American Campus Communities, Inc. (NYSE:ACC) today announced the
following financial results for the quarter ended June 30,
2022.
Highlights
- Reported net income attributable to ACC of $4.4 million or
$0.03 per fully diluted share, versus net loss of $9.4 million or
$0.07 per fully diluted share in the second quarter 2021.
- As previously announced, during the quarter the company entered
into a definitive agreement under which Blackstone Core+ perpetual
capital vehicles, primarily comprised of Blackstone Real Estate
Income Trust, Inc. (“BREIT”), alongside Blackstone Property
Partners (“BPP”), will acquire all outstanding shares of common
stock of ACC for $65.47 per fully diluted share in an all-cash
transaction valued at approximately $12.8 billion, including the
assumption of debt. The independent Special Committee of the ACC
Board of Directors unanimously recommended to the Board the
approval of, and the Board unanimously approved, the transaction.
The transaction is expected to close on or about August 9, 2022,
subject to approval by ACC’s shareholders at the company’s upcoming
Special Meeting of Stockholders scheduled for August 4, 2022, and
other customary closing conditions. The company can provide no
assurances this transaction will close as and when expected, or at
all.
- Increased FFOM per fully diluted share by 28.6 percent to $0.54
or $76.8 million, versus $58.8 million or $0.42 in the prior year
quarter.
- Grew same store net operating income (NOI) by 11.2 percent over
the second quarter prior year, as same store revenues increased 8.9
percent and operating expenses increased 6.4 percent.
- As previously announced, during the quarter the company
commenced construction on a third-party, on-campus graduate housing
development project at The University of Texas at Austin.
Second Quarter Operating Results
Revenue totaled $245.7 million, an increase of 17.8 percent from
$208.5 million in the second quarter 2021, and operating income for
the quarter increased 80.4% to $35.1 million versus $19.4 million
in the prior year second quarter. The increase in revenue and
operating income was primarily due to improvement of the company’s
operations for the 2021-2022 academic year, as compared to the
COVID-19 financial impact on the prior academic year. Net income
for the 2022 second quarter totaled $4.4 million, or $0.03 per
fully diluted share, compared with net loss of $9.4 million, or
$0.07 per fully diluted share for the same quarter in 2021.
FFO for the 2022 second quarter totaled $71.6 million, or $0.51
per fully diluted share, as compared to $56.7 million, or $0.41 per
fully diluted share for the same quarter in 2021. FFOM for the 2022
second quarter was $76.8 million, or $0.54 per fully diluted share,
as compared to $58.8 million, or $0.42 per fully diluted share for
the same quarter in 2021. A reconciliation of FFO and FFOM to net
income is provided in Table 3.
Same store NOI was $116.8 million, an increase of 11.2 percent
from $105.0 million in the second quarter 2021. Same store property
revenues increased by 8.9 percent and same store property operating
expenses increased by 6.4 percent. NOI for the total owned
portfolio increased 20.6 percent to $125.4 million for the quarter
from $103.9 million in the comparable period of 2021. A
reconciliation of same store NOI to total NOI is provided in Table
4.
Portfolio Update
During the quarter, the company delivered 736 beds of the
10-phase residential housing development serving participants of
the Disney College Program located near Walt Disney World® Resort.
Cumulatively to date, the company has delivered 7,495 beds,
representing $450.5 million of development. The company continues
construction on the remaining phases of Flamingo Crossings Village,
which are expected to be completed through 2023.
Third-Party Services Update
During the quarter, the company commenced construction of an
on-campus graduate housing development project at The University of
Texas at Austin. The project is anticipated to contribute fees
totaling approximately $4.5 million, to be earned during the
construction period.
Capital Markets
The company did not sell any shares under the ATM during the
quarter.
Transaction with Blackstone Funds
As previously announced, during the quarter the company entered
into a transaction agreement under which Blackstone Core+ perpetual
capital vehicles, primarily comprised of BREIT, alongside BPP, will
acquire all outstanding shares of common stock of ACC for $65.47
per fully diluted share. The independent Special Committee of the
ACC Board of Directors unanimously recommended to the Board the
approval of, and the Board unanimously approved, the transaction.
The transaction is expected to close on or about August 9, 2022,
subject to approval by ACC’s shareholders at the company’s upcoming
Special Meeting of Stockholders scheduled for August 4, 2022, and
other customary closing conditions. The company can provide no
assurances this transaction will close as and when expected, or at
all.
Also as previously announced, as a condition to the transaction,
the company has suspended payment of its quarterly dividend. In
light of the pending transaction, the company will not be hosting
an earnings conference call to discuss these results.
2022 Outlook
Due to the company’s pending transaction with Blackstone, the
company will no longer provide a financial outlook for 2022.
Supplemental Information
Supplemental financial and operating information, as well as
this release, are available in the investor relations section of
the American Campus Communities website,
www.americancampus.com.
Non-GAAP Financial Measures
The National Association of Real Estate Investment Trusts
("NAREIT") currently defines Funds from Operations ("FFO") as net
income or loss attributable to common shares computed in accordance
with generally accepted accounting principles ("GAAP"), excluding
gains or losses from depreciable operating property sales,
impairment charges and real estate depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint
ventures. We present FFO because we consider it an important
supplemental measure of our operating performance and believe it is
frequently used by securities analysts, investors and other
interested parties in the evaluation of REITs. We also believe it
is meaningful to present a measure we refer to as FFO-Modified, or
(“FFOM”), which reflects certain adjustments related to the
economic performance of our on-campus participating properties and
excludes other items, as we determine in good faith, that do not
reflect our core operations on a comparative basis. FFO and FFOM
should not be considered as alternatives to net income or loss
computed in accordance with GAAP as an indicator of our financial
performance or to cash flow from operating activities computed in
accordance with GAAP as an indicator of our liquidity, nor are
these measures indicative of funds available to fund our cash
needs, including our ability to pay dividends or make
distributions.
The company defines property net operating income (“NOI”) as
property revenues less direct property operating expenses,
excluding depreciation, but including allocated corporate general
and administrative expenses.
About American Campus Communities
American Campus Communities, Inc. is the largest owner, manager
and developer of high-quality student housing communities in the
United States. The company is a fully integrated, self-managed and
self-administered equity real estate investment trust (REIT) with
expertise in the design, finance, development, construction
management and operational management of student housing
properties. As of June 30, 2022, American Campus Communities owned
166 student housing properties containing approximately 111,900
beds. Including its owned and third-party managed properties, ACC's
total managed portfolio consisted of 204 properties with
approximately 143,100 beds. Visit www.americancampus.com.
Additional Information and Where to Find It
In connection with the proposed transaction with Blackstone, ACC
has filed with the Securities and Exchange Commission (the “SEC”) a
proxy statement on Schedule 14A, and has mailed the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF ACC ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
ACC FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
definitive proxy statement and any other documents filed by ACC
with the SEC (when available) may be obtained free of charge at the
SEC’s website at www.sec.gov or at ACC’s website at
www.americancampus.com or by writing to American Campus
Communities, Inc., Attention: Investor Relations, 12700 Hill
Country Boulevard, Suite T-200, Austin, TX 78738.
Cautionary Statement Regarding Forward Looking
Statements
Some of the statements contained in this release constitute
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” or
“potential” or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters. You
can also identify forward-looking statements by discussions of
strategy, plans or intentions.
The forward-looking statements contained in this release reflect
ACC’s current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in
circumstances, many of which are beyond the control of ACC that may
cause actual results and future events to differ significantly from
those expressed in any forward-looking statement, which risks and
uncertainties include, but are not limited to: the ability to
complete the proposed transaction on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary shareholder approval and
satisfaction of other closing conditions to consummate the proposed
transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement relating to the proposed transaction; risks that the
proposed transaction disrupts ACC’s current plans and operations or
diverts the attention of ACC’s management or employees from ongoing
business operations; the risk of potential difficulties with ACC’s
ability to retain and hire key personnel and maintain relationships
with suppliers and other third parties as a result of the proposed
transaction; the failure to realize the expected benefits of the
proposed transaction; the proposed transaction may involve
unexpected costs and/or unknown or inestimable liabilities; the
risk that ACC’s business may suffer as a result of uncertainty
surrounding the proposed transaction; the risk that shareholder
litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification and liability;
effects relating to the announcement of the transaction or any
further announcements or the consummation of the transaction on the
market price of ACC’s common stock.
While forward-looking statements reflect ACC’s good faith
beliefs, they are not guarantees of future performance or events.
Any forward-looking statement speaks only as of the date on which
it was made. ACC disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in
underlying assumptions or factors, of new information, data or
methods, future events or other changes. For a further discussion
of these and other factors that could cause ACC’s future results to
differ materially from any forward-looking statements, see the
section entitled “Risk Factors” in ACC’s Annual Report on Form 10-K
for the year ended December 31, 2021 and in the other periodic
reports ACC files with the SEC.
Table 1
American Campus Communities,
Inc. and Subsidiaries
Consolidated Balance
Sheets
(dollars in thousands)
June 30, 2022
December 31, 2021
(unaudited)
Assets
Investments in real estate
Owned properties, net
$
6,606,132
$
6,676,811
On-campus participating properties,
net
62,518
65,559
Investments in real estate, net
6,668,650
6,742,370
Cash and cash equivalents
45,460
120,351
Restricted cash
19,508
14,326
Student contracts receivable, net
13,727
14,187
Operating lease right of use assets 1
455,036
456,239
Other assets 1
236,432
227,113
Total assets
$
7,438,813
$
7,574,586
Liabilities and equity
Liabilities
Secured mortgage and bond debt, net
$
533,514
$
535,836
Unsecured notes, net
2,776,105
2,773,855
Unsecured term loan, net
—
199,824
Unsecured revolving credit facility
135,000
—
Accounts payable and accrued expenses
77,303
93,067
Operating lease liabilities 2
500,603
496,821
Other liabilities 2
131,778
173,898
Total liabilities
4,154,303
4,273,301
Redeemable noncontrolling
interests
29,212
31,858
Equity
American Campus Communities, Inc. and
Subsidiaries
stockholders’ equity:
Common stock
1,394
1,391
Additional paid in capital
4,698,859
4,694,242
Common stock held in rabbi trust
(3,801
)
(3,943
)
Accumulated earnings and dividends
(1,582,281
)
(1,559,765
)
Accumulated other comprehensive loss
(7,569
)
(14,547
)
Total American Campus Communities, Inc.
and
Subsidiaries stockholders’ equity
3,106,602
3,117,378
Noncontrolling interests – partially owned
properties
148,696
152,049
Total equity
3,255,298
3,269,427
Total liabilities and equity
$
7,438,813
$
7,574,586
1.
For purposes of calculating net asset
value ("NAV") at June 30, 2022, the company excludes other assets
of approximately $6.7 million related to net deferred financing
costs on its revolving credit facility and the net value of
in-place leases, as well as operating lease right of use assets
disclosed above.
2.
For purposes of calculating NAV at June
30, 2022, the company excludes other liabilities of approximately
$33.2 million related to deferred revenue and fee income, as well
as operating lease liabilities disclosed above.
Table 2
American Campus Communities,
Inc. and Subsidiaries
Consolidated Statements of
Comprehensive Income
(dollars in thousands, except
share and per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
(unaudited)
(unaudited)
Revenues
Owned properties
$
232,313
$
199,623
$
485,361
$
418,067
On-campus participating properties
6,168
5,221
16,862
14,179
Third-party development services
4,147
866
11,029
2,825
Third-party management services
3,030
2,811
6,152
6,172
Total revenues
245,658
208,521
519,404
441,243
Operating expenses
Owned properties
106,961
95,703
210,569
189,694
On-campus participating properties
3,929
3,279
7,930
6,569
Third-party development and management
services
5,026
5,000
10,180
10,387
General and administrative 1
16,872
12,093
27,170
23,221
Depreciation and amortization
70,978
68,741
141,530
136,858
Ground/facility leases
6,819
3,435
12,957
6,643
Other operating expenses 2
—
833
—
2,033
Total operating expenses
210,585
189,084
410,336
375,405
Operating income
35,073
19,437
109,068
65,838
Nonoperating income (expenses)
Interest income
407
352
967
572
Interest expense
(30,509
)
(29,240
)
(60,570
)
(58,217
)
Amortization of deferred financing
costs
(1,626
)
(1,418
)
(3,240
)
(2,737
)
Other nonoperating income
577
157
757
157
Total nonoperating expenses
(31,151
)
(30,149
)
(62,086
)
(60,225
)
Income (loss) before income taxes
3,922
(10,712
)
46,982
5,613
Income tax provision
(323
)
(341
)
(663
)
(681
)
Net income (loss)
3,599
(11,053
)
46,319
4,932
Net loss (income) attributable to
noncontrolling interests
820
1,651
(2,717
)
1,284
Net income (loss) attributable to ACC,
Inc. and
Subsidiaries common
stockholders
$
4,419
$
(9,402
)
$
43,602
$
6,216
Other comprehensive income
Change in fair value of interest rate
swaps and other
2,261
1,351
6,978
3,869
Comprehensive income (loss)
$
6,680
$
(8,051
)
$
50,580
$
10,085
Net income (loss) per share
attributable to ACC, Inc.
and Subsidiaries common
shareholders
Basic
$
0.03
$
(0.07
)
$
0.31
$
0.04
Diluted
$
0.03
$
(0.07
)
$
0.30
$
0.04
Weighted-average common shares
outstanding
Basic
139,463,165
138,048,659
139,350,929
137,884,442
Diluted
141,066,184
138,048,659
140,624,028
139,139,383
1.
The three and six months ended June 30,
2022 amounts include $0.2 million and $0.4 million in consulting,
legal, and other costs incurred in relation to stockholder activism
activities in preparation for the company's annual stockholders'
meeting, respectively. The three and six months ended June 30, 2022
amounts also include $5.2 million of transaction costs incurred
related to the Blackstone Merger agreement executed on April 18,
2022. The three months ended June 30, 2021 amount includes $1.3
million in accelerated amortization of unvested restricted stock
awards due to the retirement of the company's President in August
2021. The six months ended June 30, 2021 amount includes $0.9
million in consulting, legal, and other costs incurred in relation
to stockholder activism activities in preparation for the company's
annual stockholders' meeting and $1.8 million in accelerated
amortization of unvested restricted stock awards due to the
retirement of the company's President in August 2021.
2.
The three and six months ended June 30,
2021 amounts include $0.8 million and $2.0 million related to the
settlement of a litigation matter, respectively.
Table 3
American Campus Communities,
Inc. and Subsidiaries
Consolidated Statements of
Funds from Operations (“FFO”)
(unaudited, dollars in
thousands, except share and per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Net income (loss) attributable to ACC,
Inc. and Subsidiaries common stockholders
$
4,419
$
(9,402
)
$
43,602
$
6,216
Noncontrolling interests' share of net
(loss) income
(820
)
(1,651
)
2,717
(1,284
)
Joint Venture ("JV") partners' share of
FFO
JV partners' share of net loss
(income)
818
1,634
(2,573
)
1,334
JV partners' share of depreciation and
amortization
(3,116
)
(1,902
)
(6,237
)
(3,794
)
(2,298
)
(268
)
(8,810
)
(2,460
)
Total depreciation and amortization
70,978
68,741
141,530
136,858
Corporate depreciation 1
(690
)
(706
)
(1,374
)
(1,455
)
FFO attributable to common stockholders
and OP unitholders
71,589
56,714
177,665
137,875
Elimination of operations of on-campus
participating properties ("OCPPs")
Net loss (income) from OCPPs
749
1,135
(3,152
)
(1,819
)
Amortization of investment in OCPPs
(1,996
)
(2,039
)
(3,989
)
(4,081
)
70,342
55,810
170,524
131,975
Modifications to reflect operational
performance of OCPPs
Our share of net cashflow 2
635
534
1,068
673
Management fees and other
362
294
931
802
Contribution from OCPPs
997
828
1,999
1,475
Blackstone transaction costs 3
5,235
—
5,235
—
Stockholder activism and other proxy
advisory costs 4
227
—
429
914
Elimination of litigation settlement
expense 5
—
833
—
2,033
Executive retirement charges 6
—
1,299
—
1,837
Funds from operations-modified (“FFOM”)
attributable to common
stockholders and OP unitholders
$
76,801
$
58,770
$
178,187
$
138,234
FFO per share - diluted
$
0.51
$
0.41
$
1.26
$
0.99
FFOM per share - diluted
$
0.54
$
0.42
$
1.26
$
0.99
Weighted-average common shares
outstanding - diluted
141,066,184
139,766,038
141,053,324
139,643,100
1.
Represents depreciation on corporate
assets not added back for purposes of calculating FFO.
2.
50% of the properties’ net cash available
for distribution after payment of operating expenses, debt service
(including repayment of principal) and capital expenditures which
is included in ground/facility leases expense in the accompanying
consolidated statements of comprehensive income.
3.
Represents transaction costs incurred in
relation to the Blackstone Merger agreement executed on April 18,
2022.
4.
Represents consulting, legal, and other
costs incurred in relation to stockholder activism activities in
preparation for the company’s 2021 and 2022 annual stockholders'
meetings, which are included in general and administrative expenses
in the accompanying consolidated statements of comprehensive
income.
5.
Represents expense associated with the
settlement of a litigation matter, which is included in other
operating expenses in the accompanying consolidated statements of
comprehensive income.
6.
Represents accelerated amortization of
unvested restricted stock awards due to the retirement of the
company's President in August 2021, which is included in general
and administrative expenses in the accompanying consolidated
statements of comprehensive income.
Table 4
American Campus Communities,
Inc. and Subsidiaries
Owned Properties Results of
Operations1
(unaudited, dollars in
thousands)
Three Months Ended June
30,
Six Months Ended June
30,
2022
2021
$ Change
% Change
2022
2021
$ Change
% Change
Owned properties revenues
Same store properties
$
215,981
$
198,239
$
17,742
8.9
%
$
455,620
$
416,028
$
39,592
9.5
%
New properties
16,332
1,384
14,948
29,741
2,039
27,702
Total revenues
$
232,313
$
199,623
$
32,690
16.4
%
$
485,361
$
418,067
$
67,294
16.1
%
Owned properties operating
expenses
Same store properties
$
99,221
$
93,234
$
5,987
6.4
%
$
195,590
$
185,637
$
9,953
5.4
%
New properties
7,675
2,398
5,277
14,823
3,915
10,908
Other 2
65
71
(6
)
156
142
14
Total operating expenses
$
106,961
$
95,703
$
11,258
11.8
%
$
210,569
$
189,694
$
20,875
11.0
%
Owned properties net operating income
(loss)
Same store properties
$
116,760
$
105,005
$
11,755
11.2
%
$
260,030
$
230,391
$
29,639
12.9
%
New properties
8,657
(1,014
)
9,671
14,918
(1,876
)
16,794
Other 2
(65
)
(71
)
6
(156
)
(142
)
(14
)
Total net operating income
$
125,352
$
103,920
$
21,432
20.6
%
$
274,792
$
228,373
$
46,419
20.3
%
1.
The same store grouping above represents
properties owned and operating for both of the entire years ended
December 31, 2022 and 2021, which are not conducting or planning to
conduct substantial development, redevelopment, or repositioning
activities, and are not classified as held for sale as of June 30,
2022. Includes the full operating results of properties owned
through joint ventures in which the company has a controlling
financial interest and which are consolidated for financial
reporting purposes.
2.
Includes professional fees related to the
operation of consolidated joint ventures that are included in owned
properties operating expenses in the accompanying consolidated
statements of comprehensive income (refer to Table 2).
Category: Earnings
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220725005874/en/
American Campus Communities, Inc., Austin Ryan Dennison,
512-732-1000
American Campus Communit... (NYSE:ACC)
過去 株価チャート
から 4 2024 まで 5 2024
American Campus Communit... (NYSE:ACC)
過去 株価チャート
から 5 2023 まで 5 2024