-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5aHyeIkyS3lzbLMhq99/eSmVu72dYeV1jvpkG4EYhXOw4siid3RgbOa7Tbojrot 2nqwzQsjJR7wI20rvZtLCQ== 0001157523-05-005265.txt : 20050611 0001157523-05-005265.hdr.sgml : 20050611 20050606080121 ACCESSION NUMBER: 0001157523-05-005265 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050329 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAMPUS COMMUNITIES INC CENTRAL INDEX KEY: 0001283630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760753089 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32265 FILM NUMBER: 05879209 MAIL ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 8-K/A 1 a4903298.txt AMERICAN CAMPUS COMMUNITIES, INC., 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- 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): March 29, 2005 AMERICAN CAMPUS COMMUNITIES, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Maryland 001-32265 76-0753089 - ------------------------ ----------------------- ----------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) 805 Las Cimas Parkway, Suite 400, Austin, TX 78746 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 512-732-1000 - -------------------------------------------------------------------------------- (Registrants' telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) N/A - -------------------------------------------------------------------------------- We hereby amend Item 2.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2005 to file audited financial statements and unaudited pro forma financial information related to the acquisition of the Exchange at Gainesville, a property we acquired through our Operating Partnership on March 29, 2005. Item 9.01 Financial Statements and Exhibits Item 9.01 (a) Financial Statements of Businesses Acquired The required financial statements for the Exchange at Gainesville for the three months ended March 31, 2005 (unaudited) and for the year ended December 31, 2004 are filed as Exhibit 99.2 hereto. Item 9.01 (b) Pro Forma Financial Information The required pro forma financial information for the three months ended March 31 2005 and for the year ended December 31, 2004 (all unaudited) is filed as Exhibit 99.3 hereto Item 9.01 (c) Exhibits Exhibit Number Title - -------------- ----- 99.1 Report of Independent Registered Public Accounting Firm 99.2 Statements of Revenues and Certain Expenses of the Exchange at Gainesville for the three months ended March 31, 2005 (unaudited) and for the year ended December 31, 2004 and Notes thereto 99.3 Pro Forma Condensed Consolidated and Combined Statement of Operations of American Campus Communities, Inc. and Subsidiaries for the three months ended March 31, 2005 and for the year ended December 31, 2004 and Notes thereto (unaudited) 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: June 3, 2005 By: /s/ Jonathan Graf --------------------------------------------------- Senior Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer) EX-99.1 2 a4903298ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders American Campus Communities, Inc. We have audited the statement of revenues and certain expenses of the Exchange at Gainesville (the "Property"), located in Gainesville, Florida, for the year ended December 31, 2004. The financial statement is the responsibility of the Property's management. 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 Property'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 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 revenues and certain expenses of the Exchange at Gainesville as described in Note 1 for the year ended December 31, 2004 in conformity with United States generally accepted accounting principles. /s/ Ernst & Young, LLP Austin, TX May 20, 2005 EX-99.2 3 a4903298ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 Exchange at Gainesville Statements of Revenues and Certain Expenses Quarter ended Year ended March 31, 2005 December 31, 2004 --------------------------------- (unaudited) Revenues: Rents $1,510,634 $6,008,089 Other income 59,266 164,148 ------------------------------ Total revenues 1,569,900 6,172,237 Certain expenses: Real estate taxes 115,069 483,378 Property operating expenses 538,404 2,253,152 Management fees 47,187 185,249 ------------------------------ Total certain expenses 700,660 2,921,779 ------------------------------ Revenues in excess of certain expenses $ 869,240 $3,250,458 ============================== See accompanying notes to financial statements Exchange at Gainesville Notes to Statements of Revenues and Certain Expenses For the Year Ended December 31, 2004, and the Quarter Ended March 31, 2005 1. Basis of Presentation Presented herein are the statements of revenues and certain expenses related to the operation of the student housing property owned during 2004 and 2005 by a certain limited liability company managed by the Exchange at Gainesville (the "Property). The Property consists of 396 units and 1,044 beds located in Gainesville, Florida. In March 2005, American Campus Communities, Inc., through subsidiaries of its operating partnership, American Campus Communities Operating Partnership LP, acquired the Property. The accompanying financial statements have 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 statements exclude certain expenses because they may not be comparable to those expected to be incurred in the proposed future operations of the Property. 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 Property was managed by a third-party management company, pursuant to an agreement which provided for management fees of 3% of monthly gross revenues earned, as defined. Management fees of approximately $185,000 and $47,000 for the year ended December 31, 2004 and for the quarter ended March 31, 2005, respectively, were incurred. 5. Interim Unaudited Financial Information The statement of revenues and certain expenses for the quarter ended March 31, 2005 are unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain expenses for this interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year. EX-99.3 4 a4903298ex99_3.txt EXHIBIT 99.3 Exhibit 99.3 American Campus Communities, Inc. and Subsidiaries Pro Forma Condensed Consolidated and Combined Statements of Operations For the Year Ended December 31, 2004 and Quarter Ended March 31, 2005 (unaudited, dollars in thousands, except share and per share amounts) The following unaudited 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 the Exchange at Gainesville 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, and as filed on Form 10-Q, the period from January 1 to March 31, 2005 (representing the "Company"). The pro forma condensed consolidated and 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. American Campus Communities, Inc. and Subsidiaries Pro Forma Condensed Consolidated and Combined Statements of Operations For the Year Ended December 31, 2004 (unaudited, dollars in thousands, except share and per share amounts)
Company Predecessor Period from Period from August 17, 2004 January 1, 2004 Completed to December 31, to Transactions 2004 August 16, 2004 (a) ----------------- ---------------- ------------- Revenues $ 26,262 $ 34,561 $ 9,628 Operating expenses: Property operating expenses 9,345 15,416 4,247 Third party development and management services 2,140 3,403 - General and administrative 4,202 1,032 - Depreciation and amortization 4,158 5,815 - Ground/facility leases 214 598 - ----------- --------------- ------------- Total operating expenses 20,059 26,264 4,247 ----------- --------------- ------------- Operating income 6,203 8,297 5,381 Nonoperating income and (expenses): Interest income 39 43 - Interest expense (5,556) (11,142) - Amortization of deferred financing costs (842) (369) - Other nonoperating income 653 274 - ----------- --------------- ------------- Total nonoperating expenses (5,706) (11,194) - ----------- --------------- ------------- Income (loss) before income tax benefit and minority interests 497 (2,897) 5,381 Income tax benefit 728 - - Minority interests (29) 129 - ----------- --------------- ------------- Income (loss) from continuing Operations $ 1,196 $ (2,768) $ 5,381 =========== =============== ============= Income (loss) from continuing operations per share: Basic $ 0.10 =========== Diluted $ 0.10 =========== Weighted average common shares outstanding: Basic 12,513,130 =========== Diluted 12,634,130 =========== Acquired Company and Property Pro Forma Predecessor (b) Adjustments Pro Forma ------------ ----------- ------------- Revenues $ 6,172 $ - $ 76,623 Operating expenses: Property operating expenses 2,922 - 31,930 Third party development and management services - - 5,543 General and administrative - 938 (c) 6,172 Depreciation and amortization - 4,619 (d) 14,592 Ground/facility leases - - 812 ------------ ---------- ---------- Total operating expenses 2,922 5,557 59,049 ------------ ---------- ----------- Operating income 3,250 (5,557) 17,574 Nonoperating income and (expenses): Interest income - - 82 Interest expense - (3,304) (e) (20,002) Amortization of deferred financing costs - 116 (f) (1,095) Other nonoperating income - - 927 ------------ ---------- ---------- Total nonoperating expenses - (3,188) (20,088) ------------ ---------- ---------- Income (loss) before income tax benefit and minority interests 3,250 (8,745) (2,514) Income tax benefit - - 728 Minority interests - (99) (g) 1 ------------ ---------- ----------- Income (loss) from continuing Operations $ 3,250 $ (8,844) $ (1,785) ============ ========== ============ Income (loss) from continuing operations per share: Basic $ (0.14) ========== Diluted $ (0.14) ========== Weighted average common shares outstanding: Basic 109,015 (h) 12,622,145 ========== ========== Diluted (11,985) (h) 12,622,145 ========== ==========
American Campus Communities, Inc. and Subsidiaries Notes to Pro Forma Condensed Consolidated and Combined Statements of Operations For the Year Ended December 31, 2004 (Unaudited) (a) Reflects results of the operations of the acquired five-property Proctor Portfolio of Properties and City Parc Property at Fry Street for the year ended December 31, 2004. (b) Reflects the operations of the Exchange at Gainesville for the year ended December 31, 2004. (c) 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. (d) Reflects depreciation expense on the Completed Transactions and the Exchange at Gainesville fixed assets purchased and recorded at fair value and amortization of intangible lease assets recognized upon acquisition. (e) Represents an increase in interest expense from the Completed Transactions 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 Completed Transactions and an increase in interest expense incurred under short term financing entered into to complete the Exchange at Gainesville acquisition. This was offset by the repayment of certain debt with proceeds from the IPO. For the purpose of the unaudited pro forma condensed consolidated and combined statement of operations for the year ended December 31, 2004, these loans are reflected as repaid on January 1, 2004. (f) Represents a decrease in amortization of deferred financing costs as a result of the repayment of debt in connection with the IPO. This was offset by the amortization of financing costs incurred and deferred in connection with the Completed Transactions and Exchange at Gainesville debt assumed or incurred by the Company. (g) 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, 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 ended December 31, 2004. (h) Assumes that the IPO and related common share issuance occurred effective January 1, 2004. American Campus Communities, Inc. and Subsidiaries Pro Forma Condensed Consolidated Statement of Operations For the Quarter Ended March 31, 2005 (unaudited, dollars in thousands, except share and per share amounts)
Company Quarter Ended Completed Acquired Pro Forma Company March 31, 2005 Transactions (a) Property (b) Adjustments Pro Forma ----------------- ---------------- --------------- ------------- ------------ Revenues $ 19,541 $ 1,214 $ 1,570 $ - $ 22,325 Operating expenses: Property operating expenses 7,011 427 701 - 8,139 Third party development and management services 1,464 - - - 1,464 General and administrative 1,364 - - - 1,364 Depreciation and amortization 3,424 - - 340 (c) 3,764 Ground/facility leases 212 - - - 212 ----------- ------------ ----------- ------------- ---------- Total operating expenses 13,475 427 701 340 14,943 ----------- ------------ ----------- ------------- ---------- Operating income 6,066 787 869 (340) 7,382 Nonoperating income and (expenses): Interest income 58 - - - 58 Interest expense (3,808) - - (962)(d) (4,770) Amortization of deferred financing costs (246) - - (16)(e) (262) Other nonoperating income 430 - - - 430 ----------- ------------ ----------- ------------- ---------- Total nonoperating expenses (3,566) - - (978) (4,544) ----------- ------------ ----------- ------------- ---------- Income before income tax provision and minority interests 2,500 787 869 (1,318) 2,838 Income tax provision (102) - - - (102) Minority interests (87) - - (3)(f) (90) ----------- ------------ ----------- ------------- ---------- Income from continuing operations $ 2,311 $ 787 $ 869 $ (1,321) $ 2,646 =========== ============ =========== ============= =========== Income from continuing operations per share: Basic $ 0.18 $ 0.21 =========== ========== Diluted $ 0.19 $ 0.21 =========== ========== Weighted average common shares outstanding: Basic 12,622,145 12,622,145 =========== ========== Diluted 12,769,939 12,769,939 =========== ==========
American Campus Communities, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statements of Operations For the Quarter Ended March 31, 2005 (Unaudited) (a) Reflects the operations of the acquired Proctor Portfolio of Properties and City Parc Property for the period from January 1, 2005 to the date of acquisition. (b) Reflects the operations of the Exchange at Gainesville for the period from January 1, 2005 to the date of acquisition. (c) Reflects depreciation expense on the Completed Transactions and the Exchange at Gainesville fixed assets purchased and recorded at fair value upon acquisition, less amortization of intangible lease assets recognized upon acquisition. (d) Represents an increase in interest expense from the Completed Transactions debt assumed by the Company and valued at fair market value, an increase in interest expense incurred under the Company's revolver for borrowings made to complete the Completed Transactions and an increase in interest expense incurred under financing entered into to complete the Exchange at Gainesville acquisition. (e) Represents an increase in amortization of deferred financing costs from the Completed Transactions and Exchange at Gainesville debt. (f) Represents the recognition of a 1.0% 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 quarter ending March 31, 2005. -----END PRIVACY-ENHANCED MESSAGE-----