10-K 1 acc2016123110k.htm 10-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
 
ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2016.   
 
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Transition Period From _____________________ to __________________.       
 
Commission file number 001-32265 (American Campus Communities, Inc.)
Commission file number 333-181102-01 (American Campus Communities Operating Partnership, L.P.)
 
AMERICAN CAMPUS COMMUNITIES, INC.
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
 
 Maryland (American Campus Communities, Inc.)
Maryland (American Campus Communities Operating
Partnership, L.P.)
 
 76-0753089 (American Campus Communities, Inc.)
56-2473181 (American Campus Communities Operating
Partnership, L.P.)
 (State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer Identification No.)
 
12700 Hill Country Blvd., Suite T-200
Austin, TX
(Address of Principal Executive Offices)
 
 
78738
(Zip Code)
 
(512) 732-1000
 
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
(Title of Each Class)
 
(Name of Each Exchange on Which Registered)
 
 
 
Common Stock, $.01 par value
 
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
American Campus Communities, Inc.                                                 Yes  ý No o
American Campus Communities Operating Partnership, L.P.          Yes  o  No ý
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
American Campus Communities, Inc.                                                 Yes  o  No ý
American Campus Communities Operating Partnership, L.P.          Yes  o  No ý
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
American Campus Communities, Inc.                                                 Yes  ý No o
American Campus Communities Operating Partnership, L.P.          Yes  ý No o




 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
American Campus Communities, Inc.                                                 Yes  ý No o
American Campus Communities Operating Partnership, L.P.          Yes  ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
American Campus Communities, Inc.                                                  o                                                                             
American Campus Communities Operating Partnership, L.P.         o
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
American Campus Communities, Inc.
Large accelerated filer ý                                                                                        Accelerated filer o 
Non-accelerated filer   o   (Do not check if a smaller reporting company)           Smaller reporting company  o
 
American Campus Communities Operating Partnership, L.P.
Large accelerated filer o                                                                                        Accelerated filer o 
Non-accelerated filer   ý   (Do not check if a smaller reporting company)           Smaller reporting company  o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
American Campus Communities, Inc.                                                 Yes  o  No ý
American Campus Communities Operating Partnership, L.P.          Yes  o  No ý
 
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $5,101,195,681 based on the last sale price of the common equity on June 30, 2016 which is the last business day of the Company’s most recently completed second quarter.
 
There were 133,289,669 shares of the Company’s common stock with a par value of $0.01 per share outstanding as of the close of business on February 24, 2017.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Part III of this report incorporates information by reference from the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders.




EXPLANATORY NOTE
 
This report combines the annual reports on Form 10-K for the year ended December 31, 2016 of American Campus Communities, Inc. and American Campus Communities Operating Partnership, L.P.  Unless stated otherwise or the context otherwise requires, references to “ACC” mean American Campus Communities, Inc. a Maryland corporation that has elected to be treated as a real estate investment trust (“REIT”) under the Internal Revenue Code, and references to “ACCOP” mean American Campus Communities Operating Partnership, L.P., a Maryland limited partnership.  References to the “Company,” “we,” “us” or “our” mean collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP.  References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:
 companyflowchart12312016.jpg
The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of December 31, 2016, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties.  As of December 31, 2016, ACC owned an approximate 99.2% limited partnership interest in ACCOP.  As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management.  Management operates the Company and the Operating Partnership as one business. The management of ACC consists of the same members as the management of ACCOP. The Company is structured as an umbrella partnership REIT (“UPREIT”) and ACC contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, ACC receives a number of units of ACCOP (“OP Units,” see definition below) equal to the number of common shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in ACCOP.  Based on the terms of ACCOP’s partnership agreement, OP Units can be exchanged for ACC’s common shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of ACCOP issued to ACC and ACC Holdings and the common shares issued to the public. The Company believes that combining the reports on Form 10-K of the Company and the Operating Partnership into this single report provides the following benefits:
 
enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.





ACC consolidates ACCOP for financial reporting purposes, and ACC essentially has no assets or liabilities other than its investment in ACCOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. However, the Company believes it is important to understand the few differences between the Company and the Operating Partnership in the context of how the entities operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership. ACC also issues public equity from time to time and guarantees certain debt of ACCOP. ACC does not have any indebtedness, as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.  Except for the net proceeds from ACC’s equity offerings, which are contributed to the capital of ACCOP in exchange for OP Units on a one-for-one common share per OP Unit basis, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include, but are not limited to, the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its credit facility and unsecured notes, and proceeds received from the disposition of certain properties.  Noncontrolling interests, stockholders’ equity, and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements consist of the interests of unaffiliated partners in various consolidated joint ventures. The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and OP Unit holders of ACCOP. The differences between stockholders’ equity and partners’ capital result from differences in the type of equity issued at the Company and Operating Partnership levels.
 
To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. A single set of consolidated notes to such financial statements is presented that includes separate discussions for the Company and the Operating Partnership when applicable (for example, noncontrolling interests, stockholders’ equity or partners’ capital, earnings per share or unit, etc.).  A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents discrete information related to each entity, as applicable. This report also includes separate Part II, Item 9A Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
 
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company operates its business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.




FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2016
 
TABLE OF CONTENTS
 
 
 
PAGE NO.
  PART I.    
 
 
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
 
 
 
  PART II.    
 
 
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results  of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and  Financial Disclosure
Item 9A.
Controls and Procedures
 
 
 
PART III.
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and  Related Stockholder Matters
Item 13.
Certain Relationships, Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
 
 
 
PART IV.
 
 
Item 15.
Exhibits and Financial Statement Schedules
 
 
 
SIGNATURES
 




PART I
 Item 1.  Business
 
Overview
 
American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004. Through ACC’s controlling interest in American Campus Communities Operating Partnership, L.P. (“ACCOP”), ACC is one of the largest owners, managers and developers of high quality student housing properties in the United States in terms of beds owned and under management. ACC is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing and management of student housing properties. ACC’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ACC.”
 
The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of December 31, 2016, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties.  As of December 31, 2016, ACC owned an approximate 99.2% limited partnership interest in ACCOP.  As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management.  Management operates ACC and ACCOP as one business.  The management of ACC consists of the same members as the management of ACCOP.  ACC consolidates ACCOP for financial reporting purposes, and ACC does not have significant assets other than its investment in ACCOP.  Therefore, the assets and liabilities of ACC and ACCOP are the same on their respective financial statements. References to the “Company,” “we,” “us” or “our” mean collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP.  References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP.
 
As of December 31, 2016, our total owned and third-party managed portfolio included 203 properties with approximately 132,000 beds.
 
Business Objectives, Investment Strategies, and Operating Segments
 
Business Objectives
 
Our primary business objectives are to create long-term stockholder value by deploying capital to develop, redevelop, acquire and operate student housing communities, and to sell communities when they no longer meet our long-term investment strategy and when market conditions are favorable.  We believe we can achieve these objectives by continuing to implement our investment strategies and successfully manage our operating segments, which are described in more detail below.
 
Investment Strategies
 
We seek to own high quality, well designed and well located student housing properties. We seek to acquire or develop properties in markets that have stable or increasing student populations, are in submarkets with barriers to entry and provide opportunities for economic growth as a result of their product position and/or differentiated design and close proximity to campuses, or through our superior operational capabilities. We believe that our reputation and established relationships with universities give us an advantage in sourcing acquisitions and developments and obtaining municipal approvals and community support for our development projects.
 
Acquisitions:  As discussed in more detail in Note 5 in the accompanying Notes to Consolidated Financial Statements contained in Item 8, in 2016, we acquired two wholly-owned properties containing 709 beds for approximately $63.1 million, secured two in-process development properties containing 1,333 beds for approximately $39.6 million and entered into a pre-sale agreement to purchase one wholly-owned property under development containing 412 beds. Total estimated development costs for this development project of $42.6 million include the purchase price, elected upgrades and capitalized transaction costs.

We believe our relationships with university systems and individual educational institutions, our knowledge of the student housing market and our prominence as the first publicly-traded REIT focused exclusively on student housing in the United States will afford us a competitive advantage in acquiring additional student housing properties.


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Development:  In August and September 2016, the final stages of construction were completed on four on-campus ACE properties and three owned off-campus properties. These properties are summarized in the following table:
 
 
Project
 
Project Type
 
 
 
Location
 
 
Primary University Served
 
 
Beds
 
Total Project Cost
 
Opened for Occupancy
 
 
 
 
 
 
 
 
 
 
 
 
 
Currie Hall
 
ACE
 
Los Angeles, CA
 
University of Southern California
 
456
 
$
51,400

 
August 2016
Fairview House
 
ACE
 
Indianapolis, IN
 
Butler University
 
633
 
40,100

 
August 2016
University Pointe
 
ACE
 
Louisville, KY
 
University of Louisville
 
531
 
44,500

 
August 2016
Merwick Stanworth Phase II
 
ACE
 
Princeton, NJ
 
Princeton University
 
379
 
48,600

 
September 2016
U Club on 28th
 
Off-Campus
 
Boulder, CO
 
University of Colorado
 
398
 
55,400

 
August 2016
U Club Sunnyside
 
Off-Campus
 
Morgantown, WV
 
West Virginia University
 
534
 
47,100

 
August 2016
The Court at Stadium Centre
 
Off-Campus
 
Tallahassee, FL
 
Florida State University
 
260
 
27,800

 
August 2016
TOTAL – 2016 DELIVERIES
 
3,191

 
$
314,900

 
 


At December 31, 2016, we were in the process of constructing six on-campus ACE properties, and eight owned off-campus properties. These properties are summarized in the table below:
 
 
Project
 
Project Type
 
 
 
Location
 
 
Primary University Served
 
 
Beds
 
Estimated Project Cost
 
Total Costs Incurred
 
Scheduled to Open for Occupancy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State Univ. Res. Hall
 
ACE
 
Tempe, AZ
 
Arizona State University
 
1,594
 
$
107,800

 
$
68,773

 
August 2017
Sky View
 
ACE
 
Flagstaff, AZ
 
Northern Arizona University
 
626
 
56,600

 
31,799

 
August 2017
University Square
 
ACE
 
Prairie View, TX
 
Prairie View A&M University
 
466
 
26,800

 
15,062

 
August 2017
U Centre on Turner
 
Off-Campus
 
Columbia, MO
 
University of Missouri
 
718
 
69,100

 
50,711

 
August 2017
U Pointe on Speight
 
Off-Campus
 
Waco, TX
 
Baylor University
 
700
 
49,800

 
27,699

 
August 2017
21Hundred @ Overton Park
 
Off-Campus
 
Lubbock, TX
 
Texas Tech University
 
1,204
 
81,600

 
61,503

 
August 2017
Suites at 3rd
 
Off-Campus
 
Champaign, IL
 
University of Illinois
 
251
 
25,000

 
11,391

 
August 2017
U Club Binghamton Phase II
 
Off-Campus
 
Binghamton, NY
 
SUNY Binghamton University
 
562
 
55,800

 
36,029

 
August 2017
Callaway House Apartments
 
Off-Campus
 
Norman, OK
 
University of Oklahoma
 
915
 
89,100

 
52,804

 
August 2017
U Centre on College
 
Off-Campus
 
Clemson, SC
 
Clemson University
 
418
 
41,500

 
25,683

 
August 2017
SUBTOTAL – 2017 DELIVERIES
 
7,454
 
$
603,100

 
$
381,454

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bancroft Residence Hall
 
ACE
 
Berkeley, CA
 
University of California, Berkeley
 
781
 
$
98,700

 
$
11,286

 
August 2018
Virginia Commonwealth Univ.
 
ACE
 
Richmond, VA
 
Virginia Commonwealth Univ.
 
1,524
 
95,700

 
14,020

 
August 2018
Schwitzer Hall
 
ACE
 
Indianapolis, IN
 
Butler University
 
648
 
38,900

 
2,416

 
August 2018
The Edge - Stadium Centre (1)
 
Off-Campus
 
Tallahassee, FL
 
Florida State University
 
412
 
42,600

 
2,334

 
August 2018
SUBTOTAL – 2018 DELIVERIES
 
3,365
 
$
275,900

 
$
30,056

 
 
TOTAL - ALL PROJECTS
 
10,819
 
$
879,000

 
$
411,510

 
 
(1)
In December 2016, we entered into a pre-sale agreement to purchase The Edge - Stadium Centre, a property which is scheduled to be completed in August 2018. See Note 5 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion of property acquisitions. The estimated project cost includes the purchase price, elected upgrades and transaction costs.

Our experienced development staff intends to continue to identify and acquire land parcels in close proximity to colleges and universities that offer location advantages or that allow for the development of unique products that offer a competitive advantage.  We expect to continue to benefit from opportunities derived from our extensive network with colleges and universities as well as our relationship with certain developers with whom we have previously developed student housing properties.
 
Operating Segments
 
We define business segments by their distinct customer base and service provided.  We have identified four reportable segments: Wholly-Owned Properties, On-Campus Participating Properties, Development Services and Property Management Services.  For a detailed financial analysis of our segments’ results of operations and financial position, please refer to Note 17 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.
 


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Property Operations
 
Unique Leasing Characteristics:  Student housing properties are typically leased by the bed on an individual lease liability basis, unlike multifamily housing where leasing is by the unit.  Individual lease liability limits each resident’s liability to his or her own rent without liability for a roommate’s rent.  A parent or guardian is generally required to execute each lease as a guarantor unless the resident provides adequate proof of income or financial aid.  The number of lease contracts that we administer is therefore approximately equivalent to the number of beds occupied and not the number of units. Leases at our off-campus properties typically require 12 monthly rent payments, whereas leases for our residence hall properties typically correspond to the university’s academic year and require 10 monthly rent payments.  (Please refer to the property table contained in Item 2 – Properties for a listing of the typical rent payment terms at our properties.)  As an example, in the case of our typical off-campus leases, the commencement date coincides with the commencement of the respective university’s Fall academic term and the termination date is the last day of the subsequent summer school session.  As such, we must re-lease each property in its entirety each year.
 
Management Philosophy:  Our management philosophy is based upon meeting the following objectives:

Satisfying the specialized needs of residents by providing the highest levels of customer service;
Developing and maintaining an academically oriented environment via a premier residence life/student development program;
Maintaining each project’s physical plant in top condition;
Maximizing revenue through the development and implementation of a strategic annual marketing plan and leasing administration program; and
Maximizing cash flow through maximizing revenue coupled with prudent control of expenses.
 
LAMS:  We believe we have developed the industry’s only specialized, fully integrated leasing administration and marketing software program, which we call LAMS. We utilize LAMS to maximize our revenue and improve the efficiency and effectiveness of our marketing and lease administration process. Through LAMS, each of our properties’ ongoing marketing and leasing efforts are supervised at the corporate office on a real time basis. Among other things, LAMS provides:

a fully integrated prospect tracking and follow-up system;
a built-in marketing effectiveness program to measure the success of our marketing efforts on a real time basis;
a real-time monitor of lease closings and leasing terms;
an automated lease generation system;
the generation of future period rent rolls to aid in budgeting and forecasting; and
a customized report writer.
 
Wholly-Owned Properties:  Off-campus properties are generally located in close proximity to the school campus, generally with pedestrian, bicycle, or university shuttle access.  Off-campus housing tends to offer more relaxed rules and regulations than on-campus housing, resulting in off-campus housing being generally more appealing to upper-classmen.  We believe that the support of colleges and universities can be beneficial to the success of our wholly-owned properties.  We actively seek to have these institutions recommend our facilities to their students or to provide us with mailing lists so that we may directly market to students and parents.  In some cases, the institutions actually promote our off-campus facilities in their recruiting and admissions literature.  In cases where the educational institutions do not provide mailing lists or recommendations for off-campus housing, most provide comprehensive lists of suitable properties to their students, and we continually work to ensure that our properties are on these lists in each of the markets that we serve.
 
Off-campus housing is subject to competition for tenants with on-campus housing owned by colleges and universities, and vice versa.  Colleges and universities can generally avoid real estate taxes and borrow funds at lower interest rates than us (and other private sector operators), thereby decreasing their operating costs.  Residence halls owned and operated by the primary colleges and universities in the markets of our off-campus properties may charge lower rental rates, but typically offer fewer amenities than we offer at our properties.  Additionally, most universities are only able to house a small percentage of their overall enrollment, and are therefore highly dependent upon the off-campus market to provide housing for their students.  High-quality, well run off-campus student housing can be a critical component to an institution’s ability to attract and retain students.  Therefore, developing and maintaining good relationships with educational institutions can result in a privately owned off-campus facility becoming, in effect, an extension of the institution’s housing program, with the institution providing highly valued references and recommendations to students and parents.
 
This segment also competes with national and regional owner-operators of off-campus student housing in a number of markets as well as with smaller local owner-operators.  Therefore, the performance of this segment could be affected by the construction of new on-campus or off-campus residences, increases or decreases in the general levels of rents for housing in competing

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communities, increases or decreases in the number of students enrolled at one or more of the colleges or universities in the market of a property, and other general economic conditions.
 
American Campus Equity (ACE):  Included in our wholly-owned properties segment and branded and marketed to colleges and universities as the ACE program, this transaction structure provides us with what we believe is a lower-risk opportunity compared to other off-campus projects, as our ACE projects have premier on-campus locations with marketing and operational assistance from the university.  The subject university substantially benefits by increasing its housing capacity with modern, well-amenitized student housing with no or minimal impacts to its own credit ratios, preserving the university’s credit capacity to fund academic and research facilities.
 
On-Campus Participating Properties:  Our On-Campus Participating Properties segment includes five on-campus properties that are operated under long-term ground/facility leases with three university systems. Under our ground/facility leases, we receive an annual distribution representing 50% of these properties’ net cash flows, as defined in the ground/facility lease agreements.  We also manage these properties under long-term management agreements and are paid management fees equal to a percentage of defined gross receipts.  Refer to Note 8 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 herein for a more detailed description of these properties.

Our on-campus participating properties are susceptible to some of the same risks as our wholly-owned properties, including: (i) seasonality in rents; (ii) annual re-leasing that is highly dependent on marketing and university admission policies; and (iii) competition for tenants from other on-campus housing operated by educational institutions or other off-campus properties.
 
Third-Party Services
 
Our third-party services consist of development services and management services and are typically provided to university and college clients.  Many of our third-party management services are provided to clients for whom we also provide development services.  While management evaluates the operational performance of our third-party services based on the distinct segments identified below, at times we also evaluate these segments on a combined basis.
 
Development Services:  Our Development Services segment consists of development and construction management services that we provide through one of our taxable REIT subsidiaries (“TRSs”) for third-party owners.  These services range from short-term consulting projects to long-term full-scale development and construction projects.  We typically provide these services to colleges and universities seeking to modernize their on-campus student housing properties.  They look to us to bring our student housing experience and expertise to ensure they develop marketable, functional and financially sustainable facilities.  Educational institutions usually seek to build housing that will enhance their recruitment and retention of students while facilitating their academic objectives.  Most of these development service contracts are awarded via a competitive request for proposal (“RFP”) process that qualifies developers based on their overall capability to provide specialized student housing design, development, construction management, financial structuring and property management services.  Our development services typically include pre-development, design and financial structuring services.  Our pre-development services typically include feasibility studies for third-party owners and design services.  Feasibility studies include an initial feasibility analysis, review of conceptual design and assistance with master planning.  Some of the documents produced in this process include the conceptual design documents, preliminary development and operating budgets, cash flow projections and a preliminary market assessment.  Our design services include coordination with the architect and other members of the design team, review of construction plans and assistance with project due diligence and project budgets.
 
Construction management services typically consist of hiring of project professionals and a general contractor, coordinating and supervising the construction, equipping and furnishing the property, site visits, and full coordination and administration of all activities necessary for project completion in accordance with plans and specifications and with verification of adequate insurance.
 
Our Development Services activities benefit our primary goal of owning and operating student housing properties in a number of ways.  By providing these services to others, we are able to expand and refine our unit plan and community design, the operational efficiency of our material specifications and our ability to determine market acceptance of unit and community amenities.  Our development and construction management personnel enable us to establish relationships with general contractors, architects and project professionals throughout the nation.  Through these services, we gain experience and expertise in residential and commercial construction methodologies under various labor conditions, including right-to-work labor markets, markets subject to prevailing wage requirements and fully unionized environments.  This segment is subject to competition from other specialized student housing development companies as well as from national real estate development companies.
 
Property Management Services:  Our Property Management Services segment, conducted by one of our TRSs, includes revenues generated from third-party management contracts in which we are typically responsible for all aspects of operations, including

4



marketing, leasing administration, facilities maintenance, business administration, accounts payable, accounts receivable, financial reporting, capital projects and residence life student development.  We provide these services pursuant to management agreements that have initial terms that range from one to five years.
 
There are several housing options that compete with our third-party managed properties including, but not limited to, multifamily housing, for-rent single family dwellings, other off-campus specialized student housing and the aforementioned on-campus participating properties. We also compete with other regional and national providers of third-party management services.
 
Americans with Disabilities Act and Federal Fair Housing Act
 
Many laws and governmental regulations are applicable to our properties and changes in the laws and regulations, or their interpretation by agencies and the courts, occur frequently.  Our properties must comply with Title III of the Americans with Disabilities Act, or ADA, to the extent that such properties are “public accommodations” as defined by the ADA.  The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.  We believe that the existing properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA.  However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants.  The obligation to make readily achievable accommodations is an ongoing one, and we intend to continue to assess our properties and to make alterations as appropriate in this respect.

Under the federal and state fair housing laws, discrimination on the basis of certain protected classes is prohibited.  Violation of these laws can result in significant damage awards to victims.
 
Environmental Matters
 
Under various laws and regulations relating to the protection of the environment, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in its property.  These laws often impose liability without regard to whether the owner was responsible for, or even knew of, the presence of such substances.  The presence of such substances may adversely affect the owner’s ability to rent or sell the property or use the property as collateral.  Independent environmental consultants conducted environmental site assessments on all of the wholly-owned properties and on-campus participating properties in our existing portfolio.  We are not aware of any environmental conditions that management believes would have a material adverse effect on the Company.  There is no assurance, however, that environmental site assessments or other investigations would reveal all environmental conditions or that environmental conditions not known to us may exist now or in the future which would result in liability to the Company for remediation or fines, either under existing laws and regulations or future changes to such requirements.
 
From time to time, the United States Environmental Protection Agency, or EPA, designates certain sites affected by hazardous substances as “Superfund” sites pursuant to CERCLA.  Superfund sites can cover large areas, affecting many different parcels of land.  Although CERCLA imposes joint and several liability for contamination on property owners and operators regardless of fault, the EPA may choose to pursue potentially responsible parties (“PRPs”) based on their actual contribution to the contamination.  PRPs are liable for the costs of responding to the hazardous substances.  Each of Villas on Apache (disposed of in April 2011), The Village on University (disposed of in December 2006) and University Village at San Bernardino (disposed of in January 2005) are located within federal Superfund sites.  The EPA designated these areas as Superfund sites because groundwater underneath these areas is contaminated.  We have not been named, and do not expect to be named, as a PRP with respect to these sites.  However, there can be no assurance regarding potential future developments concerning such sites.
 
Insurance
 
Our primary lines of insurance coverage are property, liability and workers’ compensation.  We believe that our insurance coverages are of the type and amount customarily obtained on real property assets.  We intend to obtain similar coverage for properties we acquire in the future.  However, there are certain types of losses, generally of a catastrophic nature, such as losses from floods or earthquakes, which may be subject to limitations in certain areas.  When not otherwise contractually stipulated, we exercise our judgment in determining amounts, coverage limits and deductibles, in an effort to maintain appropriate levels of insurance on our investments.  If we suffer a substantial loss, our insurance coverage may not be sufficient due to market conditions at the time or other unforeseen factors.  Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed.

 


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Employees
 
As of December 31, 2016, we had approximately 3,170 employees, consisting of:

approximately 1,851 on-site employees in our wholly-owned properties segment, including 718 Resident Assistants;
approximately 110 on-site employees in our on-campus participating properties segment, including 51 Resident Assistants;
approximately 1,024 employees in our property management services segment, including 861 on-site employees and 163 corporate office employees;
approximately 63 corporate office employees in our development services segment; and
approximately 122 executive, corporate administration and financial personnel.
 
Our employees are not currently represented by a labor union.

Offices and Website
 
Our principal executive offices are located at 12700 Hill Country Boulevard, Suite T-200 Austin, TX 78738. Our telephone number at that location is (512) 732-1000.
 
We file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports required by Sections 13(a) and 15(d) of the Securities Exchange Act of 1934.  You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  The address of that site is www.sec.gov.
 
Our website is located at www.americancampus.com. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.  Our website also contains copies of our Corporate Governance Guidelines and Code of Business Ethics as well as the charters of our Nominating and Corporate Governance, Audit, Compensation and Risk committees.  The information on our website is not part of this filing.

Forward-looking Statements
 
This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar expressions, do not relate solely to historical matters and are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you that forward-looking statements are not guarantees of future performance and will be impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they were made, to anticipate future results or trends.
 
Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following: general risks affecting the real estate industry; risks associated with changes in University admission or housing policies; risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments; failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully; risks and uncertainties affecting property development and construction; risks associated with downturns in the national and local economies, volatility in capital and credit markets, increases in interest rates, and volatility in the securities markets; costs of compliance with the Americans with Disabilities Act and other similar laws; potential liability for uninsured losses and environmental contamination; risks associated with our Company’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986 (the “Code”), as amended, and possible adverse changes in tax and environmental laws; and the other factors discussed in the “Risk Factors” contained in Item 1A of this report.
 

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Item 1A.  Risk Factors
 
The following risk factors may contain defined terms that are different from those used in other sections of this report. Unless otherwise indicated, when used in this section, the terms “we” and “us” refer to American Campus Communities, Inc. and its subsidiaries, including American Campus Communities Operating Partnership, L.P., our Operating Partnership, and the term “securities” refers to shares of common stock of American Campus Communities, Inc. and units of limited partnership interest in our Operating Partnership.
The factors described below represent our principal risks. Other factors may exist that we do not consider being significant based on information that is currently available or that we are not currently able to anticipate.
Risks Related to Our Properties, Our Business and the Real Estate Industry
Our results of operations are subject to risks inherent in the student housing industry, including a concentrated lease-up period and seasonal cash flows.
Leases at our off-campus properties typically require 12 monthly lease payments, whereas leases at our residence hall properties typically correspond to the university’s academic year and require 10 monthly rent payments. As a result, we may experience significantly reduced cash flows during the summer months at our residence hall properties. Furthermore, all of our properties must be entirely re-leased each year during a limited leasing season. We are therefore highly dependent on the effectiveness of our marketing and leasing efforts and personnel during this season, exposing us to significant leasing risk. In addition, we are subject to increased leasing risk on our properties under construction and future acquired properties based on our lack of experience leasing those properties and unfamiliarity with their leasing cycles. If we are unable to lease a substantial portion of our properties, or if the rental rates upon such leasing are significantly lower than expected rates, our cash flow from operations and our ability to make distributions to stockholders and service indebtedness could be adversely affected.
Additionally, prior to the commencement of each new lease period, generally during the first two weeks of August, we prepare the units for new incoming residents. During this period (referred to as “turn”), we incur significant expenses making our units ready for occupancy, which we recognize as incurred. We therefore experience seasonally decreased operating results and cash flows during the third quarter of each year as a result of expenses we incur during turn as well as lower revenue at our residence hall properties.
We rely on our relationships with universities, and changes in university personnel and/or policies could adversely affect our operating results.
In some cases, we rely on our relationships with colleges and universities for referrals of prospective student-tenants or for mailing lists of prospective student-tenants and their parents. Many of these colleges and universities own and operate their own competing on-campus facilities. Any failure to maintain good relationships with these colleges and universities could therefore have a material adverse effect on us. If colleges and universities refuse to make their lists of prospective student-tenants and their parents available to us or increase the costs of these lists, there could be a material adverse effect on us.
Changes in university admission policies could adversely affect us. For example, if a university reduces the number of student admissions or requires that a certain class of students, such as freshmen, live in a university-owned facility, the demand for our properties may be reduced and our occupancy rates may decline. While we may engage in marketing efforts to compensate for such change in admission policy, we may not be able to affect such marketing efforts prior to the commencement of the annual lease-up period or at all.
A decrease in enrollment at the Universities at which our properties are located could adversely affect our financial results.
University enrollment can be affected by a number of factors including, but not limited to, the current macroeconomic environment, students’ ability to afford tuition and/or the availability of student loans, competition for international students, the impact of visa requirements for international students, higher demand for distance education, and budget constraints that could limit a University’s ability to attract and retain students.  If a University’s enrollment were to significantly decline as a result of these or other factors, our ability to achieve our leasing targets and thus our properties’ financial performance could be adversely affected.

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We face significant competition from university-owned student housing and from other private student housing communities located within close proximity to universities.
On-campus student housing traditionally has certain inherent advantages over off-campus student housing because of, among other factors, closer physical proximity to the university campus and integration of on-campus facilities into the academic community. Colleges and universities can generally avoid real estate taxes, while we and other private sector owners are subject to full real estate tax rates. Also, colleges and universities may be able to borrow funds at lower interest rates than those available to us and other private sector owners. As a result, universities may be able to offer more convenient and/or less expensive student housing than we can, which may adversely affect our occupancy and rental rates.
We also compete with other national and regional owner-operators of off-campus student housing in a number of markets as well as with smaller local owner-operators. There are a number of purpose-built student housing properties that compete directly with us located near or in the same general vicinity of many of our student housing communities. Such competing student housing communities may be newer than our student housing communities, located closer to campus, charge less rent, possess more attractive amenities, or offer more services, shorter lease terms or more flexible leases. The construction of competing properties or decreases in the general levels of rents for housing at competing properties could adversely affect our rental income.
We have recently seen a number of large new entrants in the student housing business and there may be additional new entrants with substantial financial and marketing resources. The entry of these companies has increased and may continue to increase competition for students and for the acquisition, development and management of other student housing properties.
We may be unable to successfully complete and operate our properties or our third-party developed properties.
We intend to continue to develop and construct student housing. These activities include a number of risks, which may include the following:
we may be unable to obtain financing on favorable terms or at all;
we may not complete development projects on schedule, within budgeted amounts or in conformity with building plans and specifications;
we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations;
occupancy and rental rates at newly developed or renovated properties may fluctuate depending on a number of factors, including market and economic conditions, and may reduce or eliminate our return on investment;
we may become liable for injuries and accidents occurring during the construction process and for environmental liabilities, including off-site disposal of construction materials;
we may decide to abandon our development efforts if we determine that continuing the project would not be in our best interests; and
we may encounter strikes, weather, government regulations and other conditions beyond our control.

Our newly developed properties will be subject to risks associated with managing new properties, including lease-up and integration risks. In addition, new development activities, regardless of whether or not they are ultimately successful, typically will require a substantial portion of the time and attention of our development and management personnel. Newly developed properties may not perform as expected.
We anticipate that we will, from time to time, elect not to proceed with ongoing development projects. If we elect not to proceed with a development project, the development costs associated therewith will ordinarily be charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations in the period in which the charge is taken.
We may in the future develop properties nationally, internationally or in geographic regions other than those in which we currently operate. We do not possess the same level of familiarity with development and related regulations in these new markets, which could adversely affect our ability to develop such properties successfully or at all or to achieve expected performance. Future development opportunities may not be available to us on terms that meet our investment criteria or we may be unsuccessful in capitalizing on such opportunities.
We typically provide guarantees of timely completion of projects that we develop for third parties. In certain cases, our contingent liability under these guarantees may exceed our development fee from the project. Although we seek to mitigate this risk by,

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among other things, obtaining similar guarantees from the project contractor, we could sustain significant losses if development of a project were to be delayed or stopped and we were unable to cover our guarantee exposure with the guarantee received from the project contractor.
We may be unable to successfully acquire properties on favorable terms.
Our future growth will be in part dependent upon our ability to successfully acquire new properties on favorable terms. With respect to recently acquired properties, and as we acquire additional properties, we will continue to be subject to risks associated with managing new properties, including lease-up and integration risks. Acquired properties may not perform as expected and may have characteristics or deficiencies unknown to us at the time of acquisition. Future acquisition opportunities may not be available to us on terms that meet our investment criteria or we may be unsuccessful in capitalizing on such opportunities.
Our ability to acquire properties on favorable terms and successfully operate them involves the following significant risks:
our potential inability to acquire a desired property may be caused by competition from other real estate investors;
competition from other potential acquirers may significantly increase the purchase price and decrease expected yields;
we may be unable to finance an acquisition on favorable terms or at all;
we may have to incur significant unexpected capital expenditures to improve or renovate acquired properties;
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations;
market conditions may result in higher than expected costs and vacancy rates and lower than expected rental rates; and
we may acquire properties subject to liabilities but without any recourse, or with only limited recourse, to the sellers, or with liabilities that are unknown to us, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of our properties and claims for indemnification by members, directors, officers and others indemnified by the former owners of our properties.

Our failure to acquire or finance property acquisitions on favorable terms, or operate acquired properties to meet our financial expectations, could adversely affect us.
Difficulties of selling real estate could limit our flexibility.
We intend to evaluate the potential disposition of assets that may no longer meet our investment objectives. When we decide to sell an asset, we may encounter difficulty in finding buyers in a timely manner as real estate investments generally cannot be disposed of quickly, especially when market conditions are poor. This may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. In some cases, we may also determine that we will not recover the carrying value of the property upon disposition and might recognize an impairment charge. In addition, in order to maintain our status as a REIT, the Internal Revenue Code imposes restrictions on our ability to sell properties held fewer than two years, which may cause us to incur losses thereby reducing our cash flows and adversely impacting distributions to equity holders.
Our ownership of properties through ground leases may expose us to the loss of such properties upon the exercise by the lessors of purchase options or the breach or termination of the ground leases.
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located (or under development), and we may acquire additional properties in the future through the purchase of interests in ground leases. We could lose our interests in a property if the ground lease is terminated, if a purchase option is exercised by the lessor or if we breach the ground lease, which could adversely affect our financial condition or results of operations.
We face risks associated with land holdings.
We hold land for future development and may in the future acquire additional land holdings. The risks inherent in owning or purchasing and developing land increase as demand for student housing, or rental rates, decrease. As a result, we hold certain land and may in the future acquire additional land in our development pipeline at a cost we may not be able to recover fully or on which we cannot build and develop into a profitable student housing project. Also, real estate markets are highly uncertain and, as a result, the value of undeveloped land has fluctuated significantly and may continue to fluctuate as a result of changing market conditions. In addition, carrying costs can be significant and can result in losses or reduced margins in a poorly performing project. If there are subsequent changes in the fair value of our land holdings that we determine is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges, which would reduce our net income.

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We may not be able to recover pre-development costs for third-party university developments.
University systems and educational institutions typically award us development services contracts on the basis of a competitive award process, but such contracts are typically executed following the formal approval of the transaction by the institution's governing body. In the intervening period, we may incur significant pre-development and other costs in the expectation that the development services contract will be executed. If an institution's governing body does not ultimately approve our selection and the terms of the pending development contract, we may not be able to recoup these costs from the institution and the resulting losses could be substantial.
Our awarded projects may not be successfully structured or financed and may delay our recognition of revenues.
The recognition and timing of revenues from our awarded development services projects will, among other things, be contingent upon successfully structuring and closing project financing as well as the timing of construction. The development projects that we have been awarded have at times been delayed beyond the originally scheduled construction commencement date. If such delays were to occur with our current awarded projects, our recognition of expected revenues and receipt of expected fees from these projects would be delayed.
We may encounter delays in completion or experience cost overruns with respect to our properties under construction.
As of December 31, 2016, we were in the process of constructing 14 wholly-owned properties. These properties are subject to the various risks relating to properties that are under construction referred to elsewhere in these risk factors, including the risks that we may encounter delays in completion and that any such project may experience cost overruns or may not be completed on time. Additionally, if we do not complete the construction of properties on schedule, we may be required to provide alternative housing to the students with whom we have signed leases, which would result in our incurring significant expenses, and may result in students attempting to terminate their leases, which may adversely affect occupancy at such properties for the applicable academic year.
Our guarantees could result in liabilities in excess of our development fees.
In third-party developments, we typically provide guarantees of the obligations of the developer, including development budgets and timely project completion. These guarantees include, among other things, the cost of providing alternate housing for students in the event we do not timely complete a development project. These guarantees typically exclude delays resulting from force majeure and also, in third-party transactions, are typically limited in amount to the amount of our development fees from the project. In certain cases, however, our contingent liability under these guarantees has exceeded our development fee from the project and we may agree to such arrangements in the future. Our obligations under alternative housing guarantees typically expire five days after construction is complete. Project cost guarantees are normally satisfied within one year after completion of the project.
We are subject to numerous laws and regulations, changes to which could increase our costs and individually or in the aggregate adversely affect our business.
We are subject to laws and regulations affecting our operations in a number of areas. Changes in these laws and regulations, including, among others, healthcare reform such as the repeal or significant amendment of the Affordable Care Act, employment law reform such as the enactment of federal overtime exemption regulations, and financial and disclosure reform such as revisions to the Dodd-Frank Act and related SEC rulemaking, including executive compensation regulations, or the enactment of new laws or regulations, may increase our costs. Also, compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, which may further increase the cost of compliance and doing business.
In addition, we are subject to tax laws and regulations, which are under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of the Treasury, and at various state tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us in a number of ways, including the following:
making it more difficult or more costly for us to qualify as a REIT;
decreasing real estate values generally; and
lowering effective tax rates for non-REIT “C” corporations, which may cause investors to perceive investments in REITs to be less attractive than investments in the stock of non-REIT “C” corporations.


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We cannot predict whether, when, in what forms, or with what effective dates, laws, regulations, and administrative interpretations applicable to us or our stockholders may be changed. Any such change may significantly affect our liquidity and results of operations, as well as the value of our shares.
We may be adversely impacted by new accounting pronouncements.
Accounting policies are fundamental to how we record and report our financial condition and results of operations. From time to time, the Financial Accounting Standards Board (“FASB”) and the U.S. Securities and Exchange Commission, entities that create and interpret accounting standards, may issue new accounting pronouncements or change their interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported financial condition and results of operations, and could also affect the comparability of our financial results to previous periods. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. The adoption of new accounting pronouncements could also affect the calculation of our debt covenants, and we cannot be assured that we will be able to work with our lenders to amend our debt covenants in response to such.
A cybersecurity incident and other technology disruptions could negatively impact our business, our relationships and our reputation.
We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers and our residents. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including residents' and suppliers' personal information, private information about employees, and financial and strategic information about us. Further, as we pursue our strategy to grow through development and acquisitions and to pursue new initiatives to improve our operations, we are also expanding our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced to third party service providers. In addition, information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber attacks. The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third-parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential liability and competitive disadvantage, any of which could result in a material adverse effect on financial condition or results of operations.
A degradation of a university’s reputation due to negative publicity or other events may adversely impact our communities.
It is important that the universities from which our communities draw residents maintain good reputations and are able to attract the desired number of incoming students. Any degradation in a university's reputation could inhibit its ability to attract students and reduce the demand for our communities.
Federal and state laws require universities to publish and distribute reports of on-campus crime statistics, which may result in negative publicity and media coverage associated with crimes occurring in the vicinity of, or on the premises of, our on-campus communities. Reports of crime or other negative publicity regarding the safety of the students residing on, or near, our communities may have an adverse effect on both our on-campus and off-campus communities.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial condition and disputes between our co-venturers and us.
We have co-invested, and may continue in the future to co-invest, with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In connection with joint venture investments, we do not have sole decision-making control regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third-party not involved, including the possibility that our partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Our partners or co-venturers also may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our preferences, policies or objectives. Such investments also will have the potential risk of impasses on decisions, such as a sale, because neither we nor our partners or co-venturers would have full control over the partnership or joint venture. Disputes between us and our partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort exclusively on our business. Consequently, actions by or disputes with our partners or co-venturers might result in subjecting properties owned by the partnership, joint venture

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or other entity to additional risk. In addition, we may in certain circumstances be liable for the actions of our partners or co-venturers.
Litigation risks could affect our business.
As a publicly traded owner of properties, we have become and in the future may become involved in legal proceedings, including consumer, employment, tort or commercial litigation, that if decided adversely to or settled by us, and not adequately covered by insurance, could result in liability that is material to our financial condition or results of operations.
Our performance and value are subject to risks associated with real estate assets and with the real estate industry.
Our ability to satisfy our financial obligations and make expected distributions to our security holders depends on our ability to generate cash revenues in excess of expenses and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include:
general economic conditions;
rising level of interest rates;
local oversupply, increased competition or reduction in demand for student housing;
inability to collect rent from tenants;
vacancies or our inability to rent beds on favorable terms;
inability to finance property development and acquisitions on favorable terms;
increased operating costs, including insurance premiums, utilities, and real estate taxes;
costs of complying with changes in governmental regulations;
the relative illiquidity of real estate investments;
decreases in student enrollment at particular colleges and universities;
changes in university policies related to admissions and housing; and
changing student demographics.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which would adversely affect us.
Potential losses may not be covered by insurance.
We carry fire, earthquake, terrorism, business interruption, vandalism, malicious mischief, boiler and machinery, commercial general liability and workers' compensation insurance covering all of the properties in our portfolio under various policies. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. There are, however, certain types of losses, such as property damage from generally unsecured losses such as riots, wars, punitive damage awards or acts of God that may be either uninsurable or not economically insurable. Some of our properties are insured subject to limitations involving large deductibles and policy limits that may not be sufficient to cover losses. In addition, we may discontinue earthquake, terrorism or other insurance on some or all of our properties in the future if the cost of premiums from any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss.
If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged and require substantial expenditures to rebuild or repair. In the event of a significant loss at one or more of our properties, the remaining insurance under our policies, if any, could be insufficient to adequately insure our other properties. In such event, securing additional insurance, if possible, could be significantly more expensive than our current policies.
Unionization or work stoppages could have an adverse effect on us.
We are at times required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to such workers. Due to the highly labor intensive and price competitive nature of the construction business, the cost of unionization and/or prevailing wage requirements for new developments could be substantial. Unionization and prevailing wage requirements could adversely affect a new development's profitability. Union activity or a union workforce could increase the risk of a strike, which would adversely affect our ability to meet our construction timetables.

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We could incur significant costs related to government regulation and private litigation over environmental matters.
Under various environmental laws, including the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), a current or previous owner or operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic substances or petroleum at that property, and an entity that arranges for the disposal or treatment of a hazardous or toxic substance or petroleum at another property may be held jointly and severally liable for the cost to investigate and clean up such property or other affected property. Such parties are known as potentially responsible parties (“PRPs”). Such environmental laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the costs of any required investigation or cleanup of these substances can be substantial. PRPs are liable to the government as well as to other PRPs who may have claims for contribution. The liability is generally not limited under such laws and could exceed the property's value and the aggregate assets of the liable party. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for personal injury or property damage, or adversely affect our ability to sell, lease or develop the real property or to borrow using the real property as collateral.
Environmental laws also impose ongoing compliance requirements on owners and operators of real property. Environmental laws potentially affecting us address a wide variety of matters, including, but not limited to, asbestos-containing building materials (“ACBM”), storage tanks, storm water and wastewater discharges, lead-based paint, wetlands, and hazardous wastes. Failure to comply with these laws could result in fines and penalties or expose us to third-party liability. Some of our properties may have conditions that are subject to these requirements and we could be liable for such fines or penalties or liable to third parties.
Existing conditions at some of our properties may expose us to liability related to environmental matters.
Some of the properties in our portfolio may contain asbestos-containing building materials, or ACBMs. Environmental laws require that ACBMs be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. Also, some of the properties in our portfolio contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. Third parties may be permitted by law to seek recovery from owners or operators for personal injury associated with exposure to contaminants, including, but not limited to, petroleum products, hazardous or toxic substances, and asbestos fibers. Also, some of the properties may contain regulated wetlands that can delay or impede development or require costs to be incurred to mitigate the impact of any disturbance. Absent appropriate permits, we can be held responsible for restoring wetlands and be required to pay fines and penalties.
Insurance carriers have reacted to awards or settlements related to lawsuits against owners and managers of residential properties alleging personal injury and property damage caused by the presence of mold in residential real estate by excluding mold related programs designed to minimize the existence of mold in any of our properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on residents or the property.
Environmental liability at any of our properties, including those related to the existence of mold, may have a material adverse effect on our financial condition, results of operations, cash flow, the trading price of our stock or our ability to satisfy our debt service obligations and pay dividends or distributions to our security holders.
We may incur significant costs complying with the Americans with Disabilities Act and similar laws.
Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Additional federal, state and local laws also may require modifications to our properties, or restrict our ability to renovate our properties. For example, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. We have not conducted an audit or investigation of all of our properties to determine our compliance with present requirements. Noncompliance with the ADA or FHAA could result in the imposition of fines or an award or damages to the government or private litigants and also could result in an order to correct any non-complying feature. Also, discrimination on the basis of certain protected classes can result in significant awards to victims. We cannot predict the ultimate amount of the cost of compliance with the ADA, FHAA or other legislation. If we incur substantial costs to comply with the ADA, FHAA or any other legislation, we could be materially and adversely affected.

13



We may incur significant costs complying with other regulations.
The properties in our portfolio are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these various requirements, we might incur governmental fines or private damage awards. Furthermore, existing requirements could change and require us to make significant unanticipated expenditures that would materially and adversely affect us.
The impact of climate change may adversely affect our financial condition or results of operations.
To the extent that climate change does occur, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.
Risks Associated with Our Indebtedness and Financing
We depend heavily on the availability of debt and equity capital to fund our business.
In order to maintain our qualification as a REIT, we are required under the Internal Revenue Code to distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, including any net capital gains, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. Because of these distribution requirements, REITs are largely unable to fund capital expenditures, such as acquisitions, renovations, development and property upgrades from operating cash flow. Consequently, we will be largely dependent on the public equity and debt capital markets and private lenders to provide capital to fund our growth and other capital expenditures. We may not be able to obtain this financing on favorable terms or at all. Our access to equity and debt capital depends, in part, on:
general market conditions;
our current debt levels and the number of properties subject to encumbrances;
our current performance and the market’s perception of our growth potential;
our cash flow and cash distributions; and
the market price per share of our common stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, satisfy our debt service obligations or make cash distributions to our stockholders, including those necessary to maintain our qualification as a REIT.
Disruptions in the financial markets could adversely affect our ability to obtain debt financing or to issue equity and impact our acquisitions and dispositions.
Dislocations and liquidity disruptions in capital and credit markets could impact liquidity in the debt markets, resulting in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. Should the capital and credit markets experience volatility and the availability of funds become limited, or be available only on unattractive terms, we will incur increased costs associated with issuing debt instruments. In addition, it is possible that our ability to access the capital and credit markets may be limited or precluded by these or other factors at a time when we would like, or need, to do so, which would adversely impact our ability to refinance maturing debt and/or react to changing economic and business conditions. Uncertainty in the capital and credit markets could negatively impact our ability to make acquisitions and make it more difficult or not possible for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. Potential disruptions in the financial markets could also have other unknown adverse effects on us or the economy generally and may cause the price of our securities to fluctuate significantly and/or to decline.


14



Our debt level reduces cash available for distribution and could have other important adverse consequences.
As of December 31, 2016, our total consolidated indebtedness was approximately $2.1 billion (excluding unamortized mortgage debt premiums and discounts and original issue discounts). Our debt service obligations expose us to the risk of default and reduce or eliminate cash resources that are available to operate our business or pay distributions that are necessary to maintain our qualification as a REIT. There is no limit on the amount of indebtedness that we may incur except as provided by the covenants in our corporate-level debt. We may incur additional indebtedness to fund future property development, acquisitions and other working capital needs, which may include the payment of distributions to our security holders. The amount available to us and our ability to borrow from time to time under our corporate-level debt is subject to certain conditions and the satisfaction of specified financial and other covenants. If the income generated by our properties and other assets fails to cover our debt service, we would be forced to reduce or eliminate distributions to our stockholders and may experience losses.
In addition, the indenture governing our outstanding senior unsecured notes contains financial and operating covenants that among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to consummate a merger, consolidation or sale of all or substantially all of our assets and incur secured and unsecured indebtedness.
Our level of debt and the operating limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:
we may default on our scheduled principal payments or other obligations as a result of insufficient cash flow or otherwise;
with respect to debt secured by our properties, the lenders or mortgagees may foreclose on such properties and receive an assignment of rents and leases, and foreclosures could create taxable income without accompanying cash proceeds, a circumstance that could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code; and
compliance with the provisions of our debt agreements, including the financial and other covenants, such as the maintenance of specified financial ratios, could limit our flexibility and a default in these requirements, if uncured, could result in a requirement that we repay indebtedness, which could severely affect our liquidity and increase our financing costs.

We may be unable to renew, repay or refinance our outstanding debt.
We are subject to the risk that our indebtedness will not be able to be renewed, repaid or refinanced when due or that the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness. If we were unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of our properties on disadvantageous terms, which might result in losses to us. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. If any of the foregoing occurs, such losses could have a material adverse effect on us and our ability to make distributions to our equity holders and pay amounts due on our debt.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our share price, if investors seek higher yields through other investments.
We have an unsecured revolving credit facility and a term loan that bear interest at a variable rate on all amounts borrowed and we may incur additional variable rate debt in the future. Increases in interest rates on variable rate debt would increase our interest expense and the cost of refinancing existing debt and incurring new debt, unless we make arrangements that hedge the risk of rising interest rates, which would adversely affect net income and cash available for payment of our debt obligations and distributions to equity holders.
An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors which may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments.
Failure to maintain our current credit ratings could adversely affect our cost of funds, liquidity and access to capital markets.
Moody's and Standard & Poor's, the major debt rating agencies, have evaluated our debt and have given us ratings of Baa2 and BBB, respectively. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality and sustainability of cash flow and earnings. Due to changes in market conditions, we

15



may not be able to maintain our current credit ratings, which will adversely affect the cost of funds under our credit facilities, and could also adversely affect our liquidity and access to capital markets.
We may incur losses on interest rate swap and hedging arrangements.
We may periodically enter into agreements to reduce the risks associated with increases in interest rates. Although these agreements may partially protect against rising interest rates, they also may reduce the benefits to us if interest rates decline. If an arrangement is not indexed to the same rate as the indebtedness that is hedged, we may be exposed to losses to the extent which the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Finally, nonperformance by the other party to the arrangement may subject us to increased credit risks.
Potential reforms to Fannie Mae and Freddie Mac could adversely affect our performance.
There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac. Through their lender originator networks, Fannie Mae and Freddie Mac are significant lenders to both us and to buyers of our properties. Fannie Mae and Freddie Mac have a mandate to support multifamily housing through their financing activities. Any changes to their mandates, further reductions in their size or the scale of their activities or loss of key personnel could have a significant impact on us and may, among other things, lead to lower values for our assets and higher interest rates on our borrowings. Fannie Mae's and Freddie Mac's regulator has set overall volume limits on most of Fannie Mae's and Freddie Mac's lending activities. The regulator could in the future require Fannie Mae and Freddie Mac to focus more of their lending activities on small borrowers or properties that the regulator deems affordable, which may or may not include our assets, which could also adversely impact us. In addition, members of the Trump administration have announced restructuring and privatizing Fannie Mae and Freddie Mac is a priority, and there is uncertainty regarding the impact of this action on us and buyers of our properties.
Risks Related to Our Organization and Structure
Our stock price will fluctuate.
The market price and volume of our common stock will fluctuate due not only to general stock market conditions but also to the risk factors discussed above and below and the following:
operating results that vary from the expectations of securities analysts and investors;
investor interest in our property portfolio;
the reputation and performance of REITs;
the attractiveness of REITs as compared to other investment vehicles;
our financial condition and the results of our operations;
the perception of our growth and earnings potential;
dividend payment rates and the form of the payment;
increases in market rates, which may lead purchasers of our common stock to demand a higher yield; and
changes in financial markets and national economic and general market conditions.

To qualify as a REIT, we may be forced to limit the activities of a TRS.
To qualify as a REIT, no more than 25% of the value of our total assets may consist of the securities of one or more taxable REIT subsidiaries, or TRSs. This percentage limitation will be lowered to 20% for taxable years beginning after December 31, 2017. Certain of our activities, such as our third-party development, management and leasing services, must be conducted through a TRS for us to qualify as a REIT. In addition, certain non-customary services must be provided by a TRS or an independent contractor. If the revenues from such activities create a risk that the value of our TRS entities, based on revenues or otherwise, approaches the 25% threshold (20% after December 31, 2017), we will be forced to curtail such activities or take other steps to remain under the 25% threshold. Since the threshold is based on value, it is possible that the IRS could successfully contend that the value of our TRS entities exceeds the threshold even if the TRS accounts for less than 25% (20% after December 31, 2017) of our consolidated revenues, income or cash flow. Four of our five on-campus participating properties and our third-party services are held by a TRS. Consequently, income earned from four of our five on-campus participating properties and our third-party services will be subject to regular federal income taxation and state and local income taxation where applicable, thus reducing the amount of cash available for distribution to our security holders. Our TRS entities' income tax returns are subject to examination by federal, state and local tax jurisdictions, and the methodology used in determining taxable income or loss for those subsidiaries is therefore subject to challenge in any such examination.

16



A TRS is not permitted to directly or indirectly operate or manage a “hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis.” We believe that our method of operating our TRS entities will not be considered to constitute such an activity. Future Treasury Regulations or other guidance interpreting the applicable provisions might adopt a different approach, or the IRS might disagree with our conclusion. In such event we might be forced to change our method of operating our TRS entities, which could adversely affect us, or one of our TRS entities could fail to qualify as a taxable REIT subsidiary, which would likely cause us to fail to qualify as a REIT.
Failure to qualify as a REIT would have significant adverse consequences to us and the value of our securities.
We intend to operate in a manner that will allow us to qualify as a REIT for federal income tax purposes under the Internal Revenue Code. If we lose our REIT status, we will face serious tax consequences that would substantially reduce or eliminate the funds available for investment and for distribution to security holders for each of the years involved, because:
we would not be allowed a deduction for dividends to security holders in computing our taxable income and such amounts would be subject to federal income tax at regular corporate rates;
we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

In addition, if we fail to qualify as a REIT, we will not be required to pay dividends to stockholders, and all dividends to stockholders will be subject to tax as ordinary income to the extent of our current and accumulated earnings and profits. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and would adversely affect the value of our common stock.
Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT that, like us, holds its assets through a partnership or a limited liability company. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets and two “gross income tests”: (a) at least 75% of our gross income in any year must be derived from qualified sources, such as rents from real property, mortgage interest, dividends from other REITs and gains from sale of such assets, and (b) at least 95% of our gross income must be derived from sources meeting the 75% income test above, and other passive investment sources, such as other interest and dividends and gains from sale of securities. Also, we must pay dividends to stockholders aggregating annually at least 90% of our REIT taxable income, excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer or if a TRS enters into agreements with us or our tenants on a basis that is determined to be other than an arm's length basis.
Our charter contains restrictions on the ownership and transfer of our stock.
Our charter provides that, subject to certain exceptions, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of our common stock or more than 9.8% by value of all our outstanding shares, including both common and preferred stock. We refer to this restriction as the “ownership limit.” A person or entity that becomes subject to the ownership limit by virtue of a violative transfer that results in a transfer to a trust is referred to as a “purported beneficial transferee” if, had the violative transfer been effective, the person or entity would have been a record owner and beneficial owner or solely a beneficial owner of our stock, or is referred to as a “purported record transferee” if, had the violative transfer been effective, the person or entity would have been solely a record owner of our stock.
The constructive ownership rules under the Internal Revenue Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our stock (or the acquisition of an interest in an entity that owns, actually or constructively, our stock) by an individual or entity, could, nevertheless cause that individual or entity, or another individual or entity, to own constructively in excess of 9.8% of our outstanding stock and thereby subject the stock to the ownership limit. Our charter, however, requires exceptions to be made to this limitation if our board of directors determines that such exceptions will not

17



jeopardize our tax status as a REIT. This ownership limit could delay, defer or prevent a change of control or other transaction that might involve a premium price for our common stock or otherwise be in the best interest of our security holders.
Certain tax and anti-takeover provisions of our charter and bylaws may inhibit a change of our control.
Certain provisions contained in our charter and bylaws and the Maryland General Corporation Law may discourage a third-party from making a tender offer or acquisition proposal to us. If this were to happen, it could delay, deter or prevent a change in control or the removal of existing management. These provisions also may delay or prevent the security holders from receiving a premium for their securities over then-prevailing market prices. These provisions include:
the REIT ownership limit described above;
authorization of the issuance of our preferred shares with powers, preferences or rights to be determined by our board of directors;
the right of our board of directors, without a stockholder vote, to increase our authorized shares and classify or reclassify unissued shares;
advance-notice requirements for stockholder nomination of directors and for other proposals to be presented to stockholder meetings; and
the requirement that a majority vote of the holders of common stock is needed to remove a member of our board of directors for “cause.”

The Maryland business statutes also impose potential restrictions on a change of control of our company.
Various Maryland laws may have the effect of discouraging offers to acquire us, even if the acquisition would be advantageous to security holders. Our bylaws exempt us from some of those laws, such as the control share acquisition provisions, but our board of directors can change our bylaws at any time to make these provisions applicable to us.
Our rights and the rights of our security holders to take action against our directors and officers are limited.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believe to be in our best interests and with the care that an ordinary prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors' and officers' liability to us and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our bylaws require us to indemnify directors and officers for liability resulting from actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our security holders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.
Item 1B.  Unresolved Staff Comments
 
There were no unresolved comments from the staff of the SEC at December 31, 2016.
 

18


Item 2.   Properties
 
The following table presents certain summary information about our properties.  Our properties generally are modern facilities, and amenities at most of our properties include a swimming pool, basketball courts and a large community center featuring a fitness center, computer center, study areas, and a recreation room with billiards and other games. Some properties also have a jacuzzi/hot tub, volleyball courts, tennis courts, in-unit washers and dryers, and food service facilities. Leases at our off-campus properties typically require 12 monthly rent payments. Leases at our residence hall properties typically correspond to the university’s academic year and require nine or ten monthly rent payments.    
These properties are included in the Wholly-Owned Properties and On-Campus Participating Properties segments discussed in Item 1 and Note 17 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.  We own fee title to all of these properties except for properties subject to ground/facility leases and our on-campus participating properties, as discussed more fully in Note 8 and Note 15 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.  All dollar amounts in this table and others herein, except share and per share amounts, are stated in thousands unless otherwise indicated.
Property
 
Year
Built (1)
 
Date
Acquired/
Developed
 
Primary University Served
 
Typical Number of Rental Payments/ Year
 
 Year Ended December 31, 2016 Revenue (2)
 
Average Monthly Revenue/ Bed (3)
 
# of Units
 
# of
Beds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WHOLLY-OWNED PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Same Store Wholly-Owned Properties: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Callaway House
 
1999
 
Mar-01
 
Texas A&M University
 
10
 
$
8,653

(5) 
$
1,526

(5) 
173
 
538
The Village at Science Drive
 
2000
 
Nov-01
 
The University of Central Florida
 
12
 
5,578

 
609

 
192
 
732
University Village at Boulder Creek
 
2002
 
Aug-02
 
The University of Colorado at Boulder
 
12
 
3,563

 
922

 
82
 
309
University Village - Fresno
 
2004
 
Aug-04
 
California State University - Fresno
 
12
 
2,814

 
523

 
105
 
406
University Village - Temple
 
2004
 
Aug-04
 
Temple University
 
12
 
6,155

 
699

 
220
 
749
College Club Townhomes (6)
 
2002
 
Feb-05
 
Florida A&M University
 
12
 
2,792

 
361

 
136
 
544
University Club Apartments
 
1999
 
Feb-05
 
University of Florida
 
12
 
2,270

 
488

 
94
 
376
City Parc at Fry Street
 
2004
 
Mar-05
 
University of North Texas
 
12
 
3,399

 
653

 
136
 
418
Entrada Real
 
2000
 
Mar-05
 
University of Arizona
 
12
 
2,527

 
553

 
98
 
363
University Village at Sweethome
 
2005
 
Aug-05
 
State Univ. of New York at Buffalo
 
12
 
6,743

 
690

 
269
 
828
University Village - Tallahassee (7)
 
1991
 
Mar-06
 
Florida State University
 
12
 
4,261

 
499

 
217
 
716
Royal Village Gainesville
 
1996
 
Mar-06
 
University of Florida
 
12
 
2,992

 
563

 
118
 
448
Royal Lexington
 
1994
 
Mar-06
 
The University of Kentucky
 
12
 
2,276

 
513

 
94
 
364
Raiders Pass
 
2001
 
Mar-06
 
Texas Tech University
 
12
 
4,858

 
475

 
264
 
828
Aggie Station
 
2003
 
Mar-06
 
Texas A&M University
 
12
 
3,214

 
587

 
156
 
450
The Outpost - San Antonio
 
2005
 
Mar-06
 
University of Texas – San Antonio
 
12
 
5,389

 
522

 
276
 
828
Callaway Villas
 
2006
 
Aug-06
 
Texas A&M University
 
10/12
 
5,813

 
711

 
236
 
704
The Village on Sixth Avenue
 
1999
 
Jan-07
 
Marshall University
 
12
 
4,593

 
492

 
248
 
752
Newtown Crossing
 
2005
 
Feb-07
 
University of Kentucky
 
12
 
6,675

 
590

 
356
 
942
Olde Towne University Square
 
2005
 
Feb-07
 
University of Toledo
 
12
 
3,990

 
593

 
224
 
550
Peninsular Place
 
2005
 
Feb-07
 
Eastern Michigan University
 
12
 
3,091

 
497

 
183
 
478
University Centre
 
2007
 
Aug-07
 
Rutgers University, NJIT
 
10/12
 
7,154

 
917

 
234
 
838
The Summit & Jacob Heights (7)
 
2004
 
Jun-08
 
Minnesota State University
 
12
 
5,105

 
449

 
258
 
930
GrandMarc Seven Corners
 
2000
 
Jun-08
 
University of Minnesota
 
12
 
4,411

 
598

 
186
 
440
Aztec Corner
 
2001
 
Jun-08
 
San Diego State University
 
12
 
5,389

 
711

 
180
 
606
Tower at Third
 
1973
 
Jun-08
 
University of Illinois
 
12
 
3,274

 
745

 
188
 
375

19


Property
 
Year
Built (1)
 
Date
Acquired/
Developed
 
Primary University Served
 
Typical Number of Rental Payments/ Year
 
 Year Ended December 31, 2016 Revenue (2)
 
Average Monthly Revenue/ Bed (3)
 
# of Units
 
# of
Beds
Willowtree Apartments and Tower (6)
 
1970
 
Jun-08
 
University of Michigan
 
12
 
$
5,875

 
$
560

 
473
 
851
University Pointe
 
2004
 
Jun-08
 
Texas Tech University
 
12
 
4,794

 
582

 
204
 
682
University Trails
 
2003
 
Jun-08
 
Texas Tech University
 
12
 
4,769

 
565

 
240
 
684
Campus Trails
 
1991
 
Jun-08
 
Mississippi State University
 
12
 
2,499

 
436

 
156
 
480
Vista del Sol (ACE)
 
2008
 
Aug-08
 
Arizona State University
 
12
 
17,727

 
726

 
613
 
1,866
Villas at Chestnut Ridge
 
2008
 
Aug-08
 
State Univ. of New York at Buffalo
 
12
 
5,075

 
765

 
196
 
552
Barrett Honors College (ACE)
 
2009
 
Aug-09
 
Arizona State University
 
10
 
14,389

 
896

 
604
 
1,721
Sanctuary Lofts
 
2006
 
Jul-10
 
Texas State University
 
12
 
4,347

 
674

 
201
 
487
Blanton Common
 
2005
 
Sep-10
 
Valdosta State University
 
12
 
3,817

 
387

 
276
 
860
The Edge- Charlotte
 
1999
 
Nov-10
 
UNC - Charlotte
 
12
 
4,730

 
518

 
180
 
720
University Walk
 
2002
 
Nov-10
 
UNC - Charlotte
 
12
 
3,163

 
519

 
120
 
480
Uptown Apartments
 
2004
 
Nov-10
 
University of North Texas
 
12
 
4,258

 
639

 
180
 
528
2nd Ave Centre
 
2008
 
Dec-10
 
University of Florida
 
12
 
6,847

 
644

 
274
 
868
Villas at Babcock
 
2011
 
Aug-11
 
University of Texas – San Antonio
 
12
 
5,107

 
512

 
204
 
792
Lobo Village (ACE)
 
2011
 
Aug-11
 
University of New Mexico
 
12
 
5,624

 
517

 
216
 
864
Villas on Sycamore
 
2011
 
Aug-11
 
Sam Houston State University
 
12
 
4,677

 
514

 
170
 
680
University Village Northwest   (ACE)
 
2011
 
Aug-11
 
Prairie View A&M University
 
9
 
935

 
703

 
36
 
144
26 West
 
2008
 
Dec-11
 
University of Texas - Austin
 
12
 
13,203

 
938

 
367
 
1,026
The Varsity
 
2011
 
Dec-11
 
University of Maryland
 
12
 
11,908

 
969

 
258
 
901
Avalon Heights
 
2002
 
May-12
 
University of South Florida in Tampa
 
12
 
5,818

 
611

 
210
 
754
University Commons
 
2003
 
Jun-12
 
Univ. of Minnesota in Minneapolis
 
12
 
4,126

 
570

 
164
 
480
Casas del Rio (ACE)
 
2012
 
Aug-12
 
University of New Mexico
 
10
 
5,155

 
586

 
283
 
1,028
The Suites (ACE) (6)
 
2013
 
Aug-12
 
Northern Arizona University
 
10
 
6,053

 
699

 
439
 
878
Hilltop Townhomes (ACE)
 
2012
 
Aug-12
 
Northern Arizona University
 
12
 
4,939

 
675

 
144
 
576
U Club on Frey (6)
 
2013
 
Aug-12
 
Kennesaw State University
 
12
 
7,023

 
649

 
216
 
864
Campus Edge on UTA Boulevard
 
2012
 
Aug-12
 
University of Texas - Arlington
 
12
 
4,131

 
647

 
128
 
488
U Club Townhomes on Marion Pugh
 
2012
 
Aug-12
 
Texas A&M University
 
12
 
5,094

 
652

 
160
 
640
Villas on Rensch
 
2012
 
Aug-12
 
State Univ. of New York at Buffalo
 
12
 
5,780

 
772

 
153
 
610
The Village at Overton Park
 
2012
 
Aug-12
 
Texas Tech University
 
12
 
4,664

 
640

 
163
 
612
Casa de Oro (ACE)
 
2012
 
Aug-12
 
Arizona State University
 
10
 
1,672

 
684

 
109
 
365
The Villas at Vista del Sol  (ACE)
 
2012
 
Aug-12
 
Arizona State University
 
12
 
3,810

 
778

 
104
 
400
The Block
 
2008
 
Aug-12
 
The University of Texas at Austin
 
12
 
20,168

 
940

 
669
 
1,555
University Pointe at College Station (ACE)
 
2012
 
Sep-12
 
Portland State University
 
12
 
8,971

 
685

 
282
 
978
309 Green
 
2008
 
Sep-12
 
University of Illinois
 
12
 
4,252

 
816

 
110
 
416
The Retreat
 
2012
 
Sep-12
 
Texas State University
 
12
 
6,000

 
605

 
187
 
780
Lofts54
 
2008
 
Sep-12
 
University of Illinois
 
12
 
1,587

 
693

 
43
 
172
Campustown Rentals
 
1982
 
Sep-12
 
University of Illinois
 
12
 
4,669

 
497

 
264
 
746
Chauncey Square
 
2011
 
Sep-12
 
Purdue University
 
12
 
4,473

 
852

 
158
 
386
Vintage & Texan West Campus (6)
 
2008
 
Sep-12
 
The University of Texas at Austin
 
12
 
3,799

 
898

 
124
 
311
The Castilian
 
1967
 
Sep-12
 
The University of Texas at Austin
 
10
 
8,382

(5) 
1,334

(5) 
371
 
623

20


Property
 
Year
Built (1)
 
Date
Acquired/
Developed
 
Primary University Served
 
Typical Number of Rental Payments/ Year
 
 Year Ended December 31, 2016 Revenue (2)
 
Average Monthly Revenue/ Bed (3)
 
# of Units
 
# of
Beds
Bishops Square
 
2002
 
Sep-12
 
Texas State University
 
12
 
$
2,503

 
$
600

 
134
 
315
Union
 
2006
 
Sep-12
 
Baylor University
 
12
 
917

 
615

 
54
 
120
922 Place
 
2009
 
Sep-12
 
Arizona State University
 
12
 
4,313

 
687

 
132
 
468
Campustown
 
1997
 
Sep-12
 
Iowa State University
 
12
 
8,826

 
535

 
452
 
1,217
River Mill
 
1972
 
Sep-12
 
University of Georgia
 
12
 
3,131

 
555

 
243
 
461
Landmark
 
2012
 
Sep-12
 
University of Michigan
 
12
 
10,334

 
1,235

 
173
 
606
Icon Plaza
 
2012
 
Sep-12
 
University of Southern California
 
12
 
4,640

 
1,388

 
56
 
253
The Province - Greensboro
 
2011
 
Nov-12
 
UNC - Greensboro
 
12
 
4,919

 
584

 
219
 
696
RAMZ Apts on Broad
 
2004
 
Nov-12
 
Virginia Commonwealth University
 
12
 
2,042

 
724

 
88
 
172
The Lofts at Capital Garage
 
2000
 
Nov-12
 
Virginia Commonwealth University
 
12
 
876

 
453

 
36
 
144
25 Twenty
 
2011
 
Nov-12
 
Texas Tech University
 
12
 
4,795

 
714

 
249
 
562
The Province - Louisville
 
2009
 
Nov-12
 
University of Louisville
 
12
 
6,210

 
621

 
366
 
858
West 27th Place
 
2011
 
Nov-12
 
University of Southern California
 
12
 
7,040

 
1,058

 
161
 
475
The Province - Rochester
 
2010
 
Nov-12
 
Rochester Institute of Technology
 
12
 
8,416

 
806

 
336
 
816
5 Twenty Four & 5 Twenty Five Angliana (6)
 
2010
 
Nov-12
 
University of Kentucky
 
12
 
7,464

 
562

 
376
 
1,060
The Province - Tampa
 
2009
 
Nov-12
 
University of South Florida
 
12
 
7,679

 
644

 
287
 
947
U Point Kennesaw
 
2012
 
Nov-12
 
Kennesaw State University
 
12
 
6,184

 
613

 
216
 
795
The Cottages of Durham
 
2012
 
Nov-12
 
University of New Hampshire
 
12
 
6,088

 
764

 
141
 
619
University Edge
 
2012
 
Dec-12
 
Kent State University
 
12
 
4,844

 
640

 
201
 
608
The Lodges of East Lansing phase I & II
 
2012
 
Jul-13
 
Michigan State University
 
12
 
9,122

 
696

 
364
 
1,049
7th Street Station
 
2012
 
Jul-13
 
Oregon State University
 
12
 
2,730

 
689

 
82
 
309
U Club on Woodward
 
2013
 
Aug-13
 
Florida State University
 
12
 
3,799

 
682

 
112
 
448
The Callaway House Austin
 
2013
 
Aug-13
 
The University of Texas at Austin
 
10
 
13,922

(5) 
1,800

(5) 
219
 
753
Manzanita (ACE)
 
2013
 
Aug-13
 
Arizona State University
 
10
 
6,205

 
849

 
241
 
816
University View (ACE)
 
2013
 
Aug-13
 
Prairie View A&M University
 
9
 
2,201

 
675

 
96
 
336
U Club Townhomes at Overton Park
 
2013
 
Aug-13
 
Texas Tech University
 
12
 
3,653

 
681

 
112
 
448
601 Copeland
 
2013
 
Aug-13
 
Florida State University
 
12
 
2,737

 
752

 
81
 
283
The Townhomes at Newtown Crossing
 
2013
 
Aug-13
 
University of Kentucky
 
12
 
4,472

 
607

 
152
 
608
Chestnut Square (ACE)
 
2013
 
Sep-13
 
Drexel University
 
12
 
11,572

 
1,011

 
220
 
861
Park Point
 
2008
 
Oct-13
 
Rochester Institute of Technology
 
12
 
10,756

 
808

 
300
 
924
U Centre at Fry Street
 
2012
 
Nov-13
 
University of North Texas
 
12
 
5,963

 
723

 
194
 
614
Cardinal Towne
 
2010
 
Nov-13
 
University of Louisville
 
12
 
5,080

 
684

 
255
 
545
The Standard
 
2014
 
Oct-14
 
University of Georgia
 
12
 
5,767

 
769

 
190
 
610
Stanworth Commons Phase I (ACE)
 
2014
 
Jul-14
 
Princeton University
 
12
 
2,868

 
1,184

 
127
 
214
The Plaza on University
 
2014
 
Aug-14
 
University of Central Florida
 
12
 
13,384

 
694

 
364
 
1,313
U Centre at Northgate (ACE)
 
2014
 
Aug-14
 
Texas A&M University
 
12
 
6,080

 
630

 
196
 
784
University Walk
 
2014
 
Aug-14
 
University of Tennessee
 
12
 
3,939

 
600

 
177
 
526
Subtotal - Same Store Wholly-Owned Properties
 
 
 
$
576,760

 
$
688

 
21,774
 
66,993
 
 
 
 
 
 
 
 
 
 
 
 
 

21


Property
 
Year
Built (1)
 
Date
Acquired/
Developed
 
Primary University Served
 
Typical Number of Rental Payments/ Year
 
 Year Ended December 31, 2016 Revenue (2)
 
Average Monthly Revenue/ Bed (3)
 
# of Units
 
# of
Beds
New Wholly-Owned Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015 Acquisitions and Completed Development Projects
 
 
 
 
 
 
 
 
 
 
 
 
Park Point
 
2010
 
Feb-15
 
Syracuse University
 
12
 
$
3,440

 
$
1,198

 
66
 
226
1200 West Marshall
 
2013
 
Mar-15
 
Virginia Commonwealth University
 
12
 
3,815

 
744

 
136
 
406
8 1/2 Canal Street
 
2011
 
Mar-15
 
Virginia Commonwealth University
 
12
 
4,745

 
693

 
160
 
540
Vistas San Marcos
 
2013
 
Mar-15
 
Texas State University
 
12
 
5,629

 
701

 
255
 
600
Crest at Pearl
 
2014
 
Jun-15
 
University of Texas
 
12
 
4,481

 
947

 
141
 
343
U Club Binghamton
 
2005
 
Jun-15
 
Binghamton University - SUNY
 
12
 
6,595

 
822

 
186
 
710
Stadium Centre
 
2014
 
Jul-15
 
Florida State University
 
12
 
7,941

 
828

 
367
 
710
160 Ross
 
2015
 
Aug-15
 
Auburn University
 
12
 
5,045

 
625

 
182
 
642
U Club on Woodward Phase II
  
2015
 
Aug-15
 
Florida State University
 
12
 
4,161

 
674

 
124
 
496
The Summit at University City (ACE)
 
2015
 
Sep-15
 
Drexel University
 
12
 
15,197

 
971

 
351
 
1,315
2125 Franklin
 
2015
 
Sep-15
 
University of Oregon
 
12
 
5,516

 
640

 
192
 
734
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016 Acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
University Crossings - Charlotte
 
2014
 
Aug-16
 
University of North Carolina - Charlotte
 
12
 
1,487

 
591

 
187
 
546
U Point
 
2016
 
Oct-16
 
Syracuse University
 
12
 
437

 
1,003

 
54
 
163
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016 Completed Development Projects
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Court at Stadium Centre
 
2016
 
Aug-16
 
Florida State University
 
12
 
1,037

 
798

 
80
 
260
U Club on 28th
 
2016
 
Aug-16
 
University of Colorado
 
12
 
1,895

 
950

 
100
 
398
Currie Hall (ACE)
 
2016
 
Aug-16
 
University of Southern California
 
12
 
2,165

 
993

 
178
 
456
University Pointe (ACE)
 
2016
 
Aug-16
 
University of Louisville
 
12
 
1,396

 
577

 
134
 
531
Fairview House (ACE)
 
2016
 
Aug-16
 
Butler University
 
9
 
2,272

 
820

 
107
 
633
U Club Sunnyside
 
2016
 
Aug-16
 
West Virginia University
 
9/12
 
1,496

 
586

 
134
 
534
Merwick Stanworth Phase II (ACE)
 
2016
 
Sep-16
 
Princeton University
 
12
 
981

 
1,061

 
198
 
379
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016 Completed Renovation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
University Crossings (ACE)
 
2003
 
Jun-08
 
Drexel University
 
12
 
8,561

 
781

 
260
 
1,016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona State University Residence Hall (ACE)
 
2017
 
Aug-17
 
Arizona State University
 
10
 

 
n/a

 
429
 
1,594
Sky View (ACE)
 
2017
 
Aug-17
 
Northern Arizona University
 
12
 
56

 
n/a

 
163
 
626
University Square (ACE)
 
2017
 
Aug-17
 
Prairie View A&M University
 
9
 

 
n/a

 
143
 
466
U Centre on Turner
 
2017
 
Aug-17
 
University of Missouri
 
12
 
23

 
n/a

 
182
 
718
U Pointe on Speight
 
2017
 
Aug-17
 
Baylor University
 
12
 
4

 
n/a

 
180
 
700
21Hundred @ Overton Park
 
2017
 
Aug-17
 
Texas Tech University
 
12
 
6

 
n/a

 
296
 
1,204
Suites at 3rd
 
2017
 
Aug-17
 
University of Illinois
 
12
 
2

 
n/a

 
63
 
251
U Club Binghamton II
 
2017
 
Aug-17
 
SUNY Binghamton University
 
12
 

 
n/a

 
140
 
562
Callaway House Apartments
 
2017
 
Aug-17
 
University of Oklahoma
 
12
 
6

 
n/a

 
386
 
915
U Centre on College
 
2017
 
Aug-17
 
Clemson University
 
12
 
10

 
n/a

 
127
 
418
Bancroft Residence Hall (ACE)
 
2018
 
Aug-18
 
University of California, Berkeley
 
9
 

 
n/a

 
412
 
781

22


Property
 
Year
Built (1)
 
Date
Acquired/
Developed
 
Primary University Served
 
Typical Number of Rental Payments/ Year
 
 Year Ended December 31, 2016 Revenue (2)
 
Average Monthly Revenue/ Bed (3)
 
# of Units
 
# of
Beds
Virginia Commonwealth University (ACE)
 
2018
 
Aug-18
 
Virginia Commonwealth Univ.
 
12
 
$

 
n/a

 
592
 
1,524
Butler University Phase II (ACE)
 
2018
 
Aug-18
 
Butler University
 
9
 

 
n/a

 
197
 
648
The Edge at Stadium Centre
 
2018
 
Aug-18
 
Florida State University
 
12
 

 
n/a

 
111
 
412
Subtotal – New Wholly-Owned Properties
 
 
 
$
88,399

 
$
789

 
7,013
 
22,457
 
 
 
 
 
 
 
 
 
 
 
Wholly-Owned Property Held for Sale
 
 
 
 
 
 
 
 
 
 
The Province - Dayton (8)
 
2009
 
Nov-12
 
Wright State University
 
12
 
$
4,067

 
$
474

 
200
 
657
TOTAL – WHOLLY-OWNED PROPERTIES
 
 
 
$
669,226

 
$
700

 
28,987
 
90,107
 
 
 
 
 
 
 
 
 
 
 
 
 
ON-CAMPUS PARTICIPATING PROPERTIES
 
 
 
 
 
 

 
 

 
 
 
 
University Village – PVAMU
 
1997
 
Aug-96
 
Prairie View A&M University
 
9
 
$
11,307

 
$
603

 
612
 
1,920
University College - PVAMU
 
2001
 
Aug-00
 
Prairie View A&M University
 
9
 
8,357

 
605

 
756
 
1,470
University Village -   TAMIU
 
1997
 
Aug-97
 
Texas A&M International University
 
10
 
1,490

 
618

 
84
 
250
Cullen Oaks Phase I and II
 
2003
 
Aug-01
 
The University of Houston
 
10
 
7,872

 
880

 
411
 
879
College Park
 
2014
 
Aug-14
 
West Virginia University
 
12
 
4,407

 
666

 
224
 
567
TOTAL - ON-CAMPUS PARTICIPATING PROPERTIES
 
 
 
 
 
$
33,433

 
$
660

 
2,087
 
5,086
GRAND TOTAL- ALL PROPERTIES
 
 
 
 
 
$
702,659

 
$
698

 
31,074
 
95,193
 
(1) 
For properties with multiple phases, the year built represents the weighted average year based on the number of beds delivered each year.
(2) 
Includes base rental revenue and other income, which includes, but is not limited to, utility income, damages, parking income, summer conference rent, application fees, income from retail tenants, etc.
(3) 
Average monthly revenue per bed is calculated based upon our base rental revenue earned during typical lease terms for the year ended December 31, 2016 divided by average occupied beds over the typical lease term.
(4) 
Our same store wholly-owned portfolio represents properties that were owned or operated by us for the full years ended December 31, 2015 and 2016, which are not conducting or planning to conduct substantial development or redevelopment activities, and are not classified as held for sale as of December 31, 2016.
(5) 
As rent at this property includes food services, revenue is not comparable to the other properties in this table.
(6) 
Consists of two phases that are counted separately in the property portfolio numbers contained in Note 1 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.
(7) 
Consists of three phases that are counted separately in the property portfolio numbers contained in Note 1 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.
(8) 
This property was classified as held for sale as of December 31, 2016 (see Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8).


23


Occupancy information for our property portfolio for the year ended and as of December 31, 2016 is set forth below:
 
 
2016 Average Occupancy (1)
 
Occupancy as of December 31, 2016
WHOLLY-OWNED PROPERTIES
 
 
 
 
Same-store Wholly-owned Properties (2)
 
94.8%
 
97.6%
New Wholly-owned Properties
 
92.9%
 
95.0%
TOTAL – WHOLLY-OWNED PROPERTIES (3)
 
94.6%
 
97.2%
 
 
 
 
 
ON-CAMPUS PARTICIPATING PROPERTIES
 
76.6%
 
97.4%
(1) 
Average occupancy is calculated based on the average number of occupied beds for the year ended December 31, 2016 divided by total beds. For properties with typical lease terms shorter than 12 months, average occupancy includes the impact of significantly low occupancy during the summer months. Average occupancy for acquired properties and properties which commenced operations during 2016 is calculated based on the period these properties were owned by us and/or operational during 2016.
(2) 
Our same store wholly-owned portfolio represents properties that were owned or operated by us for the full years ended December 31, 2015 and 2016, which are not conducting or planning to conduct substantial development or redevelopment activities, and are not classified as held for sale as of December 31, 2016.
(3) 
Does not include one property classified as held for sale as of December 31, 2016.



24



Item 3. Legal Proceedings
 
We are subject to various claims, lawsuits and legal proceedings that have not been fully resolved and that have arisen in the ordinary course of business.  While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations.  However, the outcome of claims, lawsuits and legal proceedings brought against us are subject to significant uncertainty.  Therefore, although management considers the likelihood of such an outcome to be remote, the ultimate results of these matters cannot be predicted with certainty. 

Item 4.  Mine Safety Disclosures

Not applicable.
 
PART II
 
Item 5.  Market for the Registrant’s Common Equity and Related Stockholder Matters
 
Market Information
 
The Company’s common stock has been listed and is traded on the New York Stock Exchange (“NYSE”) under the symbol “ACC”.  The following table sets forth, for the periods indicated, the high and low sale prices in dollars on the NYSE for our common stock and the distributions we declared with respect to the periods indicated.
 
 
 
High
 
Low
 
Distributions
Declared
Quarter ended March 31, 2015
 
$
45.38

 
$
39.61

 
$
0.3800

Quarter ended June 30, 2015
 
$
43.80

 
$
37.59

 
$
0.4000

Quarter ended September 30, 2015
 
$
39.67

 
$
32.12

 
$
0.4000

Quarter ended December 31, 2015
 
$
41.99

 
$
35.66

 
$
0.4000

Quarter ended March 31, 2016
 
$
47.18

 
$
38.63

 
$
0.4000

Quarter ended June 30, 2016
 
$
52.87

 
$
43.66

 
$
0.4200

Quarter ended September 30, 2016
 
$
54.56

 
$
47.24

 
$
0.4200

Quarter ended December 31, 2016
 
$
52.53

 
$
44.65

 
$
0.4200

 
Holders
 
As of February 24, 2017, there were approximately 40,300 holders of record of the Company’s common stock and 133,289,669 shares of common stock outstanding.
 
Distributions
 
We intend to continue to declare quarterly distributions on our common stock.  The actual amount, timing and form of payment of distributions, however, will be at the discretion of our Board of Directors and will depend upon our financial condition in addition to the requirements of the Code, and no assurance can be given as to the amounts, timing or form of payment of future distributions.
 
See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.


25



Item 6.  Selected Financial Data
 
The following table sets forth selected financial and operating data on a consolidated historical basis for the Company.
 
The following data should be read in conjunction with the Notes to Consolidated Financial Statements in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7.
 
 
As of and for the Year Ended December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
Statements of Comprehensive Income Information:
 
 
 
 
 
 
 
 
 
Wholly-owned property revenue (1)
$
738,598

 
$
708,018

 
$
693,694

 
$
621,117

 
$
424,022

Wholly-owned property operating expenses
337,296

 
331,836

 
329,615

 
296,794

 
200,126

On-campus participating property revenue
33,433

 
31,586

 
28,534

 
26,348

 
26,166

On-campus participating property operating expenses
13,447

 
12,437

 
11,290

 
11,049

 
11,073

Third-party development and management services revenues
14,330

 
13,777

 
11,687

 
9,997

 
15,467

Total other operating expenses (2)
262,475

 
252,204

 
238,024

 
217,866

 
148,610

Income from continuing operations
100,623

 
118,061

 
61,384

 
47,436

 
48,789

Income from discontinued operations (3)

 

 
2,720

 
59,755

 
11,449

Net income
100,623

 
118,061

 
64,104

 
107,191

 
60,238

Net income attributable to noncontrolling interests
(1,562
)
 
(2,070
)
 
(1,265
)
 
(2,547
)
 
(3,602
)
Net income attributable to ACC, Inc. and
Subsidiaries common stockholders
99,061

 
115,991

 
62,839

 
104,644

 
56,636

Per Share and Distribution Data:
 
 
 

 
 

 
 

 
 

Earnings per share:
 
 
 

 
 

 
 

 
 

Income from continuing operations - Basic
$
0.76

 
$
1.03

 
$
0.56

 
$
0.43

 
$
0.53

Income from continuing operations - Diluted
0.75

 
1.02

 
0.56

 
0.42

 
0.52

Net income - Basic
0.76

 
1.03

 
0.59

 
0.99

 
0.66

Net income - Diluted
0.75

 
1.02

 
0.58

 
0.98

 
0.65

Cash distributions declared per common share / unit
1.66

 
1.58

 
1.50

 
1.42

 
1.35

Cash distributions declared
218,697

 
178,506

 
158,487

 
149,461

 
117,592

Balance Sheet Data:
 
 
 

 
 

 
 

 
 

Total assets (4)
$
5,865,913

 
$
6,006,248

 
$
5,816,044

 
$
5,816,743

 
$
5,106,116

Secured mortgage, construction and bond debt (4)
688,195

 
1,094,962

 
1,324,783

 
1,323,071

 
1,499,346

Term loans and revolving credit facilities (4)
248,365

 
666,619

 
838,733

 
837,247

 
708,913

Unsecured notes (4)
1,188,737

 
1,186,700

 
790,499

 
794,396

 

Stockholders’ equity
3,444,985

 
2,770,196

 
2,609,554

 
2,624,901

 
2,648,381

Other Data:
 
 
 
 
 
 
 
 
 
Cash flows provided by (used in):
 
 
 
 
 
 
 
 
 
Operating activities (5)
$
308,089

 
$
263,786

 
$
262,243

 
$
249,749

 
$
197,224

Investing activities
(31,556
)
 
(239,455
)
 
(429,235
)
 
(509,999
)
 
(1,447,562
)
Financing activities (5)
(271,052
)
 
(32,734
)
 
153,303

 
277,547

 
1,249,393

Funds from operations (“FFO”) (6)
292,597

 
271,381

 
259,230

 
236,777

 
168,355

Funds from operations - modified (“FFOM”) (6)
297,694

 
269,259

 
255,071

 
236,643

 
165,015

Property Data:
 
 
 

 
 

 
 

 
 

Owned properties
154

 
162

 
169

 
167

 
160

Beds
95,193

 
99,388

 
103,661

 
102,400

 
98,840

Total wholly-owned properties occupancy at December 31, (7)
97.2
%
 
97.3
%
 
97.7
%
 
96.8
%
 
96.4
%
(1) 
Includes revenues that are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income in Item 8.
(2) 
Includes third-party development and management services expenses, general and administrative expenses, depreciation and amortization expense, ground and facility lease expense, and provision for real estate impairment. See the accompanying consolidated statements of comprehensive income in Item 8.
(3) 
See Notes 2 and 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion of discontinued operations.

26



(4) 
All periods presented have been changed to reflect the adoption of Accounting Standards Update 2015-03 (“ASU 2015-03”),“Simplifying the Presentation of Debt Issuance Costs”, which required retrospective application. See Notes 2 and 10 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion.
(5) 
All periods presented have been changed to reflect the adoption of Accounting Standards Update 2016-09 (“ASU 2016-09”), “Improvements to Employee Share-Based Payment Accounting.”, which required retrospective application. See Note 2 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion.
(6) 
Management considers Funds from Operations (“FFO”) and Funds from Operations - Modified (“FFOM”) to be appropriate measures of the financial performance of an equity REIT. See “Funds from Operations and Adjusted FFO” in Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” for reconciliations of net income attributable to common shareholders to FFO and FFOM.
(7) 
Includes wholly-owned properties held for sale as of each period presented.


Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Our Company and Our Business
 
Overview
 
We are one of the largest owners, managers and developers of high quality student housing properties in the United States in terms of beds owned and under management.  We are a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing and management of student housing properties.  Refer to Item 1 contained herein for additional information regarding our business objectives, investment strategies, and operating segments.
 
Property Portfolio
 
As of December 31, 2016, our property portfolio contained 154 properties with approximately 95,200 beds.  Our property portfolio consisted of 121 owned off-campus student housing properties that are in close proximity to colleges and universities, 28 ACE properties operated under ground/facility leases with thirteen university systems and five on-campus participating properties operated under ground/facility leases with the related university systems.  Of the 154 properties, 14 were under development as of December 31, 2016, and when completed will consist of a total of approximately 10,800 beds.  Our communities contain modern housing units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities.
 
We believe that the ownership and operation of student housing communities in close proximity to selected colleges and universities presents an attractive long-term investment opportunity for our investors.  We intend to continue to execute our strategy of identifying existing differentiated, typically highly amenitized, student housing communities or development opportunities in close proximity to university campuses with high barriers to entry which are projected to experience substantial increases in enrollment and/or are under-serviced in terms of existing on and/or off-campus student housing.

Third-Party Development and Management Services
 
We provide development and construction management services for student housing properties owned by universities, 501(c) 3 foundations and others.  Our clients have included some of the nation’s most prominent systems of higher education.  We develop student housing properties for these clients and we are sometimes retained to manage these properties following their opening.  As of December 31, 2016, we were under contract on two third-party development projects that are currently in progress and whose fees range from $1.1 million to $2.3 million.  As of December 31, 2016, fees of approximately $1.1 million remained to be earned by us with respect to these projects.
 
As of December 31, 2016, we also provided third-party management and leasing services for 49 properties that represented approximately 36,800 beds. Managed properties as of December 31, 2016 include 11 properties and 7,060 beds that were part of the disposition of a portfolio of 19 properties in November 2016. See Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion of our disposition activity.  The Company will provide third-party management for these properties during a transition period ending in April 2017. Our third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one to five years.
 
While fee revenue from our third-party development, construction management and property management services allows us to develop strong and key relationships with colleges and universities, this area has over time become a smaller portion of our operations due to the continued focus on and growth of our wholly-owned property portfolio.  Nevertheless, we believe these

27



services continue to provide synergies with respect to our ability to identify, close, and successfully operate student housing properties.
 
Critical Accounting Policies
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated and combined financial statements and related notes. In preparing these financial statements, management has utilized all available information, including its past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome anticipated by management in formulating its estimates may not be realized. Application of the critical accounting policies below involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In addition, other companies in similar businesses may utilize different estimation policies and methodologies, which may impact the comparability of our results of operations and financial condition to those companies.
 
Revenue and Cost Recognition of Third-Party Development and Management Services
 
Development revenues are generally recognized based on a proportional performance method based on contract deliverables, while construction revenues are recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs.  For projects where our fee is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net fee generated on those projects.  Incentive fees are generally recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third-party.
 
We also evaluate the collectability of fee income and expense reimbursements generated through the provision of development and construction management services based upon the individual facts and circumstances, including the contractual right to receive such amounts in accordance with the terms of the various projects, and reserve any amounts that are deemed to be uncollectible.
 
Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence.  Because we frequently incur these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, we bear the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or we are unable to successfully obtain the required permits and authorizations.  As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to us in the form of revenues.  Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income.

Third-party management fees are generally received and recognized on a monthly basis and are computed as a percentage of property receipts, revenues or a fixed monthly amount, in accordance with the applicable management contract. Incentive management fees are recognized when the contractual criteria have been met.
 
Student Housing Rental Revenue Recognition and Accounts Receivable
 
Student housing rental revenue is recognized on a straight-line basis over the term of the contract. Ancillary and other property related income is recognized in the period earned.  In estimating the collectability of our accounts receivable, we analyze the aging of resident receivables, historical bad debts, and current economic trends. These estimates have a direct impact on our net income, as an increase in our allowance for doubtful accounts reduces our net income.
 
Allocation of Fair Value to Acquired Properties
 
The price that we pay to acquire a property is impacted by many factors, including the condition of the buildings and improvements, the occupancy of the building, favorable or unfavorable financing, and numerous other factors. Accordingly, we are required to make subjective assessments to allocate the purchase price paid to acquire investments in real estate among the assets acquired and liabilities assumed based on our estimate of the fair values of such assets and liabilities. This includes, among other items, determining the value of the buildings and improvements, land, in-place tenant leases, tax incentive arrangements, and any debt

28



assumed from the seller. Each of these estimates requires a great deal of judgment and some of the estimates involve complex calculations. Our calculation methodology is summarized in Note 2 to our consolidated financial statements contained in Item 8. These allocation assessments have a direct impact on our results of operations because if we were to allocate more value to land there would be no depreciation with respect to such amount or if we were to allocate more value to the buildings as opposed to allocating to the value of in-place tenant leases, this amount would be recognized as an expense over a much longer period of time, since the amounts allocated to buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to in-place tenant leases are amortized over the remaining terms of the leases (generally less than one year).
 
Impairment of Long-Lived Assets
 
On a periodic basis, management assesses whether there are any indicators that the value of our real estate properties may be impaired. A property’s value is considered impaired if management’s estimate of the aggregate future undiscounted cash flows to be generated by the property is less than the carrying value of the property. These estimates of cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property, thereby reducing our net income. Management also performs a periodic assessment to determine which of our properties are likely to be sold prior to the end of their estimated useful lives. For those probable sales, an impairment charge is recorded for any excess of the carrying amount of the property over the estimated fair value less estimated selling costs, thereby reducing our net income.
 
Capital Expenditures
 
We distinguish between capital expenditures necessary for the ongoing operations of our properties and acquisition-related improvements incurred within one to two years of acquisition of the related property.  (Acquisition-related improvements are expenditures that have been identified at the time the property is acquired, and which we intended to incur in order to position the property to be consistent with our physical standards). We capitalize non-recurring expenditures for additions and betterments to buildings and land improvements.  In addition, we generally capitalize expenditures for exterior painting, roofing, and other major maintenance projects that substantially extend the useful life of the existing assets.  The cost of ordinary repairs and maintenance that do not improve the value of an asset or extend its useful life are charged to expense when incurred.  Planned major repair, maintenance and improvement projects are capitalized when performed. In some circumstances, lenders require us to maintain a reserve account for future repairs and capital expenditures. These amounts are classified as restricted cash on the accompanying consolidated balance sheets, as the funds are not available to us for current use.
 
For our properties under development, capitalized interest is generally based on the weighted average interest rate of our total debt.  Upon substantial completion of the properties, cost capitalization ceases.  The total capitalized development costs are then transferred to the applicable asset category and depreciation commences.  These estimates used by management require judgment, and accordingly we believe cost capitalization to be a critical accounting estimate.


29



Results of Operations
 
Comparison of the Years Ended December 31, 2016 and 2015
 
The following table presents our results of operations for the years ended December 31, 2016 and 2015, including the amount and percentage change in these results between the two periods. 
 
 
Year Ended December 31,
 
 
 
 
 
 
2016
 
2015
 
Change ($)
 
Change (%)
Revenues:
 
 
 
 
 
 
 
 
Wholly-owned properties
 
$
735,392

 
$
704,909

 
$
30,483

 
4.3
 %
On-campus participating properties
 
33,433

 
31,586

 
1,847

 
5.8
 %
Third-party development services
 
4,606

 
4,964

 
(358
)
 
(7.2
)%
Third-party management services
 
9,724

 
8,813

 
911

 
10.3
 %
Resident services
 
3,206

 
3,109

 
97

 
3.1
 %
Total revenues
 
786,361

 
753,381

 
32,980

 
4.4
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 

 
 

 
 

 
 

Wholly-owned properties
 
337,296

 
331,836

 
5,460

 
1.6
 %
On-campus participating properties
 
13,447

 
12,437

 
1,010

 
8.1
 %
Third-party development and management services
 
14,533

 
14,346

 
187

 
1.3
 %
General and administrative
 
22,493

 
20,838

 
1,655

 
7.9
 %
Depreciation and amortization
 
211,387

 
208,788

 
2,599

 
1.2
 %
Ground/facility leases
 
9,167

 
8,232

 
935

 
11.4
 %
Provision for real estate impairment
 
4,895

 

 
4,895

 
100.0
 %
Total operating expenses
 
613,218

 
596,477

 
16,741

 
2.8
 %
 
 
 
 
 
 
 
 
 
Operating income
 
173,143

 
156,904

 
16,239

 
10.3
 %
 
 
 
 
 
 
 
 
 
Nonoperating income and (expenses):
 
 

 
 

 
 

 
 

Interest income
 
5,481

 
4,421

 
1,060

 
24.0
 %
Interest expense
 
(78,687
)
 
(87,789
)
 
9,102

 
(10.4
)%
Amortization of deferred financing costs
 
(6,520
)
 
(5,550
)
 
(970
)
 
17.5
 %
Gain from disposition of real estate
 
21,197

 
52,699

 
(31,502
)
 
(59.8
)%
Loss from early extinguishment of debt
 
(12,841
)
 
(1,770
)
 
(11,071
)
 
725.5
 %
Other nonoperating income
 

 
388

 
(388
)
 
(100.0
)%
Total nonoperating expenses
 
(71,370
)
 
(37,601
)
 
(33,769
)
 
89.8
 %
 
 
 
 
 
 
 
 
 
Income before income taxes
 
101,773

 
119,303

 
(17,530
)
 
(14.7
)%
Income tax provision
 
(1,150
)
 
(1,242
)
 
92

 
(7.4
)%
Net Income
 
100,623

 
118,061

 
(17,438
)
 
(14.8
)%
 
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
(1,562
)
 
(2,070
)
 
508

 
(24.5
)%
Net income attributable to ACC, Inc. and
   Subsidiaries common stockholders
 
$
99,061

 
$
115,991

 
$
(16,930
)
 
(14.6
)%
 
Same Store and New Property Operations
 
We define our same store property portfolio as wholly-owned properties that were owned and operating for both of the full years ended December 31, 2016 and December 31, 2015, which are not conducting or planning to conduct substantial development or redevelopment activities, and are not classified as held for sale as of December 31, 2016. Prior to the third quarter of 2016, we included properties classified as held for sale in our same store property portfolio. We revised the definition of our same store property portfolio during the third quarter of 2016 to exclude such properties in order to better reflect the operating results of our ongoing portfolio.
 
Same store revenues are defined as revenues generated from our same store portfolio and consist of rental revenue earned from student leases as well as other income items such as utility income, damages, parking income, summer conference rent, application

30



and administration fees, income from retail tenants, and income earned by one of our taxable REIT subsidiaries (“TRS”) from ancillary activities such as the provision of food services.
 
Same store operating expenses are defined as operating expenses generated from our same store portfolio and include usual and customary expenses incurred to operate a property such as payroll, maintenance, utilities, marketing, general and administrative costs, insurance, property taxes, and bad debt.  Same store operating expenses also include an allocation of payroll and other administrative costs related to corporate management and oversight.
 
A reconciliation of our same store, new property, and sold/held for sale property operations to our consolidated statements of comprehensive income is set forth below: 
 
 
Same Store Properties
 
New Properties (1)
 
Sold/Held for Sale Properties (2)
 
Total - All Properties
 
 
Year Ended
December 31,
 
Year Ended
December 31,
 
Year Ended
December 31,
 
Year Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
 
2016(3)
 
2015(4)
 
2016
 
2015
Number of properties
 
113

 
113

 
21

 
12

 
23

 
43

 
157

 
168

Number of beds
 
66,993

 
66,993

 
11,638

 
7,738

 
14,064

 
26,361

 
92,695

 
101,092

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues (5)
 
$
576,760

 
$
559,390

 
$
88,399

 
$
38,340

 
$
73,439

 
$
110,288

 
$
738,598

 
$
708,018

Operating expenses
 
264,054

 
257,094

 
36,163

 
20,775

 
37,079

 
53,967

 
337,296

 
331,836

 
(1) 
Does not include properties under construction as of December 31, 2016.  Number of properties and number of beds also excludes properties undergoing redevelopment as of December 31, 2015, although the results of operations of those properties are included in new property revenues and operating expenses prior to commencement of redevelopment activities.
(2) 
Does not include the allocation of payroll and other administrative costs related to corporate management and oversight.
(3) 
Includes 21 wholly-owned properties that were sold during the year ended December 31, 2016 along with one property that was classified as held for sale as of December 31, 2016. One of the properties sold consists of two phases which are counted separately in the property portfolio numbers above. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for a more detailed discussion of our recent disposition activity.
(4) 
Includes the 22 wholly-owned properties, noted above, that were sold or held for sale during the year ended December 31, 2016 and 20 wholly-owned properties that were sold during the year ended December 31, 2015.
(5) 
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.

Same Store Properties.  The increase in revenue from our same store properties was primarily due to an increase in average rental rates for the 2015/2016 and 2016/2017 academic years. Average occupancy for the year ended December 31, 2016 remained consistent with the year ended December 31, 2015 at 94.8%. Future revenues will be dependent on our ability to maintain our current leases in effect for the 2016/2017 academic year and our ability to obtain appropriate rental rates and desired occupancy for the 2017/2018 academic year at our various properties.
 
The increase in operating expenses from our same store properties was primarily due to: (i) an increase in general and administrative costs primarily due to an increase in the allocation of payroll and other administrative costs related to corporate management and oversight; (ii) an increase in property taxes due to higher than anticipated property tax assessments in various markets; (iii) an increase in utilities expense as a result of billing adjustments from utility companies and the implementation of a roommate utility billing program at certain properties; and (iv) additional marketing expenses incurred during the fourth quarter 2016 for marketing activities designed to drive leasing velocity for the upcoming 2017/2018 academic year. We anticipate that operating expenses for our same store property portfolio for 2017 will increase as compared to 2016 as a result of general inflation.

31



New Property Operations.  Our new properties for the year ended December 31, 2016 are summarized in the table below:
Property
 
Location
 
Primary University Served
 
 Beds
 
Acquisition/Opening Date
Acquisitions:
 
 
 
 
 
 
 
 
Park Point
 
Syracuse, NY
 
Syracuse University
 
226
 
February 2015
1200 West Marshall
 
Richmond, VA
 
Virginia Commonwealth University
 
406
 
March 2015
8 1/2 Canal Street
 
Richmond, VA
 
Virginia Commonwealth University
 
540
 
March 2015
Vistas San Marcos
 
San Marcos, TX
 
Texas State University
 
600
 
March 2015
Crest at Pearl
 
Austin, TX
 
University of Texas
 
343
 
June 2015
UP at Metroplex
 
Binghamton, NY
 
Binghamton University - SUNY
 
710
 
June 2015
Stadium Centre
 
Tallahassee, FL
 
Florida State University
 
710
 
July 2015
University Crossings
 
Charlotte, NC
 
University of North Carolina
 
546
 
August 2016
U Point
 
Syracuse, NY
 
Syracuse University
 
163
 
October 2016
 
 
 
 
SUBTOTAL - Acquisitions
 
4,244
 
 
Owned Developments:
 
 
 
 
 
 
 
 
160 Ross
 
Auburn, AL
 
Auburn University
 
642
 
August 2015
U Club on Woodward Phase II
 
Tallahassee, FL
 
Florida State University
 
496
 
August 2015
The Summit at University City
 
Philadelphia, PA
 
Drexel University
 
1,315
 
September 2015
2125 Franklin
 
Eugene, OR
 
University of Oregon
 
734
 
September 2015
Currie Hall
 
Los Angeles, CA
 
University of Southern California
 
456
 
August 2016
Fairview House
 
Indianapolis, IN
 
Butler University
 
633
 
August 2016
University Pointe
 
Louisville, KY
 
University of Louisville
 
531
 
August 2016
Merwick Stanworth Phase II
 
Princeton, NJ
 
Princeton University
 
379
 
September 2016
U Club on 28th
 
Boulder, CO
 
University of Colorado
 
398
 
August 2016
U Club Sunnyside
 
Morgantown, WV
 
West Virginia University
 
534
 
August 2016
The Court at Stadium Centre
 
Tallahassee, FL
 
Florida State University
 
260
 
August 2016
 
 
 
 
SUBTOTAL - Owned Developments
 
6,378
 
 
Under Renovation:
 
 
 
 
 
 
 
 
University Crossings
 
Philadelphia, PA
 
Drexel University
 
1,016
 
September 2015
 
 
 
 
Total - New Properties
 
11,638
 
 

On-Campus Participating Properties (“OCPP”) Operations
 
Same Store OCPP Properties. We had five on-campus participating properties containing 5,086 beds which were operating during each of the years ended December 31, 2016 and 2015. Revenues from these properties increased by $1.8 million, from $31.6 million for the year ended December 31, 2015 to $33.4 million for the year ended December 31, 2016. This increase was primarily due to an increase in average rental rates partially offset by a decrease in average occupancy from 78.4% for the year ended December 31, 2015 to 76.6% for the year ended December 31, 2016. Operating expenses at these properties increased by $1.0 million, from $12.4 million for the year ended December 31, 2015 as compared to $13.4 million for the year ended December 31, 2016, primarily due to an increase in utilities as compared to the prior year. Future revenues will be dependent on our ability to maintain our current leases in effect for the 2016/2017 academic year and our ability to obtain appropriate rental rates and desired occupancy for the 2017/2018 academic year. We anticipate that operating expenses for our on-campus participating properties for 2017 will increase slightly as compared to 2016 as a result of general inflation.

Third-Party Development Services Revenue
 
Third-party development services revenue decreased by approximately $0.4 million, from $5.0 million during the year ended December 31, 2015 to $4.6 million for the year ended December 31, 2016.  This decrease was due to: (i) the closing of bond financing and commencement of construction for the Northeastern Illinois University project in May 2015 and commencement of construction of the Oregon State University - Cascades project in November 2015, both of which contributed a total of $2.5 million of revenue during the year ended December 31, 2015, versus $1.5 million in 2016; and (ii) the completion of construction of the development projects at the University of Toledo, Princeton University and Texas A&M University Corpus Christi, which contributed $2.2 million of revenue in 2015. These decreases were partially offset by the closing of bond financing and commencement of construction of two development projects with the Texas A&M University System at their Corpus Christi and San Antonio campuses during the year ended December 31, 2016.  These two projects contributed approximately $2.3 million in

32



additional revenue in 2016.  In addition, we earned a $0.5 million fee for the performance of various predevelopment activities for the University on Kansas during the year ended December 31, 2016. During the year ended December 31, 2016, we had four projects in progress with an average contractual fee of approximately $1.8 million, as compared to the year ended December 31, 2015 in which we had five projects in progress with an average contractual fee of approximately $2.2 million. 

Development services revenues are dependent on our ability to successfully be awarded such projects, the amount of the contractual fee related to the project and the timing and completion of the development and construction of the project. In addition, to the extent projects are completed under budget, we may be entitled to a portion of such savings, which are recognized as revenue when performance has been agreed upon by all parties, or when performance has been verified by an independent third-party. It is possible that projects for which we have deferred pre-development costs will not close and that we will not be reimbursed for such costs. The pre-development costs associated therewith will ordinarily be charged against income for the then-current period. We anticipate third-party development services revenue to increase in 2017 as compared to 2016 as a result of the closing and commencement of additional anticipated third-party development projects. However, the commencement of such projects is highly dependent on final determination of feasibility, negotiation, procurement rules and other applicable law, fluctuations in the construction and financing markets, and the availability of project financing.
 
Third-Party Management Services Revenue

Third-party management services revenue increased by approximately $0.9 million, from $8.8 million during the year ended December 31, 2015 to $9.7 million for the year ended December 31, 2016.  This increase was primarily a result of revenue earned from newly awarded management contracts, and the recognition of incentive fees from an existing third-party management contract during the year ended December 31, 2016. We anticipate an increase in third-party management services revenue in 2017 as compared to 2016 from new contracts anticipated to be obtained in 2017, which will be slightly offset by the discontinuance of certain management contracts during 2016.

General and Administrative
 
General and administrative expenses increased by approximately $1.7 million, from $20.8 million during the year ended December 31, 2015 to $22.5 million for the year ended December 31, 2016.  This increase was primarily due to additional expenses incurred in connection with enhancements to our operating system platforms, additional payroll, health care and benefits expense, public company costs and other general inflationary factors. We anticipate general and administrative expenses will increase in 2017 as compared to 2016 due to contractual executive separation and retirement charges to be incurred with regards to the retirement of the Company's Chief Financial Officer, and for the reasons discussed above.
 
Depreciation and Amortization
 
Depreciation and amortization increased by approximately $2.6 million, from $208.8 million during the year ended December 31, 2015 to $211.4 million for the year ended December 31, 2016.  This increase was primarily due to the following: (i) a $7.0 million increase related to the completion of construction and opening of four owned development properties in August and September 2015; (ii) a $3.9 million increase related to the completion of construction and opening of seven owned development properties in August and September 2016; (iii) a $3.1 million increase due to property acquisition activity in 2015 and 2016; (iv) a $1.3 million increase due to renovation activities occurring at one of our wholly-owned properties during 2015; (v) a $1.2 million increase in depreciation and amortization at our same store properties; and (vi) a $0.3 increase in depreciation of corporate assets. These increases were offset by a decrease in depreciation and amortization expense of approximately $14.1 million related to the sale of 21 properties in 2016 and 20 properties in 2015. We anticipate depreciation and amortization expense to increase in 2017 as compared to 2016 due to the completion of owned development projects in Fall 2016 and Fall 2017, as well as acquisitions in 2016, offset by property dispositions completed during 2016.
 
Ground/Facility Leases
 
Ground/facility leases expense increased by approximately $1.0 million, from $8.2 million during the year ended December 31, 2015 to $9.2 million for the year ended December 31, 2016. This increase was primarily due to ACE development projects that completed construction and opened for operations in Fall 2015 and Fall 2016, as well as an increase in variable lease expense at two other ACE properties as a result of improved rental income. We anticipate ground/facility leases expense to increase in 2017 as compared to 2016, primarily as a result of the timing of new ACE projects being placed into service.

33




Provision for Real Estate Impairment

During the year ended December 31, 2016, we recorded a loss of approximately $4.9 million related to an impairment charge recognized for a wholly-owned property classified as held for sale as of December 31, 2016. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for a detailed discussion of our property dispositions.

Interest Income
 
Interest income increased by approximately $1.1 million, from $4.4 million during the year ended December 31, 2015 to $5.5 million for the year ended December 31, 2016. This increase is primarily due to interest earned on cash proceeds from our February 2016 equity offering. We expect interest income to decrease in 2017 as compared to 2016, primarily as a result of additional interest income earned in 2016 from the investment of excess cash from our February 2016 equity offering, which was used throughout 2016 to fund our wholly-owned development activities.

Interest Expense
 
Interest expense decreased by approximately $9.1 million, from $87.8 million during the year ended December 31, 2015 to $78.7 million for the year ended December 31, 2016. Interest expense decreased as a result of the following: (i) a decrease of $5.0 million related to the pay-off of mortgage loans during 2015 and 2016; (ii) a decrease of approximately $5.3 million due to the paydown of our revolving credit facility and our $250 million term loan facility (“Term Loan II Facility”) using proceeds from our February 2016 equity offering; (iii) a decrease of approximately $5.1 million related to the disposition of properties with outstanding mortgage debt during 2015 and 2016;  (iv) an increase of $2.6 million in capitalized interest due to the timing and volume of construction activities on our owned development projects during the comparable twelve month periods; (v) a decrease of $1.9 million related to interest paid on our revolving credit facility; and (vi) a decrease of $0.7 million related to lower outstanding balances on our mortgage debt due to continued scheduled principal payments.  These decreases were mostly offset by the following (i) an increase of approximately $10.0 million related to our September 2015 $400 million offering of senior unsecured notes; and (ii) approximately $1.4 million of additional interest related to loans assumed in connection with 2015 property acquisitions.
 
We anticipate interest expense will decrease in 2017 as compared to 2016 due to the pay-off of mortgage debt in 2016, the disposition of properties with outstanding mortgage debt during 2016, the expected pay-off of outstanding mortgage loans scheduled to mature in 2017 and the pay-off of $200 million of the $350 million term loan facility (“Term Loan I Facility”) in November of 2016 using proceeds from the sale of 19 properties. These decreases will be offset by an increase in borrowings under the Company's revolving credit facility to fund its development pipeline, and additional interest incurred from any offerings of unsecured notes anticipated during 2017.
  
Amortization of Deferred Financing Costs
 
Amortization of deferred financing costs increased by approximately $0.9 million, from $5.6 million during the year ended December 31, 2015 to $6.5 million for the year ended December 31, 2016. This increase was primarily due to $1.1 million of accelerated amortization related to the pay-off of our Term Loan II Facility in February 2016. We anticipate amortization of deferred finance costs will decrease in 2017 due to the pay-off of mortgage debt in 2016, the February 2016 pay-off of our Term Loan II Facility, the pay-off of $200 million of our Term Loan I Facility in November of 2016, and property dispositions occurring in 2016.
 
Gain from Disposition of Real Estate

During the year ended December 31, 2016, we sold 21 wholly-owned properties containing 13,407 beds, resulting in a net gain from disposition of real estate of approximately $21.2 million. During the year ended December 31, 2015, we sold 20 wholly-owned properties containing 12,297 beds, resulting in a net gain from disposition of real estate of approximately $52.7 million. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for additional details regarding our recent disposition transactions.

Loss from Early Extinguishment of Debt

During the year ended December 31, 2016, we incurred approximately $12.8 million of losses associated with the early pay-off of mortgage loans in connection with the sale of nine wholly-owned properties. During the year ended December 31, 2015, we incurred approximately $1.8 million of losses associated with the early pay-off of mortgage loans in connection with the sale of four wholly-owned properties.

34




Noncontrolling Interests

Noncontrolling interests represent holders of common and preferred units in our Operating Partnership not held by ACC or ACC Holdings as well as certain third-party partners in joint ventures consolidated by us for financial reporting purposes. Accordingly, these external partners are allocated their share of income/loss during the respective reporting periods. Refer to Note 9 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for additional details.

Comparison of the Years Ended December 31, 2015 and 2014
 
The following table presents our results of operations for the years ended December 31, 2015 and 2014, including the amount and percentage change in these results between the two periods. 
 
 
Year Ended December 31,
 
 
 
 
 
 
2015
 
2014
 
Change ($)
 
Change (%)
Revenues:
 
 
 
 
 
 
 
 
Wholly-owned properties
 
$
704,909

 
$
690,582

 
$
14,327

 
2.1
 %
On-campus participating properties
 
31,586

 
28,534

 
3,052

 
10.7
 %
Third-party development services
 
4,964

 
4,018

 
946

 
23.5
 %
Third-party management services
 
8,813

 
7,669

 
1,144

 
14.9
 %
Resident services
 
3,109

 
3,112

 
(3
)
 
(0.1
)%
Total revenues
 
753,381

 
733,915

 
19,466

 
2.7
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 

 
 

 
 

 
 

Wholly-owned properties
 
331,836

 
329,615

 
2,221

 
0.7
 %
On-campus participating properties
 
12,437

 
11,290

 
1,147

 
10.2
 %
Third-party development and management services
 
14,346

 
12,008

 
2,338

 
19.5
 %
General and administrative
 
20,838

 
18,681

 
2,157

 
11.5
 %
Depreciation and amortization
 
208,788

 
197,495

 
11,293

 
5.7
 %
Ground/facility leases
 
8,232

 
7,397

 
835

 
11.3
 %
Provision for real estate impairment
 

 
2,443

 
(2,443
)
 
(100.0
)%
Total operating expenses
 
596,477

 
578,929

 
17,548

 
3.0
 %
 
 
 
 
 
 
 
 
 
Operating income
 
156,904

 
154,986

 
1,918

 
1.2
 %
 
 
 
 
 
 
 
 
 
Nonoperating income and (expenses):
 
 

 
 

 
 

 
 

Interest income
 
4,421

 
4,168

 
253

 
6.1
 %
Interest expense
 
(87,789
)
 
(90,362
)
 
2,573

 
(2.8
)%
Amortization of deferred financing costs
 
(5,550
)
 
(5,918
)
 
368

 
(6.2
)%
Gain (loss) from disposition of real estate
 
52,699

 
(368
)
 
53,067

 
(14,420.4
)%
Loss from early extinguishment of debt
 
(1,770
)
 

 
(1,770
)
 
100.0
 %
Other nonoperating income
 
388

 
186

 
202

 
108.6
 %
Total nonoperating expenses
 
(37,601
)
 
(92,294
)
 
54,693

 
(59.3
)%
 
 
 
 
 
 
 
 
 
Income before income taxes and discontinued operations
 
119,303

 
62,692

 
56,611

 
90.3
 %
Income tax provision
 
(1,242
)
 
(1,308
)
 
66

 
(5.0
)%
Income from continuing operations
 
118,061

 
61,384

 
56,677

 
92.3
 %
 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 

 
 

 
 

 
 

Loss attributable to discontinued operations
 

 
(123
)
 
123

 
(100.0
)%
Gain from disposition of real estate
 

 
2,843

 
(2,843
)
 
(100.0
)%
Total discontinued operations
 

 
2,720

 
(2,720
)
 
(100.0
)%
 
 
 
 
 
 
 
 
 
Net income
 
118,061

 
64,104

 
53,957

 
84.2
 %
Net income attributable to noncontrolling interests
 
(2,070
)
 
(1,265
)
 
(805
)
 
63.6
 %
Net income attributable to ACC, Inc. and
   Subsidiaries common stockholders
 
$
115,991

 
$
62,839

 
$
53,152

 
84.6
 %

35



 
Same Store and New Property Operations

Refer to the results of operations discussion for the years ended December 31, 2016 and 2015 for detailed definitions of same store revenues and operating expenses.
 
A reconciliation of our same store, new property and sold property operations to our consolidated statements of comprehensive income is set forth below: 
 
 
Same Store Properties
 
New Properties (1)
 
Sold/Held for Sale Properties (2)
 
Total - All Properties
 
 
Year Ended
December 31,
 
Year Ended
December 31,
 
Year Ended
December 31,
 
Year Ended
December 31,
 
 
2015
 
2014
 
2015
 
2014
 
2015 (3)
 
2014 (4)
 
2015
 
2014
Number of properties
 
127

 
127

 
19

 
2

 
22

 
23

 
168

 
152

Number of beds
 
75,550

(5) 
75,570

 
11,921

 
1,152

 
13,621

 
14,101

 
101,092

 
90,823

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues (6)
 
$
606,355

 
$
587,067

 
$
73,453

 
$
26,696

 
$
28,210

 
$
79,931

 
$
708,018

 
$
693,694

Operating expenses
 
282,532

 
277,085

 
35,002

 
11,888

 
14,302

 
40,642

 
331,836

 
329,615

 
(1) 
Does not include properties under construction as of December 31, 2015.  Number of properties and number of beds also excludes properties undergoing redevelopment as of December 31, 2015, although the results of operations of those properties are included in new property revenues and operating expenses prior to the commencement of redevelopment activities.
(2) 
Does not include the allocation of payroll and other administrative costs related to corporate management and oversight.
(3) 
Includes two properties classified as held for sale as of December 31, 2015 along with 20 properties sold in 2015.
(4) 
Includes the 22 wholly-owned properties, noted above, that were sold or held for sale during the year ended December 31, 2015 and one property sold in 2014. Excludes one property that was sold in February 2014, which is classified within discontinued operations on the accompanying consolidated statements of comprehensive income for the year ended December 31, 2014.
(5) 
The difference in number of beds for the comparable periods is due to the sale of one building containing 20 beds at one of our wholly-owned properties in October 2014.
(6) 
Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.

Same Store Properties.  The increase in revenue from our same store properties was primarily due to an increase in average rental rates for the 2014/2015 and 2015/2016 academic years and an increase in weighted average occupancy from 94.8% during the year ended December 31, 2014 to 95.2% for the year ended December 31, 2015.

The increase in operating expenses from our same store properties was primarily due to (i) an increase in repairs and maintenance due to costs related to one-time occurrences at various properties; (ii) an increase in payroll expenses primarily due to the additional incentive compensation in 2015 as a result of our improved operational performance as compared to 2014; (iii) an increase in property taxes on 2013 developments placed in service caused primarily by the stabilization of property tax assessments in the second year of operations; and (iv) an increase in general and administrative costs mainly due to additional expenses related to the Company's obligation to fund certain future municipal infrastructure improvements at a property. These increases were partially offset by a decrease in marketing expense as a result of the continued strategic refinement of our marketing activities to yield optimal efficiency and effectiveness and a decrease in insurance premiums.

36



New Property Operations.  Our new properties for the year ended December 31, 2015 are summarized in the table below:
Property
 
Location
 
Primary University Served
 
 Beds
 
Acquisition/Opening Date
Acquisitions:
 
 
 
 
 
 
 
 
The Standard
 
Athens, GA
 
University of Georgia
 
610
 
October 2014
Park Point
 
Syracuse, NY
 
Syracuse University
 
226
 
February 2015
1200 West Marshall
 
Richmond, VA
 
Virginia Commonwealth University
 
406
 
March 2015
8 1/2 Canal Street
 
Richmond, VA
 
Virginia Commonwealth University
 
540
 
March 2015
Vistas San Marcos
 
San Marcos, TX
 
Texas State University
 
600
 
March 2015
Crest at Pearl
 
Austin, TX
 
University of Texas
 
343
 
June 2015
UP at Metroplex
 
Binghamton, NY
 
Binghamton University - SUNY
 
710
 
June 2015
Stadium Centre
 
Tallahassee, FL
 
Florida State University
 
710
 
July 2015
 
 
 
 
SUBTOTAL - Acquisitions
 
4,145
 
 
Owned Developments:
 
 
 
 
 
 
 
 
Merwick Stanworth Phase I
 
Princeton, NJ
 
Princeton University
 
214
 
June 2014
University Walk
 
Knoxville, TN
 
University of Tennessee
 
526
 
August 2014
The Plaza on University
 
Orlando, FL
 
University of Central Florida
 
1,313
 
August 2014
U Club on Frey Phase II
 
Kennesaw, GA
 
Kennesaw State University
 
408
 
August 2014
U Centre at Northgate
 
College Station, TX
 
Texas A&M University
 
784
 
August 2014
The Suites Phase II
 
Flagstaff, AZ
 
Northern Arizona University
 
328
 
August 2014
160 Ross
 
Auburn, AL
 
Auburn University
 
642
 
August 2015
U Club on Woodward Phase II
 
Tallahassee, FL
 
Florida State University
 
496
 
August 2015
The Summit at University City
 
Philadelphia, PA
 
Drexel University
 
1,315
 
September 2015
2125 Franklin
 
Eugene, OR
 
University of Oregon
 
734
 
September 2015
 
 
 
 
SUBTOTAL - Owned Developments
 
6,760
 
 
Under Renovation:
 
 
 
 
 
 
 
 
University Crossings (1)
 
Philadelphia, PA
 
Drexel University
 
1,016
 
September 2015
 
 
 
 
Total - New Properties
 
11,921
 
 
(1) 
Due to significant ongoing renovation activity in 2015 occurring at University Crossings, revenues decreased from $10.2 million for the year ended December 31, 2014 to $7.2 million for the year ended December 31, 2015, while operating expenses increased slightly to $3.2 million for the year ended December 31, 2015 as compared to $3.0 million for the year ended December 31, 2014.


On-Campus Participating Properties (“OCPP”) Operations
 
Same Store OCPP Properties. We had four participating properties containing 4,519 beds which were operating during each of the years ended December 31, 2015 and 2014. Revenues from our same store participating properties increased approximately $0.6 million to $27.5 million during year ended December 31, 2015 from $26.9 million for the year ended December 31, 2014. This change was primarily a result of an increase in average rental rates for the 2015/2016 and 2014/2015 academic years partially offset by a decrease in weighted average occupancy from 77.3% for the year ended December 31, 2014 to 76.8% for the year ended December 31, 2015.

At these properties, operating expenses increased by approximately $0.2 million, from $10.9 million for the year ended December 31, 2014 to $11.1 million for the year ended December 31, 2015. This increase was primarily as a result of an increase in utilities expense.
 
New Property Operations. In August 2014, we completed construction on College Park, a 567-bed on-campus participating property serving students attending West Virginia University. This property contributed additional revenue and operating expenses of approximately $2.5 million and $0.9 million, respectively, during the year ended December 31, 2015.

Third-Party Development Services Revenue
 
Third-party development services revenue increased by approximately $1.0 million, from $4.0 million during the year ended December 31, 2014 to $5.0 million for the year ended December 31, 2015.  This increase was primarily due to the closing of bond financing and commencement of construction for Northeastern Illinois University project in May 2015 and commencement of

37



construction of the Oregon State University Cascades project in November 2015. These two new projects contributed an additional $2.5 million of revenue recognized during the year ended December 31, 2015. In addition, we recognized $0.5 million of revenues related to our participation in cost savings for the Honors Academic Village at the University of Toledo that completed construction and opened for operations in August 2015. These increases were offset by a decrease in revenue related to closing and commencement of construction of a project at Texas A&M Corpus Christi and predevelopment activity performed at Northern Arizona University both during the twelve months ended December 31, 2014. During the year ended December 31, 2015, we had five projects in progress with average contractual fee of approximately $2.2 million, as compared to the year ended December 31, 2014 in which we had four projects in progress with an average contractual fee of approximately $1.9 million.

Third-Party Management Services Revenue

Third-party management services revenue increased by approximately $1.1 million, from $7.7 million during the year ended December 31, 2014 to $8.8 million for the year ended December 31, 2015. This increase was primarily as a result of revenue earned from newly awarded management contracts, and the recognition of incentive fees from new third-party management contracts during the year ended December 31, 2015.

Third-Party Development and Management Services Expenses
 
Third-party development and management services expenses increased by approximately $2.3 million, from $12.0 million during the year ended December 31, 2014 to $14.3 million for the year ended December 31, 2015.  This increase was primarily a result of the timing of new management contracts awarded in 2014 and 2015, an increase in the level of pursuits of potential third-party development projects and general inflation.
 
General and Administrative
 
General and administrative expenses increased by approximately $2.1 million, from $18.7 million during the year ended December 31, 2014 to $20.8 million for the year ended December 31, 2015.  This increase was primarily due to additional expenses incurred in connection with enhancements to our operating system platforms, additional payroll, health care and benefits expense, public company costs and other general inflationary factors.
 
Depreciation and Amortization
 
Depreciation and amortization increased by approximately $11.3 million, from $197.5 million during the year ended December 31, 2014 to $208.8 million for the year ended December 31, 2015.  This increase was primarily due to (i) an $11.8 million increase due to the completion of construction and opening of four owned development properties in August and September 2015, five owned development properties in June and August 2014, one mezzanine development property in August 2014 and one on-campus participating property in August 2014; (ii) an $11.3 million increase due to property acquisition activity in 2014 and 2015; (iii) a $0.9 million increase at same-store properties driven by the acceleration of depreciation of drainage pipes to be replaced at a property; and, (iv) a $0.3 million increase in depreciation and amortization at same-store on-campus participating properties. These increases were offset by a decrease in depreciation and amortization expense of approximately $13.0 million related to the sale of one property in September 2014 and 20 properties during the year ended December 31, 2015.
 
Ground/Facility Leases
 
Ground/facility leases expense increased by approximately $0.8 million, from $7.4 million during the year ended December 31, 2014 to $8.2 million for the year ended December 31, 2015.  This increase was primarily due to the timing of ACE development projects placed into service during 2014 and 2015, which contributed approximately $1.1 million of additional ground/facility leases expense during the year ended December 31, 2015. The recently completed on-campus participating property placed into service in August 2014, along with improved operating results at one other on-campus participating property during the comparable periods, contributed an additional $0.3 million increase to ground/facility leases expense during the year ended December 31, 2015. These increases were offset by a $0.6 million decrease in ground/facility leases expense at three on-campus participating properties.

Provision for Real Estate Impairment

During the year ended December 31, 2014, we recorded a loss of approximately $2.4 million related to an impairment charge recognized prior to the sale of a wholly-owned property in September 2014. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for a detailed discussion of our property dispositions.

38



Interest Income
 
Interest income increased by approximately $0.2 million, from $4.2 million during the year ended December 31, 2014 to $4.4 million during the year ended December 31, 2015. This increase was due to interest income on $57.2 million in loans receivable acquired in April 2013.

Interest Expense
 
Interest expense decreased by approximately $2.6 million, from $90.4 million during the year ended December 31, 2014 to $87.8 million for the year ended December 31, 2015.  This decrease was a result of the following: (i) an increase of approximately $11.5 million during the year ended December 31, 2015 related to the timing of our two recent offerings of senior unsecured notes which closed in June 2014 and September 2015; (ii) an increase of approximately $1.7 million during the year ended December 31, 2015 related to loans assumed in connection with 2015 property acquisitions; and (iii) an increase of $1.1 million related to the completion of one on-campus participating property in August 2014, which was partially financed with a construction loan. These increases were partially offset by the following: (i) a decrease of approximately $12.8 million during the year ended December 31, 2015 related to the pay-off of mortgage loans during the past two years and the pay-off of our secured agency facility on September 1, 2014; (ii) a decrease of approximately $1.5 million as a result of an increase in capitalized interest due to the timing and volume of construction activities on our owned development projects while our weighted-average cost of capital remained relatively constant; (iii) a $2.3 million decrease as a result of a decrease in borrowings under the Company's revolving credit facility during the year ended December 31, 2015 as compared to the year ended December 31, 2014; and (iv) a $0.3 million decrease due to the refinancing of the Cullen Oaks Phase I and Phase II mortgage loans in February 2014.

Amortization of Deferred Financing Costs
 
Amortization of deferred financing costs decreased by approximately $0.3 million, from $5.9 million during the year ended December 31, 2014 to $5.6 million for the year ended December 31, 2015.  The decrease was primarily due to a $0.5 million decrease related to the pay-off of mortgage loans during the past two years and a $0.4 million decrease due to the pay-off of our secured agency facility on September 1, 2014. These decreases were partially offset by a $0.5 million increase in deferred financing costs related to the timing of our two recent offerings of senior unsecured notes which closed in June 2014 and September 2015, respectively.
 
Gain (Loss) from Disposition of Real Estate

During the year ended December 31, 2015, we sold 20 wholly-owned properties containing 12,297 beds, resulting in a net gain from disposition of real estate of approximately $52.7 million. During the year ended December 31, 2014, we sold one building containing 20 beds, one property containing 480 beds, and two land parcels for a net loss on disposition of real estate of approximately $0.4 million. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for additional details regarding our recent disposition transactions.

Loss from Early Extinguishment of Debt

During the year ended December 31, 2015, we incurred approximately $1.8 million of losses associated with the early pay-off of four mortgage loans in connection with the sale of four wholly-owned properties.
 
Other Nonoperating Income
 
During the years ended December 31, 2015 and 2014, we recognized gains on insurance settlement of approximately $0.4 and $0.2 million related to a fire that occurred at one of our wholly-owned properties in July 2014. The gain represents insurance proceeds received in excess of the net book value of the property written off as a result of damage caused by the fire.

Discontinued Operations
 
Discontinued operations on the accompanying consolidated statements of comprehensive income for the year ended December 31, 2014 includes Hawks Landing, a wholly-owned property that was sold in February 2014 for a net gain of $2.8 million. The disposition of Hawks Landing was not subject to the new accounting guidance for discontinued operations because it was classified as held for sale as of December 31, 2013. Refer to Note 6 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for additional details.


39



Liquidity and Capital Resources
 
Cash Balances and Cash Flows
 
As of December 31, 2016, excluding our on-campus participating properties, we had $32.3 million in cash and cash equivalents and restricted cash as compared to $38.2 million in cash and cash equivalents and restricted cash as of December 31, 2015.  Restricted cash primarily consists of escrow accounts held by lenders and resident security deposits, as required by law in certain states, and funds held in escrow in connection with potential acquisition and development opportunities.  The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our consolidated statements of cash flows included in Item 8 herein.
 
Operating Activities: For the year ended December 31, 2016, net cash provided by operating activities was approximately $308.1 million, as compared to approximately $263.8 million for the year ended December 31, 2015, an increase of approximately $44.3 million.  This increase in cash flows was due to the timing of collections of our student accounts receivable, as well as operating cash flows provided by property acquisitions in 2015, the completion of construction and opening of seven owned development projects in the third quarter of 2016, and the completion of four owned development projects in 2015, which more than offset the decrease in operating cash flows related to the sale of 41 properties during 2015 and 2016.
 
Investing Activities:  Investing activities utilized approximately $31.6 million and $239.5 million for the years ended December 31, 2016 and 2015, respectively.  The $207.9 million decrease in cash utilized in investing activities was primarily a result of the following: (i) a $188.5 million decrease in cash paid for property acquisitions due to the acquisition of eight wholly-owned properties during the year ended December 31, 2015, as compared to the acquisition of two in-process development properties and two wholly-owned operating properties during the year ended December 31, 2016; (ii) a $144.1 million increase in proceeds from the disposition of wholly-owned properties and land parcels, as we sold 20 properties during the year ended December 31, 2015, as compared to 21 properties during the year ended December 31, 2016; (iii) a $49.1 million decrease in cash paid to acquire undeveloped land parcels; (iv) a $35.2 million decrease in cash used to fund capital expenditures at our wholly-owned properties; and (v) a $12.0 million decrease in cash used during the year ended December 31, 2016 related to escrow deposits made on future acquisition opportunities. The decreases in cash used in investing activities described above were partially offset by: (i) a $204.5 million increase in cash used to fund the construction of our wholly-owned development properties, related to the timing of construction commencement and completion of our owned development pipeline; (ii) a $6.7 million increase in cash used for investment in direct financing leases related to the construction of a child care facility and a multi-purpose space at two ACE projects that are being subleased by the universities; (iii) a $6.2 million increase in cash used to increase ownership in a consolidated subsidiary during the year ended December 31, 2016; (iv) $2.3 million in net proceeds from loans receivable in 2015; and (v) a $1.0 million decrease in cash used to fund capital reserves.

Financing Activities: Financing activities utilized approximately $271.1 million and $32.7 million during the years ended December 31, 2016 and 2015, respectively.  The $238.4 million increase in cash used in financing activities was primarily a result of the following: (i) $399.2 million provided by the issuance of unsecured notes in September 2015; (ii) $250.0 million related to the pay-off of our Term Loan II Facility in February 2016; (iii) $200.0 million related to the pay-off of a portion of the Term Loan I Facility in November 2016; (iv) a $133.7 million increase in cash used to pay-off mortgage debt, including defeasance costs, during the comparable twelve month periods; and (v) a $40.2 million increase in distributions to common and restricted stockholders. These increases in cash used in financing activities described above were partially offset by the following: (i) a $569.7 million increase in net proceeds from the sale of common stock, related to our equity offering in February 2016 and the issuance of common stock under our ATM Equity Program; (ii) a $204.0 million decrease in 2016 in net cash used related to our revolving credit facility, as we had net proceeds from our revolving credit facility during the twelve months ended December 31, 2016 as compared to net paydowns on out revolving credit facility in 2015; (iii) a $4.2 million increase in borrowings under construction loans; (iv) a $3.9 million decrease related to the redemption of common units in 2015; and (v) a $3.5 million decrease in payments of debt issuance costs.
 
Liquidity Needs, Sources and Uses of Capital
 
As of December 31, 2016, our short-term liquidity needs included, but were not limited to, the following: (i) anticipated distribution payments to our common and restricted stockholders totaling approximately $223.5 million based on an assumed annual cash distribution of $1.68 per share and based on the number of our shares outstanding as of December 31, 2016; (ii) anticipated distribution payments to our Operating Partnership unitholders totaling approximately $1.9 million based on an assumed annual distribution of $1.68 per common unit and a cumulative preferential per annum cash distribution rate of 5.99% on our Preferred OP Units based on the number of units outstanding as of December 31, 2016; (iii) the pay-off of approximately $27.3 million of outstanding fixed rate mortgage debt scheduled to mature during the next 12 months as well as approximately $13.1 million of scheduled debt principal payments; (iv) estimated development costs over the next 12 months totaling approximately $385.6

40



million for our wholly-owned properties currently under construction; (v) funds for other development projects scheduled to commence construction during the next 12 months; and (vi) potential future property or land acquisitions, including mezzanine financed developments.
 
We expect to meet our short-term liquidity requirements by (i) borrowing under our existing unsecured credit facility; (ii) accessing the unsecured bond market; (iii) exercising debt extension options to the extent they are available; (iv) issuing securities, including common stock, under our ATM Equity Program discussed more fully in Note 11 in the accompanying Notes to Consolidated Financial Statements contained in Item 8, or otherwise; (v) potentially disposing of properties depending on market conditions; and (vi) utilizing current cash on hand and net cash provided by operations. Our ability to obtain additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the real estate industry, our credit ratings and credit capacity, as well as the perception of lenders regarding our long or short-term financial prospects.

As discussed in Note 19 in the accompanying Notes to Consolidated Financial Statements contained in Item 8, in January 2017, the company amended and expanded its senior unsecured revolving credit facility, increasing the facility size to $700 million and extending the maturity date to March 15, 2022. The amended facility has an accordion feature that allows the company to expand the facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Borrowing rates under the credit facility float at a margin over LIBOR plus an annual facility fee with spreads reflecting current market terms which are more favorable than those contained in the prior facility. Both the margin and the facility fee are priced on a grid that is tied to the company’s credit rating. Based on the company’s current Baa2/BBB rating, the annual facility fee is 20 basis points and the LIBOR margin is 100 basis points, a reduction of 10 basis points.
 
We may seek additional funds to undertake initiatives not contemplated by our business plan or obtain additional cushion against possible shortfalls. We also may pursue additional financing as opportunities arise. Future financings may include a range of different sizes or types of financing, including the incurrence of additional secured debt and the sale of additional debt or equity securities. These funds may not be available on favorable terms or at all. Our ability to obtain additional financing depends on several factors, including future market conditions, our success or lack of success in penetrating our markets, our future creditworthiness, and restrictions contained in agreements with our investors or lenders, including the restrictions contained in the agreements governing our unsecured credit facility and unsecured notes. These financings could increase our level of indebtedness or result in dilution to our equity holders.


41



Indebtedness

A summary of our consolidated indebtedness as of December 31, 2016 is as follows. Refer to Note 10 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for a detailed discussion of our indebtedness.
 
 
Amount (1)
 
% of Total
 
Weighted Average Rates (2)
 
Weighted Average Maturities
Secured
 
$
665,174

 
31.5
%
 
4.87
%
 
5.9 Years
Unsecured
 
1,449,300

 
68.5
%
 
3.48
%
 
5.3 Years
Total consolidated debt
 
$
2,114,474

 
100.0
%
 
3.91
%
 
5.5 Years
 
 
 
 
 
 
 
 
 
Fixed rate debt
 
 
 
 
 
 
 
 
Secured
 
 
 
 
 
 
 
 
Project-based taxable bonds
 
$
33,870

 
1.6
%
 
7.58
%
 
7.8 Years
Mortgage
 
631,304

 
29.9
%
 
4.72
%
 
5.8 Years
Unsecured
 
 
 
 
 
 
 
 
April 2013 Notes 
 
400,000

 
18.9
%
 
3.75
%
 
6.3 Years
June 2014 Notes
 
400,000

 
18.9
%
 
4.13
%
 
7.5 Years
September 2015 Notes 
 
400,000

 
18.9
%
 
3.35
%
 
3.8 Years
Term loan
 
150,000

 
7.1
%
 
1.97
%
 
4.1 Years
Total - fixed rate debt
 
2,015,174

 
95.3
%
 
4.01
%
 
5.8 Years
 
 
 
 
 
 
 
 
 
Variable rate debt:
 
 
 
 
 
 
 
 
Unsecured revolving credit facility
 
99,300

 
4.7
%
 
2.02
%
 
1.2 Years
Total consolidated debt
 
$
2,114,474

 
100.0
%
 
3.91
%
 
5.5 Years
 
 
 
 
 
 
 
 
 
(1) 
Excludes deferred financing costs, original issue discounts (“OID”s), and debt premiums and discounts.
(2) 
Represents stated interest rate and does not include the effect of the amortization of deferred financing costs, debt premiums and discounts, OIDs, and interest rate swap terminations.

Distributions
 
We are required to distribute 90% of our REIT taxable income (excluding capital gains) on an annual basis in order to qualify as a REIT for federal income tax purposes.  Distributions to common stockholders are at the discretion of the Board of Directors. We may use borrowings under our unsecured revolving credit facility to fund distributions.  The Board of Directors considers a number of factors when determining distribution levels, including market factors and our Company’s performance in addition to REIT requirements.
 
On January 25, 2017, we declared a distribution of $0.42 per share, which was paid on February 17, 2017 to all common stockholders of record as of February 6, 2017.  At the same time, the Operating Partnership paid an equivalent amount per unit to holders of Common Units, as well as the quarterly cumulative preferential distribution to holders of Series A Preferred Units.

Capital Expenditures
 
We distinguish between the following five categories of capital expenditures:

Recurring capital expenditures represent additions that are recurring in nature to maintain a property’s income, value, and competitive position within the market.  Recurring capital expenditures typically include, but are not limited to, appliances, furnishings, carpeting and flooring, HVAC equipment and kitchen/bath cabinets.  Maintenance and repair costs incurred during our annual turn process due to normal wear and tear by residents are expensed as incurred. 

Acquisition-related capital expenditures represent additions identified upon acquiring a property and are considered part of the initial investment. These expenditures are intended to position the property to be consistent with our physical standards and are usually incurred within the first two and occasionally the third year after acquisition.

Renovations and strategic repositioning capital expenditures are incurred to enhance the economic value and return of the property.

42




Non-recurring and other capital expenditures represent the addition of features or amenities that did not exist at the property but were deemed necessary to remain competitive within a specific market. This category also includes items considered extraordinary in nature.

Disposition-related capital expenditures represent capital improvements at properties disposed of during all years presented. 

Additionally, we are required by certain of our lenders to contribute amounts to reserves for capital repairs and improvements at our mortgaged properties, which may exceed the amount of capital expenditures actually incurred by us during those periods.
 
Capital expenditures at our wholly-owned properties are set forth below:
 
 
As of and for the Year Ended December 31,
 
 
 
2016
 
2015
 
2014
 
Recurring capital expenditures
 
$
16,438

 
$
14,528

 
$
12,121

 
Acquisition-related
 
8,763

 
19,158

 
26,380

 
Renovations and strategic repositioning
 
16,886

 
45,625

(1) 
14,600

(1) 
Non-recurring and other
 
14,353

 
4,309

 
6,967

 
Disposition-related (2)
 
5,147

 
13,212

 
17,004

 
Total
 
$
61,587

 
$
96,832

 
$
77,072

 
 
 
 
 
 
 
 
 
Average beds (3)
 
76,835

 
72,171

 
65,951

 
Average recurring capital expenditures per bed
 
$
214

 
$
201

 
$
184

 
(1) 
Includes renovation costs incurred at University Crossings and The Castilian.       
(2) Includes capital expenditures for 21 wholly-owned properties sold in 2016, 20 wholly-owned properties sold in 2015, and two wholly-owned properties sold in 2014. Historical capital expenditures for these properties have been reclassified for all periods presented.
(3) Does not include beds related to the disposed properties discussed above.

Pre-Development Expenditures

 Our third-party and owned development activities have historically required us to fund pre-development expenditures such as architectural fees, permits and deposits.  The closing and/or commencement of construction of these development projects is subject to a number of risks such as our inability to obtain financing on favorable terms and delays or refusals in obtaining necessary zoning, land use, building, and other required governmental permits and authorizations  As such, we cannot always predict accurately the liquidity needs of these activities.  We frequently incur these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained.  Accordingly, we bear the risk of the loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or we are unable to successfully obtain the required permits and authorizations.  Historically, our third-party and owned development projects have been successfully structured and financed; however, these developments have at times been delayed beyond the period initially scheduled, causing revenue to be recognized in later periods.  As of December 31, 2016, we had deferred approximately $9.2 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction.
 

43



Contractual Obligations
 
The following table summarizes our contractual obligations for the next five years and thereafter as of December 31, 2016:
 
 
Total
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
Long-term debt (1)
 
$
2,114,474

 
$
40,356

 
$
272,953

 
$
13,036

 
$
455,046

 
$
382,147

 
$
950,936

Interest on long-term debt (2)
 
434,971

 
80,911

 
73,899

 
70,518

 
65,112

 
44,755

 
99,776

Development projects (3)
 
458,224

 
385,640

 
72,584

 

 

 

 

Ground/facility lease obligations (4)
 
360,003

 
6,299

 
6,984

 
7,511

 
7,640

 
7,655

 
323,914

Operating lease obligations (5)
 
6,208

 
1,372

 
1,328

 
1,301

 
1,285

 
922

 

Pre-sale contract (6)
 
42,600

 

 
42,600

 

 

 

 

 
 
$
3,416,480

 
$
514,578

 
$
470,348

 
$
92,366

 
$
529,083

 
$
435,479

 
$
1,374,626

 
(1) 
Amounts include aggregate principal payments only and assumes we do not exercise extension options available to us on our unsecured credit facility, which is more fully discussed in Note 10 in the accompanying Notes to Consolidated Financial Statements contained in Item 8.
(2) 
Amounts include interest expected to be incurred on our secured and unsecured debt based on obligations outstanding at December 31, 2016. For variable rate debt, the current rate in effect for the most recent payment through December 31, 2016 is assumed to be in effect through the respective maturity date of each instrument.
(3) 
Consists of the completion costs related to thirteen owned development projects under construction as of December 31, 2016 which will be funded entirely by us and are scheduled to be completed between August 2017 and August 2018.  We have entered into contracts with general contractors for certain phases of the construction of these projects.  However, these contracts do not generally cover all of the costs that are necessary to place these properties into service, including the cost of furniture and marketing and leasing costs.  The unfunded commitments presented include all such costs, not only those costs that we are obligated to fund under the construction contracts.
(4) 
Includes minimum annual lease payments under ground/facility lease agreements entered into with university systems and other third parties. Refer to Note 15 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for a more detailed discussion of our ground/facility leases.
(5) 
Includes operating leases related to corporate office space and equipment.  Refer to Note 15 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for a more detailed discussion of our operating leases.
(6) 
In December 2016, the Company entered into a pre-sale agreement to purchase The Edge at Stadium Centre, a property which is anticipated to be completed in August 2018 for $42.6 million. Estimated project cost includes purchase price of $40.5 million and $2.1 million of elected upgrades and transaction costs, (see Note 5 and Note 16 in the accompanying Notes to Consolidated Financial Statements contained in Item 8).


Funds From Operations (“FFO”)
 
The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines 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, many of which present FFO when reporting their results.  FFO excludes 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.  We therefore believe that FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, among other items, 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.
 
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 the elimination of property acquisition costs, contractual executive separation and retirement charges and other non-cash items, as we determine in good faith.  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.  Therefore, unlike the ownership of our wholly-owned properties, the unique features of

44



our ownership interest in our on-campus participating properties cause the value of these properties to diminish over time.   For example, since the ground/facility 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, we believe it is meaningful to modify FFO to exclude the operations of our on-campus participating properties and to consider their impact on our 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 performance of the properties.  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 contractual calculation of net cash flow from our on-campus participating properties, which is unique to us and is different from that of our owned off-campus properties.  Companies that are considered to be in our industry may not have similar ownership structures; and therefore those companies may not calculate 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 FFOM only supplementally.  Further, FFO and FFOM do 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 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.


45



The following table presents a reconciliation of our net income attributable to common shareholders to FFO and FFOM: 
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
 
$
99,061

 
$
115,991

 
$
62,839

Noncontrolling interests
 
1,562

 
2,070

 
1,265

Gain from disposition of real estate
 
(21,197
)
 
(52,699
)
 
(2,475
)
Elimination of provision for real estate impairment (1)
 
4,895

 

 
2,443

Real estate related depreciation and amortization
 
208,276

 
206,019

 
195,158

Funds from operations (“FFO”) attributable to common stockholders and OP unitholders
 
292,597

 
271,381

 
259,230

 
 
 
 
 
 
 
Elimination of operations of on-campus participating properties:
 
 

 
 

 
 

Net income from on-campus participating properties
 
(5,194
)
 
(4,236
)
 
(3,933
)
Amortization of investment in on-campus participating properties
 
(7,343
)
 
(7,034
)
 
(5,688
)
 
 
280,060

 
260,111

 
249,609

Modifications to reflect operational performance of on-campus participating properties:
 
 

 
 

 
 

Our share of net cash flow (2)
 
2,964

 
3,118

 
2,721

Management fees
 
1,503

 
1,424

 
1,289

On-campus participating properties development fees (3)
 

 

 
1,070

Impact of on-campus participating properties
 
4,467

 
4,542

 
5,080

 
 
 
 
 
 
 
Property acquisition costs
 
326

 
2,836

 
705

Impact of University Walk (pre-sale agreement)(4)
 

 

 
(323
)
Elimination of loss from early extinguishment of debt (5)
 
12,841

 
1,770

 

Funds from operations – modified (“FFOM”) attributable to common stockholders and OP unitholders
 
$
297,694

 
$
269,259

 
$
255,071

 
 
 
 
 
 
 
FFO per share – diluted
 
$
2.23

 
$
2.38

 
$
2.42

 
 
 
 
 
 
 
FFOM per share – diluted
 
$
2.27

 
$
2.36

 
$
2.38

 
 
 
 
 
 
 
Weighted average common shares outstanding - diluted
 
131,340,992

 
114,141,997

 
107,036,208

 
(1) 
Represents impairment charges recorded for The Province - Dayton (a property that was classified as held for sale as of December 31, 2016), The Enclave (a property that was sold in September 2014), and a land parcel donated to a municipality in October 2014.
(2) 
50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures. Represents actual cash received for the year-to-date periods, which is included in ground/facility leases expense in the consolidated statements of comprehensive income.
(3) 
Represents development and construction management fees related to the West Virginia University on-campus participating property, which completed construction in August 2014.
(4) 
University Walk is a property that was subject to a pre-sale agreement and was purchased in January 2015. The property was consolidated for financial reporting purposes prior to its acquisition. However, as we did not benefit from the net cash flow from operations prior to our purchase, we have excluded the operations of this property from FFOM in 2014.
(5) 
Represents losses associated with the early pay-off of mortgage loans for four properties sold during the year ended December 31, 2015 and nine properties sold during the year ended December 31, 2016. Such costs are excluded from gains from disposition of real estate reported in accordance with GAAP. However, we view the losses from early extinguishment of debt associated with the sales of real estate as an incremental cost of the sale transactions because we extinguished the debt in connection with the consummation of the sale transactions and we had no intent to extinguish the debt absent such transactions. We believe that adjusting FFOM to exclude these losses more appropriately reflects the results of our operations exclusive of the impact of our disposition transactions.


46



Inflation
 
Our student leases do not typically provide for rent escalations. However, they typically do not have terms that extend beyond 12 months. Accordingly, although on a short term basis we would be required to bear the impact of rising costs resulting from inflation, we have the opportunity to raise rental rates at least annually to offset such rising costs. However, a weak economic environment or declining student enrollment at our principal universities may limit our ability to raise rental rates. 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
We are exposed to certain market risks inherent in our operations.  These risks generally arise from transactions entered into in the normal course of business.  We believe our primary market risk exposure relates to interest rate risk.  We do not enter into derivatives or other financial instruments for trading or speculative purposes.

The table below provides information about our assets and our liabilities sensitive to changes in interest rates as of December 31, 2016 and 2015:
 
 
December 31, 2016
 
December 31, 2015
 
 
Amount
 (in 000s)
 
Weighted
Average
Maturity
(in years)
 
Weighted
Average
Interest
Rate
 
% of
Total
 
Amount
(in 000s)
 
Weighted
Average
Maturity
(in years)
 
Weighted
Average
Interest
Rate
 
% of
Total
Fixed rate debt
 
$
1,766,590

 
6.1 Years
 
4.22%
 
83.5%
 
$
2,151,141

 
6.3 Years
 
4.49%
 
73.7%
Variable rate debt (1)
 
99,300

 
1.2 Years
 
2.02%
 
4.7%
 
318,900

 
3.0 Years
 
1.78%
 
10.9%
Hedged debt (2)
 
248,584

 
3.4 Years
 
2.51%
 
11.8%
 
449,587

 
1.6 Years
 
2.60%
 
15.4%
Total consolidated debt
 
$
2,114,474

 
5.5 Years
 
3.91%
 
100.0%
 
$
2,919,628

 
5.2 Years
 
3.89%
 
100.0%
 
(1) 
In January 2017, the Company increased the size of its existing unsecured revolving credit facility to $700 million and extended the maturity date from March 2018 to March 2022. See Note 19 in the accompanying Notes to Consolidated Financial Statements contained in Item 8 for further discussion.
(2) 
Includes a $150 million and $350 million outstanding balance on one of our unsecured term loans as of December 31, 2016 and 2015, respectively, and mortgage loans with an outstanding balance totaling $98.6 million and $99.6 million as of December 31, 2016 and 2015, respectively, which are effectively fixed by the use of interest rate swaps. In January 2017, the interest rate swap on the $150 million unsecured term loan expired and the term loan became classified as variable rate debt.

For fixed rate debt, interest rate changes affect the fair market value but do not impact net income attributable to common shareholders or cash flows.  Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income attributable to common shareholders and cash flows, assuming other factors are held constant.  Holding other variables constant (such as debt levels), a one percentage point variance in interest rates (100 basis points) would change the unrealized fair market value of the fixed rate debt by approximately $214.8 million.  Holding all other variables constant, the net income attributable to common shareholders and cash flow impact on the next year resulting from a one percentage point variance in interest rates on $249.3 million of floating rate debt, which includes the $150 million term loan that became variable upon expiration of the interest rate swap in January 2017, would be approximately $2.5 million.
 
Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements.  We believe we minimize our credit risk on these transactions by dealing with major, credit worthy financial institutions.  As part of our on-going control procedures, we monitor the credit ratings of counterparties and our exposure to any single entity, thus minimizing credit risk concentration.  We believe the likelihood of realized losses from counterparty non-performance is remote.

47




The following table summarizes the notional amount, carrying value, and estimated fair value of the Company's derivative instruments used to hedge interest rates as of December 31, 2016:
 
 
 
 
 
 
 
 
Estimated Carrying Value
 
Hedged Debt Instrument
 
Notional Amount
 
Maturity Date
 
Carrying and Estimated Fair Value
 
+ 100 Basis Points
 
- 100 Basis Points
 
Cullen Oaks mortgage loan
 
$
14,219

 
February 15, 2021
 
$
(329
)
 
$
183

 
$
(853
)
 
Cullen Oaks mortgage loan
 
14,365

 
February 15, 2021
 
(333
)
 
185

 
(862
)
 
Term Loan I Facility (1)
 
125,000

 
January 2, 2017
 
(2
)
 
(2
)
 
(2
)
 
Term Loan I Facility (1)
 
25,000

 
January 2, 2017
 

 

 

 
Park Point mortgage loan
 
70,000

 
October 5, 2018
 
(435
)
 
718

 
(1,567
)
 
Total cash flow hedges
 
$
248,584

 
 
 
$
(1,099
)
 
$
1,084

 
$
(3,284
)
 
(1) 
 In January 2017 the interest rate swap expired and the Company’s term loan became classified as variable rate debt.
 
Item 8.  Financial Statements and Supplementary Data
 
The information required herein is included as set forth in Item 15 (a) – Financial Statements.
 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A.  Controls and Procedures
 
American Campus Communities, Inc.
 
(a)
Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,  summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
As required by SEC Rule 13a-15(b), we have carried out an evaluation, under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the period covered by this report were effective.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b)
Management’s Annual Report on Internal Control over Financial Reporting

The management of American Campus Communities, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. We have designed our internal control over financial reporting to provide reasonable assurance that our published financial statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles.


48



Our management is required by paragraph (c) of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, to assess the effectiveness of our internal control over financial reporting as of the end of each fiscal year. In making this assessment, our management used the Internal Control — Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).    
     
Our management conducted the required assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016.  Based upon this assessment, our management believes that our internal control over financial reporting is effective as of December 31, 2016.  Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report regarding the effectiveness of our internal control over financial reporting, which is included herein.

American Campus Communities Operating Partnership, L.P.

(a)
Evaluation of Disclosure Controls and Procedures

The Operating Partnership has adopted and maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of ACC, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
As required by SEC Rule 13a-15(b), the Operating Partnership has carried out an evaluation, under the supervision of and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of ACC, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of the end of the period covered by this report.  Based on the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the period covered by this report were effective.
 
There has been no change in the Operating Partnership’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

(b)
Management’s Annual Report on Internal Control over Financial Reporting

The management of American Campus Communities Operating Partnership, L.P. is responsible for establishing and maintaining adequate internal control over financial reporting.  We have designed our internal control over financial reporting to provide reasonable assurance that our published financial statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles.

Our management is required by paragraph (c) of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, to assess the effectiveness of our internal control over financial reporting as of the end of each fiscal year. In making this assessment, our management used the Internal Control — Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  

The Operating Partnership conducted the required assessment of the effectiveness of its internal control over financial reporting as of December 31, 2016.  Based upon this assessment, our management believes that our internal control over financial reporting is effective as of December 31, 2016.  Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report regarding the effectiveness of the Operating Partnership’s internal control over financial reporting, which is included herein.

PART III
 

Item 10.  Directors, Executive Officers and Corporate Governance
 
Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 31, 2017 in connection with the Annual Meeting of Stockholders to be held May 4, 2017.


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Item 11.  Executive Compensation
 
Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 31, 2017 in connection with the Annual Meeting of Stockholders to be held May 4, 2017

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Information pertaining to security ownership of management and certain beneficial owners of the Company’s common stock with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 31, 2017 in connection with the Annual Meeting of Stockholders to be held May 4, 2017, to the extent not set forth below.
 
The Company maintains the American Campus Communities, Inc. 2010 Incentive Award Plan (the “2010 Plan”), as discussed in more detail in Note 12 in the accompanying Notes to Consolidated Financial Statements in Item 8.  

As of December 31, 2016, the total units and shares issued under the 2010 Plan were as follows:
 
 
 
# of Securities to be
Issued Upon Exercise
of Outstanding
Options, Warrants,
and Rights
 
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and
Rights
 
# of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans
Equity Compensation Plans Approved by Security Holders
 
872,879

(1) 
 
n/a
 
715,272

Equity Compensation Plans Not Approved by Security Holders
 
n/a

 
 
n/a
 
n/a

 
(1) 
Consists of restricted stock awards granted to executive officers and certain employees and common units of limited partnership interest in the Operating Partnership.

Item 13.  Certain Relationships, Related Transactions and Director Independence
 
Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 31, 2017 in connection with the Annual Meeting of Stockholders to be held May 4, 2017

Item 14.  Principal Accountant Fees and Services
 
Information with respect to this Item 14 is incorporated by reference from our Proxy Statement, which we intend to file on or before March 31, 2017 in connection with the Annual Meeting of Stockholders to be held May 4, 2017.

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PART IV
 
Item 15.  Exhibits and Financial Statement Schedules
 
(a)  Financial Statements
 
The following consolidated financial information is included as a separate section of this Annual Report on Form 10-K:
 
Page No.
Report of Independent Registered Public Accounting Firm (American Campus Communities, Inc.)
Report of Independent Registered Public Accounting Firm (American Campus Communities Operating Partnership, L.P.)
F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (American Campus Communities, Inc.)
F-3
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting  
  (American Campus Communities Operating Partnership, L.P.)
F-4
Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries
 
Consolidated Balance Sheets as of  December 31, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Consolidated Financial Statements of American Campus Communities Operating Partnership, L.P. and
  Subsidiaries
 
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Capital for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries and
  American Campus Communities Operating Partnership, L.P. and Subsidiaries

(b)  Exhibits
 
Exhibit
Number  
Description of Document
 
 
3.1
Articles of Amendment and Restatement of American Campus Communities, Inc.  Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
3.2
Bylaws of American Campus Communities, Inc.  Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
3.3
Amendment to Bylaws of American Campus Communities, Inc. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on February 24, 2014.
 
 
4.1
Form of Certificate for Common Stock of American Campus Communities, Inc.  Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
4.2
Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013.

51



 
 
4.3
First Supplemental Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013.
 
 
4.4
American Campus Communities Operating Partnership LP 3.750% Senior Notes due 2023. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013.
 
 
4.5
American Campus Communities Operating Partnership LP 4.125% Senior Notes due 2024. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on June 25, 2014.
 
 
4.6
American Campus Communities Operating Partnership LP 3.350 % Senior Notes due 2020. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on September 22, 2015.
 
 
4.7
Form of Guarantee of American Campus Communities, Inc. of Senior Debt Securities. Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013.
 
 
4.8
Form of Registration Rights and Lock-Up Agreement, dated as of March 1, 2006, between American Campus Communities, Inc. and each of the persons who are signatory thereto. Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 7, 2006.
 
 
4.9
Form of Registration Rights and Lock-Up Agreement, dated as of September 14, 2012, between American Campus Communities, Inc., American Campus Communities Operating Partnership, L.P. and each of the persons who are signatories thereto. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) for the quarter ended September 30, 2012.
 
 
4.10
Letter Agreement Regarding Issuance of OP Units, dated September 26, 2013, between Hallmark Student Housing Lexington, LLC, on one hand, and ACC OP (Lexington) LLC and American Campus Communities Operating Partnership, L.P., on the other hand. Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) for the quarter ended September 30, 2013.
 
 
10.1
Form of Amended and Restated Partnership Agreement of American Campus Communities Operating Partnership LP.  Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.2
Form of First Amendment to Amended and Restated Agreement of Limited Partnership of American Campus Communities Operating Partnership LP, dated as of March 1, 2006, between American Campus Communities Holdings LLC and those persons who have executed such amendment as limited partners.  Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 7, 2006.
 
 
10.3*
American Campus Communities, Inc. 2004 Incentive Award Plan.  Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.4*
Amendment No. 1 to American Campus Communities, Inc. 2004 Incentive Award Plan.  Incorporated by reference to Exhibit 99.7 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on November 5, 2007.
 
 
10.5*
Amendment No. 2 to American Campus Communities, Inc. 2004 Incentive Award Plan.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 11, 2008.
 
 
10.6*
American Campus Communities, Inc. 2010 Incentive Award Plan.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 7, 2010.

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10.7*
American Campus Communities Services, Inc. Deferred Compensation Plan, effective January 1, 2015. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on December 17, 2014.
 
 
10.8
Form of PIU Grant Notice (including Registration Rights).  Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.9
Form of PIU Grant Notice (including Registration Rights), dated as of August 20, 2007.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on August 23, 2007.
 
 
10.10
Form of Indemnification Agreement between American Campus Communities, Inc. and certain of its directors and officers.  Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.11
Form of Employment Agreement between American Campus Communities, Inc. and William C. Bayless, Jr.  Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.12
Amendment No. 1 to Employment Agreement, dated as of April 28, 2005, between American Campus Communities, Inc. and William C. Bayless, Jr.  Incorporated by reference to Exhibit 99.6 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
 
 
10.13
Amendment No. 2 to Employment Agreement, dated as of November 1, 2007, between American Campus Communities, Inc. and William C. Bayless, Jr.  Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on November 5, 2007.
 
 
10.14
Third Amendment to Employment Agreement, dated as of March 23, 2010, between William C. Bayless, Jr. and American Campus Communities, Inc.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 24, 2010.
 
 
10.15
Fourth Amendment to Employment Agreement, dated as of January 10, 2017, between American Campus Communities, Inc. and William C. Bayless, Jr. Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 10, 2017.
 
 
10.16
Employment Agreement, dated as of April 18, 2005, between American Campus Communities, Inc. and James C. Hopke.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on May 3, 2005.
 
 
10.17
Amendment No. 1 to Employment Agreement, dated as of November 1, 2007, between American Campus Communities, Inc. and James C. Hopke.  Incorporated by reference to Exhibit 99.6 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on November 5, 2007.
 
 
10.18
Second Amendment to Employment Agreement, dated as of March 23, 2010, between James C. Hopke, Jr. and American Campus Communities, Inc.  Incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 24, 2010.
 
 
10.19
Third Amendment to Employment Agreement, dated as of December 2, 2013, between James C. Hopke, Jr. and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on December 5, 2013.
 
 
10.20
Fourth Amendment to Employment Agreement, dated as of May 20, 2014, between American Campus Communities, Inc. and James C. Hopke, Jr. Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on May 23, 2014.
 
 
10.21
Fifth Amendment to Employment Agreement, dated as of January 10, 2017, between American Campus Communities, Inc. and James C. Hopke, Jr. Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 10, 2017.
 
 

53



10.22
Employment Agreement, dated as of November 1, 2007, between American Campus Communities, Inc. and Jonathan A. Graf.  Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on November 5, 2007.
 
 
10.23
First Amendment to Employment Agreement, dated as of March 23, 2010, between Jonathan A. Graf and American Campus Communities, Inc.  Incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 24, 2010.
 
 
10.24
Separation Agreement and Mutual General Release, dated as of January 10, 2017, between American Campus Communities, Inc. and Jonathan A. Graf. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 10, 2017.
 
 
10.25
Employment Agreement, dated as of May 4, 2011, between William W. Talbot and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on March 21, 2013.
 
 
10.26
First Amendment to Employment Agreement, dated as of November 2, 2012, between William W. Talbot and American Campus Communities, Inc. Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on March 21, 2013.
 
 
10.27
Employment Agreement, dated as of May 4, 2011, between Daniel B. Perry and American Campus Communities, Inc. Incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. (File No. 333-181102-01) for the year ended December 31, 2014.
 
 
10.28
First Amendment to Employment Agreement, dated as of November 2, 2012, between Daniel B. Perry and American Campus Communities, Inc. Incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. (File No. 333-181102-01) for the year ended December 31, 2014.
 
 
10.29
Second Amendment to Employment Agreement, dated as of January 10, 2017, between American Campus Communities, Inc. and Daniel B. Perry. Incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 10, 2017.
 
 
10.30
Form of Confidentiality and Noncompetition Agreement. Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-11 (Registration No. 333-114813) of American Campus Communities, Inc.
 
 
10.31
Fifth Amended and Restated Credit Agreement, dated as of January 11, 2017, among American Campus Communities Operating Partnership LP, as Borrower; American Campus Communities, Inc., as Parent Guarantor; any Additional Guarantors (as defined therein) acceding thereto pursuant to Section 7.05 thereof; the banks, financial institutions and other lenders listed on the signature pages thereof as the Initial Lenders, Initial Issuing Bank and Swing Line Bank; KeyBank National Association, as Administrative Agent; KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC and Capital One National Association, as Joint Lead Arrangers; JPMorgan Chase Bank, N.A. and Capital One National Association, as Co-Syndication Agents; and Bank of America, N.A., U.S. Bank National Association and Compass Bank, as Co-Documentation Agents. Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on January 11, 2017.
 
 
10.32
Form of Tax Matters Agreement, dated as of March 1, 2006, among American Campus Communities Operating Partnership LP, American Campus Communities, Inc., American Campus Communities Holdings LLC and each of the limited partners of American Campus Communities Operating Partnership LP who have executed a signature page thereto. Incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) filed on March 7, 2006.
 
 
10.33
Equity Distribution Agreement, dated June 25, 2015, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the other hand. Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on June 25, 2015.
 
 

54



10.34
Equity Distribution Agreement, dated June 25, 2015, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and Deutsche Bank Securities Inc., on the other hand. Incorporated by reference to Exhibit 1.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on June 25, 2015.
 
 
10.35
Equity Distribution Agreement, dated June 25, 2015, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and J.P. Morgan Securities LLC, on the other hand. Incorporated by reference to Exhibit 1.3 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on June 25, 2015.
 
 
10.36
Equity Distribution Agreement, dated June 25, 2015, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and KeyBanc Capital Markets Inc., on the other hand. Incorporated by reference to Exhibit 1.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on June 25, 2015.
 
 
10.37
Agreement of Merger and Contribution, dated as of June 7, 2012, among American Campus Communities, Inc., American Campus Communities Operating Partnership LP, Campus Acquisitions Holdings, LLC, the Property Entities (as defined therein), Campus Acquisitions Management, LLC, the Development Entities (as defined therein) and Campus Acquisitions Investment Management LLC. Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on July 10, 2012.
 
 
10.38
Amendment No. 1 to Agreement of Merger and Contribution, dated as of July 9, 2012, among American Campus Communities, Inc., American Campus Communities Operating Partnership LP, Campus Acquisitions Holdings, LLC, the Property Entities (as defined therein), Campus Acquisitions Management, LLC, the Development Entities (as defined therein) and Campus Acquisitions Investment Management LLC. Incorporated by reference to Exhibit 1.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on July 10, 2012.
 
 
10.39
Purchase and Sale Agreement, dated as of September 4, 2012, between American Campus Communities Operating Partnership LP and the persons named therein as Sellers. Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on October 25, 2012.
 
 
10.40
Amendment to Purchase and Sale Agreement, dated as of October 24, 2012, between American Campus Communities Operating Partnership LP and the persons named therein as Sellers. Incorporated by reference to Exhibit 1.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on October 25, 2012.
 
 
12.1
Statement Regarding Computation of Ratios.
 
 
21.1
List of Subsidiaries of the Registrant.
 
 
23.1
Consent of Ernst & Young LLP - American Campus Communities, Inc.
 
 
23.2
Consent of Ernst & Young LLP - American Campus Communities Operating Partnership, L.P.
 
 
31.1
American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.3
American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.4
American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 

55



32.2
American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.3
American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.4
American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*
Indicates management compensation plan.


56



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated:
March 1, 2017
 
AMERICAN CAMPUS COMMUNITIES, INC.
 
 
By: 
/s/ William C. Bayless, Jr.
 
 
 
William C. Bayless, Jr.
Chief Executive Officer
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated:
March 1, 2017
 
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.
 By:  American Campus Communities Holdings,
        LLC, its general partner 
 
By:  American Campus Communities, Inc., its sole member 
 
 
 
By: 
/s/ William C. Bayless, Jr.
 
 
 
William C. Bayless, Jr.
Chief Executive Officer


57



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 
 
Name
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
/s/ William C. Bayless, Jr.                                             
 
Chief Executive Officer and Director (Principal Executive Officer)
 
March 1, 2017
William C. Bayless, Jr.
 
 
 
 
 
 
 
 
/s/ Jonathan A. Graf
 
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)  
 
March 1, 2017
Jonathan A. Graf
 
 
 
 
 
 
 
 
/s/ Kim K. Voss
 
Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)  
 
March 1, 2017
Kim K. Voss
 
 
 
 
 
 
 
 
/s/ Edward Lowenthal                                                  
 
Chairman of the Board of Directors
 
March 1, 2017
Edward Lowenthal
 
 
 
 
 
 
 
 
 
/s/ William Blakeley Chandlee III                                            
 
Director
 
March 1, 2017
William Blakeley Chandlee III
 
 
 
 
 
 
 
 
 
/s/ G. Steven Dawson                                                  
 
Director
 
March 1, 2017
G. Steven Dawson
 
 
 
 
 
 
 
 
 
/s/ Cydney C. Donnell 
 
Director
 
March 1, 2017
Cydney Donnell
 
 
 
 
 
 
 
 
 
/s/ Dennis G. Lopez                                               
 
Director
 
March 1, 2017
Dennis G. Lopez
 
 
 
 
 
 
 
 
 
/s/ Oliver Luck                                                  
 
Director
 
March 1, 2017
Oliver Luck
 
 
 
 
 
 
 
 
 
/s/ C. Patrick Oles, Jr.                                                
 
Director
 
March 1, 2017
C. Patrick Oles, Jr.
 
 
 
 
 
 
 
 
 
/s/ Winston W. Walker                                                  
 
Director
 
March 1, 2017
Winston W. Walker
 
 
 
 

58



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of American Campus Communities, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of American Campus Communities, Inc. and Subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Campus Communities, Inc. and Subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 10 to the consolidated financial statements, the Company changed its method for presenting debt issuance costs effective January 1, 2016.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), American Campus Communities, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Austin, Texas
March 1, 2017


F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners of American Campus Communities Operating Partnership, L.P. and Subsidiaries
We have audited the accompanying consolidated balance sheets of American Campus Communities Operating Partnership, L.P. and Subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in capital, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Campus Communities Operating Partnership, L.P. and Subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 10 to the consolidated financial statements, the Company changed its method for presenting debt issuance costs effective January 1, 2016.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), American Campus Communities Operating Partnership, L.P. and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Austin, Texas
March 1, 2017





F-2



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of American Campus Communities, Inc. and Subsidiaries
We have audited American Campus Communities, Inc. and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). American Campus Communities, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, American Campus Communities, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Campus Communities, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2016 of American Campus Communities, Inc. and Subsidiaries, and our report dated March 1, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Austin, Texas
March 1, 2017




F-3



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners of American Campus Communities Operating Partnership, L.P. and Subsidiaries
We have audited American Campus Communities Operating Partnership, L.P. and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). American Campus Communities Operating Partnership, L.P. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, American Campus Communities Operating Partnership, L.P. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Campus Communities Operating Partnership, L.P. and Subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in capital, and cash flows for each of the three years in the period ended December 31, 2016 of American Campus Communities Operating Partnership, L.P. and Subsidiaries, and our report dated March 1, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Austin, Texas
March 1, 2017




F-4

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)





 
 
December 31, 2016
 
December 31, 2015
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,427,014

 
$
5,522,271

Wholly-owned properties held for sale
 
25,350

 
55,354

On-campus participating properties, net
 
85,797

 
90,129

Investments in real estate, net
 
5,538,161

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
22,140

 
16,659

Restricted cash
 
24,817

 
33,675

Student contracts receivable, net
 
8,428

 
18,475

Other assets
 
272,367

 
269,685

 
 
 
 
 
Total assets
 
$
5,865,913

 
$
6,006,248

 
 
 
 
 
Liabilities and equity
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
688,195

 
$
1,094,962

Unsecured notes
 
1,188,737

 
1,186,700

Unsecured term loans
 
149,065

 
597,719

Unsecured revolving credit facility
 
99,300

 
68,900

Accounts payable and accrued expenses
 
76,614

 
71,988

Other liabilities
 
158,437

 
144,811

Total liabilities
 
2,360,348

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 16)
 


 


 
 
 
 
 
Redeemable noncontrolling interests
 
55,078

 
59,511

 
 
 
 
 
Equity:
 
 

 
 

American Campus Communities, Inc. and Subsidiaries stockholders’ equity:
 
 
 
 
Common stock, $0.01 par value, 800,000,000 shares authorized, 132,225,488 and 112,350,877 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
 
1,322

 
1,124

Additional paid in capital
 
4,118,842

 
3,325,806

Treasury stock, at cost, 20,181 and 10,155 shares at December 31, 2016 and December 31, 2015, respectively
 
(975
)
 
(403
)
Accumulated earnings and dividends
 
(670,137
)
 
(550,501
)
Accumulated other comprehensive loss
 
(4,067
)
 
(5,830
)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity
 
3,444,985

 
2,770,196

Noncontrolling interests – partially owned properties
 
5,502

 
11,461

Total equity
 
3,450,487

 
2,781,657

 
 
 
 
 
Total liabilities and equity
 
$
5,865,913

 
$
6,006,248

 





See accompanying notes to consolidated financial statements.

F-5

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share data)


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Revenues:
 
 
 
 
 
 
Wholly-owned properties
 
$
735,392

 
$
704,909

 
$
690,582

On-campus participating properties
 
33,433

 
31,586

 
28,534

Third-party development services
 
4,606

 
4,964

 
4,018

Third-party management services
 
9,724

 
8,813

 
7,669

Resident services
 
3,206

 
3,109

 
3,112

Total revenues
 
786,361

 
753,381

 
733,915

 
 
 
 
 
 
 
Operating expenses:
 
 

 
 

 
 

Wholly-owned properties
 
337,296

 
331,836

 
329,615

On-campus participating properties
 
13,447

 
12,437

 
11,290

Third-party development and management services
 
14,533

 
14,346

 
12,008

General and administrative
 
22,493

 
20,838

 
18,681

Depreciation and amortization
 
211,387

 
208,788

 
197,495

Ground/facility leases
 
9,167

 
8,232

 
7,397

Provision for real estate impairment
 
4,895

 

 
2,443

Total operating expenses
 
613,218

 
596,477

 
578,929

 
 
 
 
 
 
 
Operating income
 
173,143

 
156,904

 
154,986

 
 
 
 
 
 
 
Nonoperating income and (expenses):
 
 

 
 

 
 

Interest income
 
5,481

 
4,421

 
4,168

Interest expense
 
(78,687
)
 
(87,789
)
 
(90,362
)
Amortization of deferred financing costs
 
(6,520
)
 
(5,550
)
 
(5,918
)
Gain (loss) from disposition of real estate
 
21,197

 
52,699

 
(368
)
Loss from early extinguishment of debt
 
(12,841
)
 
(1,770
)
 

   Other nonoperating income
 

 
388

 
186

Total nonoperating expenses
 
(71,370
)
 
(37,601
)
 
(92,294
)
 
 
 
 
 
 
 
Income before income taxes and discontinued operations
 
101,773

 
119,303

 
62,692

Income tax provision
 
(1,150
)
 
(1,242
)
 
(1,308
)
Income from continuing operations
 
100,623

 
118,061

 
61,384

Discontinued operations:
 
 

 
 

 
 

Loss attributable to discontinued operations
 

 

 
(123
)
Gain from disposition of real estate
 

 

 
2,843

Total discontinued operations
 

 

 
2,720

Net income
 
100,623

 
118,061

 
64,104

Net income attributable to noncontrolling interests
 
 

 
 

 
 

Redeemable noncontrolling interests
 
(1,106
)
 
(1,458
)
 
(913
)
Partially owned properties
 
(456
)
 
(612
)
 
(352
)
Net income attributable to noncontrolling interests
 
(1,562
)
 
(2,070
)
 
(1,265
)
Net income attributable to ACC, Inc. and Subsidiaries
  common stockholders
 
$
99,061

 
$
115,991

 
$
62,839

Other comprehensive income (loss)
 
 

 
 

 
 

Change in fair value of interest rate swaps and other
 
1,763

 
464

 
(4,859
)
Comprehensive income
 
$
100,824

 
$
116,455

 
$
57,980

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

 
 

 
 

Income from continuing operations per share
 
$
0.76

 
$
1.03

 
$
0.56

Net income per share
 
$
0.76

 
$
1.03

 
$
0.59

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

 
 

 
 

Income from continuing operations per share
 
$
0.75

 
$
1.02

 
$
0.56

Net income per share
 
$
0.75

 
$
1.02

 
$
0.58

Weighted-average common shares outstanding:
 
 

 
 

 
 

Basic
 
129,228,748

 
111,987,361

 
105,032,155

Diluted
 
130,018,729

 
114,032,222

 
105,711,420

 
 
 
 
 
 
 
Distributions declared per common share
 
$
1.66

 
$
1.58

 
$
1.50

 
 
 
 
 
 
 

See accompanying notes to consolidated financial statements. 

F-6

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except share data)


 
 
Common
Shares
 
 
Par Value of
Common
Shares
 
 
Additional Paid
in Capital
 
Treasury Stock
 
Treasury Stock at Cost
 
Accumulated
Earnings and
Dividends
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests - Partially Owned Properties
 
Total
Equity, December 31, 2013
 
104,782,817

 
1,043

 
3,017,631

 

 

 
(392,338
)
 
(1,435
)
 
5,664

 
2,630,565

Adjustments to reflect redeemable noncontrolling interests at fair value
 

 

 
(8,200
)
 

 

 

 

 

 
(8,200
)
Amortization of restricted stock awards
 

 

 
6,816

 

 

 

 

 

 
6,816

Vesting of restricted stock awards and restricted stock units
 
133,910

 
6

 
(2,004
)
 

 

 

 

 

 
(1,998
)
Distributions to common and restricted stockholders
 

 

 

 

 

 
(158,487
)
 

 

 
(158,487
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 

 

 
(287
)
 
(287
)
Conversion of common and preferred operating partnership units to common stock
 
52,269

 
1

 
601

 

 

 

 

 

 
602

Net proceeds from sale of common stock
 
2,206,240

 
22

 
87,696

 

 

 

 

 

 
87,718

Change in fair value of interest rate swaps and other
 

 

 

 

 

 

 
(4,859
)
 

 
(4,859
)
Amortization of interest rate swap terminations
 

 

 

 

 

 

 
222

 

 
222

Net income
 

 

 

 

 

 
62,839

 

 
352

 
63,191

Equity, December 31, 2014

107,175,236


1,072


3,102,540



 

 
(487,986
)

(6,072
)

5,729


2,615,283

Adjustments to reflect redeemable noncontrolling interests at fair value
 

 

 
4,462

 

 

 

 

 

 
4,462

Amortization of restricted stock awards
 

 

 
7,505

 

 

 

 

 

 
7,505

Vesting of restricted stock awards and restricted stock units
 
122,502

 
1

 
(1,743
)
 
10,155

 
(403
)
 

 

 

 
(2,145
)
Distributions to common and restricted stockholders
 

 

 

 

 

 
(178,506
)
 

 

 
(178,506
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 

 

 
(635
)
 
(635
)
Increase in ownership of consolidated subsidiary
 

 

 
435

 

 

 

 

 
(1,500
)
 
(1,065
)
Contributions by noncontrolling partners
 

 

 

 

 

 

 

 
7,255

 
7,255

Conversion of common and preferred operating partnership units to common stock
 
119,474

 
2

 
3,034

 

 

 

 

 

 
3,036

Redemption of common units for cash
 

 

 
(3,061
)
 

 

 

 

 

 
(3,061
)
Net proceeds from sale of common stock
 
4,933,665

 
49

 
212,634

 

 

 

 

 

 
212,683

Change in fair value of interest rate swaps and other
 

 

 

 

 

 

 
(170
)
 

 
(170
)
Amortization of interest rate swap terminations
 

 

 

 

 

 

 
412

 

 
412

Net income
 

 

 

 

 

 
115,991

 

 
612

 
116,603

Equity, December 31, 2015
 
112,350,877

 
1,124

 
3,325,806

 
10,155

 
(403
)
 
(550,501
)
 
(5,830
)
 
11,461

 
2,781,657

Adjustments to reflect redeemable noncontrolling interests at fair value
 

 

 
(7,937
)
 

 

 

 

 

 
(7,937
)
Amortization of restricted stock awards
 

 

 
9,316

 

 

 

 

 

 
9,316

Vesting of restricted stock awards and restricted stock units
 
132,850

 
1

 
(1,679
)
 
10,026

 
(572
)
 

 

 

 
(2,250
)
Distributions to common and restricted stockholders
 

 

 

 

 

 
(218,697
)
 

 

 
(218,697
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 

 

 
(376
)
 
(376
)
Increase in ownership of consolidated subsidiary
 

 

 

 

 

 

 

 
(7,311
)
 
(7,311
)
Contributions by noncontrolling partners
 

 

 

 

 

 

 

 
1,272

 
1,272

Conversion of common and preferred operating partnership units to common stock
 
312,761

 
3

 
11,289

 

 

 

 

 

 
11,292

Net proceeds from sale of common stock
 
19,429,000

 
194

 
782,047

 

 

 

 

 

 
782,241

Change in fair value of interest rate swaps and other
 

 

 

 

 

 

 
1,350

 

 
1,350

Amortization of interest rate swap terminations
 

 

 

 

 

 

 
413

 

 
413

Net income
 

 

 

 

 

 
99,061

 

 
456

 
99,517

Equity, December 31, 2016
 
132,225,488

 
$
1,322

 
$
4,118,842

 
20,181

 
$
(975
)
 
$
(670,137
)
 
$
(4,067
)
 
$
5,502

 
$
3,450,487


See accompanying notes to consolidated financial statements.

F-7

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

 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Operating activities
 
 
 
 
 
 
Net income
 
$
100,623

 
$
118,061

 
$
64,104

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Gain from disposition of real estate
 
(21,197
)
 
(52,699
)
 
(2,475
)
Gain from insurance settlement
 

 
(388
)
 
(186
)
Loss from early extinguishment of debt
 
12,841

 
1,770

 

Provision for real estate impairment
 
4,895

 

 
2,443

Depreciation and amortization
 
211,387

 
208,788

 
197,542

Amortization of deferred financing costs and debt premiums/discounts
 
(5,145
)
 
(6,280
)
 
(6,769
)
Share-based compensation
 
10,043

 
8,161

 
7,164

Income tax provision
 
1,150

 
1,242

 
1,308

Amortization of interest rate swap terminations and other
 
613

 
412

 
222

Changes in operating assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
2,032

 
1,656

 
1,507

Student contracts receivable, net
 
8,709

 
(9,397
)
 
(959
)
Other assets
 
(15,905
)
 
(23,475
)
 
(12,632
)
Accounts payable and accrued expenses
 
(83
)
 
(1,201
)
 
3,798

Other liabilities
 
(1,874
)
 
17,136

 
7,176

Net cash provided by operating activities
 
308,089

 
263,786

 
262,243

 
 
 
 
 
 
 
Investing activities
 
 

 
 

 
 

Proceeds from disposition of properties and land parcels
 
571,424

 
427,304

 
10,101

Cash paid for property acquisitions
 
(102,804
)
 
(291,352
)
 
(74,641
)
Cash paid for land acquisitions
 
(856
)
 
(49,927
)
 
(3,627
)
Capital expenditures for wholly-owned properties
 
(61,587
)
 
(96,832
)
 
(77,072
)
Investments in wholly-owned properties under development
 
(424,139
)
 
(219,636
)
 
(257,177
)
Capital expenditures for on-campus participating properties
 
(2,944
)
 
(2,943
)
 
(1,953
)
Investment in on-campus participating property under development
 

 

 
(27,668
)
Investment in direct financing lease, net
 
(6,650
)
 

 

Investment in loans receivable
 

 
(5,176
)
 

Proceeds from loans receivable
 

 
7,483

 
2,984

Change in restricted cash related to capital reserves
 
1,918

 
2,955

 
1,623

Decrease (increase) in escrow deposits for real estate investments
 
4,991

 
(7,033
)
 
894

Proceeds from insurance settlement
 

 
388

 
758

Increase in ownership of consolidated subsidiary
 
(7,254
)
 
(1,065
)
 

Purchase of corporate furniture, fixtures and equipment
 
(3,655
)
 
(3,621
)
 
(3,457
)
Net cash used in investing activities
 
(31,556
)
 
(239,455
)
 
(429,235
)
 
 
 
 
 
 
 
Financing activities
 
 

 
 

 
 

Proceeds from unsecured notes
 

 
399,244

 
399,444

Proceeds from sale of common stock
 
816,065

 
216,666

 
89,317

Offering costs
 
(32,923
)
 
(3,250
)
 
(1,340
)
Pay-off of mortgage and construction loans
 
(374,971
)
 
(263,361
)
 
(178,002
)
Pay-off of unsecured term loans
 
(600,000
)
 

 

Proceeds from unsecured term loans
 
150,000

 

 

Proceeds from revolving credit facility
 
376,000

 
720,200

 
615,900

Paydowns of revolving credit facility
 
(345,600
)
 
(893,800
)
 
(611,850
)
Proceeds from construction loans
 
4,454

 
258

 
28,109

Scheduled principal payments on debt
 
(15,120
)
 
(14,450
)
 
(16,015
)
Defeasance costs of early extinguishment of debt
 
(23,827
)
 
(1,770
)
 

Debt issuance and assumption costs
 
(831
)
 
(4,330
)
 
(5,021
)
Termination of interest rate swaps
 
(108
)
 

 
(4,122
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,800
)
 
(2,345
)
Distributions to common and restricted stockholders
 
(218,697
)
 
(178,506
)
 
(158,487
)
Distributions to noncontrolling partners
 
(2,517
)
 
(2,964
)
 
(2,285
)
Redemption of common units for cash
 

 
(3,871
)
 

Net cash (used in) provided by financing activities
 
(271,052
)
 
(32,734
)
 
153,303

Net change in cash and cash equivalents
 
5,481

 
(8,403
)
 
(13,689
)
Cash and cash equivalents at beginning of period
 
16,659

 
25,062

 
38,751

Cash and cash equivalents at end of period
 
$
22,140

 
$
16,659

 
$
25,062


F-8


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

 
 

Loans assumed in connection with property acquisitions
 
$

 
$
(69,423
)
 
$

Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
 
$

Conversion of common and preferred operating partnership units to
   common stock
 
$
11,292

 
$
3,036

 
$
602

Change in accrued construction in progress
 
$
20,734

 
$
5,720

 
$
3,996

Change in fair value of derivative instruments, net
 
$
1,150

 
$
(170
)
 
$
(740
)
Change in fair value of redeemable noncontrolling interests
 
$
(7,937
)
 
$
4,462

 
$
(8,200
)
 
 
 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

 
 

Interest paid
 
$
92,502

 
$
89,336

 
$
113,251

Income taxes paid
 
$
1,094

 
$
1,078

 
$
1,066




 See accompanying notes to consolidated financial statements.

F-9

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




 
 
December 31, 2016
 
December 31, 2015
Assets
 
 
 
 
 
 
 
 
 
Investments in real estate:
 
 
 
 
Wholly-owned properties, net
 
$
5,427,014

 
$
5,522,271

Wholly-owned properties held for sale
 
25,350

 
55,354

On-campus participating properties, net
 
85,797

 
90,129

Investments in real estate, net
 
5,538,161

 
5,667,754

 
 
 
 
 
Cash and cash equivalents
 
22,140

 
16,659

Restricted cash
 
24,817

 
33,675

Student contracts receivable, net
 
8,428

 
18,475

Other assets
 
272,367

 
269,685

 
 
 
 
 
Total assets
 
$
5,865,913

 
$
6,006,248

 
 
 
 
 
Liabilities and capital
 
 

 
 

 
 
 
 
 
Liabilities:
 
 

 
 

Secured mortgage, construction and bond debt
 
$
688,195

 
$
1,094,962

Unsecured notes
 
1,188,737

 
1,186,700

Unsecured term loans
 
149,065

 
597,719

Unsecured revolving credit facility
 
99,300

 
68,900

Accounts payable and accrued expenses
 
76,614

 
71,988

Other liabilities
 
158,437

 
144,811

Total liabilities
 
2,360,348

 
3,165,080

 
 
 
 
 
Commitments and contingencies (Note 16)
 


 


 
 
 
 
 
Redeemable limited partners
 
55,078

 
59,511

 
 
 
 
 
Capital:
 
 

 
 

Partners’ capital:
 
 

 
 

General partner - 12,222 OP units outstanding at both December 31, 2016 and December 31, 2015
 
82

 
93

Limited partner - 132,233,447 and 112,348,810 OP units outstanding at December 31, 2016 and December 31, 2015, respectively
 
3,448,970

 
2,775,933

Accumulated other comprehensive loss
 
(4,067
)
 
(5,830
)
Total partners’ capital
 
3,444,985

 
2,770,196

Noncontrolling interests –  partially owned properties
 
5,502

 
11,461

Total capital
 
3,450,487

 
2,781,657

 
 
 
 
 
Total liabilities and capital
 
$
5,865,913

 
$
6,006,248












See accompanying notes to consolidated financial statements.

F-10

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except unit and per unit data)


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Revenues:
 
 
 
 
 
 
Wholly-owned properties
 
$
735,392

 
$
704,909

 
$
690,582

On-campus participating properties
 
33,433

 
31,586

 
28,534

Third-party development services
 
4,606

 
4,964

 
4,018

Third-party management services
 
9,724

 
8,813

 
7,669

Resident services
 
3,206

 
3,109

 
3,112

Total revenues
 
786,361

 
753,381

 
733,915

 
 
 
 
 
 
 
Operating expenses:
 
 

 
 

 
 

Wholly-owned properties
 
337,296

 
331,836

 
329,615

On-campus participating properties
 
13,447

 
12,437

 
11,290

Third-party development and management services
 
14,533

 
14,346

 
12,008

General and administrative
 
22,493

 
20,838

 
18,681

Depreciation and amortization
 
211,387

 
208,788

 
197,495

Ground/facility leases
 
9,167

 
8,232

 
7,397

Provision for real estate impairment
 
4,895

 

 
2,443

Total operating expenses
 
613,218

 
596,477

 
578,929

 
 
 
 
 
 
 
Operating income
 
173,143

 
156,904

 
154,986

 
 
 
 
 
 
 
Nonoperating income and (expenses):
 
 

 
 

 
 

Interest income
 
5,481

 
4,421

 
4,168

Interest expense
 
(78,687
)
 
(87,789
)
 
(90,362
)
Amortization of deferred financing costs
 
(6,520
)
 
(5,550
)
 
(5,918
)
Gain (loss) from disposition of real estate
 
21,197

 
52,699

 
(368
)
Loss from early extinguishment of debt
 
(12,841
)
 
(1,770
)
 

   Other nonoperating income
 

 
388

 
186

Total nonoperating expenses
 
(71,370
)
 
(37,601
)
 
(92,294
)
 
 
 
 
 
 
 
Income before income taxes and discontinued operations
 
101,773

 
119,303

 
62,692

Income tax provision
 
(1,150
)
 
(1,242
)
 
(1,308
)
Income from continuing operations
 
100,623

 
118,061

 
61,384

Discontinued operations:
 
 

 
 

 
 

Loss attributable to discontinued operations
 

 

 
(123
)
Gain from disposition of real estate
 

 

 
2,843

Total discontinued operations
 

 

 
2,720

Net income
 
100,623

 
118,061

 
64,104

Net income attributable to noncontrolling interests – partially owned properties
 
(456
)
 
(612
)
 
(352
)
Net income attributable to American Campus
  Communities Operating Partnership, L.P.
 
100,167

 
117,449

 
63,752

Series A preferred units distributions
 
(146
)
 
(176
)
 
(178
)
Net income available to common unitholders
 
$
100,021

 
$
117,273

 
$
63,574

Other comprehensive income (loss)
 
 

 
 

 
 

  Change in fair value of interest rate swaps and other
 
1,763

 
464

 
(4,859
)
Comprehensive income
 
$
101,784

 
$
117,737

 
$
58,715

Net income per unit attributable to common unitholders – basic
 
 

 
 

 
 

Net income from continuing operations per unit
 
$
0.76

 
$
1.03

 
$
0.56

Net income per unit
 
$
0.76

 
$
1.03

 
$
0.59

Net income per unit attributable to common unitholders – diluted
 
 

 
 

 
 

Net income from continuing operations per unit
 
$
0.75

 
$
1.02

 
$
0.56

Net income per unit
 
$
0.75

 
$
1.02

 
$
0.58

Weighted-average common units outstanding:
 
 

 
 

 
 

Basic
 
130,460,248

 
113,351,242

 
106,245,664

Diluted
 
131,250,229

 
114,032,222

 
106,924,929

 
 
 
 
 
 
 
Distributions declared per Common Unit
 
$
1.66

 
$
1.58

 
$
1.50

 

See accompanying notes to consolidated financial statements.

F-11

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands, except unit data)


 
 
 

 
 

 
 

 
 

 
Accumulated
 
Noncontrolling
 
 

 
 
General Partner
 
Limited Partner
 
Other
 
Interests – 
 
 

 
 
Units
 
Amount
 
Units
 
Amount
 
Comprehensive
Loss
 
Partially Owned
Properties
 
Total
Capital as of December 31, 2013
 
12,222

 
$
111


104,770,595


$
2,626,225


$
(1,435
)

$
5,664


$
2,630,565

Adjustments to reflect redeemable limited partners’ interest at fair value
 

 

 

 
(8,200
)
 

 

 
(8,200
)
Amortization of restricted stock awards
 

 

 

 
6,816

 

 

 
6,816

Vesting of restricted stock awards and restricted stock units
 

 

 
133,910

 
(1,998
)
 

 

 
(1,998
)
Distributions
 

 
(18
)
 

 
(158,469
)
 

 

 
(158,487
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 
(287
)
 
(287
)
Conversion of common and preferred operating partnership units to common stock
 

 

 
52,269

 
602

 

 

 
602

Issuance of units in exchange for contributions of equity offering proceeds
 

 

 
2,206,240

 
87,718

 

 

 
87,718

Change in fair value of interest rate swaps and other
 

 

 

 

 
(4,859
)
 

 
(4,859
)
Amortization of interest rate swap termination
 

 

 

 

 
222

 

 
222

Net income
 

 
7

 

 
62,832

 

 
352

 
63,191

Capital as of December 31, 2014
 
12,222

 
100


107,163,014


2,615,526


(6,072
)

5,729


2,615,283

Adjustments to reflect redeemable limited partners’ interest at fair value
 

 

 

 
4,462

 

 

 
4,462

Amortization of restricted stock awards
 

 

 

 
7,505

 

 

 
7,505

Vesting of restricted stock awards and restricted stock units
 

 

 
132,657

 
(2,145
)
 

 

 
(2,145
)
Distributions
 

 
(19
)
 

 
(178,487
)
 

 

 
(178,506
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 
(635
)
 
(635
)
Increase in ownership of consolidated subsidiary
 

 

 

 
435

 

 
(1,500
)
 
(1,065
)
Contributions by noncontrolling partners
 

 

 

 

 

 
7,255

 
7,255

Conversion of common and preferred operating partnership units to common stock
 

 

 
119,474

 
3,036

 

 

 
3,036

Redemption of common units for cash
 

 

 

 
(3,061
)
 

 

 
(3,061
)
Issuance of units in exchange for contributions of equity offering proceeds
 

 

 
4,933,665

 
212,683

 

 

 
212,683

Change in fair value of interest rate swaps and other
 

 

 

 

 
(170
)
 

 
(170
)
Amortization of interest rate swap terminations
 

 

 

 

 
412

 

 
412

Net income
 

 
12

 

 
115,979

 

 
612

 
116,603

Capital as of December 31, 2015
 
12,222

 
93


112,348,810


2,775,933


(5,830
)

11,461


2,781,657

Adjustments to reflect redeemable limited partners’ interest at fair value
 

 

 

 
(7,937
)
 

 

 
(7,937
)
Amortization of restricted stock awards
 

 

 

 
9,316

 

 

 
9,316

Vesting of restricted stock awards and restricted stock units
 

 

 
142,876

 
(2,250
)
 

 

 
(2,250
)
Distributions
 

 
(20
)
 

 
(218,677
)
 

 

 
(218,697
)
Distributions to noncontrolling interests - partially owned properties
 

 

 

 

 

 
(376
)
 
(376
)
Increase in ownership of consolidated subsidiary
 

 

 

 
 
 

 
(7,311
)
 
(7,311
)
Contributions by noncontrolling partners
 

 

 

 

 

 
1,272

 
1,272

Conversion of common and preferred operating partnership units to common stock
 

 

 
312,761

 
11,292

 

 

 
11,292

Issuance of units in exchange for contributions of equity offering proceeds
 

 

 
19,429,000

 
782,241

 

 

 
782,241

Change in fair value of interest rate swaps and other
 

 

 

 

 
1,350

 

 
1,350

Amortization of interest rate swap terminations
 

 

 

 

 
413

 

 
413

Net income
 

 
9

 

 
99,052

 

 
456

 
99,517

Capital as of December 31, 2016
 
12,222

 
$
82

 
132,233,447

 
$
3,448,970

 
$
(4,067
)
 
$
5,502

 
$
3,450,487

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

See accompanying notes to consolidated financial statements.

F-12

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


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Operating activities
 
 
 
 
 
 
Net income
 
$
100,623

 
$
118,061

 
$
64,104

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Gain from disposition of real estate
 
(21,197
)
 
(52,699
)
 
(2,475
)
Gain from insurance settlement
 

 
(388
)
 
(186
)
Loss from early extinguishment of debt
 
12,841

 
1,770

 

Provision for real estate impairment
 
4,895

 

 
2,443

Depreciation and amortization
 
211,387

 
208,788

 
197,542

Amortization of deferred financing costs and debt premiums/discounts
 
(5,145
)
 
(6,280
)
 
(6,769
)
Share-based compensation
 
10,043

 
8,161

 
7,164

Income tax provision
 
1,150

 
1,242

 
1,308

Amortization of interest rate swap terminations and other
 
613

 
412

 
222

Changes in operating assets and liabilities:
 
 
 
 
 
 
Restricted cash
 
2,032

 
1,656

 
1,507

Student contracts receivable, net
 
8,709

 
(9,397
)
 
(959
)
Other assets
 
(15,905
)
 
(23,475
)
 
(12,632
)
Accounts payable and accrued expenses
 
(83
)
 
(1,201
)
 
3,798

Other liabilities
 
(1,874
)
 
17,136

 
7,176

Net cash provided by operating activities
 
308,089

 
263,786

 
262,243

 
 
 
 
 
 
 
Investing activities
 
 

 
 

 
 

Proceeds from disposition of properties and land parcels
 
571,424

 
427,304

 
10,101

Cash paid for property acquisitions
 
(102,804
)
 
(291,352
)
 
(74,641
)
Cash paid for land acquisitions
 
(856
)
 
(49,927
)
 
(3,627
)
Capital expenditures for wholly-owned properties
 
(61,587
)
 
(96,832
)
 
(77,072
)
Investments in wholly-owned properties under development
 
(424,139
)
 
(219,636
)
 
(257,177
)
Capital expenditures for on-campus participating properties
 
(2,944
)
 
(2,943
)
 
(1,953
)
Investment in on-campus participating property under development
 

 

 
(27,668
)
Investment in direct financing lease, net
 
(6,650
)
 

 

Investment in loans receivable
 

 
(5,176
)
 

Proceeds from loans receivable
 

 
7,483

 
2,984

Change in restricted cash related to capital reserves
 
1,918

 
2,955

 
1,623

Decrease (increase) in escrow deposits for real estate investments
 
4,991

 
(7,033
)
 
894

Proceeds from insurance settlement
 

 
388

 
758

Increase in ownership of consolidated subsidiary
 
(7,254
)
 
(1,065
)
 

Purchase of corporate furniture, fixtures and equipment
 
(3,655
)
 
(3,621
)
 
(3,457
)
Net cash used in investing activities
 
(31,556
)
 
(239,455
)
 
(429,235
)
 
 
 
 
 
 
 
Financing activities
 
 

 
 

 
 

Proceeds from unsecured notes
 

 
399,244

 
399,444

Proceeds from issuance of common units in exchange for contributions, net
 
783,142

 
213,416

 
87,977

Pay-off of mortgage and construction loans
 
(374,971
)
 
(263,361
)
 
(178,002
)
Pay-off of unsecured term loan
 
(600,000
)
 

 

Proceeds from unsecured term loans
 
150,000

 

 

Proceeds from revolving credit facility
 
376,000

 
720,200

 
615,900

Paydowns of revolving credit facility
 
(345,600
)
 
(893,800
)
 
(611,850
)
Proceeds from construction loans
 
4,454

 
258

 
28,109

Scheduled principal payments on debt
 
(15,120
)
 
(14,450
)
 
(16,015
)
Defeasance costs of early extinguishment of debt
 
(23,827
)
 
(1,770
)
 

Debt issuance and assumption costs
 
(831
)
 
(4,330
)
 
(5,021
)
Termination of interest rate swaps
 
(108
)
 

 
(4,122
)
Taxes paid on net-share settlements
 
(2,977
)
 
(2,800
)
 
(2,345
)
Distributions paid on unvested restricted stock awards
 
(1,338
)
 
(1,086
)
 
(1,076
)
Distributions paid to common and preferred unitholders
 
(219,500
)
 
(179,749
)
 
(159,409
)
Distributions paid to noncontrolling partners – partially owned properties
 
(376
)
 
(635
)
 
(287
)
Redemption of common units for cash
 

 
(3,871
)
 

Net cash (used in) provided by financing activities
 
(271,052
)
 
(32,734
)
 
153,303

Net change in cash and cash equivalents
 
5,481

 
(8,403
)
 
(13,689
)
Cash and cash equivalents at beginning of period
 
16,659

 
25,062

 
38,751

Cash and cash equivalents at end of period
 
$
22,140

 
$
16,659

 
$
25,062

Supplemental disclosure of non-cash investing and financing activities
 
 

 
 

 
 

Loans assumed in connection with property acquisitions
 
$

 
$
(69,423
)
 
$

Issuance of common units in connection with property acquisitions
 
$

 
$
(14,182
)
 
$

Conversion of common and preferred operating partnership units to common stock
 
$
11,292

 
$
3,036

 
$
602

Change in accrued construction in progress
 
$
20,734

 
$
5,720

 
$
3,996

Change in fair value of derivative instruments, net
 
$
1,150

 
$
(170
)
 
$
(740
)
Change in fair value of redeemable noncontrolling interests
 
$
(7,937
)
 
$
4,462

 
$
(8,200
)
Supplemental disclosure of cash flow information
 
 

 
 

 
 

Interest paid
 
$
92,502

 
$
89,336

 
$
113,251

Income taxes paid
 
$
1,094

 
$
1,078

 
$
1,066



See accompanying notes to consolidated financial statements.

F-13

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



1. Organization and Description of Business
 
American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004. Through ACC’s controlling interest in American Campus Communities Operating Partnership, L.P. (“ACCOP”), ACC is one of the largest owners, managers and developers of high quality student housing properties in the United States in terms of beds owned and under management. ACC is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing and management of student housing properties. ACC’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ACC.”
 
The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC.  As of December 31, 2016, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties.  As of December 31, 2016, ACC owned an approximate 99.2% limited partnership interest in ACCOP.  As the sole member of the general partner of ACCOP, ACC has exclusive control of ACCOP’s day-to-day management.  Management operates ACC and ACCOP as one business.  The management of ACC consists of the same members as the management of ACCOP.  ACC consolidates ACCOP for financial reporting purposes, and ACC does not have significant assets other than its investment in ACCOP.  Therefore, the assets and liabilities of ACC and ACCOP are the same on their respective financial statements.  References to the “Company” means collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP.  References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP.  Unless otherwise indicated, the accompanying Notes to the Consolidated Financial Statements apply to both the Company and the Operating Partnership.
 
As of December 31, 2016, the Company's property portfolio contained 154 properties with approximately 95,200 beds.  The Company's property portfolio consisted of 121 owned off-campus student housing properties that are in close proximity to colleges and universities, 28 American Campus Equity (“ACE®”) properties operated under ground/facility leases with thirteen university systems and five on-campus participating properties operated under ground/facility leases with the related university systems.  Of the 154 properties, fourteen were under development as of December 31, 2016, and when completed will consist of a total of approximately 10,800 beds.  Our communities contain modern housing units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities.
 
Through one of ACC’s taxable REIT subsidiaries (“TRSs”), the Company also provides construction management and development services, primarily for student housing properties owned by colleges and universities, charitable foundations, and others.  As of December 31, 2016, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 49 properties that represented approximately 36,800 beds.  Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one to five years.  As of December 31, 2016, the Company's total owned and third-party managed portfolio included 203 properties with approximately 132,000 beds.
 
2.     Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. The Company's actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share, per share, unit and per unit amounts, are stated in thousands unless otherwise indicated.

Recently Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-1 (“ASU 2017-1”), “Business Combinations: Clarifying the Definition of a Business.” The amendments in this guidance clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public business entities for fiscal years beginning

F-14

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


after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted only for previously unreported transactions. The Company plans to adopt ASU 2017-1 as of January 1, 2017 and expects that most property acquisitions will be accounted for as asset acquisitions, and as a result, most transaction costs will be capitalized rather than expensed.

In November 2016, the FASB issued Accounting Standards Update 2016-18 (“ASU 2016-18”), “Statement of Cash Flows: Restricted Cash.” The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing whether ASU 2016-18 will have a material effect on its consolidated statements of cash flows.

In August 2016, the FASB issued Accounting Standards Update 2016-15 (“ASU 2016-15”), “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” The amendments in this update provide guidance on eight specific cash flow issues where there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing whether ASU 2016-15 will have a material effect on its consolidated statements of cash flows.

In June 2016, the FASB issued Accounting Standards Update 2016-13 (“ASU 2016-13”), “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption for the fiscal years beginning after December 15, 2018 is permitted. The Company is currently assessing whether ASU 2016-13 will have a material effect on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update 2016-05 (“ASU 2016-05”), “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” The amendments in this guidance clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt ASU 2016-05 as of January 1, 2017 and does not expect it to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases: Amendments to the FASB Accounting Standards Codification.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. With the adoption of ASU 2016-02, certain executory costs, recoveries and other components of revenue currently accounted for as lease components could be considered non-lease components subject to ASU 2014-09. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt ASU 2016-02 as of January 1, 2019. While the Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures, it expects to recognize right-of-use assets and related lease liabilities on its consolidated balance sheets related to ground leases under which it is the lessee.

In May 2014, the FASB issued Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers”.  ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries.  ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. Subsequent to the issuance of ASU 2014-09, the FASB has issued multiple Accounting Standards Updates clarifying multiple aspects of the new revenue recognition standard, which include the deferral of the effective date by one year, and additional guidance for partial sales of non-financial assets.  ASU 2014-09, as amended by subsequent

F-15

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


Accounting Standards Updates, is effective for public entities for interim and annual periods beginning after December 15, 2017 and may be applied using either a full retrospective or modified retrospective approach upon adoption.

The Company is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard, as well as evaluating methods of adoption. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements, as a substantial portion of its revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09, and will be evaluated with the adoption of the lease accounting standard, ASU 2016-02, discussed above. Additionally, the Company currently does not anticipate a material impact to its consolidated financial statements for property dispositions given the simplicity of the Company’s historical disposition transactions. The Company anticipates the primary effects of the new standard will be associated with the Company’s non-leasing revenue streams, which represent less than 5% of consolidated total revenues.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”), “Improvements to Employee Share-Based Payment Accounting.” The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-09 as of January 1, 2016. ASU 2016-09 did not have a material impact on the Company's consolidated financial statements. Refer to the accompanying consolidated statements of cash flows for details on the impact of the reclassification of taxes paid on net-share settlements from operating to financing activities.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-16 (“ASU 2015-16”), “Simplifying the Accounting for Measurement-Period Adjustments.”  Under the new guidance, the Company will no longer recognize a measurement-period adjustment retroactively in a business combination. Instead, measurement-period adjustments will be recognized during the period in which the amount of the adjustment is determined. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-03 (“ASU 2015-03”), “Simplifying the Presentation of Debt Issuance Costs.”  The impact of adopting ASU 2015-03 on the Company’s consolidated financial statements was the reclassification of deferred financing costs previously included in “other assets” to “secured mortgage, construction and bond debt”, “unsecured notes” and “unsecured term loans” within its consolidated balance sheets for all periods presented (see Note 10).  Other than these reclassifications, the adoption of ASU 2015-03 did not have an impact on the Company’s consolidated financial statements.

On January 1, 2016, the Company adopted Accounting Standards Update 2015-02 (“ASU 2015-02”), “Amendments to the Consolidation Analysis.”  The new guidance changed the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities.  The guidance did not amend the existing disclosure requirements for Variable Interest Entities (“VIEs”) or voting interest model entities.  The guidance, however, modified the requirements to qualify under the voting interest model and eliminated the presumption that a general partner should consolidate a limited partnership.  Under the revised guidance, ACCOP was determined to be a VIE.  As ACCOP was already included in the consolidated financial statements of the Company, the identification of this entity as a VIE had no impact on its consolidated financial statements.  There were no other legal entities qualifying under the scope of the revised guidance that were consolidated as a result of the adoption of this guidance. 

 Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 

F-16

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


Investments in Real Estate
 
Investments in real estate are recorded at historical cost.  Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset.  The cost of ordinary repairs and maintenance are charged to expense when incurred.  Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:
Buildings and improvements
 
7-40 years
Leasehold interest - on-campus
   participating properties
 
25-34 years (shorter of useful life or respective lease term)
Furniture, fixtures and equipment
 
3-7 years
 
Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred finance costs, are capitalized as construction in progress.  Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences.  Interest totaling approximately $12.3 million, $9.6 million and $8.8 million was capitalized during the years ended December 31, 2016, 2015 and 2014, respectively.  
 
Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal.  The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions.  If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change.  To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairments of the carrying values of its investments in real estate as of December 31, 2016, other than an impairment charge recorded for one property classified as held for sale as of December 31, 2016 (see Note 6).

The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values.  Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, the Company's own analysis of recently acquired and existing comparable properties in the Company's portfolio, and other market data.  Information obtained about each property as a result of due diligence, marketing and leasing activities is also considered.  The value allocated to land is generally based on the actual purchase price if acquired separately, or market research/comparables if acquired as part of an existing operating property.  The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using a replacement cost approach that relies upon assumptions that the Company believes are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. The Company has determined these estimates to have been primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy.

The Company records the acquisition of undeveloped land parcels and properties under development that do not meet the accounting criteria to be accounted for as business combinations at the purchase price paid and capitalizes the associated acquisition costs.

 Long-Lived Assets–Held for Sale
 
Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met:

a.
Management, having the authority to approve the action, commits to a plan to sell the asset.

b.
The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets.

c.
An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated.

d.
The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year.

F-17

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



e.
The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

f.
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
  
Concurrent with this classification, the asset is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. As discussed in more detail in Note 6, concurrent with the classification of one of the Company's wholly-owned properties as held for sale, the Company reduced the property's carrying amount to its estimated fair value less estimated selling costs which resulted in an impairment charge.

Discontinued Operations

A discontinued operation represents (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on an entity's operations and financial results; or (ii) an acquired business that is classified as held for sale on the date of acquisition. A strategic shift could include a disposal of (i) a separate major line of business; (ii) a separate major geographic area of operations; (iii) a major equity method investment; or (iv) other major parts of an entity. The Company classifies disposals of real estate that do not meet the definition of a discontinued operation within income from continuing operations in the accompanying consolidated statements of comprehensive income.

Owned On-Campus Properties
 
Under its ACE program, the Company, as lessee, has entered into ground/facility lease agreements with thirteen university systems to finance, construct, and manage 28 student housing properties.  Six properties were under construction as of December 31, 2016 with three scheduled to open for occupancy in Fall 2017 and three in Fall 2018.  The terms of the leases, including extension options, range from 30 to 90 years, and the lessor has title to the land and generally any improvements placed thereon.  The Company’s involvement in construction requires the lessor’s post construction ownership of the improvements to be treated as a sale with a subsequent leaseback by the Company.  However, these sale-leaseback transactions do not qualify for sale-leaseback accounting because of the Company’s continuing involvement in the constructed assets.  As a result of the Company’s continuing involvement, these leases are accounted for by the deposit method, in which the assets subject to the ground/facility leases are reflected at historical cost, less amortization, and the financing obligations are reflected at the terms of the underlying financing.
 
On-Campus Participating Properties
 
The Company has entered into ground and facility leases with three university systems and colleges to finance, construct, and manage five on-campus student housing facilities.  Under the terms of the leases, the lessor has title to the land and any improvements placed thereon.  With the exception of the Company's lease with West Virginia University, each lease terminates upon final repayment of the construction related financing, the amortization period of which is contractually stipulated. The Company’s involvement in construction requires the lessor’s post construction ownership of the improvements to be treated as a sale with a subsequent leaseback by the Company.  The sale-leaseback transaction has been accounted for as a financing, and as a result, any fee earned during construction is deferred and recognized over the term of the lease.  The resulting financing obligation is reflected at the terms of the underlying financing, i.e., interest is accrued at the contractual rates and principal reduces in accordance with the contractual principal repayment schedules.
 
The entities that own the on-campus participating properties are determined to be VIEs, with the Company being the primary beneficiary.  As such, the Company consolidates these properties for financial reporting purposes.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.  The Company maintains cash balances in various banks.  At times, the Company’s balances may exceed the amount insured by the FDIC.  As the Company only uses money-centered financial institutions, the Company does not believe it is exposed to any significant credit risk related to its cash and cash equivalents.
 

F-18

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


Restricted Cash
 
Restricted cash consists of funds held in trust and invested in low risk investments, generally consisting of government backed securities, as permitted by the indentures of trusts, which were established in connection with three bond issues for the Company's on-campus participating properties.  Additionally, restricted cash includes escrow accounts held by lenders and resident security deposits, as required by law in certain states.  Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities.  These escrow deposits are invested in interest-bearing accounts at federally-insured banks.  Realized and unrealized gains and losses are not material for the periods presented.

Loans Receivable
 
Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan purchase discounts, and net of an allowance for loan losses when such loan is deemed to be impaired.  Loan purchase discounts are amortized over the term of the loan.  The unamortized discount on the loans receivable was $2.8 million and $3.0 million as of December 31, 2016 and 2015, respectively. The Company considers a loan impaired when, based upon current information and events, it is probable that it will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement.  Management’s estimate of the collectability of principal and interest payments under the Company’s loans receivable from CaPFA Capital Corp. 2000F (“CaPFA”), which mature in December 2040 and carry a balance, net of discount, of approximately $58.5 million and $57.2 million as of December 31, 2016 and 2015, respectively, are highly dependent on the future operating performance of the properties securing the loans.  As future economic conditions and/or market conditions at the properties change, management will continue to evaluate the collectability of such amounts. The Company believes there were no impairments of the carrying value of its loans receivable as of December 31, 2016. Loans receivable are included in other assets on the accompanying consolidated balance sheets.

Intangible Assets
 
A portion of the purchase price of acquired properties is allocated to the value of in-place leases for both student and commercial tenants, which is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant.  As lease terms for student leases are typically one year or less, rates on in-place leases generally approximate market rental rates.  Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy, and costs to execute similar leases.  Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, as well as marketing and other operating expenses.  The value of in-place leases is amortized over the remaining initial term of the respective leases.  The purchase price of property acquisitions is not allocated to student tenant relationships, considering the terms of the leases and the expected levels of renewals.
 
In connection with the property acquisitions discussed in Note 5 herein, the Company capitalized approximately $0.6 million, $3.3 million and $0.9 million for the years December 31, 2016, 2015 and 2014, respectively, related to management’s estimate of the fair value of in-place leases assumed.  The net carrying amount of in-place leases at December 31, 2016 and 2015 was approximately $1.3 million and $1.6 million, respectively, and is included in other assets on the accompanying consolidated balance sheets. Amortization expense was approximately $0.9 million, $3.7 million and $2.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in depreciation and amortization expense in the accompanying consolidated statements of comprehensive income.  As of December 31, 2016, the remaining weighted average student and commercial in-place lease term was 6.1 years.  See Note 5 herein for an expanded discussion of the property acquisitions completed during 2016, 2015 and 2014.

For acquired properties subject to an in-place property tax incentive arrangement, a portion of the purchase price is allocated to the present value of expected future property tax savings over the projected incentive arrangement period. In connection with the property acquisitions discussed in Note 5 herein, the Company capitalized approximately $3.6 million, $13.7 million and $2.5 million for the years December 31, 2016, 2015 and 2014, respectively, related to management’s estimate of the fair value of in-place property tax incentive arrangements assumed. Unamortized in-place property tax incentive arrangements as of December 31, 2016 and 2015 were approximately $55.1 million and $56.8 million, respectively, and are included in other assets on the accompanying consolidated balance sheets. Amortization expense was approximately $2.9 million, $2.8 million and $1.3 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in wholly-owned properties operating expense in the accompanying consolidated statements of comprehensive income. As of December 31, 2016, the remaining weighted average tax incentive arrangement period was 20.8 years.   See Note 5 herein for an expanded discussion of the property acquisitions completed during 2016, 2015 and 2014.

F-19

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



Deferred Financing Costs

The Company defers financing costs and amortizes the costs over the terms of the related debt using the effective-interest method.  Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to earnings. In those instances when debt modifications do not include material changes to the terms of the underlying debt agreement, unamortized costs of the original instrument are added to the costs of the modification and amortized over the life of the modified debt using the effective interest method.  Deferred financing costs, net of amortization, for the Company's revolving credit facility are included in other assets on the accompanying consolidated balance sheets. Net deferred financing costs for the Company's revolving credit facility at December 31, 2016 and 2015 were approximately $1.4 million and $2.7 million, respectively. 

On January 1, 2016, the Company adopted ASU 2015-03, as discussed above, and as a result, deferred financing costs associated with secured mortgage, construction and bond debt, unsecured notes, and unsecured term loans are presented as a direct reduction to the carrying value of the debt (see Note 10).

Joint Ventures
 
The Company holds interests in both consolidated and unconsolidated joint ventures.  The Company consolidates joint ventures when it exhibits financial or operational control, which is determined using accounting standards related to the consolidation of joint ventures and VIEs.  For joint ventures that are defined as VIEs, the primary beneficiary consolidates the entity.  The Company considers itself to be the primary beneficiary of a VIE when it has the power to direct the activities that most significantly impact the performance of the VIE, such as management of day-to-day operations, preparing and approving operating and capital budgets, and encumbering or selling the related properties.  In instances where the Company is not the primary beneficiary, it does not consolidate the joint venture for financial reporting purposes.
 
For joint ventures that are not defined as VIEs, where the Company is the general partner, but does not control the joint venture as the other partners hold substantive participating rights, the Company uses the equity method of accounting.  For joint ventures where the Company is a limited partner, management evaluates whether the Company holds substantive participating rights. In instances where the Company holds substantive participating rights in the joint venture, the Company consolidates the joint venture; otherwise it uses the equity method of accounting.
 
Mortgage Debt - Premiums and Discounts
 
Mortgage debt premiums and discounts represent fair value adjustments to account for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s property acquisitions.  The mortgage debt premiums and discounts are included in secured mortgage, construction, and bond debt on the accompanying consolidated balance sheets and are amortized to interest expense over the term of the related mortgage loans using the effective-interest method.  The amortization of mortgage debt premiums and discounts resulted in a net decrease to interest expense of approximately $12.0 million, $12.0 million and $12.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.  As of December 31, 2016 and 2015, net unamortized mortgage debt premiums were approximately $26.8 million and $50.8 million, respectively. The Company did not have any unamortized debt discounts as of December 31, 2016 and net unamortized mortgage debt discounts were approximately $0.2 million as of December 31, 2015.

Unsecured Notes - Original Issue Discount
 
The Company has completed three offerings of senior unsecured notes totaling $1.2 billion that are detailed in Note 10 herein. The total unamortized original issue discount was approximately $1.9 million and $2.2 million as of December 31, 2016 and 2015, respectively, and is included in unsecured notes on the accompanying consolidated balance sheets. Amortization of the original issue discounts of approximately $0.3 million, $0.2 million, and $0.1 million for the years ended December 31, 2016, 2015, and 2014, respectively, is included in interest expense on the accompanying consolidated statements of comprehensive income.

Rental Revenues and Related Receivables

Students are required to execute lease contracts with payment schedules that vary from single to monthly payments. Receivables are recorded when billed, revenues and related lease incentives are recognized on a straight-line basis over the term of the contracts,

F-20

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


and balances are considered past due when payment is not received on the contractual due date. The Company generally requires each executed contract to be accompanied by a signed parental guaranty, and in certain cases a refundable security deposit. Security deposits are refundable, net of any outstanding charges, upon expiration of the underlying contract.

Allowances for receivables are established when management determines that collection of such receivables is doubtful. Management's determination of the adequacy of the allowances is based primarily on an analysis of the aging of receivables, historical bad debts, and current economic trends. When management has determined receivables to be uncollectible, which is typically after two years, they are removed as an asset with a corresponding reduction in the allowance for doubtful accounts.
 
The allowance for doubtful accounts is summarized as follows:
 
 
Balance, Beginning
of Period
 
Charged to
Expense
 
Write-Offs
 
Balance, End
of Period
Year ended December 31, 2014
 
$
15,926

 
$
10,894

 
$
(7,109
)
 
$
19,711

Year ended December 31, 2015
 
$
19,711

 
$
10,115

 
$
(12,772
)
(1 
) 
$
17,054

Year ended December 31, 2016
 
$
17,054

 
$
9,195

 
$
(9,794
)
(1 
) 
$
16,455

(1)
Write-offs include $3.1 million and $4.0 million related to properties disposed of during the years ended December 31, 2016 and 2015, respectively.
 
Tenant Reimbursements

Reimbursements from tenants, consisting of amounts due from tenants for utilities, are recognized as revenue in the period the recoverable costs are incurred. Tenant reimbursements are recognized and recorded on a gross basis, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier, and has credit risk.

Third-Party Development Services Revenue and Costs
 
Development revenues are generally recognized based on a proportional performance method based on contract deliverables, while construction revenues are recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs.  Costs associated with such projects are deferred and recognized in relation to the revenues earned on executed contracts.  For projects where the Company’s fee is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net fee generated on those projects.  Incentive fees are recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third-party.  The Company also evaluates the collectability of third-party fee income and expense reimbursements generated through the provision of development and construction management services based upon the individual facts and circumstances, including the contractual right to receive such amounts in accordance with the terms of the various projects, and reserves any amounts that are deemed to be uncollectible.
 
Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence.  Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations.  As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues.  Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income.  As of December 31, 2016, the Company has deferred approximately $9.2 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction.  Such costs are included in other assets on the accompanying consolidated balance sheets.

Third-Party Management Services Revenue
 
Management fees are recognized when earned in accordance with each management contract.  Incentive management fees are recognized when the incentive criteria have been met. The Company evaluates the collectability of revenue earned from third-

F-21

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


party management contracts and reserves any amounts deemed to be uncollectible based on the individual facts and circumstances of the projects and associated contracts.
 
Advertising Costs
 
Advertising costs are expensed during the period incurred, or as the advertising takes place, depending on the nature and term of the specific advertising arrangements.   Advertising expense approximated $12.8 million, $11.8 million and $14.2 million for the years ended December 31, 2016, 2015 and 2014, respectively.
 
Derivative Instruments and Hedging Activities
 
The Company records all derivative financial instruments on the balance sheet at fair value.  Changes in fair value are recognized either in earnings or as other comprehensive income, depending on whether the derivative has been designated as a fair value or cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the exposure being hedged, and how effective the derivative is at offsetting movements in underlying exposure.  The Company discontinues hedge accounting when: (i) it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate.  In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the balance sheet, recognizing changes in the fair value in current-period earnings.  The Company uses interest rate swaps to effectively convert a portion of its floating rate debt to fixed rate, thus reducing the impact of rising interest rates on interest payments.  These instruments are designated as cash flow hedges and the interest differential to be paid or received is accrued as interest expense. The Company’s counter-parties are major financial institutions.  See Note 13 for an expanded discussion on derivative instruments and hedging activities.
 
Common Stock Issuances and Costs
 
Specific incremental costs directly attributable to the Company’s equity offerings are deferred and charged against the gross proceeds of the offering.  As such, underwriting commissions and other common stock issuance costs are reflected as a reduction of additional paid in capital.  See Note 11 for an expanded discussion on common stock issuances and costs.
 
Share-Based Compensation
 
Compensation expense associated with share-based awards is recognized in the consolidated statements of comprehensive income based on the grant-date fair values net of the estimated forfeitures. Compensation expense is recognized over the period during which the employee is required to provide service in exchange for the award, which is generally the vesting period.  The estimated forfeitures included in compensation expense are adjusted to reflect actual forfeitures at the end of the vesting period. See Note 12 for an expanded discussion of the Company's share-based compensation awards.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its stockholders.  As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income it currently distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for the subsequent four taxable years.  Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local income and excise taxes on its income and property, and to federal income and excise taxes on its undistributed income.

The Company owns two TRSs, one of which manages the Company’s non-REIT activities and each of which is subject to federal, state and local income taxes.


F-22

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


3. Earnings Per Share
 
Earnings Per Share – Company
 
Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of shares of the Company’s common stock outstanding during the period.  Diluted earnings per share reflects common shares issuable from the assumed conversion of American Campus Communities Operating Partnership Units (“OP Units”) and common share awards granted.  Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share.
 
The following potentially dilutive securities were outstanding for the years ended December 31, 2016, 2015 and 2014, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive.
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Common OP Units (Note 9)
 
1,231,500

 

 
1,213,509

Preferred OP Units (Note 9)
 
90,763

 
109,775

 
111,279

Total potentially dilutive securities
 
1,322,263

 
109,775

 
1,324,788

 The following is a summary of the elements used in calculating basic and diluted earnings per share:
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Numerator - basic earnings per share:
 
 
 
 
 
 
Income from continuing operations
 
$
100,623

 
$
118,061

 
$
61,384

  Income from continuing operations attributable to
    noncontrolling interests
 
(1,562
)
 
(2,070
)
 
(1,231
)
  Income from continuing operations attributable to
    common stockholders
 
99,061

 
115,991

 
60,153

Amount allocated to participating securities
 
(1,338
)
 
(1,086
)
 
(1,076
)
  Income from continuing operations attributable to
    common stockholders, net of amount allocated to
    participating securities
 
97,723

 
114,905

 
59,077

 
 
 
 
 
 
 
Income from discontinued operations
 

 

 
2,720

Income from discontinued operations attributable to noncontrolling interests
 

 

 
(34
)
  Income from discontinued operations attributable
    to common stockholders
 

 

 
2,686

  Net income attributable to common stockholders -
    basic
 
$
97,723

 
$
114,905

 
$
61,763

 
 
 
 
 
 
 
Numerator - diluted earnings per share:
 


 
 
 
 
  Net income attributable to common stockholders - basic
 
$
97,723

 
$
114,905

 
$
61,763

  Income allocated to Common OP Units
 

 
1,282

 

  Net income attributable to common stockholders -
    diluted
 
$
97,723

 
$
116,187

 
$
61,763

 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
129,228,748

 
111,987,361

 
105,032,155

Unvested Restricted Stock Awards (Note 12)
 
789,981

 
680,980

 
679,265

Common OP Units (Note 9)
 

 
1,363,881

 

Diluted weighted average common shares outstanding
 
130,018,729

 
114,032,222

 
105,711,420



F-23

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


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Earnings per share – basic:
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, net of amount allocated to participating securities
 
$
0.76

 
$
1.03

 
$
0.56

Income from discontinued operations attributable to common stockholders
 
$

 
$

 
$
0.03

Net income attributable to common stockholders
 
$
0.76

 
$
1.03

 
$
0.59

Earnings per share – diluted:
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, net of amount allocated to participating securities
 
$
0.75

 
$
1.02

 
$
0.56

Income from discontinued operations attributable to common stockholders
 
$

 
$

 
$
0.02

Net income attributable to common stockholders
 
$
0.75

 
$
1.02

 
$
0.58


Earnings Per Unit – Operating Partnership
 
Basic earnings per OP Unit is computed using net income attributable to common unitholders and the weighted average number of common units outstanding during the period.  Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the earnings of the Operating Partnership.

The following is a summary of the elements used in calculating basic and diluted earnings per unit:
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Numerator - basic and diluted earnings per unit:
 
 
 
 
 
 
Income from continuing operations
 
$
100,623

 
$
118,061

 
$
61,384

  Income from continuing operations attributable to
    noncontrolling interests - partially owned properties
 
(456
)
 
(612
)
 
(352
)
  Income from continuing operations attributable to
    Series A preferred units
 
(146
)
 
(176
)
 
(175
)
Amount allocated to participating securities
 
(1,338
)
 
(1,086
)
 
(1,076
)
  Income from continuing operations attributable to
    common unitholders, net of amount allocated to
    participating securities
 
98,683

 
116,187

 
59,781

 
 
 
 
 
 
 
Income from discontinued operations
 

 

 
2,720

Income from discontinued operations attributable to Series A preferred units
 

 

 
(3
)
  Income from discontinued operations attributable
    to common unitholders
 

 

 
2,717

  Net income attributable to common unitholders
 
$
98,683

 
$
116,187

 
$
62,498

 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
Basic weighted average common units outstanding
 
130,460,248

 
113,351,242

 
106,245,664

Unvested Restricted Stock Awards (Note 12)
 
789,981

 
680,980

 
679,265

Diluted weighted average common units outstanding
 
131,250,229

 
114,032,222

 
106,924,929


F-24

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


 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Earnings per unit – basic:
 
 
 
 
 
 
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities
 
$
0.76

 
$
1.03

 
$
0.56

Income from discontinued operations attributable to common unitholders
 
$

 
$

 
$
0.03

Net income attributable to common unitholders
 
$
0.76

 
$
1.03

 
$
0.59

Earnings per unit – diluted:
 
 
 
 
 
 
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities
 
$
0.75

 
$
1.02

 
$
0.56

Income from discontinued operations attributable to common unitholders
 
$

 
$

 
$
0.02

Net income attributable to common unitholders
 
$
0.75

 
$
1.02


$
0.58


4.     Income Taxes
 
As mentioned in Note 2, the Company qualifies as a REIT under the Code.  As a REIT, the Company is not subject to federal income tax as long as it distributes at least 90% of its taxable income to its shareholders each year.  Therefore, no provision for federal income taxes for the REIT has been included in the accompanying consolidated financial statements.  If the Company fails to qualify as a REIT, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income and to federal income and excise taxes on its undistributed income. In addition, ACCOP is a flow-through entity and is not subject to federal income taxes at the entity level. Historically, the Company has incurred only state and local income, franchise and margin taxes.

The Company’s TRSs are subject to federal, state, and local income taxes.  As such, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the TRSs for financial reporting purposes and the amounts used for income tax purposes.  Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.  Significant components of the deferred tax assets and liabilities of the TRSs are as follows:
 
 
December 31,
 
 
2016
 
2015
Deferred tax assets:
 
 
 
 
Fixed and intangible assets
 
$
2,074

 
$
2,663

Net operating loss carryforwards
 
9,492

 
7,887

Prepaid and deferred income
 
2,417

 
2,326

Bad debt reserves
 
754

 
725

Accrued expenses and other
 
5,251

 
4,578

Stock compensation
 
2,866

 
2,454

Total deferred tax assets
 
22,854

 
20,633

Valuation allowance for deferred tax assets
 
(22,688
)
 
(20,431
)
Deferred tax assets, net of valuation allowance
 
166

 
202

 
 
 
 
 
Deferred tax liability:
 
 

 
 

Deferred financing costs
 
166

 
202

 
 
 
 
 
Net deferred tax liabilities
 
$

 
$

 

F-25

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


Significant components of the Company’s income tax provision are as follows: 
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Current:
 
 

 
 

 
 

  Federal
 
$

 
$

 
$

  State
 
(1,150
)
 
(1,242
)
 
(1,308
)
Deferred:
 
 

 
 

 
 

Federal
 

 

 

State
 

 

 

Total provision - continuing operations
 
$
(1,150
)
 
$
(1,242
)
 
$
(1,308
)

TRS earnings subject to tax consisted of losses of approximately $3.8 million, $3.3 million and $3.2 million for the years ended December 31, 2016, 2015 and 2014, respectively.  The reconciliation of income tax attributable to continuing operations for the TRSs computed at the U.S. statutory rate to income tax provision is as follows:
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Tax benefit at U.S. statutory rates on TRS income
  subject to tax
 
$
2,303

 
$
2,019

 
$
1,928

State income tax, net of federal income tax benefit
 
85

 
74

 
71

Effect of permanent differences and other
 
(88
)
 
(77
)
 
(72
)
Increase in valuation allowance
 
(2,300
)
 
(2,016
)
 
(1,927
)
TRS income tax provision
 
$

 
$

 
$

 
At December 31, 2016, the TRSs had net operating loss carryforwards (“NOLs”) of approximately $29.8 million for income tax purposes that begin to expire in 2026.  These NOLs may be used to offset future taxable income generated by each of the respective TRSs.  Due to the various limitations to which the use of NOLs are subject, the Company has applied a valuation allowance to the NOLs given the likelihood that the NOLs will expire unused.  Of the NOLs, approximately $3.7 million may be credited directly to additional paid in capital should subsequent tax benefits be recognized.  The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states’ jurisdictions as required, and as of December 31, 2016, the 2015, 2014 and 2013 calendar tax years are subject to examination by the tax authorities.

The Company had no material unrecognized tax benefits for the years ended December 31, 2016, the 2015, and 2014, and as of December 31, 2016, the Company does not expect to record any material unrecognized tax benefits. Because no material unrecognized tax benefits have been recorded, no related interest or penalties have been calculated.

A schedule of per share distributions the Company paid and reported to its shareholders, which is unaudited, is set forth in the following table:
 
 
Year Ended December 31,
Tax Treatment of Distributions:
 
2016
 
2015
 
2014
Ordinary income
 
$
0.3541

 
$
0.4658

 
$
0.9016

Long-term capital gain (1)
 
0.5145

 
0.5301

 
0.0107

Return of capital
 
0.7914

 
0.5841

 
0.5877

Total per common share outstanding
 
$
1.6600

 
$
1.5800

 
$
1.5000

 
(1) Unrecaptured Sec. 1250 gains of $0.5383, $0.5281 and $0.0248 were reported for the years ended December 31, 2016, the 2015, and 2014, respectively.


F-26

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


5. Property Acquisitions

Properties Under Development
During the year ended December 31, 2016, the Company secured the following in-process development properties for approximately $39.6 million. Total cash consideration of $40.7 million consisted of escrow deposits and cash paid at closing:
Property
 
Location
 
Primary University Served
 
Targeted Completion Date
 
Acquisition Date
 
Beds
Callaway House Apartments
 
Norman, OK
 
University of Oklahoma
 
August 2017
 
June 2016
 
915
U Centre on College
 
Clemson, SC
 
Clemson University
 
August 2017
 
June 2016
 
418
 
 
 
 
 
 
 
 
 
 
1,333

Operating Properties
During the year ended December 31, 2016, the Company acquired two wholly-owned properties for approximately $63.1 million. Total cash consideration of $62.1 million consisted of escrow deposits and cash paid at closing:
Property
 
Location
 
Primary University Served
 
Acquisition Date
 
Beds
University Crossings
 
Charlotte, NC
 
University of North Carolina
 
August 2016
 
546
U Point
 
Syracuse, NY
 
Syracuse University
 
October 2016
 
163
 
 
 
 
 
 
 
 
709

Since their respective acquisition dates, the operating properties discussed above contributed a combined $1.9 million of revenues for the year ended December 31, 2016.  These properties had a combined net loss of $0.1 million for the year ended December 31, 2016, which includes $0.3 million of acquisition-related costs such as broker fees, due diligence costs and legal and accounting fees that are included in wholly-owned properties operating expense on the accompanying consolidated statements of comprehensive income.

During 2015, the Company acquired eight wholly-owned properties containing 4,061 beds for a combined purchase price of approximately $378.3 million. As part of these transactions, the Company assumed approximately $69.4 million of mortgage debt and issued 343,895 Common OP Units, valued at $41.24 per unit.

During 2014, the Company acquired one property comprised of 610 beds located near the University of Georgia and a property containing a hotel near the University of Colorado campus. The existing hotel at the University of Colorado was demolished in the fourth quarter 2014 and a new 398-bed student housing facility was constructed and opened for occupancy in August 2016. The total consideration for these two acquisitions was approximately $75.1 million.


F-27

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


The following table summarizes the fair values of the assets acquired and liabilities assumed from the properties discussed above:
 
 
2016
 
2015
 
Assets acquired:
 
 
 
 
 
Land
 
$
14,720

 
$
26,766

 
Buildings and improvements
 
54,162

 
317,627

 
Furniture, fixtures and equipment
 
2,736

 
16,871

 
Construction in progress
 
27,806

 

 
Intangible assets
 
4,442

 
16,976

 
Other assets
 

 
3,117

 
Total assets acquired
 
$
103,866

 
$
381,357

 
 
 
 
 
 
 
Liabilities assumed:
 
 
 
 
 
Mortgage debt
 
$

 
$
(72,365
)
(1) 
Other liabilities
 
(1,062
)
 
(3,457
)
 
Total liabilities assumed
 
$
(1,062
)
 
$
(75,822
)
 
Net assets acquired
 
$
102,804

 
$
305,535

 
(1) 
Balance includes $3.0 million in premiums recorded to reflect mortgage debt at acquisition date fair value.

For the year ended December 31, 2016, the difference between the contracted purchase price of $102.7 million reflected above and the net assets acquired of $102.8 million is due to other assets and liabilities that were not part of the contractual purchase price, but were acquired in the transactions, as well as transaction costs capitalized as part of the acquisition of two in-process development properties.

For the year ended December 31, 2015, the difference between the contracted purchase price of $378.3 million reflected above and the net assets acquired of $305.5 million represents mortgage debt, other assets and liabilities that were not part of the contractual purchase price, but were acquired in the transactions. Consideration paid consisted of $291.4 million in cash paid at closing and stock valued at $14.2 million.

The acquired properties' results of operations have been included in the accompanying consolidated statements of comprehensive income since the respective acquisition closing dates, with the exception of properties under pre-sale agreements discussed below which were consolidated prior to their acquisition dates.  The following pro forma information for the years ended December 31, 2016, 2015, and 2014 presents consolidated financial information for the Company as if the property acquisitions discussed above had occurred at the beginning of the earliest period presented. The unaudited pro forma information is provided for informational purposes only and is not indicative of results that would have occurred or which may occur in the future:
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Total revenues
 
$
789,942

 
$
769,797

 
$
767,483

Net income attributable to common shareholders
 
$
99,941

 
$
123,101

 
$
69,374


Pre-sale Development Projects

As part of its development strategy, the Company has entered into pre-sale agreements to purchase various properties. Under the terms of these agreements, the Company is obligated to purchase the property as long as certain construction completion deadlines and other closing conditions are met. The Company is typically responsible for leasing, management, and initial operations of the project while the third-party developer retains development risk during the construction period. The entity that owns the property is deemed to be a VIE, and the Company is deemed to be the primary beneficiary of the VIE. As such, upon execution of the purchase and sale agreement, the Company records the assets, liabilities and noncontrolling interest of the entity owning the property at fair value.


F-28

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


During the year ended December 31, 2016, the Company entered into a pre-sale agreement to purchase the following wholly-owned property under development. Total estimated development costs of approximately $42.6 million include the purchase price, elected upgrades, and capitalized transaction costs.
Property
 
Location
 
Primary University Served
 
Targeted Completion Date
 
Beds
The Edge at Stadium Centre
 
Tallahassee, FL
 
Florida State University
 
August 2018
 
412

During 2015, the Company entered into a pre-sale agreement to purchase The Court, a wholly-owned property under development for $26.5 million. The property opened for operations in August 2016. The closing of the transaction occurred in May 2016 and was accounted for as an increase in ownership of a consolidated subsidiary. The property opened for operations in August 2016.

During 2013, the Company entered into a pre-sale agreement to purchase University Walk, a wholly-owned property under development. The property opened for operations in August 2014 and the closing of the transaction occurred in February 2015.
  
6. Property Dispositions and Discontinued Operations
 
Due to a change in accounting guidance adopted in 2014, property dispositions that do not represent a strategic shift in the Company’s operations no longer qualify as discontinued operations and are classified within income from continuing operations on the accompanying consolidated statements of comprehensive income for all periods presented. The operations for any properties sold during 2014 that were classified as held for sale as of December 31, 2013 were not subject to the new accounting guidance for discontinued operations and have been presented in discontinued operations in the accompanying consolidated statements of comprehensive income.

The following wholly-owned property was classified as held for sale on the accompanying consolidated balance sheet as of December 31, 2016:
Property
 
Location
 
Primary University Served
 
Beds
The Province - Dayton
 
Dayton, OH
 
Wright State University
 
657

The property is included in the Company's wholly-owned property segment. Concurrent with the classification of this property as held for sale, the Company reduced the property's carrying amount to its estimated fair value less estimated selling costs which resulted in an impairment charge of $4.9 million.

F-29

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



During the year ended December 31, 2016, the Company sold the following wholly-owned properties for approximately $581.8 million, resulting in net proceeds of approximately $571.4 million. The combined net gain on these dispositions totaled approximately $21.2 million.
Property
 
Location
 
Primary University Served
 
Beds
The Edge - Orlando
 
Orlando, FL
 
University of Central Florida
 
930
University Village - Sacramento
 
Sacramento, CA
 
California State Univ. - Sacramento
 
394
Abbott Place
 
East Lansing, MI
 
Michigan State University
 
654
Burbank Commons
 
Baton Rouge, LA
 
Louisiana State University
 
532
Campus Corner
 
Bloomington, IA
 
Indiana University
 
796
Campus Way
 
Tuscaloosa, AL
 
University of Alabama
 
680
Forest Village and Woodlake
 
Columbia, MO
 
University of Missouri
 
704
Garnet River Walk
 
West Columbia, SC
 
University of South Carolina
 
476
Grindstone Canyon
 
Columbia, MO
 
University of Missouri
 
384
Lions Crossing
 
State College, PA
 
Penn State University
 
696
Nittany Crossing
 
State College, PA
 
Penn State University
 
684
Pirates Place Townhomes
 
Greenville, NC
 
East Carolina University
 
528
The Centre
 
Kalamazoo, MI
 
Western Michigan University
 
700
The Cottages of Baton Rouge
 
Baton Rouge, LA
 
Louisiana State University
 
1,290
The Cottages of Columbia
 
Columbia, MO
 
University of Missouri
 
513
U Club Cottages
 
Baton Rouge, LA
 
Louisiana State University
 
308
University Club & The Grove (1)
 
Tallahassee, FL
 
Florida State University
 
736
University Crescent
 
Baton Rouge, LA
 
Louisiana State University
 
612
University Heights
 
Birmingham, AL
 
University of Alabama at Birmingham
 
528
University Manor
 
Greenville, NC
 
East Carolina University
 
600
University Oaks
 
Columbia, SC
 
University of South Carolina
 
662
 
 
 
 
 
 
13,407
(1) 
Consists of two phases that were previously counted separately in the Company's property portfolio numbers.

In 2015, the Company sold 20 wholly-owned properties and two land parcels for a combined sales price of approximately $436.9 million, resulting in proceeds of approximately $427.3 million. The combined net gain on these dispositions of approximately $52.7 million is included in income from continuing operations on the accompanying consolidated statements of comprehensive income.

In 2014, the Company sold one building containing 20 beds, a 480-bed wholly-owned property and two land parcels for a combined sales price of approximately $9.9 million, resulting in net proceeds of approximately $8.8 million. Prior to the sale of the wholly-owned property, the Company recorded the property at the lower of cost or fair value less estimated selling costs, resulting in an impairment charge of approximately $2.4 million. The properties' operations along with the impairment charge and resulting loss on disposition of approximately $0.4 million are included within income from continuing operations on the accompanying consolidated statements of comprehensive income for the year ended December 31, 2014.

In 2014, the Company sold one property, which was classified as held for sale as of December 31, 2013, containing 484 beds for a sales price of approximately $17.3 million, including the assumption of an existing $15.6 million mortgage loan by the purchaser, resulting in net proceeds of approximately $1.3 million. The resulting gain on disposition of approximately $2.8 million is included in discontinued operations on the accompanying consolidated statements of comprehensive income for the year ended December 31, 2014. This property contributed $0.3 million of revenues, $0.2 million of operating expenses and $0.2 million of nonoperating expenses for a net loss of $0.1 million for the year ended December 31, 2014.
 

F-30

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


7. Investments in Wholly-Owned Properties
 
Wholly-owned properties consisted of the following:
 
 
December 31,
 
 
 
2016
 
2015
 
Land (1)
 
$
568,266

 
$
597,894

 
Buildings and improvements
 
5,065,137

 
5,235,033

 
Furniture, fixtures and equipment
 
303,240

 
311,696

 
Construction in progress
 
349,498

 
154,988

 
 
 
6,286,141

 
6,299,611

 
Less accumulated depreciation
 
(859,127
)
 
(777,340
)
 
Wholly-owned properties, net (2)
 
$
5,427,014

 
$
5,522,271

 
(1) 
The land balance above includes undeveloped land parcels with book values of approximately $38.5 million and $66.2 million as of December 31, 2016 and 2015, respectively. It also includes land totaling approximately $61.2 million and $33.0 million as of December 31, 2016 and 2015, respectively, related to properties under development.
(2) 
Excludes the net book value of properties classified as held for sale in the accompanying consolidated balance sheet (see Note 6).

8. On-Campus Participating Properties
 
The Company is a party to ground/facility lease agreements (“Leases”) with three university systems (each, a “Lessor”) for the purpose of developing, constructing, and operating student housing facilities on university campuses. Under the terms of the Leases, title to the constructed facilities is held by the applicable Lessor and such Lessor receives a de minimis base rent paid at inception and 50% of defined net cash flows on an annual basis through the term of the lease.  The Leases with the Texas A&M University and University of Houston systems terminate upon the earlier to occur of the final repayment of the related debt, the amortization period of which is contractually stipulated, or the end of the lease term. The Lease with West Virginia University has an initial term of 40 years with two 10-year extensions at the Company's option.

The Company may not sell, assign, convey or transfer its leasehold interest in the West Virginia University student housing facility. In the event the Company seeks to sell its leasehold interest in the other four facilities, the Leases provide the applicable Lessor the right of first refusal of a bona fide purchase offer and an option to purchase the lessee’s rights under the applicable Lease.  Additionally, as discussed in Note 10, three of the on-campus participating properties are 100% financed with project-based taxable bonds.
 
In conjunction with the execution of each Lease, the Company has entered into separate agreements to manage the related facilities for a fee equal to a percentage of defined gross receipts. The terms of the management agreements are not contingent upon the continuation of the Leases.
 

F-31

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


On-campus participating properties are as follows: 
 
 
 
 
 
 
 
 
 
Lease
 
Required Debt
 
Historical Cost – December 31,
Lessor/University
 
Commencement
 
Repayment
 
2016
 
2015
Texas A&M University System /
Prairie View A&M University (1)
 
2/1/1996
 
9/1/2023
 
$
45,310

 
$
44,147

Texas A&M University System /
Texas A&M International
 
2/1/1996
 
9/1/2023
 
7,215

 
7,064

Texas A&M University System /
  Prairie View A&M University (2)
 
10/1/1999
 
8/31/2025
 
28,627

 
27,717

 
 
8/31/2028
 
 
University of Houston System /
  University of Houston (3)
 
9/27/2000
 
8/31/2035
 
37,960

 
37,381

West Virginia University / West Virginia University
 
7/16/2013
 
7/16/2045
 
43,817

 
43,676

 
 
 
 
 
 
162,929

 
159,985

Less accumulated amortization
 
 
 
 
 
(77,132
)
 
(69,856
)
On-campus participating properties, net
 
 
 
 
 
$
85,797

 
$
90,129

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

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

As discussed in Note 5, in December 2016, the Company entered into a pre-sale agreement to purchase The Edge at Stadium Centre. The $1.2 million equity contribution from the developer is reflected as noncontrolling interest - partially owned properties within capital on the accompanying consolidated balance sheets of the Operating Partnership as of December 31, 2016.

In July 2015, the Company entered into a pre-sale agreement to purchase The Court at Stadium Centre (See note 5). The initial $7.3 million equity contribution from the developer was reflected as noncontrolling interest - partially owned properties within capital on the accompanying consolidated balance sheets of the Operating Partnership as of December 31, 2015. At closing of the transaction, the Company paid $7.3 million in cash consideration to acquire the third-party developer's noncontrolling interest in the property.

In February 2015, the Company closed on the purchase of University Walk, a property previously subject to a pre-sale agreement. At closing, the Company paid $1.1 million in cash consideration for the third-party developer’s $1.5 million noncontrolling interest in the property. The difference of $0.4 million, which represented the excess of the carrying amount of the noncontrolling interest over the consideration paid, is reflected as an adjustment to additional paid in capital in the accompanying consolidated statements of changes in capital.

OP Units:  For the portion of OP Units that the Operating Partnership is required, either by contract or securities law, to deliver registered common shares of ACC to the exchanging OP unit holder, or for which the Operating Partnership has the intent or history of exchanging such units for cash, the Company classifies the units as “redeemable limited partners” in the mezzanine section of the consolidated balance sheets of the Operating Partnership. The units classified as such include Series A Preferred Units (“Preferred OP Units”) as well as common OP units that are not held by ACC or ACC Holdings. The value of redeemable

F-32

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


limited partners on the consolidated balance sheets of the Operating Partnership is reported at the greater of fair value, which is based on the closing market value of the Company's common stock at period end, or historical cost at the end of each reporting period. Changes in the value from period to period are charged to limited partners' capital on the consolidated statement of changes in capital of the Operating Partnership. 

Below is a table summarizing the activity of redeemable limited partners for the years ended December 31, 2016 and 2015:
Balance, December 31, 2014
$
54,472

Net income
1,458

Distributions
(2,329
)
Redeemable limited partner units issued as consideration (see Note 5)
14,182

Conversion of redeemable limited partner units into shares of ACC common stock
(3,000
)
Redemption of redeemable limited partner units for cash
(810
)
Adjustments to reflect redeemable limited partner units at fair value
(4,462
)
Balance, December 31, 2015
$
59,511

Net income
1,106

Distributions
(2,141
)
Conversion of redeemable limited partner units into shares of ACC common stock
(11,335
)
Adjustments to reflect redeemable limited partner units at fair value
7,937

Balance, December 31, 2016
$
55,078

 
During the year ended December 31, 2016, 280,915 Common OP Units and 31,846 Series A preferred units were converted into an equal number of shares of ACC’s common stock and during the year ended December 31, 2015, 118,474 Common OP Units and 1,000 Series A preferred units were converted into an equal number of shares of ACC’s common stock.  As of December 31, 2016 and December 31, 2015, approximately 0.8% and 1.2%, respectively, of the equity interests of the Operating Partnership was held by owners of common OP Units and Series A preferred units not held by ACC or ACC Holdings.

Company

The noncontrolling interests of the Company include the third-party equity interests in partially-owned properties, as discussed above, which are presented as a component of equity in the Company’s consolidated balance sheets. The Company’s noncontrolling interests also include the redeemable limited partners presented in the consolidated balance sheets of the Operating Partnership, which are referred to as “redeemable noncontrolling interests” in the mezzanine section of the Company’s consolidated balance sheets. Noncontrolling interests on the Company’s consolidated statements of comprehensive income include the income/loss attributable to third-party equity interests in partially-owned properties, as well as the income/loss attributable to redeemable noncontrolling interests (i.e. OP Units not held by ACC or ACC Holdings.)
 

F-33

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


10. Debt
 
On January 1, 2016, the Company adopted ASU 2015-03, and as a result, deferred financing costs associated with secured mortgage, construction and bond debt, unsecured notes, and unsecured term loans are now subject to the new accounting guidance and are presented as a direct reduction to the carrying value of the debt. Prior period amounts have been reclassified to conform to the current period presentation (see Note 2). A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows:
 
 
December 31,
 
 
 
2016
 
2015
 
Debt secured by wholly-owned properties:
 
 
 
 
 
Mortgage loans payable:
 
 
 
 
 
Unpaid principal balance
 
$
559,642

 
$
934,769

 
Unamortized deferred financing costs
 
(3,040
)
 
(5,084
)
 
Unamortized debt premiums
 
26,830

 
50,763

 
Unamortized debt discounts
 

 
(166
)
 
 
 
583,432

 
980,282

 
  Construction loans payable
 

 
5,559

(1) 
Unamortized deferred financing costs
 

 
(374
)
 
 
 
583,432

 
985,467

 
Debt secured by on-campus participating properties:
 
 
 
 

 
Mortgage loans payable
 
71,662

 
73,465

 
Bonds payable
 
33,870

 
36,935

 
Unamortized deferred financing costs
 
(769
)
 
(905
)
 
 
 
104,763

 
109,495

 
Total secured mortgage, construction and bond debt
 
688,195

 
1,094,962

 
Unsecured notes, net of unamortized OID and deferred financing costs (2)
 
1,188,737

 
1,186,700

 
Unsecured term loans, net of unamortized deferred financing costs (3)
 
149,065

 
597,719

 
Unsecured revolving credit facility
 
99,300

 
68,900

 
Total debt
 
$
2,125,297

 
$
2,948,281

 
  
(1) 
The loan used to partially finance the development of The Court was classified as a construction loan as of December 31, 2015 and is now reflected as a mortgage loan as of December 31, 2016, as construction of the property was completed and the property opened in August of 2016.
(2) 
Includes net unamortized original issue discount (“OID”) of $1.9 million at December 31, 2016 and $2.2 million at December 31, 2015, and net unamortized deferred financing costs of $9.3 million at December 31, 2016 and $11.1 million at December 31, 2015.
(3) 
Includes net unamortized deferred financing costs of $0.9 million at December 31, 2016 and $2.3 million at December 31, 2015.

Mortgage and Construction Loans Payable
 
Mortgage loans payable generally feature either monthly interest and principal payments or monthly interest-only payments with balloon payments due at maturity.  For purposes of classification in the following table, variable rate mortgage loans subject to interest rate swaps are deemed to be fixed rate, due to the Company having effectively fixed the interest rate for the underlying debt instrument.  Construction loans payable generally feature monthly payments of interest only during the term of the loan and any accrued interest and outstanding borrowings become due at maturity.  

F-34

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


Mortgage and construction loans payable, excluding debt premiums and discounts, consisted of the following as of December 31, 2016
 
 
 
 
December 31, 2016
 
 
Principal Outstanding
 
Weighted
 
Weighted
 
Number of
 
 
December 31,
 
Average
 
Average
 
Properties
 
 
2016
 
2015
 
Interest Rate
 
Years to Maturity
 
Encumbered
Fixed Rate:
 
 
 
 
 
 
 
 
 
 
Mortgage loans payable (1)
 
$
631,304

 
$
1,008,234

 
4.72
%
 
5.8 years
 
22

Construction loan payable
 

 
5,559

 

 

 

Total
 
$
631,304

 
$
1,013,793

 
4.72
%
 
5.8 years
 
22

 
(1) 
Fixed rate mortgage loans payable mature at various dates from August 2017 through July 2045 and carry interest rates ranging from 3.05% to 6.43%. A loan related to The Court was classified as a construction loan as of December 31, 2015 and is now reflected as a mortgage loan as of December 31, 2016, as construction of the property was completed and the property opened in August of 2016.
 
 During the twelve months ended December 31, 2016, the following transactions occurred: 
 
 
Mortgage Loans
Payable (1)
 
Construction Loans
Payable
Balance, December 31, 2015
 
$
1,058,831

 
$
5,559

Additions:
 
 
 
 

  Mortgage loan formerly classified as construction loan (2)
 
10,013

 
(10,013
)
  Draws under advancing construction notes payable (3)
 

 
4,454

Deductions:
 
 

 
 

  Pay-off of mortgage notes payable due to disposition (4)
 
(197,316
)
 
 
  Pay-off of maturing mortgage notes payable (5)
 
(177,655
)
 

Scheduled repayments of principal
 
(11,972
)
 

Amortization and write off of debt premiums and discounts
 
(23,767
)
 

Balance, December 31, 2016
 
$
658,134

 
$

 
(1) 
Balance includes unamortized debt premiums and discounts.
(2) 
Represents the reclassification of the loan used to partially finance the development and construction of The Court. This loan was classified as a construction loan as of December 31, 2015, and is now reflected as a mortgage loan as of December 31, 2016.
(3) 
Represents draws from the construction loan used to partially finance the development and construction of The Court.
(4) 
The Company paid off fixed rate mortgage debt on nine wholly-owned properties in connection with a portfolio disposition in November 2016.
(5) 
The Company paid off fixed rate mortgage debt nearing maturity on eleven wholly-owned properties.

During the year ended December 31, 2016, we paid $23.8 million in debt defeasance costs associated with the early pay-off of mortgage loans in connection with the sale of nine wholly-owned properties. These costs were partially offset by the net write off of $11.0 million of deferred financing costs, premiums and discounts, resulting in a loss from early extinguishment of debt of $12.8 million. During the year ended December 31, 2015, we incurred approximately $1.8 million of losses associated with the early pay-off of mortgage loans in connection with the sale of four wholly-owned properties.

Bonds Payable
 
Three of the on-campus participating properties are 100% financed with outstanding project-based taxable bonds.  Under the terms of these financings, one of the Company’s special purpose subsidiaries publicly issued three series of taxable bonds and loaned the proceeds to three special purpose subsidiaries that each hold a separate leasehold interest.  The bonds encumbering the leasehold interests are non-recourse, subject to customary exceptions.  Although a default in payment by these special purpose subsidiaries could result in a default under one or more series of bonds, indebtedness of any of these special purpose subsidiaries is not cross-defaulted or cross-collateralized with indebtedness of the Company, the Operating Partnership or other special purpose subsidiaries.  Repayment of principal and interest on these bonds is insured by MBIA, Inc.  Interest and principal are paid semi-annually and annually, respectively, through maturity.  Covenants include, among other items, budgeted and actual debt service coverage ratios.  


F-35

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


Bonds payable at December 31, 2016 consisted of the following:
 
 
 
 
 
 
 
Principal
 
Weighted
 
 
 
Required
 
Series
 
Mortgaged Facilities
Subject to Leases
 
 
Original
 
December 31, 2016
 
Average
Rate
 
Maturity
Date
 
Monthly
Debt Service
1999
 
University Village-PVAMU/TAMIU
 
$
39,270

 
$
19,025

 
7.76
%
 
September 2023
 
$
302

2001
 
University College–PVAMU
 
20,995

 
12,055

 
7.62
%
 
August 2025
 
158

2003
 
University College–PVAMU
 
4,325

 
2,790

 
6.14
%
 
August 2028
 
28

 
 
Total/weighted average rate
 
$
64,590

 
$
33,870

 
7.58
%
 
 
 
$
488

 
Unsecured Notes

The Company has issued the following senior unsecured notes:
Date Issued
 
Amount
 
% of Par Value
 
Coupon
 
Yield
 
Original Issue Discount
 
Term (Years)
April 2013
 
$
400,000

 
99.659
 
3.750%
 
3.791%
 
$
1,364

 
10
June 2014
 
400,000

 
99.861
 
4.125%
 
4.269%
(1) 
556

 
10
September 2015
 
400,000

 
99.811
 
3.350%
 
3.391%
 
756

 
5
 
 
$
1,200,000

 
 
 
 
 
 
 
$
2,676

 
 
(1) 
The yield includes effect of the amortization of the interest rate swap terminations (see Note 13 for details).

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

Unsecured Credit Facility

As of December 31, 2015, the Company had an aggregate unsecured credit facility totaling $1.1 billion which was comprised of two unsecured term loans totaling $600 million and a $500 million unsecured revolving credit facility. In January 2016, the Company refinanced $150 million of the $350 million term loan facility (“Term Loan I Facility”) by extending the maturity date of the $150 million portion from January 2017 to March 2021. In February 2016, the Company repaid the $250 million term loan facility (“Term Loan II Facility”) which was due to mature in 2018 using proceeds from the issuance of 17,940,000 shares of ACC’s common stock (see Note 11 for details). In connection with this pay-off, the Company accelerated the amortization of $1.1 million of deferred financing costs related to the Term Loan II Facility.

In November 2016, the Company repaid $200 million of the $350 million Term Loan I Facility, which was due to mature in January 2017, using proceeds from the sale of a portfolio of 19 properties (see Note 6). In connection with the repayment, the Company accelerated the amortization of $0.1 million of deferred financing costs and terminated various interest rate swap contracts (see Note 13 for details).

As of December 31, 2016, the Company had an aggregate unsecured credit facility totaling $650 million which was comprised of the remaining $150 million Term Loan I Facility and a $500 million unsecured revolving credit facility. The maturity date of the unsecured revolving credit facility is March 2018 and it can be extended for an additional 12 months to March 2019, subject to the satisfaction of certain conditions.

Each loan bears interest at a variable rate, at the Company’s option, based upon a base rate or one-, two-, three- or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group. In February 2016, Standard & Poor's upgraded the Company's investment grade rating from BBB- to BBB and in May 2016 Moody's Investors Service upgraded its corporate credit rating on the Company from Baa3 to Baa2. As a result of the credit rating upgrades, the spread on the unsecured credit facility decreased between 25 and 30 basis points. The Company has entered into two interest rate swap contracts with notional amounts totaling $150 million that effectively

F-36

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


fix the interest rate to a weighted average annual rate of 0.87% on the outstanding balance of the Term Loan I Facility (see Note 13 for details). Including the current spread of 1.10%, the all-in weighted average annual rate on the Term Loan I Facility was 1.97% at December 31, 2016. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the $500 million revolving credit facility.  As of December 31, 2016, the revolving credit facility bore interest at a weighted average annual rate of 2.02% (0.72% + 1.10% spread + 0.20% facility fee), and availability under the revolving credit facility totaled $400.7 million as of December 31, 2016.

The terms of the unsecured credit facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness, liens, and the disposition of assets.  The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain minimum leverage ratios and ratios of “EBITDA” (earnings before interest, taxes, depreciation and amortization) to fixed charges.  The Company may not pay distributions that exceed a specified percentage of funds from operations, as adjusted, for any four consecutive quarters.  The financial covenants also include consolidated net worth and leverage ratio tests.  As of December 31, 2016, the Company was in compliance with all such covenants.

In January 2017, the Company amended and expanded its senior unsecured revolving credit facility (see Note 19 for details).
 
Debt Maturities
 
The following table summarizes the stated debt maturities and scheduled amortization payments, excluding debt premiums and discounts, for each of the five years subsequent to December 31, 2016 and thereafter: 
 
 
 
 
2017
 
$
40,356

 
2018
 
272,953

 
2019
 
13,036

 
2020
 
455,046

 
2021
 
382,147

 
Thereafter
 
950,936

 
 
 
$
2,114,474

 
 

Payment of principal and interest were current at December 31, 2016.  Certain of the mortgage notes and bonds payable are subject to prepayment penalties.

11. Stockholders’ Equity / Partners’ Capital
 
Stockholders’ Equity – Company

In February 2016, ACC completed an equity offering, consisting of the sale of 17,940,000 shares of ACC’s common stock at a price of $41.25 per share, including 2,340,000 shares issued as a result of the exercise of the underwriters’ overallotment option in full at closing. The offering generated gross proceeds of approximately $740.0 million. The aggregate proceeds to ACC, net of the underwriting discount and expenses of the offering, were approximately $707.3 million.
 
In June 2015, the Company established an at-the-market share offering program (the “ATM Equity Program”) through which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $500 million.  The shares that may be sold under this program include shares of common stock of the Company with an aggregate offering price of approximately $194 million that were not sold under the Company's prior ATM program that expired in May 2015. Actual sales under the program will depend on a variety of factors, including, but not limited to, market conditions, the trading price of the Company’s common stock and determinations of the appropriate sources of funding for the Company.  


F-37

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


The following table presents activity under the Company’s ATM Equity Program:
 
 
Year Ended December 31,
 
 
2016
 
2015
Total net proceeds
 
$
75,090

 
$
213,416

Commissions paid to sales agents
 
$
953

 
$
3,250

Weighted average price per share
 
$
51.07

 
$
43.92

Shares of common stock sold
 
1,489,000

 
4,933,665


As of December 31, 2016, the Company had approximately $424 million available for issuance under its ATM Equity Program.

In 2015, the Company established a Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which vested share awards (see Note 12), salary and other cash amounts earned may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The value of the vested share awards held in the Deferred Compensation Plan is classified within stockholders’ equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. During the year ended December 31, 2016, 10,026 shares of ACC's common stock were deposited into the Deferred Compensation Plan, bringing total ACC shares held in the Deferred Compensation Plan to 20,181 as of December 31, 2016.
Partners’ Capital – Operating Partnership
 
In connection with the equity offering and ATM Equity Program discussed above, ACCOP issued a number of Common OP Units to ACC equivalent to the number of common shares issued by ACC.

12. Incentive Award Plan
 
In May 2010, the Company’s stockholders approved the American Campus Communities, Inc. 2010 Incentive Award Plan (the “Plan”).  The Plan provides for the grant of various stock-based incentive awards to selected employees and directors of the Company and the Company’s affiliates.  The types of awards that may be granted under the Plan include incentive stock options, nonqualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), profits interest units (“PIUs”) and other stock-based awards.  The Company has reserved a total of 1.7 million shares of the Company’s common stock for issuance pursuant to the Plan, subject to certain adjustments for changes in the Company’s capital structure, as defined in the Plan.  As of December 31, 2016, 715,272 shares were available for issuance under the Plan.

Restricted Stock Units
 
Upon initial appointment to the Board of Directors and reelection to the Board of Directors at each Annual Meeting of Stockholders, each outside member of the Board of Directors is granted RSUs.  On the Settlement Date, the Company will deliver to the recipients a number of shares of common stock or cash, as determined by the Compensation Committee of the Board of Directors, equal to the number of RSUs held by the recipients.  In addition, recipients of RSUs are entitled to dividend equivalents equal to the cash distributions paid by the Company on one share of common stock for each RSU issued, payable currently or on the Settlement Date, as determined by the Compensation Committee of the Board of Directors.
 
Upon reelection to the Board of Directors in May 2016, all members of the Company’s Board of Directors were granted RSUs in accordance with the Plan.  These RSUs were valued at $150,000 for the Chairman of the Board of Directors and at $105,000 for all other members.  The number of RSUs was determined based on the fair market value of the Company’s stock on the date of grant, as defined in the Plan.  All awards vested and settled immediately on the date of grant, and the Company delivered shares of common stock and cash, as determined by the Compensation Committee of the Board of Directors.  In addition, the Company appointed a new member to the Board of Directors in September 2016 and granted RSUs valued at 105,000.
 

F-38

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


A summary of the Company’s RSUs under the Plan for the years ended December 31, 2016 and 2015 is presented below: 
 
 
Number of
RSUs
 
Weighted-Average
Grant Date Fair Value
Per RSU
Outstanding at December 31, 2014
 

 
$

Granted
 
22,320

 
39.65

Settled in common shares
 
(16,491
)
 
39.77

Settled in cash
 
(5,829
)
 
39.34

Outstanding at December 31, 2015
 

 
$

Granted
 
18,908

 
46.81

Settled in common shares
 
(15,524
)
 
46.87

Settled in cash
 
(3,384
)
 
46.55

Outstanding at December 31, 2016
 

 
$

 
The Company recognized expense of approximately $0.9 million, $0.9 million and $0.6 million for the years ended December 31, 2016, 2015 and 2014, respectively, reflecting the fair value of the RSUs issued on the date of grant.  The weighted-average grant-date fair value for each RSU granted during the year ended December 31, 2014 was $38.54.
 
Restricted Stock Awards
 
The Company awards RSAs to its executive officers and certain employees that generally vest in equal annual installments over a five year period.  Unvested awards are forfeited upon the termination of an individual’s employment with the Company under specified circumstances.  Recipients of RSAs receive dividends, as declared by the Company’s Board of Directors, on unvested shares, provided that the recipient continues to be employed by the Company.  A summary of the Company’s RSAs under the Plan for the years ended December 31, 2016 and 2015 is presented below: 
 
 
Number of
RSAs
 
Weighted-Average
Grant Date Fair Value
Per RSA
Nonvested balance at December 31, 2014
 
609,514

 
$
38.31

Granted
 
286,178

 
44.23

Vested
 
(116,166
)
 
36.50

Forfeited (1)
 
(123,601
)
 
38.78

Nonvested balance at December 31, 2015
 
655,925

 
$
41.12

Granted
 
332,717

 
41.41

Vested
 
(127,352
)
 
40.19

Forfeited (1)
 
(88,189
)
 
40.47

Nonvested balance at December 31, 2016
 
773,101

 
$
41.47

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

The fair value of RSAs is calculated based on the closing market value of the Company’s common stock on the date of grant.  The fair value of these awards is amortized to expense over the vesting periods, which amounted to approximately $9.3 million, $7.5 million and $6.8 million for the years ended December 31, 2016, 2015 and 2014, respectively.  The weighted-average grant date fair value for each RSA granted and forfeited during the year ended December 31, 2014 was $34.52 and $36.75, respectively.
 
The total fair value of RSAs vested during the year ended December 31, 2016, was approximately $8.6 million.  Additionally, as of December 31, 2016, the Company had approximately $23.9 million of total unrecognized compensation cost related to these RSAs, which is expected to be recognized over a remaining weighted-average period of 3.1 years.

Per the provisions of the Plan, an employee becomes retirement eligible when (i) the sum of an employee’s full years of service (a minimum of 120 contiguous full months) and the employee’s age on the date of termination (a minimum of 50 years of age) equals or exceeds 70 years (hereinafter referred to as the “Rule of 70”); (ii) the employee gives at least six months prior written

F-39

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


notice to the Company of his or her intention to retire; and (iii) the employee enters into a noncompetition agreement and a general release of all claims in a form that is reasonably satisfactory to the Company.  As of December 31, 2016, 12 employees have met the Rule of 70 and a total of 226,545 unvested RSAs are held by such employees.  Once the other two conditions of retirement eligibility are met, the shares held by these employees will be subject to accelerated vesting.

13. Derivative Instruments and Hedging Activities
 
The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.  The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.
 
Cash Flow Hedges of Interest Rate Risk
 
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps and forward starting swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  Forward starting swaps are used to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (outside of earnings) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. Ineffectiveness resulting from the derivative instruments summarized below was immaterial for the years ended December 31, 2016, 2015 and 2014.
 
The following table summarizes the Company’s outstanding interest rate swap contracts as of December 31, 2016:
Hedged Debt Instrument
 
Effective Date
 
Maturity Date
 
Pay Fixed Rate
 
Receive Floating
Rate Index
 
Current Notional Amount
 
Fair Value
Cullen Oaks mortgage loan
 
Feb 18, 2014
 
Feb 15, 2021
 
2.2750%
 
LIBOR - 1 month
 
$
14,219

 
$
(329
)
Cullen Oaks mortgage loan
 
Feb 18, 2014
 
Feb 15, 2021
 
2.2750%
 
LIBOR - 1 month
 
14,365

 
(333
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8695%
 
LIBOR – 1 month
 
125,000

 
(2
)
Term Loan I Facility
 
Feb 2, 2012
 
Jan 2, 2017
 
0.8800%
 
LIBOR – 1 month
 
25,000

 

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

 
(435
)
 
 
 
 
 
 
 
 
Total
 
$
248,584

 
$
(1,099
)
      
In November 2016, in connection with the repayment of $200 million of the $350 million Term Loan I Facility, the Company terminated two swap contracts and reduced an additional contract from a notional amount of $100 million to a current notional amount of $25 million. The termination and reduction of these swap contracts resulted in a payment to the counterparty of $0.1 million and a reclassification out of other comprehensive income into earnings of $0.2 million, both of which were recorded as interest expense.

In March 2014, the Company entered into two forward starting interest rate swap contracts with notional amounts totaling $200 million designated to hedge the Company's exposure to increasing interest rates related to interest payments on an anticipated issuance of unsecured notes. In connection with the issuance of unsecured notes in June 2014, the Company terminated both swap contracts resulting in payments to both counterparties totaling approximately $4.1 million, which were recorded in accumulated other comprehensive loss and will be amortized to interest expense over the term of the unsecured notes. During both the years ended December 31, 2016 and 2015, $0.4 million was amortized from accumulated other comprehensive loss to interest expense. As of December 31, 2016 and 2015 approximately $3.1 million and $3.5 million of the $4.1 million payment remained to be amortized.

F-40

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



The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2016 and 2015:
 
 
Liability Derivatives
 
 
 
 
Fair Value as of
Description
 
Balance Sheet Location
 
December 31, 2016
 
December 31, 2015
 
 
 
 
 
 
 
Interest rate swap contracts
 
Other liabilities
 
$
1,099

 
$
2,454

Total derivatives designated
as hedging instruments
 
 
 
$
1,099

 
$
2,454

 
14. Fair Value Disclosures

Financial Instruments Carried at Fair Value
 
The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2016 and 2015, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.  In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access.  Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability, such as interest rates and yield curves observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
 
In instances in which the inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
Disclosures concerning financial instruments measured at fair value are as follows:
 
 
Fair Value Measurements as of
 
 
December 31, 2016
 
December 31, 2015
 
 
Quoted Prices in
Active Markets for
Identical Assets and
Liabilities (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets and
Liabilities (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
 
 
Total
Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Derivative financial instruments
 
$

 
$
1,099

 
$

 
$
1,099

 
$

 
$
2,454

 
$

 
$
2,454

Mezzanine:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership)
 
$

 
$
55,078

 
$

 
$
55,078

 
$

 
$
59,511

 
$

 
$
59,511

 
The Company uses derivative financial instruments, specifically interest rate swaps and forward starting swaps, for nontrading purposes.  The Company uses interest rate swaps to manage interest rate risk arising from previously unhedged interest payments associated with variable rate debt and forward starting swaps to reduce exposure to variability in cash flows relating to interest payments on forecasted issuances of debt.  Through December 31, 2016, derivative financial instruments were designated and qualified as cash flow hedges.  Derivative contracts with positive net fair values inclusive of net accrued interest receipts or payments are recorded in other assets.  Derivative contracts with negative net fair values, inclusive of net accrued interest payments or receipts, are recorded in other liabilities.  The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.  This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.  The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash

F-41

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


payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The Company incorporates credit valuation adjustments to appropriately reflect its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds and guarantees.
 
Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty.  However, as of December 31, 2016 and 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivative financial instruments.  As a result, the Company has determined each of its derivative valuations in its entirety is classified in Level 2 of the fair value hierarchy.
 
Redeemable noncontrolling interests in the Company (redeemable limited partners in the Operating Partnership) have a redemption feature and are marked to their redemption value.  The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore is calculated based on the fair value of the Company’s common stock at the balance sheet date.  Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, these instruments are classified in Level 2 of the fair value hierarchy.
 
Financial Instruments Not Carried at Fair Value
 
Cash and Cash Equivalents, Restricted Cash, Student Contracts Receivable, Other Assets, Accounts Payable and Accrued Expenses and Other Liabilities:  The Company estimates that the carrying amount approximates fair value, due to the short maturity of these instruments.
 
Loans Receivable: The fair value of loans receivable is based on a discounted cash flow analysis consisting of scheduled cash flows and discount rate estimates to approximate those that a willing buyer and seller might use. These financial instruments utilize Level 3 inputs.

Mortgage Loans Payable: The fair value of mortgage loans payable is based on the present value of the cash flows at current market interest rates through maturity.  The Company has concluded the fair value of these financial instruments utilize Level 2 inputs as the majority of the inputs used to value these instruments fall within Level 2 of the fair value hierarchy.

Bonds Payable: The fair value of bonds payable is based on quoted prices in markets that are not active due to the unique characteristics of these financial instruments; as such, the Company has concluded the inputs used to measure fair value fall within Level 2 of the fair value hierarchy.
 
Unsecured Notes: In calculating the fair value of unsecured notes, interest rate and spread assumptions reflect current creditworthiness and market conditions available for the issuance of unsecured notes with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

Unsecured Revolving Credit Facility: The fair value of this instrument approximates its carrying value due to the variable interest rate feature of the instrument.

 

F-42

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


The table below contains the estimated fair value and related carrying amounts for the Company’s financial instruments as of December 31, 2016 and 2015:
 
 
December 31, 2016
 
December 31, 2015
 
 
 
Estimated Fair Value
 
Carrying Amount
 
Estimated Fair Value
 
Carrying Amount
 
Assets:
 
 
 
 
 
 
 
 
 
Loans receivable
 
$
54,396

 
$
58,539

 
$
48,030

 
$
57,175

 
Liabilities:
 
 
 
 
 
 
 
 
 
Unsecured notes
 
$
1,211,344

 
$
1,188,737

(1) 
$
1,180,466

 
$
1,186,700

(1) 
Mortgage loans
 
$
644,617

 
$
654,794

(2) 
$
994,809

 
$
1,053,414

(2) 
Bonds payable
 
$
37,066

 
$
33,401

 
$
40,716

 
$
36,363

 
(1) 
Includes net unamortized OID and net unamortized deferred financing costs (see Note 10).
(2) 
Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 10).
     
15. Lease Commitments

As discussed in Note 2, the Company as lessee has entered into lease agreements with university systems and other third parties for the purpose of financing, constructing and operating student housing properties. Under the terms of the ground/facility leases, the lessor may receive annual minimum rent, variable rent based upon the operating performance of the property, or a combination thereof.  The Company records rent under the straight-line method over the term of the lease and any difference between the straight-line rent amount and amount payable under the lease terms is recorded as prepaid or deferred rent.  Straight-lined rental amounts are capitalized during the construction period and expensed upon the commencement of operations. 

Owned On-Campus Properties

Under its ACE program, the Company has entered into ground/facility lease agreements with thirteen university systems to finance, construct, and manage 28 student housing properties (see Note 2 for details).  As of December 31, 2016 and 2015, net prepaid ground rent totaled approximately $10.5 million and $8.9 million, respectively, and is included in other assets on the accompanying consolidated balance sheets. Under these ground/facility leases, the Company recognized rent expense of approximately $6.2 million, $5.3 million and $4.2 million for the years end December 31, 2016, 2015 and 2014, respectively, and capitalized rent of approximately $0.7 million, $0.4 million and $1.4 million for the years end December 31, 2016, 2015 and 2014, respectively. Rent expense is included in ground/facility leases expense in the accompanying consolidated statements of comprehensive income.

On-Campus Participating Properties

The Company is a party to ground/facility lease agreements with three university systems for the purpose of developing, constructing, and operating five student housing facilities on university campuses. Under the terms of the agreements, the lessor receives 50% of defined net cash flows on an annual basis through the term of the lease (see Note 2 and Note 8 for details). Under these leases, the Company recognized rent expense of approximately $3.0 million, $2.9 million and $3.2 million for the years end December 31, 2016, 2015 and 2014, respectively. Rent expense is included in ground/facility leases expense in the accompanying consolidated statements of comprehensive income.

Other Leases

The Company has entered into ground lease agreements with third parties for the purpose of constructing and operating its owned off-campus student housing properties.  As of December 31, 2016 and 2015, net deferred ground rent totaled approximately $3.2 million and $3.0 million, respectively, and is included in other liabilities on the accompanying consolidated balance sheets. Under these ground leases, the Company recognized rent expense of approximately $2.2 million, $2.2 million and $2.0 million for the years end December 31, 2016, 2015 and 2014, respectively. Rent expense is included in wholly-owned properties operating expenses in the accompanying consolidated statements of comprehensive income.

In addition, the Company is a party to a lease for corporate office space beginning December 2010, and expiring December 2020. Additionally, the Company entered into a lease for expansion space for its corporate office beginning December 2016 and expiring March 2024. The terms of the leases provide for a period of free rent, scheduled rental rate increases, and common area maintenance

F-43

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


charges upon expiration of the free rent period. The Company also has various operating leases for furniture, office and technology equipment, which expire through 2021.

There were no capital lease obligations outstanding as of December 31, 2016. Future minimum commitments over the life of all leases, which exclude variable rent payments, are as follows:
 
 
Operating
 
2017
 
$
7,671

 
2018
 
8,312

 
2019
 
8,812

 
2020
 
8,925

 
2021
 
8,577

 
Thereafter
 
323,914

 
Total minimum lease payments
 
$
366,211

 

16. Commitments and Contingencies
 
Commitments
 
Construction Contracts: As of December 31, 2016, the Company estimates additional costs to complete thirteen wholly-owned development projects currently under construction or under contract to begin construction, to be approximately $427.2 million. The Company expects to fund this amount through a combination of cash flows generated from operations, draws under the Company's unsecured revolving credit facility, issuance of securities under the Company's ATM Equity Program and potential debt or equity offerings under the Company's automatic shelf registration statement.

Pre-sale Arrangements: In December 2016, the Company entered into a pre-sale agreement to purchase The Edge at Stadium Centre, a property which will be completed in August 2018. Total estimated development costs of approximately $42.6 million include the purchase price, elected upgrades, and capitalized transaction costs. The Company is obligated to purchase the property as long as certain construction completion deadlines and other closing conditions are met. The company is responsible for leasing, management, and initial operations of the project while the third-party developer retains development risk during the construction period.

Development-related Guarantees: For certain of its third-party development projects, the Company commonly provides alternate housing and project cost guarantees, subject to force majeure. These guarantees are typically limited, on an aggregate basis, to the amount of the projects’ related development fees or a contractually agreed-upon maximum exposure amount.  Alternate housing guarantees typically expire within five days of scheduled completion, as defined, and generally require the Company to provide substitute living quarters and transportation for students to and from the university if the project is not complete by an agreed-upon completion date. Under project cost guarantees, the Company is responsible for the construction cost of a project in excess of an approved budget. The budget consists primarily of costs included in the general contractors’ guaranteed maximum price contract (“GMP”). In most cases, the GMP obligates the general contractor, subject to force majeure and approved change orders, to provide completion date guarantees and to cover cost overruns and liquidated damages. In addition, the GMP is typically secured with payment and performance bonds. Project cost guarantees expire upon completion of certain developer obligations, which are normally satisfied within one year after completion of the project. For two of its third-party development projects that are currently under construction with the same University system, the Company’s obligation to pay alternate housing costs and excess project costs are unlimited in amount.  However, if the Company’s payment obligation arises from force majeure or is caused by the owner, the owner agrees to reimburse the Company from future cash flow of the project, with such reimbursement being subordinate to any financing on the property but paid prior to the University receiving any cash flow from the property.  If the Company’s obligation is a result of the general contractor and/or design professionals’ negligence, the owner agrees to assign its right to recover from such party to the Company. Additionally, for these two projects, the Company’s exposure to such costs resulting from owner-caused delays, as defined, is limited to $1.5 million.  As of December 31, 2016, management did not anticipate any material deviations from schedule or budget related to third-party development projects currently in progress.

In the normal course of business, the Company enters into various development-related purchase commitments with parties that provide development-related goods and services.  In the event that the Company was to terminate development services prior to the completion of projects under construction, the Company could potentially be committed to satisfy outstanding purchase orders with such parties. 

F-44

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



In August 2013, the Company entered into an agreement to convey fee interest in a parcel of land, on which one of the Company's student housing properties resides (University Crossings), to Drexel University (the “University”). Concurrent with the land conveyance, the Company as lessee entered into a ground lease agreement with the University as lessor for an initial term of 40 years, with three 10-year extensions, at the Company’s option. The Company also agreed to convey the building and improvements to the University at an undetermined date in the future and to pay real estate transfer taxes not to exceed $2.4 million. The Company paid approximately $0.6 million in real estate transfer taxes upon the conveyance of land to the University, leaving approximately $1.8 million to be paid by the Company upon the transfer of the building and improvements.

Contingencies
 
Litigation:  The Company is subject to various claims, lawsuits and legal proceedings, as well as other matters that have not been fully resolved and that have arisen in the ordinary course of business.  While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations of the Company.  However, the outcome of claims, lawsuits and legal proceedings brought against the Company is subject to significant uncertainty.  Therefore, although management considers the likelihood of such an outcome to be remote, the ultimate results of these matters cannot be predicted with certainty.
 
Letters of Intent:  In the ordinary course of the Company’s business, the Company enters into letters of intent indicating a willingness to negotiate for acquisitions, dispositions or joint ventures.  Such letters of intent are non-binding (except with regards to exclusivity and confidentiality), and neither party to the letter of intent is obligated to pursue negotiations unless and until a definitive contract is entered into by the parties.  Even if definitive contracts are entered into, the letters of intent relating to the acquisition and disposition of real property and resulting contracts generally contemplate that such contracts will provide the acquirer with time to evaluate the property and conduct due diligence, during which periods the acquirer will have the ability to terminate the contracts without penalty or forfeiture of any material deposit or earnest money.  There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent or that the Company will consummate any transaction contemplated by any definitive contract.  Furthermore, due diligence periods for real property are frequently extended as needed.  Once the due diligence period expires, the Company is then at risk under a real property acquisition contract, but only to the extent of any non-refundable earnest money deposits associated with the contract and subject to normal closing conditions being met.
 
Environmental Matters:  The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Company’s results of operations and cash flows. 

17. Segments
 
The Company defines business segments by their distinct customer base and service provided.  The Company has identified four reportable segments: Wholly-Owned Properties, On-Campus Participating Properties, Development Services, and Property Management Services.  Management evaluates each segment’s performance based on operating income before depreciation, amortization, minority interests and allocation of corporate overhead.  Intercompany fees are reflected at the contractually stipulated amounts.
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
Wholly-Owned Properties
 
 
 
 
 
 
Rental revenues and other income
 
$
738,598

 
$
708,018

 
$
693,694

Interest income
 
1,170

 
1,071

 
1,079

Total revenues from external customers
 
739,768

 
709,089

 
694,773

Operating expenses before depreciation, amortization, ground/facility lease, and allocation of corporate overhead
 
(332,325
)
 
(330,932
)
 
(331,046
)
Ground/facility leases
 
(6,158
)
 
(5,297
)
 
(4,196
)
Interest expense
 
(18,552
)
 
(30,147
)
 
(42,906
)
Operating income before depreciation, amortization and allocation of corporate overhead
 
$
382,733

 
$
342,713

 
$
316,625

Depreciation and amortization
 
$
200,934

 
$
198,986

 
$
189,424

Capital expenditures
 
$
485,726

 
$
316,468

 
$
334,249

Total segment assets at December 31, (1)
 
$
5,672,360

 
$
5,804,068

 
$
5,598,276

 
 
 
 
 
 
 
On-Campus Participating Properties
 
 
 
 
 
 
Rental revenues and other income
 
$
33,433

 
$
31,586

 
$
28,534

Interest income
 
10

 
2

 
3

Total revenues from external customers
 
33,443

 
31,588

 
28,537

Operating expenses before depreciation, amortization, ground/facility lease, and allocation of corporate overhead
 
(12,224
)
 
(11,407
)
 
(10,437
)
Ground/facility lease
 
(3,009
)
 
(2,935
)
 
(3,201
)
Interest expense
 
(5,539
)
 
(5,833
)
 
(5,131
)
Operating income before depreciation, amortization and allocation of
   corporate overhead
 
$
12,671

 
$
11,413

 
$
9,768

Depreciation and amortization
 
$
7,343

 
$
7,034

 
$
5,688

Capital expenditures
 
$
2,944

 
$
2,943

 
$
29,621

Total segment assets at December 31, (1)
 
$
103,256

 
$
104,641

 
$
108,968

 
 
 
 
 
 
 
Development Services
 
 
 
 
 
 
Development and construction management fees
 
$
4,606

 
$
4,964

 
$
4,018

Operating expenses
 
(13,763
)
 
(13,732
)
 
(11,883
)
Operating loss before depreciation, amortization and allocation of corporate overhead
 
$
(9,157
)
 
$
(8,768
)
 
$
(7,865
)
Total segment assets at December 31, (1)
 
$
2,601

 
$
1,730

 
$
1,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Management Services
 
 
 
 
 
 
Property management fees from external customers
 
$
9,724

 
$
8,813

 
$
7,669

Intersegment revenues
 
23,082

 
23,054

 
22,889

Total revenues
 
32,806

 
31,867

 
30,558

Operating expenses
 
(12,089
)
 
(11,360
)
 
(12,400
)
Operating income before depreciation, amortization and allocation of
  corporate overhead
 
$
20,717

 
$
20,507

 
$
18,158

Total segment assets at December 31, (1)
 
$
7,997

 
$
9,432

 
$
6,513

 
 
 
 
 
 
 
Reconciliations
 
 
 
 
 
 
Total segment revenues and other income
 
$
810,623

 
$
777,508

 
$
757,886

Unallocated interest income earned on investments and corporate cash
 
4,301

 
3,348

 
3,086

Elimination of intersegment revenues
 
(23,082
)
 
(23,054
)
 
(22,889
)
Total consolidated revenues, including interest income
 
$
791,842

 
$
757,802

 
$
738,083

Segment operating income before depreciation, amortization and allocation of corporate overhead
 
$
406,964

 
$
365,865

 
$
336,686

Depreciation and amortization
 
(217,907
)
 
(214,338
)
 
(203,413
)
Net unallocated expenses relating to corporate interest and overhead
 
(90,745
)
 
(83,541
)
 
(67,956
)
Gain (loss) from disposition of real estate
 
21,197

 
52,699

 
(368
)
Provision for real estate impairment
 
(4,895
)
 

 
(2,443
)
Other nonoperating income
 

 
388

 
186

Loss from early extinguishment of debt
 
(12,841
)
 
(1,770
)
 

Income tax provision
 
(1,150
)
 
(1,242
)
 
(1,308
)
Income from continuing operations
 
$
100,623

 
$
118,061

 
$
61,384

 
 
 
 
 
 
 
Total segment assets (1)
 
$
5,786,214

 
$
5,919,871

 
$
5,715,287

Unallocated corporate assets (1)
 
79,699

 
86,377

 
100,757

Total assets at December 31,  (1)
 
$
5,865,913

 
$
6,006,248

 
$
5,816,044

(1) 
All prior periods presented have been changed to reflect the adoption of ASU 2015-03 (see Notes 2 and 10).


F-45

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


18. Quarterly Financial Information (Unaudited)
 
American Campus Communities, Inc.
 
The information presented below represents the quarterly consolidated financial results of the Company for the years ended December 31, 2016 and 2015.  
 
 
2016
 
 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
 
Total
 
Total revenues
 
$
199,995

 
$
185,983

 
$
196,411

 
$
203,972

 
$
786,361

 
Operating income
 
53,035

 
39,106

 
29,278

 
51,724

 
173,143

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
46,209

 
18,765

 
9,845

 
25,804

 
100,623

 
Net income attributable to noncontrolling interests
 
(622
)
 
(327
)
 
(201
)
 
(412
)
 
(1,562
)
 
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
 
$
45,587

 
$
18,438

 
$
9,644

 
$
25,392

 
$
99,061

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

 
$
0.14

 
$
0.07

 
$
0.19

 
$
0.76

(1) 
Net income attributable to common stockholders per share - diluted
 
$
0.36

 
$
0.14

 
$
0.07

 
$
0.19

 
$
0.75

(1) 
 (1)  
Net income per share is computed independently for each of the periods presented.  Therefore, the sum of quarterly net income per share amounts may not equal the total computed for the year.

 
 
2015
 
 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
 
Total
 
Total revenues
 
$
192,493

 
$
177,874

 
$
180,816

 
$
202,198

 
$
753,381

 
Operating income
 
50,176

 
34,452

 
18,551

 
53,725

 
156,904

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
71,267

 
15,918

 
2,016

 
28,860

 
118,061

 
Net income attributable to noncontrolling interests
 
(1,070
)
 
(338
)
 
(161
)
 
(501
)
 
(2,070
)
 
Net income attributable to ACC, Inc. and Subsidiaries common stockholders
 
$
70,197

 
$
15,580

 
$
1,855

 
$
28,359

 
$
115,991

 
Net income attributable to common stockholders per share - basic
 
$
0.63

 
$
0.14

 
$
0.01

 
$
0.25

 
$
1.03

 
Net income attributable to common stockholders per share - diluted
 
$
0.62

 
$
0.14

 
$
0.01

 
$
0.25

 
$
1.02

 

















F-46

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


American Campus Communities Operating Partnership, L.P.
 
The information presented below represents the quarterly consolidated financial results of the Operating Partnership for the years ended December 31, 2016 and 2015.  
 
 
2016
 
 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
 
Total
 
Total revenues
 
$
199,995

 
$
185,983

 
$
196,411

 
$
203,972

 
$
786,361

 
Operating income
 
53,035

 
39,106

 
29,278

 
51,724

 
173,143

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
46,209

 
18,765

 
9,845

 
25,804

 
100,623

 
Net income attributable to noncontrolling interests
 
(104
)
 
(104
)
 
(77
)
 
(171
)
 
(456
)
 
Series A preferred unit distributions
 
(42
)
 
(37
)
 
(36
)
 
(31
)
 
(146
)
 
Net income available to common unitholders
 
$
46,063

 
$
18,624

 
$
9,732

 
$
25,602

 
$
100,021

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

 
$
0.14

 
$
0.07

 
$
0.19

 
$
0.76

(1) 
Net income per unit attributable to common unitholders - diluted
 
$
0.36

 
$
0.14

 
$
0.07

 
$
0.19

 
$
0.75

(1) 
 
 
 
2015
 
 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
 
Total
 
Total revenues
 
$
192,493

 
$
177,874

 
$
180,816

 
$
202,198

 
$
753,381

 
Operating income
 
50,176

 
34,452

 
18,551

 
53,725

 
156,904

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
71,267

 
15,918

 
2,016

 
28,860

 
118,061

 
Net income attributable to noncontrolling interests
 
(323
)
 
(92
)
 
(92
)
 
(105
)
 
(612
)
 
Series A preferred unit distributions
 
(44
)
 
(44
)
 
(44
)
 
(44
)
 
(176
)
 
Net income available to common unitholders
 
$
70,900

 
$
15,782

 
$
1,880

 
$
28,711

 
$
117,273

 
Net income per unit attributable to common unitholders - basic
 
$
0.63

 
$
0.14

 
$
0.01

 
$
0.25

 
$
1.03

 
Net income per unit attributable to common unitholders - diluted
 
$
0.63

 
$
0.14

 
$
0.01

 
$
0.25

 
$
1.02

(1) 
 

(1)  
Net income per share is computed independently for each of the periods presented.  Therefore, the sum of quarterly net income per share amounts may not equal the total computed for the year.

 
19. Subsequent Events  

Departure/Appointment of Officers: On January 10, 2017, the Company announced that effective as of March 31, 2017 Jonathan A. Graf will resign as the Company's Executive Vice President and Chief Financial Officer, and will retire from the Company as of June 30, 2017. The Company and Mr. Graf entered into a Separation Agreement and Mutual General Release, dated as of January 10, 2017 (the “Separation Agreement”). The Separation Agreement provides, among other things, that (i) the Company will continue to pay Mr. Graf his base salary to which he is entitled under his current employment agreement through June 30, 2017 and will pay to Mr. Graf $2.1 million on June 30, 2017, (ii) Mr. Graf will retain all of the restricted stock awards, common units and other stock-based awards previously granted to him that have vested as of June 30, 2017 and all restricted stock awards or other stock-based awards unvested as of June 30, 2017 will vest on such date, and (iii) the Confidentiality and Noncompetition Agreement between the Company and Mr. Graf will survive the termination of Mr. Graf’s employment with the Company. The foregoing provisions are consistent with those set forth in Mr. Graf’s current employment agreement with respect to a termination without cause.

Also effective as of March 31, 2017, Daniel B. Perry, the Company’s Executive Vice President-Capital Markets, will be promoted to Executive Vice President and Chief Financial Officer.  


F-47

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


Effective January 10, 2017, the Company separated the roles of President and Chief Executive Officer, with William C. Bayless, Jr. remaining as Chief Executive Officer and James C. Hopke, Jr., Executive Vice President and Chief Operating Officer, being promoted to the position of President. Also effective January 10, 2017, Kim K. Voss, Executive Vice President and Controller, was promoted to the position of Executive Vice President and Chief Accounting Officer and Jennifer Beese, Executive Vice President-Operations, Marketing and Leasing was promoted to the position of Executive Vice President and Chief Operating Officer.

Credit Agreement: On January 11, 2017, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Agreement”). Pursuant to the Agreement, the Company increased the size of its existing unsecured revolving credit facility to $700 million, such that, when combined with the Company's existing $150 million Term Loan I Facility, the Company will have an aggregate unsecured credit facility of $850 million, which may be expanded by up to an additional $500 million upon the satisfaction of certain conditions.

In connection with the Agreement, the maturity date of the revolving credit facility was extended from March 1, 2018 to March 15, 2022. The maturity date for the Term Loan I Facility will remain the same at January 29, 2021. The Agreement provides for the interest rate on each loan at a variable rate, at the Company's option, based upon a base rate or one-, two-, three-, or six-month LIBOR plus, in each case a spread based upon the Company's investment grade rating.

In addition, the agreement included amendments to certain covenants, which include, among other things, the removal of certain provisions such as the minimum consolidated net worth requirement and the restriction on dividends in relation to Funds from Operations (“FFO”).  The agreement also includes additional covenants such as a minimum consolidated total asset value.

Distributions:  On January 25, 2017, the Company declared a distribution per share of $0.42 which was paid on February 17, 2017 to all common stockholders of record as of February 6, 2017.  At the same time, the Operating Partnership paid an equivalent amount per unit to holders of Common Units, as well as the quarterly cumulative preferential distribution to holders of Series A Preferred Units (see Note 9).



F-48

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


20. Schedule of Real Estate and Accumulated Depreciation
 
 
 
 
 
 
 
Initial Cost
 
 
 
Total Costs
 
 
 
 
 
 
 
 
Units
 
Beds
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Costs
Capitalized
Subsequent to
Acquisition / Initial Development
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Total (1)
 
Accumulated Depreciation
 
Encumbrances (2)
 
Year Built (3)
Wholly-Owned Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Callaway House
 
173

 
538

 
$
5,081

 
$
20,499

 
$
9,785

 
$
5,081

 
$
30,284

 
$
35,365

 
$
12,847

 
$

 
1999
The Village at Science Drive
 
192

 
732

 
4,673

 
19,021

 
4,221

 
4,673

 
23,242

 
27,915

 
9,317

 

 
2000
University Village at Boulder Creek
 
82

 
309

 
1,035

 
16,393

 
1,829

 
1,035

 
18,222

 
19,257

 
7,586

 

 
2002
University Village - Fresno
 
105

 
406

 
929

 
15,553

 
952

 
929

 
16,505

 
17,434

 
6,329

 

 
2004
University Village - Temple
 
220

 
749

 

 
41,119

 
2,793

 

 
43,912

 
43,912

 
15,318

 

 
2004
College Club Townhomes (4)
 
136

 
544

 
1,967

 
16,049

 
3,012

 
1,967

 
19,061

 
21,028

 
7,738

 

 
2002
University Club Apartments
 
94

 
376

 
1,416

 
11,848

 
1,843

 
1,416

 
13,691

 
15,107

 
5,077

 

 
1999
City Parc at Fry Street
 
136

 
418

 
1,902

 
17,678

 
2,129

 
1,902

 
19,807

 
21,709

 
7,067

 

 
2004
Entrada Real
 
98

 
363

 
1,475

 
15,859

 
2,449

 
1,475

 
18,308

 
19,783

 
5,784

 

 
2000
University Village at Sweethome
 
269

 
828

 
2,473

 
34,626

 
2,447

 
2,473

 
37,073

 
39,546

 
12,933

 

 
2005
University Village - Tallahassee (5)
 
217

 
716

 
4,322

 
26,225

 
5,248

 
4,322

 
31,473

 
35,795

 
10,200

 

 
1991
Royal Village Gainesville
 
118

 
448

 
2,386

 
15,153

 
1,962

 
2,386

 
17,115

 
19,501

 
5,694

 

 
1996
Royal Lexington
 
94

 
364

 
2,848

 
12,783

 
5,266

 
2,848

 
18,049

 
20,897

 
5,729

 

 
1994
Raiders Pass
 
264

 
828

 
3,877

 
32,445

 
3,430

 
3,877

 
35,875

 
39,752

 
11,453

 

 
2001
Aggie Station
 
156

 
450

 
1,634

 
18,821

 
1,648

 
1,634

 
20,469

 
22,103

 
6,311

 

 
2003
The Outpost - San Antonio
 
276

 
828

 
3,262

 
36,252

 
2,611

 
3,262

 
38,863

 
42,125

 
11,760

 

 
2005
Callaway Villas
 
236

 
704

 
3,903

 
32,286

 
1,352

 
3,903

 
33,638

 
37,541

 
10,673

 

 
2006
The Village on Sixth Avenue
 
248

 
752

 
2,763

 
22,480

 
3,388

 
2,763

 
25,868

 
28,631

 
8,329

 

 
1999
Newtown Crossing
 
356

 
942

 
7,013

 
53,597

 
1,978

 
7,013

 
55,575

 
62,588

 
16,662

 

 
2005
Olde Towne University Square
 
224

 
550

 
2,277

 
24,614

 
1,494

 
2,277

 
26,108

 
28,385

 
8,428

 

 
2005
Peninsular Place
 
183

 
478

 
2,306

 
16,559

 
1,154

 
2,306

 
17,713

 
20,019

 
5,942

 

 
2005
University Centre
 
234

 
838

 

 
77,378

 
3,666

 

 
81,044

 
81,044

 
22,224

 

 
2007
The Summit & Jacob Heights (5)
 
258

 
930

 
2,318

 
36,464

 
1,899

 
2,318

 
38,363

 
40,681

 
9,724

 

 
2004
GrandMarc Seven Corners
 
186

 
440

 
4,491

 
28,807

 
2,043

 
4,491

 
30,850

 
35,341

 
8,015

 

 
2000
Aztec Corner
 
180

 
606

 
17,460

 
32,209

 
1,748

 
17,460

 
33,957

 
51,417

 
8,436

 

 
2001
Tower at Third
 
188

 
375

 
1,145

 
19,128

 
11,450

 
1,267

 
30,456

 
31,723

 
8,425

 

 
1973
Willowtree Apartments and Tower (4)
 
473

 
851

 
9,807

 
21,880

 
3,749

 
9,807

 
25,629

 
35,436

 
7,272

 

 
1970
University Pointe
 
204

 
682

 
989

 
27,576

 
2,901

 
989

 
30,477

 
31,466

 
7,977

 

 
2004
University Trails
 
240

 
684

 
1,183

 
25,173

 
3,112

 
1,183

 
28,285

 
29,468

 
7,876

 

 
2003
Campus Trails
 
156

 
480

 
1,358

 
11,291

 
4,228

 
1,358

 
15,519

 
16,877

 
4,491

 

 
1991
Vista del Sol (ACE)
 
613

 
1,866

 

 
135,939

 
3,446

 

 
139,385

 
139,385

 
34,861

 

 
2008
Villas at Chestnut Ridge
 
196

 
552

 
2,756

 
33,510

 
1,165

 
2,756

 
34,675

 
37,431

 
8,918

 

 
2008
Barrett Honors College (ACE)
 
604

 
1,721

 

 
131,302

 
5,663

 

 
136,965

 
136,965

 
31,588

 

 
2009
Sanctuary Lofts
 
201

 
487

 
2,960

 
18,180

 
3,435

 
2,960

 
21,615

 
24,575

 
5,729

 

 
2006

F-49

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


 
 
 
 
 
 
Initial Cost
 
 
 
Total Costs
 
 
 
 
 
 
 
 
Units
 
Beds
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Costs
Capitalized
Subsequent to
Acquisition / Initial Development
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Total (1)
 
Accumulated Depreciation
 
Encumbrances (2)
 
Year Built (3)
Blanton Common
 
276

 
860

 
$
3,788

 
$
29,662

 
$
2,216

 
$
3,788

 
$
31,878

 
$
35,666

 
$
6,332

 
$
27,516

 
2005
The Edge- Charlotte
 
180

 
720

 
3,076

 
23,395

 
8,518

 
3,076

 
31,913

 
34,989

 
6,088

 

 
1999
University Walk
 
120

 
480

 
2,016

 
14,599

 
2,758

 
2,016

 
17,357

 
19,373

 
3,862

 

 
2002
Uptown Apartments
 
180

 
528

 
3,031

 
21,685

 
1,907

 
3,031

 
23,592

 
26,623

 
4,562

 

 
2004
2nd Ave Centre
 
274

 
868

 
4,434

 
27,236

 
3,158

 
4,434

 
30,394

 
34,828

 
6,841

 

 
2008
Villas at Babcock
 
204

 
792

 
4,642

 
30,901

 
411

 
4,642

 
31,312

 
35,954

 
8,048

 

 
2011
Lobo Village (ACE)
 
216

 
864

 

 
42,490

 
710

 

 
43,200

 
43,200

 
7,627

 

 
2011
Villas on Sycamore
 
170

 
680

 
3,000

 
24,640

 
687

 
3,000

 
25,327

 
28,327

 
6,835

 

 
2011
University Village Northwest   (ACE)
 
36

 
144

 

 
4,228

 
52

 

 
4,280

 
4,280

 
965

 

 
2011
26 West
 
367

 
1,026

 
21,396

 
63,994

 
6,002

 
21,396

 
69,996

 
91,392

 
11,277

 

 
2008
The Varsity
 
258

 
901

 
11,605

 
108,529

 
2,090

 
11,605

 
110,619

 
122,224

 
15,848

 

 
2011
Avalon Heights
 
210

 
754

 
4,968

 
24,345

 
8,034

 
4,968

 
32,379

 
37,347

 
5,045

 

 
2002
University Commons
 
164

 
480

 
12,559

 
19,010

 
2,479

 
12,559

 
21,489

 
34,048

 
3,348

 

 
2003
Casas del Rio (ACE)
 
283

 
1,028

 

 
40,639

 
650

 

 
41,289

 
41,289

 
10,286

 

 
2012
The Suites (ACE) (4)
 
439

 
878

 

 
45,296

 
410

 

 
45,706

 
45,706

 
7,401

 

 
2013
Hilltop Townhomes (ACE)
 
144

 
576

 

 
31,507

 
317

 

 
31,824

 
31,824

 
6,527

 

 
2012
U Club on Frey (4)
 
216

 
864

 
8,703

 
36,873

 
378

 
8,703

 
37,251

 
45,954

 
6,105

 

 
2013
Campus Edge on UTA Boulevard
 
128

 
488

 
2,661

 
21,233

 
441

 
2,661

 
21,674

 
24,335

 
4,432

 

 
2012
U Club Townhomes on Marion Pugh
 
160

 
640

 
6,722

 
26,546

 
697

 
6,722

 
27,243

 
33,965

 
5,834

 

 
2012
Villas on Rensch
 
153

 
610

 
10,231

 
33,852

 
494

 
10,231

 
34,346

 
44,577

 
6,493

 

 
2012
The Village at Overton Park
 
163

 
612

 
5,262

 
29,374

 
382

 
5,262

 
29,756

 
35,018

 
6,183

 

 
2012
Casa de Oro (ACE)
 
109

 
365

 

 
12,362

 
102

 

 
12,464

 
12,464

 
2,782

 

 
2012
The Villas at Vista del Sol  (ACE)
 
104

 
400

 

 
20,421

 
261

 

 
20,682

 
20,682

 
4,663

 

 
2012
The Block
 
669

 
1,555

 
22,270

 
141,430

 
9,175

 
22,270

 
150,605

 
172,875

 
18,175

 

 
2008
University Pointe at College Station (ACE)
 
282

 
978

 

 
84,657

 
1,473

 

 
86,130

 
86,130

 
17,950

 

 
2012
309 Green
 
110

 
416

 
5,351

 
49,987

 
2,172

 
5,351

 
52,159

 
57,510

 
6,820

 
30,816

 
2008
The Retreat
 
187

 
780

 
5,265

 
46,236

 
1,999

 
5,265

 
48,235

 
53,500

 
6,344

 

 
2012
Lofts54
 
43

 
172

 
430

 
14,741

 
960

 
430

 
15,701

 
16,131

 
2,221

 
10,610

 
2008
Campustown Rentals
 
264

 
746

 
2,382

 
40,190

 
3,604

 
2,382

 
43,794

 
46,176

 
6,617

 

 
1982
Chauncey Square
 
158

 
386

 
2,522

 
40,013

 
1,495

 
2,522

 
41,508

 
44,030

 
5,592

 

 
2011
Vintage & Texan West Campus (4)
 
124

 
311

 
5,937

 
11,906

 
15,304

 
5,937

 
27,210

 
33,147

 
3,426

 
8,549

 
2008
The Castilian
 
371

 
623

 
3,663

 
59,772

 
33,045

 
3,663

 
92,817

 
96,480

 
11,438

 

 
1967
Bishops Square
 
134

 
315

 
1,206

 
17,878

 
1,190

 
1,206

 
19,068

 
20,274

 
2,892

 
11,377

 
2002
Union
 
54

 
120

 
169

 
6,348

 
745

 
169

 
7,093

 
7,262

 
1,041

 
3,536

 
2006
922 Place
 
132

 
468

 
3,363

 
34,947

 
2,993

 
3,363

 
37,940

 
41,303

 
5,522

 
30,909

 
2009
Campustown
 
452

 
1,217

 
1,818

 
77,894

 
3,406

 
1,818

 
81,300

 
83,118

 
10,382

 

 
1997
River Mill
 
243

 
461

 
1,741

 
22,806

 
3,001

 
1,741

 
25,807

 
27,548

 
3,668

 

 
1972

F-50

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


 
 
 
 
 
 
Initial Cost
 
 
 
Total Costs
 
 
 
 
 
 
 
 
Units
 
Beds
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Costs
Capitalized
Subsequent to
Acquisition / Initial Development
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Total (1)
 
Accumulated Depreciation
 
Encumbrances (2)
 
Year Built (3)
Landmark
 
173

 
606

 
$
3,002

 
$
118,168

 
$
833

 
$
3,002

 
$
119,001

 
$
122,003

 
$
14,272

 
$

 
2012
Icon Plaza
 
56

 
253

 
6,292

 
65,857

 
3,030

 
6,292

 
68,887

 
75,179

 
8,323

 

 
2012
The Province - Greensboro
 
219

 
696

 
2,226

 
48,567

 
808

 
2,226

 
49,375

 
51,601

 
6,657

 
28,129

 
2011
RAMZ Apts on Broad
 
88

 
172

 
785

 
12,303

 
493

 
785

 
12,796

 
13,581

 
1,687

 

 
2004
The Lofts at Capital Garage
 
36

 
144

 
313

 
3,581

 
471

 
313

 
4,052

 
4,365

 
635

 

 
2000
25 Twenty
 
249

 
562

 
2,226

 
33,429

 
880

 
2,226

 
34,309

 
36,535

 
5,203

 
26,153

 
2011
The Province - Louisville
 
366

 
858

 
4,392

 
63,068

 
1,156

 
4,392

 
64,224

 
68,616

 
8,905

 
36,666

 
2009
West 27th Place
 
161

 
475

 
13,900

 
76,720

 
940

 
13,900

 
77,660

 
91,560

 
9,243

 
38,179

 
2011
The Province - Rochester
 
336

 
816

 
3,798

 
70,955

 
1,956

 
3,798

 
72,911

 
76,709

 
9,854

 
34,363

 
2010
5 Twenty Four & 5 Twenty Five Angliana (4)
 
376

 
1,060

 

 
60,448

 
1,326

 

 
61,774

 
61,774

 
8,654

 
25,421

 
2010
The Province - Tampa
 
287

 
947

 

 
52,943

 
2,488

 

 
55,431

 
55,431

 
7,768

 
32,273

 
2009
U Point Kennesaw
 
216

 
795

 
1,482

 
61,654

 
4,131

 
1,482

 
65,785

 
67,267

 
9,492

 

 
2012
The Cottages of Durham
 
141

 
619

 
3,955

 
41,421

 
1,876

 
3,955

 
43,297

 
47,252

 
7,067

 

 
2012
The Province - Dayton (7)
 
200

 
657

 
1,211

 
32,983

 
(3,866
)
 
1,211

 
29,117

 
30,328

 
4,978

 

 
2009
University Edge
 
201

 
608

 
4,500

 
26,385

 
995

 
4,500

 
27,380

 
31,880

 
3,467

 

 
2012
The Lodges of East Lansing phase I & II
 
364

 
1,049

 
6,472

 
89,231

 
1,128

 
6,472

 
90,359

 
96,831

 
11,392

 
29,678

 
2012
7th Street Station
 
82

 
309

 
9,792

 
16,472

 
442

 
9,792

 
16,914

 
26,706

 
2,203

 

 
2012
U Club on Woodward
 
112

 
448

 
6,703

 
21,654

 
209

 
6,703

 
21,863

 
28,566

 
3,220

 

 
2013
The Callaway House Austin
 
219

 
753

 

 
61,550

 
294

 

 
61,844

 
61,844

 
8,441

 

 
2013
Manzanita (ACE)
 
241

 
816

 

 
48,781

 
251

 

 
49,032

 
49,032

 
7,278

 

 
2013
University View (ACE)
 
96

 
336

 

 
14,683

 
136

 

 
14,819

 
14,819

 
2,169

 

 
2013
U Club Townhomes at Overton Park
 
112

 
448

 
7,775

 
21,483

 
266

 
7,775

 
21,749

 
29,524

 
3,143

 

 
2013
601 Copeland
 
81

 
283

 
1,457

 
26,699

 
184

 
1,457

 
26,883

 
28,340

 
3,246

 

 
2013
The Townhomes at Newtown Crossing
 
152

 
608

 
7,745

 
32,074

 
376

 
7,745

 
32,450

 
40,195

 
3,926

 

 
2013
Chestnut Square (ACE)
 
220

 
861

 

 
98,369

 
2,088

 

 
100,457

 
100,457

 
12,656

 

 
2013
Park Point
 
300

 
924

 
7,827

 
73,495

 
3,867

 
7,827

 
77,362

 
85,189

 
8,917

 
70,000

 
2008
U Centre at Fry Street
 
194

 
614

 
2,902

 
47,700

 
1,293

 
2,902

 
48,993

 
51,895

 
4,969

 

 
2012
Cardinal Towne
 
255

 
545

 
6,547

 
53,809

 
2,189

 
6,547

 
55,998

 
62,545

 
5,426

 
37,250

 
2010
The Standard
 
190

 
610

 
4,674

 
57,310

 
834

 
4,674

 
58,144

 
62,818

 
4,187

 

 
2014
Stanworth Commons Phase I (ACE)
 
127

 
214

 

 
30,930

 
17

 

 
30,947

 
30,947

 
2,622

 

 
2014
The Plaza on University
 
364

 
1,313

 
23,987

 
85,584

 
3,118

 
23,987

 
88,702

 
112,689

 
8,247

 

 
2014
U Centre at Northgate (ACE)
 
196

 
784

 

 
35,663

 
144

 

 
35,807

 
35,807

 
3,555

 

 
2014
University Walk
 
177

 
526

 
4,341

 
29,073

 
613

 
4,341

 
29,686

 
34,027

 
2,004

 

 
2014
Park Point
 
66

 
226

 

 
25,725

 
3,182

 

 
28,907

 
28,907

 
1,402

 
11,261

 
2010
1200 West Marshall
 
136

 
406

 
4,397

 
33,908

 
1,441

 
4,397

 
35,349

 
39,746

 
2,075

 

 
2013
8 1/2 Canal Street
 
160

 
540

 
2,797

 
45,394

 
1,274

 
2,797

 
46,668

 
49,465

 
2,502

 

 
2011
Vistas San Marcos
 
255

 
600

 
586

 
45,761

 
4,395

 
586

 
50,156

 
50,742

 
3,596

 

 
2013

F-51

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


 
 
 
 
 
 
Initial Cost
 
 
 
Total Costs
 
 
 
 
 
 
 
 
Units
 
Beds
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Costs
Capitalized
Subsequent to
Acquisition / Initial Development
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Total (1)
 
Accumulated Depreciation
 
Encumbrances (2)
 
Year Built (3)
Crest at Pearl
 
141

 
343

 
$
4,395

 
$
36,268

 
$
858

 
$
4,395

 
$
37,126

 
$
41,521

 
$
1,905

 
$

 
2014
U Club Binghamton
 
186

 
710

 
3,584

 
48,559

 
1,694

 
3,584

 
50,253

 
53,837

 
2,262

 

 
2005
Stadium Centre
 
367

 
710

 
7,424

 
74,932

 
2,042

 
7,424

 
76,974

 
84,398

 
3,759

 
56,944

 
2014
160 Ross
 
182

 
642

 
2,962

 
38,478

 
189

 
2,962

 
38,667

 
41,629

 
2,188

 

 
2015
U Club on Woodward Phase II
 
124

 
496

 
9,647

 
25,328

 
81

 
9,647

 
25,409

 
35,056

 
1,492

 

 
2015
The Summit at University City (ACE)
 
351

 
1,315

 

 
154,770

 
466

 

 
155,236

 
155,236

 
6,698

 

 
2015
2125 Franklin
 
192

 
734

 
8,299

 
55,716

 
202

 
8,299

 
55,918

 
64,217

 
2,598

 

 
2015
University Crossings - Charlotte
 
187

 
546

 
645

 
36,838

 
2,899

 
645

 
39,737

 
40,382

 
417

 

 
2014
U Point
 
54

 
163

 
1,425

 
17,325

 
872

 
1,425

 
18,197

 
19,622

 
136

 

 
2016
The Court at Stadium Centre
 
80

 
260

 
1,825

 
25,884

 
18

 
1,825

 
25,902

 
27,727

 
338

 
10,012

 
2016
U Club on 28th
 
100

 
398

 
9,725

 
44,907

 
18

 
9,725

 
44,925

 
54,650

 
595

 

 
2016
Currie Hall (ACE)
 
178

 
456

 

 
49,836

 
18

 

 
49,854

 
49,854

 
768

 

 
2016
University Pointe (ACE)
 
134

 
531

 

 
44,007

 
18

 

 
44,025

 
44,025

 
590

 

 
2016
Fairview House (ACE)
 
107

 
633

 

 
37,620

 
18

 

 
37,638

 
37,638

 
654

 

 
2016
U Club Sunnyside
 
134

 
534

 
7,423

 
41,748

 
17

 
7,423

 
41,765

 
49,188

 
626

 

 
2016
Merwick Stanworth Phase II (ACE)
 
198

 
379

 

 
48,978

 
18

 

 
48,996

 
48,996

 
617

 

 
2016
University Crossings (ACE)
 
260

 
1,016

 

 
50,668

 
38,810

 

 
89,478

 
89,478

 
18,897

 

 
2003
Properties Under Development (8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Arizona State University Residence Hall (ACE)
 
429

 
1,594

 

 
67,725

 

 

 
67,725

 
67,725

 

 

 
2017
Sky View (ACE)
 
163

 
626

 

 
31,189

 

 

 
31,189

 
31,189

 

 

 
2017
University Square (ACE)
 
143

 
466

 

 
14,778

 

 

 
14,778

 
14,778

 

 

 
2017
U Centre on Turner
 
182

 
718

 
14,000

 
36,036

 

 
14,000

 
36,036

 
50,036

 

 

 
2017
U Pointe on Speight
 
180

 
700

 
4,705

 
22,543

 

 
4,705

 
22,543

 
27,248

 

 

 
2017
21Hundred @ Overton Park
 
296

 
1,204

 
16,767

 
43,781

 

 
16,767

 
43,781

 
60,548

 

 

 
2017
Suites at 3rd
 
63

 
251

 
831

 
10,395

 

 
831

 
10,395

 
11,226

 

 

 
2017
U Club Binghamton II
 
140

 
562

 
12,274

 
23,407

 

 
12,274

 
23,407

 
35,681

 

 

 
2017
Callaway House Apartments
 
386

 
915

 
12,651

 
39,490

 

 
12,651

 
39,490

 
52,141

 

 

 
2017
U Centre on College
 
127

 
418

 

 
25,408

 

 

 
25,408

 
25,408

 

 

 
2017
Bancroft Residence Hall (ACE)
 
412

 
781

 

 
11,286

 

 

 
11,286

 
11,286

 

 

 
2018
Virginia Commonwealth University (ACE)
 
592

 
1,524

 

 
14,020

 

 

 
14,020

 
14,020

 

 

 
2018
Butler University Phase II (ACE)
 
197

 
648

 

 
2,416

 

 

 
2,416

 
2,416

 

 

 
2018
The Edge at Stadium Centre
 
111

 
412

 

 
1,923

 

 

 
1,923

 
1,923

 

 

 
2018
Undeveloped land parcels
 

 

 
38,468

 

 

 
38,468

 

 
38,468

 

 

 
N/A
Subtotal
 
28,987

 
90,107

 
$
569,354

 
$
5,420,408

 
$
326,708

 
$
569,476

 
$
5,746,994


$
6,316,470


$
864,106

 
$
559,642

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On-Campus Participating Properties
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
University Village – PVAMU
 
612

 
1,920

 
$

 
$
36,506

 
$
8,804

 
$

 
$
45,310

 
$
45,310

 
$
32,442

 
$
16,501

 
1997
University College - PVAMU
 
756

 
1,470

 

 
22,650

 
5,977

 

 
28,627

 
28,627

 
17,906

 
14,845

 
2001

F-52

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


 
 
 
 
 
 
Initial Cost
 
 
 
Total Costs
 
 
 
 
 
 
 
 
Units
 
Beds
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Costs
Capitalized
Subsequent to
Acquisition / Initial Development
 
Land
 
Buildings and
Improvements
and Furniture,
Fixtures and
Equipment
 
Total (1)
 
Accumulated Depreciation
 
Encumbrances (2)
 
Year Built (3)
University Village -   TAMIU
 
84

 
250

 
$

 
$
5,844

 
$
1,371

 
$

 
$
7,215

 
$
7,215

 
$
5,223

 
$
2,524

 
1997
Cullen Oaks Phase I and II
 
411

 
879

 

 
33,910

 
4,050

 

 
37,960

 
37,960

 
17,334

 
28,584

 
2003
College Park
 
224

 
567

 

 
43,634

 
183

 

 
43,817

 
43,817

 
4,227

 
43,078

 
2014
Subtotal
 
2,087

 
5,086

 
$

 
$
142,544

 
$
20,385

 
$

 
$
162,929

 
$
162,929

 
$
77,132

 
$
105,532

 
 
 
 


 


 


 


 


 


 


 


 


 


 
 
Total
 
31,074

 
95,193

 
$
569,354

 
$
5,562,952

 
$
347,093

 
$
569,476

 
$
5,909,923

 
$
6,479,399

 
$
941,238

 
$
665,174

 
 
 
(1) 
Total aggregate costs for federal income tax purposes is approximately $6.5 billion.
(2) 
Total encumbrances exclude net unamortized debt premiums and deferred financing costs of approximately $26.8 million and $3.8 million, respectively, as of December 31, 2016.
(3) 
For properties with multiple phases, the year built represents the weighted average year based on the number of beds delivered each year.
(4) 
Consists of two phases that are counted separately in the property portfolio numbers contained in Note 1.
(5) 
Consists of three phases that are counted separately in the property portfolio numbers contained in Note 1.
(6) 
This property was classified as held for sale as of December 31, 2016 (see Note 6).
(7) 
Initial costs represent construction costs incurred to date associated with the development of these properties.  Year built represents the scheduled completion date.

 

F-53

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


The changes in the Company’s investments in real estate and related accumulated depreciation for each of the years ended December 31, 2016, 2015 and 2014 are as follows:
 
 
 
For the Year Ended December 31,
 
 
2016
 
2015
 
2014
 
 
Wholly-
Owned
(1) (2)
 
On-Campus (3)
 
Wholly-
Owned
(1) (4)
 
On-Campus (3)
 
Wholly-
Owned
(1) (5)
 
On-Campus (3)
Investments in Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of year
 
$
6,369,747

 
$
159,985

 
$
6,144,242

 
$
157,043

 
$
5,742,971

 
$
130,705

Acquisition of land for development
 
6,338

 

 
39,583

 

 
3,627

 

Acquisition of properties
 
99,426

 

 
361,265

 

 
71,269

 

Improvements and development expenditures
 
522,723

 
2,944

 
306,659

 
2,942

 
361,369

 
26,338

Write off of fully depreciated or damaged assets
 
(227
)
 

 
(1,240
)
 

 
(1,853
)
 

Provision for real estate impairment

(4,895
)
 

 

 

 
(2,443
)
 

Disposition of real estate
 
(676,642
)
 

 
(480,762
)
 

 
(30,698
)
 

 
 

 

 
 
 
 
 
 
 
 
Balance, end of year
 
$
6,316,470

 
$
162,929

 
$
6,369,747

 
$
159,985

 
$
6,144,242

 
$
157,043

 
 

 

 
 
 
 
 
 
 
 
Accumulated Depreciation:
 

 

 
 
 
 
 
 
 
 
Balance, beginning of year
 
$
(792,122
)
 
$
(69,856
)
 
$
(704,521
)
 
$
(62,915
)
 
$
(529,555
)
 
$
(57,249
)
Depreciation for the year
 
(197,105
)
 
(7,276
)
 
(191,661
)
 
(6,941
)
 
(182,756
)
 
(5,666
)
Write off of fully depreciated or damaged assets
 
227

 

 
1,240

 

 
1,281

 

Disposition of properties

124,894

 

 
102,820

 

 
6,509

 

 
 

 

 
 
 
 
 
 
 
 
Balance, end of year
 
$
(864,106
)
 
$
(77,132
)
 
$
(792,122
)
 
$
(69,856
)
 
$
(704,521
)
 
$
(62,915
)
 
(1) 
Includes owned off-campus properties and owned on-campus properties.
(2) 
The investments in real estate and accumulated depreciation balances include The Province-Dayton which is classified as a wholly-owned property held for sale in the accompanying consolidated balance sheets as of December 31, 2016.
(3) 
Includes on-campus participating properties.
(4) 
The investments in real estate and accumulated depreciation balances include The Edge - Orlando and University Village Sacramento which are classified as wholly-owned properties held for sale in the accompanying consolidated balance sheets as of December 31, 2015.
(5) 
The investments in real estate and accumulated depreciation balances include The Highlands, Chapel Ridge, Chapel View, University Place, The Village at Alafaya Club, The View and University Greens, which were classified as wholly-owned properties held for sale as of December 31, 2014.



F-54