10-Q
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 March 31, 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 130,443,384 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 April 29, 2016.
 



EXPLANATORY NOTE
 
This report combines the reports on Form 10-Q for the quarterly period ended March 31, 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:
 

The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of March 31, 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 March 31, 2016, ACC owned an approximate 98.9% 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 MARCH 31, 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 March 31, 2016 (unaudited) and December 31, 2015
 
 
 
 
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Statement of Changes in Equity for the three months ended March 31, 2016 (unaudited)
 
 
 
 
Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Financial Statements of American Campus Communities Operating Partnership, L.P. and Subsidiaries:
 
 
 
 
 
Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015
 
 
 
 
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015 (all unaudited)
 
 
 
 
Consolidated Statement of Changes in Capital for the three months ended March 31, 2016 (unaudited)
 
 
 
 
Consolidated Statements of Cash Flows for the three months ended March 31, 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)



 
 
March 31, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,574,096

 
$
5,522,271

Wholly-owned properties held for sale
 

 
55,354

On-campus participating properties, net
 
88,990

 
90,129

Investments in real estate, net
 
5,663,086

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
387,273

 
16,659

Restricted cash
 
40,312

 
33,675

Student contracts receivable, net
 
7,024

 
18,475

Other assets
 
269,842

 
269,685

 
 
 
 
 
Total assets
 
$
6,367,537

 
$
6,006,248

 
 
 
 
 
Liabilities and equity
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
1,087,716

 
$
1,094,962

Unsecured notes
 
1,187,175

 
1,186,700

Unsecured term loans
 
348,376

 
597,719

Unsecured revolving credit facility
 

 
68,900

Accounts payable and accrued expenses
 
49,306

 
71,988

Other liabilities
 
155,033

 
144,811

Total liabilities
 
2,827,606

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 14)
 


 


 
 
 
 
 
Redeemable noncontrolling interests
 
66,133

 
59,511

 
 
 
 
 
Equity:
 
 

 
 

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

 
 

Common stock, $0.01 par value, 800,000,000 shares authorized, 130,433,194 and 112,350,877 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
 
1,304

 
1,124

Additional paid in capital
 
4,026,045

 
3,325,806

Treasury stock, at cost, 10,190 and 10,155 shares at March 31, 2016 and December 31, 2015, respectively
 
(405
)
 
(403
)
Accumulated earnings and dividends
 
(557,427
)
 
(550,501
)
Accumulated other comprehensive loss
 
(7,240
)
 
(5,830
)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity
 
3,462,277

 
2,770,196

Noncontrolling interests - partially owned properties
 
11,521

 
11,461

Total equity
 
3,473,798

 
2,781,657

 
 
 
 
 
Total liabilities and equity
 
$
6,367,537

 
$
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 March 31,
 
 
2016

2015
Revenues
 
 
 
 
Wholly-owned properties
 
$
185,702

 
$
179,898

On-campus participating properties
 
10,046

 
9,200

Third-party development services
 
1,035

 
564

Third-party management services
 
2,410

 
2,001

Resident services
 
802

 
830

Total revenues
 
199,995

 
192,493

 
 
 
 
 
Operating expenses
 
 

 
 

Wholly-owned properties
 
78,851

 
79,010

On-campus participating properties
 
3,042

 
2,668

Third-party development and management services
 
3,738

 
3,139

General and administrative
 
5,309

 
4,751

Depreciation and amortization
 
53,716

 
50,651

Ground/facility leases
 
2,304

 
2,098

Total operating expenses
 
146,960

 
142,317

 
 
 
 
 
Operating income
 
53,035

 
50,176

 
 
 
 
 
Nonoperating income and (expenses)
 
 

 
 

Interest income
 
1,279

 
1,112

Interest expense
 
(22,627
)
 
(21,988
)
Amortization of deferred financing costs
 
(2,542
)
 
(1,379
)
Gain from disposition of real estate
 
17,409

 
44,252

Loss from early extinguishment of debt
 

 
(595
)
Total nonoperating (expenses) income
 
(6,481
)
 
21,402

 
 
 
 
 
Income before income taxes
 
46,554

 
71,578

Income tax provision
 
(345
)
 
(311
)
Net income
 
46,209

 
71,267

Net income attributable to noncontrolling interests
 
 

 
 

Redeemable noncontrolling interests
 
(518
)
 
(747
)
Partially owned properties
 
(104
)
 
(323
)
Net income attributable to noncontrolling interests
 
(622
)
 
(1,070
)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
 
$
45,587

 
$
70,197

 
 
 
 
 
Other comprehensive loss
 
 

 
 

Change in fair value of interest rate swaps and other
 
(1,410
)
 
(1,868
)
Comprehensive income
 
$
44,177

 
$
68,329

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

 
 

Basic
 
$
0.37

 
$
0.63

Diluted
 
$
0.36

 
$
0.62

 
 
 
 
 
Weighted-average common shares outstanding
 
 

 
 

Basic
 
123,445,985

 
110,955,099

Diluted
 
124,266,312

 
112,974,505

 
 
 
 
 
Distributions declared per common share
 
$
0.40

 
$
0.38

 

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
 

 

 
(6,833
)
 

 

 

 

 

 
(6,833
)
Amortization of restricted stock awards
 

 

 
2,651

 

 

 

 

 

 
2,651

Vesting of restricted stock awards and restricted stock units
 
127,317

 
1

 
(2,977
)
 
35

 
(2
)
 

 

 

 
(2,978
)
Distributions to common and restricted stockholders
 

 

 

 

 

 
(52,513
)
 

 

 
(52,513
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 

 

 
(100
)
 
(100
)
Conversion of operating partnership units to common stock
 
15,000

 

 
163

 

 

 

 

 

 
163

Net proceeds from sale of common stock
 
17,940,000

 
179

 
707,235

 

 

 

 

 

 
707,414

Change in fair value of interest rate swaps
 

 

 

 

 

 

 
(1,513
)
 

 
(1,513
)
Amortization of interest rate swap terminations
 

 

 

 

 

 

 
103

 

 
103

Contributions by noncontrolling partners
 

 

 

 

 

 

 

 
56

 
56

Net income
 

 

 

 

 

 
45,587

 

 
104

 
45,691

Equity, March 31, 2016
 
130,433,194


$
1,304


$
4,026,045

 
10,190

 
$
(405
)

$
(557,427
)

$
(7,240
)

$
11,521


$
3,473,798

 


See accompanying notes to consolidated financial statements.

3

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



 
 
Three Months Ended March 31,
 
 
2016
 
2015
Operating activities
 
 
 
 
Net income
 
$
46,209

 
$
71,267

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

 
 

Gains from disposition of real estate
 
(17,409
)
 
(44,252
)
Depreciation and amortization
 
53,716

 
50,273

Amortization of deferred financing costs and debt premiums/discounts
 
(615
)
 
(1,540
)
Share-based compensation
 
2,651

 
2,061

Income tax provision
 
345

 
311

Amortization of interest rate swap terminations
 
103

 
102

Changes in operating assets and liabilities:
 
 

 
 

Restricted cash
 
(3,904
)
 
(2,971
)
Student contracts receivable, net
 
11,376

 
1,585

Other assets
 
(1,669
)
 
11,667

Accounts payable and accrued expenses
 
(23,156
)
 
(18,631
)
Other liabilities
 
(3,580
)
 
7,240

Net cash provided by operating activities
 
64,067

 
77,112

 
 
 
 
 
Investing activities
 
 

 
 

Proceeds from disposition of properties
 
72,613

 
226,532

Cash paid for property acquisitions
 

 
(166,581
)
Capital expenditures for wholly-owned properties
 
(9,263
)
 
(11,495
)
Investments in wholly-owned properties under development
 
(76,649
)
 
(56,972
)
Capital expenditures for on-campus participating properties
 
(655
)
 
(333
)
Investment in on-campus participating property under development
 

 
(448
)
(Increase) decrease in escrow deposits for real estate investments
 
(1,520
)
 
512

Change in restricted cash related to capital reserves
 
(447
)
 
1,377

Increase in ownership of consolidated subsidiary
 

 
(1,708
)
Purchase of corporate furniture, fixtures and equipment
 
(1,771
)
 
(2,213
)
Net cash used in investing activities
 
(17,692
)
 
(11,329
)
 
 
 
 
 
Financing activities
 
 

 
 

Proceeds from sale of common stock
 
740,025

 
216,666

Offering costs
 
(31,680
)
 
(3,250
)
Pay-off of mortgage and construction loans
 
(4,390
)
 
(125,370
)
Pay-off of unsecured term loans
 
(400,000
)
 

Proceeds from unsecured term loan
 
150,000

 

Proceeds from revolving credit facility
 
67,700

 
172,200

Pay downs of revolving credit facility
 
(136,600
)
 
(282,800
)
Proceeds from construction loans
 

 
258

Scheduled principal payments on debt
 
(3,917
)
 
(3,841
)
Debt issuance and assumption costs
 
(744
)
 
(196
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,878
)
Distributions to common and restricted stockholders
 
(52,513
)
 
(42,964
)
Distributions to noncontrolling partners
 
(665
)
 
(858
)
Net cash provided (used in) by financing activities
 
324,239

 
(73,033
)
 
 
 
 
 
Net change in cash and cash equivalents
 
370,614

 
(7,250
)
Cash and cash equivalents at beginning of period
 
16,659

 
25,062

Cash and cash equivalents at end of period
 
$
387,273

 
$
17,812

 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

Loans assumed in connection with property acquisitions
 
$

 
$
(11,623
)
Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
Change in fair value of derivative instruments, net
 
$
(1,513
)
 
$
(1,868
)
Supplemental disclosure of cash flow information
 
 

 
 

Interest paid
 
$
30,668

 
$
21,151

 

4

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



 
 
March 31, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,574,096

 
$
5,522,271

Wholly-owned properties held for sale
 

 
55,354

On-campus participating properties, net
 
88,990

 
90,129

Investments in real estate, net
 
5,663,086

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
387,273

 
16,659

Restricted cash
 
40,312

 
33,675

Student contracts receivable, net
 
7,024

 
18,475

Other assets
 
269,842

 
269,685

 
 
 
 
 
Total assets
 
$
6,367,537

 
$
6,006,248

 
 
 
 
 
Liabilities and capital
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
1,087,716

 
$
1,094,962

Unsecured notes
 
1,187,175

 
1,186,700

Unsecured term loans
 
348,376

 
597,719

Unsecured revolving credit facility
 

 
68,900

Accounts payable and accrued expenses
 
49,306

 
71,988

Other liabilities
 
155,033

 
144,811

Total liabilities
 
2,827,606

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 14)
 


 


 
 
 
 
 
Redeemable limited partners
 
66,133

 
59,511

 
 
 
 
 
Capital:
 
 

 
 

Partners’ capital:
 
 

 
 

General partner - 12,222 OP units outstanding at both March 31, 2016 and December 31, 2015
 
92

 
93

Limited partner - 130,431,162 and 112,348,810 OP units outstanding at March 31, 2016 and December 31, 2015, respectively
 
3,469,425

 
2,775,933

Accumulated other comprehensive loss
 
(7,240
)
 
(5,830
)
Total partners’ capital
 
3,462,277

 
2,770,196

Noncontrolling interests - partially owned properties
 
11,521

 
11,461

Total capital
 
3,473,798

 
2,781,657

 
 
 
 
 
Total liabilities and capital
 
$
6,367,537

 
$
6,006,248

 


See accompanying notes to consolidated financial statements.

5

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 March 31,
 
 
2016
 
2015
Revenues
 
 
 
 
Wholly-owned properties
 
$
185,702

 
$
179,898

On-campus participating properties
 
10,046

 
9,200

Third-party development services
 
1,035

 
564

Third-party management services
 
2,410

 
2,001

Resident services
 
802

 
830

Total revenues
 
199,995

 
192,493

 
 
 
 
 
Operating expenses
 
 

 
 

Wholly-owned properties
 
78,851

 
79,010

On-campus participating properties
 
3,042

 
2,668

Third-party development and management services
 
3,738

 
3,139

General and administrative
 
5,309

 
4,751

Depreciation and amortization
 
53,716

 
50,651

Ground/facility leases
 
2,304

 
2,098

Total operating expenses
 
146,960

 
142,317

 
 
 
 
 
Operating income
 
53,035

 
50,176

 
 
 
 
 
Nonoperating income and (expenses)
 
 

 
 

Interest income
 
1,279

 
1,112

Interest expense
 
(22,627
)
 
(21,988
)
Amortization of deferred financing costs
 
(2,542
)
 
(1,379
)
Gain from disposition of real estate
 
17,409

 
44,252

Loss from early extinguishment of debt
 

 
(595
)
Total nonoperating (expenses) income
 
(6,481
)
 
21,402

Income before income taxes
 
46,554

 
71,578

Income tax provision
 
(345
)
 
(311
)
Net income
 
46,209

 
71,267

Net income attributable to noncontrolling interests – partially owned properties
 
(104
)
 
(323
)
Net income attributable to American Campus Communities Operating Partnership, L.P.
 
46,105

 
70,944

Series A preferred unit distributions
 
(42
)
 
(44
)
Net income attributable to common unitholders
 
$
46,063

 
$
70,900

 
 
 
 
 
Other comprehensive loss
 
 

 
 

Change in fair value of interest rate swaps and other
 
(1,410
)
 
(1,868
)
Comprehensive income
 
$
44,653

 
$
69,032

 
 
 
 
 
Income per unit attributable to common unitholders
 
 

 
 

Basic
 
$
0.37

 
$
0.63

Diluted
 
$
0.36

 
$
0.63

 
 
 
 
 
Weighted-average common units outstanding
 
 

 
 

Basic
 
124,756,031

 
112,128,315

Diluted
 
125,576,358

 
112,864,146

 
 
 
 
 
Distributions declared per Common Unit
 
$
0.40

 
$
0.38

 

See accompanying notes to consolidated financial statements.

6

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
 

 

 

 
(6,833
)
 

 

 
(6,833
)
Amortization of restricted stock awards
 

 

 

 
2,651

 

 

 
2,651

Vesting of restricted stock awards and restricted stock units
 

 

 
127,352

 
(2,978
)
 

 

 
(2,978
)
Distributions
 

 
(5
)
 

 
(52,508
)
 

 

 
(52,513
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 
(100
)
 
(100
)
Conversion of operating partnership units to common stock
 

 

 
15,000

 
163

 

 

 
163

Issuance of units in exchange for contributions of equity offering proceeds
 

 

 
17,940,000

 
707,414

 

 

 
707,414

Change in fair value of interest rate swaps
 

 

 

 

 
(1,513
)
 

 
(1,513
)
Amortization of interest rate swap terminations
 

 

 

 

 
103

 

 
103

Contributions by noncontrolling partners
 

 

 

 

 

 
56

 
56

Net income
 

 
4

 

 
45,583

 

 
104

 
45,691

Capital, March 31, 2016
 
12,222

 
$
92

 
130,431,162

 
$
3,469,425

 
$
(7,240
)
 
$
11,521

 
$
3,473,798

 
 

See accompanying notes to consolidated financial statements.

7

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


 
 
Three Months Ended March 31,
 
 
2016
 
2015
Operating activities
 
 
 
 
Net income
 
$
46,209

 
$
71,267

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

 
 

Gains from disposition of real estate
 
(17,409
)
 
(44,252
)
Depreciation and amortization
 
53,716

 
50,273

Amortization of deferred financing costs and debt premiums/discounts
 
(615
)
 
(1,540
)
Share-based compensation
 
2,651

 
2,061

Income tax provision
 
345

 
311

Amortization of interest rate swap terminations
 
103

 
102

Changes in operating assets and liabilities:
 
 

 
 

Restricted cash
 
(3,904
)
 
(2,971
)
Student contracts receivable, net
 
11,376

 
1,585

Other assets
 
(1,669
)
 
11,667

Accounts payable and accrued expenses
 
(23,156
)
 
(18,631
)
Other liabilities
 
(3,580
)
 
7,240

Net cash provided by operating activities
 
64,067

 
77,112

 
 
 
 
 
Investing activities
 
 

 
 

Proceeds from disposition of properties
 
72,613

 
226,532

Cash paid for property acquisitions
 

 
(166,581
)
Capital expenditures for wholly-owned properties
 
(9,263
)
 
(11,495
)
Investments in wholly-owned properties under development
 
(76,649
)
 
(56,972
)
Capital expenditures for on-campus participating properties
 
(655
)
 
(333
)
Investment in on-campus participating property under development
 

 
(448
)
(Increase) decrease in escrow deposits for real estate investments
 
(1,520
)
 
512

Change in restricted cash related to capital reserves
 
(447
)
 
1,377

Increase in ownership of consolidated subsidiary
 

 
(1,708
)
Purchase of corporate furniture, fixtures and equipment
 
(1,771
)
 
(2,213
)
Net cash used in investing activities
 
(17,692
)
 
(11,329
)
 
 
 
 
 
Financing activities
 
 

 
 

Proceeds from issuance of common units in exchange for contributions, net
 
708,345

 
213,416

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

Proceeds from unsecured term loan
 
150,000

 

Pay-off of mortgage and construction loans
 
(4,390
)
 
(125,370
)
Proceeds from revolving credit facility
 
67,700

 
172,200

Pay downs of revolving credit facility
 
(136,600
)
 
(282,800
)
Proceeds from construction loans
 

 
258

Scheduled principal payments on debt
 
(3,917
)
 
(3,841
)
Debt issuance and assumption costs
 
(744
)
 
(196
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,878
)
Distributions paid on unvested restricted stock awards
 
(393
)
 
(334
)
Distributions paid to common and preferred unitholders
 
(52,685
)
 
(43,094
)
Distributions paid to noncontrolling partners - partially owned properties
 
(100
)
 
(394
)
Net cash used in financing activities
 
324,239

 
(73,033
)
 
 
 
 
 
Net change in cash and cash equivalents
 
370,614

 
(7,250
)
Cash and cash equivalents at beginning of period
 
16,659

 
25,062

Cash and cash equivalents at end of period
 
$
387,273

 
$
17,812

 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

Loans assumed in connection with property acquisitions
 
$

 
$
(11,623
)
Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
Change in fair value of derivative instruments, net
 
$
(1,513
)
 
$
(1,868
)
 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

Interest paid
 
$
30,668

 
$
21,151

 

8

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 March 31, 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 March 31, 2016, ACC owned an approximate 98.9% 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 March 31, 2016, our property portfolio contained 163 properties with approximately 100,600 beds.  Our property portfolio consisted of 134 owned off-campus student housing properties that are in close proximity to colleges and universities, 24 American Campus Equity (“ACE®”) properties operated under ground/facility leases with eleven university systems and five on-campus participating properties operated under ground/facility leases with the related university systems.  Of the 163 properties, twelve were under development as of March 31, 2016, and when completed will consist of a total of approximately 8,000 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 March 31, 2016, also through one of ACC’s TRSs, we provided third-party management and leasing services for 40 properties that represented approximately 30,500 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 March 31, 2016, our total owned and third-party managed portfolio included 203 properties with approximately 131,100 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 have been reclassified to conform to the current period presentation.


9

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 March 2016, the Financial Accounting Standards Board ("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 is currently assessing whether ASU 2016-05 will have a material effect 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. In July 2015, the FASB issued ASU 2015-14 ("ASU 2015-14"), "Deferral of the Effective Date". This standard deferred by one year the effective date of ASU 2014-09. The new revenue recognition standard 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 approach upon adoption. The Company plans to adopt ASU 2014-09 as of January 1, 2018 and is currently evaluating the potential impact of the new standard 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.

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 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.  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

10

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


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 $2.1 million and $2.5 million was capitalized during the three months ended March 31, 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 of the property over the expected net proceeds from the disposal.  The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions.  If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change.  To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairments of the carrying values of its investments in real estate as of March 31, 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. 

11

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


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 March 31, 2016, the Company has deferred approximately $7.8 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 months ended March 31, 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 March 31,
 
 
2016
 
2015
Common OP Units (Note 10)
 
1,310,046

 

Preferred OP Units (Note 10)
 
103,590

 

Total potentially dilutive securities
 
1,413,636

 



12

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 March 31,
 
 
2016
 
2015
Numerator – basic and diluted earnings per share:
 
 
 
 
Net income
 
$
46,209

 
$
71,267

Net income attributable to noncontrolling interests
 
(622
)
 
(1,070
)
Net income attributable to common stockholders
 
45,587

 
70,197

Amount allocated to participating securities
 
(393
)
 
(334
)
Net income attributable to common stockholders
 
$
45,194

 
$
69,863

 
 
 
 
 
Denominator:
 
 

 
 

Basic weighted average common shares outstanding
 
123,445,985

 
110,955,099

Unvested Restricted Stock Awards (Note 11)
 
820,327

 
735,831

Common OP units (Note 10)
 

 
1,173,216

Preferred OP units (Note 10)
 

 
110,359

Diluted weighted average common shares outstanding
 
124,266,312

 
112,974,505

 
 
 
 
 
Earnings per share:
 
 
 
 
Net income attributable to common stockholders - basic
 
$
0.37

 
$
0.63

Net income attributable to common stockholders - diluted
 
$
0.36

 
$
0.62

 
 
 
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 March 31,
 
 
2016
 
2015
Numerator – basic and diluted earnings per unit:
 
 
 
 
Net income
 
$
46,209

 
$
71,267

Net income attributable to noncontrolling interests – partially owned properties
 
(104
)
 
(323
)
Series A preferred unit distributions
 
(42
)
 
(44
)
Amount allocated to participating securities
 
(393
)
 
(334
)
Net income attributable to common unitholders
 
$
45,670

 
$
70,566

 
 
 
 
 
Denominator:
 
 

 
 

Basic weighted average common units outstanding
 
124,756,031

 
112,128,315

Unvested Restricted Stock Awards (Note 11)
 
820,327

 
735,831

Diluted weighted average common units outstanding
 
125,576,358

 
112,864,146

 
Earnings per unit:
 
 
 
 
Net income attributable to common unitholders - basic
 
$
0.37

 
$
0.63

Net income attributable to common unitholders - diluted
 
$
0.36

 
$
0.63

 

13

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


3. Property Acquisitions
   
During three months ended March 31, 2015, the Company acquired five wholly-owned properties containing 2,298 beds for a combined purchase price of approximately $195.3 million. The Company assumed approximately $11.6 million of mortgage debt as part of these transactions.
4. Property Dispositions
 
During the first quarter of 2016, the Company sold the following wholly-owned properties for approximately $73.8 million, resulting in net proceeds of approximately $72.6 million. The combined net gain on these dispositions totaled approximately $17.4 million.
Property
 
Location
 
Primary University Served
 
Disposition Date
 
Beds
The Edge - Orlando
 
Orlando, FL
 
University of Central Florida
 
March, 2016
 
930
University Village - Sacramento
 
Sacramento, CA
 
California State Univ. - Sacramento
 
March, 2016
 
394
 
 
 
 
 
 
 
 
1,324

During the three months ended March 31, 2015, the Company sold 10 wholly-owned properties containing 6,001 beds for a combined sales price of approximately $231.0 million, resulting in net proceeds of approximately $226.5 million. The combined net gain on these dispositions totaled approximately $44.3 million.

5. Investments in Wholly-Owned Properties
 
Wholly-owned properties consisted of the following: 
 
 
March 31, 2016
 
December 31, 2015
 
Land (1) (2)
 
$
597,898

 
$
597,894

 
Buildings and improvements
 
5,243,871

 
5,235,033

 
Furniture, fixtures and equipment
 
315,178

 
311,696

 
Construction in progress (2)
 
244,496

 
154,988

 
 
 
6,401,443

 
6,299,611

 
Less accumulated depreciation
 
(827,347
)
 
(777,340
)
 
Wholly-owned properties, net
 
$
5,574,096

 
$
5,522,271

(3) 
 
(1) 
The land balance above includes undeveloped land parcels with book values of approximately $44.8 million and $66.2 million as of March 31, 2016 and December 31, 2015, respectively.  It also includes land totaling approximately $54.5 million and $33.0 million as of March 31, 2016 and December 31, 2015, respectively, related to properties under development.
(2) 
Land includes $1.9 million as of both March 31, 2016 and December 31, 2015, and construction in progress includes $15.8 million and $12.6 million as of March 31, 2016 and December 31, 2015, respectively, related to the The Court at Stadium Centre property located in Tallahassee, Florida that will serve students attending Florida State University. In conjunction with the purchase of Stadium Centre in July 2015, the Company entered into a pre-sale agreement to purchase this adjacent property which is anticipated to be completed in August 2016. The Company is obligated to purchase the property as long as certain construction completion deadlines and other closing conditions are met. The Company is responsible for leasing, management, and initial operations of the project while the third-party developer is responsible for the development of the property. The entity that owns The Court at Stadium Centre is deemed to be a VIE, and the Company is determined to be the primary beneficiary of the VIE. As such, the assets and liabilities of the entity owning the property are included in the Company's and the Operating Partnership's consolidated financial statements.
(3) 
The balance above excludes the net book value of two wholly-owned properties classified as held for sale in the accompanying consolidated balance sheet as of December 31, 2015. These properties were sold in March 2016 (see Note 4).


14

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


6. On-Campus Participating Properties
 
On-campus participating properties are as follows: 
 
 
 
 
 
 
Historical Cost
Lessor/University
 
Lease
Commencement
 
Required Debt
Repayment
 
March 31, 2016
 
December 31, 2015
Texas A&M University System / Prairie View A&M University (1)
 
2/1/1996
 
9/1/2023
 
$
44,520

 
$
44,147

Texas A&M University System / Texas A&M International
 
2/1/1996
 
9/1/2023
 
7,074

 
7,064

Texas A&M University System / Prairie View A&M University (2)
 
10/1/1999
 
8/31/2025
 
27,790

 
27,717

 
 
8/31/2028
 
 
University of Houston System / University of Houston (3)
 
9/27/2000
 
8/31/2035
 
37,529

 
37,381

West Virginia University System / West Virginia University
 
7/16/2013
 
7/16/2045
 
43,727

 
43,676

 
 
 
 
 
 
160,640

 
159,985

Less accumulated amortization
 
 
 
 
 
(71,650
)
 
(69,856
)
On-campus participating properties, net
 
 
 
$
88,990

 
$
90,129

 
(1) 
Consists of three phases placed in service between 1996 and 1998.
(2) 
Consists of two phases placed in service in 2000 and 2003.
(3) 
Consists of two phases placed in service in 2001 and 2005.

7. Investments in Unconsolidated Joint Ventures
 
As of March 31, 2016, the Company owned a noncontrolling interest in one unconsolidated joint venture that is accounted for utilizing the equity method of accounting.  The Company discontinued applying the equity method in regards to its investment in this joint venture as a result of the Company’s share of losses exceeding its investment in the joint venture.  Because the Company had not guaranteed any obligations of the investee and was not otherwise committed to provide further financial support to the investee, it therefore suspended recording its share of losses once the investment was reduced to zero.  The Company also earns fees for providing management services to this joint venture, which totaled approximately $0.5 million and $0.3 million for the three months ended March 31, 2016 and 2015, respectively.


15

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


8. Debt
 
On January 1, 2016, the Company adopted ASU 2015-03, and as a result, deferred financing costs associated with secured mortgage, construction and bond debt, unsecured notes, and unsecured term loans are now subject to the new accounting guidance and are presented as a direct reduction to the carrying value of the debt. Prior period amounts have been reclassified to conform to the current period presentation (see Note 2). A summary of the Company’s outstanding consolidated indebtedness is as follows: 
 
 
March 31, 2016
 
December 31, 2015
 
Debt secured by wholly-owned properties:
 
 
 
 
 
Mortgage loans payable:
 
 
 
 
 
Unpaid principal balance
 
$
927,677

 
$
934,769

 
Unamortized deferred financing costs
 
(4,728
)
 
(5,084
)
 
Unamortized debt premiums
 
47,488

 
50,763

 
Unamortized debt discounts
 
(127
)
 
(166
)
 
 
 
970,310

 
980,282

 
Construction loans payable (1)
 
8,756

 
5,559

 
Unamortized deferred financing costs
 
(431
)
 
(374
)
 
 
 
978,635

 
985,467

 
Debt secured by on-campus participating properties:
 
 

 
 

 
Mortgage loans payable
 
73,017

 
73,465

 
Bonds payable
 
36,935

 
36,935

 
Unamortized deferred financing costs
 
(871
)
 
(905
)
 
 
 
109,081

 
109,495

 
Total secured mortgage, construction and bond debt
 
1,087,716

 
1,094,962

 
Unsecured notes, net of unamortized OID and deferred financing costs (2)
 
1,187,175

 
1,186,700

 
Unsecured term loans, net of unamortized deferred financing costs (3)
 
348,376

 
597,719

 
Unsecured revolving credit facility
 

 
68,900

 
Total debt
 
$
2,623,267

 
$
2,948,281

 
 
(1)
Construction loans payable consists of a construction loan partially financing the development and construction of The Court at Stadium Centre, a VIE the Company is including in its consolidated financial statements (see Note 5). The creditor of this construction loan does not have recourse to the assets of the Company.
(2) 
Includes net unamortized original issue discount ("OID") of $2.2 million at both March 31, 2016 and December 31, 2015, and net unamortized deferred financing costs of $10.7 million at March 31, 2016 and $11.1 million at December 31, 2015.
(3) 
Includes net unamortized deferred financing costs of $1.6 million at March 31, 2016 and $2.3 million at December 31, 2015.

Pay-off of Mortgage and Construction Debt     

During the three months ended March 31, 2016, the Company paid off approximately $4.4 million of fixed rate mortgage debt secured by The Lofts at Capital Garage, a wholly-owned property.

During the three months ended March 31, 2015, the Company paid off approximately $61.4 million of fixed rate mortgage debt secured by three wholly-owned properties, $19.3 million of fixed rate mortgage debt prior to the sale of of two properties, and $44.6 million of variable rate construction debt secured by two owned on-campus ACE properties.


16

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


Unsecured Notes
 
The Company has issued the following senior unsecured notes:
Date Issued
 
Amount
 
% of Par Value
 
Coupon
 
Yield
 
Original Issue Discount
 
Term
September 2015
 
$
400,000

 
99.811
 
3.350
%
 
3.391
%
 
$
756

 
5
June 2014
 
400,000

 
99.861
 
4.125
%
 
4.142
%
 
556

 
10
April 2013
 
400,000

 
99.659
 
3.750
%
 
3.791
%
 
1,364

 
10
 
 
$
1,200,000

 
 
 
 
 
 
 
$
2,676

 
 

The notes are fully and unconditionally guaranteed by the Company.  Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined.  In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of March 31, 2016, the Company was in compliance with all such covenants.
  
Unsecured Credit Facility

The Company has an aggregate unsecured credit facility totaling $0.9 billion which is comprised of unsecured term loans totaling $350 million and a $500 million unsecured revolving credit facility, which may be expanded by up to an additional $500 million upon the satisfaction of certain conditions. On January 29, 2016 the Company refinanced $150 million of the $350 million term loan facility ("Term Loan I Facility") by extending the maturity date for the $150 million portion from January 10, 2017 to March 29, 2021. The remaining $200 million of the $350 million Term Loan I Facility matures on January 10, 2017 and can be extended to January 10, 2019 through the exercise of two 12-month extension options, subject to the satisfaction of certain conditions. The maturity date of the unsecured revolving credit facility is March 1, 2018, and can be extended for an additional 12 months to March 1, 2019, subject to the satisfaction of certain conditions. The $250 million term loan facility ("Term Loan II Facility") was repaid in February 2016 using proceeds from the issuance of 17,940,000 common shares (see Note 9 for details). In connection with this payoff, the Company accelerated the amortization of $1.1 million of deferred financing costs related to the Term Loan II Facility.

Each loan bears interest at a variable rate, at the Company’s option, based upon a base rate or one-, two-, three- or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group. In February 2016, Standard & Poor's upgraded the Company's investment grade rating from BBB- to BBB, which decreased the spreads by approximately 30 basis points. The Company has entered into multiple interest rate swap contracts with notional amounts totaling $350 million that effectively fix the interest rate to a weighted average annual rate of 0.88% on the outstanding balance of the Term Loan I Facility. Including the current spread of 1.20% for the $200 million of the Term Loan I Facility, and a current spread of 1.10% for the remaining $150 million of the Term Loan I Facility, the all-in weighted average annual rate on the Term Loan I Facility was 2.04% at March 31, 2016. Refer to Note 12 for more information on the interest rate swap contracts mentioned above. Availability under the revolving credit facility is limited to an “aggregate borrowing base amount” equal to 60% of the value of the Company’s unencumbered properties, calculated as set forth in the unsecured credit facility.  Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $500 million revolving credit facility.  In February 2016, the Company paid down the outstanding balance on its revolving credit facility in full. As a result, availability under the revolving credit facility totaled $500 million as of March 31, 2016.
 
The terms of the unsecured credit facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness, liens, and the disposition of assets.  The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation and amortization) to fixed charges and total indebtedness.  The Company may not pay distributions that exceed a specified percentage of funds from operations, as adjusted, for any four consecutive quarters.  The financial covenants also include consolidated net worth and leverage ratio tests.  As of March 31, 2016, the Company was in compliance with all such covenants.  


17

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


9. Stockholders' Equity / Partners' Capital
 
Stockholders' Equity - Company

On February 5, 2016, ACC completed an equity offering, consisting of the sale of 17,940,000 shares of ACC’s common stock at a price of $41.25 per share, including 2,340,000 shares issued as a result of the exercise of the underwriters’ overallotment option in full at closing. The offering generated gross proceeds of approximately $740.0 million. The aggregate proceeds to ACC, net of the underwriting discount and expenses of the offering, were approximately $707.4 million.

In June of 2015, the Company established an at-the-market share offering program (the “ATM Equity Program”) through which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $500 million.  The shares that may be sold under this program include shares of common stock of the Company with an aggregate offering price of approximately $194 million that were not sold under the company's prior ATM program that expired in May 2015.
Actual sales under the program will depend on a variety of factors, including, but not limited to, market conditions, the trading price of the Company’s common stock and determinations of the appropriate sources of funding for the Company.  

There was no activity under the Company's ATM Equity Program during the three months ended March 31, 2016. The following table presents activity under the Company’s prior ATM Equity Program during three months ended March 31, 2015:
 
 
Three Months Ended   March 31, 2015
Total net proceeds
 
$
213,416

Commissions paid to sales agents
 
$
3,250

Weighted average price per share
 
$
43.92

Shares of common stock sold
 
4,933,665


As of March 31, 2016, the Company had approximately $500 million available for issuance under its ATM Equity Program.

In 2015, the Company established a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which vested share awards (see Note 13), salary and other cash amounts earned may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The value of the vested share awards held in the Deferred Compensation Plan is classified within stockholders’ equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. During the three months ended March 31, 2016, 35 shares of vested restricted stock awards (“RSAs”) were deposited into the Deferred Compensation Plan. As of March 31, 2016, the Deferred Compensation Plan held 10,190 vested share awards.

Partners’ Capital – Operating Partnership
 
In connection with the equity offering and ATM Equity Program discussed above, ACCOP issued a number of American Campus Operating Partnership Common OP Units ("Common OP Units") to ACC equivalent to the number of common shares issued by ACC.

In connection with the purchase of 8 1/2 Canal Street during the first quarter of 2015, ACCOP issued 343,895 Common OP Units to the seller, valued at $41.24 per unit.


18

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


10. Noncontrolling Interests
 
Operating Partnership
 
Partially-owned properties: As of March 31, 2016, the Operating Partnership consolidates three joint ventures that own and operate University Village at Sweet Home, University Centre and Villas at Chestnut Ridge owned-off campus properties.  The portion of net assets attributable to the third-party partners in these joint ventures is classified as “noncontrolling interests - partially owned properties” within capital on the accompanying consolidated balance sheets of the Operating Partnership.  Accordingly, the third-party partners’ share of the income or loss of the joint ventures is reported on the consolidated statements of comprehensive income of the Operating Partnership as “net income attributable to noncontrolling interests – partially owned properties.”

As discussed in Note 5, in July 2015, the Company entered into a purchase agreement with a private developer whereby the Company is obligated to purchase a property (The Court at Stadium Centre) as long as the developer meets certain construction completion deadlines and other conditions. The $7.3 million equity contribution from the developer is reflected as noncontrolling interest - partially owned properties within capital on the accompanying consolidated balance sheets of the Operating Partnership as of March 31, 2016.

OP Units:  For the portion of OP Units that the Operating Partnership is required, either by contract or securities law, to deliver registered common shares of ACC to the exchanging OP unit holder, or for which the Operating Partnership has the intent or history of exchanging such units for cash, we classify the units as “redeemable limited partners” in the mezzanine section of the consolidated balance sheets of the Operating Partnership. The units classified as such include Series A Preferred Units ("Preferred OP Units") as well as common OP units that are not held by ACC or ACC Holdings. The value of redeemable limited partners on the consolidated balance sheets of the Operating Partnership is reported at the greater of fair value, which is based on the closing market value of the Company's common stock, or historical cost at the end of each reporting period. Changes in the value from period to period are charged to limited partners' capital on the consolidated statement of changes in capital of the Operating Partnership. 

Below is a table summarizing the activity of redeemable limited partners for the three months ended March 31, 2016
December 31, 2015
$
59,511

Net income
518

Distributions
(565
)
Conversion of redeemable limited partner units into shares of ACC common stock
(164
)
Adjustments to reflect redeemable limited partner units at fair value
6,833

March 31, 2016
$
66,133

 
During the three months ended March 31, 2016, 15,000 Preferred OP Units were converted into an equal number of shares of ACC’s common stock and during the year ended December 31, 2015, 118,474 Common OP Units and 1,000 Preferred OP Units were converted into an equal number of shares of ACC’s common stock. As of March 31, 2016 and December 31, 2015, approximately 1.1% and 1.2%, respectively, of the equity interests of the Operating Partnership were held by owners of Common OP Units and Preferred OP Units not held by ACC or ACC Holdings.
 
Company
 
The noncontrolling interests of the Company include the third-party equity interests in partially-owned properties, as discussed above, which are presented as a component of equity in the Company’s consolidated balance sheets.  The Company’s noncontrolling interests also include the redeemable limited partners presented in the consolidated balance sheets of the Operating Partnership, which are referred to as “redeemable noncontrolling interests” in the mezzanine section of the Company’s consolidated balance sheets.  Noncontrolling interests on the Company’s consolidated statements of comprehensive income include the income/loss attributable to third-party equity interests in partially-owned properties, as well as the income/loss attributable to redeemable noncontrolling interests (i.e. OP Units not held by ACC or ACC Holdings.)
 

19

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


11. Incentive Award Plan

Restricted Stock Awards (“RSAs”)
 
A summary of RSAs under the American Campus Communities, Inc. 2010 Incentive Award Plan (the "Plan") as of March 31, 2016 and activity during the three months then ended, is presented below:
 
Number of RSAs
Nonvested balance at December 31, 2015
655,925

Granted
327,306

Vested
(127,352
)
Forfeited (1)
(71,894
)
Nonvested balance at March 31, 2016
783,985

             
(1) Includes shares withheld to satisfy tax obligations upon vesting.      

The fair value of RSAs is calculated based on the closing market value of ACC’s common stock on the date of grant.  The fair value of these awards is amortized to expense over the vesting periods, which amounted to approximately $2.7 million and $2.1 million for the three months ended March 31, 2016 and 2015, respectively.
 
12. Derivative Instruments and Hedging Activities
 
The Company is exposed to certain risk arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.  The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.
 
Cash Flow Hedges of Interest Rate Risk
 
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps and forward starting swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  Forward starting swaps are used to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (outside of earnings) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. Ineffectiveness resulting from the derivative instruments summarized below was immaterial for the three month periods ended March 31, 2016 and 2015.
 

20

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


The following table summarizes the Company’s outstanding interest rate swap contracts as of March 31, 2016
Hedged Debt Instrument
 
Effective Date
 
Maturity Date
 
Pay Fixed Rate
 
Receive Floating
Rate Index
 
Current Notional
Amount
 
Fair Value
Cullen Oaks mortgage loan
 
Feb 18, 2014
 
Feb 15, 2021
 
2.2750%
 
LIBOR - 1 month
 
$
14,594

 
$
(800
)
Cullen Oaks mortgage loan
 
Feb 18, 2014
 
Feb 15, 2021
 
2.2750%
 
LIBOR - 1 month
 
14,744

 
(808
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8695%
 
LIBOR – 1 month
 
125,000

 
(325
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8800%
 
LIBOR – 1 month
 
100,000

 
(268
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8875%
 
LIBOR – 1 month
 
62,500

 
(171
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8890%
 
LIBOR – 1 month
 
62,500

 
(172
)
Park Point mortgage loan
 
Nov 1, 2013
 
Oct 5, 2018
 
1.5450%
 
LIBOR - 1 month
 
70,000

 
(1,417
)
 
 
 
 
 
 
 
 
Total
 
$
449,338

 
$
(3,961
)

In January 2016, the Company refinanced a portion of the Term Loan Facility I (See Note 8 for details). While the maturity of a portion of the Term Loan Facility I was extended to March 29, 2021, there were no changes to the timing and amounts of the cash flows received or paid under the interest rate swaps, which will expire on the original maturity date. As a result, the Company concluded that a dedesignation of the original hedge relationship was not required.
In March 2014, the Company entered into two forward starting interest rate swap contracts with notional amounts totaling $200 million designated to hedge the Company's exposure to increasing interest rates related to interest payments on an anticipated issuance of unsecured notes. In connection with the issuance of unsecured notes in June 2014, the Company terminated both swap contracts resulting in payments to both counterparties totaling approximately $4.1 million, which were recorded in accumulated other comprehensive loss and will be amortized to interest expense over the term of the unsecured notes. When including the effect of these interest rate swap terminations, the effective yield on the unsecured notes is 4.27%. During both the three months ended March 31, 2016 and 2015 $0.1 million was amortized from accumulated other comprehensive loss to interest expense. As of March 31, 2016 and December 31, 2015, approximately $3.4 million and $3.5 million of the $4.1 million payment remained to be amortized, respectively.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2016 and December 31, 2015:
 
 
Liability Derivatives
 
 
 
 
Fair Value as of