UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 1 to
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 7, 2005
AMERICAN CAMPUS COMMUNITIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 001-32265 76-0753089
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
805 Las Cimas Parkway, Suite 400, Austin, TX 78746
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(Address of principal executive offices) (Zip Code)
512-732-1000
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(Registrants' telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
N/A
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We hereby amend Item 2 of our Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 8, 2005 to file audited financial
statements related to certain real estate acquisitions (the Proctor Portfolio of
Properties) we made through our Operating Partnership in February 2005 and
certain other unaudited pro forma financial information.
Filing of amended information under Item 7 (a) and (b):
Item 7 (a): Combined Statement of Revenues and Certain Expenses
of the Proctor Portfolio of Properties
Item 7 (b): Unaudited Pro Forma Condensed Combined Statements of
Operations of American Campus Communities, Inc. for
the year ended December 31, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
American Campus Communities, Inc.
(Registrant)
Date: April 19, 2005 By: /s/ Mark J. Hager
---------------------------------------------
Executive Vice President, Chief Financial and
Accounting Officer and Treasurer
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
American Campus Communities, Inc.
We have audited the combined statement of revenues and certain expenses of
Proctor Portfolio of Properties, located in Tallahassee, Florida and
Gainesville, Florida, for the year ended December 31, 2004. The financial
statement is the responsibility of the management of the Proctor Portfolio of
Properties. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission for inclusion in Form 8-K/A of American
Campus Communities, Inc. and is not intended to be a complete presentation of
the Properties' revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the combined revenues and certain expenses of the Proctor
Portfolio of Properties as described in Note 1 for the year ended December 31,
2004, in conformity with accounting principles generally accepted in the United
States.
Ernst & Young, LLP
Austin, TX
March 15, 2005
Proctor Portfolio of Properties
Combined Statement of Revenues and Certain Expenses
For the year ended December 31, 2004
Revenues:
Rents $ 6,725,502
Other income 1,768,308
-------------------
Total revenues 8,493,810
Certain expenses:
Real estate taxes 586,472
Property operating expenses 2,991,602
Management fees 281,227
-------------------
Total certain expenses 3,859,301
-------------------
Revenues in excess of certain expenses $ 4,634,509
===================
See accompanying notes to financial statement
Proctor Portfolio of Properties
Notes to Combined Statement of Revenues and Certain Expenses
For the Year Ended December 31, 2004
1. Basis of Presentation
Presented herein is the combined statement of revenues and certain expenses
related to the operations of five student housing properties owned during 2004
by certain limited liability companies managed by Thomas C. Proctor Sr. The
Properties consist of four student housing properties located in Tallahassee,
Florida and one property located in Gainesville, Florida (collectively, the
"Proctor Portfolio of Properties" or the "Properties"). The Properties total 53
buildings, 446 units and 1,656 beds. In February 2005, American Campus
Communities, Inc., through subsidiaries of its operating partnership, American
Campus Communities Operating Partnership LP, acquired the Properties.
The accompanying financial statement has been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate properties. Accordingly, the financial statement
excludes certain expenses because they may not be comparable to those expected
to be incurred in the proposed future operations of the Properties. Items
excluded consist of interest and depreciation and amortization not applicable to
future operations.
2. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. Rental Revenue Recognition
Students are required to execute lease contracts with payment schedules that
vary from single to monthly payments. Rental income is generally recognized on a
straight-line basis over the terms of the leases.
4. Management Fees
The Properties were managed by a third-party management company, pursuant to an
agreement which provided for management fees of 4.0% of monthly revenues earned,
as defined. Management fees of approximately $281,000 for the year ended
December 31, 2004 were incurred.
American Campus Communities, Inc.
Unaudited Pro Forma Condensed and Combined Statements of Operations
For the Year Ended December 31, 2004
(unaudited, dollars in thousands, except per share amounts)
The following unadudited pro forma condensed combined statements of operations
are presented as if American Campus Communities, Inc. (the "Company") had
acquired the real estate assets, subject to certain liabilities, of Proctor
Portfolio of Properties and its initial public offering ("IPO") had occurred as
of January 1, 2004. These financial statements should be read in conjunction
with the Company's historical financial statements and notes thereto as filed on
Form 10-K for the period from January 1, 2004 to August 16, 2004, representing
the predecessor, and the period from August 17, 2004 to December 31, 2004
(representing the "Company"). The pro forma condensed combined statements of
operations are unaudited and are not necessarily indicative of what the actual
results of operations would have been had the Company acquired the properties as
of January 1, 2004, nor do they purport to represent the results of operations
of the Company for future periods.
Company Predecessor
Period from Period from
August 17, 2004 January 1, 2004 Acquired
to December 31, to Properties Pro Forma Pro Forma
2004 August 16, 2004 (a) Adjustments Combined
----------------- ------------------ ------------- ------------- -------------
Revenues $ 26,262 $ 34,561 $ 8,494 $ - $ 69,317
Operating expenses:
Facility operating expenses 9,345 15,416 3,859 - 28,620
Third party development and
management services 2,140 3,403 - - 5,543
General and administrative 4,202 1,032 - 938 (b) 6,172
Depreciation and amortization 4,158 5,815 - 2,385 (c) 12,358
Ground/facility lease 214 598 - - 812
----------------- ------------------ ------------- ------------- -------------
Total operating expenses 20,059 26,264 3,859 3,323 53,505
----------------- ------------------ ------------- ------------- -------------
Operating income (loss) 6,203 8,297 4,635 (3,323) 15,812
Nonoperating income and (expenses):
Interest income 39 43 - - 82
Interest expense (5,556) (11,142) - (202) (d) (16,900)
Amortization of deferred financing
costs (842) (369) - 155 (e) (1,056)
Other nonoperating income 653 274 - - 927
----------------- ------------------ ------------- ------------- -------------
Total nonoperating expenses (5,706) (11,194) - (47) (16,947)
----------------- ------------------ ------------- ------------- -------------
Income (loss) before income tax
benefit and minority interests 497 (2,897) 4,635 (3,370) (1,135)
Income tax benefit 728 - - - 728
Minority interests (29) 129 - (113) (f) (13)
----------------- ------------------ ------------- ------------- -------------
Income (loss) from continuing
operations $ 1,196 $ (2,768) $ 4,635 $ (3,483) $ (420)
================= ================== ============= ============= =============
Income (loss) per share from
continuing operations:
Basic $ 0.10 $ (0.03)
================= =============
Diluted $ 0.10 $ (0.03)
================= =============
Weighted average common
shares outstanding:
Basic 12,513,130 109,015 (g) 12,622,145
================= ============= =============
Diluted 12,634,130 (11,985) (g) 12,622,145
================= ============= =============
American Campus Communities, Inc.
Notes to Unaudited Pro Forma Condensed and Combined Statements of Operations
For the Year Ended December 31, 2004
(a) Reflects the operations of the acquired Proctor Portfolio of Properties
for the year ended December 31, 2004.
(b) Reflects the pro forma increased costs associated with operating as a
public company for the period from January 1, 2004 through the
consummation of the Company's IPO on August 17, 2004. Such costs
include compensation and staffing, directors and officers liability
insurance premiums, Board of Directors costs and increased legal
expenses.
(c) Reflects depreciation expense on the Proctor Portfolio of Properties
fixed assets purchased and recorded at fair value and amortization of
intangible lease assets recognized upon acquisition of the Proctor
Portfolio of Properties.
(d) Represents an increase in interest expense (approximately $2.0 million)
from the Proctor Portfolio of Properties debt assumed by the Company
and valued at fair market value, and an increase in interest expense
incurred under the Company's revolver for borrowings made to complete
the Proctor Portfolio acquisition. This was offset by the repayment of
certain debt with proceeds from the IPO. For the purpose of the
unaudited pro forma condensed statement of operations for the year
ending December 31, 2004, these loans are reflected as repaid on
January 1, 2004.
(e) Represents a decrease in amortization of deferred financing costs as a
result of the repayment of debt in connection with the IPO mentioned in
Note (d). This was offset by the amortization of financing costs
incurred and deferred in connection with the Proctor Portfolio of
Properties debt assumed by the Company.
(f) Represents the elimination of a minority interest in earnings resulting
from the acquisition with proceeds from the IPO of a minority ownership
interest in a joint venture partnership, which was offset by the
recognition of a 1% special class of partnership interests in the
Operating Partnership granted to certain members of senior management
in conjunction with the IPO. An adjustment has been made to reflect the
1.0% minority interest in earnings for the year ending December 31,
2004.
(g) Assumes that the IPO occurred effective January 1, 2004.