Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-32265 | |
Entity Registrant Name | AMERICAN CAMPUS COMMUNITIES, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 76-0753089 | |
Entity Address, Address Line One | 12700 Hill Country Blvd. | |
Entity Address, Address Line Two | Suite T-200 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 732-1000 | |
Title of 12(b) Security | Common stock, par value $.01 per share | |
Trading Symbol | ACC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding (in shares) | 139,156,671 | |
Entity Central Index Key | 0001283630 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments in real estate | ||
Investments in real estate, net | $ 6,775,341 | $ 6,791,025 |
Cash and cash equivalents | 42,073 | 54,017 |
Restricted cash | 20,163 | 19,955 |
Student contracts receivable, net | 22,188 | 11,090 |
Operating lease right of use assets | 456,871 | 457,573 |
Other assets | 232,083 | 197,500 |
Total assets | 7,548,719 | 7,531,160 |
Liabilities | ||
Secured mortgage and bond debt, net | 562,343 | 646,827 |
Accounts payable and accrued expenses | 98,380 | 85,070 |
Operating lease liabilities | 494,397 | 486,631 |
Other liabilities | 191,251 | 185,352 |
Total liabilities | 4,501,487 | 4,350,056 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interests | 27,405 | 24,567 |
American Campus Communities, Inc. and Subsidiaries stockholders’ equity | ||
Common stock, $0.01 par value, 800,000,000 shares authorized, 139,046,139 and 137,540,345 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1,390 | 1,375 |
Additional paid in capital | 4,538,210 | 4,472,170 |
Common stock held in rabbi trust, 110,532 and 91,746 shares at September 30, 2021 and December 31, 2020, respectively | (4,711) | (3,951) |
Accumulated earnings and dividends | (1,534,660) | (1,332,689) |
Accumulated other comprehensive loss | (17,236) | (22,777) |
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity | 2,982,993 | 3,114,128 |
Noncontrolling interests – partially owned properties | 36,834 | 42,409 |
Total equity | 3,019,827 | 3,156,537 |
Total liabilities and equity | 7,548,719 | 7,531,160 |
Unsecured notes, net | ||
Liabilities | ||
Unsecured debt | 2,378,380 | 2,375,603 |
Term loan | ||
Liabilities | ||
Unsecured debt | 199,736 | 199,473 |
Unsecured revolving credit facility | ||
Liabilities | ||
Unsecured debt | 577,000 | 371,100 |
Owned properties | ||
Investments in real estate | ||
Investments in real estate, net | 6,709,528 | 6,721,744 |
On-campus participating properties, net | ||
Investments in real estate | ||
Investments in real estate, net | $ 65,813 | $ 69,281 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares issued (in shares) | 139,046,139 | 137,540,345 |
Common stock, shares outstanding (in shares) | 139,046,139 | 137,540,345 |
Number of shares in deferred compensation plan (in shares) | 110,532 | 91,746 |
Assets | $ 7,548,719 | $ 7,531,160 |
Liabilities | 4,501,487 | 4,350,056 |
Variable Interest Entity, Primary Beneficiary | Investments in real estate, net | ||
Assets | 577,445 | 592,787 |
Variable Interest Entity, Primary Beneficiary | Cash, cash equivalents, and restricted cash | ||
Assets | 35,579 | 41,248 |
Variable Interest Entity, Primary Beneficiary | Other assets | ||
Assets | 20,129 | 13,078 |
Variable Interest Entity, Primary Beneficiary | Secured mortgage debt, net | ||
Liabilities | 405,445 | 410,837 |
Variable Interest Entity, Primary Beneficiary | Accounts payable, accrued expenses, and other liabilities | ||
Liabilities | $ 54,991 | $ 46,645 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Total revenues | $ 228,877 | $ 202,675 | $ 670,120 | $ 637,626 |
Operating expenses (income) | ||||
Third-party development and management services | 4,990 | 5,061 | 15,377 | 16,245 |
General and administrative | 10,309 | 8,638 | 35,563 | 28,563 |
Depreciation and amortization | 69,445 | 67,369 | 206,303 | 199,979 |
Ground/facility leases | 5,502 | 3,071 | 12,145 | 10,033 |
Gain from disposition of real estate | 0 | 0 | 0 | (48,525) |
Total operating expenses | 211,542 | 194,440 | 586,947 | 501,393 |
Operating income | 17,335 | 8,235 | 83,173 | 136,233 |
Nonoperating income (expenses) | ||||
Interest income | 387 | 855 | 959 | 2,576 |
Interest expense | (29,271) | (29,056) | (87,488) | (84,007) |
Amortization of deferred financing costs | (1,470) | (1,349) | (4,207) | (3,891) |
Loss from extinguishment of debt | 0 | 0 | 0 | (4,827) |
Other nonoperating income | 0 | 264 | 157 | 264 |
Total nonoperating expenses | (30,354) | (29,286) | (90,579) | (89,885) |
(Loss) income before income taxes | (13,019) | (21,051) | (7,406) | 46,348 |
Income tax provision | (340) | (373) | (1,021) | (1,133) |
Net (loss) income | (13,359) | (21,424) | (8,427) | 45,215 |
Net loss attributable to noncontrolling interests | 1,920 | 1,909 | 3,204 | 2,781 |
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders | (11,439) | (19,515) | (5,223) | 47,996 |
Other comprehensive income (loss) | ||||
Change in fair value of interest rate swaps and other | 1,672 | 1,851 | 5,541 | (7,668) |
Comprehensive (loss) income | $ (9,767) | $ (17,664) | $ 318 | $ 40,328 |
Net (loss) income per share attributable to ACC, Inc. and Subsidiaries common stockholders | ||||
Basic (in dollars per share) | $ (0.09) | $ (0.15) | $ (0.05) | $ 0.34 |
Diluted (in dollars per share) | $ (0.09) | $ (0.15) | $ (0.05) | $ 0.33 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 139,068,939 | 137,632,091 | 138,283,616 | 137,574,485 |
Diluted (in shares) | 139,068,939 | 137,632,091 | 138,283,616 | 138,678,713 |
Third-party development services | ||||
Revenues | ||||
Contract with customer, revenue | $ 938 | $ 2,186 | $ 3,763 | $ 5,531 |
Third-party management services | ||||
Revenues | ||||
Contract with customer, revenue | 2,459 | 2,771 | 8,631 | 9,268 |
Owned properties | ||||
Revenues | ||||
Revenues | 219,413 | 192,332 | 637,480 | 602,631 |
Operating expenses (income) | ||||
Operating expenses | 117,176 | 106,518 | 306,870 | 284,741 |
On-campus participating properties | ||||
Revenues | ||||
Revenues | 6,067 | 5,386 | 20,246 | 20,196 |
Operating expenses (income) | ||||
Operating expenses | $ 4,120 | $ 3,783 | $ 10,689 | $ 10,357 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Shares | Additional Paid in Capital | Common Shares Held in Rabbi Trust | Accumulated Earnings and Dividends | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests – Partially Owned PropertiesNoncontrolling Interests – Partially Owned Properties |
Equity, Beginning (in shares) at Dec. 31, 2019 | 137,326,824 | ||||||
Equity, Beginning at Dec. 31, 2019 | $ 3,338,674 | $ 1,373 | $ 4,458,456 | $ (3,486) | $ (1,144,721) | $ (16,946) | $ 43,998 |
Equity, Beginning (in shares) at Dec. 31, 2019 | 77,928 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | 9,490 | 9,490 | |||||
Amortization of restricted stock awards and vesting of restricted stock units | 3,988 | 3,988 | |||||
Vesting of restricted stock awards (in shares) | 199,695 | ||||||
Vesting of restricted stock awards | (4,155) | $ 2 | (4,157) | ||||
Distributions to common and restricted stockholders | (65,242) | (65,242) | |||||
Distributions to noncontrolling interests - partially owned properties | (2,566) | (2,566) | |||||
Change in fair value of interest rate swaps and other | (9,801) | (9,801) | |||||
Deposits to deferred compensation plan, net of withdrawals (in shares) | (3,488) | 3,488 | |||||
Deposits to deferred compensation plan, net of withdrawals | 0 | 129 | $ (129) | ||||
Net income (loss) | 81,750 | 80,855 | 895 | ||||
Equity, Ending (in shares) at Mar. 31, 2020 | 137,523,031 | ||||||
Equity, Ending at Mar. 31, 2020 | 3,352,138 | $ 1,375 | 4,467,906 | $ (3,615) | (1,129,108) | (26,747) | 42,327 |
Equity, Ending (in shares) at Mar. 31, 2020 | 81,416 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (3,410) | (3,410) | |||||
Amortization of restricted stock awards and vesting of restricted stock units (in shares) | 27,644 | ||||||
Amortization of restricted stock awards and vesting of restricted stock units | 4,439 | 4,439 | |||||
Vesting of restricted stock awards | (20) | (20) | |||||
Distributions to common and restricted stockholders | (65,193) | (65,193) | |||||
Distributions to noncontrolling interests - partially owned properties | (1,816) | (1,816) | |||||
Change in fair value of interest rate swaps and other | 282 | 282 | |||||
Deposits to deferred compensation plan, net of withdrawals (in shares) | (10,330) | 10,330 | |||||
Deposits to deferred compensation plan, net of withdrawals | 0 | 336 | $ (336) | ||||
Net income (loss) | (15,390) | (13,344) | (2,046) | ||||
Equity, Ending (in shares) at Jun. 30, 2020 | 137,540,345 | ||||||
Equity, Ending at Jun. 30, 2020 | 3,271,030 | $ 1,375 | 4,469,251 | $ (3,951) | (1,207,645) | (26,465) | 38,465 |
Equity, Ending (in shares) at Jun. 30, 2020 | 91,746 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (264) | (264) | |||||
Amortization of restricted stock awards and vesting of restricted stock units | 3,502 | 3,502 | |||||
Distributions to common and restricted stockholders | (65,204) | (65,204) | |||||
Contributions by noncontrolling interests - partially owned properties | 6,110 | 6,110 | |||||
Distributions to noncontrolling interests - partially owned properties | (18) | (18) | |||||
Change in fair value of interest rate swaps and other | 1,851 | 1,851 | |||||
Net income (loss) | (21,372) | (19,515) | (1,857) | ||||
Equity, Ending (in shares) at Sep. 30, 2020 | 137,540,345 | ||||||
Equity, Ending at Sep. 30, 2020 | 3,195,635 | $ 1,375 | 4,472,489 | $ (3,951) | (1,292,364) | (24,614) | 42,700 |
Equity, Ending (in shares) at Sep. 30, 2020 | 91,746 | ||||||
Equity, Beginning (in shares) at Dec. 31, 2020 | 137,540,345 | ||||||
Equity, Beginning at Dec. 31, 2020 | $ 3,156,537 | $ 1,375 | 4,472,170 | $ (3,951) | (1,332,689) | (22,777) | 42,409 |
Equity, Beginning (in shares) at Dec. 31, 2020 | 91,746 | 91,746 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | $ (354) | (354) | |||||
Amortization of restricted stock awards and vesting of restricted stock units (in shares) | 9,054 | ||||||
Amortization of restricted stock awards and vesting of restricted stock units | 5,148 | 5,148 | |||||
Vesting of restricted stock awards (in shares) | 224,647 | ||||||
Vesting of restricted stock awards | (4,469) | $ 3 | (4,472) | ||||
Distributions to common and restricted stockholders | (65,421) | (65,421) | |||||
Distributions to noncontrolling interests - partially owned properties | (1,138) | (1,138) | |||||
Change in fair value of interest rate swaps and other | 2,518 | 2,518 | |||||
Deposits to deferred compensation plan, net of withdrawals (in shares) | (10,115) | 10,115 | |||||
Deposits to deferred compensation plan, net of withdrawals | 0 | 375 | $ (375) | ||||
Net income (loss) | 15,918 | 15,618 | 300 | ||||
Equity, Ending (in shares) at Mar. 31, 2021 | 137,763,931 | ||||||
Equity, Ending at Mar. 31, 2021 | 3,108,739 | $ 1,378 | 4,472,867 | $ (4,326) | (1,382,492) | (20,259) | 41,571 |
Equity, Ending (in shares) at Mar. 31, 2021 | 101,861 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (2,031) | (2,031) | |||||
Amortization of restricted stock awards and vesting of restricted stock units (in shares) | 24,460 | ||||||
Amortization of restricted stock awards and vesting of restricted stock units | 6,481 | 6,481 | |||||
Distributions to common and restricted stockholders | (65,379) | (65,379) | |||||
Distributions to noncontrolling interests - partially owned properties | (1,189) | (1,189) | |||||
Change in fair value of interest rate swaps and other | 1,351 | 1,351 | |||||
Net proceeds from sale of common stock and other (in shares) | 788,600 | ||||||
Net proceeds from sale of common stock and other | 37,737 | $ 8 | 37,729 | ||||
Deposits to deferred compensation plan, net of withdrawals (in shares) | (9,054) | 9,054 | |||||
Deposits to deferred compensation plan, net of withdrawals | 0 | 404 | $ (404) | ||||
Net income (loss) | (11,036) | (9,402) | (1,634) | ||||
Equity, Ending (in shares) at Jun. 30, 2021 | 138,567,937 | ||||||
Equity, Ending at Jun. 30, 2021 | 3,074,673 | $ 1,386 | 4,515,450 | $ (4,730) | (1,457,273) | (18,908) | 38,748 |
Equity, Ending (in shares) at Jun. 30, 2021 | 110,915 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustments to reflect redeemable noncontrolling interests at fair value | (1,130) | (1,130) | |||||
Amortization of restricted stock awards and vesting of restricted stock units | 4,693 | 4,693 | |||||
Vesting of restricted stock awards (in shares) | 49,819 | ||||||
Vesting of restricted stock awards | (1,521) | (1,521) | |||||
Distributions to common and restricted stockholders | (65,948) | (65,948) | |||||
Distributions to noncontrolling interests - partially owned properties | (18) | (18) | |||||
Change in fair value of interest rate swaps and other | 1,672 | 1,672 | |||||
Net proceeds from sale of common stock and other (in shares) | 428,000 | ||||||
Net proceeds from sale of common stock and other | 20,741 | $ 4 | 20,737 | ||||
Deposits to deferred compensation plan, net of withdrawals (in shares) | 383 | (383) | |||||
Deposits to deferred compensation plan, net of withdrawals | 0 | (19) | $ 19 | ||||
Net income (loss) | (13,335) | (11,439) | (1,896) | ||||
Equity, Ending (in shares) at Sep. 30, 2021 | 139,046,139 | ||||||
Equity, Ending at Sep. 30, 2021 | $ 3,019,827 | $ 1,390 | $ 4,538,210 | $ (4,711) | $ (1,534,660) | $ (17,236) | $ 36,834 |
Equity, Ending (in shares) at Sep. 30, 2021 | 110,532 | 110,532 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Distributions to common and restricted stockholders and other (in dollars per share) | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net (loss) income | $ (8,427) | $ 45,215 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Gain from disposition of real estate | 0 | (48,525) |
Gain from insurance settlement | (157) | 0 |
Loss from extinguishment of debt | 0 | 4,827 |
Depreciation and amortization | 206,303 | 199,979 |
Amortization of deferred financing costs and debt premiums/discounts | 3,661 | 908 |
Share-based compensation | 16,322 | 11,929 |
Income tax provision | 1,021 | 1,133 |
Amortization of interest rate swap terminations | 1,287 | 1,287 |
Changes in operating assets and liabilities: | ||
Student contracts receivable, net | (11,098) | (8,578) |
Other assets | (25,337) | (5,997) |
Accounts payable and accrued expenses | 12,289 | (2,414) |
Other liabilities | 24,701 | 44,551 |
Net cash provided by operating activities | 220,565 | 244,315 |
Investing activities | ||
Proceeds from disposition of properties | 0 | 146,144 |
Cash paid for acquisition of land parcels | (12,219) | (10,830) |
Other investing activities | 2,302 | (4,951) |
Net cash used in investing activities | (200,336) | (169,739) |
Financing activities | ||
Proceeds from unsecured notes | 0 | 795,808 |
Proceeds from sale of common stock | 59,674 | 0 |
Offering costs | (747) | 0 |
Pay-off of mortgage loans | (74,514) | (34,219) |
Defeasance costs related to early extinguishment of debt | 0 | (4,156) |
Pay-off of unsecured notes | 0 | (400,000) |
Proceeds from revolving credit facility | 570,800 | 1,655,900 |
Paydowns of revolving credit facility | (364,900) | (1,804,900) |
Scheduled principal payments on debt | (8,860) | (10,063) |
Debt issuance costs | (7,632) | (9,614) |
Increase in ownership of consolidated subsidiary | 0 | (77,200) |
Contribution by noncontrolling interests | 0 | 5,414 |
Taxes paid on net-share settlements | (5,990) | (4,175) |
Distributions paid to common and restricted stockholders | (196,748) | (195,639) |
Distributions paid to noncontrolling interests | (3,048) | (5,103) |
Net cash used in financing activities | (31,965) | (87,947) |
Net change in cash, cash equivalents, and restricted cash | (11,736) | (13,371) |
Cash, cash equivalents, and restricted cash at beginning of period | 73,972 | 81,348 |
Cash, cash equivalents, and restricted cash at end of period | 62,236 | 67,977 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 42,073 | 44,449 |
Restricted cash | 20,163 | 23,528 |
Total cash, cash equivalents, and restricted cash at end of period | 62,236 | 67,977 |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued development costs and capital expenditures | 22,110 | 29,461 |
Change in fair value of redeemable noncontrolling interest | (3,515) | 5,816 |
Initial recognition of operating lease right of use assets | 1,559 | 0 |
Initial recognition of operating lease liabilities | 1,559 | 0 |
Supplemental disclosure of cash flow information | ||
Interest paid, net of amounts capitalized | 97,566 | 85,916 |
Owned properties | ||
Investing activities | ||
Capital expenditures | (53,236) | (46,458) |
Owned properties under development | ||
Investing activities | ||
Capital expenditures | $ (137,183) | $ (253,644) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004, and is one of the largest owners, managers, and developers of high quality student housing properties in the United States in terms of beds owned and under management. ACC is a fully integrated, self-managed, and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing, and management of student housing properties. ACC is structured as an umbrella partnership REIT (“UPREIT”) and contributes all net proceeds from its various equity offerings to American Campus Communities Operating Partnership LP (“ACCOP” or “the Operating Partnership”). In return for those contributions, ACC receives a number of units of the Operating Partnership (“OP Units”) equal to the number of common shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership. Based on the terms of ACCOP’s partnership agreement, OP Units can be exchanged for ACC’s common shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to ACC and American Campus Communities Holdings, LLC (“ACC Holdings”), the general partner of ACCOP, and the common shares issued to the public. As used in this report, unless stated otherwise or the context otherwise requires, references to “ACC,” “the Company,” “we,” “us,” or “our” mean American Campus Communities, Inc., a Maryland corporation that has elected to be treated as a REIT under the Internal Revenue Code, and its consolidated subsidiaries, including ACCOP. As of September 30, 2021, the Company’s property portfolio contained 166 properties with approximately 111,900 beds. The Company’s property portfolio consisted of 126 owned off-campus student housing properties that are in close proximity to colleges and universities, 34 American Campus Equity (“ACE ® ”) properties operated under ground/facility leases, and six on-campus participating properties (“OCPPs”) operated under ground/facility leases with the related university systems. Of the 166 properties, five of 10 phases at one property were under development as of September 30, 2021, and when completed will consist of a total of approximately 5,200 beds. The Company’s communities contain modern housing units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities. Through one of ACC’s taxable REIT subsidiaries (“TRSs”), the Company also provides construction management and development services primarily for student housing properties owned by colleges and universities, charitable foundations, and others. As of September 30, 2021, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 36 properties that represented approximately 28,800 beds. Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one year to five years. As of September 30, 2021, the Company’s total owned and third-party managed portfolio included 202 properties with approximately 140,700 beds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. The Company’s actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share and per share amounts, are stated in thousands unless otherwise indicated. Principles of Consolidation The Company’s consolidated financial statements include its accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which it has control. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which the Company is considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation using the voting interest model. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In May 2021, the Company modified its unsecured term loan credit agreement (“Term Loan”) to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s senior unsecured revolving credit facility agreement (the “Credit Facility”), which was also amended in May 2021. Refer to Note 7 for additional information regarding these modifications. As the changes to covenants and administrative items do not impact the contractual cash flows of the Term Loan, the LIBOR transition language qualifies for, and the Company elected to apply, the optional expedients in in ASC 848-20-15-2 through 15-11 which treat the amendment as a modification without additional analysis. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" January 1, 2022 ASU 2021-05 “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments” January 1, 2022 ASU 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” January 1, 2023 Recently Adopted Accounting Pronouncements In March 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Subsequently, in November 2020, the FASB issued ASU 2020-09 “Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762” which revises SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above. The amended rules permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. The amendments include requirements related to narrative and summarized financial information disclosures, as well as guidance on when the summarized financial information can be excluded by a filer. The Company adopted both rules on their effective date of January 4, 2021. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors. The Company has addressed the required disclosures herein within Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, on January 1, 2021, the Company adopted the following accounting pronouncement which did not have a material effect on the Company’s consolidated financial statements: • ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" Interim Financial Statements The accompanying interim financial statements are unaudited but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the SEC. Accordingly, they do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for the interim period have been included. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Prior Year Reclassifications The resident services revenues financial statement line item on the statements of comprehensive income has been reclassified for all periods presented to the owned properties revenues financial statement line item. Restricted Cash Restricted cash consists of funds held in trust that are invested in low risk investments, generally consisting of government backed securities, as permitted by the indentures of trusts, which were established in connection with three bond issues for the Company’s OCPPs. Additionally, restricted cash includes escrow accounts held by lenders and residents’ security deposits, as required by law in certain states. Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities. These escrow deposits are invested in interest-bearing accounts at federally insured banks. Realized and unrealized gains and losses are not material for the periods presented. Leases As Lessee The Company, as lessee, has entered into lease agreements with university systems and other third parties for the purpose of financing, constructing, and operating student housing properties. Under the terms of the ground/facility leases, the lessor may receive annual minimum rent, variable rent based upon the operating performance of the property, or a combination thereof. In the accompanying consolidated statements of comprehensive income, rent expense for ACE properties and OCPPs is included in ground/facility leases expense, and rent expense for owned off-campus properties is included in owned properties operating expenses. During the three and nine months ended September 30, 2021, the Company received rent concessions in the form of ground rent abatements at one ACE property related to the effects of the novel coronavirus disease pandemic (“COVID-19”). These concessions were recorded as a reduction to ground/facility leases expense, in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic,” issued in 2020 and are presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Ground rent abatements $ 2,289 $ 807 $ 4,990 $ 807 As Lessor The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases and have terms of 12 months or less. These student leases do not provide for variable rent payments. The Company is also a lessor under commercial leases at certain owned properties, some of which provide for variable lease payments based upon tenant performance such as a percentage of sales. The Company recognizes the base lease payments provided for under the leases on a straight-line basis over the lease term, and variable payments are recognized in the period in which the changes in facts and circumstances, on which the variable payments are based, occur. Lease income under both student and commercial leases is included in owned properties revenues and on-campus participating properties revenues in the accompanying consolidated statements of comprehensive income and is presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Student lease income $ 213,218 $ 186,561 $ 613,843 $ 594,851 Commercial lease income $ 3,433 $ 2,900 $ 9,368 $ 9,040 During the three and nine months ended September 30, 2021 and 2020, the Company provided various rent abatements and rent refunds to its tenants experiencing financial hardship due to COVID-19. These amounts were recorded as reductions to revenues in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic:” Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Abatements through the Resident Hardship Program (1) $ — $ 4,680 $ 1,036 $ 13,274 Net rent refunds through ACE university partnerships (1) (2) $ 751 $ 2,100 $ 2,811 $ 17,228 Other university reimbursements (1) (3) $ 266 $ 1,013 $ 2,527 $ 1,013 Net rent refunds through OCPP university partnerships (4) $ — $ — $ — $ 1,472 (1) Recorded as reductions to owned properties revenue. (2) Net of reimbursements received from university partners of $0.6 million and $2.6 million for three and nine months ended September 30, 2021, respectively, and $2.0 million and $2.8 million for the three and nine months ended September 30, 2020, respectively. (3) Represents reimbursements received from university partners to assist in the financial impacts of dedensification requirements. (4) Recorded as reductions to OCPP revenue. Consolidated VIEs The Company has investments in various entities that qualify as VIEs for accounting purposes and for which the Company is the primary beneficiary and therefore includes the entities in its consolidated financial statements. These VIEs include ACCOP, six joint ventures that own a total of 10 operating properties and two land parcels, and six properties owned under the on-campus participating property structure (“OCPP”). The VIE assets and liabilities consolidated within the Company's assets and liabilities are disclosed at the bottom of the accompanying consolidated balance sheets. Impairment of Long-Lived Assets Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. In the case of any impairment, the valuation would be based on Level 3 inputs. There were no impairments of the carrying values of the Company's investments in real estate as of as of September 30, 2021. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed using net income attributable to common stockholders and the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings per share reflects common shares issuable from the assumed conversion of OP Units and common share awards granted. Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share. The following potentially dilutive securities were outstanding for the three and nine months ended September 30, 2021 and 2020, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Common OP Units (Note 9) 468,475 468,475 468,475 468,475 Preferred OP Units (Note 9) 35,242 35,242 35,242 35,242 Unvested restricted stock awards (Note 10) 1,175,294 1,099,256 1,228,103 — Total potentially dilutive securities 1,679,011 1,602,973 1,731,820 503,717 The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator – basic and diluted earnings per share Net (loss) income $ (13,359) $ (21,424) $ (8,427) $ 45,215 Net loss attributable to noncontrolling interests 1,920 1,909 3,204 2,781 Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders (11,439) (19,515) (5,223) 47,996 Amount allocated to participating securities (567) (517) (1,872) (1,698) Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders $ (12,006) $ (20,032) $ (7,095) $ 46,298 Denominator Basic weighted average common shares outstanding 139,068,939 137,632,091 138,283,616 137,574,485 Unvested restricted stock awards (Note 10) — — — 1,104,228 Diluted weighted average common shares outstanding 139,068,939 137,632,091 138,283,616 138,678,713 Earnings per share Net (loss) income attributable to common stockholders - basic $ (0.09) $ (0.15) $ (0.05) $ 0.34 Net (loss) income attributable to common stockholders - diluted $ (0.09) $ (0.15) $ (0.05) $ 0.33 |
Acquisition and Joint Venture I
Acquisition and Joint Venture Investment | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Joint Venture Investment | Acquisition and Joint Venture Investment Land Acquisition In May 2021, the Company acquired a land parcel near Arizona State University for approximately $12.2 million including transaction costs. The land was purchased for the potential future development of a student housing facility. Joint Venture Transaction In August 2020, the Company entered into a joint venture arrangement with a third-party partner to develop a property located in Nashville, TN (the “Nashville Joint Venture”). The Company contributed cash and pre-development expenditures of $5.6 million in exchange for a 50% ownership interest in the Nashville Joint Venture. Additionally as part of the transaction, |
Property Dispositions
Property Dispositions | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Property Dispositions | Property Dispositions Property Disposition In March 2020, the Company sold The Varsity, an owned property located near University of Maryland in College Park, Maryland, containing 901 beds for $148.0 million, resulting in net cash proceeds of approximately $146.1 million. The net gain on this disposition totaled approximately $48.5 million. |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in Real Estate Owned Properties Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: September 30, 2021 December 31, 2020 Land $ 677,289 $ 664,879 Buildings and improvements 7,189,594 6,949,781 Furniture, fixtures, and equipment 429,335 405,843 Construction in progress 270,136 361,893 8,566,354 8,382,396 Less accumulated depreciation (1,856,826) (1,660,652) Owned properties, net $ 6,709,528 $ 6,721,744 Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred financing costs, are capitalized as construction in progress. Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $1.8 million and $2.9 million was capitalized during the three months ended September 30, 2021 and 2020, respectively. Interest totaling approximately $6.7 million and $9.5 million was capitalized during the nine months ended September 30, 2021 and 2020, respectively. On-Campus Participating Properties (OCPPs) Our OCPP segment includes six on-campus properties that are operated under long-term ground/facility leases with three university systems. Under our ground/facility leases, we receive an annual distribution representing 50% of these properties’ net cash flows, as defined in the ground/facility lease agreements. We also manage these properties under long-term management agreements and are paid management fees equal to a percentage of defined gross receipts. OCPPs consisted of the following: September 30, 2021 December 31, 2020 Buildings and improvements $ 159,116 $ 157,218 Furniture, fixtures, and equipment 15,073 14,389 174,189 171,607 Less accumulated depreciation (108,376) (102,326) On-campus participating properties, net $ 65,813 $ 69,281 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows: September 30, 2021 December 31, 2020 Debt secured by owned properties Mortgage loans payable Unpaid principal balance $ 486,579 $ 563,506 Unamortized deferred financing costs (644) (848) Unamortized debt premiums 683 1,819 Unamortized debt discounts (115) (151) 486,503 564,326 Debt secured by OCPPs Mortgage loans payable (1) 61,681 63,714 Bonds payable (1) 14,695 19,110 Unamortized deferred financing costs (536) (323) 75,840 82,501 Total secured mortgage and bond debt, net 562,343 646,827 Unsecured notes, net of unamortized OID and deferred financing costs (2) 2,378,380 2,375,603 Unsecured term loan, net of unamortized deferred financing costs (3) 199,736 199,473 Unsecured revolving credit facility 577,000 371,100 Total debt, net $ 3,717,459 $ 3,593,003 (1) The creditors of mortgage loans payable and bonds payable related to OCPPs do not have recourse to the assets of the Company. (2) Includes net unamortized original issue discount (“OID”) of $5.2 million and $5.8 million at September 30, 2021 and December 31, 2020, respectively, and net unamortized deferred financing costs of $16.4 million and $18.6 million at September 30, 2021 and December 31, 2020, respectively. (3) Includes net unamortized deferred financing costs of $0.3 million and $0.5 million at September 30, 2021 and December 31, 2020, respectively. Mortgage Loans Payable During the nine months ended September 30, 2021, the Company paid off approximately $74.5 million of fixed rate mortgage debt secured by five owned properties. In February 2021, the Company refinanced $24.0 million of OCPP mortgage debt that was scheduled to mature in 2021, which extended the maturity to February 2028. Additionally, in February 2021, the Company entered into two interest rate swap agreements to convert the refinanced mortgage loan to a fixed rate of 2.8%. Refer to Note 11 for information related to derivatives. In February 2020, the Company paid off approximately $34.2 million of fixed rate mortgage debt secured by one owned property. Unsecured Notes In June 2020, the Operating Partnership closed a $400.0 million offering of senior unsecured notes under its existing shelf registration. These 10-year notes were issued at 99.142% of par value with a coupon of 3.875% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on January 30 and July 30, with the first payment due and payable on January 30, 2021. The notes will mature on January 30, 2031. Net proceeds from the sale of the senior unsecured notes totaled approximately $391.7 million, after deducting the underwriting discount and offering expenses which will be amortized over the term of the unsecured notes. The Company used the proceeds to repay borrowings under its revolving credit facility. In January 2020, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These 10-year notes were issued at 99.81% of par value with a coupon of 2.85% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on February 1 and August 1, with the first payment due and payable on August 1, 2020. The notes will mature on February 1, 2030. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.5 million, after deducting the underwriting discount and offering expenses which will be amortized over the term of the unsecured notes. The Company used the proceeds to fund the early redemption of its $400 million 3.35% Senior Notes due October 2020. The prepayment resulted in a loss from early extinguishment of debt of approximately $4.8 million, which is included in the accompanying statements of comprehensive income for the nine months ended September 30, 2020. The following senior unsecured notes issued by the Operating Partnership were outstanding as of September 30, 2021: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 June 2019 400,000 99.704 3.300 % 3.680 % (1) 1,184 7 January 2020 400,000 99.810 2.850 % 2.872 % 760 10 June 2020 400,000 99.142 3.875 % 3.974 % 3,432 10 $ 2,400,000 $ 7,648 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 11). The notes are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined. In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of September 30, 2021, the Company was in compliance with all such covenants. Unsecured Revolving Credit Facility In May 2021, the Company closed on the renewal of its existing $1.0 billion Credit Facility which was previously scheduled to mature in March 2022. The renewed agreement contains an accordion feature that allows the Company to expand the Credit Facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Additionally, a component of the interest rate is based on the achievement of specified environmental, social, and governance (“ESG”) targets which include the achievement of diversity rates among the Company’s independent board members and employees and completion of certifications or renovations that meet certain sustainability standards. The Credit Facility matures in May 2025, and can be extended through two six-month extension options, subject to the satisfaction of certain conditions. The Credit Facility bears interest at a variable rate, at the Company’s option, based upon a base rate of one-, three-, or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group, subject to adjustment based upon the achievement of ESG targets described above. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $1.0 billion Credit Facility. As of September 30, 2021, the Credit Facility bore interest at a weighted average annual rate of 1.13% (0.08% + 0.85% spread + 0.20% facility fee), and availability under the Credit Facility totaled $423.0 million. The terms of the Credit Facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens. The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation, and amortization) to fixed charges. The financial covenants also inclu de a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of September 30, 2021, the Company was in compliance with all such covenants. Unsecured Term Loan The Company’s Term Loan totals $200 million and matures in June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. The Company is also currently party to two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan. The weighted average annual rate on the Term Loan was 2.54% (1.44% + 1.10% spread) at September 30, 2021. The terms of the Term Loan include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of September 30, 2021, the Company was in compliance with all such covenants. In May 2021, the Company modified the Term Loan to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s Credit Facility which was also amended in May 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In May 2021, the Company renewed its at-the-market share offering program (the “ATM Equity Program”) through which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $500 million. The shares that may be sold under this program include shares of common stock of the Company with an aggregate offering price of approximately $500.0 million that were not sold under the Company's previous ATM equity program that expired in May 2021. Actual sales under the program will depend on a variety of factors, including, but not limited to, market conditions, the trading price of the Company’s common stock and determinations of the appropriate sources of funding for the Company. The following table presents activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2021. There was no activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2020. Three Months Ended September 30, 2021 Nine Months Ended Total net proceeds $ 20,928 $ 58,927 Commissions paid to sales agents $ 270 $ 747 Weighted average price per share $ 49.52 $ 49.05 Shares of common stock sold 428,000 1,216,600 As of September 30, 2021, the Company had approximately $440.3 million available for issuance under its ATM Equity Program. The Company has a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) for the benefit of certain employees and members of the Company’s Board of Directors in which vested share awards (see Note 10), salary, and other cash amounts earned may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the nine months ended September 30, 2021, 28,899 and 10,113 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of September 30, 2021, 110,532 shares of ACC’s common stock were held in the Deferred Compensation Plan. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests - partially owned properties: As of September 30, 2021, the Company consolidates five joint ventures that own and operate 10 owned off-campus properties and one land parcel. The portion of net assets attributable to the third-party partners in these arrangements is classified as “noncontrolling interests - partially owned properties” within equity on the accompanying consolidated balance sheets. Redeemable noncontrolling interests - OP Units: Included in redeemable noncontrolling interests on the accompanying consolidated balance sheets are OP Units for which ACCOP is required, either by contract or securities law, to deliver registered shares of ACC’s common stock to the exchanging OP unitholder, or for which ACCOP has the intent or history of exchanging such units for cash. The units include Series A Preferred Units (“Preferred OP Units”) and Common OP Units. The value of OP Units is reported at the greater of fair value, which is based on the closing market value of the Company’s common stock at period end, or historical cost at the end of each reporting period. The OP unitholders’ share of the income or loss of the Company is included in “net income attributable to noncontrolling interests” on the consolidated statements of comprehensive income. Below is a table summarizing the activity of redeemable noncontrolling interests for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020, and September 30, 2021 and 2020: Balance, December 31, 2020 $ 24,567 Net income 67 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 354 Balance, March 31, 2021 $ 24,754 Net loss (17) Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 2,031 Balance, June 30, 2021 $ 26,534 Net loss (24) Distributions (235) Adjustments to reflect redeemable noncontrolling interests at fair value 1,130 Balance, September 30, 2021 $ 27,405 Balance, December 31, 2019 $ 104,381 Net income 311 Distributions (234) Purchase of noncontrolling interests (77,200) Adjustments to reflect redeemable noncontrolling interests at fair value (9,490) Balance, March 31, 2020 $ 17,768 Net loss (32) Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 3,410 Balance, June 30, 2020 $ 20,912 Net loss (52) Distributions (235) Adjustments to reflect redeemable noncontrolling interests at fair value 264 Balance, September 30, 2020 $ 20,889 |
Incentive Award Plan
Incentive Award Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Award Plan | Incentive Award Plan The Company has an Incentive Award Plan (the “Plan”) that provides for the grant of various stock-based incentive awards to selected employees and directors of the Company and the Company’s affiliates. The types of awards that may be granted under the Plan include incentive stock options, nonqualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), profits interest units (“PIUs”), and other stock-based awards. The Company has reserved a total 3.5 million shares of the Company’s common stock for issuance pursuant to the Plan, subject to certain adjustments for changes in the Company’s capital structure, as defined in the Plan. Restricted Stock Awards A summary of RSAs as of September 30, 2021 and activity during the nine months then ended is presented below: Number of RSAs Nonvested balance as of December 31, 2020 1,092,596 Granted 468,771 Vested (1) (415,228) Forfeited (22,557) Nonvested balance as of September 30, 2021 1,123,582 (1) Includes 140,762 shares withheld to satisfy tax obligations upon vesting. The fair value of RSAs is calculated based on the closing market value of ACC’s common stock on the date of grant. The fair value of these awards is amortized to expense over the vesting periods. Amortization expense for the three months ended September 30, 2021 and 2020 was approximately $4.7 million and $3.4 million, respectively, and $14.8 million and $10.9 million for the nine months ended September 30, 2021 and 2020, respectively. Restricted Stock Units Upon initial appointment to the Board of Directors and reelection to the Board of Directors at each annual stockholders’ meeting, each independent member of the Board of Directors is granted RSUs. On the settlement date, the Company will deliver to the recipients a number of shares of common stock or cash, as determined by the Compensation Committee of the Board of Directors, equal to the number of RSUs granted to the recipients. In addition, recipients of RSUs are entitled to dividend equivalents equal to the cash distributions paid by the Company on one share of common stock for each RSU issued, payable currently, or on the settlement date, as determined by the Compensation Committee of the Board of Directors. Upon reelection to the Board of Directors in April 2021, all members of the Company’s Board of Directors were granted RSUs in accordance with the Plan. These RSUs were valued at $170,000 for the Chair of the Board of Directors and at $122,500 for all other members. The number of RSUs granted was determined based on the fair market value of the Company’s stock on the date of grant, as defined in the Plan. All awards vested and settled immediately on the date of grant, and the Company delivered shares of common stock, as determined by the Compensation Committee of the Board of Directors. A compensation charge of approximately $1.2 million was recorded during the nine months ended September 30, 2021 related to these awards. In January 2021, the Company appointed three new members to the Board of Directors who were each granted RSUs valued at $122,500. A compensation charge of approximately $0.4 million was recorded related to these awards. A summary of RSUs as of September 30, 2021 and activity during the nine months then ended is presented below: Number of RSUs Outstanding as of December 31, 2020 — Granted 34,626 Settled in common shares (33,514) Settled in cash (1,112) Outstanding as of September 30, 2021 — |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and forward starting swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Forward starting swaps are used to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. These agreements contain provisions such that if the Company defaults on any of its indebtedness, regardless of whether the repayment of the indebtedness has been accelerated by the lender or not, then the Company could also be declared in default on its derivative obligations. As of September 30, 2021, the Company was not in default on any of its indebtedness or derivative instruments. The following table summarizes the Company’s outstanding interest rate swap contracts as of September 30, 2021, all of which have been designated as cash flow hedges and qualify for hedge accounting: Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Current Notional Amount Fair Value Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month $ 70,000 $ (3,775) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month 37,500 (445) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (1,017) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (981) Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,423 130 Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,540 131 Total $ 330,463 $ (5,957) The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2021 and December 31, 2020: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value as of Balance Sheet Location Fair Value as of Description 9/30/2021 12/31/2020 9/30/2021 12/31/2020 Interest rate swap contracts Other assets $ 261 $ — Other liabilities $ 6,218 $ 10,211 The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, Description 2021 2020 2021 2020 Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") $ (82) $ 68 $ 330 $ (11,439) Swap interest accruals reclassified to interest expense 1,323 1,351 3,924 2,484 Amortization of interest rate swap terminations (1) 431 432 1,287 1,287 Total change in OCI due to derivative financial instruments $ 1,672 $ 1,851 $ 5,541 $ (7,668) Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded $ 29,271 $ 29,056 $ 87,488 $ 84,007 (1) Represents amortization from OCI into interest expense. As of September 30, 2021, the Company estimates that $6.2 million will be reclassified from OCI to interest expense over the next twelve months. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures There have been no significant changes in the Company’s policies and valuation techniques utilized to determine fair value from what was disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020. Financial Instruments Carried at Fair Value The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. There were no Level 1 measurements for the periods presented, and the Company had no transfers between Levels 1, 2, or 3 during the periods presented. Fair Value Measurements as of September 30, 2021 December 31, 2020 Level 2 Level 3 Total Level 2 Level 3 Total Assets Derivative financial instruments $ 261 (1) $ — $ 261 $ — $ — $ — Liabilities Derivative financial instruments $ 6,218 (1) $ — $ 6,218 $ 10,211 (1) $ — $ 10,211 Mezzanine Redeemable noncontrolling interests $ 24,405 (2) $ 3,000 $ 27,405 $ 21,567 (2) $ 3,000 $ 24,567 (1) Valued using discounted cash flow analyses with observable market-based inputs of interest rate curves and option volatility, as well as credit valuation adjustments to reflect nonperformance risk. (2) Represents the OP Unit component of redeemable noncontrolling interests which is reported at the greater of the fair value of the Company’s common stock or historical cost at the balance sheet date. Represents a quoted price for a similar asset in an active market. Refer to Note 9. Financial Instruments Not Carried at Fair Value As of September 30, 2021 and December 31, 2020, the carrying values for the following instruments represent fair values due to the short maturity of the instruments: Cash and cash equivalents, Restricted cash, Student contracts receivable, certain items in Other assets (including receivables, deposits, and prepaid expenses), Accounts payable, Accrued expenses, and Other liabilities. As of September 30, 2021 and December 31, 2020, the carrying values for the following instruments represent fair values due the variable interest rate feature of the instruments: Unsecured revolving credit facility and one variable rate mortgage loan payable. The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of September 30, 2021 and December 31, 2020. There were no Level 1 or Level 3 measurements for the periods presented. September 30, 2021 December 31, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 2 Level 2 Liabilities (1) Unsecured notes $ 2,378,380 $ 2,556,755 (2) $ 2,375,603 $ 2,609,373 (2) Mortgage loans payable (fixed rate) (3) $ 546,541 $ 560,700 (4) $ 625,783 $ 656,648 (4) Bonds payable $ 14,584 $ 15,895 (5) $ 18,960 $ 20,720 (5) Unsecured term loan (fixed rate) $ 199,736 $ 201,754 (6) $ 199,473 $ 203,348 (6) (1) Carrying amounts disclosed include any applicable net unamortized OID, net unamortized deferred financing costs, and net unamortized debt premiums and discounts (see Note 7). (2) Valued using interest rate and spread assumptions that reflect current creditworthiness and market conditions available for the issuance of unsecured notes with similar terms and remaining maturities. (3) Does not include one variable rate mortgage loan with a principal balance of $1.2 million as of September 30, 2021 and $2.1 million as of December 31, 2020, respectively. (4) Valued using the present value of the cash flows at current market interest rates through maturity that primarily fall within the Level 2 category. (5) Valued using quoted prices in markets that are not active due to the unique characteristics of these financial instruments. (6) The Company is party to two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan (see Note 7). Valued using the present value of the cash flows at interpolated 1-month LIBOR swap rates through maturity that primarily fall within the Level 2 category. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Construction Contracts: As of September 30, 2021, the Company estimates additional costs to complete one owned development project under construction to be approximately $48.9 million. Contingencies Development-related Guarantees: For certain of its third-party development projects, the Company commonly provides alternate housing and project cost guarantees, subject to force majeure. These guarantees are typically limited, on an aggregate basis, to the amount of the projects’ related development fees or a contractually agreed-upon maximum exposure amount. Alternate housing guarantees generally require the Company to provide substitute living quarters and transportation for students to and from the university if the project is not complete by an agreed-upon completion date. These guarantees typically expire at the later of five days after completion of the project or once the Company has moved all students from the substitute living quarters into the project. Under project cost guarantees, the Company is responsible for the construction cost of a project in excess of an approved budget. The budget consists primarily of costs included in the general contractors’ guaranteed maximum price contract (“GMP”). In most cases, the GMP obligates the general contractor, subject to force majeure and approved change orders, to provide completion date guarantees and to cover cost overruns and liquidated damages. In order to mitigate risk due to change orders, all final development budgets also include a contingency line item. In addition, the GMP is in certain cases secured with payment and performance bonds. Project cost guarantees expire upon completion of certain developer obligations, which are normally satisfied within one year after completion of the project. The Company’s estimated maximum exposure amount under the above guarantees was approximately $4.3 million as of September 30, 2021. As of September 30, 2021, management does not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress. As a part of the development agreement with Walt Disney World ® Resort, the Company has guaranteed the completion of construction of a $614.6 million project to be delivered in phases from 2020 to 2023. As of September 30, 2021, the Company has completed construction on five phases of the 10-phase project within the targeted delivery timeline. In addition, the Company is subject to a development guarantee in the event that the substantial completion of a project phase is delayed beyond its respective targeted delivery date, except in circumstances resulting in unavoidable delays. The agreement dictates that the Company shall pay damages of $20 per bed for each day of delay for any Disney College Internship Program participant who was either scheduled to live in the delayed phase as well as any participant who was not able to participate in the program due to the lack of available housing and would have otherwise been housed in the delayed phase. Under the agreement, the maximum exposure related to the Disney project assuming all remaining beds are not delivered on their respective delivery date is approximately $0.1 million per day. The Company anticipates completing all remaining phases within the targeted delivery timeline. Conveyance to University: In August 2013, the Company entered into an agreement to convey fee interest in a parcel of land, on which one of the Company’s student housing properties resides (University Crossings), to Drexel University (the “University”). Concurrent with the land conveyance, the Company as lessee entered into a ground lease agreement with the University as lessor for an initial term of 40 years, with three 10-year extensions, at the Company’s option. The Company also agreed to convey the building and improvements to the University at an undetermined date in the future and to pay real estate transfer taxes not to exceed $2.4 million. The Company paid approximately $0.6 million in real estate transfer taxes upon the conveyance of land to the University, leaving approximately $1.8 million to be paid by the Company upon the transfer of the building and improvements. Other Guarantees: In June 2019, the Company entered into a purchase and sale agreement to buy a land parcel initially scheduled to close on or before June 30, 2021, with potential extensions at the Company’s option to June 1, 2022 or June 1, 2023. In February 2021, the Company provided notice in accordance with the purchase and sale agreement and elected to extend the scheduled close date to June 1, 2022. In connection with the execution of the agreement and the closing extension, the Company has made earnest money deposits totaling $2.4 million which are included in restricted cash on the accompanying consolidated balance sheets. As a part of the agreement, within 60 days of certain conditions not being met, the seller of the property can either terminate the agreement or exercise an option to require the Company to purchase the undeveloped land, with the Company retaining all rights to fully own, develop, and utilize the land. If the option is exercised, the Company must pay the agreed upon purchase price of $28.7 million, a commission calculated as a percentage of the sales price, and demolition costs. Pre-development expenditures: The Company incurs pre-development expenditures such as architectural fees, permits, and deposits associated with the pursuit of third-party and owned development projects. The Company bears the risk of loss of these pre-development expenditures if financing cannot be arranged or the Company is unable to obtain the required permits and authorizations for the project. As such, management periodically evaluates the status of third-party and owned projects that have not yet commenced construction and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues. As of September 30, 2021, the Company has deferred approximately $27.5 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are net of any contractual arrangements through which the Company could be reimbursed by another party. Such costs are included in other assets on the accompanying consolidated balance sheets. Litigation: The Company is subject to various claims, lawsuits, and legal proceedings, as well as other matters that have not been fully resolved and that have arisen in the ordinary course of business. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company. However, the outcome of claims, lawsuits, and legal proceedings brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, the ultimate results of these matters cannot be predicted with certainty. Litigation Settlement: In June 2021, the Company entered into a Joint Stipulation and Settlement Agreement to end all outstanding litigation brought by an alleged class of certain current and former California-based employees alleging violations of statutory labor laws and regulations by the Company. The agreement is subject to final court approval. The Company agreed to pay an aggregate of $2.0 million to the plaintiffs, plus a portion of payroll taxes on the wage portion on the plaintiffs’ payment, in consideration of the settlement when the settlement agreement is formally approved by the court. The parties agreed the settlement was intended solely as a compromise of disputed claims and was not to be understood as a concession or determination that the Company has engaged in any wrongdoing. During the quarter ended March 31, 2021, when management and legal counsel deemed it probable that a material loss exposure existed in relation to these matters, the Company recorded litigation expense of $1.2 million based on legal counsel’s estimate of potential exposure. During the three months ended June 30, 2021, the Company recorded an additional $0.8 million in litigation expense to reflect the final amount owed under the settlement agreement, which is reflected in general and administrative expenses in the accompanying consolidated statements of operations. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company defines business segments by their distinct customer base and service provided. The Company has identified four reportable segments: Owned Properties, On-Campus Participating Properties, Development Services, and Property Management Services. Management evaluates each segment’s performance based on operating income before depreciation, amortization, and minority interests. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Owned Properties Rental revenues and other income $ 219,413 $ 192,332 $ 637,480 $ 602,631 Interest income 294 115 682 347 Total revenues from external customers 219,707 192,447 638,162 602,978 Operating expenses before depreciation, amortization, and ground/facility lease expense (117,176) (106,518) (306,870) (284,741) Ground/facility lease expense (4,541) (2,553) (10,511) (8,401) Interest expense, net (1) (3,113) (3,594) (9,242) (9,697) Operating income before depreciation and amortization $ 94,877 $ 79,782 $ 311,539 $ 300,139 Depreciation and amortization $ (66,777) $ (64,628) $ (198,099) $ (191,382) Capital expenditures $ 60,411 $ 118,270 $ 190,419 $ 300,102 On-Campus Participating Properties Rental revenues and other income $ 6,067 $ 5,386 $ 20,246 $ 20,196 Interest income 4 2 12 28 Total revenues from external customers 6,071 5,388 20,258 20,224 Operating expenses before depreciation, amortization, and ground/facility lease expense (4,120) (3,783) (10,689) (10,357) Ground/facility lease expense (961) (518) (1,634) (1,632) Interest expense, net (1) (867) (854) (2,678) (3,169) Operating income before depreciation and amortization $ 123 $ 233 $ 5,257 $ 5,066 Depreciation and amortization $ (1,969) $ (1,883) $ (6,050) $ (5,965) Capital expenditures $ 1,797 $ 765 $ 2,582 $ 1,931 Development Services Development and construction management fees $ 938 $ 2,186 $ 3,763 $ 5,531 Operating expenses (2,420) (2,094) (6,815) (6,699) Operating (loss) income before depreciation and amortization $ (1,482) $ 92 $ (3,052) $ (1,168) Property Management Services Property management fees from external customers $ 2,459 $ 2,771 $ 8,631 $ 9,268 Operating expenses (2,570) (2,967) (8,562) (9,546) Operating (loss) income before depreciation and amortization $ (111) $ (196) $ 69 $ (278) Reconciliations Total segment revenues and other income $ 229,175 $ 202,792 $ 670,814 $ 638,001 Unallocated interest income earned on investments and corporate cash 89 738 265 2,201 Total consolidated revenues, including interest income $ 229,264 $ 203,530 $ 671,079 $ 640,202 Segment income before depreciation and amortization $ 93,407 $ 79,911 $ 313,813 $ 303,759 Segment depreciation and amortization (68,746) (66,511) (204,149) (197,347) Corporate depreciation (699) (858) (2,154) (2,632) Net unallocated expenses relating to corporate interest and overhead (35,511) (32,508) (110,866) (97,503) Gain from disposition of real estate — — — 48,525 Other nonoperating income — 264 157 264 Amortization of deferred financing costs (1,470) (1,349) (4,207) (3,891) Loss from extinguishment of debt — — — (4,827) Income tax provision (340) (373) (1,021) (1,133) Net (loss) income $ (13,359) $ (21,424) $ (8,427) $ 45,215 (1) Net of capitalized interest and amortization of debt premiums and discounts. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions : On November 3, 2021, the Board of Directors of the Company declared a distribution per share of $0.47, which will be paid on November 26, 2021 to all common stockholders of record as of November 15, 2021. At the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units. October 2021 Bond Offering: In October 2021, the Operating Partnership closed a $400 million offering of senior unsecured notes under its existing shelf registration. These seven-year notes were issued at 99.928% of par value with a coupon of 2.250% and are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually on January 15 and July 15, with the first payment due and payable on January 15, 2022. The notes will mature on January 15, 2029. Net proceeds from the sale of the senior unsecured notes totaled approximately $394.4 million. The Company used the proceeds to repay borrowings under its Credit Facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of EstimatesThe accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. The Company’s actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share and per share amounts, are stated in thousands unless otherwise indicated. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include its accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which it has control. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which the Company is considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation using the voting interest model. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In May 2021, the Company modified its unsecured term loan credit agreement (“Term Loan”) to include LIBOR transition language and to conform the covenants and various administrative items from the agreement to those in the Company’s senior unsecured revolving credit facility agreement (the “Credit Facility”), which was also amended in May 2021. Refer to Note 7 for additional information regarding these modifications. As the changes to covenants and administrative items do not impact the contractual cash flows of the Term Loan, the LIBOR transition language qualifies for, and the Company elected to apply, the optional expedients in in ASC 848-20-15-2 through 15-11 which treat the amendment as a modification without additional analysis. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements: Accounting Standards Update Effective Date ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" January 1, 2022 ASU 2021-05 “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments” January 1, 2022 ASU 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” January 1, 2023 Recently Adopted Accounting Pronouncements In March 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Subsequently, in November 2020, the FASB issued ASU 2020-09 “Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762” which revises SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above. The amended rules permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. The amendments include requirements related to narrative and summarized financial information disclosures, as well as guidance on when the summarized financial information can be excluded by a filer. The Company adopted both rules on their effective date of January 4, 2021. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors. The Company has addressed the required disclosures herein within Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, on January 1, 2021, the Company adopted the following accounting pronouncement which did not have a material effect on the Company’s consolidated financial statements: • ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" |
Interim Financial Statements and Prior Year Reclassifications | Interim Financial Statements The accompanying interim financial statements are unaudited but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the SEC. Accordingly, they do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for the interim period have been included. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Prior Year Reclassifications The resident services revenues financial statement line item on the statements of comprehensive income has been reclassified for all periods presented to the owned properties revenues financial statement line item. |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in trust that are invested in low risk investments, generally consisting of government backed securities, as permitted by the indentures of trusts, which were established in connection with three bond issues for the Company’s OCPPs. Additionally, restricted cash includes escrow accounts held by lenders and residents’ security deposits, as required by law in certain states. Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities. These escrow deposits are invested in interest-bearing accounts at federally insured banks. Realized and unrealized gains and losses are not material for the periods presented. |
Leases | Leases As Lessee The Company, as lessee, has entered into lease agreements with university systems and other third parties for the purpose of financing, constructing, and operating student housing properties. Under the terms of the ground/facility leases, the lessor may receive annual minimum rent, variable rent based upon the operating performance of the property, or a combination thereof. In the accompanying consolidated statements of comprehensive income, rent expense for ACE properties and OCPPs is included in ground/facility leases expense, and rent expense for owned off-campus properties is included in owned properties operating expenses. During the three and nine months ended September 30, 2021, the Company received rent concessions in the form of ground rent abatements at one ACE property related to the effects of the novel coronavirus disease pandemic (“COVID-19”). These concessions were recorded as a reduction to ground/facility leases expense, in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic,” issued in 2020 and are presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Ground rent abatements $ 2,289 $ 807 $ 4,990 $ 807 As Lessor The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases and have terms of 12 months or less. These student leases do not provide for variable rent payments. The Company is also a lessor under commercial leases at certain owned properties, some of which provide for variable lease payments based upon tenant performance such as a percentage of sales. |
Consolidated VIEs | Consolidated VIEsThe Company has investments in various entities that qualify as VIEs for accounting purposes and for which the Company is the primary beneficiary and therefore includes the entities in its consolidated financial statements. These VIEs include ACCOP, six joint ventures that own a total of 10 operating properties and two land parcels, and six properties owned under the on-campus participating property structure (“OCPP”). The VIE assets and liabilities consolidated within the Company's assets and liabilities are disclosed at the bottom of the accompanying consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. In the case of any impairment, the valuation would be based on Level 3 inputs. There were no impairments of the carrying values of the Company's investments in real estate as of as of September 30, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of rent concessions, CARES act | These concessions were recorded as a reduction to ground/facility leases expense, in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic,” issued in 2020 and are presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Ground rent abatements $ 2,289 $ 807 $ 4,990 $ 807 |
Schedule of lease income | Lease income under both student and commercial leases is included in owned properties revenues and on-campus participating properties revenues in the accompanying consolidated statements of comprehensive income and is presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Student lease income $ 213,218 $ 186,561 $ 613,843 $ 594,851 Commercial lease income $ 3,433 $ 2,900 $ 9,368 $ 9,040 |
Schedule of rent abatements and net refunds | During the three and nine months ended September 30, 2021 and 2020, the Company provided various rent abatements and rent refunds to its tenants experiencing financial hardship due to COVID-19. These amounts were recorded as reductions to revenues in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic:” Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Abatements through the Resident Hardship Program (1) $ — $ 4,680 $ 1,036 $ 13,274 Net rent refunds through ACE university partnerships (1) (2) $ 751 $ 2,100 $ 2,811 $ 17,228 Other university reimbursements (1) (3) $ 266 $ 1,013 $ 2,527 $ 1,013 Net rent refunds through OCPP university partnerships (4) $ — $ — $ — $ 1,472 (1) Recorded as reductions to owned properties revenue. (2) Net of reimbursements received from university partners of $0.6 million and $2.6 million for three and nine months ended September 30, 2021, respectively, and $2.0 million and $2.8 million for the three and nine months ended September 30, 2020, respectively. (3) Represents reimbursements received from university partners to assist in the financial impacts of dedensification requirements. (4) Recorded as reductions to OCPP revenue. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities not included in calculating diluted earnings per share | The following potentially dilutive securities were outstanding for the three and nine months ended September 30, 2021 and 2020, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Common OP Units (Note 9) 468,475 468,475 468,475 468,475 Preferred OP Units (Note 9) 35,242 35,242 35,242 35,242 Unvested restricted stock awards (Note 10) 1,175,294 1,099,256 1,228,103 — Total potentially dilutive securities 1,679,011 1,602,973 1,731,820 503,717 |
Schedule of summary of elements used in calculating basic and diluted earnings per share | The following is a summary of the elements used in calculating basic and diluted earnings per share: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator – basic and diluted earnings per share Net (loss) income $ (13,359) $ (21,424) $ (8,427) $ 45,215 Net loss attributable to noncontrolling interests 1,920 1,909 3,204 2,781 Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders (11,439) (19,515) (5,223) 47,996 Amount allocated to participating securities (567) (517) (1,872) (1,698) Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders $ (12,006) $ (20,032) $ (7,095) $ 46,298 Denominator Basic weighted average common shares outstanding 139,068,939 137,632,091 138,283,616 137,574,485 Unvested restricted stock awards (Note 10) — — — 1,104,228 Diluted weighted average common shares outstanding 139,068,939 137,632,091 138,283,616 138,678,713 Earnings per share Net (loss) income attributable to common stockholders - basic $ (0.09) $ (0.15) $ (0.05) $ 0.34 Net (loss) income attributable to common stockholders - diluted $ (0.09) $ (0.15) $ (0.05) $ 0.33 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Schedule of real estate properties | Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following: September 30, 2021 December 31, 2020 Land $ 677,289 $ 664,879 Buildings and improvements 7,189,594 6,949,781 Furniture, fixtures, and equipment 429,335 405,843 Construction in progress 270,136 361,893 8,566,354 8,382,396 Less accumulated depreciation (1,856,826) (1,660,652) Owned properties, net $ 6,709,528 $ 6,721,744 OCPPs consisted of the following: September 30, 2021 December 31, 2020 Buildings and improvements $ 159,116 $ 157,218 Furniture, fixtures, and equipment 15,073 14,389 174,189 171,607 Less accumulated depreciation (108,376) (102,326) On-campus participating properties, net $ 65,813 $ 69,281 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 Debt secured by owned properties Mortgage loans payable Unpaid principal balance $ 486,579 $ 563,506 Unamortized deferred financing costs (644) (848) Unamortized debt premiums 683 1,819 Unamortized debt discounts (115) (151) 486,503 564,326 Debt secured by OCPPs Mortgage loans payable (1) 61,681 63,714 Bonds payable (1) 14,695 19,110 Unamortized deferred financing costs (536) (323) 75,840 82,501 Total secured mortgage and bond debt, net 562,343 646,827 Unsecured notes, net of unamortized OID and deferred financing costs (2) 2,378,380 2,375,603 Unsecured term loan, net of unamortized deferred financing costs (3) 199,736 199,473 Unsecured revolving credit facility 577,000 371,100 Total debt, net $ 3,717,459 $ 3,593,003 (1) The creditors of mortgage loans payable and bonds payable related to OCPPs do not have recourse to the assets of the Company. (2) Includes net unamortized original issue discount (“OID”) of $5.2 million and $5.8 million at September 30, 2021 and December 31, 2020, respectively, and net unamortized deferred financing costs of $16.4 million and $18.6 million at September 30, 2021 and December 31, 2020, respectively. (3) Includes net unamortized deferred financing costs of $0.3 million and $0.5 million at September 30, 2021 and December 31, 2020, respectively. The following senior unsecured notes issued by the Operating Partnership were outstanding as of September 30, 2021: Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years) April 2013 $ 400,000 99.659 3.750 % 3.791 % $ 1,364 10 June 2014 400,000 99.861 4.125 % 4.269 % (1) 556 10 October 2017 400,000 99.912 3.625 % 3.635 % 352 10 June 2019 400,000 99.704 3.300 % 3.680 % (1) 1,184 7 January 2020 400,000 99.810 2.850 % 2.872 % 760 10 June 2020 400,000 99.142 3.875 % 3.974 % 3,432 10 $ 2,400,000 $ 7,648 (1) The yield includes the effect of the amortization of interest rate swap terminations (see Note 11). |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of activity under ATM equity program | The following table presents activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2021. There was no activity under the Company’s ATM Equity Program during the three and nine months ended September 30, 2020. Three Months Ended September 30, 2021 Nine Months Ended Total net proceeds $ 20,928 $ 58,927 Commissions paid to sales agents $ 270 $ 747 Weighted average price per share $ 49.52 $ 49.05 Shares of common stock sold 428,000 1,216,600 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of summarized activity of redeemable limited partners | Below is a table summarizing the activity of redeemable noncontrolling interests for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020, and September 30, 2021 and 2020: Balance, December 31, 2020 $ 24,567 Net income 67 Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 354 Balance, March 31, 2021 $ 24,754 Net loss (17) Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 2,031 Balance, June 30, 2021 $ 26,534 Net loss (24) Distributions (235) Adjustments to reflect redeemable noncontrolling interests at fair value 1,130 Balance, September 30, 2021 $ 27,405 Balance, December 31, 2019 $ 104,381 Net income 311 Distributions (234) Purchase of noncontrolling interests (77,200) Adjustments to reflect redeemable noncontrolling interests at fair value (9,490) Balance, March 31, 2020 $ 17,768 Net loss (32) Distributions (234) Adjustments to reflect redeemable noncontrolling interests at fair value 3,410 Balance, June 30, 2020 $ 20,912 Net loss (52) Distributions (235) Adjustments to reflect redeemable noncontrolling interests at fair value 264 Balance, September 30, 2020 $ 20,889 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of restricted stock units and awards | A summary of RSAs as of September 30, 2021 and activity during the nine months then ended is presented below: Number of RSAs Nonvested balance as of December 31, 2020 1,092,596 Granted 468,771 Vested (1) (415,228) Forfeited (22,557) Nonvested balance as of September 30, 2021 1,123,582 (1) Includes 140,762 shares withheld to satisfy tax obligations upon vesting. A summary of RSUs as of September 30, 2021 and activity during the nine months then ended is presented below: Number of RSUs Outstanding as of December 31, 2020 — Granted 34,626 Settled in common shares (33,514) Settled in cash (1,112) Outstanding as of September 30, 2021 — |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of summary of outstanding interest rate swap contracts | The following table summarizes the Company’s outstanding interest rate swap contracts as of September 30, 2021, all of which have been designated as cash flow hedges and qualify for hedge accounting: Hedged Debt Instrument Effective Date Maturity Date Pay Fixed Rate Receive Floating Current Notional Amount Fair Value Park Point mortgage loan Feb 1, 2019 Jan 16, 2024 2.7475% LIBOR - 1 month $ 70,000 $ (3,775) College Park mortgage loan Oct 16, 2019 Oct 16, 2022 1.2570% LIBOR - 1 month 37,500 (445) Unsecured term loan Nov 4, 2019 Jun 27, 2022 1.4685% LIBOR - 1 month 100,000 (1,017) Unsecured term loan Dec 2, 2019 Jun 27, 2022 1.4203% LIBOR - 1 month 100,000 (981) Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,423 130 Cullen Oaks mortgage loan Feb 16, 2021 Feb 15, 2028 0.7850% LIBOR - 1 month 11,540 131 Total $ 330,463 $ (5,957) |
Schedule of fair value of derivative financial instruments and classification on consolidated balance sheet | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2021 and December 31, 2020: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value as of Balance Sheet Location Fair Value as of Description 9/30/2021 12/31/2020 9/30/2021 12/31/2020 Interest rate swap contracts Other assets $ 261 $ — Other liabilities $ 6,218 $ 10,211 |
Schedule of effect of derivative financial instruments on the income statement | The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, Description 2021 2020 2021 2020 Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") $ (82) $ 68 $ 330 $ (11,439) Swap interest accruals reclassified to interest expense 1,323 1,351 3,924 2,484 Amortization of interest rate swap terminations (1) 431 432 1,287 1,287 Total change in OCI due to derivative financial instruments $ 1,672 $ 1,851 $ 5,541 $ (7,668) Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded $ 29,271 $ 29,056 $ 87,488 $ 84,007 (1) Represents amortization from OCI into interest expense. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value | The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. There were no Level 1 measurements for the periods presented, and the Company had no transfers between Levels 1, 2, or 3 during the periods presented. Fair Value Measurements as of September 30, 2021 December 31, 2020 Level 2 Level 3 Total Level 2 Level 3 Total Assets Derivative financial instruments $ 261 (1) $ — $ 261 $ — $ — $ — Liabilities Derivative financial instruments $ 6,218 (1) $ — $ 6,218 $ 10,211 (1) $ — $ 10,211 Mezzanine Redeemable noncontrolling interests $ 24,405 (2) $ 3,000 $ 27,405 $ 21,567 (2) $ 3,000 $ 24,567 (1) Valued using discounted cash flow analyses with observable market-based inputs of interest rate curves and option volatility, as well as credit valuation adjustments to reflect nonperformance risk. (2) Represents the OP Unit component of redeemable noncontrolling interests which is reported at the greater of the fair value of the Company’s common stock or historical cost at the balance sheet date. Represents a quoted price for a similar asset in an active market. Refer to Note 9. |
Schedule of estimated fair value and related carrying amounts of mortgage loans and bonds payable | The table below contains the estimated fair value and related carrying amounts for the Company’s other financial instruments as of September 30, 2021 and December 31, 2020. There were no Level 1 or Level 3 measurements for the periods presented. September 30, 2021 December 31, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 2 Level 2 Liabilities (1) Unsecured notes $ 2,378,380 $ 2,556,755 (2) $ 2,375,603 $ 2,609,373 (2) Mortgage loans payable (fixed rate) (3) $ 546,541 $ 560,700 (4) $ 625,783 $ 656,648 (4) Bonds payable $ 14,584 $ 15,895 (5) $ 18,960 $ 20,720 (5) Unsecured term loan (fixed rate) $ 199,736 $ 201,754 (6) $ 199,473 $ 203,348 (6) (1) Carrying amounts disclosed include any applicable net unamortized OID, net unamortized deferred financing costs, and net unamortized debt premiums and discounts (see Note 7). (2) Valued using interest rate and spread assumptions that reflect current creditworthiness and market conditions available for the issuance of unsecured notes with similar terms and remaining maturities. (3) Does not include one variable rate mortgage loan with a principal balance of $1.2 million as of September 30, 2021 and $2.1 million as of December 31, 2020, respectively. (4) Valued using the present value of the cash flows at current market interest rates through maturity that primarily fall within the Level 2 category. (5) Valued using quoted prices in markets that are not active due to the unique characteristics of these financial instruments. (6) The Company is party to two interest rate swap contracts to hedge the variable rate cash flows associated with the LIBOR-based interest payments on the Term Loan (see Note 7). Valued using the present value of the cash flows at interpolated 1-month LIBOR swap rates through maturity that primarily fall within the Level 2 category. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The Company defines business segments by their distinct customer base and service provided. The Company has identified four reportable segments: Owned Properties, On-Campus Participating Properties, Development Services, and Property Management Services. Management evaluates each segment’s performance based on operating income before depreciation, amortization, and minority interests. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Owned Properties Rental revenues and other income $ 219,413 $ 192,332 $ 637,480 $ 602,631 Interest income 294 115 682 347 Total revenues from external customers 219,707 192,447 638,162 602,978 Operating expenses before depreciation, amortization, and ground/facility lease expense (117,176) (106,518) (306,870) (284,741) Ground/facility lease expense (4,541) (2,553) (10,511) (8,401) Interest expense, net (1) (3,113) (3,594) (9,242) (9,697) Operating income before depreciation and amortization $ 94,877 $ 79,782 $ 311,539 $ 300,139 Depreciation and amortization $ (66,777) $ (64,628) $ (198,099) $ (191,382) Capital expenditures $ 60,411 $ 118,270 $ 190,419 $ 300,102 On-Campus Participating Properties Rental revenues and other income $ 6,067 $ 5,386 $ 20,246 $ 20,196 Interest income 4 2 12 28 Total revenues from external customers 6,071 5,388 20,258 20,224 Operating expenses before depreciation, amortization, and ground/facility lease expense (4,120) (3,783) (10,689) (10,357) Ground/facility lease expense (961) (518) (1,634) (1,632) Interest expense, net (1) (867) (854) (2,678) (3,169) Operating income before depreciation and amortization $ 123 $ 233 $ 5,257 $ 5,066 Depreciation and amortization $ (1,969) $ (1,883) $ (6,050) $ (5,965) Capital expenditures $ 1,797 $ 765 $ 2,582 $ 1,931 Development Services Development and construction management fees $ 938 $ 2,186 $ 3,763 $ 5,531 Operating expenses (2,420) (2,094) (6,815) (6,699) Operating (loss) income before depreciation and amortization $ (1,482) $ 92 $ (3,052) $ (1,168) Property Management Services Property management fees from external customers $ 2,459 $ 2,771 $ 8,631 $ 9,268 Operating expenses (2,570) (2,967) (8,562) (9,546) Operating (loss) income before depreciation and amortization $ (111) $ (196) $ 69 $ (278) Reconciliations Total segment revenues and other income $ 229,175 $ 202,792 $ 670,814 $ 638,001 Unallocated interest income earned on investments and corporate cash 89 738 265 2,201 Total consolidated revenues, including interest income $ 229,264 $ 203,530 $ 671,079 $ 640,202 Segment income before depreciation and amortization $ 93,407 $ 79,911 $ 313,813 $ 303,759 Segment depreciation and amortization (68,746) (66,511) (204,149) (197,347) Corporate depreciation (699) (858) (2,154) (2,632) Net unallocated expenses relating to corporate interest and overhead (35,511) (32,508) (110,866) (97,503) Gain from disposition of real estate — — — 48,525 Other nonoperating income — 264 157 264 Amortization of deferred financing costs (1,470) (1,349) (4,207) (3,891) Loss from extinguishment of debt — — — (4,827) Income tax provision (340) (373) (1,021) (1,133) Net (loss) income $ (13,359) $ (21,424) $ (8,427) $ 45,215 (1) Net of capitalized interest and amortization of debt premiums and discounts. |
Organization and Description _2
Organization and Description of Business (Details) | 9 Months Ended |
Sep. 30, 2021phasebedproperty | |
Real Estate Properties [Line Items] | |
Number of properties | 166 |
Number of beds | bed | 111,900 |
Minimum | |
Real Estate Properties [Line Items] | |
Management and Leasing Services, initial term of contract | 1 year |
Maximum | |
Real Estate Properties [Line Items] | |
Management and Leasing Services, initial term of contract | 5 years |
Management And Leasing Services | |
Real Estate Properties [Line Items] | |
Number of properties | 36 |
Number of beds | bed | 28,800 |
Owned and Third-Party Managed Portfolio | |
Real Estate Properties [Line Items] | |
Number of properties | 202 |
Number of beds | bed | 140,700 |
Off Campus Properties | Owned properties | |
Real Estate Properties [Line Items] | |
Number of properties | 126 |
American Campus Equity | Owned properties | |
Real Estate Properties [Line Items] | |
Number of properties | 34 |
On-campus participating properties | |
Real Estate Properties [Line Items] | |
Number of properties | 6 |
Under Development | Owned properties | |
Real Estate Properties [Line Items] | |
Number of beds | bed | 5,200 |
Number of phases under construction | phase | 5 |
Number of total construction phases | phase | 10 |
Number of properties under development | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)propertyjointVenture | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)propertyjointVenturelandParcel | Sep. 30, 2020USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Ground rent abatements | $ 2,289 | $ 807 | $ 4,990 | $ 807 |
Other university reimbursements | $ 266 | 1,013 | $ 2,527 | 1,013 |
Number of properties | property | 166 | 166 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Significant Accounting Policies [Line Items] | ||||
Number of third-party joint venture partners (entities) | jointVenture | 6 | 6 | ||
Number of properties | property | 10 | 10 | ||
Number of land parcels | landParcel | 2 | |||
On-Campus Participating Properties | ||||
Significant Accounting Policies [Line Items] | ||||
Lease income | $ 6,067 | 5,386 | $ 20,246 | 20,196 |
Net rent refunds | $ 0 | 0 | $ 0 | 1,472 |
Number of properties | property | 6 | 6 | ||
On-Campus Participating Properties | Variable Interest Entity, Primary Beneficiary | ||||
Significant Accounting Policies [Line Items] | ||||
Number of properties | property | 6 | 6 | ||
Ace Properties | ||||
Significant Accounting Policies [Line Items] | ||||
Net rent refunds | $ 751 | 2,100 | $ 2,811 | 17,228 |
Rent reimbursements | 600 | 2,000 | 2,600 | 2,800 |
Student Lease Property | ||||
Significant Accounting Policies [Line Items] | ||||
Lease income | 213,218 | 186,561 | 613,843 | 594,851 |
Commercial Lease Property | ||||
Significant Accounting Policies [Line Items] | ||||
Lease income | 3,433 | 2,900 | 9,368 | 9,040 |
Student Lease Property, Resident Hardship Program | ||||
Significant Accounting Policies [Line Items] | ||||
Abatements through resident hardship program | $ 0 | $ 4,680 | $ 1,036 | $ 13,274 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities Not Included in Calculating Diluted Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 1,679,011 | 1,602,973 | 1,731,820 | 503,717 |
Common OP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 468,475 | 468,475 | 468,475 | 468,475 |
Preferred OP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 35,242 | 35,242 | 35,242 | 35,242 |
Unvested restricted awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities (in shares) | 1,175,294 | 1,099,256 | 1,228,103 | 0 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Elements Used in Calculating Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator – basic and diluted earnings per share: | ||||
Net (loss) income | $ (13,359) | $ (21,424) | $ (8,427) | $ 45,215 |
Net loss attributable to noncontrolling interests | 1,920 | 1,909 | 3,204 | 2,781 |
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders | (11,439) | (19,515) | (5,223) | 47,996 |
Amount allocated to participating securities | (567) | (517) | (1,872) | (1,698) |
Net (loss) income | $ (12,006) | $ (20,032) | $ (7,095) | $ 46,298 |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 139,068,939 | 137,632,091 | 138,283,616 | 137,574,485 |
Diluted weighted average common shares outstanding (in shares) | 139,068,939 | 137,632,091 | 138,283,616 | 138,678,713 |
Earnings per share: | ||||
Net (loss) income attributable to common stockholders - basic (in dollars per share) | $ (0.09) | $ (0.15) | $ (0.05) | $ 0.34 |
Net (loss) income attributable to common stockholders - diluted (in dollars per share) | $ (0.09) | $ (0.15) | $ (0.05) | $ 0.33 |
Unvested restricted stock awards | ||||
Denominator: | ||||
Unvested restricted stock awards (in shares) | 0 | 0 | 0 | 1,104,228 |
Acquisition and Joint Venture_2
Acquisition and Joint Venture Investment (Details) - USD ($) $ in Millions | 1 Months Ended | ||
May 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | |
Variable Interest Entity, Primary Beneficiary | Nashville Joint Venture | |||
Asset Acquisition [Line Items] | |||
Limited partner ownership interest (percent) | 50.00% | ||
Variable Interest Entity, Primary Beneficiary | Nashville Joint Venture | |||
Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | $ 5.6 | ||
Variable Interest Entity, Primary Beneficiary | Nashville Joint Venture | Notes Receivable | |||
Asset Acquisition [Line Items] | |||
Note receivable | $ 5.4 | ||
Note receivable, term | 2 years | ||
Note receivable, annual interest rate | 6.50% | ||
Variable Interest Entity, Not Primary Beneficiary | Nashville Joint Venture | |||
Asset Acquisition [Line Items] | |||
Limited partner ownership interest (percent) | 50.00% | ||
Variable Interest Entity, Not Primary Beneficiary | Nashville Joint Venture | |||
Asset Acquisition [Line Items] | |||
Asset acquisitions, consideration transferred, noncash | $ 0.7 | ||
Land | |||
Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred including transaction costs | $ 12.2 | ||
Land | Variable Interest Entity, Primary Beneficiary | Nashville Joint Venture | |||
Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | $ 11.3 |
Property Dispositions (Details)
Property Dispositions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020USD ($)bed | Sep. 30, 2021USD ($)bed | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)bed | Sep. 30, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of beds | bed | 111,900 | 111,900 | |||
Gain from disposition of real estate | $ 0 | $ 0 | $ 0 | $ 48,525 | |
The Varsity | Owned properties | Disposal Group, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of beds | bed | 901 | ||||
Purchase price of property | $ 148,000 | ||||
Net proceeds | 146,100 | ||||
Gain from disposition of real estate | $ 48,500 |
Investments in Real Estate (Det
Investments in Real Estate (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)universitySystemproperty | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)universitySystemproperty | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Real Estate Properties [Line Items] | |||||
Properties, net | $ 6,775,341 | $ 6,775,341 | $ 6,791,025 | ||
Interest costs capitalized | $ 1,800 | $ 2,900 | $ 6,700 | $ 9,500 | |
Number of properties | property | 166 | 166 | |||
Owned properties | |||||
Real Estate Properties [Line Items] | |||||
Land | $ 677,289 | $ 677,289 | 664,879 | ||
Buildings and improvements | 7,189,594 | 7,189,594 | 6,949,781 | ||
Furniture, fixtures and equipment | 429,335 | 429,335 | 405,843 | ||
Construction in progress | 270,136 | 270,136 | 361,893 | ||
Real estate properties gross | 8,566,354 | 8,566,354 | 8,382,396 | ||
Less accumulated depreciation | (1,856,826) | (1,856,826) | (1,660,652) | ||
Properties, net | 6,709,528 | 6,709,528 | 6,721,744 | ||
On-campus participating properties | |||||
Real Estate Properties [Line Items] | |||||
Buildings and improvements | 159,116 | 159,116 | 157,218 | ||
Furniture, fixtures and equipment | 15,073 | 15,073 | 14,389 | ||
Real estate properties gross | 174,189 | 174,189 | 171,607 | ||
Less accumulated depreciation | (108,376) | (108,376) | (102,326) | ||
Properties, net | $ 65,813 | $ 65,813 | $ 69,281 | ||
Number of properties | property | 6 | 6 | |||
Number of systems | universitySystem | 3 | 3 | |||
Lessor, percentage of net cash flow receivable per agreement | 50.00% |
Debt - Summary of Outstanding C
Debt - Summary of Outstanding Consolidated Indebtedness, Including Unamortized Debt Premiums and Discounts (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Secured mortgage and bond debt, net | $ 562,343 | $ 646,827 |
Total debt, net | 3,717,459 | 3,593,003 |
Owned properties, net | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 486,579 | 563,506 |
Unamortized deferred financing costs | (644) | (848) |
Unamortized debt premiums | 683 | 1,819 |
Unamortized debt discounts | (115) | (151) |
Secured mortgage and bond debt, net | 486,503 | 564,326 |
On-Campus Participating Properties | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | (536) | (323) |
Total debt, net | 75,840 | 82,501 |
On-Campus Participating Properties | Mortgage loans payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 61,681 | 63,714 |
On-Campus Participating Properties | Bonds payable | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 14,695 | 19,110 |
Unsecured notes, net | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 2,378,380 | 2,375,603 |
Term loan | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 199,736 | 199,473 |
Unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 577,000 | $ 371,100 |
Debt Summary of Outstanding Con
Debt Summary of Outstanding Consolidated Indebtedness, Including Unamortized Debt Premiums and Discounts, Other Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Unsecured notes, net | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Net unamortized original issue discount | $ 5.2 | $ 5.8 |
Unamortized deferred financing costs | 16.4 | 18.6 |
Term loan | Term loan | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 0.3 | $ 0.5 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May 31, 2021USD ($) | Jun. 30, 2020USD ($) | Feb. 29, 2020USD ($)property | Jan. 31, 2020USD ($) | Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Feb. 28, 2021USD ($)instrument | |
Debt Instrument [Line Items] | |||||||||
Pay-off of mortgage loans | $ 74,514,000 | $ 34,219,000 | |||||||
Number of properties | property | 166 | 166 | |||||||
Proceeds from unsecured notes | $ 0 | 795,808,000 | |||||||
Repayments of unsecured debt | 0 | 400,000,000 | |||||||
Loss from extinguishment of debt | $ 0 | $ 0 | $ 0 | 4,827,000 | |||||
Interest rate swap contracts | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of derivative instruments | instrument | 2 | ||||||||
Credit agreement | Unsecured revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Coupon percentage | 0.08% | 0.08% | |||||||
Line of credit, required unused commitment fee percentage per annum | 0.20% | ||||||||
Weighted average annual interest rate | 1.13% | 1.13% | |||||||
Basis spread on variable rate | 0.85% | ||||||||
Current borrowing capacity of credit facility | $ 423,000,000 | $ 423,000,000 | |||||||
Mortgage loans payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Pay-off of mortgage loans | $ 34,200,000 | $ 74,500,000 | |||||||
Number of properties | property | 1 | 5 | 5 | ||||||
Amount refinanced | $ 24,000,000 | ||||||||
Coupon percentage | 2.80% | ||||||||
Senior Notes - June 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | |||||||
Percentage of par value | 99.142% | ||||||||
Coupon percentage | 3.875% | 3.875% | |||||||
Senior Notes - June 2020 | American Campus Communities Operating Partnership LP | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 400,000,000 | ||||||||
Term of notes | 10 years | ||||||||
Percentage of par value | 99.142% | ||||||||
Coupon percentage | 3.875% | ||||||||
Proceeds from unsecured notes | $ 391,700,000 | ||||||||
Senior Notes - January 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | |||||||
Percentage of par value | 99.81% | ||||||||
Coupon percentage | 2.85% | 2.85% | |||||||
Senior Notes - January 2020 | American Campus Communities Operating Partnership LP | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 400,000,000 | ||||||||
Term of notes | 10 years | ||||||||
Percentage of par value | 99.81% | ||||||||
Coupon percentage | 2.85% | ||||||||
Proceeds from unsecured notes | $ 394,500,000 | ||||||||
Senior notes - October 2020 | American Campus Communities Operating Partnership LP | |||||||||
Debt Instrument [Line Items] | |||||||||
Coupon percentage | 3.35% | ||||||||
Repayments of unsecured debt | $ 400,000,000 | ||||||||
Loss from extinguishment of debt | $ 4,800,000 | ||||||||
Unsecured debt | Unsecured revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | $ 1,000,000,000 | ||||||||
Credit facility, additional borrowing capacity (up to) | $ 500,000,000 | ||||||||
Line of credit, required unused commitment fee percentage per annum | 0.20% | ||||||||
Unsecured debt | Term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | |||||||
Coupon percentage | 1.44% | 1.44% | |||||||
Weighted average annual interest rate | 2.54% | 2.54% | |||||||
Basis spread on variable rate | 1.10% | ||||||||
Line of credit facility, accordion feature, increase limit | $ 100,000,000 | $ 100,000,000 |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Amount | $ 2,400,000,000 |
Original Issue Discount | 7,648,000 |
Senior Notes - April 2013 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.659% |
Coupon | 3.75% |
Yield | 3.791% |
Original Issue Discount | $ 1,364,000 |
Term (Years) | 10 years |
Senior Notes - June 2014 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.861% |
Coupon | 4.125% |
Yield | 4.269% |
Original Issue Discount | $ 556,000 |
Term (Years) | 10 years |
Senior Notes - October 2017 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.912% |
Coupon | 3.625% |
Yield | 3.635% |
Original Issue Discount | $ 352,000 |
Term (Years) | 10 years |
Senior Notes - June 2019 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.704% |
Coupon | 3.30% |
Yield | 3.68% |
Original Issue Discount | $ 1,184,000 |
Term (Years) | 7 years |
Senior Notes - January 2020 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.81% |
Coupon | 2.85% |
Yield | 2.872% |
Original Issue Discount | $ 760,000 |
Term (Years) | 10 years |
Senior Notes - June 2020 | |
Debt Instrument [Line Items] | |
Amount | $ 400,000,000 |
% of Par Value | 99.142% |
Coupon | 3.875% |
Yield | 3.974% |
Original Issue Discount | $ 3,432,000 |
Term (Years) | 10 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Sale of Stock [Line Items] | |||
Number of shares in deferred compensation plan (in shares) | 110,532 | 91,746 | |
Non-Qualified Deferred Compensation Plan | Treasury Stock | |||
Sale of Stock [Line Items] | |||
Number of shares deposited into the deferred compensation plan (in shares) | 28,899 | ||
Number of shares withdrawn from deferred compensation plan (in shares) | 10,113 | ||
ATM equity program | |||
Sale of Stock [Line Items] | |||
ATM equity program, aggregate offering price authorized (up to $500 million) | $ 500 | ||
Available for issuance | $ 440.3 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Activity Under ATM Equity Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Sale of Stock [Line Items] | |||
Commissions paid to sales agents | $ 747 | $ 0 | |
ATM equity program | |||
Sale of Stock [Line Items] | |||
Total net proceeds | $ 20,928 | 58,927 | |
Commissions paid to sales agents | $ 270 | $ 747 | |
Weighted average price per share (in dollars per share) | $ 49.52 | $ 49.05 | |
Shares of common stock sold (in shares) | 428,000 | 1,216,600 |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021landParcelpropertyentity | |
Noncontrolling Interest [Line Items] | |
Number of properties | 166 |
Noncontrolling interests – partially owned properties | |
Noncontrolling Interest [Line Items] | |
Number of third-party joint venture partners (entities) | entity | 5 |
Number of properties | 10 |
Number of land parcels | landParcel | 1 |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summarized Activity of Redeemable Limited Partners (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance | $ 24,567 | |||||
Distributions | $ (18) | $ (1,189) | (1,138) | $ (18) | $ (1,816) | $ (2,566) |
Ending balance | 27,405 | |||||
Redeemable noncontrolling interests | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance | 26,534 | 24,754 | 24,567 | 20,912 | 17,768 | 104,381 |
Net income (loss) | (24) | (17) | 67 | (52) | (32) | 311 |
Distributions | (235) | (234) | (234) | (235) | (234) | (234) |
Purchase of noncontrolling interests | (77,200) | |||||
Adjustments to reflect redeemable noncontrolling interests at fair value | 1,130 | 2,031 | 354 | 264 | 3,410 | (9,490) |
Ending balance | $ 27,405 | $ 26,534 | $ 24,754 | $ 20,889 | $ 20,912 | $ 17,768 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2021USD ($)member | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Apr. 30, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of members added to board of directors | member | 3 | |||||
Restricted stock awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 4,700,000 | $ 3,400,000 | $ 14,800,000 | $ 10,900,000 | ||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 400,000 | $ 1,200,000 | ||||
Select employees and directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | shares | 3.5 | 3.5 | ||||
Board of directors chairman | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Value of shares granted | $ 170,000 | |||||
Director | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Value of shares granted | $ 122,500 |
Incentive Award Plan - Summary
Incentive Award Plan - Summary of Restricted Stock Units and Restricted Stock Awards (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 1,092,596 |
Granted (shares) | 468,771 |
Vested (shares) | (415,228) |
Forfeited (shares) | (22,557) |
Ending balance (shares) | 1,123,582 |
Shares withheld to satisfy tax obligation (in shares) | 140,762 |
Restricted stock units | |
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) | 34,626 |
Settled in common shares (shares) | (33,514) |
Settled in cash (in shares) | (1,112) |
Ending balance (shares) | 0 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Summary of Outstanding Interest Rate Swap Contracts (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative [Line Items] | |
Current Notional Amount | $ 330,463 |
Fair Value | $ (5,957) |
Interest Rate Swap - 2.7475% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 1, 2019 |
Maturity Date | Jan. 16, 2024 |
Pay Fixed Rate | 2.7475% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 70,000 |
Fair Value | $ (3,775) |
Interest Rate Swap - 1.2570% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Oct. 16, 2019 |
Maturity Date | Oct. 16, 2022 |
Pay Fixed Rate | 1.257% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 37,500 |
Fair Value | $ (445) |
Interest Rate Swap - 1.4685% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Nov. 4, 2019 |
Maturity Date | Jun. 27, 2022 |
Pay Fixed Rate | 1.4685% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 100,000 |
Fair Value | $ (1,017) |
Interest Rate Swap - 1.4203% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Dec. 2, 2019 |
Maturity Date | Jun. 27, 2022 |
Pay Fixed Rate | 1.4203% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 100,000 |
Fair Value | $ (981) |
Interest Rate Swap - 0.7850% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 16, 2021 |
Maturity Date | Feb. 15, 2028 |
Pay Fixed Rate | 0.785% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 11,423 |
Fair Value | $ 130 |
Interest Rate Swap - 0.7850% Fixed Rate | |
Derivative [Line Items] | |
Effective Date | Feb. 16, 2021 |
Maturity Date | Feb. 15, 2028 |
Pay Fixed Rate | 0.785% |
Receive Floating Rate Index | LIBOR - 1 month |
Current Notional Amount | $ 11,540 |
Fair Value | $ 131 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Value of Derivative Financial Instruments and Classification on Consolidated Balance Sheet (Details) - Designated as hedging instrument - Interest rate swap contracts - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 261 | $ 0 |
Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 6,218 | $ 10,211 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Effect of Derivative Financial Instruments On The Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative [Line Items] | ||||
Change in fair value of derivatives and other recognized in other comprehensive income ("OCI") | $ (82) | $ 68 | $ 330 | $ (11,439) |
Swap interest accruals reclassified to interest expense | 1,323 | 1,351 | 3,924 | 2,484 |
Change in fair value of interest rate swaps and other | 1,672 | 1,851 | 5,541 | (7,668) |
Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded | 29,271 | 29,056 | 87,488 | 84,007 |
Interest Expense | ||||
Derivative [Line Items] | ||||
Amortization of interest rate swap terminations | $ 431 | $ 432 | $ 1,287 | $ 1,287 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Estimated reclassification from other comprehensive income to interest expense | $ 6.2 |
Fair Value Disclosures - Financ
Fair Value Disclosures - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Derivative financial instruments | $ 261 | $ 0 |
Liabilities | ||
Derivative financial instruments | 6,218 | 10,211 |
Mezzanine | ||
Redeemable noncontrolling interests | 27,405 | 24,567 |
Level 2 | ||
Assets | ||
Derivative financial instruments | 261 | 0 |
Liabilities | ||
Derivative financial instruments | 6,218 | 10,211 |
Mezzanine | ||
Redeemable noncontrolling interests | 24,405 | 21,567 |
Level 3 | ||
Assets | ||
Derivative financial instruments | 0 | 0 |
Liabilities | ||
Derivative financial instruments | 0 | 0 |
Mezzanine | ||
Redeemable noncontrolling interests | $ 3,000 | $ 3,000 |
Fair Value Disclosures - Estima
Fair Value Disclosures - Estimated Fair Value and Related Carrying Amounts of Mortgage Loans and Bonds Payable (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)contractloan | Dec. 31, 2020USD ($)contractloan | |
Liabilities: | ||
Number of interest rate swap contracts | contract | 2 | 2 |
Carrying Amount | ||
Liabilities: | ||
Unsecured notes | $ 2,378,380 | $ 2,375,603 |
Mortgage loans payable (fixed rate) | 546,541 | 625,783 |
Bonds payable | 14,584 | 18,960 |
Unsecured term loan (fixed rate) | 199,736 | 199,473 |
Owned properties | Mortgage loans payable | ||
Liabilities: | ||
Principal outstanding | $ 486,579 | $ 563,506 |
Owned properties | Mortgage loans payable | Variable rate mortgage loans | ||
Liabilities: | ||
Number of mortgage loans | loan | 1 | 1 |
Principal outstanding | $ 1,200 | $ 2,100 |
Level 2 | Estimated Fair Value | ||
Liabilities: | ||
Unsecured notes | 2,556,755 | 2,609,373 |
Mortgage loans payable (fixed rate) | 560,700 | 656,648 |
Bonds payable | 15,895 | 20,720 |
Unsecured term loan (fixed rate) | $ 201,754 | $ 203,348 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021USD ($) | Aug. 31, 2013USD ($)extension | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)phaseproperty | |
Loss Contingencies [Line Items] | |||||
Number of properties, under development | property | 1 | ||||
Deferred pre-development costs | $ 27,500,000 | ||||
Litigation settlement | $ 2,000,000 | ||||
Litigation expense | $ 800,000 | $ 1,200,000 | |||
Under Development | In-process development properties | |||||
Loss Contingencies [Line Items] | |||||
Number of phases under construction | phase | 5 | ||||
Number of total construction phases | phase | 10 | ||||
Drexel University Property | |||||
Loss Contingencies [Line Items] | |||||
Lease term | 40 years | ||||
Number of lease renewal options | extension | 3 | ||||
Lease extension period | 10 years | ||||
Commitment to pay real estate transfer taxes, amount (not more than) | $ 1,800,000 | ||||
Real estate transfer taxes paid upon conveyance of land | 600,000 | ||||
Drexel University Property | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Commitment to pay real estate transfer taxes, amount (not more than) | $ 2,400,000 | ||||
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 | $ 4,300,000 | ||||
Performance Guarantee | |||||
Loss Contingencies [Line Items] | |||||
Guarantee expiration period | 60 days | ||||
Amount guaranteed for completion of project | $ 614,600,000 | ||||
Earnest money deposits | 2,400,000 | ||||
Purchase and sale agreement upon exercise of option | 28,700,000 | ||||
Performance Guarantee | Disney College Program Phases I-X (ACE) | |||||
Loss Contingencies [Line Items] | |||||
Development guarantee, damages due per bed each day of a delay | 20 | ||||
Guarantor obligations, maximum exposure | 100,000 | ||||
Construction Contracts | |||||
Loss Contingencies [Line Items] | |||||
Development projects under construction | $ 48,900,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Identified reportable segments (segments) | 4 |
Segments - Schedule of Segment
Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 228,877 | $ 202,675 | $ 670,120 | $ 637,626 |
Ground/facility lease expense | (5,502) | (3,071) | (12,145) | (10,033) |
Interest expense, net | (29,271) | (29,056) | (87,488) | (84,007) |
Operating expenses | (211,542) | (194,440) | (586,947) | (501,393) |
Depreciation and amortization | (69,445) | (67,369) | (206,303) | (199,979) |
Total consolidated revenues, including interest income | 229,264 | 203,530 | 671,079 | 640,202 |
Segment income before depreciation and amortization | 17,335 | 8,235 | 83,173 | 136,233 |
Gain from disposition of real estate | 0 | 0 | 0 | 48,525 |
Other nonoperating income | 0 | 264 | 157 | 264 |
Amortization of deferred financing costs | (1,470) | (1,349) | (4,207) | (3,891) |
Loss from extinguishment of debt | 0 | 0 | 0 | (4,827) |
Income tax provision | (340) | (373) | (1,021) | (1,133) |
Net (loss) income | (13,359) | (21,424) | (8,427) | 45,215 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 229,175 | 202,792 | 670,814 | 638,001 |
Depreciation and amortization | (68,746) | (66,511) | (204,149) | (197,347) |
Segment income before depreciation and amortization | 93,407 | 79,911 | 313,813 | 303,759 |
Net (loss) income | (13,359) | (21,424) | (8,427) | 45,215 |
Operating segments | Owned properties | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues and other income | 219,413 | 192,332 | 637,480 | 602,631 |
Interest income | 294 | 115 | 682 | 347 |
Total revenues | 219,707 | 192,447 | 638,162 | 602,978 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (117,176) | (106,518) | (306,870) | (284,741) |
Ground/facility lease expense | (4,541) | (2,553) | (10,511) | (8,401) |
Interest expense, net | (3,113) | (3,594) | (9,242) | (9,697) |
Operating income (loss) before depreciation and amortization | 94,877 | 79,782 | 311,539 | 300,139 |
Depreciation and amortization | (66,777) | (64,628) | (198,099) | (191,382) |
Capital expenditures | 60,411 | 118,270 | 190,419 | 300,102 |
Operating segments | On-campus participating properties | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues and other income | 6,067 | 5,386 | 20,246 | 20,196 |
Interest income | 4 | 2 | 12 | 28 |
Total revenues | 6,071 | 5,388 | 20,258 | 20,224 |
Operating expenses before depreciation, amortization, and ground/facility lease expense | (4,120) | (3,783) | (10,689) | (10,357) |
Ground/facility lease expense | (961) | (518) | (1,634) | (1,632) |
Interest expense, net | (867) | (854) | (2,678) | (3,169) |
Operating income (loss) before depreciation and amortization | 123 | 233 | 5,257 | 5,066 |
Depreciation and amortization | (1,969) | (1,883) | (6,050) | (5,965) |
Capital expenditures | 1,797 | 765 | 2,582 | 1,931 |
Operating segments | Development Services | ||||
Segment Reporting Information [Line Items] | ||||
Development and construction management fees | 938 | 2,186 | 3,763 | 5,531 |
Operating expenses | (2,420) | (2,094) | (6,815) | (6,699) |
Operating income (loss) before depreciation and amortization | (1,482) | 92 | (3,052) | (1,168) |
Operating segments | Property Management Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,459 | 2,771 | 8,631 | 9,268 |
Operating expenses | (2,570) | (2,967) | (8,562) | (9,546) |
Operating income (loss) before depreciation and amortization | (111) | (196) | 69 | (278) |
Unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 89 | 738 | 265 | 2,201 |
Operating expenses | (35,511) | (32,508) | (110,866) | (97,503) |
Corporate depreciation | $ (699) | $ (858) | $ (2,154) | $ (2,632) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 03, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | ||||||||||
Distributions to common and restricted stockholders and other (in dollars per share) | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | ||||
Proceeds from unsecured notes | $ 0 | $ 795,808,000 | ||||||||
Subsequent event | October 2021 Senior Unsecured Notes | American Campus Communities Operating Partnership LP | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, face amount | $ 400,000,000 | |||||||||
Term of notes | 7 years | |||||||||
Percentage of par value | 99.928% | |||||||||
Coupon percentage | 2.25% | |||||||||
Proceeds from unsecured notes | $ 394,400,000 | |||||||||
Subsequent event | Dividend declared | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Distributions to common and restricted stockholders and other (in dollars per share) | $ 0.47 |