Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 27, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | AMERICAN CAMPUS COMMUNITIES INC | |
Entity Central Index Key | 1,283,630 | |
Trading Symbol | acc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding (in shares) | 137,028,742 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | American Campus Communities Operating Partnership LP | |
Entity Central Index Key | 1,357,369 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Investments in real estate: | ||
Investments in real estate, net | $ 6,512,172 | $ 6,532,168 |
Cash and cash equivalents | 52,608 | 41,182 |
Restricted cash | 34,596 | 23,590 |
Student contracts receivable, net | 7,827 | 9,170 |
Other assets | 297,814 | 291,260 |
Total assets | 6,905,017 | 6,897,370 |
Liabilities: | ||
Secured mortgage, construction and bond debt, net | 990,216 | 664,020 |
Unsecured notes, net | 1,587,148 | 1,585,855 |
Unsecured term loans, net | 198,593 | 647,044 |
Unsecured revolving credit facility | 51,300 | 127,600 |
Accounts payable and accrued expenses | 66,430 | 53,741 |
Other liabilities | 195,886 | 187,983 |
Total liabilities | 3,089,573 | 3,266,243 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interests | 131,309 | 132,169 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity: | ||
Common stock, $0.01 par value, 800,000,000 shares authorized, 136,615,244 and 136,362,728 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 1,366 | 1,364 |
Additional paid in capital | 4,507,453 | 4,326,910 |
Common stock held in rabbi trust, 69,603 and 63,778 shares at June 30, 2018 and December 31, 2017, respectively | (3,092) | (2,944) |
Accumulated earnings and dividends | (889,524) | (837,644) |
Accumulated other comprehensive loss | (2,056) | (2,701) |
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity | 3,614,147 | 3,484,985 |
Total equity | 3,684,135 | 3,498,958 |
Partners’ capital: | ||
Accumulated other comprehensive loss | (2,056) | (2,701) |
Total liabilities and equity | 6,905,017 | 6,897,370 |
Owned properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 6,432,739 | 6,450,364 |
On-campus participating properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 79,433 | 81,804 |
Partially owned properties | ||
American Campus Communities, Inc. and Subsidiaries stockholders’ equity: | ||
Noncontrolling interests - partially owned properties | 69,988 | 13,973 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Investments in real estate: | ||
Investments in real estate, net | 6,512,172 | 6,532,168 |
Cash and cash equivalents | 52,608 | 41,182 |
Restricted cash | 34,596 | 23,590 |
Student contracts receivable, net | 7,827 | 9,170 |
Other assets | 297,814 | 291,260 |
Total assets | 6,905,017 | 6,897,370 |
Liabilities: | ||
Secured mortgage, construction and bond debt, net | 990,216 | 664,020 |
Unsecured notes, net | 1,587,148 | 1,585,855 |
Unsecured term loans, net | 198,593 | 647,044 |
Unsecured revolving credit facility | 51,300 | 127,600 |
Accounts payable and accrued expenses | 66,430 | 53,741 |
Other liabilities | 195,886 | 187,983 |
Total liabilities | 3,089,573 | 3,266,243 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interests | 131,309 | 132,169 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity: | ||
Accumulated other comprehensive loss | (2,056) | (2,701) |
Partners’ capital: | ||
General partner - 12,222 OP units outstanding at both June 30, 2018 and December 31, 2017 | 62 | 67 |
Limited partner - 136,672,625 and 136,414,284 OP units outstanding at June 30, 2018 and December 31, 2017, respectively | 3,616,141 | 3,487,619 |
Accumulated other comprehensive loss | (2,056) | (2,701) |
Total partners’ capital | 3,614,147 | 3,484,985 |
Total capital | 3,684,135 | 3,498,958 |
Total liabilities and equity | 6,905,017 | 6,897,370 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Owned properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 6,432,739 | 6,450,364 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | On-campus participating properties, net | ||
Investments in real estate: | ||
Investments in real estate, net | 79,433 | 81,804 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Partially owned properties | ||
Partners’ capital: | ||
Noncontrolling interests - partially owned properties | $ 69,988 | $ 13,973 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
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) | 136,615,244 | 136,362,728 |
Common stock, shares outstanding (in shares) | 136,615,244 | 136,362,728 |
Common stock held in Rabbi Trust (in shares) | 69,603 | 63,778 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
General partner, OP units outstanding (in shares) | 12,222 | 12,222 |
Limited partner, OP units outstanding (in shares) | 136,672,625 | 136,414,284 |
Investments in real estate, net | ||
Consolidated variable interest entities' assets | $ 952,334 | $ 438,670 |
Investments in real estate, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Consolidated variable interest entities' assets | 952,334 | 438,670 |
Cash, cash equivalents and restricted cash | ||
Consolidated variable interest entities' assets | 41,469 | 12,812 |
Cash, cash equivalents and restricted cash | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Consolidated variable interest entities' assets | 41,469 | 12,812 |
Other assets | ||
Consolidated variable interest entities' assets | 6,120 | 3,134 |
Other assets | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Consolidated variable interest entities' assets | 6,120 | 3,134 |
Secured mortgage and construction debt, net | ||
Consolidated variable interest entities' liabilities | 441,698 | 50,993 |
Secured mortgage and construction debt, net | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Consolidated variable interest entities' liabilities | 441,698 | 50,993 |
Accounts payable, accrued expenses and other liabilities | ||
Consolidated variable interest entities' liabilities | 53,721 | 25,200 |
Accounts payable, accrued expenses and other liabilities | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Consolidated variable interest entities' liabilities | $ 53,721 | $ 25,200 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Third-party development services | $ 2,202 | $ 675 | $ 3,048 | $ 1,131 |
Third-party management services | 2,452 | 2,288 | 5,183 | 4,902 |
Resident services | 735 | 718 | 1,592 | 1,597 |
Total revenues | 201,059 | 179,008 | 421,468 | 371,946 |
Operating expenses (income): | ||||
Third-party development and management services | 3,544 | 3,827 | 7,742 | 7,910 |
General and administrative | 13,173 | 9,782 | 19,872 | 16,516 |
Depreciation and amortization | 63,537 | 55,943 | 128,316 | 108,266 |
Ground/facility leases | 2,733 | 2,465 | 5,575 | 4,822 |
Provision for real estate impairment | 0 | 15,317 | 0 | 15,317 |
Other operating income | (2,648) | 0 | (2,648) | 0 |
Total operating expenses | 170,205 | 166,398 | 340,208 | 310,117 |
Operating income | 30,854 | 12,610 | 81,260 | 61,829 |
Nonoperating income (expenses): | ||||
Interest income | 1,243 | 1,232 | 2,466 | 2,464 |
Interest expense | (23,338) | (14,573) | (47,022) | (29,290) |
Amortization of deferred financing costs | (2,214) | (1,023) | (3,628) | (2,051) |
Gain (Loss) on Disposition of Real Estate, Discontinued Operations | 42,314 | (632) | 42,314 | (632) |
Loss from early extinguishment of debt | (784) | 0 | (784) | 0 |
Total nonoperating income (expenses) | 17,221 | (14,996) | (6,654) | (29,509) |
Income (loss) before income taxes | 48,075 | (2,386) | 74,606 | 32,320 |
Income tax provision | (2,085) | (267) | (2,366) | (524) |
Net income (loss) | 45,990 | (2,653) | 72,240 | 31,796 |
Net income attributable to noncontrolling interests | 19 | (109) | (304) | (508) |
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders | 46,009 | (2,762) | 71,936 | 31,288 |
Other comprehensive income | ||||
Change in fair value of interest rate swaps and other | 180 | 155 | 645 | 639 |
Comprehensive income (loss) | $ 46,189 | $ (2,607) | $ 72,581 | $ 31,927 |
Net income (loss) per share attributable to ACC, Inc. and Subsidiaries common stockholders | ||||
Basic and diluted (in dollars per share) | $ 0.33 | $ (0.02) | $ 0.52 | $ 0.23 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 136,677,255 | 134,614,418 | 136,599,816 | 133,837,748 |
Diluted (in shares) | 137,576,366 | 134,614,418 | 137,536,368 | 134,745,192 |
Weighted-average common units outstanding | ||||
Distributions declared per common share (in dollars per share) | $ 0.46 | $ 0.44 | $ 0.90 | $ 0.86000 |
Owned properties | ||||
Revenues: | ||||
Operating lease revenue | $ 189,488 | $ 169,156 | $ 395,020 | $ 347,987 |
Operating expenses (income): | ||||
Owned properties and On-campus participating properties | 86,136 | 75,172 | 174,196 | 150,129 |
On-campus participating properties | ||||
Revenues: | ||||
Operating lease revenue | 6,182 | 6,171 | 16,625 | 16,329 |
Operating expenses (income): | ||||
Owned properties and On-campus participating properties | 3,730 | 3,892 | 7,155 | 7,157 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||||
Revenues: | ||||
Third-party development services | 2,202 | 675 | 3,048 | 1,131 |
Third-party management services | 2,452 | 2,288 | 5,183 | 4,902 |
Resident services | 735 | 718 | 1,592 | 1,597 |
Total revenues | 201,059 | 179,008 | 421,468 | 371,946 |
Operating expenses (income): | ||||
Third-party development and management services | 3,544 | 3,827 | 7,742 | 7,910 |
General and administrative | 13,173 | 9,782 | 19,872 | 16,516 |
Depreciation and amortization | 63,537 | 55,943 | 128,316 | 108,266 |
Ground/facility leases | 2,733 | 2,465 | 5,575 | 4,822 |
Provision for real estate impairment | 0 | 15,317 | 0 | 15,317 |
Other operating income | (2,648) | 0 | (2,648) | 0 |
Total operating expenses | 170,205 | 166,398 | 340,208 | 310,117 |
Operating income | 30,854 | 12,610 | 81,260 | 61,829 |
Nonoperating income (expenses): | ||||
Interest income | 1,243 | 1,232 | 2,466 | 2,464 |
Interest expense | (23,338) | (14,573) | (47,022) | (29,290) |
Amortization of deferred financing costs | (2,214) | (1,023) | (3,628) | (2,051) |
Gain (Loss) on Disposition of Real Estate, Discontinued Operations | 42,314 | (632) | 42,314 | (632) |
Loss from early extinguishment of debt | (784) | 0 | (784) | 0 |
Total nonoperating income (expenses) | 17,221 | (14,996) | (6,654) | (29,509) |
Income (loss) before income taxes | 48,075 | (2,386) | 74,606 | 32,320 |
Income tax provision | (2,085) | (267) | (2,366) | (524) |
Net income (loss) | 45,990 | (2,653) | 72,240 | 31,796 |
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders | 46,356 | (2,750) | 72,492 | 31,594 |
Series A preferred unit distributions | (31) | (31) | (62) | (62) |
Net income (loss) attributable to common unitholders | 46,325 | (2,781) | 72,430 | 31,532 |
Other comprehensive income | ||||
Change in fair value of interest rate swaps and other | 180 | 155 | 645 | 639 |
Comprehensive income (loss) | $ 46,505 | $ (2,626) | $ 73,075 | $ 32,171 |
Net income (loss) per share attributable to ACC, Inc. and Subsidiaries common stockholders | ||||
Basic and diluted (in dollars per share) | $ 0.33 | $ (0.02) | $ 0.52 | $ 0.23 |
Net income (loss) per unit attributable to common unitholders | ||||
Basic and diluted (in dollars per unit) | $ 0.33 | $ (0.02) | $ 0.52 | $ 0.23 |
Weighted-average common units outstanding | ||||
Basic (in units) | 137,615,938 | 135,643,549 | 137,547,575 | 134,866,879 |
Diluted (in units) | 138,515,049 | 135,643,549 | 138,484,127 | 135,774,323 |
Distributions declared per common unit (in dollars per unit) | $ 0.46 | $ 0.44 | $ 0.90 | $ 0.86 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Owned properties | ||||
Revenues: | ||||
Operating lease revenue | $ 189,488 | $ 169,156 | $ 395,020 | $ 347,987 |
Operating expenses (income): | ||||
Owned properties and On-campus participating properties | 86,136 | 75,172 | 174,196 | 150,129 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | On-campus participating properties | ||||
Revenues: | ||||
Operating lease revenue | 6,182 | 6,171 | 16,625 | 16,329 |
Operating expenses (income): | ||||
Owned properties and On-campus participating properties | 3,730 | 3,892 | 7,155 | 7,157 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Partially owned properties | ||||
Nonoperating income (expenses): | ||||
Net income attributable to noncontrolling interests | $ 366 | $ (97) | $ 252 | $ (202) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY/ CAPITAL - 6 months ended Jun. 30, 2018 - 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 PropertiesPartially owned properties | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.Accumulated Other Comprehensive Loss | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.Noncontrolling Interests - Partially Owned PropertiesPartially owned properties | General PartnerAMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Limited PartnerAMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. |
Equity, December 31, 2017 (in shares) at Dec. 31, 2017 | 136,362,728 | 63,778 | ||||||||||
Equity, December 31, 2017 at Dec. 31, 2017 | $ 3,498,958 | $ 1,364 | $ 4,326,910 | $ (2,944) | $ (837,644) | $ (2,701) | $ 13,973 | |||||
Capital, December 31, 2017 (in units) at Dec. 31, 2017 | 12,222 | 136,414,284 | ||||||||||
Capital, December 31, 2017 at Dec. 31, 2017 | $ 3,498,958 | $ (2,701) | $ 13,973 | $ 67 | $ 3,487,619 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Adjustments to reflect redeemable limited partners’ interest at fair value | 100 | 100 | 100 | $ 100 | ||||||||
Amortization of restricted stock awards and vesting of restricted stock units (in shares) | 24,630 | 24,630 | ||||||||||
Amortization of restricted stock awards and vesting of restricted stock units | 7,047 | 7,047 | 7,047 | $ 7,047 | ||||||||
Vesting of restricted stock awards (in shares) | 165,263 | 165,263 | ||||||||||
Vesting of restricted stock awards | (2,757) | $ 1 | (2,758) | (2,757) | $ (2,757) | |||||||
Distributions to common and restricted stockholders | (123,816) | (123,816) | ||||||||||
Distributions | (123,816) | (11) | (123,805) | |||||||||
Contributions by noncontrolling interests - partially owned properties | 207,536 | 207,536 | 207,536 | |||||||||
Distributions to noncontrolling interests - partially owned properties | (151,271) | (151,271) | (151,271) | (151,271) | ||||||||
Change in ownership of consolidated subsidiary | 175,529 | 175,529 | 175,529 | $ 175,529 | ||||||||
Conversion of common and preferred operating partnership units to common stock (in shares) | 68,448 | 68,448 | ||||||||||
Conversion of common and preferred operating partnership units to common stock | 478 | $ 1 | 477 | 478 | $ 478 | |||||||
Change in fair value of interest rate swaps and other | 645 | 645 | 645 | 645 | ||||||||
Withdrawal from deferred compensation plan, net of deposits (in shares) | (5,825) | 5,825 | ||||||||||
Deposits to deferred compensation plan, net of withdrawals | 0 | 148 | $ (148) | |||||||||
Net income (loss) | 71,686 | 71,936 | (250) | 71,686 | (250) | $ 6 | $ 71,930 | |||||
Equity, June 30, 2018 (in shares) at Jun. 30, 2018 | 136,615,244 | 69,603 | ||||||||||
Equity, June 30, 2018 at Jun. 30, 2018 | $ 3,684,135 | $ 1,366 | $ 4,507,453 | $ (3,092) | $ (889,524) | $ (2,056) | $ 69,988 | |||||
Capital, June 30, 2018 (in units) at Jun. 30, 2018 | 12,222 | 136,672,625 | ||||||||||
Capital, June 30, 2018 at Jun. 30, 2018 | $ 3,684,135 | $ (2,056) | $ 69,988 | $ 62 | $ 3,616,141 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net income | $ 72,240 | $ 31,796 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
(Gain) loss from disposition of real estate | (42,314) | 632 |
Loss from early extinguishment of debt | 784 | 0 |
Provision for real estate impairment | 0 | 15,317 |
Depreciation and amortization | 128,316 | 108,266 |
Amortization of deferred financing costs and debt premiums/discounts | 979 | (1,806) |
Share-based compensation | 7,047 | 8,902 |
Income tax provision | 2,366 | 524 |
Amortization of interest rate swap terminations and other | 204 | 204 |
Changes in operating assets and liabilities: | ||
Student contracts receivable, net | 886 | 1,239 |
Other assets | (5,703) | (13,814) |
Accounts payable and accrued expenses | 10,060 | (16,020) |
Other liabilities | (5,407) | (4,413) |
Net cash provided by operating activities | 169,458 | 130,827 |
Investing activities | ||
Proceeds from disposition of properties | 242,284 | 24,462 |
Cash paid for acquisition of operating and under development properties | 0 | (157,967) |
Cash paid for land acquisitions | 0 | (16,955) |
Purchase of corporate furniture, fixtures and equipment | (2,007) | (3,562) |
Net cash used in investing activities | (44,402) | (431,620) |
Financing activities | ||
Proceeds from sale of common stock | 0 | 189,757 |
Offering costs | 0 | (2,354) |
Pay-off of mortgage and construction loans | (55,892) | 0 |
Defeasance costs related to early extinguishment of debt | (2,726) | 0 |
Pay-off of unsecured term loans | (450,000) | 0 |
Proceeds from unsecured term loan | 0 | 200,000 |
Proceeds from revolving credit facility | 458,300 | 478,600 |
Paydowns of revolving credit facility | (534,600) | (435,614) |
Proceeds from construction loans | 61,550 | 1,037 |
Proceeds from mortgage loans | 330,000 | 0 |
Scheduled principal payments on debt | (4,256) | (4,915) |
Debt issuance and assumption costs | (656) | (5,840) |
Contributions by noncontrolling interests | 374,405 | 8,158 |
Taxes paid on net-share settlements | (2,757) | (4,283) |
Distributions to common and restricted stockholders | (123,816) | (115,811) |
Distributions to noncontrolling interests | (152,176) | (1,104) |
Net cash (used in) provided by financing activities | (102,624) | 307,631 |
Net change in cash, cash equivalents, and restricted cash | 22,432 | 6,838 |
Cash, cash equivalents, and restricted cash at beginning of period | 64,772 | 46,957 |
Cash, cash equivalents, and restricted cash at end of period | 87,204 | 53,795 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Total cash, cash equivalents, and restricted cash at end of period | 64,772 | 46,957 |
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of common and preferred operating partnership units to common stock | 478 | 0 |
Non-cash contribution from noncontrolling interest | 8,729 | 3,000 |
Non-cash consideration exchanged in purchase of land parcel | 0 | (3,071) |
Change in accrued construction in progress | 15,174 | 25,214 |
Change in fair value of derivative instruments, net | 441 | 435 |
Change in fair value of redeemable noncontrolling interests | 100 | 2,092 |
Change in ownership of consolidated subsidiary | (175,529) | 0 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest, net of amounts capitalized | 49,728 | 32,925 |
Owned properties | ||
Investing activities | ||
Cash paid for acquisition of operating and under development properties | (158,000) | |
Capital expenditures for owned properties/on-campus participating properties | (29,822) | (36,026) |
Investments in owned properties under development | (253,333) | (240,702) |
On-campus participating properties | ||
Investing activities | ||
Capital expenditures for owned properties/on-campus participating properties | (1,524) | (870) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Operating activities | ||
Net income | 72,240 | 31,796 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
(Gain) loss from disposition of real estate | (42,314) | 632 |
Loss from early extinguishment of debt | 784 | 0 |
Provision for real estate impairment | 0 | 15,317 |
Depreciation and amortization | 128,316 | 108,266 |
Amortization of deferred financing costs and debt premiums/discounts | 979 | (1,806) |
Share-based compensation | 7,047 | 8,902 |
Income tax provision | 2,366 | 524 |
Amortization of interest rate swap terminations and other | 204 | 204 |
Changes in operating assets and liabilities: | ||
Student contracts receivable, net | 886 | 1,239 |
Other assets | (5,703) | (13,814) |
Accounts payable and accrued expenses | 10,060 | (16,020) |
Other liabilities | (5,407) | (4,413) |
Net cash provided by operating activities | 169,458 | 130,827 |
Investing activities | ||
Proceeds from disposition of properties | 242,284 | 24,462 |
Cash paid for acquisition of operating and under development properties | 0 | (157,967) |
Cash paid for land acquisitions | 0 | (16,955) |
Purchase of corporate furniture, fixtures and equipment | (2,007) | (3,562) |
Net cash used in investing activities | (44,402) | (431,620) |
Financing activities | ||
Proceeds from issuance of common units in exchange for contributions, net | 0 | 187,403 |
Pay-off of mortgage and construction loans | (55,892) | 0 |
Defeasance costs related to early extinguishment of debt | (2,726) | 0 |
Pay-off of unsecured term loans | (450,000) | 0 |
Proceeds from unsecured term loan | 0 | 200,000 |
Proceeds from revolving credit facility | 458,300 | 478,600 |
Paydowns of revolving credit facility | (534,600) | (435,614) |
Proceeds from construction loans | 61,550 | 1,037 |
Proceeds from mortgage loans | 330,000 | |
Scheduled principal payments on debt | (4,256) | (4,915) |
Debt issuance and assumption costs | (656) | (5,840) |
Contributions by noncontrolling interests | 374,405 | 8,158 |
Taxes paid on net-share settlements | (2,757) | (4,283) |
Distributions paid | (151,271) | (156) |
Net cash (used in) provided by financing activities | (102,624) | 307,631 |
Net change in cash, cash equivalents, and restricted cash | 22,432 | 6,838 |
Cash, cash equivalents, and restricted cash at beginning of period | 64,772 | 46,957 |
Cash, cash equivalents, and restricted cash at end of period | 87,204 | 53,795 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Total cash, cash equivalents, and restricted cash at end of period | 64,772 | 46,957 |
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of common and preferred operating partnership units to common stock | 478 | 0 |
Non-cash contribution from noncontrolling interest | 8,729 | 3,000 |
Non-cash consideration exchanged in purchase of land parcel | 0 | (3,071) |
Change in accrued construction in progress | 15,174 | 25,214 |
Change in fair value of derivative instruments, net | 441 | 435 |
Change in fair value of redeemable noncontrolling interests | 100 | 2,092 |
Change in ownership of consolidated subsidiary | (175,529) | 0 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest, net of amounts capitalized | 49,728 | 32,925 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Common and preferred units | ||
Financing activities | ||
Distributions paid | (123,838) | (115,902) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Unvested restricted awards | ||
Financing activities | ||
Distributions paid | (883) | (857) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Owned properties | ||
Investing activities | ||
Capital expenditures for owned properties/on-campus participating properties | (29,822) | (36,026) |
Investments in owned properties under development | (253,333) | (240,702) |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | On-campus participating properties | ||
Investing activities | ||
Capital expenditures for owned properties/on-campus participating properties | $ (1,524) | $ (870) |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2018 | |
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, L.P. (“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 June 30, 2018 , 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 June 30, 2018 , ACC owned an approximate 99.3% 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 June 30, 2018 , the Company’s property portfolio contained 168 properties with approximately 103,500 beds. The Company’s property portfolio consisted of 131 owned off-campus student housing properties that are in close proximity to colleges and universities, 32 American Campus Equity (“ACE®”) properties operated under ground/facility leases with 15 university systems and five on-campus participating properties operated under ground/facility leases with the related university systems. Of the 168 properties, 15 were under development as of June 30, 2018 , and when completed will consist of a total of approximately 10,100 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 June 30, 2018 , also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 34 properties that represented approximately 28,400 beds. Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one to five years . As of June 30, 2018 , the Company’s total owned and third-party managed portfolio included 202 properties with approximately 131,900 beds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases (Topic 842): Amendments to the FASB Accounting Standards Codification.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. Subsequent to the issuance of ASU 2016-02, the FASB issued an additional Accounting Standards Update clarifying aspects of the new lease accounting standard, which will be effective upon adoption of ASU 2016-02. The Company plans to adopt ASU 2016-02 as of January 1, 2019. While the Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures, it expects to recognize right-of-use assets and related lease liabilities on its consolidated balance sheets related to ground leases under which it is the lessee. In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” January 1, 2019 ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” January 1, 2019 ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” January 1, 2020 Recently Adopted Accounting Pronouncements Accounting Standards Update 2016-18 (“ASU 2016-18”), “Statement of Cash Flows: Restricted Cash” On January 1, 2018, the Company adopted ASU 2016-18. The amendments in this update require the change in restricted cash to be reported with cash and cash equivalents when reconciling between beginning and ending amounts in the statements of cash flows. The Company applied the amendments retrospectively to each period presented in the consolidated statements of cash flows of the Company. Prior to the adoption of ASU 2016-18, the Company reported the change in restricted cash within operating, investing, and financing activities in its consolidated statement of cash flows. As a result of the Company’s adoption of this standard and the retrospective application, cash and cash equivalents in the consolidated statements of cash flows as of June 30, 2017 increased by approximately $28.3 million to reflect the inclusion of the restricted cash balance at the end of the period, net cash provided by operating activities for the six months ended June 30, 2017 increased by approximately $2.2 million , net cash used in investing activities increased by approximately $0.3 million , and net cash provided by financing activities increased by approximately $1.6 million . Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers (Topic 606)” On January 1, 2018, the Company adopted ASU 2014-09 and all related clarifying Accounting Standards Updates associated with ASU 2014-09. ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. The Company adopted the new revenue standard using the modified retrospective approach, and elected to apply the practical expedient to only assess the recognition of revenue for open contracts during the transition period. The effect of adoption did not have a material impact on the Company’s consolidated financial statements and there was no adjustment to the opening balance of retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period. Under the new standard there was a change in the way the Company determines the unit of account for its third-party development projects. Under the previous guidance, the Company segmented revenue recognition between the development and construction phases of its contracts, recognizing each using the proportional performance method and the percentage of completion method, respectively. Under the new guidance, the entire development and construction contract represents a single performance obligation comprised of a series of distinct services to be satisfied over time, and a single transaction price to be recognized over the life of the contract using a time-based measure of progress. Any variable consideration included in the transaction price is estimated using the expected value approach and is only included to the extent that a significant revenue reversal is not likely to occur. The adoption of ASU 2014-09 resulted in differences in the timing and pattern of revenue recognition for such third-party development and construction management contracts; however, the change did not have a material impact on the Company’s consolidated financial statements. Third-party management services revenues consist of base fees earned as a result of managing all aspects of the property’s day-to-day operations, and incentive fees based on the managed property’s operating measures. There was no change in the Company’s recognition of base management fees. Incentive management fees were previously recognized when the incentive criteria had been met. Under the new guidance, incentive fees are estimated using the expected value approach and are included in the transaction price only to the extent that a significant revenue reversal is not likely to occur; however, the change did not have a material impact on the Company’s consolidated financial statements. There was no change to the Company’s revenue recognition methods for ancillary services and other non-lease related revenues as a result of the adoption of ASU 2014-09. Rental income from leasing arrangements is specifically excluded from ASU 2014-09, and is being evaluated as part of the adoption of the lease accounting standard, ASU 2016-02, discussed above. Accounting Standards Update 2017-05 (“ASU 2017-05”), “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” On January 1, 2018, in conjunction with the adoption of ASU 2014-09, discussed above, the Company adopted ASU 2017-05. The purpose of this ASU is to eliminate the diversity in practice in accounting for derecognition of a nonfinancial asset and in-substance nonfinancial assets (only when the asset or asset group does not meet the definition of a business or the transaction is not a sale to a customer). The adoption of ASU 2017-05 did not have a material impact on the consolidated financial statements given the simplicity of the Company’s historical disposition transactions. Other In addition, on January 1, 2018, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” • ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” 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 Securities and Exchange Commission. 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, 2017 . Investments in Real Estate Investments in real estate are recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings and improvements 7-40 years Leasehold interest - on-campus participating properties 25-34 years (shorter of useful life or respective lease term) Furniture, fixtures and equipment 3-7 years 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 $4.0 million and $5.7 million was capitalized during the three months ended June 30, 2018 and 2017 , respectively, and interest totaling approximately $7.0 million and $10.1 million was capitalized during the six months ended June 30, 2018 and 2017 , respectively. Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairments of the carrying values of its investments in real estate as of June 30, 2018 . The Company evaluates each acquisition to determine if the integrated set of assets and activities acquired meet the definition of a business. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). Property acquisitions deemed to qualify as a business are accounted for as business combinations, and the related acquisition costs are expensed as incurred. The Company allocates the purchase price of properties acquired in business combinations to net tangible and identified intangible assets based on their fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, the Company’s own analysis of recently acquired and existing comparable properties in the Company’s portfolio, and other market data. Information obtained about each property, as a result of due diligence, marketing, and leasing activities, is also considered. The value allocated to land is generally based on the actual purchase price if acquired separately, or market research/comparables if acquired as part of an existing operating property. The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using a replacement cost approach that relies upon assumptions that the Company believes are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. The Company has determined these estimates are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy. Acquisitions of properties that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including transaction costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as those utilized to determine fair value in a business combination. Long-Lived Assets–Held for Sale Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met: a. Management, having the authority to approve the action, commits to a plan to sell the asset. b. The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. c. An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. d. The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year. e. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. f. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Concurrent with this classification, the asset is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. The Company did not have any properties classified as held for sale as of June 30, 2018 . 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. 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, six joint ventures that own a total of 12 operating properties and three in-process development properties, three properties subject to presale arrangements, and five properties owned under the on-campus participating property structure. Third-Party Development Services Costs Pre-development expenditures such as architectural fees, permits, and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence, at which time the Company capitalizes the costs. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis 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. Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of June 30, 2018 , the Company has deferred approximately $8.9 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are included in other assets on the accompanying consolidated balance sheets. 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 and six months ended June 30, 2018 and 2017 , 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 Six Months Ended 2018 2017 2018 2017 Common OP Units (Note 9) 938,683 1,029,131 947,759 1,029,131 Preferred OP Units (Note 9) 77,513 77,513 77,513 77,513 Unvested restricted stock awards (Note10) — 881,306 — — Total potentially dilutive securities 1,016,196 1,987,950 1,025,272 1,106,644 The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended Six Months Ended 2018 2017 2018 2017 Numerator – basic and diluted earnings per share: Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 Net loss (income) attributable to noncontrolling interests 19 (109 ) (304 ) (508 ) Net income (loss) attributable to common stockholders 46,009 (2,762 ) 71,936 31,288 Amount allocated to participating securities (377 ) (389 ) (883 ) (857 ) Net income (loss) attributable to common stockholders $ 45,632 $ (3,151 ) $ 71,053 $ 30,431 Denominator: Basic weighted average common shares outstanding 136,677,255 134,614,418 136,599,816 133,837,748 Unvested restricted stock awards (Note 10) 899,111 — 936,552 907,444 Diluted weighted average common shares outstanding 137,576,366 134,614,418 137,536,368 134,745,192 Earnings per share: Net income (loss) attributable to common stockholders - basic and diluted $ 0.33 $ (0.02 ) $ 0.52 $ 0.23 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 Six Months Ended 2018 2017 2018 2017 Numerator – basic and diluted earnings per unit: Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 Net loss (income) attributable to noncontrolling interests – partially owned properties 366 (97 ) 252 (202 ) Series A preferred unit distributions (31 ) (31 ) (62 ) (62 ) Amount allocated to participating securities (377 ) (389 ) (883 ) (857 ) Net income (loss) attributable to common unitholders $ 45,948 $ (3,170 ) $ 71,547 $ 30,675 Denominator: Basic weighted average common units outstanding 137,615,938 135,643,549 137,547,575 134,866,879 Unvested restricted stock awards (Note 10) 899,111 — 936,552 907,444 Diluted weighted average common units outstanding 138,515,049 135,643,549 138,484,127 135,774,323 Earnings per unit: Net income (loss) attributable to common unitholders - basic and diluted $ 0.33 $ (0.02 ) $ 0.52 $ 0.23 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Presale Development Projects: During the six months ended June 30, 2018 , the Company entered into two presale agreements to purchase two properties under development. The Company is obligated to purchase the properties for approximately $107.3 million , which includes the contractual purchase price and the cost of elected upgrades, as long as the developer meets certain construction completion deadlines and other closing conditions. Property Location Primary University Served Project Type Beds Scheduled Completion The Flex at Stadium Centre Tallahassee, FL Florida State University Off-campus 340 August 2019 959 Franklin (1) Eugene, OR University of Oregon Off-campus 443 September 2019 783 (1) As part of the presale agreement, the Company provided $15.6 million of mezzanine financing to the project. Land Acquisitions: During the six months ended June 30, 2017 , the Company purchased four land parcels for a total purchase price of approximately $11.1 million . Total cash consideration was approximately $8.0 million . The difference between the fair value of the land and the cash consideration represents non-cash consideration. In addition, the Company made an initial investment of $9.0 million in a joint venture that holds a land parcel with fair value of $12.0 million . Property Acquisitions: During the six months ended June 30, 2017 , the Company acquired the following wholly-owned properties for a total purchase price of approximately $158.5 million . Total cash consideration was approximately $158.0 million . The difference between the contracted purchase price and the cash consideration is due to other assets and liabilities that were not part of the contractual purchase price, but were acquired in the transactions, as well as transaction costs capitalized as part of the acquisitions. Property Location Primary University Served Acquisition Date Beds The Arlie Arlington, TX University of Texas Arlington April 2017 598 TWELVE at U District Seattle, WA University of Washington June 2017 384 982 |
Property Dispositions
Property Dispositions | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Property Dispositions | Property Dispositions Property Dispositions: In May 2018, the Company sold the following portfolio of three owned properties for approximately $245.0 million , resulting in net proceeds of approximately $242.3 million . The combined net gain on the portfolio disposition totaled approximately $42.3 million . Property Location Primary University Served Beds Icon Plaza Los Angeles, CA University of Southern California 253 West 27th Place Los Angeles, CA University of Southern California 475 The Standard Athens, GA University of Georgia 610 1,338 During the six months ended June 30, 2017 , the Company sold The Province - Dayton, an owned property located near Wright State University in Dayton, Ohio, containing 657 beds for $25.0 million , resulting in net proceeds of approximately $24.5 million . The net loss on this disposition totaled approximately $0.6 million . Concurrent with the classification of this property as held for sale in December 2016, the Company reduced the property’s carrying amount to its estimated fair value less estimated selling costs, and recorded an impairment charge of $4.9 million . Joint Venture Activity : In May 2018, the Company executed an agreement to enter into a joint venture arrangement with Allianz Real Estate (the “ACC / Allianz Joint Venture Transaction”). The transaction included the sale of a partial ownership interest in a portfolio of seven owned properties, containing 4,611 beds, through a joint venture arrangement. The joint venture transaction involved the joint venture partner making a cash contribution of approximately $373.1 million in exchange for a 45% ownership interest. As part of the transaction, the joint venture issued $330 million of secured mortgage debt. For further discussion refer to Note 7 . The joint venture was determined to be a VIE. As the Company retained control of the properties after the joint venture transaction, it was deemed the primary beneficiary. As such, the Company’s contribution of the properties to the joint venture was recorded at net book value, and the joint venture is included in the Company’s consolidated financial statements contained herein. The joint venture partner’s ownership interest in the joint venture is accounted for as noncontrolling interest. For further discussion refer to Note 9 . The difference between the joint venture partner’s cash contribution and its proportional share of the net book value of the properties was recorded in additional paid in capital in the Company’s consolidated balance sheets and consolidated statement of changes in equity. |
Investments in Owned Properties
Investments in Owned Properties | 6 Months Ended |
Jun. 30, 2018 | |
Owned properties | |
Real Estate Properties [Line Items] | |
Investments in Owned Properties | Investments in Owned Properties Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: June 30, 2018 December 31, 2017 Land (1) $ 626,991 $ 646,991 Buildings and improvements 5,915,120 6,096,527 Furniture, fixtures and equipment 348,579 348,828 Construction in progress 664,098 393,045 7,554,788 7,485,391 Less accumulated depreciation (1,122,049 ) (1,035,027 ) Owned properties, net $ 6,432,739 $ 6,450,364 (1) The land balance above includes undeveloped land parcels with book values of approximately $38.0 million as of June 30, 2018 and December 31, 2017 . It also includes land totaling approximately $34.7 million and $29.9 million as of June 30, 2018 and December 31, 2017 , respectively, related to properties under development. |
On-Campus Participating Propert
On-Campus Participating Properties | 6 Months Ended |
Jun. 30, 2018 | |
On-campus participating properties | |
Real Estate Properties [Line Items] | |
On-Campus Participating Properties | On-Campus Participating Properties On-campus participating properties are as follows: Historical Cost Lessor/University Lease Commencement Required Debt June 30, 2018 December 31, 2017 Texas A&M University System / Prairie View A&M University (1) 2/1/1996 9/1/2023 $ 44,639 $ 44,364 Texas A&M University System / Texas A&M International 2/1/1996 9/1/2023 7,010 6,923 Texas A&M University System / Prairie View A&M University (2) 10/1/1999 8/31/2025 28,490 27,802 8/31/2028 University of Houston System / University of Houston (3) 9/27/2000 8/31/2035 36,141 36,062 West Virginia University System / West Virginia University 7/16/2013 7/16/2045 45,239 44,845 161,519 159,996 Accumulated amortization (82,086 ) (78,192 ) On-campus participating properties, net $ 79,433 $ 81,804 (1) Consists of three phases placed in service between 1996 and 1998. (2) Consists of two phases placed in service in 2000 and 2003. (3) Consists of two phases placed in service in 2001 and 2005. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: June 30, 2018 December 31, 2017 Debt secured by owned properties: Mortgage loans payable: Unpaid principal balance $ 767,383 $ 496,557 Unamortized deferred financing costs (2,188 ) (2,144 ) Unamortized debt premiums 14,048 19,006 779,243 513,419 Construction loans payable (1) 113,330 51,780 Unamortized deferred financing costs (1,150 ) (888 ) 891,423 564,311 Debt secured by on-campus participating properties: Mortgage loans payable (2) 68,802 69,776 Bonds payable 30,575 30,575 Unamortized deferred financing costs (584 ) (642 ) 98,793 99,709 Total secured mortgage, construction and bond debt 990,216 664,020 Unsecured notes, net of unamortized OID and deferred financing costs (3) 1,587,148 1,585,855 Unsecured term loans, net of unamortized deferred financing costs (4) 198,593 647,044 Unsecured revolving credit facility 51,300 127,600 Total debt, net $ 2,827,257 $ 3,024,519 (1) Construction loans payable relates to construction loans partially financing the development of six presale development projects. These properties are owned by entities determined to be VIEs for which the Company is the primary beneficiary. The creditors of these construction loans do not have recourse to the assets of the Company. (2) The creditors of mortgage loans payable related to on-campus participating properties do not have recourse to the assets of the Company. (3) Includes net unamortized original issue discount (“OID”) of $1.8 million and $1.9 million at June 30, 2018 and December 31, 2017 , respectively, and net unamortized deferred financing costs of $11.1 million and $12.2 million at June 30, 2018 and December 31, 2017 , respectively. (4) Includes net unamortized deferred financing costs of $1.4 million and $3.0 million at June 30, 2018 and December 31, 2017 , respectively. Mortgage and Construction Loans Payable During the six months ended June 30, 2018 , the Company paid off approximately $55.9 million of fixed rate mortgage debt secured by three owned properties. Additionally, during the six months ended June 30, 2018 , the Company paid $2.7 million in debt defeasance costs associated with the early pay-off of mortgage loans in connection with the sale of one owned property and one owned property included in the ACC / Allianz Joint Venture Transaction (see Note 4 ). These costs were partially offset by the net write-off of $1.9 million of premiums and deferred financing costs, resulting in a loss from early extinguishment of debt of $0.8 million . During the six months ended June 30, 2017 , the Company did not pay off any fixed rate mortgage debt. In May 2018, as part of the ACC / Allianz Joint Venture Transaction, the joint venture issued $330 million of fixed rate secured mortgage debt with a coupon of 4.07% and the full amount of principal due at maturity in June 2028 (see Note 4 ). In May 2017, the lender of the non-recourse mortgage loan secured by Blanton Common, a property located near Valdosta State University which was inherited as part of the GMH student housing transaction in 2008, sent a formal notice of default and initiated foreclosure proceedings. The property generated insufficient cash flow to cover the debt service on the mortgage, which had a balance of $27.4 million at default and a contractual maturity date of August 2017. In May 2017, the lender began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. In June 2017, the Company recorded an impairment charge for this property of $15.3 million . In August 2017, the property transferred to receivership and a third-party manager began managing the property on behalf of the lender. As of June 30, 2018 , the Company was cooperating with the lender to allow for a consensual foreclosure process upon which the property will be surrendered to the lender in satisfaction of the mortgage loan. Unsecured Notes The Company has issued the following senior unsecured notes: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 September 2015 400,000 99.811 3.350 % 3.391 % 756 5 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 $ 1,600,000 $ 3,028 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 11 ). The notes are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined. In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of June 30, 2018 , the Company was in compliance with all such covenants. Unsecured Revolving Credit Facility In January 2017, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Agreement”). Pursuant to the Agreement, the Company increased the size of its unsecured revolving credit facility from $500 million to $700 million , which may be expanded by up to an additional $500 million upon the satisfaction of certain conditions. In connection with the Agreement, the maturity date of the revolving credit facility was extended from March 2018 to 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 $700 million revolving credit facility. As of June 30, 2018 , the revolving credit facility bore interest at a weighted average annual rate of 3.28% ( 2.08% + 1.00% spread + 0.20% facility fee), and availability under the revolving credit facility totaled $648.7 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 June 30, 2018 , the Company was in compliance with all such covenants. Unsecured Term Loans In May 2018, the Company repaid the $300 million unsecured term loan (“Term Loan III Facility”) and the $150 million unsecured term loan (“Term Loan I Facility”) which were due to mature in September 2018 and March 2021, respectively, using the proceeds from the sale of a partial interest in a portfolio of seven owned properties and the portfolio sale of three owned properties (see Note 4 ). In connection with the pay-off of the Term Loan III Facility and Term Loan I Facility, the Company accelerated the amortization of $0.9 million of deferred financing costs. In June 2017, the Company entered into an Unsecured Term Loan Credit Agreement (the “Term Loan II Facility”) totaling $200 million . The maturity date of the Term Loan II Facility is June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million , subject to the satisfaction of certain conditions. The weighted average annual rate on the Term Loan II Facility was 3.10% ( 2.00% + 1.10% spread), at June 30, 2018 . The terms of the term loan facilities described above include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of June 30, 2018 , the Company was in compliance with all such covenants. |
Stockholders' Equity _ Partners
Stockholders' Equity / Partners' Capital | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity / Partners' Capital | Stockholders’ Equity / Partners’ Capital Stockholders’ Equity - Company In May 2018, the Company renewed its at-the-market share offering program (the “ATM Equity Program”) through which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $500 million . The shares that may be sold under this program include shares of common stock of the Company with an aggregate offering price of approximately $233.0 million that were not sold under the company's previous ATM equity program that expired in May 2018. 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 and six months ended June 30, 2018 . The following table presents activity under the Company’s previous ATM equity program during the three and six months ended June 30, 2017 : Three Months Ended Six Months Ended Total net proceeds $ 124,745 $ 187,403 Commissions paid to sales agents $ 1,573 $ 2,354 Weighted average price per share $ 47.69 $ 48.34 Shares of common stock sold 2,648,735 3,925,456 As of June 30, 2018 , the Company had approximately $500.0 million available for issuance under its ATM Equity Program. In 2015, the Company established a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of certain employees and members of the Company’s Board of Directors, in which vested share awards (see Note 10 ), salary and other cash amounts earned may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the six months ended June 30, 2018 , 12,956 and 7,131 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of June 30, 2018 , 69,603 shares of ACC’s common stock were held in the Deferred Compensation Plan. Partners’ Capital – Operating Partnership In connection with the issuance of common shares under the ATM Equity Program discussed above, ACCOP issued a number of Common OP Units to ACC equivalent to the number of common shares issued by ACC. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Interests in Consolidated Real Estate Joint Ventures and Presale Arrangements Noncontrolling interests - partially owned properties: As of June 30, 2018 , the Operating Partnership consolidates four joint ventures that own and operate ten owned off-campus properties, including the ACC / Allianz Joint Venture Transaction discussed in Note 4 . Additionally, the Company has entered into three presale agreements to purchase three in-process development 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) : As part of an agreement to acquire a portfolio of seven student housing properties from affiliates of Core Spaces and DRW Real Estate Investments (the “Core Transaction”), the Company entered into two joint ventures (the “Core Joint Ventures”) in the third quarter of 2017. The Company is consolidating these joint ventures and the noncontrolling interest holder in each of these consolidated joint ventures has the option to redeem its noncontrolling interest in the entities through the exercise of put options. The options will be exercisable in the third and fourth quarter of 2019, and the redemption price is based on the fair value of the properties at the time of option exercise. As the exercise of the options is outside of the Company’s control, the portion of net assets attributable to the third-party partner in each of the Core Joint Ventures is classified as “redeemable noncontrolling interests” and “redeemable limited partners” in the mezzanine section of the accompanying consolidated balance sheets of ACC and the Operating Partnership, respectively. During the six months ended June 30, 2018 , there were no changes in the redemption value of redeemable noncontrolling interests that resulted from a change in the fair value of the net assets held by the Core Joint Ventures. The third-party partners’ share of the income or loss of the joint ventures described above is calculated based on the partners’ economic interest in the joint ventures and is included in “net income attributable to noncontrolling interests” on the consolidated statements of comprehensive income of ACC, and is reported as “net income attributable to noncontrolling interests - partially owned properties” on the consolidated statements of comprehensive income of the Operating Partnership. 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 redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) related to OP Units on the accompanying consolidated balance sheets 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 June 30, 2018 and December 31, 2017 , respectively, approximately 0.7% and 0.8% 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 six months ended June 30, 2018 , 68,448 Common OP Units were converted into an equal number of shares of ACC’s common stock. During the year ended December 31, 2017 , 22,000 Common 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 six months ended June 30, 2018 , which includes both the redeemable joint venture partners and OP Units discussed above: Balance, December 31, 2017 $ 132,169 Net income 554 Distributions, net of contributions (836 ) Conversion of OP Units into shares of ACC common stock (478 ) Adjustments to reflect OP Units at fair value (100 ) Balance, June 30, 2018 $ 131,309 |
Incentive Award Plan
Incentive Award Plan | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Award Plan | Incentive Award Plan In May 2018, the Company’s stockholders approved the American Campus Communities, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan replaced the Company’s 2010 Incentive Award Plan (the “2010 Plan”). The 2018 Plan 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 2018 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 2018 Plan, subject to certain adjustments for changes in the Company’s capital structure, as defined in the 2018 Plan. Upon approval of the 2018 Plan, all remaining authorized shares that were not granted under the 2010 Plan were forfeited and are no longer available for issuance as new awards. Restricted Stock Units (“RSUs”) In March 2018, the Company appointed a new member to the Board of Directors who was granted RSUs valued at $115,000 . A compensation charge of approximately $0.1 million was recorded during the six months ended June 30, 2018 related to this award. Upon reelection to the Board of Directors in May 2018 , all members of the Company’s Board of Directors were granted RSUs in accordance with the 2018 Plan. These RSUs were valued at $160,000 for the Chairman of the Board of Directors and at $115,000 for all other members. The number of RSUs was determined based on the fair market value of the Company’s stock on the date of grant, as defined in the 2018 Plan. All awards vested and settled immediately on the date of grant, and the Company delivered shares of common stock, as determined by the Compensation Committee of the Board of Directors. A compensation charge of approximately $0.9 million was recorded during the six months ended June 30, 2018 related to these awards. A summary of RSUs as of June 30, 2018 and activity during the six months then ended is presented below: Number of RSUs Outstanding at December 31, 2017 — Granted 24,630 Settled in common shares (24,630 ) Settled in cash — Outstanding at June 30, 2018 — Restricted Stock Awards (“RSAs”) A summary of RSAs as of June 30, 2018 and activity during the six months then ended is presented below: Number of RSAs Nonvested balance at December 31, 2017 810,870 Granted 354,944 Vested (1) (240,845 ) Forfeited (39,569 ) Nonvested balance at June 30, 2018 885,400 (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 June 30, 2018 and 2017 amounted to approximately $2.8 million and $3.9 million , respectively, and $6.1 million and $8.2 million for the six months ended June 30, 2018 and 2017 , respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2018 | |
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 investments and 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. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (outside of earnings) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. Ineffectiveness resulting from the derivative instruments was immaterial for both the three and six month periods ended June 30, 2018 and 2017 . As of June 30, 2018 , the Company had outstanding interest rate swap contracts with a notional amount of approximately $97.0 million . The fair value of such interest rate swap contracts was immaterial as of both June 30, 2018 and December 31, 2017 . |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures 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 June 30, 2018 and 2017 , and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability, such as interest rates and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In instances in which the inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Disclosures concerning financial instruments measured at fair value are as follows: Fair Value Measurements as of June 30, 2018 December 31, 2017 Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Mezzanine: Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) $ — $ 43,574 $ 87,735 $ 131,309 $ — $ 44,503 $ 87,666 $ 132,169 The OP Unit component of redeemable noncontrolling interests has a redemption feature, and is marked to its redemption value when the redemption value exceeds the original issue price. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, these instruments are classified in Level 2 of the fair value hierarchy. As discussed in Note 9 , the redeemable noncontrolling interests related to the joint venture partners in the Core Transaction are marked to their redemption value at each balance sheet date. The redemption value is based on the fair value of the underlying properties held by the joint ventures. This analysis incorporates information obtained from a number of sources, 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. The Company has determined these estimates are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy. Financial Instruments Not Carried at Fair Value Cash and Cash Equivalents, Restricted Cash, Student Contracts Receivable, Other Assets, Accounts Payable and Accrued Expenses and Other Liabilities: The Company estimates that the carrying amount approximates fair value, due to the short maturity of these instruments. Loans Receivable : The fair value of loans receivable is based on a discounted cash flow analysis consisting of scheduled cash flows and discount rate estimates to approximate those that a willing buyer and seller might use. These financial instruments utilize Level 3 inputs. Mortgage Loans Payable : The fair value of mortgage loans payable is based on the present value of the cash flows at current market interest rates through maturity. The Company has concluded the fair value of these financial instruments utilize Level 2 inputs as the majority of the inputs used to value these instruments fall within Level 2 of the fair value hierarchy. Bonds Payable : The fair value of bonds payable is based on quoted prices in markets that are not active due to the unique characteristics of these financial instruments; as such, the Company has concluded the inputs used to measure fair value fall within Level 2 of the fair value hierarchy. Unsecured Notes : In calculating the fair value of unsecured notes, interest rate and spread assumptions reflect current creditworthiness and market conditions available for the issuance of unsecured notes with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs. Construction Loans Payable, Unsecured Revolving Credit Facility, and Unsecured Term Loans : The fair value of these instruments approximates their carrying values due to the variable interest rate feature of these instruments. The table below contains the estimated fair value and related carrying amounts for the Company’s financial instruments as of June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Assets: Loans receivable $ 54,140 $ 59,586 $ 54,140 $ 57,948 Liabilities: Unsecured notes $ 1,556,789 $ 1,587,148 (1) $ 1,620,839 $ 1,585,855 (1) Mortgage loans payable $ 818,563 $ 847,793 (2) $ 571,676 $ 582,927 (2) Bonds payable $ 32,467 $ 30,243 (3) $ 32,552 $ 30,201 (3) (1) Includes net unamortized OID and net unamortized deferred financing costs (see Note 7 ). (2) Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 7 ). (3) Includes net unamortized deferred financing costs (see Note 7 ). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Construction Contracts: As of June 30, 2018 , excluding six properties under construction and subject to presale arrangements which are being funded by construction loans, the Company estimates additional costs to complete nine owned development projects under construction to be approximately $200.0 million . Joint Ventures: As part of the Core Transaction, the Company entered into two joint ventures during the third quarter of 2017. As part of this transaction, the Company is obligated to increase its investment in the joint ventures over a two year period, resulting in a funding commitment of approximately $284.6 million . Presale Development Projects: The Company has entered into three presale agreements to purchase properties which will be completed in August 2018 and Fall 2019. Total estimated development costs of approximately $149.9 million include the purchase price and elected upgrades, of which $133.0 million remains to be funded as of June 30, 2018 . The Company is obligated to purchase the properties as long as the developer meets certain construction completion deadlines and other closing conditions. The Company is responsible for leasing, management, and initial operations of the project while the third-party developer retains development risk during the construction period. See Note 9 for further discussion. The Company expects to fund the commitments mentioned above through a combination of proceeds from cash flows generated from operations, anticipated property dispositions, joint venture activity, and a combination of debt and equity transactions, which may include net proceeds from the ATM Equity Program discussed in Note 8 , borrowings under the Company’s existing unsecured credit facilities, and accessing the unsecured bond market. 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 $10.3 million as of June 30, 2018 . As of June 30, 2018 , management did not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress. In the normal course of business, the Company enters into various development-related purchase commitments with parties that provide development-related goods and services. In the event that the Company was to terminate development services prior to the completion of projects under construction, the Company could potentially be committed to satisfy outstanding purchase orders with such parties. 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 2017, as part of the purchase of an undeveloped land parcel, the Company entered into an agreement to construct a commercial retail space within a future development that will be conveyed back to the seller upon construction completion. If the construction of the retail space is not completed in accordance with the agreement, the Company is required to pay liquidated damages of $2.1 million . As of June 30, 2018 , management anticipates completing construction of the retail space in accordance with the agreement. Contingencies 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. Letters of Intent: In the ordinary course of the Company’s business, the Company enters into letters of intent indicating a willingness to negotiate for acquisitions, dispositions or joint ventures. Such letters of intent are non-binding (except with regard to exclusivity and confidentiality), and neither party to the letter of intent is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties. Even if definitive contracts are entered into, the letters of intent relating to the acquisition and disposition of real property and resulting contracts generally contemplate that such contracts will provide the acquirer with time to evaluate the property and conduct due diligence, during which periods the acquirer will have the ability to terminate the contracts without penalty or forfeiture of any material deposit or earnest money. There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent or that the Company will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. Once the due diligence period expires, the Company is then at risk under a real property acquisition contract, but only to the extent of any non-refundable earnest money deposits associated with the contract and subject to normal closing conditions being met. Environmental Matters: The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Company’s results of operations and cash flows. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 , the Company revised the measure of profit or loss for each segment to include the allocation of costs related to corporate management and oversight and to exclude intercompany management fee revenue. This was due to a presentation change in the information used by the Company’s chief operating decision makers to assess segment and company-wide performance and allocate resources, which was driven by the reorganization of duties within the Company’s executive management team. Prior period amounts have been reclassified to conform to the current period presentation. Three Months Ended Six Months Ended 2018 2017 2018 2017 Owned Properties Rental revenues and other income $ 190,223 $ 169,874 $ 396,612 $ 349,584 Interest income 383 385 764 776 Total revenues from external customers 190,606 170,259 397,376 350,360 Operating expenses before depreciation, amortization, and ground/facility lease expense (86,136 ) (75,172 ) (174,196 ) (150,129 ) Ground/facility lease expense (1,940 ) (1,687 ) (3,987 ) (3,287 ) Interest expense, net (1) (1,760 ) 664 (3,389 ) 346 Operating income before depreciation and amortization $ 100,770 $ 94,064 $ 215,804 $ 197,290 Depreciation and amortization $ 60,454 $ 53,345 $ 122,262 $ 103,002 Capital expenditures $ 148,905 $ 148,074 $ 283,155 $ 276,728 On-Campus Participating Properties Rental revenues and other income $ 6,182 $ 6,171 $ 16,625 $ 16,329 Interest income 41 15 62 23 Total revenues from external customers 6,223 6,186 16,687 16,352 Operating expenses before depreciation, amortization, and ground/facility lease expense (3,730 ) (3,892 ) (7,155 ) (7,157 ) Ground/facility lease expense (793 ) (778 ) (1,588 ) (1,535 ) Interest expense (1,269 ) (1,342 ) (2,522 ) (2,675 ) Operating income before depreciation and amortization $ 431 $ 174 $ 5,422 $ 4,985 Depreciation and amortization $ 1,952 $ 1,869 $ 3,894 $ 3,729 Capital expenditures $ 378 $ 661 $ 1,524 $ 870 Development Services Development and construction management fees $ 2,202 $ 675 $ 3,048 $ 1,131 Operating expenses (1,715 ) (1,929 ) (3,920 ) (3,857 ) Operating income (loss) before depreciation and amortization $ 487 $ (1,254 ) $ (872 ) $ (2,726 ) Property Management Services Property management fees from external customers $ 2,452 $ 2,288 $ 5,183 $ 4,902 Operating expenses (1,829 ) (1,898 ) (3,822 ) (4,053 ) Operating income before depreciation and amortization $ 623 $ 390 $ 1,361 $ 849 Three Months Ended Six Months Ended 2018 2017 2018 2017 Reconciliations Total segment revenues and other income $ 220,811 $ 179,408 $ 422,294 $ 372,745 Unallocated interest income earned on investments and corporate cash 819 832 1,640 1,665 Total consolidated revenues, including interest income $ 221,630 $ 180,240 $ 423,934 $ 374,410 Segment operating income before depreciation and amortization $ 102,311 $ 93,374 $ 221,715 $ 200,398 Depreciation and amortization (65,751 ) (56,966 ) (131,944 ) (110,317 ) Net unallocated expenses relating to corporate interest and overhead (32,663 ) (22,845 ) (59,343 ) (41,812 ) Gain (loss) from disposition of real estate 42,314 (632 ) 42,314 (632 ) Loss from early extinguishment of debt (784 ) — (784 ) — Other operating income 2,648 — 2,648 — Provision for real estate impairment — (15,317 ) — (15,317 ) Income tax provision (2,085 ) (267 ) (2,366 ) (524 ) Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 (1) Net of capitalized interest and amortization of debt premiums. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions : On August 1, 2018 , the Board of Directors of the Company declared a distribution per share of $0.46 , which will be paid on August 24, 2018 to all common stockholders of record as of August 13, 2018 . 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 9 ). |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases (Topic 842): Amendments to the FASB Accounting Standards Codification.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. Subsequent to the issuance of ASU 2016-02, the FASB issued an additional Accounting Standards Update clarifying aspects of the new lease accounting standard, which will be effective upon adoption of ASU 2016-02. The Company plans to adopt ASU 2016-02 as of January 1, 2019. While the Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures, it expects to recognize right-of-use assets and related lease liabilities on its consolidated balance sheets related to ground leases under which it is the lessee. In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” January 1, 2019 ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” January 1, 2019 ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” January 1, 2020 Recently Adopted Accounting Pronouncements Accounting Standards Update 2016-18 (“ASU 2016-18”), “Statement of Cash Flows: Restricted Cash” On January 1, 2018, the Company adopted ASU 2016-18. The amendments in this update require the change in restricted cash to be reported with cash and cash equivalents when reconciling between beginning and ending amounts in the statements of cash flows. The Company applied the amendments retrospectively to each period presented in the consolidated statements of cash flows of the Company. Prior to the adoption of ASU 2016-18, the Company reported the change in restricted cash within operating, investing, and financing activities in its consolidated statement of cash flows. As a result of the Company’s adoption of this standard and the retrospective application, cash and cash equivalents in the consolidated statements of cash flows as of June 30, 2017 increased by approximately $28.3 million to reflect the inclusion of the restricted cash balance at the end of the period, net cash provided by operating activities for the six months ended June 30, 2017 increased by approximately $2.2 million , net cash used in investing activities increased by approximately $0.3 million , and net cash provided by financing activities increased by approximately $1.6 million . Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers (Topic 606)” On January 1, 2018, the Company adopted ASU 2014-09 and all related clarifying Accounting Standards Updates associated with ASU 2014-09. ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. The Company adopted the new revenue standard using the modified retrospective approach, and elected to apply the practical expedient to only assess the recognition of revenue for open contracts during the transition period. The effect of adoption did not have a material impact on the Company’s consolidated financial statements and there was no adjustment to the opening balance of retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period. Under the new standard there was a change in the way the Company determines the unit of account for its third-party development projects. Under the previous guidance, the Company segmented revenue recognition between the development and construction phases of its contracts, recognizing each using the proportional performance method and the percentage of completion method, respectively. Under the new guidance, the entire development and construction contract represents a single performance obligation comprised of a series of distinct services to be satisfied over time, and a single transaction price to be recognized over the life of the contract using a time-based measure of progress. Any variable consideration included in the transaction price is estimated using the expected value approach and is only included to the extent that a significant revenue reversal is not likely to occur. The adoption of ASU 2014-09 resulted in differences in the timing and pattern of revenue recognition for such third-party development and construction management contracts; however, the change did not have a material impact on the Company’s consolidated financial statements. Third-party management services revenues consist of base fees earned as a result of managing all aspects of the property’s day-to-day operations, and incentive fees based on the managed property’s operating measures. There was no change in the Company’s recognition of base management fees. Incentive management fees were previously recognized when the incentive criteria had been met. Under the new guidance, incentive fees are estimated using the expected value approach and are included in the transaction price only to the extent that a significant revenue reversal is not likely to occur; however, the change did not have a material impact on the Company’s consolidated financial statements. There was no change to the Company’s revenue recognition methods for ancillary services and other non-lease related revenues as a result of the adoption of ASU 2014-09. Rental income from leasing arrangements is specifically excluded from ASU 2014-09, and is being evaluated as part of the adoption of the lease accounting standard, ASU 2016-02, discussed above. Accounting Standards Update 2017-05 (“ASU 2017-05”), “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” On January 1, 2018, in conjunction with the adoption of ASU 2014-09, discussed above, the Company adopted ASU 2017-05. The purpose of this ASU is to eliminate the diversity in practice in accounting for derecognition of a nonfinancial asset and in-substance nonfinancial assets (only when the asset or asset group does not meet the definition of a business or the transaction is not a sale to a customer). The adoption of ASU 2017-05 did not have a material impact on the consolidated financial statements given the simplicity of the Company’s historical disposition transactions. Other In addition, on January 1, 2018, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements: • ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” • ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” |
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 Securities and Exchange Commission. 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, 2017 . |
Investments in Real Estate | Investments in Real Estate Investments in real estate are recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings and improvements 7-40 years Leasehold interest - on-campus participating properties 25-34 years (shorter of useful life or respective lease term) Furniture, fixtures and equipment 3-7 years 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 $4.0 million and $5.7 million was capitalized during the three months ended June 30, 2018 and 2017 , respectively, and interest totaling approximately $7.0 million and $10.1 million was capitalized during the six months ended June 30, 2018 and 2017 , respectively. Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairments of the carrying values of its investments in real estate as of June 30, 2018 . The Company evaluates each acquisition to determine if the integrated set of assets and activities acquired meet the definition of a business. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). Property acquisitions deemed to qualify as a business are accounted for as business combinations, and the related acquisition costs are expensed as incurred. The Company allocates the purchase price of properties acquired in business combinations to net tangible and identified intangible assets based on their fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, the Company’s own analysis of recently acquired and existing comparable properties in the Company’s portfolio, and other market data. Information obtained about each property, as a result of due diligence, marketing, and leasing activities, is also considered. The value allocated to land is generally based on the actual purchase price if acquired separately, or market research/comparables if acquired as part of an existing operating property. The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using a replacement cost approach that relies upon assumptions that the Company believes are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. The Company has determined these estimates are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy. Acquisitions of properties that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including transaction costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as those utilized to determine fair value in a business combination. |
Long-Lived Assets - Held for Sale | Long-Lived Assets–Held for Sale Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met: a. Management, having the authority to approve the action, commits to a plan to sell the asset. b. The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. c. An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. d. The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year. e. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. f. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Concurrent with this classification, the asset is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. The Company did not have any properties classified as held for sale as of June 30, 2018 . |
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. |
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, six joint ventures that own a total of 12 operating properties and three in-process development properties, three properties subject to presale arrangements, and five properties owned under the on-campus participating property structure. |
Third-Party Development Services Costs | Third-Party Development Services Costs Pre-development expenditures such as architectural fees, permits, and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence, at which time the Company capitalizes the costs. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis 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. Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of June 30, 2018 , the Company has deferred approximately $8.9 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are included in other assets on the accompanying consolidated balance sheets. |
Earnings per Share - Company/Earnings per Unit - Operating Partnership | 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. 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” January 1, 2019 ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” January 1, 2019 ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” January 1, 2020 |
Schedule of estimated useful lives of assets | Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings and improvements 7-40 years Leasehold interest - on-campus participating properties 25-34 years (shorter of useful life or respective lease term) Furniture, fixtures and equipment 3-7 years |
Schedule of potentially dilutive securities not included in calculating diluted earnings per share | The following potentially dilutive securities were outstanding for the three and six months ended June 30, 2018 and 2017 , 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 Six Months Ended 2018 2017 2018 2017 Common OP Units (Note 9) 938,683 1,029,131 947,759 1,029,131 Preferred OP Units (Note 9) 77,513 77,513 77,513 77,513 Unvested restricted stock awards (Note10) — 881,306 — — Total potentially dilutive securities 1,016,196 1,987,950 1,025,272 1,106,644 |
Schedule of summary of elements used in calculating basic earnings per share/unit | The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended Six Months Ended 2018 2017 2018 2017 Numerator – basic and diluted earnings per share: Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 Net loss (income) attributable to noncontrolling interests 19 (109 ) (304 ) (508 ) Net income (loss) attributable to common stockholders 46,009 (2,762 ) 71,936 31,288 Amount allocated to participating securities (377 ) (389 ) (883 ) (857 ) Net income (loss) attributable to common stockholders $ 45,632 $ (3,151 ) $ 71,053 $ 30,431 Denominator: Basic weighted average common shares outstanding 136,677,255 134,614,418 136,599,816 133,837,748 Unvested restricted stock awards (Note 10) 899,111 — 936,552 907,444 Diluted weighted average common shares outstanding 137,576,366 134,614,418 137,536,368 134,745,192 Earnings per share: Net income (loss) attributable to common stockholders - basic and diluted $ 0.33 $ (0.02 ) $ 0.52 $ 0.23 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of summary of elements used in calculating basic earnings per share/unit | The following is a summary of the elements used in calculating basic and diluted earnings per unit: Three Months Ended Six Months Ended 2018 2017 2018 2017 Numerator – basic and diluted earnings per unit: Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 Net loss (income) attributable to noncontrolling interests – partially owned properties 366 (97 ) 252 (202 ) Series A preferred unit distributions (31 ) (31 ) (62 ) (62 ) Amount allocated to participating securities (377 ) (389 ) (883 ) (857 ) Net income (loss) attributable to common unitholders $ 45,948 $ (3,170 ) $ 71,547 $ 30,675 Denominator: Basic weighted average common units outstanding 137,615,938 135,643,549 137,547,575 134,866,879 Unvested restricted stock awards (Note 10) 899,111 — 936,552 907,444 Diluted weighted average common units outstanding 138,515,049 135,643,549 138,484,127 135,774,323 Earnings per unit: Net income (loss) attributable to common unitholders - basic and diluted $ 0.33 $ (0.02 ) $ 0.52 $ 0.23 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of asset acquisitions, by acquisition | During the six months ended June 30, 2017 , the Company acquired the following wholly-owned properties for a total purchase price of approximately $158.5 million . Total cash consideration was approximately $158.0 million . The difference between the contracted purchase price and the cash consideration is due to other assets and liabilities that were not part of the contractual purchase price, but were acquired in the transactions, as well as transaction costs capitalized as part of the acquisitions. Property Location Primary University Served Acquisition Date Beds The Arlie Arlington, TX University of Texas Arlington April 2017 598 TWELVE at U District Seattle, WA University of Washington June 2017 384 982 Property Location Primary University Served Project Type Beds Scheduled Completion The Flex at Stadium Centre Tallahassee, FL Florida State University Off-campus 340 August 2019 959 Franklin (1) Eugene, OR University of Oregon Off-campus 443 September 2019 783 (1) As part of the presale agreement, the Company provided $15.6 million of mezzanine financing to the project. |
Property Dispositions (Tables)
Property Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of properties classified as held for sale | Property Location Primary University Served Beds Icon Plaza Los Angeles, CA University of Southern California 253 West 27th Place Los Angeles, CA University of Southern California 475 The Standard Athens, GA University of Georgia 610 1,338 |
Investments in Owned Properti26
Investments in Owned Properties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Owned properties | |
Real Estate Properties [Line Items] | |
Schedule of real estate properties | Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: June 30, 2018 December 31, 2017 Land (1) $ 626,991 $ 646,991 Buildings and improvements 5,915,120 6,096,527 Furniture, fixtures and equipment 348,579 348,828 Construction in progress 664,098 393,045 7,554,788 7,485,391 Less accumulated depreciation (1,122,049 ) (1,035,027 ) Owned properties, net $ 6,432,739 $ 6,450,364 (1) The land balance above includes undeveloped land parcels with book values of approximately $38.0 million as of June 30, 2018 and December 31, 2017 . It also includes land totaling approximately $34.7 million and $29.9 million as of June 30, 2018 and December 31, 2017 , respectively, related to properties under development. |
On-Campus Participating Prope27
On-Campus Participating Properties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
On-campus participating properties | |
Real Estate Properties [Line Items] | |
Schedule of real estate properties | On-campus participating properties are as follows: Historical Cost Lessor/University Lease Commencement Required Debt June 30, 2018 December 31, 2017 Texas A&M University System / Prairie View A&M University (1) 2/1/1996 9/1/2023 $ 44,639 $ 44,364 Texas A&M University System / Texas A&M International 2/1/1996 9/1/2023 7,010 6,923 Texas A&M University System / Prairie View A&M University (2) 10/1/1999 8/31/2025 28,490 27,802 8/31/2028 University of Houston System / University of Houston (3) 9/27/2000 8/31/2035 36,141 36,062 West Virginia University System / West Virginia University 7/16/2013 7/16/2045 45,239 44,845 161,519 159,996 Accumulated amortization (82,086 ) (78,192 ) On-campus participating properties, net $ 79,433 $ 81,804 (1) Consists of three phases placed in service between 1996 and 1998. (2) Consists of two phases placed in service in 2000 and 2003. (3) Consists of two phases placed in service in 2001 and 2005. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of summary of outstanding consolidated indebtedness, including unamortized debt premiums and discounts | A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: June 30, 2018 December 31, 2017 Debt secured by owned properties: Mortgage loans payable: Unpaid principal balance $ 767,383 $ 496,557 Unamortized deferred financing costs (2,188 ) (2,144 ) Unamortized debt premiums 14,048 19,006 779,243 513,419 Construction loans payable (1) 113,330 51,780 Unamortized deferred financing costs (1,150 ) (888 ) 891,423 564,311 Debt secured by on-campus participating properties: Mortgage loans payable (2) 68,802 69,776 Bonds payable 30,575 30,575 Unamortized deferred financing costs (584 ) (642 ) 98,793 99,709 Total secured mortgage, construction and bond debt 990,216 664,020 Unsecured notes, net of unamortized OID and deferred financing costs (3) 1,587,148 1,585,855 Unsecured term loans, net of unamortized deferred financing costs (4) 198,593 647,044 Unsecured revolving credit facility 51,300 127,600 Total debt, net $ 2,827,257 $ 3,024,519 (1) Construction loans payable relates to construction loans partially financing the development of six presale development projects. These properties are owned by entities determined to be VIEs for which the Company is the primary beneficiary. The creditors of these construction loans do not have recourse to the assets of the Company. (2) The creditors of mortgage loans payable related to on-campus participating properties do not have recourse to the assets of the Company. (3) Includes net unamortized original issue discount (“OID”) of $1.8 million and $1.9 million at June 30, 2018 and December 31, 2017 , respectively, and net unamortized deferred financing costs of $11.1 million and $12.2 million at June 30, 2018 and December 31, 2017 , respectively. (4) Includes net unamortized deferred financing costs of $1.4 million and $3.0 million at June 30, 2018 and December 31, 2017 , respectively. The Company has issued the following senior unsecured notes: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 September 2015 400,000 99.811 3.350 % 3.391 % 756 5 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 $ 1,600,000 $ 3,028 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 11 ). |
Stockholders' Equity _ Partne29
Stockholders' Equity / Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of equity program activity | The following table presents activity under the Company’s previous ATM equity program during the three and six months ended June 30, 2017 : Three Months Ended Six Months Ended Total net proceeds $ 124,745 $ 187,403 Commissions paid to sales agents $ 1,573 $ 2,354 Weighted average price per share $ 47.69 $ 48.34 Shares of common stock sold 2,648,735 3,925,456 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 , which includes both the redeemable joint venture partners and OP Units discussed above: Balance, December 31, 2017 $ 132,169 Net income 554 Distributions, net of contributions (836 ) Conversion of OP Units into shares of ACC common stock (478 ) Adjustments to reflect OP Units at fair value (100 ) Balance, June 30, 2018 $ 131,309 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of restricted stock units and awards | A summary of RSUs as of June 30, 2018 and activity during the six months then ended is presented below: Number of RSUs Outstanding at December 31, 2017 — Granted 24,630 Settled in common shares (24,630 ) Settled in cash — Outstanding at June 30, 2018 — A summary of RSAs as of June 30, 2018 and activity during the six months then ended is presented below: Number of RSAs Nonvested balance at December 31, 2017 810,870 Granted 354,944 Vested (1) (240,845 ) Forfeited (39,569 ) Nonvested balance at June 30, 2018 885,400 (1) Includes shares withheld to satisfy tax obligations upon vesting. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value | Disclosures concerning financial instruments measured at fair value are as follows: Fair Value Measurements as of June 30, 2018 December 31, 2017 Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Mezzanine: Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) $ — $ 43,574 $ 87,735 $ 131,309 $ — $ 44,503 $ 87,666 $ 132,169 |
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 financial instruments as of June 30, 2018 and December 31, 2017 : June 30, 2018 December 31, 2017 Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Assets: Loans receivable $ 54,140 $ 59,586 $ 54,140 $ 57,948 Liabilities: Unsecured notes $ 1,556,789 $ 1,587,148 (1) $ 1,620,839 $ 1,585,855 (1) Mortgage loans payable $ 818,563 $ 847,793 (2) $ 571,676 $ 582,927 (2) Bonds payable $ 32,467 $ 30,243 (3) $ 32,552 $ 30,201 (3) (1) Includes net unamortized OID and net unamortized deferred financing costs (see Note 7 ). (2) Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 7 ). (3) Includes net unamortized deferred financing costs (see Note 7 ). |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Three Months Ended Six Months Ended 2018 2017 2018 2017 Owned Properties Rental revenues and other income $ 190,223 $ 169,874 $ 396,612 $ 349,584 Interest income 383 385 764 776 Total revenues from external customers 190,606 170,259 397,376 350,360 Operating expenses before depreciation, amortization, and ground/facility lease expense (86,136 ) (75,172 ) (174,196 ) (150,129 ) Ground/facility lease expense (1,940 ) (1,687 ) (3,987 ) (3,287 ) Interest expense, net (1) (1,760 ) 664 (3,389 ) 346 Operating income before depreciation and amortization $ 100,770 $ 94,064 $ 215,804 $ 197,290 Depreciation and amortization $ 60,454 $ 53,345 $ 122,262 $ 103,002 Capital expenditures $ 148,905 $ 148,074 $ 283,155 $ 276,728 On-Campus Participating Properties Rental revenues and other income $ 6,182 $ 6,171 $ 16,625 $ 16,329 Interest income 41 15 62 23 Total revenues from external customers 6,223 6,186 16,687 16,352 Operating expenses before depreciation, amortization, and ground/facility lease expense (3,730 ) (3,892 ) (7,155 ) (7,157 ) Ground/facility lease expense (793 ) (778 ) (1,588 ) (1,535 ) Interest expense (1,269 ) (1,342 ) (2,522 ) (2,675 ) Operating income before depreciation and amortization $ 431 $ 174 $ 5,422 $ 4,985 Depreciation and amortization $ 1,952 $ 1,869 $ 3,894 $ 3,729 Capital expenditures $ 378 $ 661 $ 1,524 $ 870 Development Services Development and construction management fees $ 2,202 $ 675 $ 3,048 $ 1,131 Operating expenses (1,715 ) (1,929 ) (3,920 ) (3,857 ) Operating income (loss) before depreciation and amortization $ 487 $ (1,254 ) $ (872 ) $ (2,726 ) Property Management Services Property management fees from external customers $ 2,452 $ 2,288 $ 5,183 $ 4,902 Operating expenses (1,829 ) (1,898 ) (3,822 ) (4,053 ) Operating income before depreciation and amortization $ 623 $ 390 $ 1,361 $ 849 Three Months Ended Six Months Ended 2018 2017 2018 2017 Reconciliations Total segment revenues and other income $ 220,811 $ 179,408 $ 422,294 $ 372,745 Unallocated interest income earned on investments and corporate cash 819 832 1,640 1,665 Total consolidated revenues, including interest income $ 221,630 $ 180,240 $ 423,934 $ 374,410 Segment operating income before depreciation and amortization $ 102,311 $ 93,374 $ 221,715 $ 200,398 Depreciation and amortization (65,751 ) (56,966 ) (131,944 ) (110,317 ) Net unallocated expenses relating to corporate interest and overhead (32,663 ) (22,845 ) (59,343 ) (41,812 ) Gain (loss) from disposition of real estate 42,314 (632 ) 42,314 (632 ) Loss from early extinguishment of debt (784 ) — (784 ) — Other operating income 2,648 — 2,648 — Provision for real estate impairment — (15,317 ) — (15,317 ) Income tax provision (2,085 ) (267 ) (2,366 ) (524 ) Net income (loss) $ 45,990 $ (2,653 ) $ 72,240 $ 31,796 (1) Net of capitalized interest and amortization of debt premiums. |
Organization and Description 34
Organization and Description of Business (Details) | 6 Months Ended | |
Jun. 30, 2018university_systemPropertyBed | Jun. 30, 2017Bed | |
Real Estate Properties [Line Items] | ||
Number of properties | 168 | |
Number of beds | Bed | 103,500 | |
Minimum | ||
Real Estate Properties [Line Items] | ||
Initial term of contract | 1 year | |
Maximum | ||
Real Estate Properties [Line Items] | ||
Initial term of contract | 5 years | |
Owned properties | ||
Real Estate Properties [Line Items] | ||
Number of beds | Bed | 982 | |
Owned properties | Off Campus Properties | ||
Real Estate Properties [Line Items] | ||
Number of properties | 131 | |
Owned properties | On-campus participating properties | ||
Real Estate Properties [Line Items] | ||
Number of properties | 5 | |
Owned properties | Under Development | ||
Real Estate Properties [Line Items] | ||
Number of beds | Bed | 10,100 | |
Management And Leasing Services | ||
Real Estate Properties [Line Items] | ||
Number of properties | 34 | |
Number of beds | Bed | 28,400 | |
Investments in real estate, net | ||
Real Estate Properties [Line Items] | ||
Number of properties | 202 | |
Number of beds | Bed | 131,900 | |
Owned On Campus Properties | American Campus Equity | ||
Real Estate Properties [Line Items] | ||
Number of housing properties | 32 | |
Number of university systems | university_system | 15 | |
Owned On Campus Properties | Under Development | ||
Real Estate Properties [Line Items] | ||
Number of properties under construction | 15 | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||
Real Estate Properties [Line Items] | ||
Limited partner interest (percent) | 99.30% | |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Maximum | ||
Real Estate Properties [Line Items] | ||
Ownership Interest (percent) | 1.00% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)PropertyEntityagreement | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)PropertyEntityagreement | Jun. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash provided by operating activities | $ 169,458 | $ 130,827 | ||
Net cash used in investing activities | 44,402 | 431,620 | ||
Net cash provided by financing activities | (102,624) | 307,631 | ||
Capitalized Interest | $ 4,000 | $ 5,700 | $ 7,000 | 10,100 |
Number of third-party joint venture partners (entities) | Entity | 6 | 6 | ||
Number of properties | Property | 168 | 168 | ||
Number of properties, under development | Property | 9 | 9 | ||
Number of presale agreements | agreement | 3 | 3 | ||
Deferred pre-development costs | $ 8,900 | $ 8,900 | ||
Accounting Standards Update 2016-18 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net change in cash, cash equivalents, and restricted cash | 28,300 | |||
Net cash provided by operating activities | 2,200 | |||
Net cash used in investing activities | 300 | |||
Net cash provided by financing activities | $ 1,600 | |||
In-process development properties | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of properties, under development | Property | 3 | 3 | ||
Number of presale agreements | agreement | 3 | 3 | ||
On-campus participating properties | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of properties | Property | 5 | 5 | ||
Six joint ventures | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of properties | Property | 12 | 12 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
On-campus participating properties | Minimum | Leasehold interest | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 25 years |
On-campus participating properties | Maximum | Leasehold interest | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 34 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Potentially Dilutive Securities Not Included in Calculating Diluted Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 1,016,196 | 1,987,950 | 1,025,272 | 1,106,644 |
Common OP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 938,683 | 1,029,131 | 947,759 | 1,029,131 |
Preferred OP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 77,513 | 77,513 | 77,513 | 77,513 |
Unvested restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 0 | 881,306 | 0 | 0 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Summary of Elements Used in Calculating Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator – basic and diluted earnings per share: | ||||
Net income (loss) | $ 45,990 | $ (2,653) | $ 72,240 | $ 31,796 |
Net loss (income) attributable to noncontrolling interests | 19 | (109) | (304) | (508) |
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders | 46,009 | (2,762) | 71,936 | 31,288 |
Amount allocated to participating securities | (377) | (389) | (883) | (857) |
Net income (loss) attributable to common unitholders | $ 45,632 | $ (3,151) | $ 71,053 | $ 30,431 |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 136,677,255 | 134,614,418 | 136,599,816 | 133,837,748 |
Diluted weighted average common shares outstanding (in shares) | 137,576,366 | 134,614,418 | 137,536,368 | 134,745,192 |
Earnings per share: | ||||
Net income (loss) attributable to common stockholders - basic and diluted (in dollars per share) | $ 0.33 | $ (0.02) | $ 0.52 | $ 0.23 |
Unvested Restricted Stock Awards | ||||
Denominator: | ||||
Unvested restricted stock awards (in shares) | 899,111 | 0 | 936,552 | 907,444 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Summary of Elements Used in Calculating Basic and Diluted Earnings per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator – basic and diluted earnings per unit: | ||||
Net income (loss) | $ 45,990 | $ (2,653) | $ 72,240 | $ 31,796 |
Net income attributable to noncontrolling interests | 19 | (109) | (304) | (508) |
Net income (loss) attributable to common unitholders | 45,632 | (3,151) | 71,053 | 30,431 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||||
Numerator – basic and diluted earnings per unit: | ||||
Net income (loss) | 45,990 | (2,653) | 72,240 | 31,796 |
Series A preferred unit distributions | (31) | (31) | (62) | (62) |
Amount allocated to participating securities | (377) | (389) | (883) | (857) |
Net income (loss) attributable to common unitholders | $ 45,948 | $ (3,170) | $ 71,547 | $ 30,675 |
Denominator: | ||||
Basic weighted average common units outstanding (in units) | 137,615,938 | 135,643,549 | 137,547,575 | 134,866,879 |
Diluted weighted average common units outstanding (in units) | 138,515,049 | 135,643,549 | 138,484,127 | 135,774,323 |
Earnings per unit: | ||||
Net income (loss) attributable to common unitholders - basic and diluted (in dollars per unit) | $ 0.33 | $ (0.02) | $ 0.52 | $ 0.23 |
Partially owned properties | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||||
Numerator – basic and diluted earnings per unit: | ||||
Net income attributable to noncontrolling interests | $ 366 | $ (97) | $ 252 | $ (202) |
Unvested Restricted Stock Awards | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | ||||
Denominator: | ||||
Unvested restricted stock awards (in units) | 899,111 | 0 | 936,552 | 907,444 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 6 Months Ended | 19 Months Ended | |
Jun. 30, 2018USD ($)Propertypresale_agreementagreement | Jun. 30, 2017USD ($)land_parcel | Jun. 30, 2018USD ($)Propertypresale_agreementagreement | |
Business Acquisition [Line Items] | |||
Number of presale agreements | agreement | 3 | 3 | |
Number of properties, under development | Property | 9 | 9 | |
Cash paid for land acquisitions | $ 0 | $ 16,955 | |
Cash paid for property acquisition | $ 0 | 157,967 | |
In-process development properties | |||
Business Acquisition [Line Items] | |||
Number of presale agreements | agreement | 3 | 3 | |
Number of properties, under development | Property | 3 | 3 | |
Owned properties | |||
Business Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | 158,500 | ||
Cash paid for property acquisition | $ 158,000 | ||
Presale development properties | |||
Business Acquisition [Line Items] | |||
Number of presale agreements | presale_agreement | 2 | 2 | |
Number of properties, under development | Property | 2 | 2 | |
Estimated development costs | $ 107,300 | $ 149,900 | |
Land | |||
Business Acquisition [Line Items] | |||
Number of land parcels | land_parcel | 4 | ||
Asset acquisition, consideration transferred | $ 11,100 | ||
Cash paid for land acquisitions | 8,000 | ||
Asset acquisitions, fair value | 12,000 | ||
Land | In-process development properties | |||
Business Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | $ 9,000 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions (Details) $ in Millions | Sep. 30, 2019USD ($)Bed | Aug. 31, 2019Bed | Jun. 30, 2018Bed | Jun. 30, 2017Bed | Apr. 30, 2017Bed |
Business Acquisition [Line Items] | |||||
Number of beds | 103,500 | ||||
In-process development properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 783 | ||||
Owned properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 982 | ||||
Scenario, Forecast | In-process development properties | |||||
Business Acquisition [Line Items] | |||||
Mezzanine financing provided to private developer | $ | $ 15.6 | ||||
The Flex at Stadium Centre | Scenario, Forecast | In-process development properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 340 | ||||
959 Franklin | Scenario, Forecast | In-process development properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 443 | ||||
The Arlie | Owned properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 598 | ||||
TWELVE at U District | Owned properties | |||||
Business Acquisition [Line Items] | |||||
Number of beds | 384 |
Property Dispositions - Narrati
Property Dispositions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2018USD ($)PropertyBed | Jun. 30, 2018USD ($)Bed | Jun. 30, 2017USD ($)Bed | Jun. 30, 2018USD ($)Bed | Jun. 30, 2017USD ($)Bed | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from disposition of properties | $ 242,284 | $ 24,462 | |||
Gain (loss) from disposition of real estate | $ 42,314 | $ (632) | $ 42,314 | (632) | |
Number of beds | Bed | 103,500 | 103,500 | |||
Provision for real estate impairment | $ 0 | 15,317 | $ 0 | 15,317 | |
Proceeds from secured debt issuance | $ 330,000 | $ 330,000 | 0 | ||
Disposal Group, Not Discontinued Operations | Owned properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of properties sold | Property | 3 | ||||
Sale price of disposed property | $ 245,000 | ||||
Proceeds from disposition of properties | 242,300 | ||||
Gain (loss) from disposition of real estate | $ 42,300 | ||||
The Province - Dayton | Disposal Group, Not Discontinued Operations | Owned properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale price of disposed property | $ 25,000 | 25,000 | |||
Proceeds from disposition of properties | 24,500 | ||||
Gain (loss) from disposition of real estate | $ (600) | ||||
Number of beds | Bed | 657 | 657 | |||
Provision for real estate impairment | $ 4,900 | ||||
ACC/Allianz Joint Venture Transaction | Disposal Group, Not Discontinued Operations | Owned properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of properties sold | Property | 7 | ||||
Number of beds | Bed | 4,611 | ||||
Allianz Real Estate | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash contribution | $ 373,100 | ||||
ACC/Allianz Joint Venture | Allianz Real Estate | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Minority interest (percent) | 45.00% |
Property Dispositions - Summary
Property Dispositions - Summary of Properties Classified as Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Wholly Owned Properties Sold | 6 Months Ended |
Jun. 30, 2018Bed | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of beds in properties sold | 1,338 |
Icon Plaza | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of beds in properties sold | 253 |
West 27th Place | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of beds in properties sold | 475 |
The Standard | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of beds in properties sold | 610 |
Investments in Owned Properti44
Investments in Owned Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Owned properties, net | $ 6,512,172 | $ 6,532,168 |
Undeveloped land parcels | 38,000 | |
Owned properties | ||
Real Estate Properties [Line Items] | ||
Land | 626,991 | 646,991 |
Buildings and improvements | 5,915,120 | 6,096,527 |
Furniture, fixtures and equipment | 348,579 | 348,828 |
Construction in progress | 664,098 | 393,045 |
Real estate properties gross | 7,554,788 | 7,485,391 |
Less accumulated depreciation | (1,122,049) | (1,035,027) |
Owned properties, net | 6,432,739 | 6,450,364 |
Under Development | ||
Real Estate Properties [Line Items] | ||
Undeveloped land parcels | $ 34,700 | $ 29,900 |
On-Campus Participating Prope45
On-Campus Participating Properties (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)phase | Dec. 31, 2017USD ($) | |
Real Estate Properties [Line Items] | ||
Owned properties, net | $ 6,512,172 | $ 6,532,168 |
On-campus participating properties | ||
Real Estate Properties [Line Items] | ||
Historical Cost | 161,519 | 159,996 |
Accumulated amortization | (82,086) | (78,192) |
Owned properties, net | $ 79,433 | 81,804 |
On-campus participating properties | Texas A and M International | ||
Real Estate Properties [Line Items] | ||
Lease Commencement | Feb. 1, 1996 | |
Required Debt Repayment | Sep. 1, 2023 | |
Historical Cost | $ 7,010 | 6,923 |
Texas A&M University System / Prairie View A&M University between 1996 and 1998 | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Number of project phases | phase | 3 | |
Texas A&M University System / Prairie View A&M University between 1996 and 1998 | On-campus participating properties | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Lease Commencement | Feb. 1, 1996 | |
Required Debt Repayment | Sep. 1, 2023 | |
Historical Cost | $ 44,639 | 44,364 |
Texas A&M University System / Prairie View A&M University between 2000 and 2003 | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Number of project phases | phase | 2 | |
Texas A&M University System / Prairie View A&M University between 2000 and 2003 | On-campus participating properties | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Lease Commencement | Oct. 1, 1999 | |
Historical Cost | $ 28,490 | 27,802 |
University of Houston System / University of Houston | University Of Houston | ||
Real Estate Properties [Line Items] | ||
Number of project phases | phase | 2 | |
University of Houston System / University of Houston | On-campus participating properties | University Of Houston | ||
Real Estate Properties [Line Items] | ||
Lease Commencement | Sep. 27, 2000 | |
Required Debt Repayment | Aug. 31, 2035 | |
Historical Cost | $ 36,141 | 36,062 |
West Virginia University System / West Virginia University | On-campus participating properties | West Virginia University | ||
Real Estate Properties [Line Items] | ||
Lease Commencement | Jul. 16, 2013 | |
Required Debt Repayment | Jul. 16, 2045 | |
Historical Cost | $ 45,239 | $ 44,845 |
Minimum | Texas A&M University System / Prairie View A&M University between 2000 and 2003 | On-campus participating properties | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Required Debt Repayment | Aug. 31, 2025 | |
Maximum | Texas A&M University System / Prairie View A&M University between 2000 and 2003 | On-campus participating properties | Prairie View A and M University | ||
Real Estate Properties [Line Items] | ||
Required Debt Repayment | Aug. 31, 2028 |
Debt - Summary of Outstanding C
Debt - Summary of Outstanding Consolidated Indebtedness, Including Unamortized Debt Premiums and Discounts (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 31, 2018Property | Jun. 30, 2018USD ($)Property | Dec. 31, 2017USD ($) | Aug. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Secured mortgage, construction and bond debt, net | $ 990,216 | $ 664,020 | ||
Unsecured notes, net of unamortized OID and deferred financing costs | 1,587,148 | 1,585,855 | ||
Unsecured term loans, net of unamortized deferred financing costs | 198,593 | 647,044 | ||
Unsecured revolving credit facility | 51,300 | 127,600 | ||
Total debt, net | $ 2,827,257 | 3,024,519 | ||
Number of properties | Property | 168 | |||
Mortgage loans payable | ||||
Debt Instrument [Line Items] | ||||
Secured mortgage, construction and bond debt, net | $ 27,400 | |||
Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ (11,100) | (12,200) | ||
Unamortized original issue discount | 1,800 | 1,900 | ||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | (1,400) | (3,000) | ||
Wholly-owned properties, net | ||||
Debt Instrument [Line Items] | ||||
Number of properties sold | Property | 7 | |||
Total debt, net | $ 891,423 | 564,311 | ||
Wholly-owned properties, net | Mortgage loans payable | ||||
Debt Instrument [Line Items] | ||||
Number of properties sold | Property | 1 | |||
Principal outstanding | $ 767,383 | 496,557 | ||
Secured mortgage, construction and bond debt, net | 779,243 | 513,419 | ||
Unamortized deferred financing costs | (2,188) | (2,144) | ||
Unamortized debt premiums | 14,048 | 19,006 | ||
Wholly-owned properties, net | Construction loans payable | ||||
Debt Instrument [Line Items] | ||||
Principal outstanding | 113,330 | 51,780 | ||
Unamortized deferred financing costs | (1,150) | (888) | ||
On-campus participating properties, net | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | (584) | (642) | ||
Total debt, net | $ 98,793 | 99,709 | ||
Number of properties | Property | 5 | |||
On-campus participating properties, net | Mortgage loans payable | ||||
Debt Instrument [Line Items] | ||||
Principal outstanding | $ 68,802 | 69,776 | ||
On-campus participating properties, net | Bonds payable | ||||
Debt Instrument [Line Items] | ||||
Principal outstanding | $ 30,575 | $ 30,575 | ||
In-process development properties | Construction loans payable | ||||
Debt Instrument [Line Items] | ||||
Number of properties sold | Property | 6 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2018USD ($)Property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Property | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2017USD ($) | Jan. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||||
Repayments of notes payable | $ 4,256,000 | $ 4,915,000 | |||||||
Defeasance costs related to early extinguishment of debt | (2,726,000) | 0 | |||||||
Loss from early extinguishment of debt | $ 784,000 | $ 0 | 784,000 | 0 | |||||
Mortgage loans payable | 990,216,000 | 990,216,000 | $ 664,020,000 | ||||||
Other operating income | 0 | 15,317,000 | 0 | 15,317,000 | |||||
Repayments of unsecured debt | $ 450,000,000 | 0 | |||||||
Mortgages | |||||||||
Debt Instrument [Line Items] | |||||||||
Mortgage loans payable | $ 27,400,000 | ||||||||
Other operating income | $ 15,300,000 | ||||||||
ACC/Alianz Joint Venture Secured Debt | Mortgages | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount | $ 330,000,000 | ||||||||
Stated percentage | 4.07% | ||||||||
Revolving credit facility | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, required unused commitment fee per annum (percent) | 0.20% | ||||||||
Current borrowing capacity of credit facility | $ 648,700,000 | $ 648,700,000 | |||||||
Revolving credit facility | Fourth Amended And Restated Credit Agreement | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | $ 500,000,000 | ||||||||
Revolving credit facility | Fifth Amended And Restated Credit Agreement | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | 700,000,000 | ||||||||
Credit facility, additional borrowing capacity (up to) | 500,000,000 | ||||||||
Revolving credit facility | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated percentage | 2.08% | 2.08% | |||||||
Line of credit, required unused commitment fee per annum (percent) | 0.20% | ||||||||
Weighted average annual interest rate (percent) | 3.28% | 3.28% | |||||||
Basis spread on variable rate | 1.00% | ||||||||
Revolving credit facility | Credit Agreement | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | $ 700,000,000 | ||||||||
Revolving credit facility | Term Loan III Facility | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Write off of deffered financing costs, premiums and discounts | $ 900,000 | ||||||||
Repayments of unsecured debt | 300,000,000 | ||||||||
Revolving credit facility | Term Loan I Facility | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of unsecured debt | $ 150,000,000 | ||||||||
Revolving credit facility | Term Loan II Facility | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated percentage | 2.00% | 2.00% | |||||||
Credit facility | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Weighted average annual interest rate (percent) | 3.10% | 3.10% | |||||||
Basis spread on variable rate | 1.10% | ||||||||
Line of credit facility, accordion feature (up to) | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||
Owned properties | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of properties sold | Property | 7 | ||||||||
Owned properties | Mortgages | |||||||||
Debt Instrument [Line Items] | |||||||||
Defeasance costs related to early extinguishment of debt | $ (2,700,000) | ||||||||
Write off of deffered financing costs, premiums and discounts | 1,900,000 | ||||||||
Loss from early extinguishment of debt | 800,000 | ||||||||
Mortgage loans payable | $ 779,243,000 | $ 779,243,000 | $ 513,419,000 | ||||||
Number of properties sold | Property | 1 | ||||||||
Owned properties | Mortgages | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of notes payable | $ 55,900,000 | ||||||||
Number of fixed rate mortgage debt secured owned properties. | Property | 3 | 3 | |||||||
Owned properties | Disposal Group, Not Discontinued Operations | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of properties sold | Property | 3 |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) - AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Senior notes | |
Debt Instrument [Line Items] | |
Amount | $ 1,600,000,000 |
Original Issue Discount | 3,028,000 |
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 |
Term (Years) | 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 |
Term (Years) | 10 years |
Senior notes - September 2015 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.811% |
Coupon (percent) | 3.35% |
Yield (percent) | 3.391% |
Original Issue Discount | $ 756,000 |
Term (Years) | 5 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 |
Term (Years) | 10 years |
Stockholders' Equity _ Partne49
Stockholders' Equity / Partners' Capital - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | May 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Number of shares in deferred compensation plan (in shares) | 69,603 | 63,778 | |
Treasury Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of shares deposited into deferred compensation plan (in shares) | 12,956 | ||
Number of shares withdrawn from deferred compensation plan (in shares) | 7,131 | ||
Number of shares in deferred compensation plan (in shares) | 69,603 | ||
ATM Equity Program | |||
Schedule of Equity Method Investments [Line Items] | |||
ATM equity program, aggregate offering price authorized (up to $500 million) | $ 500 | $ 500 | |
At The Market Program Expired May 2018, Included In ATM Equity Program | |||
Schedule of Equity Method Investments [Line Items] | |||
ATM equity program, aggregate offering price authorized (up to $500 million) | $ 233 |
Stockholders' Equity _ Partne50
Stockholders' Equity / Partners' Capital - Summary of Equity Program Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class of Stock [Line Items] | |||
Total net proceeds | $ 0 | $ 189,757 | |
ATM Equity Program | |||
Class of Stock [Line Items] | |||
Total net proceeds | $ 124,745 | 187,403 | |
Commissions paid to sales agents | $ 1,573 | $ 2,354 | |
Weighted average price per share (in dollars per share) | $ 47.69 | $ 48.34 | |
Shares of common stock sold (in shares) | 2,648,735 | 3,925,456 |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018PropertyEntityagreementshares | Dec. 31, 2017shares | Sep. 30, 2017Property | |
Noncontrolling Interest [Line Items] | |||
Number of third-party joint venture partners (entities) | Entity | 6 | ||
Number of properties | 168 | ||
Number of presale agreements | agreement | 3 | ||
Number of properties, under development | 9 | ||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | |||
Noncontrolling Interest [Line Items] | |||
Equity interests held by owners of common units and preferred units (percent) | 0.80% | ||
Common OP Unit | |||
Noncontrolling Interest [Line Items] | |||
Conversion of operating partnership units to common stock (in shares) | shares | 68,448 | 22,000 | |
In-process development properties | |||
Noncontrolling Interest [Line Items] | |||
Number of presale agreements | agreement | 3 | ||
Number of properties, under development | 3 | ||
Three Off-Campus Properties | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | |||
Noncontrolling Interest [Line Items] | |||
Number of third-party joint venture partners (entities) | Entity | 4 | ||
Three Off-Campus Properties | In-process development properties | |||
Noncontrolling Interest [Line Items] | |||
Number of properties | 10 | ||
Core Transaction | |||
Noncontrolling Interest [Line Items] | |||
Number of housing properties | 7 | ||
Number of joint ventures | 2 | ||
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | |||
Noncontrolling Interest [Line Items] | |||
Equity interests held by owners of common units and preferred units (percent) | 0.70% |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summarized Activity of Redeemable Limited Partners (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | $ 132,169 |
Distributions, net of contributions | (151,271) |
Conversion of OP Units into shares of ACC common stock | (478) |
Ending balance | 131,309 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | 132,169 |
Distributions, net of contributions | (151,271) |
Conversion of OP Units into shares of ACC common stock | (478) |
Ending balance | 131,309 |
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Redeemable noncontrolling interests | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance | 132,169 |
Net income | 554 |
Distributions, net of contributions | (836) |
Conversion of OP Units into shares of ACC common stock | (478) |
Adjustments to reflect OP Units at fair value | (100) |
Ending balance | $ 131,309 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 900 | |||||
Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 2,800 | $ 3,900 | 6,100 | $ 8,200 | ||
Newly Appointed Board Member | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock granted | $ 115 | |||||
Allocated share-based compensation expense | $ 100 | |||||
Board of Directors Chairman | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock granted | $ 160 | |||||
All Other Members | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock granted | $ 115 | |||||
2018 Incentive Award Plan | 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 Units (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 0 |
Granted (shares) | 24,630 |
Settled in common shares (shares) | (24,630) |
Settled in cash (shares) | 0 |
Ending balance (shares) | 0 |
Incentive Award Plan - Summar55
Incentive Award Plan - Summary of Restricted Stock Awards (Details) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 810,870 |
Granted (shares) | 354,944 |
Vested (shares) | (240,845) |
Forfeited (shares) | (39,569) |
Ending balance (shares) | 885,400 |
Derivative Instruments and He56
Derivative Instruments and Hedging Activities (Details) $ in Millions | Jun. 30, 2018USD ($) |
Interest rate swaps contracts | |
Derivative [Line Items] | |
Notional amount | $ 97 |
Fair Value Disclosures - Financ
Fair Value Disclosures - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | $ 131,309 | $ 132,169 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | 43,574 | 44,503 |
Significant Unobservable Inputs (Level 3) | ||
Mezzanine: | ||
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership) | $ 87,735 | $ 87,666 |
Fair Value Disclosures - Estima
Fair Value Disclosures - Estimated Fair Value and Related Carrying Amounts of Mortgage Loans and Bonds Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Estimated Fair Value | ||
Assets: | ||
Loans receivable | $ 54,140 | $ 54,140 |
Liabilities: | ||
Unsecured notes | 1,556,789 | 1,620,839 |
Mortgage loans payable | 818,563 | 571,676 |
Bonds payable | 32,467 | 32,552 |
Carrying Amount | ||
Assets: | ||
Loans receivable | 59,586 | 57,948 |
Liabilities: | ||
Unsecured notes | 1,587,148 | 1,585,855 |
Mortgage loans payable | 847,793 | 582,927 |
Bonds payable | $ 30,243 | $ 30,201 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 19 Months Ended |
Aug. 31, 2013USD ($)extension | Sep. 30, 2017USD ($)Entity | Jun. 30, 2018USD ($)PropertyEntityagreement | Jun. 30, 2018USD ($)PropertyEntityagreement | |
Loss Contingencies [Line Items] | ||||
Number of properties | Property | 168 | 168 | ||
Number of properties, under development | Property | 9 | 9 | ||
Number of third-party joint venture partners (entities) | Entity | 6 | 6 | ||
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 | $ 10,300,000 | $ 10,300,000 | ||
Performance Guarantee | ||||
Loss Contingencies [Line Items] | ||||
Guarantor obligations, maximum exposure | $ 2,100,000 | $ 2,100,000 | ||
Under Development | ||||
Loss Contingencies [Line Items] | ||||
Number of properties | Property | 6 | 6 | ||
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 | |||
Maximum | Drexel University Property | ||||
Loss Contingencies [Line Items] | ||||
Commitment to pay real estate transfer taxes, amount (not more than) | $ 2,400,000 | |||
Construction contracts | ||||
Loss Contingencies [Line Items] | ||||
Other commitment | $ 200,000,000 | $ 200,000,000 | ||
Presale development properties | ||||
Loss Contingencies [Line Items] | ||||
Number of properties, under development | Property | 2 | 2 | ||
Number of presale agreements | agreement | 3 | 3 | ||
Estimated development costs | $ 107,300,000 | $ 149,900,000 | ||
Estimated development costs, remaining obligation to be funded | $ 133,000,000 | $ 133,000,000 | ||
Core Transaction | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. | Consolidated Properties | ||||
Loss Contingencies [Line Items] | ||||
Number of third-party joint venture partners (entities) | Entity | 2 | |||
Period of option to purchase remaining interest in joint venture | 2 years | |||
Option to purchase remaining interest in joint venture | $ 284,600,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Identified reportable segments (segments) | 4 |
Segments - Schedule of Segment
Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 201,059 | $ 179,008 | $ 421,468 | $ 371,946 |
Ground/facility leases | (2,733) | (2,465) | (5,575) | (4,822) |
Interest expense, net | (23,338) | (14,573) | (47,022) | (29,290) |
Depreciation and amortization | (65,751) | (56,966) | (131,944) | (110,317) |
Operating expenses | (170,205) | (166,398) | (340,208) | (310,117) |
Property management fees from external customers | 2,452 | 2,288 | 5,183 | 4,902 |
Total consolidated revenues, including interest income | 221,630 | 180,240 | 423,934 | 374,410 |
Segment operating income before depreciation and amortization | 30,854 | 12,610 | 81,260 | 61,829 |
Gain (loss) from disposition of real estate | 42,314 | (632) | 42,314 | (632) |
Loss from early extinguishment of debt | (784) | 0 | (784) | 0 |
Other operating income | 2,648 | 0 | 2,648 | 0 |
Provision for real estate impairment | 0 | (15,317) | 0 | (15,317) |
Income tax provision | (2,085) | (267) | (2,366) | (524) |
Net income (loss) | 45,990 | (2,653) | 72,240 | 31,796 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 220,811 | 179,408 | 422,294 | 372,745 |
Segment operating income before depreciation and amortization | 102,311 | 93,374 | 221,715 | 200,398 |
Net income (loss) | 45,990 | (2,653) | 72,240 | 31,796 |
Operating segments | Owned properties | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues and other income | 190,223 | 169,874 | 396,612 | 349,584 |
Interest income | 383 | 385 | 764 | 776 |
Total revenues | 190,606 | 170,259 | 397,376 | 350,360 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (86,136) | (75,172) | (174,196) | (150,129) |
Ground/facility leases | (1,940) | (1,687) | (3,987) | (3,287) |
Interest expense, net | (1,760) | 664 | (3,389) | 346 |
Operating income before depreciation and amortization | 100,770 | 94,064 | 215,804 | 197,290 |
Depreciation and amortization | 60,454 | 53,345 | 122,262 | 103,002 |
Capital expenditures | 148,905 | 148,074 | 283,155 | 276,728 |
Operating segments | On-campus participating properties | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues and other income | 6,182 | 6,171 | 16,625 | 16,329 |
Interest income | 41 | 15 | 62 | 23 |
Total revenues | 6,223 | 6,186 | 16,687 | 16,352 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (3,730) | (3,892) | (7,155) | (7,157) |
Ground/facility leases | (793) | (778) | (1,588) | (1,535) |
Interest expense, net | (1,269) | (1,342) | (2,522) | (2,675) |
Operating income before depreciation and amortization | 431 | 174 | 5,422 | 4,985 |
Depreciation and amortization | 1,952 | 1,869 | 3,894 | 3,729 |
Capital expenditures | 378 | 661 | 1,524 | 870 |
Operating segments | Development services | ||||
Segment Reporting Information [Line Items] | ||||
Operating income before depreciation and amortization | 487 | (1,254) | (872) | (2,726) |
Development and construction management fees | 2,202 | 675 | 3,048 | 1,131 |
Operating expenses | (1,715) | (1,929) | (3,920) | (3,857) |
Operating segments | Property management services | ||||
Segment Reporting Information [Line Items] | ||||
Operating income before depreciation and amortization | 623 | 390 | 1,361 | 849 |
Operating expenses | (1,829) | (1,898) | (3,822) | (4,053) |
Property management fees from external customers | 2,452 | 2,288 | 5,183 | 4,902 |
Unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 819 | 832 | 1,640 | 1,665 |
Operating expenses | $ (32,663) | $ (22,845) | $ (59,343) | $ (41,812) |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 01, 2018$ / shares |
Subsequent Event | Dividend Declared | |
Subsequent Event [Line Items] | |
Distributions declared per common unit (in dollars per unit) | $ 0.46 |