|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except per share data, unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | |
OPERATING DATA: | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
| | 2015 | | 2014 | | $ Chg | | % Chg | | 2015 | | 2014 | | $ Chg | | % Chg |
| Same-community revenue | $ | 42,155 |
| | $ | 40,064 |
| | $ | 2,091 |
| | 5.2 | % | | $ | 134,872 |
| | $ | 127,157 |
| | $ | 7,715 |
| | 6.1 | % |
| Total community revenue | 54,725 |
| | 47,657 |
| | 7,068 |
| | 14.8 | % | | 168,842 |
| | 144,677 |
| | 24,165 |
| | 16.7 | % |
| Total revenue | 58,189 |
| | 54,704 |
| | 3,485 |
| | 6.4 | % | | 179,642 |
| | 159,289 |
| | 20,353 |
| | 12.8 | % |
| | | | | | | | | | | | | | | | |
| Same-community net operating income | 18,823 |
| | 17,611 |
| | 1,212 |
| | 6.9 | % | | 72,959 |
| | 68,306 |
| | 4,653 |
| | 6.8 | % |
| Total community net operating income | 26,281 |
| | 20,737 |
| | 5,544 |
| | 26.7 | % | | 93,390 |
| | 74,615 |
| | 18,775 |
| | 25.2 | % |
| Total operating income | 2,417 |
| | 1,765 |
| | 652 |
| | 36.9 | % | | 25,198 |
| | 6,427 |
| | 18,771 |
| | 292.1 | % |
| | | | | | | | | | | | | | | | |
| Net income (loss) attributable to EdR | (4,720 | ) | | 21,400 |
| | (26,120 | ) | | (122.1 | )% | | 5,138 |
| | 24,658 |
| | (19,520 | ) | | (79.2 | )% |
| Per share - basic | $ | (0.10 | ) | | $ | 0.46 |
| | $ | (0.56 | ) | | (121.7 | )% | | $ | 0.11 |
| | $ | 0.60 |
| | $ | (0.49 | ) | | (81.7 | )% |
| Per share - diluted | (0.10 | ) | | 0.45 |
| | (0.55 | ) | | (122.2 | )% | | 0.11 |
| | 0.59 |
| | (0.48 | ) | | (81.4 | )% |
| | | | | | | | | | | | | | | | |
| Funds from operations (FFO) | 13,142 |
| | 20,359 |
| | (7,217 | ) | | (35.4 | )% | | 55,005 |
| | 52,696 |
| | 2,309 |
| | 4.4 | % |
| Per weighted average share/unit (1) | $ | 0.27 |
| | $ | 0.43 |
| | $ | (0.16 | ) | | (37.2 | )% | | $ | 1.13 |
| | $ | 1.26 |
| | $ | (0.13 | ) | | (10.3 | )% |
| | | | | | | | | | | | | | | | |
| Core funds from operations (Core FFO) | 14,540 |
| | 14,840 |
| | (300 | ) | | (2.0 | )% | | 58,894 |
| | 51,465 |
|
| 7,429 |
| | 14.4 | % |
| Per weighted average share/unit (1) | $ | 0.30 |
| | $ | 0.31 |
| | $ | (0.01 | ) | | (3.2 | )% | | $ | 1.21 |
| | $ | 1.23 |
| | $ | (0.02 | ) | | (1.6 | )% |
| | | | | | | | | | | | | | | | |
FINANCIAL RATIOS: | | | | | | | | |
| | 9/30/2015 | | 12/31/2014 | | | | | | | | |
| Debt to gross assets | 39.9% | | 35.1% | | | | | | | | |
| Net debt to enterprise value | 35.3% | | 28.1% | | | | | | | | |
| Interest coverage ratio (TTM) | 4.8x | | 5.0x | | | | | | | | |
| Net debt to EBITDA - Adjusted (TTM) | 6.3x | | 4.9x | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
(1) FFO and Core FFO per share/unit were computed using weighted average shares and units outstanding, regardless of their dilutive impact. See page 5 for a detailed calculation. |
|
| | | | | | | | | | |
(Amount in thousands, except share and per share data) | | September 30, 2015 | | December 31, 2014 | |
Assets | | (unaudited) | | | |
| Collegiate housing properties, net (1) | | $ | 1,798,809 |
| | $ | 1,586,009 |
| |
| Assets under development | | 71,065 |
| | 120,702 |
| |
| Cash and cash equivalents | | 14,169 |
| | 18,385 |
| |
| Restricted cash | | 10,442 |
| | 10,342 |
| |
| Other assets | | 81,870 |
| | 76,199 |
| |
Total assets | | $ | 1,976,355 |
| | $ | 1,811,637 |
| |
| | | | | |
Liabilities and equity | | | | | |
Liabilities: | | | | | |
| Mortgage and construction loans, net of unamortized premium | | $ | 233,081 |
| | $ | 249,637 |
| |
| Unsecured revolving credit facility | | 221,000 |
| | 24,000 |
| |
| Unsecured term loans | | 187,500 |
| | 187,500 |
| |
| Senior unsecured notes | | 250,000 |
| | 250,000 |
| |
| Accounts payable and accrued expenses | | 92,088 |
| | 76,869 |
| |
| Deferred revenue | | 22,699 |
| | 17,301 |
| |
Total liabilities | | 1,006,368 |
| | 805,307 |
| |
| | | | | | |
Commitments and contingencies | | — |
| | — |
| |
Redeemable noncontrolling interests | | 12,450 |
| | 14,512 |
| |
| | | | | | |
Equity: | | | | | |
EdR stockholders' equity: | | | | | |
| Common stock, $0.01 par value per share, 200,000,000 shares authorized, 48,362,091 and 47,999,427 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | | 484 |
| | 480 |
| |
| Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, no shares issued and outstanding | | — |
| | — |
| |
| Additional paid-in capital | | 996,039 |
| | 1,034,683 |
| |
| Accumulated deficit | | (36,771 | ) | | (41,909 | ) | |
| Accumulated other comprehensive loss | | (7,894 | ) | | (4,465 | ) | |
Total EdR stockholders' equity | | 951,858 |
| | 988,789 |
| |
Noncontrolling interest | | 5,679 |
| | 3,029 |
| |
Total equity | | 957,537 |
| | 991,818 |
| |
Total liabilities and equity | | $ | 1,976,355 |
| | $ | 1,811,637 |
| |
(1) Amount is net of accumulated depreciation of $257,628 and $210,047, as of September 30, 2015 and December 31, 2014, respectively.
|
| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except per share data, unaudited) | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2015 | | 2014 | | $ Change | | 2015 | | 2014 | | $ Change |
Revenues: | | | | | | | | | | | |
Collegiate housing leasing revenue | $ | 54,725 |
| | $ | 47,657 |
| | $ | 7,068 |
| | $ | 168,842 |
| | $ | 144,677 |
| | $ | 24,165 |
|
Third-party development consulting services | 490 |
| | 3,705 |
| | (3,215 | ) | | 1,531 |
| | 5,264 |
| | (3,733 | ) |
Third-party management services | 865 |
| | 1,052 |
| | (187 | ) | | 2,698 |
| | 2,856 |
| | (158 | ) |
Operating expense reimbursements | 2,109 |
| | 2,290 |
| | (181 | ) | | 6,571 |
| | 6,492 |
| | 79 |
|
Total revenues | 58,189 |
| | 54,704 |
| | 3,485 |
| | 179,642 |
| | 159,289 |
| | 20,353 |
|
Operating expenses: | | | | | | | | | | |
|
|
Collegiate housing leasing operations | 28,444 |
| | 26,920 |
| | 1,524 |
| | 75,452 |
| | 70,062 |
| | 5,390 |
|
Development and management services | 3,019 |
| | 2,337 |
| | 682 |
| | 8,228 |
| | 6,964 |
| | 1,264 |
|
General and administrative | 1,988 |
| | 2,358 |
| | (370 | ) | | 6,227 |
| | 6,147 |
| | 80 |
|
Development pursuit, acquisition costs and severance | (554 | ) | | 1,064 |
| | (1,618 | ) | | 405 |
| | 1,373 |
| | (968 | ) |
Depreciation and amortization | 17,828 |
| | 14,688 |
| | 3,140 |
| | 49,605 |
| | 42,928 |
| | 6,677 |
|
Ground lease expense | 2,938 |
| | 2,329 |
| | 609 |
| | 7,956 |
| | 6,162 |
| | 1,794 |
|
Loss on impairment of collegiate housing properties | — |
| | 953 |
| | (953 | ) | | — |
| | 12,734 |
| | (12,734 | ) |
Reimbursable operating expenses | 2,109 |
| | 2,290 |
| | (181 | ) | | 6,571 |
| | 6,492 |
| | 79 |
|
Total operating expenses | 55,772 |
| | 52,939 |
| | 2,833 |
| | 154,444 |
| | 152,862 |
| | 1,582 |
|
Operating income | 2,417 |
| | 1,765 |
| | 652 |
| | 25,198 |
| | 6,427 |
| | 18,771 |
|
Nonoperating (income) expenses: | | | | | | | | | | |
|
|
Interest expense | 6,223 |
| | 4,508 |
| | 1,715 |
| | 17,615 |
| | 15,076 |
| | 2,539 |
|
Amortization of deferred financing costs | 520 |
| | 516 |
| | 4 |
| | 1,527 |
| | 1,533 |
| | (6 | ) |
Interest income | (39 | ) | | (9,527 | ) | | 9,488 |
| | (144 | ) | | (9,638 | ) | | 9,494 |
|
Gain on insurance settlement | — |
| | (8,133 | ) | | 8,133 |
| | — |
| | (8,133 | ) | | 8,133 |
|
Loss on extinguishment of debt | — |
| | 243 |
| | (243 | ) | | — |
| | 892 |
| | (892 | ) |
Total nonoperating expenses (income) | 6,704 |
| | (12,393 | ) | | 19,097 |
| | 18,998 |
| | (270 | ) | | 19,268 |
|
Income (loss) before equity in losses of unconsolidated entities, income taxes and gain on sale of collegiate housing properties | (4,287 | ) | | 14,158 |
| | (18,445 | ) | | 6,200 |
| | 6,697 |
| | (497 | ) |
Equity in losses of unconsolidated entities | (427 | ) | | (236 | ) | | (191 | ) | | (823 | ) | | (370 | ) | | (453 | ) |
Income (loss) before income taxes and gain on sale of collegiate housing properties | (4,714 | ) | | 13,922 |
| | (18,636 | ) | | 5,377 |
| | 6,327 |
| | (950 | ) |
Income tax expense | 157 |
| | 910 |
| | (753 | ) | | 325 |
| | 598 |
| | (273 | ) |
Income (loss) before gain on sale of collegiate housing properties | (4,871 | ) | | 13,012 |
| | (17,883 | ) | | 5,052 |
| | 5,729 |
| | (677 | ) |
Gain on sale of collegiate housing properties | — |
| | 8,421 |
| | (8,421 | ) | | — |
| | 19,322 |
| | (19,322 | ) |
Net income (loss) | (4,871 | ) | | 21,433 |
| | (26,304 | ) | | 5,052 |
| | 25,051 |
| | (19,999 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except per share data, unaudited) | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2015 | | 2014 | | $ Change | | 2015 | | 2014 | | $ Change |
| | | | | | | | | | | |
| | | | | | | | | | | |
Less: Net income (loss) attributable to the noncontrolling interests | (151 | ) | | 33 |
| | (184 | ) | | (86 | ) | | 393 |
| | (479 | ) |
Net income (loss) attributable to Education Realty Trust, Inc. | $ | (4,720 | ) | | $ | 21,400 |
| | $ | (26,120 | ) | | $ | 5,138 |
| | $ | 24,658 |
| | $ | (19,520 | ) |
| | | | | | | | | | | |
Other comprehensive income (loss): | | | | | | | | | | | |
Gain (loss) on cash flow hedging derivatives | (3,081 | ) | | 1,343 |
| | (4,424 | ) | | (3,429 | ) | | (2,414 | ) | | (1,015 | ) |
Comprehensive income (loss) | $ | (7,801 | ) | | $ | 22,743 |
| | $ | (30,544 | ) | | $ | 1,709 |
| | $ | 22,244 |
| | $ | (20,535 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Earnings per share information: | | | | | | | | | | |
|
|
Net income (loss) attributable to Education Realty Trust, Inc. common stockholders per share – basic | $ | (0.10 | ) | | $ | 0.46 |
| | $ | (0.56 | ) | | $ | 0.11 |
| | $ | 0.60 |
| | $ | (0.49 | ) |
Net income (loss) attributable to Education Realty Trust, Inc. common stockholders per share – diluted | $ | (0.10 | ) | | $ | 0.45 |
| | $ | (0.55 | ) | | $ | 0.11 |
| | $ | 0.59 |
| | $ | (0.48 | ) |
| | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic | 48,526 |
| | 46,767 |
| | 1,759 |
| | 48,406 |
| | 41,340 |
| | 7,066 |
|
Weighted average shares of common stock outstanding – diluted (1) | 48,526 |
| | 47,113 |
| | 1,413 |
| | 48,726 |
| | 41,686 |
| | 7,040 |
|
| | | | | | | | | | | |
| | | | | | | | | | | |
(1) Weighted average shares of common stock outstanding - diluted assumes the conversion of outstanding redeemable Operating Partnership Units and University Towers Operating Partnership Units. |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except per share data, unaudited) | Three months ended September 30, | | Nine months ended September 30, |
| | 2015 | | 2014 | | $ Change | | 2015 | | 2014 | | $ Change |
Net income (loss) attributable to EdR | $ | (4,720 | ) | | $ | 21,400 |
| | $ | (26,120 | ) | | $ | 5,138 |
| | $ | 24,658 |
| | $ | (19,520 | ) |
| Gain on sale of collegiate housing assets | — |
| | (8,421 | ) | | 8,421 |
| | — |
| | (19,322 | ) | | 19,322 |
|
| Gain on insurance settlement (1) | — |
| | (8,133 | ) | | 8,133 |
| | — |
| | (8,133 | ) | | 8,133 |
|
| Impairment losses | — |
| | 953 |
| | (953 | ) | | — |
| | 12,734 |
| | (12,734 | ) |
| Real estate related depreciation and amortization | 17,433 |
| | 14,444 |
| | 2,989 |
| | 48,473 |
| | 42,365 |
| | 6,108 |
|
| Equity portion of real estate depreciation and amortization on equity investees | 514 |
| | 45 |
| | 469 |
| | 1,357 |
| | 144 |
| | 1,213 |
|
| Noncontrolling interests | (85 | ) | | 71 |
| | (156 | ) | | 37 |
| | 250 |
| | (213 | ) |
Funds from operations ("FFO") available to stockholders and unitholders | 13,142 |
| | 20,359 |
| | (7,217 | ) | | 55,005 |
| | 52,696 |
| | 2,309 |
|
| percent change | | | | | (35.4 | )% | | | | | | 4.4 | % |
| | | | | | | | | | | | |
FFO adjustments: | | | | | | | | | | | |
| Loss on extinguishment of debt | — |
| | 243 |
| | (243 | ) | | — |
| | 892 |
| | (892 | ) |
| Acquisition costs | 203 |
| | 1,034 |
| | (831 | ) | | 293 |
| | 1,058 |
| | (765 | ) |
| Severance costs, net of tax | — |
| | 29 |
| | (29 | ) | | — |
| | 314 |
| | (314 | ) |
| Straight-line adjustment for ground leases (2) | 1,195 |
| | 1,209 |
| | (14 | ) | | 3,596 |
| | 3,634 |
| | (38 | ) |
FFO adjustments | 1,398 |
| | 2,515 |
| | (1,117 | ) | | 3,889 |
| | 5,898 |
| | (2,009 | ) |
| | | | | | | | | | | | |
FFO on Participating Developments:(3) | | | | | | | | | | | |
| Interest on loan to Participating Development | — |
| | (6,486 | ) | | 6,486 |
| | — |
| | (5,581 | ) | | 5,581 |
|
| Development fees on Participating Development, net of costs and taxes | — |
| | (1,548 | ) | | 1,548 |
| | — |
| | (1,548 | ) | | 1,548 |
|
FFO on Participating Developments | — |
| | (8,034 | ) | | 8,034 |
| | — |
| | (7,129 | ) | | 7,129 |
|
| | | | | | | | | | | | |
Core funds from operations ("Core FFO") available to stockholders and unitholders | $ | 14,540 |
| | $ | 14,840 |
| | $ | (300 | ) | (5) | $ | 58,894 |
| | $ | 51,465 |
| | $ | 7,429 |
|
| percent change | | | | | (2.0 | )% | | | | | | 14.4 | % |
| | | | | |
|
| | | | | | |
FFO per weighted average share/unit (4) | $ | 0.27 |
| | $ | 0.43 |
| | $ | (0.16 | ) | | $ | 1.13 |
| | $ | 1.26 |
| | $ | (0.13 | ) |
| percent change | | | | | (37.2 | )% | | | | | | (10.3 | )% |
Core FFO per weighted average share/unit (4) | $ | 0.30 |
| | $ | 0.31 |
| | $ | (0.01 | ) | | $ | 1.21 |
| | $ | 1.23 |
| | $ | (0.02 | ) |
| percent change | | | | | (3.2 | )% | | | | | | (1.6 | )% |
| | | | | | | | | | | | |
Weighted average shares/units (4) | 48,844 |
| | 47,113 |
| | 1,731 |
| | 48,726 |
| | 41,686 |
| | 7,040 |
|
| percent change | | | | | 3.7 | % | | | | | | 16.9 | % |
| | | | | | | | | | | | |
(1) Represents gain on insurance settlement at 3949 Lindell. The community was damaged by fire in July 2012. All claims were settled during the three months ended September 30, 2014, at which time the gain was recognized. |
(2) This represents the straight-line rent expense adjustment required by GAAP related to ground leases. As the ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities. |
(3) FFO on participating developments in 2014 represents the economic impact of interest and fees not recognized in net income due to the Company having a participating investment in the third-party development. The adjustment for interest income is based on terms of the loan. In July 2014, our mezzanine investment was repaid in full, ending the Company's participation in the project and any fees and interest. At the same time all previously deferred amounts were recognized in net income. |
(4) FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and partnership units outstanding, regardless of their dilutive impact. |
(5) Core FFO for the quarter was $14.5 million, as compared to $14.8 million in the prior year, a decline of 2.0%, mainly due to the $3.0 million Johns Hopkins guarantee fee recognized in the third quarter of 2014. Without the impact of the guarantee fee, Core FFO increased 22.8% over the prior year, with the increase mainly driven by a $5.5 million increase in total community NOI and a $0.4 million reduction in G&A costs, partially offset by a $0.8 million decrease in third-party fees and a $1.7 million increase in interest expense. |
|
| | |
| COMMUNITY OPERATING RESULTS |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2015 | | 2014 | | $ Change | | % Change | | 2015 | | 2014 | | $ Change | | % Change |
Revenues | | | | | | | | | | | | | | | |
| Same-communities(1) | $ | 42,155 |
| | $ | 40,064 |
| | $ | 2,091 |
| | 5.2 | % | | $ | 134,872 |
| | $ | 127,157 |
| | $ | 7,715 |
| | 6.1 | % |
| New-communities (2) | 12,203 |
| | 4,929 |
| | 7,274 |
| | NM |
| | 32,869 |
| | 5,114 |
| | 27,755 |
| | NM |
|
| Sold-communities(3) | — |
| | 2,664 |
| | (2,664 | ) | | NM |
| | — |
| | 12,406 |
| | (12,406 | ) | | NM |
|
| CA revenue(4) | 367 |
| | — |
| | 367 |
| | NM |
| | 1,101 |
| | — |
| | 1,101 |
| | NM |
|
Total revenues | 54,725 |
| | 47,657 |
| | 7,068 |
| | 14.8 | % | | 168,842 |
| | 144,677 |
| | 24,165 |
| | 16.7 | % |
| | | | | | | | | | | | | | | | |
Operating expenses (5) | | | | | | | | | | | | | | | |
| Same-communities(1) | 23,332 |
| | 22,453 |
| | 879 |
| | 3.9 | % | | 61,913 |
| | 58,851 |
| | 3,062 |
| | 5.2 | % |
| New-communities (2) | 4,745 |
| | 2,180 |
| | 2,565 |
| | NM |
| | 12,438 |
| | 3,314 |
| | 9,124 |
| | NM |
|
| Sold-communities(3) | — |
| | 2,287 |
| | (2,287 | ) | | NM |
| | — |
| | 7,897 |
| | (7,897 | ) | | NM |
|
| CA expense(4) | 367 |
| | — |
| | 367 |
| | NM |
| | 1,101 |
| | — |
| | 1,101 |
| | NM |
|
Total operating expenses | 28,444 |
| | 26,920 |
| | 1,524 |
| | 5.7 | % | | 75,452 |
| | 70,062 |
| | 5,390 |
| | 7.7 | % |
| | | | | | | | | | | | | | | | |
Net operating income | | | | | | | | | | | | | | | |
| Same-communities(1) | 18,823 |
| | 17,611 |
| | 1,212 |
| | 6.9 | % | | 72,959 |
| | 68,306 |
| | 4,653 |
| | 6.8 | % |
| New-communities (2) | 7,458 |
| | 2,749 |
| | 4,709 |
| | NM |
| | 20,431 |
| | 1,800 |
| | 18,631 |
| | NM |
|
| Sold-communities(3) | — |
| | 377 |
| | (377 | ) | | NM |
| | — |
| | 4,509 |
| | (4,509 | ) | | NM |
|
Total net operating income | $ | 26,281 |
| | $ | 20,737 |
| | $ | 5,544 |
| | 26.7 | % | | $ | 93,390 |
| | $ | 74,615 |
| | $ | 18,775 |
| | 25.2 | % |
| | | | | | | | | | | | | | | | |
|
|
(1) Same-communities are defined as those communities that have been open and operating for the whole time in the current and prior periods. See page 25 of this supplement for a listing of same-communities. |
(2) See page 25 of this supplement for a listing of which communities are categorized as new-communities. |
(3) Represents operating results from communities sold in 2014. No communities have been sold in 2015. |
(4) Represents additional same-community revenue and expenses incurred as a result of the Company changing its community assistant program at the end of 2014. The amounts are shown separately as there is no NOI impact and to clearly show the operating growth in revenue and expenses year over year. |
(5) Represents community level operating expenses, excluding management fees, depreciation, amortization, ground lease expense and impairment charges, plus regional and other corporate costs of supporting the communities. |
|
| | |
| SAME-COMMUNITY EXPENSES BY CATEGORY |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except bed and per-bed data, unaudited) |
| Three months ended September 30, 2015 | | Three months ended September 30, 2014 | | | | |
| Amount | | Per Bed | | % of Total Operating Expenses | | Amount | | Per Bed | | % of Total Operating Expenses | | $ Change | | % Change |
Utilities(1) | $ | 5,865 |
| | $ | 254 |
| | 25 | % | | $ | 5,624 |
| | $ | 244 |
| | 25 | % | | $ | 241 |
| | 4.3 | % |
On-Site Payroll | 3,674 |
| | 159 |
| | 16 | % | | 3,452 |
| | 150 |
| | 15 | % | | 222 |
| | 6.4 | % |
General & Administrative(2) | 3,267 |
| | 142 |
| | 14 | % | | 3,424 |
| | 148 |
| | 15 | % | | (157 | ) | | (4.6 | )% |
Maintenance & Repairs(3) | 4,795 |
| | 208 |
| | 21 | % | | 4,501 |
| | 195 |
| | 20 | % | | 294 |
| | 6.5 | % |
Marketing | 875 |
| | 38 |
| | 4 | % | | 936 |
| | 41 |
| | 5 | % | | (61 | ) | | (6.5 | )% |
Total Direct Operating Expenses | $ | 18,476 |
| | $ | 801 |
| | 80 | % | | $ | 17,937 |
| | $ | 778 |
| | 80 | % | | $ | 539 |
| | 3.0 | % |
| | | | | | | | | | | | | | | |
Real Estate Taxes | 4,280 |
| | 185 |
| | 18 | % | | 3,956 |
| | 171 |
| | 18 | % | | 324 |
| | 8.2 | % |
Insurance | 576 |
| | 25 |
| | 2 | % | | 560 |
| | 24 |
| | 2 | % | | 16 |
| | 2.9 | % |
Total Fixed Operating Expenses | $ | 4,856 |
| | $ | 210 |
| | 20 | % | | $ | 4,516 |
| | $ | 195 |
| | 20 | % | | $ | 340 |
| | 7.5 | % |
Total Property Operating Expenses | $ | 23,332 |
| | $ | 1,011 |
| | 100 | % | | $ | 22,453 |
| | $ | 973 |
| | 100 | % | | $ | 879 |
| | 3.9 | % |
| | | | | | | | | | | | | | | |
| Nine months ended September 30, 2015 | | Nine months ended September 30, 2014 | | | | |
| Amount | | Per Bed | | % of Total Operating Expenses | | Amount | | Per Bed | | % of Total Operating Expenses | | $ Change | | % Change |
Utilities(1) | $ | 16,962 |
| | $ | 735 |
| | 27 | % | | $ | 16,129 |
| | $ | 699 |
| | 27 | % | | $ | 833 |
| | 5.2 | % |
On-Site Payroll | 10,626 |
| | 460 |
| | 17 | % | | 9,965 |
| | 432 |
| | 17 | % | | 661 |
| | 6.6 | % |
General & Administrative(2) | 9,160 |
| | 397 |
| | 15 | % | | 9,546 |
| | 414 |
| | 16 | % | | (386 | ) | | (4.0 | )% |
Maintenance & Repairs(3) | 7,468 |
| | 324 |
| | 12 | % | | 6,867 |
| | 298 |
| | 12 | % | | 601 |
| | 8.8 | % |
Marketing | 2,638 |
| | 114 |
| | 4 | % | | 2,719 |
| | 118 |
| | 5 | % | | (81 | ) | | (3.0 | )% |
Total Direct Operating Expenses | $ | 46,854 |
| | $ | 2,030 |
| | 75 | % | | $ | 45,226 |
| | $ | 1,961 |
| | 77 | % | | $ | 1,628 |
| | 3.6 | % |
| | | | | | | | | | | | | | | |
Real Estate Taxes | 13,329 |
| | 578 |
| | 22 | % | | 11,933 |
| | $ | 517 |
| | 20 | % | | $ | 1,396 |
| (4) | 11.7 | % |
Insurance | 1,730 |
| | 75 |
| | 3 | % | | 1,692 |
| | 73 |
| | 3 | % | | 38 |
| | 2.2 | % |
Total Fixed Operating Expenses | $ | 15,059 |
| | $ | 653 |
| | 25 | % | | $ | 13,625 |
| | $ | 590 |
| | 23 | % | | $ | 1,434 |
| | 10.5 | % |
Total Property Operating Expenses | $ | 61,913 |
| | $ | 2,683 |
| | 100 | % | | $ | 58,851 |
| | $ | 2,551 |
| | 100 | % | | $ | 3,062 |
| (4) | 5.2 | % |
| | | | | | | | | | | | | | | |
Same-community beds | 23,079 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
NOTE: Schedule does not include $0.4 million and $1.1 million of expenses for the three months ended September 30, 2015 and the nine months ended September 30, 2015, respectively, related to the Company's change in its community assistant program at the end of the prior year. See note 4 on page 6. |
| | |
(1) Represents gross costs before recoveries from tenants and includes student amenities such as internet. |
(2) Includes property-level general and administrative cost and dining costs as well as regional and other corporate costs of supporting the communities. |
(3) Includes general maintenance costs, grounds and landscaping, turn costs and life safety costs. |
(4) During the first quarter of 2015 the Company accrued an additional $0.8 million in real estate taxes relating to the settlement of an assessment dispute with a local school board at one community covering several prior assessment years. Without this charge, real estate taxes would have only increased 4.9% and total operating expenses would have only increased 3.8% over prior year. |
|
| | |
| COMMUNITY OPERATIONS - TRAILING FIVE QUARTERS |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands, except beds and per bed amounts) | Three Months Ended | | Total / Weighted Average - Trailing Twelve Months |
| | | September 30, 2014 | | December 31, 2014 | | March 30, 2015 | | June 30, 2015 | | September 30, 2015 | |
2015 Same Communities | | | | | | | | | | | | |
| Revenue | | $ | 40,064 |
| | $ | 48,669 |
| | $ | 48,077 |
| | $ | 44,640 |
| | $ | 42,155 |
| | $ | 183,541 |
|
| Operating Expenses | | 22,453 |
| | 18,714 |
| | 19,987 |
| | 18,594 |
| | 23,332 |
| | 80,627 |
|
| Net Operating Income | | $ | 17,611 |
| | $ | 29,955 |
| | $ | 28,090 |
| | $ | 26,046 |
| | $ | 18,823 |
| | $ | 102,914 |
|
| Margin | | 44 | % | | 62 | % | | 58 | % | | 58 | % | | 45 | % | | 56 | % |
| Beds | | 69,237 |
| | 69,237 |
| | 69,237 |
| | 69,237 |
| | 69,237 |
| | 276,948 |
|
| Occupancy(1) | | 89.2 | % | | 96.4 | % | | 96.0 | % | | 88.6 | % | | 90.8 | % | | 93.0 | % |
| Net Apartment Rent per Occupied Bed | | $ | 583 |
| | $ | 689 |
| | $ | 678 |
| | $ | 673 |
| | $ | 602 |
| | $ | 661 |
|
| Other Income per Occupied Bed | | 66 |
| | 40 |
| | 45 |
| | 54 |
| | 68 |
| | 52 |
|
| Total Revenue per Occupied Bed | | $ | 649 |
| | $ | 729 |
| | $ | 723 |
| | $ | 727 |
| | $ | 670 |
| | $ | 713 |
|
| Operating Expense per Available Bed | | $ | 324 |
| | $ | 270 |
| | $ | 289 |
| | $ | 269 |
| | $ | 336 |
| | $ | 291 |
|
| | | | | | | | | | | | | |
2015 New Communities | | | | | | | | | | | | |
| Revenue | | $ | 4,929 |
| | $ | 11,823 |
| | $ | 11,939 |
| | $ | 8,727 |
| | $ | 12,203 |
| | $ | 44,692 |
|
| Operating Expenses | | 2,180 |
| | 3,012 |
| | 3,786 |
| | 3,907 |
| | 4,745 |
| | 15,450 |
|
| Net Operating Income | | $ | 2,749 |
| | $ | 8,811 |
| | $ | 8,153 |
| | $ | 4,820 |
| | $ | 7,458 |
| | $ | 29,242 |
|
| Margin | | 56 | % | | 75 | % | | 68 | % | | 55 | % | | 61 | % | | 65 | % |
| Beds | | 8,256 |
| | 13,674 |
| | 13,674 |
| | 13,824 |
| | 19,756 |
| | 60,928 |
|
| Occupancy(1) | | 95.0 | % | | 95.6 | % | | 95.0 | % | | 63.7 | % | | 82.7 | % | | 84.0 | % |
| Net Apartment Rent per Occupied Bed | | $ | 597 |
| | $ | 883 |
| | $ | 882 |
| | $ | 945 |
| | $ | 683 |
| | $ | 830 |
|
| Other Income per Occupied Bed | | 31 |
| | 22 |
| | 37 |
| | 47 |
| | 64 |
| | 43 |
|
| Total Revenue per Occupied Bed | | $ | 628 |
| | $ | 905 |
| | $ | 919 |
| | $ | 992 |
| | $ | 747 |
| | $ | 873 |
|
| Operating Expense per Available Bed | | $ | 264 |
| | $ | 220 |
| | $ | 277 |
| | $ | 283 |
| | $ | 240 |
| | $ | 254 |
|
| | | | | | | | | | | | | |
2015 Sold Communities | | | | | | | | | | | | |
| Revenue | | $ | 2,664 |
| | $ | 1,153 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,153 |
|
| Operating Expenses | | 2,287 |
| | 860 |
| | — |
| | — |
| | — |
| | 860 |
|
| Net Operating Income | | $ | 377 |
| | $ | 293 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 293 |
|
| Margin | | 14 | % | | 25 | % | | — | % | | — | % | | — | % | | 25 | % |
| Beds | | 6,383 |
| | 1,628 |
| | — |
| | — |
| | — |
| | 1,628 |
|
| Occupancy(1) | | 88.5 | % | | 89.2 | % | | — | % | | — | % | | — | % | | 89.2 | % |
| Net Apartment Rent per Occupied Bed | | $ | 426 |
| | $ | 754 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 754 |
|
| Other Income per Occupied Bed | | 46 |
| | 40 |
| | — |
| | — |
| | — |
| | 40 |
|
| Total Revenue per Occupied Bed | | $ | 472 |
| | $ | 794 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 794 |
|
| Operating Expense per Available Bed | | $ | 362 |
| | $ | 529 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 529 |
|
| | | | | | | | | | | | | |
|
| | |
| COMMUNITY OPERATIONS - TRAILING FIVE QUARTERS |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(Amounts in thousands, except beds and per bed amounts) | Three Months Ended | | Total / Weighted Average - Trailing Twelve Months |
| | | September 30, 2014 | | December 31, 2014 | | March 31, 2015 | | June 30, 2015 | | September 30, 2015 | |
Other(2) | | | | | | | | | | | | |
| Revenue | | $ | — |
| | $ | — |
| | $ | 367 |
| | $ | 367 |
| | $ | 367 |
| | $ | 1,101 |
|
| Operating Expenses | | — |
| | — |
| | 367 |
| | 367 |
| | 367 |
| | 1,101 |
|
| Net Operating Income | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Margin | | — | % | | — | % | | — | % | | — | % | | — | % | | — | % |
| | | | | | | | | | | | | |
2015 Total Communities | | | | | | | | | | | | |
| Revenue | | $ | 47,657 |
| | $ | 61,645 |
| | $ | 60,383 |
| | $ | 53,734 |
| | $ | 54,725 |
| | $ | 230,487 |
|
| Operating Expenses | | 26,920 |
| | 22,586 |
| | 24,140 |
| | 22,868 |
| | 28,444 |
| | 98,038 |
|
| Net Operating Income | | $ | 20,737 |
| | $ | 39,059 |
| | $ | 36,243 |
| | $ | 30,866 |
| | $ | 26,281 |
| | $ | 132,449 |
|
| Margin | | 44 | % | | 63 | % | | 60 | % | | 57 | % | | 48 | % | | 57 | % |
| Beds | | 83,876 |
| | 84,539 |
| | 82,911 |
| | 83,061 |
| | 88,993 |
| | 339,504 |
|
| Occupancy(1) | | 89.8 | % | | 96.1 | % | | 95.8 | % | | 84.5 | % | | 89.0 | % | | 91.3 | % |
| Net Apartment Rent per Occupied Bed | | $ | 572 |
| | $ | 721 |
| | $ | 716 |
| | $ | 712 |
| | $ | 623 |
| | $ | 693 |
|
| Other Income per Occupied Bed | | 61 |
| | 37 |
| | 44 |
| | 53 |
| | 67 |
| | 50 |
|
| Total Revenue per Occupied Bed | | $ | 633 |
| | $ | 758 |
| | $ | 760 |
| | $ | 765 |
| | $ | 690 |
| | $ | 743 |
|
| Operating Expense per Available Bed | | $ | 321 |
| | $ | 268 |
| | $ | 291 |
| | $ | 275 |
| | $ | 320 |
| | $ | 289 |
|
| | | | | | | | | | | | | |
(1) Represents the weighted average physical occupancy for the period presented. |
(2) Represents additional same-community revenue and expenses incurred as a result of the Company changing its community assistant program at the end of 2014. The amounts are shown separately as there is no NOI impact and to clearly show the operating growth in revenue and expenses year over year. |
|
| | | | | | | | | | | | | | | | | | |
| | | | | Opening Occupancy | | | | | |
| Design Beds | | % of NOI | | 2015 | | 2014 | | Ahead/(Behind) | | Opening Rate Growth | |
| | | | | | | | | | | | |
Same-Communities - by Tier | | | | | | | | | | | | |
Prior Year Occupancy Below 90% (Tier 1) | 2,906 |
| | 5.2 | % | | 86.9 | % | | 81.6 | % | | 5.3 | % | | 2.6 | % | |
Prior Year Occupancy 90% to 94.9% (Tier 2) | 2,063 |
| | 8.1 | % | | 94.0 | % | | 92.2 | % | | 1.8 | % | | 2.1 | % | |
Prior Year Occupancy 95% to 97.9% (Tier 3) | 5,772 |
| | 16.7 | % | | 97.9 | % | | 97.4 | % | | 0.5 | % | | 3.7 | % | |
Prior Year Occupancy 98% and Above (Tier 4) | 15,996 |
| | 70.0 | % | | 98.8 | % | | 99.7 | % | | (0.9 | )% | | 3.6 | % | |
Total Same-Communities | 26,737 |
| | 100.0 | % | | 97.0 | % | | 96.6 | % | | 0.4 | % | | 3.4 | % | |
Total New-Communities | 3,557 |
| | | | 95.5 | % | | | | | | | |
Total Communities | 30,294 |
| | | | 96.8 | % | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| |
NOTE: The same-community designation for leasing purposes is different than for financial statement purposes. A community is considered same-community for leasing when the Company has managed the leasing process for at least two leasing cycles, including the 2015/2016 leasing cycle. | |
|
| | |
| SAME-COMMUNITY LEASING BY REGION AND DISTANCE |
|
| | | | | | | | | | | | | | | | | | |
| | | | | | Opening Occupancy | | | | |
| Design Beds | | % of NOI | | | 2015 | | 2014 | | Ahead/(Behind) | | Opening Rate Growth |
| | | | | | | | | | | | |
Same-Communities - by Region (1) | | | | | | | | | | | | |
Mid-Atlantic | 5,811 |
| | 26.1 | % | | | 95.8 | % | | 95.0 | % | | 0.8 | % | | 3.6 | % |
Midwest | 2,636 |
| | 7.0 | % | | | 90.2 | % | | 93.6 | % | | (3.4 | )% | | 4.2 | % |
North | 3,206 |
| | 10.6 | % | | | 98.1 | % | | 99.3 | % | | (1.2 | )% | | 2.1 | % |
South Central | 7,076 |
| | 31.3 | % | | | 98.7 | % | | 98.8 | % | | (0.1 | )% | | 3.3 | % |
Southeast | 5,681 |
| | 15.8 | % | | | 97.9 | % | | 96.1 | % | | 1.8 | % | | 2.3 | % |
West | 2,327 |
| | 9.2 | % | | | 98.5 | % | | 95.4 | % | | 3.1 | % | | 4.1 | % |
Total Same-Communities | 26,737 |
| | 100.0 | % | | | 97.0 | % | | 96.6 | % | | 0.4 | % | | 3.4 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Same-Communities - by Distance from Campus | | | | | | | | | | | | |
0-0.2 miles | 16,292 |
| | 71.3 | % | | | 98.8 | % | | 97.9 | % | | 0.9 | % | | 3.4 | % |
0.21-0.49 miles | 2,144 |
| | 6.3 | % | | | 96.4 | % | | 97.1 | % | | (0.7 | )% | | 3.3 | % |
0.5-0.99 miles | 1,004 |
| | 3.2 | % | | | 90.1 | % | | 99.1 | % | | (9.0 | )% | | 1.8 | % |
1.0-1.99 miles | 5,437 |
| | 14.8 | % | | | 93.8 | % | | 92.0 | % | | 1.8 | % | | 3.8 | % |
2.0 & > miles | 1,860 |
| | 4.4 | % | | | 94.8 | % | | 97.9 | % | | (3.1 | )% | | 2.8 | % |
Total Same-Communities | 26,737 |
| | 100.0 | % | | | 97.0 | % | | 96.6 | % | | 0.4 | % | | 3.4 | % |
| | | | | | | | | | | | |
(1) See definition of regions on page 27. |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
|
| | |
| TOP EdR MARKETS AND STATES BY REVENUE |
|
|
*The data above is based on revenue for the twelve months ended September 30, 2015 and excludes properties that were sold during the period. |
(1) All revenue at the University of Kentucky is from ONE PlanSM assets. |
|
| | |
| TOP EdR MARKETS AND STATES BY REVENUE |
|
|
*The data above is based on revenue for the twelve months ended September 30, 2015 and excludes properties that were sold during the period. |
|
| |
| NEW SUPPLY AND ENROLLMENT - EdR MARKETS |
|
|
New supply growth expected to slow 20% from 2015 to 2016 |
EdR Market and Revenue Growth
|
|
*Enrollment projection represents the 3-year enrollment CAGR through 2014 for our markets. |
|
| |
| NEW SUPPLY AND ENROLLMENT - EdR MARKETS |
|
| | | | | | | | |
| | | | | | | | |
Owned Community Projected 2016 New Supply and Demand Information by Region | | |
| | | | | | | | |
Region (4) | Owned Beds (3) | Percentage of Owned Beds | EdR NOI % (1) | Enrollment Growth 3 Year CAGR - Universities Served | 2016 New Supply % | Variance | |
West | 3,544 | 11% | 12% | 1.5% | 0.5% | 1.0% | |
Mid Atlantic | 6,824 | 21% | 25% | 1.0% | 1.5% | (0.5)% | |
North | 3,206 | 10% | 8% | 0.2% | 1.1% | (0.9)% | |
South Central | 10,983 | 33% | 37% | 2.2% | 2.9% | (0.7)% | |
Southeast | 5,681 | 17% | 12% | 0.9% | 0.7% | 0.2% | |
Midwest | 2,636 | 8% | 6% | 1.6% | 1.5% | 0.1% | |
Total | 32,874 | 100% | 100% | 1.5% | 1.8% | (0.3)% | |
| | | | | | | | |
Region (4) | Anticipated 2016 Enrollment Growth (2) | 2016 Supply Growth | Variance | | | | | |
West | 2,900 | 761 | 2,139 | | | | | |
Mid Atlantic | 2,081 | 2,300 | (219) | | | | | |
North | 1,124 | 1,836 | (712) | | | | | |
South Central | 3,288 | 5,976 | (2,688) | | | | | |
Southeast | 1,269 | 1,791 | (522) | | | | | |
Midwest | 1,548 | 1,482 | 66 | | | | | |
Total | 12,210 | 14,146 | (1,936) | | | | | |
| | | | | | | | |
NOTE: Schedule represents all markets served by EdR communities and includes 2015 completed deliveries and acquisitions and all announced 2016 developments. Data was obtained from the National Center for Education Statistics, Axiometrics and local market data. | |
| |
(1) NOI is based on current 2015 forecast net operating income with proforma adjustments for 2015 and 2016 developments and acquisitions that have been operating for less than 12 months. | |
(2) Extrapolated from 2014 enrollment statistics from University Common Data Sets using the previous 3-year enrollment growth percentage. | |
(3) Total Owned Beds reported herein include Total Communities design beds on page 25 of 30,761 plus 2,113 beds at our 2016 deliveries at the University of Kentucky (1,141 beds), The Retreat at Blacksburg (622 beds) and the second phase at the Retreat at Oxford (350 beds) (also see page 18). | |
(4) See definition of regions on page 27. | |
|
| |
| NEW SUPPLY AND ENROLLMENT - EdR MARKETS |
|
| | | | | |
| | | | |
| | | | | |
Projected 2016 New Supply Sorted by Percentage Increase | | |
| | | | | |
New Supply Growth | University Markets | EdR Bed Count | Pro Forma EdR NOI %(1) |
0% | 13 | 34% | 15,453 | 47% | 47% |
0.1% to 1.0% | 8 | 21% | 4,245 | 13% | 12% |
1.0% - 3.0% | 10 | 26% | 7,449 | 23% | 21% |
3.0% - 5.0% | 4 | 11% | 2,559 | 8% | 11% |
> 5.0% | 3 | 8% | 3,168 | 9% | 9% |
Total | 38 | 100% | 32,874 | 100% | 100% |
| | | | | |
| | | | | |
University Markets with > 5% Increase in 2016 New Supply | | | |
| | | | | |
University | New Supply Increase | Pro Forma EdR NOI % | | | |
University of Mississippi | 8.2% | 4.3% | | | |
University of Tennessee | 6.9% | 2.0% | | | |
University of Louisville | 5.5% | 2.2% | | | |
| | 8.5% | | | |
| | | | | |
NOTE: Schedule represents all markets served by EdR communities and includes 2015 completed deliveries and acquisitions and all announced 2016 developments. Data was obtained from the National Center for Education Statistics, Axiometrics and local market data. |
(1) NOI is based on current 2015 forecast net operating income with proforma adjustments for 2015 and 2016 developments and acquisitions that have been operating for less than 12 months. |
|
| | |
| OWNED DEVELOPMENT SUMMARY - RECENT DELIVERIES |
|
| | | | | | | | | | | |
(Amounts in thousands except bed counts) | | | | |
| | | | | | |
August 2015 Delivered Communities | | | | |
| Project | Project Type | Bed Count | Total Project Development Cost | EdR's Ownership Percentage | EdR's Share of Development Cost |
| University of Kentucky - Woodland Glen III, IV & V | ONE Plan (1) | 1,610 |
| $ | 101,172 |
| 100% | $ | 101,172 |
|
| University of Georgia - Georgia Heights | Joint Venture (2) | 292 |
| 55,615 |
| 50% | 27,808 |
|
| University of Connecticut - The Oaks on the Square Ph IV | Wholly Owned | 391 |
| 45,000 |
| 100% | 45,000 |
|
| University of Louisville - The Retreat at Louisville | Joint Venture | 656 |
| 45,000 |
| 75% | 33,750 |
|
| Total - August 2015 Delivered Communities | | 2,949 |
| $ | 246,787 |
| | $ | 207,730 |
|
| | | | | | |
| | | | | | |
| (1) The On-Campus Equity Plan, or The ONE Plan SM, is our equity program for universities, which allows universities to use EdR's equity and financial stability to develop and revitalize campus housing while preserving their credit capacity for other campus projects. The ONE Plan SM offers one service provider and one equity source to universities seeking to modernize on-campus housing to meet the needs of today's students. |
| (2) This project is not majority owned. As such, it will not be consolidated and we will recognize our portion of profits through equity in earnings on the income statement. |
|
| | |
| OWNED DEVELOPMENT SUMMARY |
|
| | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands except bed counts) | | | | | | | | | | | |
| | | | | | | | | | | |
Active Projects | Project Type | Bed Count | Estimated Start Date | Anticipated Completion Date | Total Project Development Cost | | EdR's Ownership Percentage | EdR's Share of Development Cost | | EdR's Share of Development Cost to be Funded | |
University of Kentucky - Limestone Park I & II(1) | ONE Plan (2) | 1,141 |
| In progress | Summer 2016 | $ | 83,911 |
| | 100 | % | $ | 83,911 |
| | $ | 49,282 |
| |
University of Mississippi - The Retreat - Phase II | Wholly Owned | 350 |
| In progress | Summer 2016 | 26,161 |
| | 100 | % | 26,161 |
| | 19,112 |
| |
Virginia Tech - Retreat at Blacksburg - Phase I | Joint Venture | 622 |
| In progress | Summer 2016 | 48,325 |
| | 75 | % | 36,244 |
| | 24,725 |
| |
Total - 2016 Deliveries | | 2,113 |
| | | $ | 158,397 |
| | | $ | 146,316 |
| | $ | 93,119 |
| |
| | | | | | | | | | | |
University of Kentucky - University Flats | ONE Plan (2) | 771 |
| In progress | Summer 2017 | $ | 74,038 |
| | 100 | % | $ | 74,038 |
| | $ | 69,989 |
| |
Virginia Tech - Retreat at Blacksburg - Phase II | Joint Venture | 207 |
| Summer 2016 | Summer 2017 | 16,108 |
| | 75 | % | 12,081 |
| | 12,081 |
| |
Boise State University | ONE Plan (2) | 656 |
| Fall 2015 | Summer 2017 | $ | 39,763 |
| | 100 | % | $ | 39,763 |
| | $ | 39,763 |
| |
Total - 2017 Deliveries | | 1,634 |
| | | $ | 129,909 |
| | | $ | 125,882 |
| | $ | 121,833 |
| |
| | | | | | | | | | | |
Total Active Projects | | 3,747 |
| | | $ | 288,306 |
| | | $ | 272,198 |
| | $ | 214,952 |
| |
| | | | | | | | | | | |
Recently Awarded - 2017 Deliveries | Project Type | Bed Count | Total Project Development Cost | | | | | | | | |
University of Kentucky - Honors College | ONE Plan (2) | 350 |
| $ | 27,000 |
| | | | | | | | |
| | | | | | | | | | | |
NOTE: The initiation and completion of an awarded project that has not begun construction is contingent upon execution of transactional documents, including such items as development agreements, construction agreements and ground leases. EdR will not be proceeding with the awarded ONE Plan development at Arkansas State University as the revised requirements of the university and a new selected site made the project infeasible.
| |
(1) This project, once complete, will consist of multiple communities. | |
(2) The On-Campus Equity Plan, or The ONE PlanSM, is our equity program for universities, which allows universities to use EdR's equity and financial stability to develop and revitalize campus housing while preserving their credit capacity for other campus projects. The ONE PlanSM offers one service provider and one equity source to universities seeking to modernize on-campus housing to meet the needs of today's students. | |
|
| |
Note: Announced developments of $299 million and amount already funded of $57 million are as of September 30, 2015. |
(1) Assumed 35% debt to fund remaining development spend. |
(2) 2014 dispositions had an average cap rate of 6.2%. |
|
| | |
| THIRD-PARTY DEVELOPMENT SUMMARY |
|
| | | | | | | | | | | | | | | | | | | |
(Amounts in thousands except bed counts) | | | | | | |
| | | | | | | | |
| | | | | | | | |
THIRD-PARTY PROJECTS | | | | | | | | |
Active Projects | Bed Count | Estimated Start Date | Anticipated Completion Date | Project Development Cost | Total Project Fees | Fees Earned Prior Year (1) | Fees Earned Nine Months Ended September 30, 2015 (1) | Remaining Fees to Earn |
University of Cal. Berkeley - Bowles Hall | 186 |
| Summer 2015 | Summer 2016 | $ | 35,947 |
| $ | 1,768 |
| $ | — |
| $ | 264 |
| $ | 1,504 |
|
Clarion University of Pennsylvania | 728 |
| Spring 2014 | (2) | 55,104 |
| 2,092 |
| 931 |
| 1,005 |
| 156 |
|
East Stroudsburg University - Pennsylvania Ph II | 488 |
| Spring 2016 | Summer 2017 | TBD |
| TBD |
| — |
| — |
| TBD |
|
Texas A&M - Commerce | 480 |
| Summer 2016 | Summer 2017 | TBD |
| TBD |
| — |
| — |
| TBD |
|
Total | 1,882 |
|
|
| $ | 91,051 |
| $ | 3,860 |
| $ | 931 |
| $ | 1,269 |
| $ | 1,660 |
|
|
NOTE: The initiation and completion of an awarded project that has not begun construction is contingent upon execution of transactional documents, including such items as development agreements and ground leases, and obtaining financing. |
| | | | | | | | |
(1) Amount may not tie to third-party development services revenue on the statement of operations as this schedule only includes fees earned on projects that are in progress or recently completed. |
(2) The first phase of the project at Clarion University of Pennsylvania for collegiate housing delivered in August 2015, the second phase of the project for collegiate housing is scheduled to deliver in December 2015 and a third phase of the project for other capital improvements is scheduled to deliver in the summer of 2016. |
|
| | | | | | | | | | | | | | | |
| | | | | | | | | |
as of September 30, 2015 | | | | | | Principal Outstanding | Weighted Average Interest Rate | Average Term to Maturity (in years) | |
(Amounts in thousands) | | | | | | |
| | | | | | |
| | | | | | |
Total Debt to Gross Assets | | | | | Fixed Rate - Mortgage Debt | $ | 138,414 |
| 5.5 | % | 2.4 |
| |
Debt(1) | $ | 890,727 |
| | | | Variable Rate - Mortgage Debt | 33,825 |
| 2.4 | % | 0.8 |
| |
Gross Assets(2) | 2,233,983 |
| | | | Variable Rate - Construction Debt | 59,988 |
| 2.2 | % | 1.9 |
| |
Debt to Gross Assets | 39.9 | % | | | | Fixed Rate - 5 Yr. Unsecured Term Loan (6) | 65,000 |
| 2.9 | % | 3.3 |
| |
| | | | | Fixed Rate - 7 Yr. Unsecured Term Loan (6) | 122,500 |
| 3.9 | % | 5.3 |
| |
Net Debt to Enterprise Value | | | | | Fixed Rate - Unsecured Senior Notes | 250,000 |
| 4.6 | % | 9.2 |
| |
Net Debt(1) | $ | 876,558 |
| | | | Variable Rate - Unsecured Revolving Credit Facility | 221,000 |
| 1.5 | % | 3.1 |
| |
Market Equity (3) | 1,604,022 |
| | | | Debt(1) / Weighted Average | $ | 890,727 |
| 3.5 | % | 4.9 |
| |
Enterprise Value | $ | 2,480,580 |
| | | | Less: Cash | 14,169 |
| | | |
| | | | | Net Debt | $ | 876,558 |
| | | |
Net Debt to Enterprise Value | 35.3 | % | |
| | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Interest Coverage (TTM)(4) | 4.8x | |
| | | | | | |
Net Debt to EBITDA - Adjusted (TTM)(5) | 6.3x | |
| | |
| | | |
Variable Rate Debt to Total Debt | 35.3% | |
| | | | | | |
| | | | | |
| | | |
| | | | | | | | | |
(1) Excludes unamortized debt premium of $0.9 million. |
(2) Excludes accumulated depreciation of $257.6 million. |
(3) Market equity includes 48,362,091 shares of the Company's common stock and 318,403 units outstanding, which are convertible into common shares, and is calculated using $32.95 per share, the closing price of the Company's common stock on September 30, 2015. |
(4) Equals Adjusted EBITDA of $112.3 million divided by interest expense of $23.2 million. See page 24 for reconciliation to Adjusted EBITDA. |
(5) Net Debt to EBITDA - Adjusted is calculated to normalize the impact of non-income producing construction debt. In the calculation, Net Debt is total debt (excluding the unamortized debt premium) less cash and excludes non income-producing debt related to assets under development at time of calculation. EBITDA is Proforma Adjusted EBITDA, which includes proforma adjustments to reflect all acquisitions, development deliveries and dispositions as if such had occurred at the beginning of the 12 month period being presented. |
(6) The Trust entered into interest rate swaps to effectively fix the interest rate on the term loans. The weighted average interest rates reflect the swapped (fixed) rate plus the current margin. |
|
| | | | | | | | | | | | | | | | | | |
Weighted Average Interest Rate of Debt Maturing Each Year (2) |
| | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
Fixed Rate Debt | | 4.2% | | 5.5% | | —% | | 4.3% | | 5.7% | | 3.9% | | —% | | —% | | 4.6% |
Variable Rate Debt | | 2.4% | | 2.2% | | 1.5% | | 2.2% | | —% | | —% | | —% | | —% | | —% |
Total Debt | | 3.1% | | 3.5% | | 1.5% | | 4.3% | | 5.7% | | 3.9% | | —% | | —% | | 4.6% |
| | | | | | | | | | | | | | | | | | |
(1) The unsecured revolving credit facility has an initial maturity of November 19, 2018 and has a one-year extension option that may be exercised if certain conditions are met. |
(2) The Trust entered into interest rate swaps to effectively fix the interest rate on the term loans. The weighted average interest rates reflect the swapped (fixed) rate plus the current margin. |
|
| | | |
| | UNSECURED SENIOR NOTE COVENANTS |
|
| | | | | | |
as of September 30, 2015 | | | | |
(Amounts in thousands) | | | | |
| | | | |
Unsecured Senior Note Covenants(1) | Requirement | | Current Ratio | |
Total Debt to Total Asset Value | ≤ 60% | | 40.1% | |
Secured Debt to Total Asset Value | ≤ 40% | | 10.5% | |
Unencumbered Asset Value to Unsecured Debt | > 150% | | 270.1% | |
Interest Coverage | > 1.5x | | 3.64x | |
| | | | |
| | | | |
Calculation of Interest Coverage Ratio: | | | | |
Adjusted Pro Forma EBITDA - TTM: | | | | |
EdR Adjusted EBITDA(2) | $ | 112,289 |
| | | |
Pro forma Adjustments - acquisitions & dispositions (1) | 2,964 |
| | | |
Total Adjusted Pro Forma EBITDA - TTM | $ | 115,253 |
|
| | |
| | | | |
Pro Forma Interest Expense - TTM: | | | | |
Interest expense | $ | 23,195 |
| | | |
Add back: Capitalized interest | 5,932 |
| | | |
Pro forma adjustments(1) | 2,563 |
| | | |
Pro forma interest expense - TTM | $ | 31,690 |
|
| | |
| | | | |
Interest Coverage | 3.64x |
| | | |
| | | | |
(1) Computed in accordance with the First Supplemental Indenture filed November 24, 2014 with the SEC. |
(2) See page 24 for a reconciliation to EdR Adjusted EBITDA. |
|
| | |
| RECONCILIATION OF NON-GAAP MEASURES |
|
| | | | | | | | | | | | | | | | | |
(Amounts in thousands) | | Nine Months | | Plus: Year | | Less: Nine | | Trailing Twelve | |
| | Ended | | Ended | | Months Ended | | Months Ended | |
Adjusted EBITDA and Pro Forma Adjusted EBITDA: | | September 30, 2015 | | December 31, 2014 | | September 30, 2014 | | September 30, 2015 | |
Net income attributable to common shareholders | | $ | 5,138 |
| | $ | 47,055 |
| | $ | 24,658 |
| | $ | 27,535 |
| |
Straight line adjustment for ground leases | | 3,596 |
| | 4,835 |
| | 3,634 |
| | 4,797 |
| |
Acquisition costs | | 293 |
| | 1,058 |
| | 1,058 |
| | 293 |
| |
Depreciation and amortization | | 49,605 |
| | 58,974 |
| | 42,928 |
| | 65,651 |
| |
Loss on impairment of collegiate housing assets | | — |
| | 12,734 |
| | 12,734 |
| | — |
| |
Gain on sale of collegiate housing assets | | — |
| | (33,231 | ) | | (19,322 | ) | | (13,909 | ) | |
Gain on insurance settlement | | — |
| | (8,133 | ) | | (8,133 | ) | | — |
| |
Interest expense | | 17,615 |
| | 20,656 |
| | 15,076 |
| | 23,195 |
| |
Amortization of deferred financing costs | | 1,527 |
| | 2,156 |
| | 1,533 |
| | 2,150 |
| |
Interest income | | (144 | ) | | (190 | ) | | (152 | ) | | (182 | ) | |
Interest on loan to participating development | | — |
| | (6,486 | ) | | (6,486 | ) | | — |
| |
Loss on extinguishment of debt | | — |
| | 3,543 |
| | 892 |
| | 2,651 |
| |
Income tax expense (benefit) | | 325 |
| | 261 |
| | 598 |
| | (12 | ) | |
Noncontrolling interests | | (86 | ) | | 599 |
| | 393 |
| | 120 |
| |
Adjusted EBITDA | | $ | 77,869 |
| | $ | 103,831 |
| | $ | 69,411 |
| | $ | 112,289 |
| |
Annualize acquisitions, developments and dispositions(1) | | — |
| | — |
| | — |
| | 15,626 |
| |
Pro Forma Adjusted EBITDA | | $ | 77,869 |
| | $ | 103,831 |
| | $ | 69,411 |
| | $ | 127,915 |
| |
| | | | | | | | | |
(1) Pro forma adjustment to reflect all acquisitions, development deliveries and dispositions as if such transactions had occurred on the first day of the period presented. |
|
| | |
| COMMUNITY LISTING - OWNED |
|
| | | | | | | | | | | | | | | | |
Name | | Primary University Served | | Acquisition/Development Date | | # of Beds | | Name | | Primary University Served | | Acquisition/Development Date | | # of Beds |
Players Club | | Florida State University | | Jan '05 | | 336 |
| | The Centre at Overton Park | | Texas Tech University | | Dec '12 | | 400 |
|
The Commons | | Florida State University | | Jan '05 | | 732 |
| | The Oaks on the Square | | University of Connecticut | | Aug '12, Aug '13 | | 503 |
|
University Towers | | North Carolina State University | | Jan '05 | | 889 |
| | 3949 | | Saint Louis University | | Aug '13 | | 256 |
|
The Reserve on Perkins | | Oklahoma State University | | Jan '05 | | 732 |
| | Central Hall I (ONE Plan) | | University of Kentucky | | Aug '13 | | 301 |
|
The Pointe | | Pennsylvania State University | | Jan '05 | | 984 |
| | Central Hall II (ONE Plan) | | University of Kentucky | | Aug '13 | | 300 |
|
The Lofts | | University of Central Florida | | Jan '05 | | 730 |
| | 2400 Nueces (ONE Plan) | | University of Texas at Austin | | Aug '13 | | 655 |
|
The Reserve at Athens | | University of Georgia | | Jan '05 | | 612 |
| | Roosevelt Point | | Arizona State University- Downtown Phoenix | | Aug '13 | | 609 |
|
The Reserve at Columbia |
| University of Missouri |
| Jan '05 |
| 676 |
| | The Retreat at Oxford | | University of Mississippi | | Aug '13 | | 668 |
|
Commons at Knoxville |
| University of Tennessee |
| Jan '05 |
| 708 |
| | The Retreat at State College | | Pennsylvania State University | | Sept '13 | | 587 |
|
Campus Creek |
| University of Mississippi |
| Feb '05 |
| 636 |
| | The Cottages on Lindberg | | Purdue University | | Sept '13 | | 745 |
|
Campus Lodge |
| University of Florida |
| Jun '05 |
| 1,115 |
| | The Varsity | | University of Michigan | | Dec '13 | | 416 |
|
Cape Trails |
| Southeast Missouri State University |
| Jan '06 |
| 360 |
| | | | Total Same-Communities(2) | | | | 23,079 |
|
Carrollton Crossing |
| University of West Georgia |
| Jan '06 |
| 336 |
| | | | | | | |
|
River Pointe |
| University of West Georgia |
| Jan '06 |
| 504 |
| | The Lotus(1) | | University of Colorado, Boulder | | Nov '11, Aug '14 | | 235 |
|
The Reserve at Saluki Pointe |
| Southern Illinois University |
| Aug '08, Aug '09 |
| 768 |
| | 605 West(1) | | Duke University | | Aug '14 | | 384 |
|
University Village on Colvin (ONE Plan) |
| Syracuse University |
| Aug '09 |
| 432 |
| | 109 Tower(1) | | Florida International University | | Aug '14 | | 542 |
|
GrandMarc at The Corner |
| University of Virginia |
| Oct '10 |
| 641 |
| | The Oaks on the Square- Ph III(1) | | University of Connecticut | | Aug '14 | | 116 |
|
Wertland Square |
| University of Virginia |
| Mar '11 |
| 152 |
| | Champions Court I (ONE Plan)(1) | | University of Kentucky | | Aug '14 | | 740 |
|
Jefferson Commons |
| University of Virginia |
| Mar '11 |
| 82 |
| | Champions Court II (ONE Plan)(1) | | University of Kentucky | | Aug '14 | | 427 |
|
The Berk on College |
| University of California, Berkeley |
| May '11 |
| 122 |
| | Haggin Hall (ONE Plan)(1) | | University of Kentucky | | Aug '14 | | 396 |
|
The Berk on Arch |
| University of California, Berkeley |
| May '11 |
| 43 |
| | Woodland Glen I (ONE Plan)(1) | | University of Kentucky | | Aug '14 | | 409 |
|
University Village Towers |
| University of California, Riverside |
| Sept '11 |
| 554 |
| | Woodland Glen II (ONE Plan)(1) | | University of Kentucky | | Aug '14 | | 409 |
|
Irish Row |
| University of Notre Dame |
| Nov '11 |
| 326 |
| | The District on Apache(2) | | Arizona State University- Tempe | | Sept '14 | | 900 |
|
GrandMarc at Westberry Place (ONE Plan) |
| Texas Christian University |
| Dec '11 |
| 562 |
| | Commons on Bridge (2)(3) | | University of Tennessee | | June '15 | | 150 |
|
The Reserve on Stinson |
| University of Oklahoma |
| Jan '12 |
| 612 |
| | Oaks on the Square - Ph IV(2) | | University of Connecticut | | Aug '15 | | 391 |
|
Campus West (ONE Plan) |
| Syracuse University |
| Aug '12 |
| 313 |
| | The Retreat at Louisville(2) | | University of Louisville | | Aug '15 | | 656 |
|
East Edge |
| University of Alabama |
| Aug '12 |
| 774 |
| | Woodland Glen III (ONE Plan)(2) | | University of Kentucky | | Aug '15 | | 782 |
|
The Province |
| East Carolina University |
| Sept '12 |
| 728 |
| | Woodland Glen IV (ONE Plan)(2) | | University of Kentucky | | Aug '15 | | 578 |
|
The District on 5th |
| University of Arizona |
| Oct '12 |
| 764 |
| | Woodland Glen V (ONE Plan)(2) | | University of Kentucky | | Aug '15 | | 250 |
|
Campus Village | | Michigan State University | | Oct '12 | | 355 |
| | The Province Boulder(3) | | University of Colorado, Boulder | | Sept '15 | | 317 |
|
The Province | | Kent State University | | Nov '12 | | 596 |
| | | | Total New-Communities | | | | 7,682 |
|
The Suites at Overton Park | | Texas Tech University | | Dec '12 | | 465 |
| | | | Total Owned-Communities | | | | 30,761 |
|
| | | | | | | | | | | | | |
|
(1) The same-community designation for leasing purposes is different than for financial reporting purposes. These communities are considered same-community for 2015/2016 leasing purposes, as the Company managed the leasing process for both the 2014/2015 and 2015/2016 lease cycles. Total same-community beds for leasing purposes is 26,737. |
(2) This property is considered new for purposes of leasing, as we did not manage the leasing process for the 2014/2015 lease year. |
(3) The Company acquired this property after leasing for the 2015/2016 lease year was complete. Such property is not included in our opening leasing results. |
|
| | | | |
Executive Management | | | |
| Randy Churchey | Chief Executive Officer | | |
| Tom Trubiana | President | | |
| Bill Brewer | Chief Financial Officer | | |
| Christine Richards | Chief Operating Officer | | |
| Lindsey Mackie | Chief Accounting Officer | | |
| J. Drew Koester | Senior Vice President - Capital Markets and Investor Relations | |
| | | | |
Corporate Headquarters | | | |
| EdR | | | |
| 999 South Shady Grove Road, Suite 600 | | | |
| Memphis, TN 38120 | | | |
| (901) 259-2500 | | | |
| | | | |
Covering Analysts | | | |
| Firm | Analyst | Contact # | Email |
| Bank of America - Merrill | Jana Galan | (646) 855-3081 | jana.galan@baml.com |
| CANACCORD|Genuity | Ryan Meliker | (212) 389-8094 | rmeliker@canaccordgenuity.com |
| Green Street Advisors | Dave Bragg | (949) 706-8142 | dbragg@greenstreetadvisors.com |
| Goldman Sachs | Andrew Rosivach | (212) 902-2796 | andrew.rosivach@gs.com |
| Hilliard Lyons | Carol Kemple | (502) 588-1839 | ckemple@hilliard.com |
| J.P. Morgan Securities Inc. | Anthony Paolone | (212) 622-6682 | anthony.paolone@jpmorgan.com |
| JMP Securities | Aaron Hecht | (415) 835-3963 | ahecht@jmpsecurities.com |
| KeyBanc Capital Markets | Jordan Sadler | (917) 368-2280 | jsadler@keybanccm.com |
| RBC Capital Market | Wes Golladay | (440) 715-2650 | wes.golladay@rbccm.com |
| Robert W Baird & Co. | Drew Babin | (215) 553-7816 | dbabin@rwbaird.com |
| Sandler O'Neill + Partners, L.P. | Alex Goldfarb | (212) 466-7937 | agoldfarb@sandleroneill.com |
| Stifel Nicolaus & Company Inc. | Rod Petrik | (443) 224-1306 | rpetrik@stifel.com |
| UBS Securities | Ross Nussbaum | (212) 713-2484 | ross.nussbaum@ubs.com |
| Wunderlich Securities | Craig Kucera | (540) 277-3366 | ckucera@wundernet.com |
|
| |
| |
Design beds | Represents the sum of the monthly design beds in the portfolio during the period. |
| |
FFO | Funds from operations as defined by the National Association of Real Estate Investment Trusts. |
| |
GAAP | U.S. generally accepted accounting principles. |
| |
Net apartment rent per occupied bed (NarPOB) | Represents GAAP net apartment rent for the respective period divided by the sum of occupied beds in the portfolio for each month included in the period reported. |
| |
Net debt to EBITDA - adjusted | Net debt to EBITDA - adjusted is calculated to normalize the impact of non-producing construction debt. In the calculation, net debt is total debt less cash and excludes non-producing debt related to assets under development at time of calculation. EBITDA is Pro Forma Adjusted EBITDA, which includes proforma adjustments to reflect all acquisitions, dispositions and development assets that are open as if such had occurred at the beginning of the 12 month period being presented. |
| |
Operating expense per bed | Represents community-level operating expenses excluding management fees, depreciation and amortization. |
| |
Other income per available bed | Represents other GAAP-based income for the respective period divided by the sum of the design beds in the portfolio for each of the included months. Other income includes service/application fees, late fees, termination fees, parking fees, transfer fees, damage recovery, utility recovery, and other misc. |
| |
Physical occupancy | Represents a weighted average of the month end occupancies for each month included in the period reported. |
| |
Regional Definitions | Regions are defined as follows: Mid-Atlantic: North Carolina, Pennsylvania, Connecticut, New York, Virginia; Midwest: Oklahoma, Missouri; North: Michigan, Ohio, Indiana, Illinois; South Central: Texas, Tennessee, Mississippi, Kentucky; Southeast: Florida, Alabama, Georgia; West: Arizona, California, Colorado. |
| |
Revenue per occupied bed (RevPOB) | Represents total revenue (net apartment rent plus other income) for the respective period divided by the sum of occupied beds in the portfolio for each month included in the period reported. |
| |
Same community | Includes communities that have been owned for more than a year as of the beginning of the current fiscal year. |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements about the Company’s business that are not historical facts are “forward-looking statements,” which relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters that they describe are subject to known and unknown risks and uncertainties that could cause the Company’s business, financial condition, liquidity, results of operations, Core FFO, FFO and prospects to differ materially from those expressed or implied by such statements. Such risks are set forth under the captions “Risk Factors,” “Forward-Looking Statements” and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in our most recent Annual Report on Form 10-K and our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and, except as otherwise may be required by law, the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise except as required by law.