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Section 1: 10-Q (10-Q)

Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 30, 2016.   
 
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From ______________________ to _________________________
  
Commission file number 001-32265 (American Campus Communities, Inc.)
Commission file number 333-181102-01 (American Campus Communities Operating Partnership, L.P.)
 
AMERICAN CAMPUS COMMUNITIES, INC.
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
 
 Maryland (American Campus Communities, Inc.)
Maryland (American Campus Communities Operating
Partnership, L.P.)
 
 76-0753089 (American Campus Communities, Inc.)
56-2473181 (American Campus Communities Operating
Partnership, L.P.)
 (State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer Identification No.)
 
12700 Hill Country Blvd., Suite T-200
Austin, TX
(Address of Principal Executive Offices)
 
 
78738
(Zip Code)
 
(512) 732-1000
Registrant’s telephone number, including area code
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
American Campus Communities, Inc.
Yes x  No o
American Campus Communities Operating Partnership, L.P.
Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
American Campus Communities, Inc.
Yes x  No o
American Campus Communities Operating Partnership, L.P.
Yes x  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
American Campus Communities, Inc.                                                                                                                                    
Large accelerated filer x  
Accelerated Filer o



Non-accelerated filer   o     (Do not check if a smaller reporting company) 
Smaller reporting company o

American Campus Communities Operating Partnership, L.P.
Large accelerated filer o
Accelerated Filer o
Non-accelerated filer   x     (Do not check if a smaller reporting company) 
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
American Campus Communities, Inc.
Yes o  No x
American Campus Communities Operating Partnership, L.P
Yes o  No x
                                                                                           
There were 132,099,754 shares of the American Campus Communities, Inc.’s common stock with a par value of $0.01 per share outstanding as of the close of business on October 28, 2016.
 



EXPLANATORY NOTE
 
This report combines the reports on Form 10-Q for the quarterly period ended September 30, 2016 of American Campus Communities, Inc. and American Campus Communities Operating Partnership, L.P.  Unless stated otherwise or the context otherwise requires, references to “ACC” mean American Campus Communities, Inc., a Maryland real estate investment trust (“REIT”), and references to “ACCOP” mean American Campus Communities Operating Partnership, L.P., a Maryland limited partnership.  References to the “Company,” “we,” “us” or “our” mean collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP.  References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:
36557318_companyflowchart9302016a04.jpg 

The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of September 30, 2016, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties.  As of September 30, 2016, ACC owned an approximate 99.1% limited partnership interest in ACCOP.  As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management.  Management operates the Company and the Operating Partnership as one business. The management of ACC consists of the same members as the management of ACCOP. The Company is structured as an umbrella partnership REIT (“UPREIT”) and ACC contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, ACC receives a number of units of the Operating Partnership (“OP Units,” see definition below) 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 ACC Holdings and the common shares issued to the public. The Company believes that combining the reports on Form 10-Q of ACC and ACCOP into this single report provides the following benefits:
 
(1)
enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
(2)
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
(3)
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.




ACC consolidates ACCOP for financial reporting purposes, and ACC essentially has no assets or liabilities other than its investment in ACCOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. However, the Company believes it is important to understand the few differences between the Company and the Operating Partnership in the context of how the entities operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership. ACC also issues public equity from time to time and guarantees certain debt of ACCOP, as disclosed in this report. ACC does not have any indebtedness, as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.  Except for the net proceeds from ACC’s equity offerings, which are contributed to the capital of ACCOP in exchange for OP Units on a one-for-one common share per OP Unit basis, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include, but are not limited to, the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its credit facility, and proceeds received from the disposition of certain properties.  Noncontrolling interests, stockholders’ equity, and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements consist of the interests of unaffiliated partners in various consolidated joint ventures. The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and OP Unit holders of the Operating Partnership. The differences between stockholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. A single set of consolidated notes to such financial statements is presented that includes separate discussions for the Company and the Operating Partnership when applicable (for example, noncontrolling interests, stockholders’ equity or partners’ capital, earnings per share or unit, etc.).  A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents discrete information related to each entity, as applicable. This report also includes separate Part I, Item 4 Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
 
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company operates its business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
 



FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2016
 TABLE OF CONTENTS
 
 
PAGE NO.
 
 
PART I.
 
 
 
 
Item 1.
Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries:
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
 
 
 
 
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Statement of Changes in Equity for the nine months ended September 30, 2016 (unaudited)
 
 
 
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Financial Statements of American Campus Communities Operating Partnership, L.P. and Subsidiaries:
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
 
 
 
 
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Statement of Changes in Capital for the nine months ended September 30, 2016 (unaudited)
 
 
 
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (all unaudited)
 
 
 
 
Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries and American Campus Communities Operating Partnership, L.P. and Subsidiaries (unaudited)
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosure about Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
PART II.
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 
 
SIGNATURES
 


AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)



 
 
September 30, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,348,258

 
$
5,522,271

Wholly-owned properties held for sale
 
495,955

 
55,354

On-campus participating properties, net
 
87,212

 
90,129

Investments in real estate, net
 
5,931,425

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
32,393

 
16,659

Restricted cash
 
29,649

 
33,675

Student contracts receivable, net
 
16,650

 
18,475

Other assets
 
269,258

 
269,685

 
 
 
 
 
Total assets
 
$
6,279,375

 
$
6,006,248

 
 
 
 
 
Liabilities and equity
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
927,264

 
$
1,094,962

Unsecured notes
 
1,188,218

 
1,186,700

Unsecured term loans
 
348,810

 
597,719

Unsecured revolving credit facility
 
20,000

 
68,900

Accounts payable and accrued expenses
 
77,247

 
71,988

Other liabilities
 
199,887

 
144,811

Total liabilities
 
2,761,426

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 13)
 


 


 
 
 
 
 
Redeemable noncontrolling interests
 
63,718

 
59,511

 
 
 
 
 
Equity:
 
 

 
 

American Campus Communities, Inc. and Subsidiaries stockholders’ equity:
 
 

 
 

Common stock, $0.01 par value, 800,000,000 shares authorized, 131,827,424 and 112,350,877 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
 
1,319

 
1,124

Additional paid in capital
 
4,095,452

 
3,325,806

Treasury stock, at cost, 20,181 and 10,155 shares at September 30, 2016 and December 31, 2015, respectively
 
(975
)
 
(403
)
Accumulated earnings and dividends
 
(639,698
)
 
(550,501
)
Accumulated other comprehensive loss
 
(5,992
)
 
(5,830
)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity
 
3,450,106

 
2,770,196

Noncontrolling interests - partially owned properties
 
4,125

 
11,461

Total equity
 
3,454,231

 
2,781,657

 
 
 
 
 
Total liabilities and equity
 
$
6,279,375

 
$
6,006,248

 


See accompanying notes to consolidated financial statements.

1

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands, except share and per share data)




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016

2015
Revenues
 
 
 
 
 
 
 
 
Wholly-owned properties
 
$
185,694

 
$
170,275

 
$
546,078

 
$
517,641

On-campus participating properties
 
6,758

 
6,565

 
23,018

 
21,469

Third-party development services
 
773

 
937

 
3,929

 
3,178

Third-party management services
 
2,376

 
2,261

 
7,039

 
6,586

Resident services
 
810

 
778

 
2,325

 
2,309

Total revenues
 
196,411

 
180,816

 
582,389

 
551,183

 
 
 
 
 
 
 
 
 
Operating expenses
 
 

 
 

 
 

 
 

Wholly-owned properties
 
100,602

 
96,411

 
257,175

 
252,672

On-campus participating properties
 
3,784

 
3,557

 
10,125

 
9,167

Third-party development and management services
 
3,340

 
3,555

 
10,638

 
10,554

General and administrative
 
5,375

 
5,086

 
16,810

 
15,667

Depreciation and amortization
 
52,067

 
51,874

 
159,486

 
154,103

Ground/facility leases
 
1,965

 
1,782

 
6,736

 
5,841

Total operating expenses
 
167,133

 
162,265

 
460,970

 
448,004

 
 
 
 
 
 
 
 
 
Operating income
 
29,278

 
18,551

 
121,419

 
103,179

 
 
 
 
 
 
 
 
 
Nonoperating income and (expenses)
 
 

 
 

 
 

 
 

Interest income
 
1,272

 
1,099

 
4,026

 
3,296

Interest expense
 
(19,016
)
 
(21,053
)
 
(61,762
)
 
(63,627
)
Amortization of deferred financing costs
 
(1,344
)
 
(1,315
)
 
(5,238
)
 
(4,032
)
Gain from disposition of real estate
 

 
4,657

 
17,409

 
52,699

Loss from early extinguishment of debt
 

 

 

 
(1,770
)
Other nonoperating income
 

 
388

 

 
388

Total nonoperating expense
 
(19,088
)
 
(16,224
)
 
(45,565
)
 
(13,046
)
 
 
 
 
 
 
 
 
 
Income before income taxes
 
10,190

 
2,327

 
75,854

 
90,133

Income tax provision
 
(345
)
 
(311
)
 
(1,035
)
 
(932
)
Net income
 
9,845

 
2,016

 
74,819

 
89,201

Net income attributable to noncontrolling interests
 
 

 
 

 
 

 
 

Redeemable noncontrolling interests
 
(124
)
 
(69
)
 
(865
)
 
(1,062
)
Partially owned properties
 
(77
)
 
(92
)
 
(285
)
 
(507
)
Net income attributable to noncontrolling interests
 
(201
)
 
(161
)
 
(1,150
)
 
(1,569
)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
 
$
9,644

 
$
1,855

 
$
73,669

 
$
87,632

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 

 
 

 
 

 
 

Change in fair value of interest rate swaps and other
 
1,271

 
(1,420
)
 
(162
)
 
(2,443
)
Comprehensive income
 
$
10,915

 
$
435

 
$
73,507

 
$
85,189

 
 
 
 
 
 
 
 
 
Net income per share attributable to ACC, Inc. and Subsidiaries common stockholders
 
 

 
 

 
 

 
 

Basic
 
$
0.07

 
$
0.01

 
$
0.57

 
$
0.78

Diluted
 
$
0.07

 
$
0.01

 
$
0.56

 
$
0.77

 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
 

 
 

 
 

 
 

Basic
 
130,786,985

 
112,323,520

 
128,239,294

 
111,867,257

Diluted
 
131,568,371

 
112,980,208

 
129,034,401

 
113,911,864

 
 
 
 
 
 
 
 
 
Distributions declared per common share
 
$
0.42

 
$
0.40

 
$
1.24

 
$
1.18

 

See accompanying notes to consolidated financial statements.

2

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited, in thousands, except share data)



 
 
Common
Shares
 
Par Value of
Common
Shares
 
Additional Paid
in Capital
 
Treasury Stock
 
Treasury Stock at Cost
 
Accumulated
Earnings and
Dividends
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests –
Partially Owned
Properties
 
Total
Equity, December 31, 2015
 
112,350,877

 
$
1,124

 
$
3,325,806

 
10,155

 
$
(403
)
 
$
(550,501
)
 
$
(5,830
)
 
$
11,461

 
$
2,781,657

Adjustments to reflect redeemable noncontrolling interests at fair value
 

 

 
(10,481
)
 

 

 

 

 

 
(10,481
)
Amortization of restricted stock awards
 

 

 
7,093

 

 

 

 

 

 
7,093

Vesting of restricted stock awards and restricted stock units
 
130,701

 
1

 
(1,784
)
 
10,026

 
(572
)
 

 

 

 
(2,355
)
Distributions to common and restricted stockholders
 

 

 

 

 

 
(162,866
)
 

 

 
(162,866
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 

 

 
(366
)
 
(366
)
Increase in ownership of consolidated subsidiary
 

 

 

 

 

 

 

 
(7,311
)
 
(7,311
)
Conversion of operating partnership units to common stock
 
166,846

 
2

 
5,439

 

 

 

 

 

 
5,441

Net proceeds from sale of common stock
 
19,179,000

 
192

 
769,379

 

 

 

 

 

 
769,571

Change in fair value of interest rate swaps
 

 

 

 

 

 

 
(471
)
 

 
(471
)
Amortization of interest rate swap terminations
 

 

 

 

 

 

 
309

 

 
309

Contributions by noncontrolling partners
 

 

 

 

 

 

 

 
56

 
56

Net income
 

 

 

 

 

 
73,669

 

 
285

 
73,954

Equity, September 30, 2016
 
131,827,424


$
1,319


$
4,095,452

 
20,181

 
$
(975
)

$
(639,698
)

$
(5,992
)

$
4,125


$
3,454,231

 


See accompanying notes to consolidated financial statements.

3

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) 


 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Operating activities
 
 
 
 
Net income
 
$
74,819

 
$
89,201

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Gains from disposition of real estate
 
(17,409
)
 
(52,699
)
Gain from insurance settlement
 

 
(388
)
Loss from early extinguishment of debt
 

 
1,770

Depreciation and amortization
 
159,486

 
154,103

Amortization of deferred financing costs and debt premiums/discounts
 
(4,053
)
 
(4,726
)
Share-based compensation
 
7,820

 
6,335

Income tax provision
 
1,035

 
932

Amortization of interest rate swap terminations
 
309

 
308

Changes in operating assets and liabilities:
 
 

 
 

Restricted cash
 
(734
)
 
(2,286
)
Student contracts receivable, net
 
1,750

 
(15,051
)
Other assets
 
(5,112
)
 
(16,852
)
Accounts payable and accrued expenses
 
2,769

 
(9,164
)
Other liabilities
 
22,157

 
27,454

Net cash provided by operating activities
 
242,837

 
178,937

 
 
 
 
 
Investing activities
 
 

 
 

Proceeds from disposition of properties
 
72,640

 
427,205

Cash paid for acquisition of operating and under development properties
 
(96,604
)
 
(298,202
)
Cash paid for land acquisitions
 
(856
)
 
(41,855
)
Capital expenditures for wholly-owned properties
 
(45,155
)
 
(70,022
)
Investments in wholly-owned properties under development
 
(284,777
)
 
(140,725
)
Capital expenditures for on-campus participating properties
 
(2,510
)
 
(2,389
)
Investment in direct financing lease
 
(7,837
)
 

Decrease in escrow deposits for real estate investments
 
5,141

 
87

Change in restricted cash related to capital reserves
 
(1,099
)
 
3,156

Proceeds from insurance settlement
 

 
388

Increase in ownership of consolidated subsidiary
 

 
(1,708
)
Purchase of corporate furniture, fixtures and equipment
 
(4,681
)
 
(6,579
)
Net cash used in investing activities
 
(365,738
)
 
(130,644
)
 
 
 
 
 
Financing activities
 
 

 
 

Proceeds from unsecured notes
 

 
399,244

Proceeds from sale of common stock
 
803,189

 
216,666

Offering costs
 
(32,912
)
 
(3,250
)
Pay-off of mortgage and construction loans
 
(152,597
)
 
(244,771
)
Loss from early extinguishment of debt
 

 
(1,770
)
Pay-off of unsecured term loans
 
(400,000
)
 

Proceeds from unsecured term loan
 
150,000

 

Proceeds from revolving credit facility
 
123,400

 
626,300

Pay downs of revolving credit facility
 
(172,300
)
 
(868,800
)
Proceeds from construction loans
 

 
258

Scheduled principal payments on debt
 
(11,514
)
 
(10,717
)
Debt issuance and assumption costs
 
(744
)
 
(2,725
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,878
)
Distributions to common and restricted stockholders
 
(162,866
)
 
(133,354
)
Distributions to noncontrolling partners
 
(2,044
)
 
(2,328
)
Net cash provided by (used in) financing activities
 
138,635

 
(28,125
)
 
 
 
 
 
Net change in cash and cash equivalents
 
15,734

 
20,168

Cash and cash equivalents at beginning of period
 
16,659

 
25,062

Cash and cash equivalents at end of period
 
$
32,393

 
$
45,230

 
 
 
 
 
 
 
 
 
 

4

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) 


 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

Loans assumed in connection with property acquisitions
 
$
(10,012
)
 
$
(69,423
)
Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
Change in fair value of derivative instruments, net
 
$
(471
)
 
$
(2,443
)
Change in fair value of redeemable noncontrolling interests
 
$
(10,481
)
 
$
5,352

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

Interest paid
 
$
69,884

 
$
74,620

 

See accompanying notes to consolidated financial statements.

5

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)



 
 
September 30, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,348,258

 
$
5,522,271

Wholly-owned properties held for sale
 
495,955

 
55,354

On-campus participating properties, net
 
87,212

 
90,129

Investments in real estate, net
 
5,931,425

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
32,393

 
16,659

Restricted cash
 
29,649

 
33,675

Student contracts receivable, net
 
16,650

 
18,475

Other assets
 
269,258

 
269,685

 
 
 
 
 
Total assets
 
$
6,279,375

 
$
6,006,248

 
 
 
 
 
Liabilities and capital
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
927,264

 
$
1,094,962

Unsecured notes
 
1,188,218

 
1,186,700

Unsecured term loans
 
348,810

 
597,719

Unsecured revolving credit facility
 
20,000

 
68,900

Accounts payable and accrued expenses
 
77,247

 
71,988

Other liabilities
 
199,887

 
144,811

Total liabilities
 
2,761,426

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 13)
 


 


 
 
 
 
 
Redeemable limited partners
 
63,718

 
59,511

 
 
 
 
 
Capital:
 
 

 
 

Partners’ capital:
 
 

 
 

General partner - 12,222 OP units outstanding at both September 30, 2016 and December 31, 2015
 
85

 
93

Limited partner - 131,835,383 and 112,348,810 OP units outstanding at September 30, 2016 and December 31, 2015, respectively
 
3,456,013

 
2,775,933

Accumulated other comprehensive loss
 
(5,992
)
 
(5,830
)
Total partners’ capital
 
3,450,106

 
2,770,196

Noncontrolling interests - partially owned properties
 
4,125

 
11,461

Total capital
 
3,454,231

 
2,781,657

 
 
 
 
 
Total liabilities and capital
 
$
6,279,375

 
$
6,006,248

 


See accompanying notes to consolidated financial statements.

6

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands, except unit and per unit data)




 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues
 
 
 
 
 
 
 
 
Wholly-owned properties
 
$
185,694

 
$
170,275

 
$
546,078

 
$
517,641

On-campus participating properties
 
6,758

 
6,565

 
23,018

 
21,469

Third-party development services
 
773

 
937

 
3,929

 
3,178

Third-party management services
 
2,376

 
2,261

 
7,039

 
6,586

Resident services
 
810

 
778

 
2,325

 
2,309

Total revenues
 
196,411

 
180,816

 
582,389

 
551,183

 
 
 
 
 
 
 
 
 
Operating expenses
 
 

 
 

 
 

 
 

Wholly-owned properties
 
100,602

 
96,411

 
257,175

 
252,672

On-campus participating properties
 
3,784

 
3,557

 
10,125

 
9,167

Third-party development and management services
 
3,340

 
3,555

 
10,638

 
10,554

General and administrative
 
5,375

 
5,086

 
16,810

 
15,667

Depreciation and amortization
 
52,067

 
51,874

 
159,486

 
154,103

Ground/facility leases
 
1,965

 
1,782

 
6,736

 
5,841

Total operating expenses
 
167,133

 
162,265

 
460,970

 
448,004

 
 
 
 
 
 
 
 
 
Operating income
 
29,278

 
18,551

 
121,419

 
103,179

 
 
 
 
 
 
 
 
 
Nonoperating income and (expenses)
 
 

 
 

 
 

 
 

Interest income
 
1,272

 
1,099

 
4,026

 
3,296

Interest expense
 
(19,016
)
 
(21,053
)
 
(61,762
)
 
(63,627
)
Amortization of deferred financing costs
 
(1,344
)
 
(1,315
)
 
(5,238
)
 
(4,032
)
Gain from disposition of real estate
 

 
4,657

 
17,409

 
52,699

Loss from early extinguishment of debt
 

 

 

 
(1,770
)
Other nonoperating income
 

 
388

 

 
388

Total nonoperating expense
 
(19,088
)
 
(16,224
)
 
(45,565
)
 
(13,046
)
Income before income taxes
 
10,190

 
2,327

 
75,854

 
90,133

Income tax provision
 
(345
)
 
(311
)
 
(1,035
)
 
(932
)
Net income
 
9,845

 
2,016

 
74,819

 
89,201

Net income attributable to noncontrolling interests – partially owned properties
 
(77
)
 
(92
)
 
(285
)
 
(507
)
Net income attributable to American Campus Communities Operating Partnership, L.P.
 
9,768

 
1,924

 
74,534

 
88,694

Series A preferred unit distributions
 
(36
)
 
(44
)
 
(115
)
 
(132
)
Net income attributable to common unitholders
 
$
9,732

 
$
1,880

 
$
74,419

 
$
88,562

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 

 
 

 
 

 
 

Change in fair value of interest rate swaps and other
 
1,271

 
(1,420
)
 
(162
)
 
(2,443
)
Comprehensive income
 
$
11,003

 
$
460

 
$
74,257

 
$
86,119

 
 
 
 
 
 
 
 
 
Net income per unit attributable to common unitholders
 
 

 
 

 
 

 
 

Basic
 
$
0.07

 
$
0.01

 
$
0.57

 
$
0.77

Diluted
 
$
0.07

 
$
0.01

 
$
0.56

 
$
0.77

 
 
 
 
 
 
 
 
 
Weighted-average common units outstanding
 
 

 
 

 
 

 
 

Basic
 
132,008,227

 
113,766,243

 
129,517,442

 
113,222,867

Diluted
 
132,789,613

 
114,422,931

 
130,312,549

 
113,911,864

 
 
 
 
 
 
 
 
 
Distributions declared per Common Unit
 
$
0.42

 
$
0.40

 
$
1.24

 
$
1.18

 

See accompanying notes to consolidated financial statements.

7

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL
(unaudited, in thousands, except unit data)



 
 
 
 
 
 
 
 
 
 
Accumulated
 
Noncontrolling
 
 
 
 
 
 
 
 
Other
 
Interests -
 
 

 
 
General Partner
 
Limited Partner
 
Comprehensive
 
Partially Owned
 
 

 
 
Units
 
Amount
 
Units
 
Amount
 
Loss
 
Properties
 
Total
Capital, December 31, 2015
 
12,222

 
$
93

 
112,348,810

 
$
2,775,933

 
$
(5,830
)
 
$
11,461

 
$
2,781,657

Adjustments to reflect redeemable limited partners’ interest at fair value
 

 

 

 
(10,481
)
 

 

 
(10,481
)
Amortization of restricted stock awards
 

 

 

 
7,093

 

 

 
7,093

Vesting of restricted stock awards and restricted stock units
 

 

 
140,727

 
(2,355
)
 

 

 
(2,355
)
Distributions
 

 
(15
)
 

 
(162,851
)
 

 

 
(162,866
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 
(366
)
 
(366
)
Increase in ownership of consolidated subsidiary
 

 

 

 

 

 
(7,311
)
 
(7,311
)
Conversion of operating partnership units to common stock
 

 

 
166,846

 
5,441

 

 

 
5,441

Issuance of units in exchange for contributions of equity offering proceeds
 

 

 
19,179,000

 
769,571

 

 

 
769,571

Change in fair value of interest rate swaps
 

 

 

 

 
(471
)
 

 
(471
)
Amortization of interest rate swap terminations
 

 

 

 

 
309

 

 
309

Contributions by noncontrolling partners
 

 

 

 

 

 
56

 
56

Net income
 

 
7

 

 
73,662

 

 
285

 
73,954

Capital, September 30, 2016
 
12,222

 
$
85

 
131,835,383

 
$
3,456,013

 
$
(5,992
)
 
$
4,125

 
$
3,454,231

 
 

See accompanying notes to consolidated financial statements.

8

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) 


 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Operating activities
 
 
 
 
Net income
 
$
74,819

 
$
89,201

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Gains from disposition of real estate
 
(17,409
)
 
(52,699
)
Gain from insurance settlement
 

 
(388
)
Loss from early extinguishment of debt
 

 
1,770

Depreciation and amortization
 
159,486

 
154,103

Amortization of deferred financing costs and debt premiums/discounts
 
(4,053
)
 
(4,726
)
Share-based compensation
 
7,820

 
6,335

Income tax provision
 
1,035

 
932

Amortization of interest rate swap terminations
 
309

 
308

Changes in operating assets and liabilities:
 
 

 
 

Restricted cash
 
(734
)
 
(2,286
)
Student contracts receivable, net
 
1,750

 
(15,051
)
Other assets
 
(5,112
)
 
(16,852
)
Accounts payable and accrued expenses
 
2,769

 
(9,164
)
Other liabilities
 
22,157

 
27,454

Net cash provided by operating activities
 
242,837

 
178,937

 
 
 
 
 
Investing activities
 
 

 
 

Proceeds from disposition of properties
 
72,640

 
427,205

Cash paid for acquisition of operating and under development properties
 
(96,604
)
 
(298,202
)
Cash paid for land acquisitions
 
(856
)
 
(41,855
)
Capital expenditures for wholly-owned properties
 
(45,155
)
 
(70,022
)
Investments in wholly-owned properties under development
 
(284,777
)
 
(140,725
)
Capital expenditures for on-campus participating properties
 
(2,510
)
 
(2,389
)
Investment in direct financing lease
 
(7,837
)
 

Decrease in escrow deposits for real estate investments
 
5,141

 
87

Change in restricted cash related to capital reserves
 
(1,099
)
 
3,156

Proceeds from insurance settlement
 

 
388

Increase in ownership of consolidated subsidiary
 

 
(1,708
)
Purchase of corporate furniture, fixtures and equipment
 
(4,681
)
 
(6,579
)
Net cash used in investing activities
 
(365,738
)
 
(130,644
)
 
 
 
 
 
Financing activities
 
 

 
 

Proceeds from unsecured notes
 

 
399,244

Proceeds from issuance of common units in exchange for contributions, net
 
770,277

 
213,416

Pay-off of unsecured term loan
 
(400,000
)
 

Proceeds from unsecured term loan
 
150,000

 

Pay-off of mortgage and construction loans
 
(152,597
)
 
(244,771
)
Loss from early extinguishment of debt
 

 
(1,770
)
Proceeds from revolving credit facility
 
123,400

 
626,300

Pay downs of revolving credit facility
 
(172,300
)
 
(868,800
)
Proceeds from construction loans
 

 
258

Scheduled principal payments on debt
 
(11,514
)
 
(10,717
)
Debt issuance and assumption costs
 
(744
)
 
(2,725
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,878
)
Distributions paid on unvested restricted stock awards
 
(1,051
)
 
(867
)
Distributions paid to common and preferred unitholders
 
(163,493
)
 
(134,197
)
Distributions paid to noncontrolling partners - partially owned properties
 
(366
)
 
(618
)
Net cash provided by (used in) financing activities
 
138,635

 
(28,125
)
 
 
 
 
 
Net change in cash and cash equivalents
 
15,734

 
20,168

Cash and cash equivalents at beginning of period
 
16,659

 
25,062

Cash and cash equivalents at end of period
 
$
32,393

 
$
45,230

 
 
 
 
 

9

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) 


 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

Loans assumed in connection with property acquisitions
 
$
(10,012
)
 
$
(69,423
)
Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
Change in fair value of derivative instruments, net
 
$
(471
)
 
$
(2,443
)
Change in fair value of redeemable noncontrolling interests
 
$
(10,481
)
 
$
5,352

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

Interest paid
 
$
69,884

 
$
74,620

 

See accompanying notes to consolidated financial statements.

10

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1. Organization and Description of Business
 
American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004.  Through ACC’s controlling interest in American Campus Communities Operating Partnership, L.P. (“ACCOP”), ACC is one of the largest owners, managers and developers of high quality student housing properties in the United States in terms of beds owned and under management.  ACC is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing and management of student housing properties.  ACC’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ACC.”
 
The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC.  As of September 30, 2016, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties.  As of September 30, 2016, ACC owned an approximate 99.1% limited partnership interest in ACCOP.  As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management.  Management operates ACC and ACCOP as one business.  The management of ACC consists of the same members as the management of ACCOP.  ACC consolidates ACCOP for financial reporting purposes, and ACC does not have significant assets other than its investment in ACCOP.  Therefore, the assets and liabilities of ACC and ACCOP are the same on their respective financial statements.  References to the “Company,” “we,” “us” or “our” mean collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP.  References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP.  Unless otherwise indicated, the accompanying Notes to the Consolidated Financial Statements apply to both the Company and the Operating Partnership.
 
As of September 30, 2016, our property portfolio contained 170 properties with approximately 105,300 beds.  Our property portfolio consisted of 139 owned off-campus student housing properties that are in close proximity to colleges and universities, 26 American Campus Equity (“ACE®”) properties operated under ground/facility leases with twelve university systems and five on-campus participating properties operated under ground/facility leases with the related university systems.  Of the 170 properties, eleven were under development as of September 30, 2016, and when completed will consist of a total of approximately 9,000 beds.  Our 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”), we also provide construction management and development services, primarily for student housing properties owned by colleges and universities, charitable foundations, and others.  As of September 30, 2016, also through one of ACC’s TRSs, we provided third-party management and leasing services for 35 properties that represented approximately 28,300 beds.  Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one to five years.  As of September 30, 2016, our total owned and third-party managed portfolio included 205 properties with approximately 133,600 beds.
 
2. Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires us 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. Our actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share, per share, unit and per unit amounts, are stated in thousands unless otherwise indicated. Certain prior period amounts, as discussed below in Recently Adopted Accounting Pronouncements, have been reclassified to conform to the current period presentation.


11

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Recently Issued Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-15 (“ASU 2016-15”), “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” The amendments in this update provide guidance on eight specific cash flow issues where there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing whether ASU 2016-15 will have a material effect on its consolidated statements of cash flows.

In March 2016, the FASB issued Accounting Standards Update 2016-05 (“ASU 2016-05”), “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” The amendments in this guidance clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt ASU 2016-05 as of January 1, 2017 and does not expect it to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases: Amendments to the FASB Accounting Standards Codification.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing whether ASU 2016-02 will have a material effect on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers”.  ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries.  ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. Subsequent to the issuance of ASU 2014-09, the FASB has issued multiple Accounting Standards Updates clarifying multiple aspects of the new revenue recognition standard, which include the deferral of the effective date by one year.  ASU 2014-09, as amended by subsequent Accounting Standards Updates, is effective for public entities for interim and annual periods beginning after December 15, 2017 and may be applied using either a full retrospective or modified retrospective approach upon adoption. The Company plans to adopt the new revenue standard as of January 1, 2018 and is currently evaluating the potential impact of the new standards on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”), “Improvements to Employee Share-Based Payment Accounting.” The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-09 as of January 1, 2016. ASU 2016-09 did not have a material impact on the Company's consolidated financial statements. Refer to the accompanying consolidated statements of cash flows for details on the impact of the reclassification of taxes paid on net-share settlements from operating to financing activities.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-16 (“ASU 2015-16”), “Simplifying the Accounting for Measurement-Period Adjustments.”  Under the new guidance, the Company will no longer recognize a measurement-period adjustment retroactively in a business combination. Instead, measurement-period adjustments will be recognized during the period in which the amount of the adjustment is determined. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-03 (“ASU 2015-03”), “Simplifying the Presentation of Debt Issuance Costs.”  The impact of adopting ASU 2015-03 on the Company’s consolidated financial statements was the

12

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


reclassification of deferred financing costs previously included in “other assets” to “secured mortgage, construction and bond debt”, “unsecured notes” and “unsecured term loans” within its consolidated balance sheets for all periods presented (see Note 7).  Other than these reclassifications, the adoption of ASU 2015-03 did not have an impact on the Company’s consolidated financial statements.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-02 (“ASU 2015-02”), “Amendments to the Consolidation Analysis.”  The new guidance changed the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities.  The guidance did not amend the existing disclosure requirements for Variable Interest Entities (“VIEs”) or voting interest model entities.  The guidance, however, modified the requirements to qualify under the voting interest model and eliminated the presumption that a general partner should consolidate a limited partnership.  Under the revised guidance, ACCOP is determined to be a VIE.  As ACCOP is already included in the consolidated financial statements of the Company, the identification of this entity as a VIE has no impact on its consolidated financial statements.  There were no other legal entities qualifying under the scope of the revised guidance that were consolidated as a result of the adoption of this guidance.  In addition, there were no other voting interest entities under prior existing guidance determined to be VIEs under the revised guidance. 

Interim Financial Statements

The accompanying interim financial statements are unaudited, but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all disclosures required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for these interim periods have been included.  Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year.  These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Investments in Real Estate
 
Investments in real estate are recorded at historical cost.  Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset.  The cost of ordinary repairs and maintenance are charged to expense when incurred.  Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:
Buildings and improvements
 
7-40 years
Leasehold interest - on-campus
   participating properties
 
25-34 years (shorter of useful life or respective lease term)
Furniture, fixtures and equipment
 
3-7 years
 
Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred finance costs, are capitalized as construction in progress.  Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences.  Interest totaling approximately $3.3 million and $2.8 million was capitalized during the three months ended September 30, 2016 and 2015, respectively, and interest totaling approximately $9.0 million and $8.2 million was capitalized during the nine months ended September 30, 2016 and 2015, respectively.
 
Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value

13

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


of the property over the expected net proceeds from the disposal.  The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions.  If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change.  To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairment indicators of the carrying values of its investments in real estate as of September 30, 2016.

The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values.  Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio, and other market data.  Information obtained about each property as a result of due diligence, marketing and leasing activities is also considered.  The value allocated to land is generally based on the actual purchase price if acquired separately, or market research/comparables if acquired as part of an existing operating property.  The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. We have determined these estimates to have been primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy.

We record the acquisition of undeveloped land parcels that do not meet the accounting criteria to be accounted for as business combinations at the purchase price paid and capitalize the associated acquisition costs.

Pre-development Expenditures
 
Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence.  Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations.  As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues.  Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income.  As of September 30, 2016, the Company has deferred approximately $9.0 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction.  Such costs are included in other assets on the accompanying consolidated balance sheets.

Earnings per Share – Company
 
Basic earnings per share is computed using net income attributable to common stockholders and the weighted average number of shares of the Company’s common stock outstanding during the period.  Diluted earnings per share reflects common shares issuable from the assumed conversion of American Campus Communities Operating Partnership Units (“OP Units”) and common share awards granted.  Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share.
 
The following potentially dilutive securities were outstanding for the three and nine months ended September 30, 2016 and 2015, 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 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016
 
2015
Common OP Units (Note 9)
 
1,221,242

 
1,442,723

 
1,278,148

 

Preferred OP Units (Note 9)
 
87,767

 
109,359

 
95,212

 
109,916

Total potentially dilutive securities
 
1,309,009

 
1,552,082

 
1,373,360

 
109,916



14

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


 The following is a summary of the elements used in calculating basic and diluted earnings per share:
 
 
Three Months Ended 
 September 30,

Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016
 
2015
Numerator – basic earnings per share:
 
 
 
 
 
 
 
 
Net income
 
$
9,845

 
$
2,016

 
$
74,819

 
$
89,201

Net income attributable to noncontrolling interests
 
(201
)
 
(161
)
 
(1,150
)
 
(1,569
)
Net income attributable to common stockholders
 
9,644

 
1,855

 
73,669

 
87,632

Amount allocated to participating securities
 
(329
)
 
(264
)
 
(1,051
)
 
(867
)
Net income attributable to common stockholders - basic
 
$
9,315

 
$
1,591

 
$
72,618

 
$
86,765

 
 
 
 
 
 
 
 
 
Numerator – diluted earnings per share:
 
 
 
 
 
 
 
 
Net income attributable to common shareholders - basic
 
$
9,315

 
$
1,591

 
$
72,618

 
$
86,765

Income allocated to Common OP Units
 

 

 

 
929

Net income attributable to common shareholders - diluted
 
$
9,315

 
$
1,591

 
$
72,618

 
$
87,694

 
 
 
 
 
 
 
 
 
Denominator:
 
 

 
 

 
 

 
 

Basic weighted average common shares outstanding
 
130,786,985

 
112,323,520

 
128,239,294

 
111,867,257

Unvested Restricted Stock Awards (Note 10)
 
781,386

 
656,688

 
795,107

 
688,997

Common OP units (Note 9)
 

 

 

 
1,355,610

Diluted weighted average common shares outstanding
 
131,568,371

 
112,980,208

 
129,034,401

 
113,911,864

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Net income attributable to common stockholders - basic
 
$
0.07

 
$
0.01

 
$
0.57

 
$
0.78

Net income attributable to common stockholders - diluted
 
$
0.07

 
$
0.01

 
$
0.56

 
$
0.77

 
 
 

15

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Earnings per Unit – Operating Partnership
 
Basic earnings per OP Unit is computed using net income attributable to common unitholders and the weighted average number of common units outstanding during the period.  Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the earnings of the Operating Partnership.

The following is a summary of the elements used in calculating basic and diluted earnings per unit: 
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016
 
2015
Numerator – basic and diluted earnings per unit:
 
 
 
 
 
 
 
 
Net income
 
$
9,845

 
$
2,016

 
$
74,819

 
$
89,201

Net income attributable to noncontrolling interests – partially owned properties
 
(77
)
 
(92
)
 
(285
)
 
(507
)
Series A preferred unit distributions
 
(36
)
 
(44
)
 
(115
)
 
(132
)
Amount allocated to participating securities
 
(329
)
 
(264
)
 
(1,051
)
 
(867
)
Net income attributable to common unitholders
 
$
9,403

 
$
1,616