1,347) | (1,123) |
Net cash provided by (used in) investing activities | 48,021 | (116,872) |
Financing activities | ||
Proceeds from unsecured notes | 399,240 | 0 |
Pay-off of mortgage and construction loans | (34,219) | 0 |
Costs paid related to early extinguishment of debt | (4,156) | 0 |
Pay-off of unsecured notes | (400,000) | 0 |
Proceeds from revolving credit facility | 1,295,700 | 180,600 |
Paydowns of revolving credit facility | (1,111,700) | (110,500) |
Proceeds from construction loans | 0 | 14,174 |
Scheduled principal payments on debt | (2,040) | (2,040) |
Debt issuance costs | (4,693) | (1,853) |
Increase in ownership of consolidated subsidiary | (77,200) | 0 |
Contribution by noncontrolling interests | 0 | 625 |
Taxes paid on net-share settlements | (4,155) | (3,831) |
Net cash (used in) provided by financing activities | (11,265) | 9,598 |
Net change in cash, cash equivalents, and restricted cash | 127,540 | (26,662) |
Cash, cash equivalents, and restricted cash at beginning of period | 81,348 | 106,517 |
Cash, cash equivalents, and restricted cash at end of period | 208,888 | 79,855 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Total cash, cash equivalents, and restricted cash at end of period | 208,888 | 79,855 |
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of common and preferred operating partnership units to common stock | 0 | 251 |
Accrued development costs and capital expenditures | 27,056 | 35,545 |
Change in fair value of derivative instruments, net | (10,229) | (5,896) |
Change in fair value of redeemable noncontrolling interest | 9,490 | (2,547) |
Initial recognition of operating lease right of use assets | 0 | 280,687 |
Initial recognition of operating lease liabilities | 0 | 279,982 |
Supplemental disclosure of cash flow information | ||
Interest paid | 31,959 | 20,912 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Common and preferred units | ||
Financing activities | ||
Distribution paid | (64,814) | (63,343) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Unvested restricted awards | ||
Financing activities | ||
Distribution paid | (662) | (573) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Noncontrolling interests - partially owned properties | ||
Financing activities | ||
Distributions paid to noncontrolling interests | (2,566) | (3,661) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Owned properties | ||
Investing activities | ||
Capital expenditures | (11,852) | (10,751) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Owned properties under development | ||
Investing activities | ||
Capital expenditures | (84,359) | (104,768) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | On-campus participating properties | ||
Investing activities | ||
Capital expenditures | $ (565) | $ (230) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
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. Through ACC’s controlling interest in American Campus Communities Operating Partnership LP (“ACCOP”), ACC 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’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ACC.” The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of March 31, 2020 , ACC Holdings held an ownership interest in ACCOP of less than 1% . The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties. As of March 31, 2020 , ACC owned an approximate 99.6% limited partnership interest in ACCOP. As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management. Management operates ACC and ACCOP as one business. The management of ACC consists of the same members as the management of ACCOP. ACC consolidates ACCOP for financial reporting purposes, and ACC does not have significant assets other than its investment in ACCOP. Therefore, the assets and liabilities of ACC and ACCOP are the same on their respective financial statements. References to the “Company” means collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP. References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP. Unless otherwise indicated, the accompanying Notes to the Consolidated Financial Statements apply to both the Company and the Operating Partnership. As of March 31, 2020 , 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 operated under ground/facility leases with the related university systems. Of the 166 properties, three were under development as of March 31, 2020 , and when completed will consist of a total of approximately 11,300 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, 2020 , also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 35 properties that represented approximately 26,000 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, 2020 , the Company’s total owned and third-party managed portfolio included 201 properties with approximately 137,900 beds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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, per share, unit and per unit 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. During the first quarter, the Company has 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. 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 March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain circumstances. The rule is effective on January 4, 2021, but earlier compliance is permitted. The Company is in the process of evaluating the rule and its potential effect on the consolidated financial statements of both ACC and ACCOP. In addition, the Company does not expect the following accounting pronouncements issued by the FASB to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" January 1, 2021 Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company adopted ASU 2016-13 on January 1, 2020. The Company notes that a majority of its financial instruments result from operating leasing transactions, which as mentioned above, are not within the scope of the new standard. However, the Company did perform both a quantitative and qualitative analysis on the financial assets that are covered under this guidance, including its loans receivable. Based on this analysis, which included analyzing historical performance, occupancy rates, projected future performance, and macroeconomic trends, the Company concluded this new standard did not have a material impact on the consolidated financial statements. In addition, on January 1, 2020 , the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” • ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” 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 these interim periods 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, 2019 . Restricted Cash Restricted cash consists of funds held in trust and 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 on-campus participating properties. Additionally, restricted cash includes escrow accounts held by lenders and resident 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. Leasing Revenue The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases, and which 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 property revenues in the accompanying consolidated statements of comprehensive income. Lease income under student leases totaled $231.4 million and $221.7 million for the three months ended March 31, 2020 and 2019 , respectively. Lease income under commercial leases totaled $3.2 million and $3.4 million for the three months ended March 31, 2020 and 2019 , respectively. 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 the Operating Partnership, five joint ventures that own a total of 10 operating properties and a land parcel, and six properties owned under the on-campus participating property 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. As of March 31, 2020, the Company evaluated whether the global economic disruption caused by the novel coronavirus disease (“COVID-19”), which was characterized on March 11, 2020 by the World Health Organization as a pandemic, was an impairment indicator. The Company examined a number of factors and concluded that there were no impairments of the carrying values of the Company’s investments in real estate as of March 31, 2020. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Earnings Per Share – Company 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 American Campus Communities Operating Partnership Units (“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, 2020 and 2019 , 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 2020 2019 Common OP Units (Note 8) 468,475 594,788 Preferred OP Units (Note 8) 35,242 64,361 Total potentially dilutive securities 503,717 659,149 The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended 2020 2019 Numerator – basic and diluted earnings per share: Net income $ 82,061 $ 31,368 Net income attributable to noncontrolling interests (1,206 ) (1,728 ) Net income attributable to ACC, Inc. and Subsidiaries common stockholders 80,855 29,640 Amount allocated to participating securities (662 ) (573 ) Net income attributable to common stockholders $ 80,193 $ 29,067 Denominator: Basic weighted average common shares outstanding 137,477,169 137,101,535 Unvested restricted stock awards (Note 9) 1,110,344 1,050,843 Diluted weighted average common shares outstanding 138,587,513 138,152,378 Earnings per share: Net income attributable to common stockholders - basic and diluted $ 0.58 $ 0.21 Earnings per Unit – Operating Partnership Basic earnings per OP Unit is computed using net income attributable to common unitholders and the weighted average number of common units outstanding during the period. Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the earnings of the Operating Partnership. The following is a summary of the elements used in calculating basic and diluted earnings per unit: Three Months Ended 2020 2019 Numerator – basic and diluted earnings per unit: Net income $ 82,061 $ 31,368 Net income attributable to noncontrolling interests – partially owned properties (916 ) (1,568 ) Series A preferred unit distributions (14 ) (31 ) Amount allocated to participating securities (662 ) (573 ) Net income attributable to common unitholders $ 80,469 $ 29,196 Denominator: Basic weighted average common units outstanding 137,945,644 137,696,323 Unvested restricted stock awards (Note 9) 1,110,344 1,050,843 Diluted weighted average common units outstanding 139,055,988 138,747,166 Earnings per unit: Net income attributable to common unitholders - basic and diluted $ 0.58 $ 0.21 |
Property Dispositions
Property Dispositions | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Property Dispositions | Property Dispositions Property Dispositions In March 2020, the Company sold The Varsity, an owned property located near University of Maryland in College Park, Maryland, containing 901 beds for $148.0 million , resulting in net cash proceeds of approximately $146.1 million . The net gain on this disposition totaled approximately $48.5 million |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Land $ 643,380 $ 654,985 Buildings and improvements 6,646,917 6,749,757 Furniture, fixtures and equipment 389,589 391,208 Construction in progress 437,203 341,554 8,117,089 8,137,504 Less accumulated depreciation (1,480,232 ) (1,442,789 ) Owned properties, net $ 6,636,857 $ 6,694,715 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 $3.2 million and $2.7 million was capitalized during the three months ended March 31, 2020 and 2019 , respectively. On-Campus Participating Properties Our on-campus participating properties 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. On-campus participating properties consisted of the following: March 31, 2020 December 31, 2019 Buildings and improvements $ 156,359 $ 155,941 Furniture, fixtures and equipment 13,705 13,552 Construction in progress — 6 170,064 169,499 Less accumulated depreciation (96,348 ) (94,311 ) On-campus participating properties, net $ 73,716 $ 75,188 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Debt secured by owned properties: Mortgage loans payable: Unpaid principal balance $ 657,840 $ 693,584 Unamortized deferred financing costs (1,172 ) (1,294 ) Unamortized debt premiums 5,173 6,596 Unamortized debt discounts (187 ) (199 ) 661,654 698,687 Debt secured by on-campus participating properties: Mortgage loans payable (1) 65,428 65,942 Bonds payable (1) 23,215 23,215 Unamortized deferred financing costs (395 ) (418 ) 88,248 88,739 Total secured mortgage, construction and bond debt 749,902 787,426 Unsecured notes, net of unamortized OID and deferred financing costs (2) 1,981,472 1,985,603 Unsecured term loans, net of unamortized deferred financing costs (3) 199,209 199,121 Unsecured revolving credit facility 609,700 425,700 Total debt, net $ 3,540,283 $ 3,397,850 (1) The creditors of mortgage loans payable and bonds payable related to on-campus participating properties do not have recourse to the assets of the Company. (2) Includes net unamortized original issue discount (“OID”) of $2.8 million and $2.3 million at March 31, 2020 and December 31, 2019 , respectively, and net unamortized deferred financing costs of $15.7 million and $12.1 million at March 31, 2020 and December 31, 2019 , respectively. (3) Includes net unamortized deferred financing costs of $0.8 million and $0.9 million at March 31, 2020 and December 31, 2019 , respectively. Mortgage Loans Payable During the three months ended March 31, 2020 , the Company paid off approximately $34.2 million of fixed rate mortgage debt secured by one owned property. During the three months ended March 31, 2019, the Company did not pay off any mortgage debt. In January 2019, the Company refinanced $70.0 million of variable rate debt on one wholly-owned property, extending the maturity to January 2024. The Company entered into an interest rate swap contract to hedge the variable rate cash flows associated with interest payments on this LIBOR-based mortgage loan, resulting in a fixed rate of 4.00% . Refer to Note 10 for information related to derivatives. Unsecured Notes In January 2020, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These 10 -year notes were issued at 99.81% of par value with a coupon of 2.85% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on February 1 and August 1, with the first payment due and payable on August 1, 2020. The notes will mature on February 1, 2030. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.5 million , after deducting the underwriting discount and offering expenses which will be amortized over the term of the unsecured notes. The Company used the proceeds to fund the early redemption of its $400 million 3.35% Senior Notes due October 2020. The prepayment resulted in a loss from early extinguishment of debt of approximately $4.8 million for the three months ended March 31, 2020 , which is included in the accompanying statements of comprehensive income. The following senior unsecured notes issued by the Company are outstanding as of March 31, 2020 : 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 $ 2,000,000 $ 4,216 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 10 ). 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, 2020 , the Company was in compliance with all such covenants. Unsecured Revolving Credit Facility In February 2019, the Company exercised the option under the existing credit agreement to increase the capacity of the unsecured revolving credit facility from $700 million to $1.0 billion . It may be expanded by up to an additional $200 million upon the satisfaction of certain conditions. The maturity date of the revolving credit facility is March 2022 . The unsecured revolving credit facility bears interest at a variable rate, at the Company’s option, based upon a base rate of one-, two-, 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. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $1.0 billion revolving credit facility. As of March 31, 2020 , the revolving credit facility bore interest at a weighted average annual rate of 2.13% ( 0.93% + 1.00% spread + 0.20% facility fee), and availability under the revolving credit facility totaled $390.3 million . The terms of the unsecured credit facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens. The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation and amortization) to fixed charges. The financial covenants also include a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of March 31, 2020 , the Company was in compliance with all such covenants. Unsecured Term Loans The Company is currently party to an Unsecured Term Loan Credit Agreement (the “Term Loan Facility”) totaling $200 million which 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. In November and December 2019, the Company entered into two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan Facility. The weighted average annual rate on the Term Loan Facility was 2.54% ( 1.44% + 1.10% spread) at March 31, 2020 . The terms of the Term Loan Facility include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of March 31, 2020 , the Company was in compliance with all such covenants. |
Stockholders' Equity _ Partners
Stockholders' Equity / Partners' Capital | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity / Partners' Capital | Stockholders’ Equity / Partners’ Capital Stockholders’ Equity - Company 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 . Actual sales under the program will depend on a variety of factors including, but not limited to, market conditions, the trading price of the Company’s common stock and determinations of the appropriate sources of funding for the Company. There was no activity under the Company’s ATM Equity Program during the three months ended March 31, 2020 and 2019 . As of March 31, 2020 , the Company had approximately $500.0 million available for issuance under its ATM Equity Program. The Company has a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) for the benefit of certain employees and members of the Company’s Board of Directors, in which vested share awards (see Note 9 ), 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, 2020 , 9,365 and 5,877 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of March 31, 2020 , 81,416 shares of ACC’s common stock were held in the Deferred Compensation Plan. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Interests in Consolidated Real Estate Joint Ventures Noncontrolling interests - partially owned properties: As of March 31, 2020 , the Operating Partnership consolidates four joint ventures that own and operate ten owned off-campus properties. The portion of net assets attributable to the third-party partners in these arrangements is classified as “noncontrolling interests - partially owned properties” within equity and capital on the accompanying consolidated balance sheets of ACC and the Operating Partnership, respectively. Redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) : The noncontrolling interest holder in the Core Spaces / DRW Real Estate Investment joint ventures (the “Core Joint Ventures”), which were formed in 2017, had the option to redeem its noncontrolling interest in the entities through the exercise of put options. As the exercise of the options was outside of the Company’s control, the portion of net assets attributable to the third-party partner was classified as “redeemable noncontrolling interests” and “redeemable limited partners” in the mezzanine section of the December 31, 2019 consolidated balance sheets of ACC and the Operating Partnership, respectively. The redemption price was based on the fair value of the properties at the time of option exercise. These redeemable noncontrolling interests were marked to their redemption value at each balance sheet date. As the change in redemption value was based on fair value, there was no effect on the Company’s earnings per share. The noncontrolling interest holder exercised its option to redeem its remaining ownership interest in the Core Joint Ventures during the three months ended March 31, 2020 , which reduced the redeemable noncontrolling interest by $77.2 million . As of March 31, 2020 , the Company had 100% ownership interest in all five properties initially held by the Core Joint Ventures. Operating Partnership Ownership Also included in redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) are OP Units for which the Operating Partnership is required, either by contract or securities law, to deliver registered common shares of ACC to the exchanging OP unit holder, or for which the Operating Partnership has the intent or history of exchanging such units for cash. The units classified as such include Series A Preferred Units (“Preferred OP Units”) as well as 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 of ACC. As of March 31, 2020 and December 31, 2019 , approximately 0.4% of the equity interests of the Operating Partnership were held by owners of Common OP Units and Preferred OP Units not held by ACC or ACC Holdings. During the three months ended March 31, 2020 , no Common or Preferred OP Units were converted into an equal number of shares of ACC’s common stock. During the year ended December 31, 2019 , 126,313 Common OP Units and 42,271 Preferred OP Units were converted into an equal number of shares of ACC’s common stock. Below is a table summarizing the activity of redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) for the three months ended March 31, 2020 and 2019 , which includes both the redeemable joint venture partners and OP Units discussed above: Balance, December 31, 2019 $ 104,381 Net income 311 Distributions (234 ) Purchase of noncontrolling interests (77,200 ) Adjustments to reflect redeemable noncontrolling interests at fair value (9,490 ) Balance, March 31, 2020 $ 17,768 Balance, December 31, 2018 $ 184,446 Net income 259 Distributions (305 ) Conversion of OP Units into shares of ACC common stock (252 ) Adjustments to reflect redeemable noncontrolling interests at fair value 2,547 Balance, March 31, 2019 $ 186,695 |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2020 | |
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. Restricted Stock Awards A summary of RSAs as of March 31, 2020 and activity during the three months then ended is presented below: Number of RSAs Nonvested balance at December 31, 2019 967,341 Granted 443,998 Vested (1) (295,385 ) Forfeited (10,787 ) Nonvested balance at March 31, 2020 1,105,167 (1) Includes 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, 2020 and 2019 amounted to approximately $4.0 million and $3.8 million , respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 , the Company was not in default on any of its indebtedness or derivative instruments. The following table summarizes the Company’s outstanding interest rate swap contracts which are included in other liabilities on the accompanying consolidated balance sheets as of March 31, 2020 : Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Rate Index Current Notional Amount Fair Value Cullen Oaks mortgage loan Feb 18, 2014 Feb 15, 2021 2.2750% LIBOR - 1 month $ 12,446 $ (209 ) Cullen Oaks mortgage loan Feb 18, 2014 Feb 15, 2021 2.2750% LIBOR - 1 month 12,575 (211 ) Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month 70,000 (6,368 ) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month, with 1 day lookback 37,500 (927 ) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (2,656 ) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (2,547 ) Total $ 332,521 $ (12,918 ) 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, 2020 and December 31, 2019 : Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Description Balance Sheet Location 3/31/2020 12/31/2019 Balance Sheet Location 3/31/2020 12/31/2019 Interest rate swap contracts Other assets $ — $ 743 Other liabilities $ 12,918 $ 3,436 Total derivatives designated $ — $ 743 $ 12,918 $ 3,436 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, 2020 and 2019 . Three Months Ended March 31, Description 2020 2019 Change in fair value of derivatives and other recognized in OCI $ (10,229 ) $ (5,896 ) Amortization of interest rate swap terminations (1) 428 102 Total change in OCI due to derivative financial instruments $ (9,801 ) $ (5,794 ) Interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 27,783 $ 27,061 (1) Represents amortization from OCI into interest expense. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 . 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, 2020 and December 31, 2019 , 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. Refer to Note 8 for a discussion of the Level 3 activity during the period related to the redeemable noncontrolling interests in partially owned properties. Fair Value Measurements as of March 31, 2020 December 31, 2019 Level 2 Level 3 Total Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ — $ — $ 743 (1) $ — $ 743 Liabilities: Derivative financial instruments $ 12,918 (1) $ — $ 12,918 $ 3,436 (1) $ — $ 3,436 Mezzanine: Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) $ 14,768 (2) $ 3,000 $ 17,768 $ 23,690 (2) $ 80,691 (3) $ 104,381 (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 8 . (3) Represents the Core Joint Ventures component of redeemable noncontrolling interests which is valued using primarily unobservable inputs, including the Company’s analysis of comparable properties in the Company’s portfolio, estimations of net operating results of the properties, capitalization rates, discount rates, and other market data. Refer to Note 8 . Financial Instruments Not Carried at Fair Value As of March 31, 2020 and December 31, 2019 , 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, 2020 and December 31, 2019 , the carrying values for the following instruments represent fair values due the variable interest rate feature of the instruments: Unsecured Revolving Credit Facility and Mortgage Loan Payable (variable rate). The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of March 31, 2020 and December 31, 2019 . There were no Level 1 measurements for the periods presented. March 31, 2020 December 31, 2019 Estimated Fair Value Estimated Fair Value Carrying Amount Level 2 Level 3 Carrying Level 2 Level 3 Assets Loans receivable $ 51,268 $ — $ 48,307 (1) $ 50,553 $ — $ 48,307 (1) Liabilities (2) Unsecured notes $ 1,981,472 $ 1,977,419 (3) $ — $ 1,985,603 $ 2,069,817 (3) $ — Mortgage loans payable (fixed rate) $ 723,978 (4) $ 772,773 (5) $ — $ 761,296 (4) $ 766,821 (5) $ — Bonds payable $ 23,017 $ 25,292 (6) $ — $ 23,001 $ 25,110 (6) $ — Unsecured term loan (fixed rate) $ 199,209 $ 203,420 (7) $ — $ 199,121 $ 198,687 (7) $ — (1) Valued using a discounted cash flow analysis with inputs of scheduled cash flows and discount rates that a willing buyer and seller might use. (2) Carrying amounts disclosed include any applicable net unamortized OID, net unamortized deferred financing costs, and net unamortized debt premiums and discounts (see Note 6 ). (3) 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. (4) Does not include one variable rate mortgage loan with a principal balance of $2.9 million and $3.1 million as of March 31, 2020 and December 31, 2019, respectively. (5) Valued using the present value of the cash flows at current market interest rates through maturity that primarily fall within the Level 2 category. (6) Valued using quoted prices in markets that are not active due to the unique characteristics of these financial instruments. (7) In 2019, the Company entered into two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan Facility (see Note 6 ). 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Construction Contracts: As of March 31, 2020 , the Company estimates additional costs to complete three owned development projects under construction to be approximately $355.3 million . Contingencies Development-related Guarantees: For certain of its third-party development projects, the Company commonly provides alternate housing and project cost guarantees, subject to force majeure. These guarantees are typically limited, on an aggregate basis, to the amount of the projects’ related development fees or a contractually agreed-upon maximum exposure amount. Alternate housing guarantees generally require the Company to provide substitute living quarters and transportation for students to and from the university if the project is not complete by an agreed-upon completion date. These guarantees typically expire at the later of five days after completion of the project or once the Company has moved all students from the substitute living quarters into the project. Under project cost guarantees, the Company is responsible for the construction cost of a project in excess of an approved budget. The budget consists primarily of costs included in the general contractors’ guaranteed maximum price contract (“GMP”). In most cases, the GMP obligates the general contractor, subject to force majeure and approved change orders, to provide completion date guarantees and to cover cost overruns and liquidated damages. In 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 is approximately $10.6 million as of March 31, 2020 . As of March 31, 2020 , management does not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress. Although the company currently anticipates completing these projects on time and within budget, the project locations are currently subject to “shelter in place” or “stay at home” orders adopted by state and local authorities in response to the COVID-19 pandemic. Some of these orders may adversely affect the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction entirely, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of materials or labor; however, the Company anticipates that deviations from schedule or budget related due to the effects of the COVID-19 pandemic will qualify as force majeure events. 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. 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 beds are not delivered on their respective delivery date is approximately $0.2 million per day. 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 connection with the execution of the agreement, the Company made an earnest money deposit of $2.1 million which is included in restricted cash on the accompanying consolidated balance sheet. 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 and a commission calculated as a percentage of the sales price, and also reimburse the seller for 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, 2020 , the Company has deferred approximately $9.5 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are net of any contractual arrangements through which the Company could be reimbursed by another party. Such costs are included in other assets on the accompanying consolidated balance sheets. Litigation: The Company is subject to various claims, lawsuits and legal proceedings, as well as other matters that have not been fully resolved and that have arisen in the ordinary course of business. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. However, the outcome of claims, lawsuits and legal proceedings brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, the ultimate results of these matters cannot be predicted with certainty. Litigation Settlement: Although the Company denied any wrongdoing in this matter and believes it has valid defenses to the claims asserted, in March 2020, the Company entered into a memorandum of settlement to resolve an alleged collective action pursuant to which the Company agreed to pay an aggregate of $1.5 million to the plaintiffs, which memorandum is subject to court approval. During the quarter ended December 31, 2019, when the settlement became probable and reasonably estimable, the Company recorded litigation expense of $0.4 million based on legal counsel’s estimate of the settlement amount which was not yet determined. During the first quarter 2020, the Company recorded an additional $1.1 million |
Segments
Segments | 3 Months Ended |
Mar. 31, 2020 | |
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. During the year ended December 31, 2019, the Company updated the presentation of certain items in the reconciliations section in the segment disclosures by including additional detail in the reconciliation of segment income before depreciation and amortization to consolidated net income. These updates were also made in the tables below. Three Months Ended March 31, 2020 2019 Owned Properties Rental revenues and other income $ 232,811 $ 225,201 Interest income 117 119 Total revenues from external customers 232,928 225,320 Operating expenses before depreciation, amortization, and ground/facility lease expense (92,474 ) (92,169 ) Ground/facility lease expense (3,209 ) (2,667 ) Interest expense, net (1) (3,046 ) (4,763 ) Operating income before depreciation and amortization $ 134,199 $ 125,721 Depreciation and amortization $ 63,243 $ 65,504 Capital expenditures $ 96,211 $ 115,519 On-Campus Participating Properties Rental revenues and other income $ 10,709 $ 11,448 Interest income 19 41 Total revenues from external customers 10,728 11,489 Operating expenses before depreciation, amortization, and ground/facility lease expense (3,366 ) (3,957 ) Ground/facility lease expense (860 ) (882 ) Interest expense, net (1) (1,142 ) (1,303 ) Operating income before depreciation and amortization $ 5,360 $ 5,347 Depreciation and amortization $ 2,037 $ 2,029 Capital expenditures $ 565 $ 230 Development Services Development and construction management fees $ 2,055 $ 3,171 Operating expenses (2,525 ) (2,300 ) Operating (loss) income before depreciation and amortization $ (470 ) $ 871 Property Management Services Property management fees from external customers $ 3,829 $ 2,311 Operating expenses (3,682 ) (1,886 ) Operating income before depreciation and amortization $ 147 $ 425 Reconciliations Total segment revenues and other income $ 249,540 $ 242,291 Unallocated interest income earned on investments and corporate cash 715 766 Total consolidated revenues, including interest income $ 250,255 $ 243,057 Segment income before depreciation and amortization $ 139,236 $ 132,364 Segment depreciation and amortization (65,280 ) (67,533 ) Corporate depreciation (889 ) (1,222 ) Net unallocated expenses relating to corporate interest and overhead (33,038 ) (27,544 ) Gain from disposition of real estate 48,525 — Amortization of deferred financing costs (1,287 ) (1,132 ) Provision for impairment — (3,201 ) Loss from early extinguishment of debt (4,827 ) — Income tax provision (379 ) (364 ) Net income $ 82,061 $ 31,368 (1) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions : On April 29, 2020 , the Board of Directors of the Company declared a distribution per share of $0.47 , which will be paid on May 22, 2020 to all common stockholders of record as of May 11, 2020 . At the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units (see Note 8 ). COVID-19 Pandemic: COVID-19, which was characterized on March 11, 2020 by the World Health Organization as a pandemic, has currently resulted in a widespread health crisis, which has adversely affected international, national and local economies and financial markets generally, and has had an unprecedented effect on many businesses including the student housing industry. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, the Company is not able to estimate the resulting effects on its results of operations, cash flows, financial condition, or liquidity for the year ending December 31, 2020. The Company will continue to closely monitor the magnitude and duration of the economic disruption associated with the COVID-19 pandemic, especially as it relates to whether future evolving facts and circumstances indicate if an impairment indicator has occurred with respect to the Company’s investments in real estate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and use of Estimates | 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, per share, unit and per unit 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 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. During the first quarter, the Company has 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. 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 March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain circumstances. The rule is effective on January 4, 2021, but earlier compliance is permitted. The Company is in the process of evaluating the rule and its potential effect on the consolidated financial statements of both ACC and ACCOP. In addition, the Company does not expect the following accounting pronouncements issued by the FASB to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" January 1, 2021 Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company adopted ASU 2016-13 on January 1, 2020. The Company notes that a majority of its financial instruments result from operating leasing transactions, which as mentioned above, are not within the scope of the new standard. However, the Company did perform both a quantitative and qualitative analysis on the financial assets that are covered under this guidance, including its loans receivable. Based on this analysis, which included analyzing historical performance, occupancy rates, projected future performance, and macroeconomic trends, the Company concluded this new standard did not have a material impact on the consolidated financial statements. In addition, on January 1, 2020 , the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract” • ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” |
Interim Financial Statements | 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 these interim periods 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, 2019 . |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in trust and 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 on-campus participating properties. Additionally, restricted cash includes escrow accounts held by lenders and resident 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. |
Leasing Revenue | Leasing Revenue |
Consolidated VIEs | 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 the Operating Partnership, five joint ventures that own a total of 10 operating properties and a land parcel, and six |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of accounting pronouncements | In addition, the Company does not expect the following accounting pronouncements issued by the FASB to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" January 1, 2021 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities not included in calculating diluted earnings per share | The following is a summary of the elements used in calculating basic and diluted earnings per unit: Three Months Ended 2020 2019 Numerator – basic and diluted earnings per unit: Net income $ 82,061 $ 31,368 Net income attributable to noncontrolling interests – partially owned properties (916 ) (1,568 ) Series A preferred unit distributions (14 ) (31 ) Amount allocated to participating securities (662 ) (573 ) Net income attributable to common unitholders $ 80,469 $ 29,196 Denominator: Basic weighted average common units outstanding 137,945,644 137,696,323 Unvested restricted stock awards (Note 9) 1,110,344 1,050,843 Diluted weighted average common units outstanding 139,055,988 138,747,166 Earnings per unit: Net income attributable to common unitholders - basic and diluted $ 0.58 $ 0.21 The following potentially dilutive securities were outstanding for the three months ended March 31, 2020 and 2019 , 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 2020 2019 Common OP Units (Note 8) 468,475 594,788 Preferred OP Units (Note 8) 35,242 64,361 Total potentially dilutive securities 503,717 659,149 |
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 2020 2019 Numerator – basic and diluted earnings per share: Net income $ 82,061 $ 31,368 Net income attributable to noncontrolling interests (1,206 ) (1,728 ) Net income attributable to ACC, Inc. and Subsidiaries common stockholders 80,855 29,640 Amount allocated to participating securities (662 ) (573 ) Net income attributable to common stockholders $ 80,193 $ 29,067 Denominator: Basic weighted average common shares outstanding 137,477,169 137,101,535 Unvested restricted stock awards (Note 9) 1,110,344 1,050,843 Diluted weighted average common shares outstanding 138,587,513 138,152,378 Earnings per share: Net income attributable to common stockholders - basic and diluted $ 0.58 $ 0.21 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Land $ 643,380 $ 654,985 Buildings and improvements 6,646,917 6,749,757 Furniture, fixtures and equipment 389,589 391,208 Construction in progress 437,203 341,554 8,117,089 8,137,504 Less accumulated depreciation (1,480,232 ) (1,442,789 ) Owned properties, net $ 6,636,857 $ 6,694,715 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 $3.2 million and $2.7 million was capitalized during the three months ended March 31, 2020 and 2019 , respectively. On-Campus Participating Properties Our on-campus participating properties 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. On-campus participating properties consisted of the following: March 31, 2020 December 31, 2019 Buildings and improvements $ 156,359 $ 155,941 Furniture, fixtures and equipment 13,705 13,552 Construction in progress — 6 170,064 169,499 Less accumulated depreciation (96,348 ) (94,311 ) On-campus participating properties, net $ 73,716 $ 75,188 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of summary of outstanding consolidated indebtedness, including unamortized debt premiums and discounts | The following senior unsecured notes issued by the Company are outstanding as of March 31, 2020 : 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 $ 2,000,000 $ 4,216 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 10 ). A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: March 31, 2020 December 31, 2019 Debt secured by owned properties: Mortgage loans payable: Unpaid principal balance $ 657,840 $ 693,584 Unamortized deferred financing costs (1,172 ) (1,294 ) Unamortized debt premiums 5,173 6,596 Unamortized debt discounts (187 ) (199 ) 661,654 698,687 Debt secured by on-campus participating properties: Mortgage loans payable (1) 65,428 65,942 Bonds payable (1) 23,215 23,215 Unamortized deferred financing costs (395 ) (418 ) 88,248 88,739 Total secured mortgage, construction and bond debt 749,902 787,426 Unsecured notes, net of unamortized OID and deferred financing costs (2) 1,981,472 1,985,603 Unsecured term loans, net of unamortized deferred financing costs (3) 199,209 199,121 Unsecured revolving credit facility 609,700 425,700 Total debt, net $ 3,540,283 $ 3,397,850 (1) The creditors of mortgage loans payable and bonds payable related to on-campus participating properties do not have recourse to the assets of the Company. (2) Includes net unamortized original issue discount (“OID”) of $2.8 million and $2.3 million at March 31, 2020 and December 31, 2019 , respectively, and net unamortized deferred financing costs of $15.7 million and $12.1 million at March 31, 2020 and December 31, 2019 , respectively. (3) Includes net unamortized deferred financing costs of $0.8 million and $0.9 million at March 31, 2020 and December 31, 2019 , respectively. |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Schedule of summarized activity of redeemable limited partners | Below is a table summarizing the activity of redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) for the three months ended March 31, 2020 and 2019 , which includes both the redeemable joint venture partners and OP Units discussed above: Balance, December 31, 2019 $ 104,381 Net income 311 Distributions (234 ) Purchase of noncontrolling interests (77,200 ) Adjustments to reflect redeemable noncontrolling interests at fair value (9,490 ) Balance, March 31, 2020 $ 17,768 Balance, December 31, 2018 $ 184,446 Net income 259 Distributions (305 ) Conversion of OP Units into shares of ACC common stock (252 ) Adjustments to reflect redeemable noncontrolling interests at fair value 2,547 Balance, March 31, 2019 $ 186,695 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of restricted stock units and awards | A summary of RSAs as of March 31, 2020 and activity during the three months then ended is presented below: Number of RSAs Nonvested balance at December 31, 2019 967,341 Granted 443,998 Vested (1) (295,385 ) Forfeited (10,787 ) Nonvested balance at March 31, 2020 1,105,167 (1) Includes shares withheld to satisfy tax obligations upon vesting. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 which are included in other liabilities on the accompanying consolidated balance sheets as of March 31, 2020 : Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Rate Index Current Notional Amount Fair Value Cullen Oaks mortgage loan Feb 18, 2014 Feb 15, 2021 2.2750% LIBOR - 1 month $ 12,446 $ (209 ) Cullen Oaks mortgage loan Feb 18, 2014 Feb 15, 2021 2.2750% LIBOR - 1 month 12,575 (211 ) Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month 70,000 (6,368 ) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month, with 1 day lookback 37,500 (927 ) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (2,656 ) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (2,547 ) Total $ 332,521 $ (12,918 ) |
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, 2020 and December 31, 2019 : Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Description Balance Sheet Location 3/31/2020 12/31/2019 Balance Sheet Location 3/31/2020 12/31/2019 Interest rate swap contracts Other assets $ — $ 743 Other liabilities $ 12,918 $ 3,436 Total derivatives designated $ — $ 743 $ 12,918 $ 3,436 |
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, 2020 and 2019 . Three Months Ended March 31, Description 2020 2019 Change in fair value of derivatives and other recognized in OCI $ (10,229 ) $ (5,896 ) Amortization of interest rate swap terminations (1) 428 102 Total change in OCI due to derivative financial instruments $ (9,801 ) $ (5,794 ) Interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 27,783 $ 27,061 (1) Represents amortization from OCI into interest expense. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 , 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. Refer to Note 8 for a discussion of the Level 3 activity during the period related to the redeemable noncontrolling interests in partially owned properties. Fair Value Measurements as of March 31, 2020 December 31, 2019 Level 2 Level 3 Total Level 2 Level 3 Total Assets: Derivative financial instruments $ — $ — $ — $ 743 (1) $ — $ 743 Liabilities: Derivative financial instruments $ 12,918 (1) $ — $ 12,918 $ 3,436 (1) $ — $ 3,436 Mezzanine: Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) $ 14,768 (2) $ 3,000 $ 17,768 $ 23,690 (2) $ 80,691 (3) $ 104,381 (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 8 . (3) Represents the Core Joint Ventures component of redeemable noncontrolling interests which is valued using primarily unobservable inputs, including the Company’s analysis of comparable properties in the Company’s portfolio, estimations of net operating results of the properties, capitalization rates, discount rates, and other market data. Refer to Note 8 . |
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, 2020 and December 31, 2019 . There were no Level 1 measurements for the periods presented. March 31, 2020 December 31, 2019 Estimated Fair Value Estimated Fair Value Carrying Amount Level 2 Level 3 Carrying Level 2 Level 3 Assets Loans receivable $ 51,268 $ — $ 48,307 (1) $ 50,553 $ — $ 48,307 (1) Liabilities (2) Unsecured notes $ 1,981,472 $ 1,977,419 (3) $ — $ 1,985,603 $ 2,069,817 (3) $ — Mortgage loans payable (fixed rate) $ 723,978 (4) $ 772,773 (5) $ — $ 761,296 (4) $ 766,821 (5) $ — Bonds payable $ 23,017 $ 25,292 (6) $ — $ 23,001 $ 25,110 (6) $ — Unsecured term loan (fixed rate) $ 199,209 $ 203,420 (7) $ — $ 199,121 $ 198,687 (7) $ — (1) Valued using a discounted cash flow analysis with inputs of scheduled cash flows and discount rates that a willing buyer and seller might use. (2) Carrying amounts disclosed include any applicable net unamortized OID, net unamortized deferred financing costs, and net unamortized debt premiums and discounts (see Note 6 ). (3) 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. (4) Does not include one variable rate mortgage loan with a principal balance of $2.9 million and $3.1 million as of March 31, 2020 and December 31, 2019, respectively. (5) Valued using the present value of the cash flows at current market interest rates through maturity that primarily fall within the Level 2 category. (6) Valued using quoted prices in markets that are not active due to the unique characteristics of these financial instruments. (7) In 2019, the Company entered into two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan Facility (see Note 6 ). 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, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | These updates were also made in the tables below. Three Months Ended March 31, 2020 2019 Owned Properties Rental revenues and other income $ 232,811 $ 225,201 Interest income 117 119 Total revenues from external customers 232,928 225,320 Operating expenses before depreciation, amortization, and ground/facility lease expense (92,474 ) (92,169 ) Ground/facility lease expense (3,209 ) (2,667 ) Interest expense, net (1) (3,046 ) (4,763 ) Operating income before depreciation and amortization $ 134,199 $ 125,721 Depreciation and amortization $ 63,243 $ 65,504 Capital expenditures $ 96,211 $ 115,519 On-Campus Participating Properties Rental revenues and other income $ 10,709 $ 11,448 Interest income 19 41 Total revenues from external customers 10,728 11,489 Operating expenses before depreciation, amortization, and ground/facility lease expense (3,366 ) (3,957 ) Ground/facility lease expense (860 ) (882 ) Interest expense, net (1) (1,142 ) (1,303 ) Operating income before depreciation and amortization $ 5,360 $ 5,347 Depreciation and amortization $ 2,037 $ 2,029 Capital expenditures $ 565 $ 230 Development Services Development and construction management fees $ 2,055 $ 3,171 Operating expenses (2,525 ) (2,300 ) Operating (loss) income before depreciation and amortization $ (470 ) $ 871 Property Management Services Property management fees from external customers $ 3,829 $ 2,311 Operating expenses (3,682 ) (1,886 ) Operating income before depreciation and amortization $ 147 $ 425 Reconciliations Total segment revenues and other income $ 249,540 $ 242,291 Unallocated interest income earned on investments and corporate cash 715 766 Total consolidated revenues, including interest income $ 250,255 $ 243,057 Segment income before depreciation and amortization $ 139,236 $ 132,364 Segment depreciation and amortization (65,280 ) (67,533 ) Corporate depreciation (889 ) (1,222 ) Net unallocated expenses relating to corporate interest and overhead (33,038 ) (27,544 ) Gain from disposition of real estate 48,525 — Amortization of deferred financing costs (1,287 ) (1,132 ) Provision for impairment — (3,201 ) Loss from early extinguishment of debt (4,827 ) — Income tax provision (379 ) (364 ) Net income $ 82,061 $ 31,368 (1) |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2020BedProperty | |
Real Estate Properties [Line Items] | |
Number of properties | 166 |
Number of beds | Bed | 111,900 |
On-campus participating properties | |
Real Estate Properties [Line Items] | |
Number of properties | 6 |
Owned properties | |
Real Estate Properties [Line Items] | |
Number of properties | 10 |
Owned properties | Off Campus Properties | |
Real Estate Properties [Line Items] | |
Number of properties | 126 |
Owned properties | American Campus Equity | |
Real Estate Properties [Line Items] | |
Number of housing properties | 34 |
Owned properties | Under Development | |
Real Estate Properties [Line Items] | |
Number of beds | Bed | 11,300 |
Number of properties under development | 3 |
Management And Leasing Services | |
Real Estate Properties [Line Items] | |
Number of properties | 35 |
Number of beds | Bed | 26,000 |
Investments in real estate, net | |
Real Estate Properties [Line Items] | |
Number of properties | 201 |
Number of beds | Bed | 137,900 |
Maximum | |
Real Estate Properties [Line Items] | |
Initial term of contract | 5 years |
Minimum | |
Real Estate Properties [Line Items] | |
Initial term of contract | 1 year |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | |
Real Estate Properties [Line Items] | |
General partner ownership interest (percent) less than | 1.00% |
Limited partner ownership interest (percent) | 99.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)EntityProperty | Mar. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of third-party joint venture partners (entities) | Entity | 5 | |
Number of properties | 166 | |
Six joint ventures | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of properties | 10 | |
On-campus participating properties | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of properties | 6 | |
Student Lease Property | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease income | $ | $ 231.4 | $ 221.7 |
Commercial Lease Property | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease income | $ | $ 3.2 | $ 3.4 |
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, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 503,717 | 659,149 |
Common OP Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 468,475 | 594,788 |
Preferred OP Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities (in shares) | 35,242 | 64,361 |
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, 2020 | Mar. 31, 2019 | |
Numerator – basic and diluted earnings per share: | ||
Net income (loss) | $ 82,061 | $ 31,368 |
Net income attributable to noncontrolling interests – partially owned properties | (1,206) | (1,728) |
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders | 80,855 | 29,640 |
Amount allocated to participating securities | (662) | (573) |
Net income (loss) attributable to common unitholders | $ 80,193 | $ 29,067 |
Denominator: | ||
Basic weighted average common shares outstanding (in shares) | 137,477,169 | 137,101,535 |
Diluted weighted average common shares outstanding (in shares) | 138,587,513 | 138,152,378 |
Earnings per share: | ||
Net income attributable to common stockholders - basic and diluted (in dollars per share) | $ 0.58 | $ 0.21 |
Unvested restricted stock awards | ||
Denominator: | ||
Unvested restricted stock awards (in shares) | 1,110,344 | 1,050,843 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Elements Used in Calculating Basic and Diluted Earnings per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Line Items] | ||
Net income | $ 82,061 | $ 31,368 |
Net income attributable to noncontrolling interests – partially owned properties | (1,206) | (1,728) |
Net income (loss) attributable to common unitholders | 80,193 | 29,067 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Earnings Per Share [Line Items] | ||
Net income | 82,061 | 31,368 |
Series A preferred unit distributions | (14) | (31) |
Amount allocated to participating securities | (662) | (573) |
Net income (loss) attributable to common unitholders | $ 80,469 | $ 29,196 |
Denominator: | ||
Basic weighted average common units outstanding (in units) | 137,945,644 | 137,696,323 |
Diluted weighted average common units outstanding (in units) | 139,055,988 | 138,747,166 |
Earnings per unit: | ||
Net income attributable to common unitholders - basic and diluted (in units) | $ 0.58 | $ 0.21 |
Noncontrolling interests - partially owned properties | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Earnings Per Share [Line Items] | ||
Net income attributable to noncontrolling interests – partially owned properties | $ (916) | $ (1,568) |
Unvested restricted stock awards | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Denominator: | ||
Unvested restricted stock awards (in units) | 1,110,344 | 1,050,843 |
Property Dispositions - Narrati
Property Dispositions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2020USD ($)Bed | Mar. 31, 2020USD ($)Bed | Mar. 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of beds | Bed | 111,900 | 111,900 | |
Gain from disposition of real estate | $ 48,525 | $ 0 | |
The Varsity | Owned properties | Disposal Group, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of beds | Bed | 901 | 901 | |
Purchase price of property | $ 148,000 | $ 148,000 | |
Net proceeds | 146,100 | ||
Gain from disposition of real estate | $ 48,500 |
Investments in Real Estate (Det
Investments in Real Estate (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)university_systemProperty | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Real Estate Properties [Line Items] | |||
Owned properties, net | $ 6,710,573 | $ 6,769,903 | |
Interest costs capitalized | $ 3,200 | $ 2,700 | |
Number of properties | Property | 166 | ||
Owned properties | |||
Real Estate Properties [Line Items] | |||
Land | $ 643,380 | 654,985 | |
Buildings and improvements | 6,646,917 | 6,749,757 | |
Furniture, fixtures and equipment | 389,589 | 391,208 | |
Construction in progress | 437,203 | 341,554 | |
Real estate properties gross | 8,117,089 | 8,137,504 | |
Less accumulated depreciation | (1,480,232) | (1,442,789) | |
Owned properties, net | $ 6,636,857 | 6,694,715 | |
Number of properties | Property | 10 | ||
On-campus participating properties | |||
Real Estate Properties [Line Items] | |||
Buildings and improvements | $ 156,359 | 155,941 | |
Furniture, fixtures and equipment | 13,705 | 13,552 | |
Construction in progress | 0 | 6 | |
Real estate properties gross | 170,064 | 169,499 | |
Less accumulated depreciation | (96,348) | (94,311) | |
Owned properties, net | $ 73,716 | $ 75,188 | |
Number of properties | Property | 6 | ||
Number of systems | university_system | 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, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Secured mortgage, construction and bond debt, net | $ 749,902 | $ 787,426 |
Total debt, net | 3,540,283 | 3,397,850 |
Owned properties, net | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 657,840 | 693,584 |
Unamortized deferred financing costs | 1,172 | 1,294 |
Unamortized debt premiums | 5,173 | 6,596 |
Unamortized original issue discount | (187) | (199) |
Secured mortgage, construction and bond debt, net | 661,654 | 698,687 |
On-campus participating properties, net | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 395 | 418 |
Total debt, net | 88,248 | 88,739 |
On-campus participating properties, net | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 65,428 | 65,942 |
On-campus participating properties, net | Bonds payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 23,215 | 23,215 |
Unsecured notes, net | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 1,981,472 | 1,985,603 |
Unsecured notes, net | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 15,700 | 12,100 |
Unamortized original issue discount | (2,800) | (2,300) |
Unsecured term loans, net | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 199,209 | 199,121 |
Unsecured term loans, net | Term loans | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 800 | 900 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 609,700 | $ 425,700 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | Mar. 31, 2020USD ($)Property | Mar. 31, 2019USD ($) | Feb. 28, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Pay-off of mortgage loans | $ 34,219,000 | $ 0 | |||
Number of properties | Property | 166 | ||||
Refinanced debt amount | $ 70,000,000 | ||||
Derivative, fixed interest rate | 4.00% | ||||
Proceeds from unsecured notes | $ 399,240,000 | 0 | |||
Repayments of unsecured debt | 400,000,000 | 0 | |||
Loss from early extinguishment of debt | $ 4,827,000 | 0 | |||
Credit Agreement | Unsecured revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Stated percentage | 0.93% | ||||
Line of credit, required unused commitment fee per annum (percent) | 0.20% | ||||
Weighted average annual interest rate (percent) | 2.13% | ||||
Basis spread on variable rate | 1.00% | ||||
Mortgage loans payable | |||||
Debt Instrument [Line Items] | |||||
Pay-off of mortgage loans | $ 34,200,000 | ||||
Number of properties | Property | 1 | ||||
Unsecured debt | Unsecured revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 700,000,000 | $ 1,000,000,000 | |||
Credit facility, additional borrowing capacity (up to) | $ 200,000,000 | ||||
Line of credit, required unused commitment fee per annum (percent) | 0.20% | ||||
Current borrowing capacity of credit facility | $ 390,300,000 | ||||
Unsecured debt | Unsecured term loans, net | |||||
Debt Instrument [Line Items] | |||||
Amount | $ 200,000,000 | ||||
Stated percentage | 1.44% | ||||
Weighted average annual interest rate (percent) | 2.54% | ||||
Basis spread on variable rate | 1.10% | ||||
Line of credit facility, accordion feature, increase limit | $ 100,000,000 | ||||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | |||||
Debt Instrument [Line Items] | |||||
Pay-off of mortgage loans | 34,219,000 | 0 | |||
Proceeds from unsecured notes | 399,240,000 | 0 | |||
Repayments of unsecured debt | 400,000,000 | 0 | |||
Loss from early extinguishment of debt | 4,827,000 | $ 0 | |||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Senior Notes - January 2020 | |||||
Debt Instrument [Line Items] | |||||
Amount | $ 400,000,000 | $ 400,000,000 | |||
Term (Years) | 10 years | ||||
% of Par Value | 99.81% | 99.81% | |||
Stated percentage | 2.85% | 2.85% | |||
Proceeds from unsecured notes | $ 394,500,000 | ||||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Senior notes - September 2015 | |||||
Debt Instrument [Line Items] | |||||
Stated percentage | 3.35% | ||||
Repayments of unsecured debt | $ 400,000,000 |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) - AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2020 | Mar. 31, 2020 | |
Unsecured notes, net | ||
Debt Instrument [Line Items] | ||
Amount | $ 2,000,000,000 | |
Original Issue Discount | 4,216,000 | |
Senior notes - April 2013 | ||
Debt Instrument [Line Items] | ||
Amount | $ 400,000,000 | |
% of Par Value | 99.659% | |
Coupon (percent) | 3.75% | |
Yield (percent) | 3.791% | |
Original Issue Discount | $ 1,364,000 | |
Debt Instrument, Term | 10 years | |
Senior notes - June 2014 | ||
Debt Instrument [Line Items] | ||
Amount | $ 400,000,000 | |
% of Par Value | 99.861% | |
Coupon (percent) | 4.125% | |
Yield (percent) | 4.269% | |
Original Issue Discount | $ 556,000 | |
Debt Instrument, Term | 10 years | |
Senior notes - October 2017 | ||
Debt Instrument [Line Items] | ||
Amount | $ 400,000,000 | |
% of Par Value | 99.912% | |
Coupon (percent) | 3.625% | |
Yield (percent) | 3.635% | |
Original Issue Discount | $ 352,000 | |
Debt Instrument, Term | 10 years | |
Senior Notes - June 2019 | ||
Debt Instrument [Line Items] | ||
Amount | $ 400,000,000 | |
% of Par Value | 99.704% | |
Coupon (percent) | 3.30% | |
Yield (percent) | 3.68% | |
Original Issue Discount | $ 1,184,000 | |
Debt Instrument, Term | 7 years | |
Senior Notes - January 2020 | ||
Debt Instrument [Line Items] | ||
Amount | $ 400,000,000 | $ 400,000,000 |
% of Par Value | 99.81% | 99.81% |
Coupon (percent) | 2.85% | 2.85% |
Yield (percent) | 2.872% | |
Original Issue Discount | $ 760,000 | |
Debt Instrument, Term | 10 years |
Stockholders' Equity _ Partne_2
Stockholders' Equity / Partners' Capital (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | May 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Number of shares in deferred compensation plan (in shares) | 81,416 | 77,928 | |
ATM Equity Program | |||
Schedule of Equity Method Investments [Line Items] | |||
ATM equity program, aggregate offering price authorized (up to $500 million) | $ 500,000,000 | $ 500,000,000 | |
Non-Qualified Deferred Compensation Plan | Treasury Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of shares deposited into the deferred compensation plan (in shares) | 9,365 | ||
Number of shares withdrawn from deferred compensation plan (in shares) | 5,877 |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)EntityProperty | Dec. 31, 2019shares | |
Noncontrolling Interest [Line Items] | ||
Number of third-party joint venture partners (entities) | Entity | 5 | |
Number of properties | 166 | |
Common OP Unit | ||
Noncontrolling Interest [Line Items] | ||
Conversion of operating partnership units to common stock (in shares) | shares | 126,313 | |
Preferred OP Unit | ||
Noncontrolling Interest [Line Items] | ||
Conversion of operating partnership units to common stock (in shares) | shares | 42,271 | |
Core Transaction | ||
Noncontrolling Interest [Line Items] | ||
Number of properties | 5 | |
Change in fair value of redeemable noncontrolling interest | $ | $ 77.2 | |
Core Transaction | Core Joint Ventures | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 100.00% | |
In-process development properties | ||
Noncontrolling Interest [Line Items] | ||
Number of properties | 10 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Noncontrolling Interest [Line Items] | ||
Number of third-party joint venture partners (entities) | Entity | 4 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Operating Partnership | ||
Noncontrolling Interest [Line Items] | ||
Equity interests held by owners of common units and preferred units (percent) | 0.40% |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summarized Activity of Redeemable Limited Partners (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 104,381 | |
Distributions | (2,566) | $ (3,661) |
Conversion of OP Units into shares of ACC common stock | (251) | |
Ending balance | 17,768 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 104,381 | |
Distributions | (2,566) | (3,661) |
Conversion of OP Units into shares of ACC common stock | (251) | |
Ending balance | 17,768 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Redeemable noncontrolling interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 104,381 | 184,446 |
Net income | 311 | 259 |
Distributions | (234) | (305) |
Purchase of noncontrolling interests | (77,200) | |
Adjustments to reflect redeemable noncontrolling interests at fair value | (9,490) | |
Adjustments to reflect redeemable noncontrolling interests at fair value | 2,547 | |
Ending balance | $ 17,768 | 186,695 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | Common and preferred units | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Conversion of OP Units into shares of ACC common stock | $ (252) |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | May 31, 2018 | |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 4 | $ 3.8 | |
Select Employees and Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance (in shares) | 3,500,000 |
Incentive Award Plan - Summary
Incentive Award Plan - Summary of Restricted Stock Awards (Details) - Restricted stock awards | 3 Months Ended |
Mar. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 967,341 |
Granted (shares) | 443,998 |
Vested (shares) | (295,385) |
Forfeited (shares) | (10,787) |
Ending balance (shares) | 1,105,167 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Summary of Outstanding Interest Rate Swap Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Jan. 31, 2019 | |
Derivative [Line Items] | ||
Pay Fixed Rate | 4.00% | |
Current Notional Amount | $ 332,521 | |
Fair Value | $ (12,918) | |
Interest Rate Swap - 2.275% Fixed Rate | ||
Derivative [Line Items] | ||
Effective Date | Feb. 18, 2014 | |
Maturity Date | Feb. 15, 2021 | |
Pay Fixed Rate | 2.275% | |
Receive Floating Rate Index | LIBOR - 1 month | |
Current Notional Amount | $ 12,446 | |
Fair Value | $ (209) | |
Interest Rate Swap - 2.275% Fixed Rate | ||
Derivative [Line Items] | ||
Effective Date | Feb. 18, 2014 | |
Maturity Date | Feb. 15, 2021 | |
Pay Fixed Rate | 2.275% | |
Receive Floating Rate Index | LIBOR - 1 month | |
Current Notional Amount | $ 12,575 | |
Fair Value | $ (211) | |
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 | $ 70,000 | |
Fair Value | $ (6,368) | |
Interest Rate Swap - 2.802% 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, with 1 day lookback | |
Current Notional Amount | $ 37,500 | |
Fair Value | $ (927) | |
Interest Rate Swap 2.8025% - 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 | $ (2,656) | |
Interest Rate Swap 2.799% - 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 | $ (2,547) |
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 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 0 | $ 743 |
Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 12,918 | 3,436 |
Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 743 |
Interest rate swap contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 12,918 | $ 3,436 |
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, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Change in fair value of derivatives and other recognized in OCI | $ (10,229) | $ (5,896) |
Change in fair value of interest rate swaps and other | (9,801) | (5,794) |
Interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | 27,783 | 27,061 |
Interest Expense | ||
Derivative [Line Items] | ||
Amortization of interest rate swap terminations | $ 428 | $ 102 |
Fair Value Disclosures - Financ
Fair Value Disclosures - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Derivative financial instruments | $ 0 | $ 743 |
Liabilities: | ||
Derivative financial instruments | 12,918 | 3,436 |
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | 17,768 | 104,381 |
Level 2 | ||
Assets | ||
Derivative financial instruments | 0 | 743 |
Liabilities: | ||
Derivative financial instruments | 12,918 | 3,436 |
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | 14,768 | 23,690 |
Level 3 | ||
Assets | ||
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Derivative financial instruments | 0 | 0 |
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | $ 3,000 | $ 80,691 |
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 | |
Mar. 31, 2020USD ($)Loan | Dec. 31, 2019USD ($) | |
Carrying Amount | ||
Assets | ||
Loans receivable | $ 51,268 | $ 50,553 |
Liabilities: | ||
Unsecured notes | 1,981,472 | 1,985,603 |
Mortgage loans payable (fixed rate) | 723,978 | 761,296 |
Bonds payable | 23,017 | 23,001 |
Unsecured term loan (fixed rate) | 199,209 | 199,121 |
Owned properties | Mortgage loans payable | ||
Liabilities: | ||
Principal outstanding | $ 657,840 | 693,584 |
Owned properties | Mortgage loans payable | Variable rate mortgage loans | ||
Liabilities: | ||
Number of mortgage loans | Loan | 1 | |
Principal outstanding | $ 2,900 | 3,100 |
Level 2 | Estimated Fair Value | ||
Assets | ||
Loans receivable | 0 | 0 |
Liabilities: | ||
Unsecured notes | 1,977,419 | 2,069,817 |
Mortgage loans payable (fixed rate) | 772,773 | 766,821 |
Bonds payable | 25,292 | 25,110 |
Unsecured term loan (fixed rate) | 203,420 | 198,687 |
Level 3 | Estimated Fair Value | ||
Assets | ||
Loans receivable | 48,307 | 48,307 |
Liabilities: | ||
Mortgage loans payable (fixed rate) | 0 | 0 |
Bonds payable | 0 | 0 |
Unsecured term loan (fixed rate) | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020USD ($)Property | Aug. 31, 2013USD ($)extension | Mar. 31, 2020USD ($)Property | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | ||||
Number of properties, under development | Property | 3 | 3 | ||
Deferred pre-development costs | $ 9,500,000 | $ 9,500,000 | ||
Litigation settlement | 1,500,000 | |||
Litigation expense | $ 1,100,000 | $ 400,000 | ||
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 | 10,600,000 | $ 10,600,000 | ||
Performance Guarantee | ||||
Loss Contingencies [Line Items] | ||||
Guarantee expiration period | 60 days | |||
Estimate of possible loss | 614,600,000 | $ 614,600,000 | ||
Earnest money deposits | 2,100,000 | 2,100,000 | ||
Purchase and sale agreement upon exercise of option | 28,700,000 | |||
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-V (ACE) | Performance Guarantee | ||||
Loss Contingencies [Line Items] | ||||
Development guarantee, damages due per bed each day of a delay | 20 | |||
Guarantor obligations, maximum exposure | 200,000 | 200,000 | ||
Construction Contracts | ||||
Loss Contingencies [Line Items] | ||||
Development projects under construction | $ 355,300,000 | $ 355,300,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020Segment | |
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, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 249,404 | $ 242,131 |
Ground/facility lease expense | (4,069) | (3,549) |
Interest expense, net | (27,783) | (27,061) |
Depreciation and amortization | 66,169 | 68,755 |
Operating expenses | (133,918) | (183,132) |
Total consolidated revenues, including interest income | 250,255 | 243,057 |
Segment income before depreciation and amortization | 115,486 | 58,999 |
Gain from disposition of real estate | 48,525 | 0 |
Provision for impairment | 0 | (3,201) |
Loss from early extinguishment of debt | (4,827) | 0 |
Income tax provision | (379) | (364) |
Net income | 82,061 | 31,368 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 249,540 | 242,291 |
Depreciation and amortization | 65,280 | 67,533 |
Segment income before depreciation and amortization | 139,236 | 132,364 |
Net income | 82,061 | 31,368 |
Operating segments | Owned properties | ||
Segment Reporting Information [Line Items] | ||
Rental revenues and other income | 232,811 | 225,201 |
Interest income | 117 | 119 |
Total revenues | 232,928 | 225,320 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (92,474) | (92,169) |
Ground/facility lease expense | (3,209) | (2,667) |
Interest expense, net | (3,046) | (4,763) |
Operating (loss) income before depreciation and amortization | 134,199 | 125,721 |
Depreciation and amortization | 63,243 | 65,504 |
Capital expenditures | 96,211 | 115,519 |
Operating segments | On-campus participating properties | ||
Segment Reporting Information [Line Items] | ||
Rental revenues and other income | 10,709 | 11,448 |
Interest income | 19 | 41 |
Total revenues | 10,728 | 11,489 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (3,366) | (3,957) |
Ground/facility lease expense | (860) | (882) |
Interest expense, net | (1,142) | (1,303) |
Operating (loss) income before depreciation and amortization | 5,360 | 5,347 |
Depreciation and amortization | 2,037 | 2,029 |
Capital expenditures | 565 | 230 |
Operating segments | Development Services | ||
Segment Reporting Information [Line Items] | ||
Operating (loss) income before depreciation and amortization | (470) | 871 |
Development and construction management fees | 2,055 | 3,171 |
Operating expenses | (2,525) | (2,300) |
Operating segments | Property Management Services | ||
Segment Reporting Information [Line Items] | ||
Operating (loss) income before depreciation and amortization | 147 | 425 |
Operating expenses | (3,682) | (1,886) |
Unallocated | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 715 | 766 |
Corporate depreciation | (889) | (1,222) |
Operating expenses | (33,038) | (27,544) |
Segment reconciling items | ||
Segment Reporting Information [Line Items] | ||
Amortization of deferred financing costs | (1,287) | (1,132) |
Property management fees from external customers | Operating segments | Property Management Services | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 3,829 | $ 2,311 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Subsequent Event [Line Items] | |||
Distributions to common and restricted stockholders and other (in dollars per common share) | $ 0.47 | $ 0.46 | |
Dividend declared | Subsequent event | |||
Subsequent Event [Line Items] | |||
Distributions to common and restricted stockholders and other (in dollars per common share) | $ 0.47 | ||
Distributions to common and restricted unit holders and other (in dollars per common unit) | $ 0.47 |