EX-99.1 3 rrd58178_1824.htm PRESS RELEASE DATED NOVEMBER 10, 2004 FOR IMMEDIATE RELEASE

Exhibit 99.1

AT THE COMPANY:
Bill Bayless
Chief Executive Officer
(512) 732-1000

AT THE FINANCIAL RELATIONS BOARD:
Georganne Palffy
General Info
(312) 640-6768

 

FOR IMMEDIATE RELEASE

WEDNESDAY, NOVEMBER 10, 2004

AMERICAN CAMPUS COMMUNITIES, INC. REPORTS THIRD QUARTER FINANCIAL RESULTS

Austin, TX -- November 10, 2004: American Campus Communities, Inc. (NYSE:ACC) (the "company") today reported operating results for the third quarter ended September 30, 2004.

Highlights

  • Consummated the company's initial public offering ("IPO") of 12.6 million shares of common stock, including the exercise of 515,000 shares of the underwriter's over-allotment option, representing gross offering proceeds of $220.8 million.

  • Secured a $75.0 million credit facility from a syndicate of lenders led by Citigroup and Deutsche Bank.

  • Completed the development, lease up, and commencement of operations at three new properties totaling 457 units and 1,635 beds in San Bernardino, CA, Fresno, CA and Philadelphia, PA. As of September 30, 2004, these properties were 99 percent occupied.

  • Achieved 97 percent occupancy for same store owned off-campus properties for the 2004/2005 academic year lease-up, a 9 percent increase over the 2003/2004 lease-up occupancy of 88 percent. The company's total owned portfolio achieved 98 percent occupancy for the 2004/2005 academic year lease up.

  • Initiated the development of a $35.8 million owned off-campus property in Buffalo, New York, consisting of 271 units and 828 beds, which is scheduled to open for occupancy in August 2005.

  • Entered into a purchase and sale agreement to acquire five student-housing properties in Florida consisting of 446 units and 1,656 beds, for a purchase price of $53.5 million, including the assumption of $35.5 million in debt.

 

 

Third Quarter Operating Results

Quarterly information discussed herein reflects the combination of the company's operations since its commencement on August 17, 2004 concurrent with the consummation of the IPO, and the company's Predecessor operations for the period prior to August 17, 2004. The company's Predecessor operations include among other items, higher debt and interest expense levels, and the operations of certain non-core assets that were distributed to the Predecessor owners as part of the formation transactions that are reflected as discontinued operations in the Predecessor statement of operations. Additionally, the post-IPO results in the third quarter of 2004 were impacted by a series of charges totaling approximately $2.6 million related to the company's recent IPO and related formation transactions. The primary components of the charges include: (i) profits interest unit grants of approximately $2.1 million; (ii) restricted stock unit grants of $0.1 million; and (iii) write-off of loan origination costs and exit fees associated with the repayment of indebtedness of approximately $1.2 million. These items were partially offset by the recognition of a deferred tax asset associated with a step up in the tax basis of on-campus participating properties owned by our TRS, resulting in an income tax benefit of $0.8 million. As a result, the historic results of operations prior to the IPO and the related combined results of operations for the quarter discussed herein are not indicative, or in some instances directly comparable, to the results of operations after the IPO.

For the three months ended September 30, 2004, the company had total revenues of $13.7 million compared to $13.3 million for the three months ended September 30, 2003, an increase of $0.4 million. The net loss, for the three months ended September 30, 2004, was $5.2 million, compared to a net loss of $1.5 million for the third quarter in 2003. Funds from Operations ("FFO") for the three months ended September 30, 2004 and 2003 were ($2.6 million) and $0.7 million, respectively. Funds from operations -- modified for operational performance of on-campus participating properties ("FFOM") for the three months ended September 30, 2004 and 2003 were ($2.2 million) and $1.3 million, respectively. Excluding the charges specifically related to the IPO and formation transactions as described in the preceding paragraph, net loss, FFO and FFOM for the three month period ended September 30, 2004 would have been $2.6 million, $0.0 million and $0.4 million, respectively. As anticipated in our Prospectus dated August 11, 2004, the decline in our 2004 third quarter operating results is primarily the result of the decline in the third party development services revenues. A reconciliation of FFO and FFOM to net loss, the most directly comparable GAAP measure, is included in a schedule accompanying this press release.

Bill Bayless, Chief Executive Officer of American Campus Communities, stated, "The successful completion of our initial public offering during the quarter demonstrates the market's confidence in our strategy and proven track record. We are pleased that in tandem with our public offering, we were able to secure a $75 million credit facility, deliver nine development properties for either our own account or third party clients, and lease our owned portfolio to a level in excess of 95 percent for the upcoming academic year. Our third quarter reflects the seasonality of our operations, as our business activities coincide with the beginning of the academic year at the nation's colleges and universities."

Portfolio/Business Update

The company opened six third party on-campus development projects representing in excess of $218 million in development, and consisting of more than 1,500 units and 4,000 beds. Four of the respective institutions have contracted the company to provide on-going property management services. In addition, during the quarter the company secured two additional third party management contracts. At the end of the quarter, the company owned 17 properties containing more than 4,000 units and 12,000 beds, an increase of 2,000 beds and 20% over the third quarter 2003 and, including the owned properties, the company managed 35 properties representing more than 8,700 units and 24,000 beds, an increase of 4,700 beds, or a 24% increase, over the third quarter 2003.

Growth Activity

As previously announced, the company commenced development on a $35.8 million owned off-campus development near the State University of New York at Buffalo. The 271-unit, 828-bed development is expected to open for occupancy in the third quarter of 2005. The company also entered into an agreement to acquire five student-housing properties in Florida. The properties total 446 units and 1,656 beds with occupancy of approximately 95 percent, and currently generate average monthly revenue per bed of $445. The acquisition is expected to close in the fourth quarter of 2004.

With regard to these transactions, Mr. Bayless commented, "We are excited about the opportunities afforded us by the Buffalo development and the Florida acquisitions. Both transactions fit well into our growth strategy, which focuses on owning high quality assets, located in close proximity to colleges and universities, that offer product differentiation, which provides a competitive advantage in the marketplace. Our strategy to maximize shareholder return is disciplined -- we will not grow for the sake of growth, but will build value by staying true to the market and investment criteria that has made us the premiere company in the student housing industry."

Third Quarter Distribution

As previously announced the Board of Directors approved a quarterly dividend distribution of $0.1651 per share, which will be paid on November 29, 2004 to all common shareholders of record as of November 22, 2004.

2004 Outlook

The company believes that the financial results for the fourth quarter of 2004 will be affected by national and regional economic trends and events, the acquisition of properties, the amount of income recognized by the taxable REIT subsidiary, and any corresponding income tax expense and other factors. Based upon these assumptions management anticipates that the fourth quarter 2004 FFO will be in the range of $0.44 to $0.47 per diluted share and that FFOM will be in the range of $0.35 to $0.38 per diluted share. All guidance is based on the current expectations and judgment of the company's management team.

A reconciliation of the range provided for projected net income to projected FFO and FFOM for the fourth quarter of 2004, and assumptions utilized is included in the tables herein.

2005 Outlook

The company believes that the financial results for the fiscal year ended December 31, 2005 will be affected by national and regional economic trends and events, the acquisition of properties, the ability of the company to be awarded development projects and the timing of such awards, the amount of income recognized by the taxable REIT subsidiary, and any corresponding income tax expense and other factors. Based upon these assumptions management anticipates that the fiscal year 2005 FFO will be in the range of $1.54 to $1.67 per diluted share and that FFOM will be in the range of $1.32 to $1.47 per diluted share. All guidance is based on the current expectations and judgment of the company's management team.

A reconciliation of the range provided for projected net income to projected FFO and FFOM for the fiscal year ended December 31, 2005, and assumptions utilized is included in the tables herein.

Earnings Call

The company will host a conference call to discuss third quarter results and provide a company update on Thursday, November 11, 2004 at 11:00 a.m. Eastern, 10:00 a.m. Central, 9:00 a.m. Mountain, 8:00 a.m. Pacific.

To participate by telephone please dial 800-475-2151 or 973-582-2749 at least 5 minutes before start time. You may also participate in the call by webcast on the Company website at www.americancampuscommunities.com or at www.fulldisclosure.com.

To listen to a live broadcast, go to this site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software. In addition, informational slides to accompany the conference call will be available at www.americancampuscommunities.com in the Investor Relations section, or at www.fulldisclosure.com at the beginning of the call.

 

 

 

 

 

 

About the Company

American Campus Communities, Inc. is the only publicly traded REIT solely focused on student housing in the United States. American Campus Communities is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, finance, development, construction management, leasing and management of student housing properties. The company owns 17 high-quality student housing properties, containing more than 4,100 apartment units and 12,600 beds. In conjunction with the properties owned, the company manages 35 student housing properties, representing more than 24,000 beds. For more information please go to the company website at www.americancampuscommunities.com.

Forward-Looking Statements

This press release contains forward-looking statements, which express the current beliefs and expectations of management. Except for historical information, the matters discussed in this press release are forward-looking statements and can be identified by the use of the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result" and similar expressions. Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including risks and uncertainties inherent in the national economy, the real estate industry in general, and in our specific markets; the effect of terrorism or the threat of terrorism; legislative or regulatory changes including changes to laws governing REITS; our dependence on key personnel whose continued service is not guaranteed; availability of qualified acquisition and development targets; availability of capital and financing; rising interest rates; rising insurance rates; impact of ad volarem and income taxation; changes in generally accepted accounting principals; and our continued ability to successfully lease and operate our properties. While we believe these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. These forward-looking statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES AND AMERICAN CAMPUS PREDECESSOR

CONSOLIDATED AND COMBINED BALANCE SHEETS

(In thousands except share and per share data)

Company

Predecessor

September 30, 2004

December 31, 2003

(Unaudited)

Assets

Investments in real estate:

Student housing facilities subject to leases, net

$ 68,168

$ 69,713

Student housing facility subject to lease-held for sale

-

7,976

Student housing properties, net

268,137

222,907

Investments in real estate, net

336,305

300,596

Cash and cash equivalents

5,491

5,227

Restricted cash and short-term investments

7,385

9,503

Student contracts receivable, net

2,000

2,355

Other assets

10,969

12,885

Total assets

$ 362,150

$ 330,566

Liabilities and stockholders' and Predecessor owners' equity

Liabilities:

Mortgage loans, bonds payable, and lines of credit

$ 193,028

$ 267,518

Note payable secured by leasehold held for sale

-

8,080

Accounts payable and accrued expenses

6,856

3,847

Other liabilities

21,636

23,211

Total liabilities

221,520

302,656

Minority interests

2,545

252

Stockholders' and Predecessor owners' equity:

Common stock, $.01 par value, 800,000,000 shares authorized, 12,615,000

shares issued and outstanding

126

-

Additional paid in capital

139,606

-

Accumulated deficit

(1,538)

-

Accumulated other comprehensive loss

(109)

(197)

Predecessor owners' equity

-

27,855

Total stockholders' and Predecessor owners' equity

138,085

27,658

Total liabilities and stockholders' and Predecessor owners' equity

$ 362,150

$ 330,566

 

 

 

AMERICAN CAMPUS COMMUNITIES, INC. AND AMERICAN CAMPUS PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

Company

Predecessor

Period from

August 17, 2004 to September 30, 2004

Period from

July 1, 2004 to August 16, 2004

Three Months

Ended

September 30, 2003

Revenues:

Student housing rental revenue

$ 5,045

$ 4,146

$ 7,500

Student housing facilities subject to leases revenue

2,483

845

2,893

Third party development services

332

178

2,679

Third party development services -- student

housing facilities subject to leases

13

14

30

Third party facility management services - affiliates

-

19

58

Third party management services

340

176

178

Resident services

114

-

-

Total revenues

8,327

5,378

13,338

Operating expenses:

Student housing

2,391

2,942

4,265

Student housing facilities subject to leases

431

1,601

2,170

Third party development and management services

718

612

1,401

General and administrative

2,888

24

345

Depreciation and amortization

1,401

1,284

2,209

Ground lease

100

202

43

Total operating expenses

7,929

6,665

10,433

Operating income (loss)

398

(1,287)

2,905

Nonoperating income and (expenses):

Interest income

14

18

20

Interest expense

(2,006)

(2,575)

(4,235)

Amortization of deferred financing costs

(702)

(81)

(140)

Other nonoperating income

-

274

-

Total nonoperating expenses

(2,694)

(2,364)

(4,355)

Loss before income tax benefit, minority interests, and

discontinued operations

(2,296)

(3,651)

(1,450)

Income tax benefit

757

-

-

Minority interests

1

85

(4)

Loss from continuing operations

(1,538)

(3,566)

(1,454)

Loss attributable to discontinued operations

-

(104)

(90)

Net loss

$ (1,538)

$ (3,670)

$ (1,544)

Loss per share -- basic:

Loss from continuing operations per share

$ ( 0.13)

Net loss per share

$ (0.13)

Loss per share -- diluted:

Loss from continuing operations per share

$ ( 0.13)

Net loss per share

$ (0.13)

Weighted-average common shares outstanding:

Basic

12,290,256

Diluted

12,290,256

 

AMERICAN CAMPUS COMMUNITIES, INC. AND AMERICAN CAMPUS PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

Company

Predecessor

Period from

August 17, 2004 to September 30, 2004

Period from

January 1, 2004 to August 16, 2004

Nine Months

Ended

September 30, 2003

Revenues:

Student housing rental revenue

$ 5,045

$ 19,861

$ 23,815

Student housing facilities subject to leases revenue

2,483

9,340

10,904

Third party development services

332

3,896

6,253

Third party development services -- student

housing facilities subject to leases

13

497

86

Third party facility management services - affiliates

-

178

246

Third party management services

340

789

572

Resident services

114

-

-

Other income

-

-

12

Total revenues

8,327

34,561

41,888

Operating expenses:

Student housing

2,391

10,120

11,544

Student housing facilities subject to leases

431

5,354

5,719

Third party development and management services

718

3,403

3,941

General and administrative

2,888

1,032

1,188

Depreciation and Amortization

1,401

5,815

6,631

Ground lease

100

598

302

Total operating expenses

7,929

26,322

29,325

Operating income

398

8,239

12,563

Nonoperating income and (expenses):

Interest income

14

43

56

Interest expense

(2,006)

(11,142)

(12,641)

Amortization of deferred financing costs

(702)

(369)

(418)

Other nonoperating income

-

274

-

Total nonoperating expenses

(2,694)

(11,194)

(13,003)

Loss before income tax benefit, minority interests, and

discontinued operations

(2,296)

(2,955)

(440)

Income tax benefit

757

-

-

Minority interests

1

129

(25)

Loss from continuing operations

(1,538)

(2,826)

(465)

Discontinued operations:

Loss attributable to discontinued operations

-

(373)

(102)

Gain from disposition of real estate

-

58

-

Total discontinued operations

-

(315)

(102)

Net loss

$ (1,538)

$ (3,141)

$ (567)

Loss per share -- basic:

Loss from continuing operations per share

$ ( 0.13)

Net loss per share

$ (0.13)

Loss per share -- diluted:

Loss from continuing operations per share

$ ( 0.13)

Net loss per share

$ (0.13)

Weighted-average common shares outstanding:

Basic

12,290,256

Diluted

12,290,256

AMERICAN CAMPUS COMMUNITIES, INC.

As of September 30, 2004, our property portfolio consisted of the following:

 

PROPERTY

 

LOCATION

PRIMARY UNIVERSITY SERVED

 

UNITS

 

BEDS

                 

Owned off campus properties:

               

Commons On Apache

 

Tempe, AZ

 

Arizona State University Main Campus

 

111

 

444

The Village at Blacksburg

 

Blacksburg, VA

 

Virginia Polytechnic Institute and State University

 

288

 

1,056

The Village on University

 

Tempe, AZ

 

Arizona State University Main Campus

 

288

 

918

River Club Apartments

 

Athens, GA

 

The University of Georgia--Athens

 

266

 

794

River Walk Townhomes

 

Athens, GA

 

The University of Georgia--Athens

 

100

 

340

The Callaway House

 

College Station, TX

 

Texas A&M University

 

173

 

538

The Village at Alafaya Club

 

Orlando, FL

 

The University of Central Florida

 

228

 

840

The Village at Science Drive

 

Orlando, FL

 

The University of Central Florida

 

192

 

732

University Village at Boulder Creek

 

Boulder, CO

 

The University of Colorado at Boulder

 

82

 

309

University Village at Fresno

 

Fresno, CA

 

California State University, Fresno

 

105

 

406

University Village at San Bernardino

 

San Bernardino, CA

 

California State University, San Bernardino

 

132

 

480

University Village at TU

 

Philadelphia, PA

 

Temple University

 

220

 

749

University Village at Sweet Home *

 

Buffalo, NY

 

State University of New York - Buffalo

 

271

 

828

Total owned off campus properties

         

2,456

 

8,434

                 

On campus participating properties:

               

University Village--PVAMU

 

Prairie View, TX

 

Prairie View A&M University

 

612

 

1,920

University College--PVAMU

 

Prairie View, TX

 

Prairie View A&M University

 

756

 

1,470

University Village--TAMIU

 

Laredo, TX

 

Texas A&M International University

 

84

 

252

Cullen Oaks

 

Houston, TX

 

The University of Houston

 

231

 

525

Total on campus participating properties

         

1,683

 

4,167

                 

Total owned properties

         

4,139

 

12,601

* Under construction -- scheduled opening in August 2005.

 

NET OPERATING INCOME

Same store and new store net operating income for owned off campus properties and on campus participating properties for the three months ended September 30, 2004 and 2003 is as follows:

Three Months Ended September 30, 2004

Three Months Ended September 30, 2003

Change ($)

Change (%)

Property Revenues

Owned Off Campus Properties

Same Store Properties

$ 7,869

$ 7,500

$ 369

4.9%

New Properties

1,322

-

1,322

100.0%

Total Owned Off Campus Properties

9,191

7,500

1,691

22.5%

On Campus Participating Properties

Same Store Properties

3,205

2,766

439

15.9%

New Properties

123

127

(4)

-3.1%

Total On Campus Participating Properties

3,328

2,893

435

15.0%

Total Property Revenues

$ 12,519

$ 10,393

$ 2,126

20.5%

Property Operating Expenses

Owned Off Campus Properties

Same Store Properties

$ 4,645

$ 4,265

$ 380

8.9%

New Properties

688

-

688

100.0%

Total Owned Off Campus Properties

5,333

4,265

1,068

25.0%

On Campus Participating Properties

Same Store Properties

1,938

2,103

(165)

-7.8%

New Properties

94

67

27

40.3%

Total On Campus Participating Properties

2,032

2,170

(138)

-6.4%

Total Property Operating Expenses

$ 7,365

$ 6,435

$ 930

14.5%

Property Net Operating Income

Owned Off Campus Properties

Same Store Properties

$ 3,224

$ 3,235

$ (11)

-0.3%

New Properties

634

-

634

100.0%

Total Owned Off Campus Properties

3,858

3,235

623

19.3%

On Campus Participating Properties

Same Store Properties

1,267

663

604

91.1%

New Properties

29

60

(31)

-51.7%

Total On Campus Participating Properties

1,296

723

573

79.3%

Total Property Net Operating Income

$ 5,154

$ 3,958

$ 1,196

30.2%

 

 

Same store and new store net operating income for owned off campus properties and on campus participating properties for the nine months ended September 30, 2004 and 2003 is as follows:

Nine Months Ended September 30, 2004

Nine Months Ended September 30, 2003

Change ($)

Change (%)

Property Revenues

Owned Off Campus Properties

Same Store Properties

$ 23,584

$ 23,815

$ (231)

-1.0%

New Properties

1,322

-

1,322

100.0%

Total Owned Off Campus Properties

24,906

23,815

1,091

4.6%

On Campus Participating Properties

Same Store Properties

11,269

10,777

492

4.6%

New Properties

554

127

427

336.2%

Total On Campus Participating Properties

11,823

10,904

919

8.4%

Total Property Revenues

$ 36,729

$ 34,719

$ 2,010

5.8%

Property Operating Expenses

Owned Off Campus Properties

Same Store Properties

$ 11,823

$ 11,544

$ 279

2.4%

New Properties

688

-

688

100.0%

Total Owned Off Campus Properties

12,511

11,544

967

8.4%

On Campus Participating Properties

Same Store Properties

5,513

5,652

(139)

-2.5%

New Properties

272

67

205

306.0%

Total On Campus Participating Properties

5,785

5,719

66

1.2%

Total Property Operating Expenses

$ 18,296

$ 17,263

$ 1,033

6.0%

Property Net Operating Income

Owned Off Campus Properties

Same Store Properties

$ 11,761

$ 12,271

$ (510)

-4.2%

New Properties

634

-

634

100.0%

Total Owned Off Campus Properties

12,395

12,271

124

1.0%

On Campus Participating Properties

Same Store Properties

5,756

5,125

631

12.3%

New Properties

282

60

222

370.0%

Total On Campus Participating Properties

6,038

5,185

853

16.5%

Total Property Net Operating Income

$ 18,433

$ 17,456

$ 977

5.6%

 

FUNDS FROM OPERATIONS

As defined by NAREIT, FFO represents income (loss) before allocation to minority interests (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs) 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, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income.

We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments and uncertainties. FFO should not be considered as an alternative to net income (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 is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of our FFO to our net loss for the three months and nine months ended September 30, 2004 and 2003:

Period from

August 17,2004 (Inception) to September 30,

2004

Three Months Ended

September 30, 2004

Three Months

Ended

September 30, 2003

Nine Months

Ended

September 30, 2004

Nine Months

Ended

September 30, 2003

Net Loss

$ (1,538)

 

$ (5,208)

 

$ (1,544)

 

$ (4,679)

 

$ (567)

Minority Interest In Income (Losses)

(1)

 

(86)

 

4

 

(130)

 

25

Gain from disposition of real estate

-

 

-

 

-

 

(58)

 

-

Real Estate Related Depreciation and

Amortization:

                 

Total depreciation and amortization

1,401

 

2,685

 

2,209

 

7,216

 

6,631

Discontinued operations depreciation and

amortization

-

 

44

 

90

 

219

 

259

Furniture, fixtures, and equipment depreciation

(36)

 

(76)

 

(69)

 

(217)

 

(215)

Funds From Operations

$ (174)

$ (2,641)

$ 690

$ 2,351

$ 6,133

Funds From Operations per share -- basic

$ (0.01)

Funds From Operations per share -- diluted

$ (0.01)

Weighted Average Common Shares Outstanding:

Basic

12,290,256

Diluted

12,290,256

Our FFO for the period from August 17, 2004 to September 30, 2004 was impacted by a series of charges totaling approximately $2.6 million related to our recent IPO and related formation transactions. The primary components of the charges include: (i) PIU grants of approximately $2.1 million, (ii) restricted stock grants of $0.1 million, and (iii) write-off of loan origination costs and exit fees associated with the repayment of indebtedness of approximately $1.2 million. These items were partially offset by the recognition of a deferred tax asset associated with a step up in the tax basis of participating properties owned by our TRS, resulting in an income tax benefit of $0.8 million.

While our on-campus participating properties contributed $11.8 million and $10.9 million to our revenues for the nine months ended September 30, 2004 and 2003, respectively, and $3.3 million and $2.9 million to our revenues for the three months ended September 30, 2004 and 2003, respectively, under our participating ground leases, we and the participating university systems each receive 50% of the properties' net cash available for distribution after payment of operating expenses, debt service (which includes significant amounts towards repayment of principal) and capital expenditures. A substantial portion of our revenues attributable to these properties is reflective of cash that is required to be used for capital expenditures and for the amortization of applicable property indebtedness. These amounts do not increase our economic interest in these properties or otherwise benefit us since our interest in the properties terminates upon the repayment of the applicable property indebtedness.

As noted above, FFO excludes GAAP historical cost depreciation and amortization of real estate and related assets because these GAAP items assume that the value of real estate diminishes over time. However, unlike the ownership of our owned off-campus properties, the unique features of our ownership interest in our on-campus participating properties cause the value of these properties to diminish over time. For example, since the ground leases under which we operate the participating properties require the reinvestment from operations of specified amounts for capital expenditures and for the repayment of debt while our interest in these properties terminates upon the repayment of the debt, such capital expenditures do not increase the value of the property to us and mortgage debt amortization only increases the equity of the ground lessor. Accordingly, when considering our FFO, we believe it is also a meaningful measure of our performance to modify FFO to exclude the operations of our on-campus participating properties and to consider their impact on performance by including only that portion of our revenues from those properties that are reflective of our share of net cash flow and the management fees that we receive, both of which increase and decrease with the operating measure of the properties, a measure referred to herein as FFOM.

Funds From Operations--Modified for Operational Performance of On-Campus Participating Properties:

Period from August 17,2004 (Inception) to September 30, 2004

Three Months Ended

September 30, 2004

Three Months Ended September 30, 2003

Period from July 1, 2004 to August 16, 2004

Nine Months Ended September 30, 2003

Funds From Operations

$ (174)

 

$ (2,641)

 

$ 690

 

$ 2,351

 

$ 6,133

Elimination of operations of on-campus

participating properties:

                 

Net Loss from on-campus participating properties

156

 

968

 

1,273

 

948

 

1,032

Amortization of investment in on-campus

participating properties

(438)

 

(950)

 

(821)

 

(2,660)

 

(2,420)

Modifications to reflect operational

performance of on-campus participating

properties:

                 

Our Share of Net Cash Flow (*)

115

 

302

 

43

 

698

 

302

Management Fees

97

 

158

 

141

 

586

 

525

Impact of On-Campus Participating Properties

212

 

460

 

184

 

1,284

 

827

Funds from Operations -- Modified for

Operational Performance of On-Campus

Participating Properties (FFOM)

$ (244)

 

$ (2,163)

 

$ 1,326

 

$ 1,923

 

$ 5,572

                   

FFOM per share -- basic

$ (0.02)

               

FFOM per share -- diluted

$ (0.02)

               
                   

Weighted-average common shares outstanding:

                 

Basic

12,290,256

               

Diluted

12,290,256

               

(*) 50% of the properties' net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures. Schedule reflects amounts accrued for the 50% lessor distribution for all periods

This narrower measure of performance measures our profitability for these properties in a manner that is similar to the measure of our profitability from our services business where we similarly incur no initial or ongoing capital investment in a property and derive only consequential benefits from capital expenditures and debt amortization. We believe, however, that this narrower measure of performance is inappropriate in traditional real estate ownership structures where debt amortization and capital expenditures enhance the property owner's long-term profitability from its investment.

Our FFOM may have limitations as an analytical tool because it reflects the unique contractual calculation of net cash flow from our on-campus participating properties which is different from that of our off campus owned properties. Additionally, FFOM reflects features of our ownership interests in our on-campus participating properties that are unique to us. Companies that are considered to be in our industry may not have similar ownership structures; and therefore those companies may not calculate a FFOM in the same manner that we do, or at all, limiting its usefulness as a comparative measure. We compensate for these limitations by relying primarily on our GAAP and FFO results and using our FFOM only supplementally.

 

 

2004 AND 2005 OUTLOOK

2004 Outlook

A reconciliation of the range provided for projected net income to projected FFO and FFOM for the fourth quarter of 2004 is as follows (in thousands, except per share data):

Low

High

Net income

$ 2,700

$ 2,975

Minority Interests

(10)

(5)

Depreciation and Amortization

2,900

3,000

Funds From Operations

$ 5,590

$ 5,970

Funds From Operations

$ 5,590

$ 5,970

Elimination of operations of on-campus

participating properties:

Net income from on-campus participating

properties

(1,100)

(1,050)

Amortization of investment in on-campus

participating properties

(850)

(850)

Modifications to reflect operational performance

of on-campus participating properties:

Our Share of Net Cash Flow

550

575

Management Fees

250

250

Impact of On-Campus Participating Properties

800

825

Funds from Operations - Modified for

Operational Performance of On-Campus

Participating Properties (FFOM)

$ 4,440

$ 4,895

Weighted average common shares outstanding

assuming dilution

12,744

12,744

Net income per average common share

$ 0.21

$ 0.23

FFO per average common share

$ 0.44

$ 0.47

FFOM per average common share

$ 0.35

$ 0.38

The fourth quarter of 2004 guidance assumes, among other things that: (i) the purchase of the Florida properties is completed by mid-December 2004, including the assumption of $35.5 million of debt with the balance of the purchase price financed under the credit facility; (ii) awarded projects will commence as expected; (iii) the company will record a gain of approximately $0.6 million from a partial insurance settlement related to a 2003 fire at our Fresno property; and (iv) the LIBOR and prime rate of interest will remain relatively constant during the period.

 

 

2005 Outlook

A reconciliation of the range provided for projected net income to projected FFO and FFOM for the fiscal year ended December 31, 2005 is as follows (in thousands, except per share data):

Low

High

Net income

$ 5,300

$ 6,500

Minority Interests

(50)

(25)

Depreciation and Amortization

14,400

14,800

Funds From Operations

$ 19,650

$ 21,275

Funds From Operations

$ 19,650

$ 21,275

Elimination of operations of on-campus

participating properties:

Net income from on-campus participating

properties

(600)

(400)

Amortization of investment in on-campus

participating properties

(3,400)

(3,400)

Modifications to reflect operational performance

of on-campus participating properties:

Our Share of Net Cash Flow

400

500

Management Fees

800

800

Impact of On-Campus Participating Properties

1,200

1,300

Funds from Operations - Modified for

Operational Performance of On-Campus

Participating Properties (FFOM)

$ 16,850

$ 18,775

Weighted average common shares outstanding

assuming dilution

12,744

12,744

Net income per average common share

$ 0.42

$ 0.51

FFO per average common share

$ 1.54

$ 1.67

FFOM per average common share

$ 1.32

$ 1.47

The fiscal year ended December 31, 2005 guidance assumes, among other things that: (i) the purchase of the Florida properties is completed by mid-December 2004, includes the assumption of $35.5 million of debt recognized at fair value with the balance of the purchase price financed under the credit facility; (ii) the company will enter into additional property acquisition(s) by mid year at favorable terms; (iii) the owned off-campus property in Buffalo will open on time, will be completed on budget, and that 50% of the project will be permanently financed upon completion; (iv) the company will continue to operate the University Village at San Bernardino property, which is presently under a purchase option, throughout 2005; (v) the company will be able to enter into third-party development and construction projects contracts that will generate revenues consistent with our historic levels; (vi) the company's 2005/2006 academic year lease up will be at similar rates and occupancy as compared to those currently experienced by the company; (vii) benefit costs will remain relatively constant; (viii) the company's cost to comply with Sarbanes Oxley Section 404 by the end of next year will be approximately $0.5 million and (ix) the LIBOR and prime rate of interest will remain relatively constant during the period.