UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June 30, 2018.~~March 31, 2019.

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.)~~LP)

AMERICAN CAMPUS COMMUNITIES, INC.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP

(Exact name of registrant as specified in its charter)



Maryland (American Campus Communities, Inc.) Maryland (American Campus Communities Operating Partnership ~~L.P.)~~LP)		76-0753089 (American Campus Communities, Inc.) 56-2473181 (American Campus Communities Operating Partnership ~~L.P.)~~LP)
(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

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 x No o



American Campus Communities Operating Partnership ~~L.P.~~LP	Yes x 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 x No o



American Campus Communities Operating Partnership ~~L.P.~~LP	Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

American Campus Communities, Inc.



Large accelerated filer x	Accelerated Filer o



Non-accelerated filer o ~~(Do not check if a smaller reporting company)~~	Smaller reporting company o



	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

American Campus Communities Operating Partnership ~~L.P.~~LP



Large accelerated filer o	Accelerated Filer o



Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o



	Emerging growth company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



American Campus Communities, Inc.	Yes o No x



American Campus Communities Operating Partnership ~~L.P~~LP	Yes o No x

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	ACC	New York Stock Exchange

There were ~~137,028,742~~137,260,121 shares of the American Campus Communities, Inc.’s common stock with a par value of $0.01 per share outstanding as of the close of business on ~~July 27, 2018~~.April 26, 2019.

EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended ~~June 30, 2018~~March 31, 2019 of American Campus Communities, Inc. and American Campus Communities Operating Partnership ~~L.P.~~LP. 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.,~~LP, 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:

The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of ~~June 30, 2018,~~March 31, 2019, 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 ~~June 30, 2018,~~March 31, 2019, ACC owned an approximate ~~99.3%~~99.5% 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 the Operating Partnership (“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 the Operating Partnership. 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 the Operating Partnership issued to ACC and ACC Holdings and the common shares issued to the public. The Company believes that combining the reports on Form 10-Q of ACC and ACCOP into this single report provides the following benefits:


(1)	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;


(2)	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


(3)	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, as disclosed in this report. 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, the issuance of 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 the Operating Partnership. The differences between stockholders’ equity and partners’ capital result from differences in the 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 I, Item 4 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-Q

FOR THE QUARTER ENDED ~~June 30, 2018~~March 31, 2019

TABLE OF CONTENTS



		PAGE NO.

PART I.

Item 1.	Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries:

	Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018	1

	Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (all unaudited)	2

	Consolidated ~~Statement~~Statements of Changes in Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~(unaudited)~~(all unaudited)	3

	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (all unaudited)	45

	Consolidated Financial Statements of American Campus Communities Operating Partnership ~~L.P.~~LP and Subsidiaries:

	Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018	6

	Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (all unaudited)	7

	Consolidated ~~Statement~~Statements of Changes in Capital for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~(unaudited)~~(all unaudited)	8

	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (all unaudited)	910

	Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries and American Campus Communities Operating Partnership ~~L.P.~~LP and Subsidiaries (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3230

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	4942

Item 4.	Controls and Procedures	4942

PART II.

Item 1.	Legal Proceedings	5043

Item 1A.	Risk Factors	5043

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5043

Item 3.	Defaults Upon Senior Securities	5043

Item 4.	Mine Safety Disclosures	5043

Item 5.	Other Information	5043

Item 6.	Exhibits	5144

SIGNATURES		5245

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
Assets

Investments in real estate:
Owned properties, net	$	6,432,739		$	6,450,364		$	6,606,019		$	6,583,397
Owned property held for sale							9,258			—
On-campus participating properties, net	79,433			81,804			78,870			77,637
Investments in real estate, net	6,512,172			6,532,168			6,694,147			6,661,034

Cash and cash equivalents	52,608			41,182			46,166			71,238
Restricted cash	34,596			23,590			33,689			35,279
Student contracts receivable, net	7,827			9,170
Student contracts receivable							14,056			8,565
Other assets	297,814			291,260			537,390			262,730

Total assets	$	6,905,017		$	6,897,370		$	7,325,448		$	7,038,846

Liabilities and equity

Liabilities:
Secured mortgage, construction and bond debt, net	$	990,216		$	664,020		$	864,070		$	853,084
Unsecured notes, net	1,587,148			1,585,855			1,589,096			1,588,446
Unsecured term loans, net	198,593			647,044			198,857			198,769
Unsecured revolving credit facility	51,300			127,600			457,400			387,300
Accounts payable and accrued expenses	66,430			53,741			58,439			88,767
Operating lease liabilities							282,550			—
Other liabilities	195,886			187,983			185,234			191,233
Total liabilities	3,089,573			3,266,243			3,635,646			3,307,599

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)

Redeemable noncontrolling interests	131,309			132,169			186,695			184,446

Equity:
American Campus Communities, Inc. and Subsidiaries stockholders’ equity:
Common stock, $0.01 par value, 800,000,000 shares authorized, 136,615,244 and 136,362,728 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	1,366			1,364
Common stock, $0.01 par value, 800,000,000 shares authorized, 137,188,689 and 136,967,286 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively							1,370			1,370
Additional paid in capital	4,507,453			4,326,910			4,455,948			4,458,240
Common stock held in rabbi trust, 69,603 and 63,778 shares at June 30, 2018 and December 31, 2017, respectively	(3,092		)	(2,944		)
Common stock held in rabbi trust, 71,432 and 69,603 shares at March 31, 2019 and December 31, 2018, respectively							(3,162		)	(3,092		)
Accumulated earnings and dividends	(889,524		)	(837,644		)	(1,005,041		)	(971,070		)
Accumulated other comprehensive loss	(2,056		)	(2,701		)	(10,191		)	(4,397		)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity	3,614,147			3,484,985			3,438,924			3,481,051
Noncontrolling interests - partially owned properties	69,988			13,973			64,183			65,750
Total equity	3,684,135			3,498,958			3,503,107			3,546,801

Total liabilities and equity	$	6,905,017		$	6,897,370		$	7,325,448		$	7,038,846



Consolidated variable interest entities’ assets and debt included in the above balances:

Investments in real estate, net	$	952,334	$	438,670	$	1,056,632	$	1,042,585
Cash, cash equivalents and restricted cash	$	41,469	$	12,812	$	52,282	$	72,218
Other assets	$	6,120	$	3,134	$	17,747	$	11,918
Secured mortgage and construction debt, net	$	441,698	$	50,993	$	465,744	$	447,292
Accounts payable, accrued expenses and other liabilities	$	53,721	$	25,200	$	47,981	$	53,432

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues:
Owned properties	$	189,488		$	169,156		$	395,020		$	347,987		$	224,419		$	205,532
On-campus participating properties	6,182			6,171			16,625			16,329			11,448			10,443
Third-party development services	2,202			675			3,048			1,131			3,171			846
Third-party management services	2,452			2,288			5,183			4,902			2,311			2,731
Resident services	735			718			1,592			1,597			782			857
Total revenues	201,059			179,008			421,468			371,946			242,131			220,409

Operating expenses (income):
Operating expenses:
Owned properties	86,136			75,172			174,196			150,129			92,169			88,060
On-campus participating properties	3,730			3,892			7,155			7,157			3,957			3,425
Third-party development and management services	3,544			3,827			7,742			7,910			4,186			4,198
General and administrative	13,173			9,782			19,872			16,516			7,315			6,699
Depreciation and amortization	63,537			55,943			128,316			108,266			68,755			64,779
Ground/facility leases	2,733			2,465			5,575			4,822			3,549			2,842
Provision for real estate impairment	—			15,317			—			15,317			3,201			—
Other operating income	(2,648		)	—			(2,648		)	—
Total operating expenses	170,205			166,398			340,208			310,117			183,132			170,003

Operating income	30,854			12,610			81,260			61,829			58,999			50,406

Nonoperating income (expenses):
Interest income	1,243			1,232			2,466			2,464			926			1,223
Interest expense	(23,338		)	(14,573		)	(47,022		)	(29,290		)	(27,061		)	(23,684		)
Amortization of deferred financing costs	(2,214		)	(1,023		)	(3,628		)	(2,051		)	(1,132		)	(1,414		)
Gain (loss) from disposition of real estate	42,314			(632		)	42,314			(632		)
Loss from early extinguishment of debt	(784		)	—			(784		)	—
Total nonoperating income (expenses)	17,221			(14,996		)	(6,654		)	(29,509		)
Total nonoperating expenses													(27,267		)	(23,875		)

Income (loss) before income taxes	48,075			(2,386		)	74,606			32,320
Income before income taxes													31,732			26,531
Income tax provision	(2,085		)	(267		)	(2,366		)	(524		)	(364		)	(281		)
Net income (loss)	45,990			(2,653		)	72,240			31,796
Net loss (income) attributable to noncontrolling interests	19			(109		)	(304		)	(508		)
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders	$	46,009		$	(2,762	)	$	71,936		$	31,288
Net income													31,368			26,250
Net income attributable to noncontrolling interests													(1,728		)	(323		)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders													$	29,640		$	25,927

Other comprehensive income
Other comprehensive (loss) income
Change in fair value of interest rate swaps and other	180			155			645			639			(5,794		)	465
Comprehensive income (loss)	$	46,189		$	(2,607	)	$	72,581		$	31,927
Comprehensive income													$	23,846		$	26,392

Net income (loss) per share attributable to ACC, Inc. and Subsidiaries common stockholders
Basic and diluted	$	0.33		$	(0.02	)	$	0.52		$	0.23

Weighted-average common shares outstanding
Net income per share attributable to ACC, Inc. and Subsidiaries common shareholders
Basic	136,677,255			134,614,418			136,599,816			133,837,748			$	0.21		$	0.19
Diluted	137,576,366			134,614,418			137,536,368			134,745,192			$	0.21		$	0.18

Distributions declared per common share	$	0.46		$	0.44		$	0.90		$	0.86
Weighted-average common shares outstanding:
Basic													137,101,535			136,525,557
Diluted													138,152,378			137,499,963

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN EQUITY

(unaudited, in thousands, except share data)


	Common Shares		Par Value of Common Shares		Additional Paid in Capital			Common Shares Held in Rabbi Trust	Common Shares Held in Rabbi Trust at Cost			Accumulated Earnings and Dividends			Accumulated Other Comprehensive Loss			Noncontrolling Interests – Partially Owned Properties			Total			Common Shares		Par Value of Common Shares		Additional Paid in Capital			Common Shares Held in Rabbi Trust	Common Shares Held in Rabbi Trust at Cost			Accumulated Earnings and Dividends			Accumulated Other Comprehensive Loss			Noncontrolling Interests – Partially Owned Properties			Total
Equity, December 31, 2017	136,362,728		$	1,364	$	4,326,910		63,778	$	(2,944	)	$	(837,644	)	$	(2,701	)	$	13,973		$	3,498,958
Equity, December 31, 2018																								136,967,286		$	1,370	$	4,458,240		69,603	$	(3,092	)	$	(971,070	)	$	(4,397	)	$	65,750		$	3,546,801
Adjustments to reflect redeemable noncontrolling interests at fair value	—		—		100			—	—			—			—			—			100			—		—		(2,547		)	—	—			—			—			—			(2,547		)
Amortization of restricted stock awards and vesting of restricted stock units	24,630		—		7,047			—	—			—			—			—			7,047			—		—		3,765			—	—			—			—			—			3,765
Vesting of restricted stock awards	165,263		1		(2,758		)					—			—			—			(2,757		)	180,961		—		(3,831		)					—			—			—			(3,831		)
Distributions to common and restricted stockholders	—		—		—			—	—			(123,816		)	—			—			(123,816		)
Distributions to common and restricted stockholders and other ($0.46 per common share)																								—		—		—			—	—			(63,611		)	—			—			(63,611		)
Contributions by noncontrolling interests - partially owned properties	—		—		—			—	—			—			—			207,536			207,536			—		—		—			—	—			—						625			625
Distributions to noncontrolling interests - partially owned properties	—		—		—			—	—			—			—			(151,271		)	(151,271		)	—		—		—			—	—			—			—			(3,661		)	(3,661		)
Change in ownership of consolidated subsidiary	—		—		175,529			—	—			—			—			—			175,529
Conversion of common and preferred operating partnership units to common stock	68,448		1		477			—	—			—			—			—			478			42,271		—		251			—	—			—			—			—			251
Change in fair value of interest rate swaps and other	—		—		—			—	—			—			645			—			645			—		—		—			—	—			—			(5,794		)	—			(5,794		)
Deposits to deferred compensation plan, net of withdrawals	(5,825	)	—		148			5,825	(148		)	—			—			—			—			(1,829	)	—		70			1,829	(70		)	—			—			—			—
Net income (loss)	—		—		—			—	—			71,936			—			(250		)	71,686
Equity, June 30, 2018	136,615,244		$	1,366	$	4,507,453		69,603	$	(3,092	)	$	(889,524	)	$	(2,056	)	$	69,988		$	3,684,135
Net income																								—		—		—			—	—			29,640			—			1,469			31,109
Equity, March 31, 2019																								137,188,689		$	1,370	$	4,455,948		71,432	$	(3,162	)	$	(1,005,041	)	$	(10,191	)	$	64,183		$	3,503,107

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited, in thousands, except share data)



	Common Shares	Par Value of Common Shares		Additional Paid in Capital			Common Shares Held in Rabbi Trust		Common Shares Held in Rabbi Trust at Cost			Accumulated Earnings and Dividends			Accumulated Other Comprehensive Loss			Noncontrolling Interests – Partially Owned Properties			Total
Equity, December 31, 2017	136,362,728	$	1,364	$	4,326,910		63,778		$	(2,944	)	$	(837,644	)	$	(2,701	)	$	13,973		$	3,498,958
Adjustments to reflect redeemable noncontrolling interests at fair value	—	—		4,526			—		—			—			—			—			4,526
Amortization of restricted stock awards and vesting of restricted stock units	3,040	—		3,443			—		—			—			—			—			3,443
Vesting of restricted stock awards	165,263	1		(2,758		)	—		—			—			—			—			(2,757		)
Distributions to common and restricted stockholders and other ($0.44 per common share)	—	—		—			—		—			(60,564		)	—			—			(60,564		)
Contributions by noncontrolling interests - partially owned properties	—	—		—			—		—			—			—			9,515			9,515
Distributions to noncontrolling interests - partially owned properties	—	—		—			—		—			—			—			(47		)	(47		)
Conversion of common and preferred operating partnership units to common stock	68,448	1		477			—		—			—			—			—			478
Change in fair value of interest rate swaps and other	—	—		—			—		—			—			465			—			465
Withdrawals from deferred compensation plan, net of deposits	1,160	—		(127		)	(1,160	)	127			—			—			—			—
Net income	—	—		—			—		—			25,927			—			113			26,040
Equity, March 31, 2018	136,600,639	$	1,366	$	4,332,471		62,618		$	(2,817	)	$	(872,281	)	$	(2,236	)	$	23,554		$	3,480,057

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Six Months Ended June 30,
2018 2017
Operating activities
Net income $ 72,240
$ 31,796
Adjustments to reconcile net income to net cash provided by operating activities:

(Gain) loss from disposition of real estate (42,314 ) 632
Loss from early extinguishment of debt 784
—
Provision for real estate impairment —
15,317
Depreciation and amortization 128,316
108,266
Amortization of deferred financing costs and debt premiums/discounts 979
(1,806 )
Share-based compensation 7,047
8,902
Income tax provision 2,366
524
Amortization of interest rate swap terminations and other 204
204
Changes in operating assets and liabilities:

Student contracts receivable, net 886
1,239
Other assets (5,703 ) (13,814 )
Accounts payable and accrued expenses 10,060
(16,020 )
Other liabilities (5,407 ) (4,413 )
Net cash provided by operating activities 169,458
130,827

Investing activities

Proceeds from disposition of properties 242,284
24,462
Cash paid for acquisition of operating and under development properties —
(157,967 )
Cash paid for land acquisitions —
(16,955 )
Capital expenditures for owned properties (29,822 ) (36,026 )
Investments in owned properties under development (253,333 ) (240,702 )
Capital expenditures for on-campus participating properties (1,524 ) (870 )
Purchase of corporate furniture, fixtures and equipment (2,007 ) (3,562 )
Net cash used in investing activities (44,402 ) (431,620 )

Financing activities

Proceeds from sale of common stock —
189,757
Offering costs —
(2,354 )
Pay-off of mortgage and construction loans (55,892 ) —
Defeasance costs related to early extinguishment of debt (2,726 ) —
Pay-off of unsecured term loans (450,000 ) —
Proceeds from unsecured term loan —
200,000
Proceeds from revolving credit facility 458,300
478,600
Paydowns of revolving credit facility (534,600 ) (435,614 )
Proceeds from construction loans 61,550
1,037
Proceeds from mortgage loans 330,000
—
Scheduled principal payments on debt (4,256 ) (4,915 )
Debt issuance and assumption costs (656 ) (5,840 )
Contributions by noncontrolling interests 374,405
8,158
Taxes paid on net-share settlements (2,757 ) (4,283 )
Distributions to common and restricted stockholders (123,816 ) (115,811 )
Distributions to noncontrolling interests (152,176 ) (1,104 )
Net cash (used in) provided by financing activities (102,624 ) 307,631

Net change in cash, cash equivalents, and restricted cash 22,432
6,838
Cash, cash equivalents, and restricted cash at beginning of period 64,772
46,957
Cash, cash equivalents, and restricted cash at end of period $ 87,204
$ 53,795

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents $ 52,608
$ 25,476
Restricted cash 34,596
28,319
Total cash, cash equivalents, and restricted cash at end of period $ 87,204
$ 53,795

~~See accompanying notes to consolidated financial statements.~~

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

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in thousands)~~


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Operating activities
Net income							$	31,368		$	26,250
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for real estate impairment							3,201			—
Depreciation and amortization							68,755			64,779
Amortization of deferred financing costs and debt premiums/discounts							(19		)	(16		)
Share-based compensation							3,765			3,443
Income tax provision							364			281
Amortization of interest rate swap terminations and other							102			102
Changes in operating assets and liabilities:
Student contracts receivable							(5,491		)	(556		)
Other assets							(7,723		)	2,100
Accounts payable and accrued expenses							(30,595		)	(1,088		)
Other liabilities							16,885			12,845
Net cash provided by operating activities							80,612			108,140

Investing activities
Capital expenditures for owned properties							(10,751		)	(11,338		)
Investments in owned properties under development							(104,768		)	(122,912		)
Capital expenditures for on-campus participating properties							(230		)	(1,146		)
Other investing activities							(1,123		)	(1,314		)
Net cash used in investing activities							(116,872		)	(136,710		)

Financing activities
Pay-off of mortgage and construction loans							—			(10,375		)
Proceeds from revolving credit facility							180,600			234,900
Paydowns of revolving credit facility							(110,500		)	(144,500		)
Proceeds from construction loans							14,174			32,966
Scheduled principal payments on debt							(2,040		)	(2,248		)
Debt issuance and assumption costs							(1,853		)	—
Contribution by noncontrolling interests							625			854
Taxes paid on net-share settlements							(3,831		)	(2,757		)
Distributions paid to common and restricted stockholders							(63,611		)	(60,564		)
Distributions paid to noncontrolling interests							(3,966		)	(491		)
Net cash provided by financing activities							9,598			47,785

Net change in cash, cash equivalents, and restricted cash							(26,662		)	19,215
Cash, cash equivalents, and restricted cash at beginning of period							106,517			64,772
Cash, cash equivalents, and restricted cash at end of period							$	79,855		$	83,987

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents							$	46,166		$	55,502
Restricted cash							33,689			28,485
Total cash, cash equivalents, and restricted cash at end of period							$	79,855		$	83,987

Supplemental disclosure of non-cash investing and financing activities
Conversion of common and preferred operating partnership units to common stock	$	478		$	—		$	251		$	478
Non-cash contribution from noncontrolling interest	$	8,729		$	3,000		$	—		$	8,729
Non-cash consideration exchanged in purchase of land parcel	$	—		$	(3,071	)
Change in accrued construction in progress	$	15,174		$	25,214		$	(13,915	)	$	12,118
Change in fair value of derivative instruments, net	$	441		$	435		$	(5,896	)	$	363
Change in fair value of redeemable noncontrolling interests	$	100		$	2,092
Change in ownership of consolidated subsidiary	$	(175,529	)	$	—
Adjustment to reflect redeemable noncontrolling interests at fair value							$	(2,547	)	$	4,526
Initial recognition of operating lease right of use assets							$	280,687		$	—
Initial recognition of operating lease liabilities							$	279,982		$	—

Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized	$	49,728		$	32,925
Interest paid							$	20,912		$	17,911

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
Assets

Investments in real estate:
Owned properties, net	$	6,432,739		$	6,450,364		$	6,606,019		$	6,583,397
Owned property held for sale							9,258			—
On-campus participating properties, net	79,433			81,804			78,870			77,637
Investments in real estate, net	6,512,172			6,532,168			6,694,147			6,661,034

Cash and cash equivalents	52,608			41,182			46,166			71,238
Restricted cash	34,596			23,590			33,689			35,279
Student contracts receivable, net	7,827			9,170
Student contracts receivable							14,056			8,565
Other assets	297,814			291,260			537,390			262,730

Total assets	$	6,905,017		$	6,897,370		$	7,325,448		$	7,038,846

Liabilities and capital

Liabilities:
Secured mortgage, construction and bond debt, net	$	990,216		$	664,020		$	864,070		$	853,084
Unsecured notes, net	1,587,148			1,585,855			1,589,096			1,588,446
Unsecured term loans, net	198,593			647,044			198,857			198,769
Unsecured revolving credit facility	51,300			127,600			457,400			387,300
Accounts payable and accrued expenses	66,430			53,741			58,439			88,767
Operating lease liabilities							282,550			—
Other liabilities	195,886			187,983			185,234			191,233
Total liabilities	3,089,573			3,266,243			3,635,646			3,307,599

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)

Redeemable limited partners	131,309			132,169			186,695			184,446

Capital:
Partners’ capital:
General partner - 12,222 OP units outstanding at both June 30, 2018 and December 31, 2017	62			67
Limited partner - 136,672,625 and 136,414,284 OP units outstanding at June 30, 2018 and December 31, 2017, respectively	3,616,141			3,487,619
General partner - 12,222 OP units outstanding at both March 31, 2019 and December 31, 2018							52			55
Limited partner - 137,247,899 and 137,024,667 OP units outstanding at March 31, 2019 and December 31, 2018, respectively							3,449,063			3,485,393
Accumulated other comprehensive loss	(2,056		)	(2,701		)	(10,191		)	(4,397		)
Total partners’ capital	3,614,147			3,484,985			3,438,924			3,481,051
Noncontrolling interests - partially owned properties	69,988			13,973			64,183			65,750
Total capital	3,684,135			3,498,958			3,503,107			3,546,801

Total liabilities and capital	$	6,905,017		$	6,897,370		$	7,325,448		$	7,038,846



Consolidated variable interest entities’ assets and debt included in the above balances:

Investments in real estate, net	$	952,334	$	438,670	$	1,056,632	$	1,042,585
Cash, cash equivalents and restricted cash	$	41,469	$	12,812	$	52,282	$	72,218
Other assets	$	6,120	$	3,134	$	17,747	$	11,918
Secured mortgage and construction debt, net	$	441,698	$	50,993	$	465,744	$	447,292
Accounts payable, accrued expenses and other liabilities	$	53,721	$	25,200	$	47,981	$	53,432

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands, except unit and per unit data)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues:
Owned properties	$	189,488		$	169,156		$	395,020		$	347,987		$	224,419		$	205,532
On-campus participating properties	6,182			6,171			16,625			16,329			11,448			10,443
Third-party development services	2,202			675			3,048			1,131			3,171			846
Third-party management services	2,452			2,288			5,183			4,902			2,311			2,731
Resident services	735			718			1,592			1,597			782			857
Total revenues	201,059			179,008			421,468			371,946			242,131			220,409

Operating expenses (income):
Operating expenses:
Owned properties	86,136			75,172			174,196			150,129			92,169			88,060
On-campus participating properties	3,730			3,892			7,155			7,157			3,957			3,425
Third-party development and management services	3,544			3,827			7,742			7,910			4,186			4,198
General and administrative	13,173			9,782			19,872			16,516			7,315			6,699
Depreciation and amortization	63,537			55,943			128,316			108,266			68,755			64,779
Ground/facility leases	2,733			2,465			5,575			4,822			3,549			2,842
Provision for real estate impairment	—			15,317			—			15,317			3,201			—
Other operating income	(2,648		)	—			(2,648		)	—
Total operating expenses	170,205			166,398			340,208			310,117			183,132			170,003

Operating income	30,854			12,610			81,260			61,829			58,999			50,406

Nonoperating income (expenses):
Interest income	1,243			1,232			2,466			2,464			926			1,223
Interest expense	(23,338		)	(14,573		)	(47,022		)	(29,290		)	(27,061		)	(23,684		)
Amortization of deferred financing costs	(2,214		)	(1,023		)	(3,628		)	(2,051		)	(1,132		)	(1,414		)
Gain (loss) from disposition of real estate	42,314			(632		)	42,314			(632		)
Loss from early extinguishment of debt	(784		)	—			(784		)	—
Total nonoperating income (expenses)	17,221			(14,996		)	(6,654		)	(29,509		)
Income (loss) before income taxes	48,075			(2,386		)	74,606			32,320
Total nonoperating expenses													(27,267		)	(23,875		)
Income before income taxes													31,732			26,531
Income tax provision	(2,085		)	(267		)	(2,366		)	(524		)	(364		)	(281		)
Net income (loss)	45,990			(2,653		)	72,240			31,796
Net loss (income) attributable to noncontrolling interests – partially owned properties	366			(97		)	252			(202		)
Net income (loss) attributable to American Campus Communities Operating Partnership, L.P.	46,356			(2,750		)	72,492			31,594
Series A preferred unit distributions	(31		)	(31		)	(62		)	(62		)
Net income (loss) attributable to common unitholders	$	46,325		$	(2,781	)	$	72,430		$	31,532
Net income													31,368			26,250
Net income attributable to noncontrolling interests – partially owned properties													(1,568		)	(114		)
Net income attributable to American Campus Communities Operating Partnership LP													29,800			26,136
Series A preferred units distributions													(31		)	(31		)
Net income attributable to common unitholders													$	29,769		$	26,105

Other comprehensive income
Other comprehensive (loss) income
Change in fair value of interest rate swaps and other	180			155			645			639			(5,794		)	465
Comprehensive income (loss)	$	46,505		$	(2,626	)	$	73,075		$	32,171
Comprehensive income													$	23,975		$	26,570

Net income (loss) per unit attributable to common unitholders
Basic and diluted	$	0.33		$	(0.02	)	$	0.52		$	0.23
Net income per share attributable to ACC, Inc. and Subsidiaries common shareholders
Basic													$	0.21		$	0.19
Diluted													$	0.21		$	0.18

Weighted-average common units outstanding
Basic	137,615,938			135,643,549			137,547,575			134,866,879			137,696,323			137,482,493
Diluted	138,515,049			135,643,549			138,484,127			135,774,323			138,747,166			138,456,899

Distributions declared per Common Unit	$	0.46		$	0.44		$	0.90		$	0.86

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN CAPITAL

(unaudited, in thousands, except unit data)

Accumulated Noncontrolling
Other Interests -
General Partner Limited Partner Comprehensive Partially Owned
Units Amount Units Amount Loss Properties Total
Capital, December 31, 2017 12,222
$ 67
136,414,284
$ 3,487,619
$ (2,701 ) $ 13,973
$ 3,498,958
Adjustments to reflect redeemable limited partners’ interest at fair value —
—
—
100
—
—
100
Amortization of restricted stock awards and vesting of restricted stock units —
—
24,630
7,047
—
—
7,047
Vesting of restricted stock awards —
—
165,263
(2,757 ) —
—
(2,757 )
Distributions —
(11 ) —
(123,805 ) —
—
(123,816 )
Contributions by noncontrolling interests - partially owned properties —
—
—
—
—
207,536
207,536
Distributions to noncontrolling interests - partially owned properties —
—
—
—
—
(151,271 ) (151,271 )
Change in ownership of consolidated subsidiary —
—
—
175,529
—
—
175,529
Conversion of common and preferred operating partnership units to common stock —
—
68,448
478
—
—
478
Change in fair value of interest rate swaps and other —
—
—
—
645
—
645
Net income (loss) —
6
—
71,930
—
(250 ) 71,686
Capital, June 30, 2018 12,222
$ 62
136,672,625
$ 3,616,141
$ (2,056 ) $ 69,988
$ 3,684,135



									Accumulated			Noncontrolling
									Other			Interests -
	General Partner				Limited Partner				Comprehensive			Partially Owned
	Units	Amount			Units	Amount			Loss			Properties			Total
Capital, December 31, 2018	12,222	$	55		137,024,667	$	3,485,393		$	(4,397	)	$	65,750		$	3,546,801
Adjustments to reflect redeemable limited partners’ interest at fair value	—	—			—	(2,547		)	—			—			(2,547		)
Amortization of restricted stock awards and vesting of restricted stock units	—	—			—	3,765			—			—			3,765
Vesting of restricted stock awards	—	—			180,961	(3,831		)	—			—			(3,831		)
Distributions to common and restricted unit holders and other ($0.46 per common unit)	—	(6		)	—	(63,605		)	—			—			(63,611		)
Contribution by noncontrolling interests - partially owned properties	—	—			—	—			—			625			625
Distributions to noncontrolling joint venture partners	—	—			—	—			—			(3,661		)	(3,661		)
Conversion of common and preferred operating partnership units to common stock	—	—			42,271	251			—			—			251
Change in fair value of interest rate swaps and other	—	—			—	—			(5,794		)	—			(5,794		)
Net income	—	3			—	29,637			—			1,469			31,109
Capital, March 31, 2019	12,222	$	52		137,247,899	$	3,449,063		$	(10,191	)	$	64,183		$	3,503,107

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(unaudited, in thousands, except unit data)



									Accumulated			Noncontrolling
									Other			Interests -
	General Partner				Limited Partner				Comprehensive			Partially Owned
	Units	Amount			Units	Amount			Loss			Properties			Total
Capital, December 31, 2017	12,222	$	67		136,414,284	$	3,487,619		$	(2,701	)	$	13,973		$	3,498,958
Adjustments to reflect redeemable limited partners’ interest at fair value	—	—			—	4,526			—			—			4,526
Amortization of restricted stock awards and vesting of restricted stock units	—	—			3,040	3,443			—			—			3,443
Vesting of restricted stock awards	—	—			165,263	(2,757		)	—			—			(2,757		)
Distributions to common and restricted unit holders and other ($0.44 per common unit)	—	(5		)	—	(60,559		)	—			—			(60,564		)
Contribution by noncontrolling interests - partially owned properties	—	—			—	—			—			9,515			9,515
Distributions to noncontrolling joint venture partners	—	—			—	—			—			(47		)	(47		)
Conversion of common and preferred operating partnership units to common stock	—	—			68,448	478			—			—			478
Change in fair value of interest rate swaps and other	—	—			—	—			465			—			465
Net income	—	2			—	25,925			—			113			26,040
Capital, March 31, 2018	12,222	$	64		136,651,035	$	3,458,675		$	(2,236	)	$	23,554		$	3,480,057

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Six Months Ended June 30,
2018 2017
Operating activities
Net income $ 72,240
$ 31,796
Adjustments to reconcile net income to net cash provided by operating activities:

(Gain) loss from disposition of real estate (42,314 ) 632
Loss from early extinguishment of debt 784
—
Provision for real estate impairment —
15,317
Depreciation and amortization 128,316
108,266
Amortization of deferred financing costs and debt premiums/discounts 979
(1,806 )
Share-based compensation 7,047
8,902
Income tax provision 2,366
524
Amortization of interest rate swap terminations and other 204
204
Changes in operating assets and liabilities:

Student contracts receivable, net 886
1,239
Other assets (5,703 ) (13,814 )
Accounts payable and accrued expenses 10,060
(16,020 )
Other liabilities (5,407 ) (4,413 )
Net cash provided by operating activities 169,458
130,827

Investing activities

Proceeds from disposition of properties 242,284
24,462
Cash paid for acquisition of operating and under development properties —
(157,967 )
Cash paid for land acquisitions —
(16,955 )
Capital expenditures for owned properties (29,822 ) (36,026 )
Investments in owned properties under development (253,333 ) (240,702 )
Capital expenditures for on-campus participating properties (1,524 ) (870 )
Purchase of corporate furniture, fixtures and equipment (2,007 ) (3,562 )
Net cash used in investing activities (44,402 ) (431,620 )

Financing activities

Proceeds from issuance of common units in exchange for contributions, net —
187,403
Pay-off of mortgage and construction loans (55,892 ) —
Defeasance costs related to early extinguishment of debt (2,726 ) —
Pay-off of unsecured term loans (450,000 ) —
Proceeds from unsecured term loan —
200,000
Proceeds from revolving credit facility 458,300
478,600
Paydowns of revolving credit facility (534,600 ) (435,614 )
Proceeds from construction loans 61,550
1,037
Proceeds from mortgage loans 330,000
—
Scheduled principal payments on debt (4,256 ) (4,915 )
Debt issuance and assumption costs (656 ) (5,840 )
Contributions by noncontrolling interests 374,405
8,158
Taxes paid on net-share settlements (2,757 ) (4,283 )
Distributions paid to common and preferred unitholders (123,838 ) (115,902 )
Distributions paid on unvested restricted stock awards (883 ) (857 )
Distributions paid to noncontrolling interests - partially owned properties (151,271 ) (156 )
Net cash (used in) provided by financing activities (102,624 ) 307,631

Net change in cash, cash equivalents, and restricted cash 22,432
6,838
Cash, cash equivalents, and restricted cash at beginning of period 64,772
46,957
Cash, cash equivalents, and restricted cash at end of period $ 87,204
$ 53,795

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents $ 52,608
$ 25,476
Restricted cash 34,596
28,319
Total cash, cash equivalents, and restricted cash at end of period $ 87,204
$ 53,795

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in thousands)~~


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Operating activities
Net income							$	31,368		$	26,250
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for real estate impairment							3,201			—
Depreciation and amortization							68,755			64,779
Amortization of deferred financing costs and debt premiums/discounts							(19		)	(16		)
Share-based compensation							3,765			3,443
Income tax provision							364			281
Amortization of interest rate swap terminations and other							102			102
Changes in operating assets and liabilities:
Student contracts receivable							(5,491		)	(556		)
Other assets							(7,723		)	2,100
Accounts payable and accrued expenses							(30,595		)	(1,088		)
Other liabilities							16,885			12,845
Net cash provided by operating activities							80,612			108,140

Investing activities
Capital expenditures for owned properties							(10,751		)	(11,338		)
Investments in owned properties under development							(104,768		)	(122,912		)
Capital expenditures for on-campus participating properties							(230		)	(1,146		)
Other investing activities							(1,123		)	(1,314		)
Net cash used in investing activities							(116,872		)	(136,710		)

Financing activities
Pay-off of mortgage and construction loans							—			(10,375		)
Proceeds from revolving credit facility							180,600			234,900
Paydowns of revolving credit facility							(110,500		)	(144,500		)
Proceeds from construction loans							14,174			32,966
Scheduled principal payments on debt							(2,040		)	(2,248		)
Debt issuance and assumption costs							(1,853		)	—
Contribution by noncontrolling interests							625			854
Taxes paid on net-share settlements							(3,831		)	(2,757		)
Distributions paid to common and preferred unitholders							(63,343		)	(60,502		)
Distributions paid on unvested restricted stock awards							(573		)	(506		)
Distributions paid to noncontrolling interests - partially owned properties							(3,661		)	(47		)
Net cash provided by financing activities							9,598			47,785

Net change in cash, cash equivalents, and restricted cash							(26,662		)	19,215
Cash, cash equivalents, and restricted cash at beginning of period							106,517			64,772
Cash, cash equivalents, and restricted cash at end of period							$	79,855		$	83,987

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents							$	46,166		$	55,502
Restricted cash							33,689			28,485
Total cash, cash equivalents, and restricted cash at end of period							$	79,855		$	83,987

Supplemental disclosure of non-cash investing and financing activities
Conversion of common and preferred operating partnership units to common stock	$	478		$	—		$	251		$	478
Non-cash contribution from noncontrolling interest	$	8,729		$	3,000		$	—		$	8,729
Non-cash consideration exchanged in purchase of land parcel	$	—		$	(3,071	)
Change in accrued construction in progress	$	15,174		$	25,214		$	(13,915	)	$	12,118
Change in fair value of derivative instruments, net	$	441		$	435		$	(5,896	)	$	363
Change in fair value of redeemable noncontrolling interests	$	100		$	2,092
Change in ownership of consolidated subsidiary	$	(175,529	)	$	—
Adjustment to reflect redeemable noncontrolling interests at fair value							$	(2,547	)	$	4,526
Initial recognition of operating lease right of use assets							$	280,687		$	—
Initial recognition of operating lease liabilities							$	279,982		$	—

Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized	$	49,728		$	32,925
Interest paid							$	20,912		$	17,911

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

The general partner of ACCOP is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of ~~June 30, 2018,~~March 31, 2019, 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 ~~June 30, 2018,~~March 31, 2019, ACC owned an approximate ~~99.3%~~99.5% 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 ~~June 30, 2018,~~March 31, 2019, the Company’s property portfolio contained ~~168~~171 properties with approximately ~~103,500~~109,400 beds. The Company’s property portfolio consisted of 131 owned off-campus student housing properties that are in close proximity to colleges and universities, 3234 American Campus Equity (“~~ACE®~~ACE^®”) properties operated under ground/facility leases, ~~with 15 university systems~~ and ~~five~~six on-campus participating properties operated under ground/facility leases with the related university systems. Of the ~~168~~171 properties, 15eight were under development as of ~~June 30, 2018,~~March 31, 2019, and when completed will consist of a total of approximately ~~10,100~~9,000 beds. The Company’s 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 ~~June 30, 2018,~~March 31, 2019, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 34 properties that represented approximately ~~28,400~~24,300 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 ~~June 30, 2018,~~March 31, 2019, the Company’s total owned and third-party managed portfolio included ~~202~~205 properties with approximately ~~131,900~~133,700 beds.

2. Summary of Significant Accounting Policies

Basis of Presentation and use of Estimates

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.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Principles of Consolidation

The Company’s consolidated financial statements include its accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which it has control. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which the Company is considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation using the voting interest model.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases (Topic 842): 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. 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. Subsequent to the issuance of ASU 2016-02, the FASB issued an additional Accounting Standards Update clarifying aspects of the new lease accounting standard, which will be effective upon adoption of ASU 2016-02. 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 addition, the~~ Company does not expect the following accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) to have a material effect on its consolidated financial statements:



Accounting Standards Update		Effective Date

ASU ~~2018-02, “Income Statement~~2018-15, “Intangibles - ~~Reporting Comprehensive Income (Topic 220)~~Goodwill and Other - Internal-Use Software (Subtopic 350-40): ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”		January 1, ~~2019~~2020
ASU ~~2017-12, “Derivatives and Hedging~~2018-13, “Fair Value Measurement (Topic ~~815)~~820): ~~Targeted Improvements~~Disclosure Framework - Changes to ~~Accounting~~the Disclosure Requirements for ~~Hedging Activities”~~Fair Value Measurement”		January 1, ~~2019~~2020
ASU 2016-13, “Financial ~~Instruments-Credit~~Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”		January 1, 2020

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-12”), “Leases (Topic 842): Amendments to the FASB Accounting Standards ~~Update 2016-18 (“~~Codification.” ASU ~~2016-18”), “Statement~~2016-02 outlines principles for the recognition, measurement, presentation and disclosure of ~~Cash Flows: Restricted Cash”~~leases. Subsequent to the issuance of ASU 2016-02, the FASB issued additional ASUs clarifying aspects of the new lease accounting standard, which are effective upon adoption of ASU 2016-02. These lease-related ASUs are collectively referred to as the “New Leases Standard.”

OnThe Company adopted the New Leases Standard on January 1, ~~2018,~~2019, utilizing the modified retrospective transition approach. Under this approach, the Company elected to apply the new standard to leases that were in place as of January 1, 2019.Results for reporting periods beginning January 1, 2019 are presented under the New Leases Standard. Upon adoption, the Company did not record an adjustment to beginning retained earnings.

In addition, the Company adopted ~~ASU 2016-18. The amendments~~the following additional practical expedients available for implementation:

•An entity need not reassess whether any existing or expired contracts are or contain leases;

•An entity need not reassess lease classification for any existing or expired leases; and

•An entity need not reassess initial direct costs for any existing leases.

As Lessee:

Under the New Leases Standard, lessees classify leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized on a straight-line basis over the term of the lease (operating lease) or under the effective interest method (finance lease). In addition, the New Leases Standard requires lessees to recognize right-of-use assets and related lease liabilities for leases with a term greater than 12 months regardless of their lease classification.

Upon adoption of the New Leases Standard on January 1, 2019, the Company was a lessee under 28 ground leases and two corporate office headquarters leases for which it recorded $278.2 million in ~~this update require~~right of use assets (“ROU Assets”), which are included in other assets on the ~~change in restricted cash~~accompanying consolidated balance sheet, and $277.5 million of operating lease liabilities.

Because the Company’s existing leases under which it is a lessee will continue to be ~~reported with cash~~classified as operating leases, the timing and ~~cash equivalents when reconciling between beginning~~pattern of lease expense recognition (straight-line basis) will remain unchanged. However, for any leases entered into or modified after January 1, 2019 the leases will need to be evaluated under the New Leases Standard and ~~ending amounts in~~may be classified as finance leases depending on the ~~statements of cash flows. The Company applied the amendments retrospectively to each period presented in the consolidated statements of cash flows~~terms of the ~~Company.~~

Prior to the adoption of ASU 2016-18, the Company reported the change in restricted cash within operating, investing, and financing activities in its consolidated statement of cash flows. As a result of the Company’s adoption of this standard and the retrospective application, cash and cash equivalents in the consolidated statements of cash flows as of June 30, 2017 increased by approximately $28.3 million to reflect the inclusion of the restricted cash balance at the end of the period, net cash provided by operating activities for the six months ended June 30, 2017 increased by approximately $2.2 million, net cash used in investing activities increased by approximately $0.3 million, and net cash provided by financing activities increased by approximately $1.6 million.

~~Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers (Topic 606)”~~

On January 1, 2018, the Company adopted ASU 2014-09 and all related clarifying Accounting Standards Updates associated with ASU 2014-09. 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 thosetransactions.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications.~~

The Company adopted the new revenue standard using the modified retrospective approach, and elected to apply the practical expedient to only assess the recognition of revenue for open contracts during the transition period. The effect of adoption did not have a material impact on the Company’s consolidated financial statements and there was no adjustment to the opening balance of retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period.As Lessor:

Under the ~~new standard there was~~New Leases Standard, the accounting for lessors remained largely unchanged from current GAAP; however, ASU 2016-02 required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a ~~change~~lease. Under existing standards, these costs are capitalizable and therefore the New Leases Standard will result in certain of these costs being expensed as incurred after adoption. For the Company, these costs include internal leasing payroll costs incurred for owned and presale development projects, as well as certain legal expenses incurred when negotiating commercial leases.

The New Leases Standard also required lessors to evaluate collectability of all operating lease payments in a contract at lease commencement and thereafter. If the operating lease payments are deemed not probable of collection, adjustments are recognized as a reduction to lease income. This resulted in the ~~way~~reclassification of the ~~Company determines~~provision for uncollectible accounts from operating expenses to revenue. This adjustment is reflected on a prospective basis in the ~~unit~~accompanying consolidated statements of ~~account~~comprehensive income, starting in the three months ended March 31, 2019. The adjustments to lease income for ~~its third-party development projects. Under the previous guidance, the Company segmented revenue recognition between the development~~owned properties and construction phases of its contracts, recognizing each using the proportional performance method and the percentage of completion method, respectively. Under the new guidance, the entire development and construction contract representson-campus participating properties were a ~~single performance obligation comprised of a series of distinct services~~$1.1 million reduction to ~~be satisfied over time,~~income and a ~~single transaction price~~$0.8 million addition to ~~be recognized over~~income, respectively, for the ~~life of~~three months ended March 31, 2019.

The New Leases Standard provides a practical expedient that allows lessors to not separate certain lease and non-lease components if certain criteria are met. The Company assessed the ~~contract using a time-based measure of progress. Any variable consideration included in the transaction price is estimated using the expected value approach~~criteria and ~~is only included to the extent~~determined that ~~a significant revenue reversal is not likely to occur. The adoption of ASU 2014-09 resulted in differences in~~ the timing and pattern of transfer for common area maintenance and the related rental revenue ~~recognition for such third-party development and construction management contracts; however,~~is the ~~change did not have a material impact on~~same. Therefore, the ~~Company’s consolidated financial statements. Third-party management services revenues consist of base fees earned as a result of managing all aspects of~~Company elected the ~~property’s day-to-day operations, and incentive fees based on the managed property’s operating measures. There was no change~~practical expedient which resulted in the Company’s recognition of base management fees. Incentive management fees were previously recognized when the incentive criteria had been met. Under the new guidance, incentive fees are estimated using the expected value approach and are included in the transaction price only to the extent that a significant revenue reversal is not likely to occur; however, the change did not have a material impact on the Company’s consolidated financial statements. There was no change to ~~the Company’s~~how revenue ~~recognition methods for ancillary services and other non-lease related revenues as a result of the adoption of ASU 2014-09.~~

~~Rental income from leasing arrangements~~ is ~~specifically excluded from ASU 2014-09, and is being evaluated as part of the adoption of the lease accounting standard, ASU 2016-02, discussed above.~~currently recorded.

Accounting Standards Update 2017-05 (“ASU 2017-05”), “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”

On January 1, 2018, in conjunction with the adoption of ASU 2014-09, discussed above, the Company adopted ASU 2017-05. The purpose of this ASU is to eliminate the diversity in practice in accounting for derecognition of a nonfinancial asset and in-substance nonfinancial assets (only when the asset or asset group does not meet the definition of a business or the transaction is not a sale to a customer). The adoption of ASU 2017-05 did not have a material impact on the consolidated financial statements given the simplicity of the Company’s historical disposition transactions.

Other

In addition, on January 1, ~~2018,~~2019, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements:

ASU ~~2017-09, “Compensation—Stock Compensation~~2018-02, “Income Statement - Reporting Comprehensive Income (Topic ~~718)~~220): ~~Scope~~Reclassification of ~~Modification Accounting”~~Certain Tax Effects from Accumulated Other Comprehensive Income”

ASU ~~2016-15, “Statement of Cash Flows~~2017-12, “Derivatives and Hedging (Topic ~~230)~~815): ~~Classification of Certain Cash Receipts and Cash Payments.”~~Targeted Improvements to Accounting for Hedging Activities”

Interim Financial Statements

The accompanying interim financial statements are unaudited, but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for these interim periods have been included. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

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 financing 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 ~~$4.0~~$2.7 million and ~~$5.7~~$3.0 million was capitalized during the three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017, respectively, and interest totaling approximately $7.0 million and $10.1 million was capitalized during the six months ended June 30, 2018 and 2017, respectively.~~2018.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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~~In the case of any impairment, the valuation would be based on Level 3 inputs. There were no impairments of the carrying values of ~~its~~the Company's investments in real estate as of ~~June 30, 2018.~~

~~The Company evaluates each acquisition to determine if the integrated set of assets and activities acquired meet the definition of~~March 31, 2019, other than a ~~business. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:~~

~~Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or~~

The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).

Property acquisitions deemed to qualify as a business are accounted for as business combinations, and the related acquisition costs are expensed as incurred. The Company allocates the purchase price of properties acquired in business combinations to net tangible and identified intangible assets based$3.2 million impairment charge recorded on ~~their fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection~~March 31, 2019 concurrent with the ~~acquisition or financing~~classification 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~~one owned 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 conditionsheld 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 are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Acquisitions of properties that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including transaction costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as those utilized to determine fair value in a business combination.sale.

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.


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. The Company ~~did not have any properties~~had one property classified as held for sale as of ~~June 30, 2018.~~March 31, 2019.

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.

Consolidated VIEs

The Company has investments in various entities that qualify as VIEs for accounting purposes and for which the Company is the primary beneficiary and therefore includes the entities in its consolidated financial statements. These VIEs include the Operating Partnership, six joint ventures that own a total of 1215 operating properties, ~~and three in-process development properties, three~~two properties subject to presale arrangements, and ~~five~~six properties owned under the on-campus participating property structure. The VIE assets and liabilities consolidated within the Company's assets and liabilities are disclosed at the bottom of the Consolidated Balance Sheets.

~~Third-Party Development Services Costs~~

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, at which time the Company capitalizes the costs. 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

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of June 30, 2018, the Company has deferred approximately $8.9 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.

Earnings per Share – Company

Basic earnings per share is computed using net income attributable to common stockholders 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

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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 three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive.

Three Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017
Common OP Units (Note 9) 938,683
1,029,131
947,759
1,029,131
Preferred OP Units (Note 9) 77,513
77,513
77,513
77,513
Unvested restricted stock awards (Note10) —
881,306
—
—
Total potentially dilutive securities 1,016,196
1,987,950
1,025,272
1,106,644



	Three Months Ended March 31,
	2019	2018
Common OP Units (Note 7)	594,788	956,936
Preferred OP Units (Note 7)	64,361	77,513
Total potentially dilutive securities	659,149	1,034,449

The following is a summary of the elements used in calculating basic and diluted earnings per share:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Numerator – basic and diluted earnings per share:
Net income (loss)	$	45,990		$	(2,653	)	$	72,240		$	31,796
Net loss (income) attributable to noncontrolling interests	19			(109		)	(304		)	(508		)
Net income (loss) attributable to common stockholders	46,009			(2,762		)	71,936			31,288
Net income													$	31,368		$	26,250
Net income attributable to noncontrolling interests													(1,728		)	(323		)
Net income attributable to common stockholders													29,640			25,927
Amount allocated to participating securities	(377		)	(389		)	(883		)	(857		)	(573		)	(506		)
Net income (loss) attributable to common stockholders	$	45,632		$	(3,151	)	$	71,053		$	30,431
Net income attributable to common stockholders													$	29,067		$	25,421

Denominator:
Basic weighted average common shares outstanding	136,677,255			134,614,418			136,599,816			133,837,748			137,101,535			136,525,557
Unvested restricted stock awards (Note 10)	899,111			—			936,552			907,444
Unvested restricted stock awards (Note 8)													1,050,843			974,406
Diluted weighted average common shares outstanding	137,576,366			134,614,418			137,536,368			134,745,192			138,152,378			137,499,963

Earnings per share:
Net income (loss) attributable to common stockholders - basic and diluted	$	0.33		$	(0.02	)	$	0.52		$	0.23
Net income attributable to common stockholders - basic													$	0.21		$	0.19
Net income attributable to common stockholders - diluted													$	0.21		$	0.18

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Numerator – basic and diluted earnings per unit:
Net income (loss)	$	45,990		$	(2,653	)	$	72,240		$	31,796
Net loss (income) attributable to noncontrolling interests – partially owned properties	366			(97		)	252			(202		)
Net income													$	31,368		$	26,250
Net loss attributable to noncontrolling interests – partially owned properties													(1,568		)	(114		)
Series A preferred unit distributions	(31		)	(31		)	(62		)	(62		)	(31		)	(31		)
Amount allocated to participating securities	(377		)	(389		)	(883		)	(857		)	(573		)	(506		)
Net income (loss) attributable to common unitholders	$	45,948		$	(3,170	)	$	71,547		$	30,675
Net income attributable to common unitholders													$	29,196		$	25,599

Denominator:
Basic weighted average common units outstanding	137,615,938			135,643,549			137,547,575			134,866,879			137,696,323			137,482,493
Unvested restricted stock awards (Note 10)	899,111			—			936,552			907,444
Unvested restricted stock awards (Note 8)													1,050,843			974,406
Diluted weighted average common units outstanding	138,515,049			135,643,549			138,484,127			135,774,323			138,747,166			138,456,899


Earnings per unit:
Net income (loss) attributable to common unitholders - basic and diluted	$	0.33	$	(0.02	)	$	0.52	$	0.23
Net income attributable to common unitholders - basic										$	0.21	$	0.19
Net income attributable to common unitholders - diluted										$	0.21	$	0.18

3. Acquisitions

Presale Development Projects: During the ~~six~~three months ended ~~June 30,~~March 31, 2018, the Company entered into two presale agreements to purchase two properties under ~~development.~~development that when completed will contain 783 beds. The Company is obligated to purchase the properties for approximately $107.3 million, which includes the contractual purchase price and the cost of elected upgrades, as long as the developer meets certain construction completion deadlines and other closing conditions.



~~Property~~	~~Location~~	~~Primary University Served~~	~~Project Type~~	~~Beds~~	~~Scheduled Completion~~
~~The Flex at Stadium Centre~~	~~Tallahassee, FL~~	~~Florida State University~~	~~Off-campus~~	~~340~~	~~August 2019~~
~~959 Franklin~~ ⁽¹⁾	~~Eugene, OR~~	~~University of Oregon~~	~~Off-campus~~	~~443~~	~~September 2019~~
				~~783~~


⁽¹⁾	As ~~part of the presale agreement, the Company provided $15.6 million of mezzanine financing to the project.~~

~~Land Acquisitions:~~ During the six months ended June 30, 2017, the Company purchased four land parcels for a total purchase price of approximately $11.1 million. Total cash consideration was approximately $8.0 million. The difference between the fair value of the land and the cash consideration represents non-cash consideration. In addition, the Company made an initial investment of $9.0 million in a joint venture that holds a land parcel with fair value of $12.0 million.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~Property Acquisitions:~~ During the six months ended June 30, 2017, the Company acquired the following wholly-owned properties for a total purchase price of approximately $158.5 million. Total cash consideration was approximately $158.0 million. The difference between the contracted purchase price and the cash consideration is due to other assets and liabilities that were not part of the ~~contractual purchase price, but were acquired in~~presale agreement, the ~~transactions, as well as transaction costs capitalized as part~~Company provided $15.6 million of mezzanine financing to one of the ~~acquisitions.~~projects.



~~Property~~	~~Location~~	~~Primary University Served~~	~~Acquisition Date~~	~~Beds~~
~~The Arlie~~	~~Arlington, TX~~	~~University of Texas Arlington~~	~~April 2017~~	~~598~~
~~TWELVE at U District~~	~~Seattle, WA~~	~~University of Washington~~	~~June 2017~~	~~384~~
				~~982~~

4. ~~Property Dispositions~~

~~Property Dispositions:~~

In May 2018, the Company sold the following portfolio of three owned properties for approximately $245.0 million, resulting in net proceeds of approximately $242.3 million. The combined net gain on the portfolio disposition totaled approximately $42.3 million.



~~Property~~	~~Location~~	~~Primary University Served~~	~~Beds~~
~~Icon Plaza~~	~~Los Angeles, CA~~	~~University of Southern California~~	~~253~~
~~West 27th Place~~	~~Los Angeles, CA~~	~~University of Southern California~~	~~475~~
~~The Standard~~	~~Athens, GA~~	~~University of Georgia~~	~~610~~
			~~1,338~~

During the six months ended June 30, 2017, the Company sold The Province - Dayton, an owned property located near Wright State University in Dayton, Ohio, containing 657 beds for $25.0 million, resulting in net proceeds of approximately $24.5 million. The net loss on this disposition totaled approximately $0.6 million. Concurrent with the classification of this property as held for sale in December 2016, the Company reduced the property’s carrying amount to its estimated fair value less estimated selling costs, and recorded an impairment charge of $4.9 million.

~~Joint Venture Activity~~:

In May 2018, the Company executed an agreement to enter into a joint venture arrangement with Allianz Real Estate (the “ACC / Allianz Joint Venture Transaction”). The transaction included the sale of a partial ownership interest in a portfolio of seven owned properties, containing 4,611 beds, through a joint venture arrangement. The joint venture transaction involved the joint venture partner making a cash contribution of approximately $373.1 million in exchange for a 45% ownership interest. As part of the transaction, the joint venture issued $330 million of secured mortgage debt. For further discussion refer to Note 7.

The joint venture was determined to be a VIE. As the Company retained control of the properties after the joint venture transaction, it was deemed the primary beneficiary. As such, the Company’s contribution of the properties to the joint venture was recorded at net book value, and the joint venture is included in the Company’s consolidated financial statements contained herein. The joint venture partner’s ownership interest in the joint venture is accounted for as noncontrolling interest. For further discussion refer to Note 9. The difference between the joint venture partner’s cash contribution and its proportional share of the net book value of the properties was recorded in additional paid in capital in the Company’s consolidated balance sheets and consolidated statement of changes in equity.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

5. Investments in Owned Properties

Owned properties, both wholly-owned and those owned through investments in VIEs, consisted of the following:


	June 30, 2018			December 31, 2017			March 31, 2019				December 31, 2018
Land ⁽¹⁾	$	626,991		$	646,991		$	651,573			$	653,522
Buildings and improvements	5,915,120			6,096,527			6,471,752				6,486,106
Furniture, fixtures and equipment	348,579			348,828			371,556				371,429
Construction in progress	664,098			393,045			397,811				302,902
	7,554,788			7,485,391			7,892,692				7,813,959
Less accumulated depreciation	(1,122,049		)	(1,035,027		)	(1,286,673		)		(1,230,562		)
Owned properties, net	$	6,432,739		$	6,450,364		$	6,606,019		⁽²⁾	$	6,583,397

⁽¹⁾

The land balance above includes undeveloped land parcels with book values of approximately ~~$38.0~~$54.5 million as of ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017.~~2018. It also includes land totaling approximately ~~$34.7 million and $29.9~~$10.3 million as of ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017, respectively,~~2018 related to properties under development.

~~6. On-Campus Participating Properties~~

~~On-campus participating properties are as follows:~~

Historical Cost
Lessor/University
Lease
Commencement
Required Debt
Repayment June 30, 2018 December 31, 2017
Texas A&M University System / Prairie View A&M University ⁽¹⁾
2/1/1996 9/1/2023 $ 44,639
$ 44,364
Texas A&M University System / Texas A&M International 2/1/1996 9/1/2023 7,010
6,923
Texas A&M University System / Prairie View A&M University⁽²⁾
10/1/1999 8/31/2025 28,490
27,802
8/31/2028
University of Houston System / University of Houston⁽³⁾
9/27/2000 8/31/2035 36,141
36,062
West Virginia University System / West Virginia University 7/16/2013 7/16/2045 45,239
44,845
161,519
159,996
Accumulated amortization (82,086 ) (78,192 )
On-campus participating properties, net $ 79,433
$ 81,804


⁽¹⁾	~~Consists of three phases placed in service between 1996 and 1998.~~


⁽²⁾	~~Consists~~Excludes the net book value of ~~two phases placed~~one property classified as held for sale in ~~service in 2000 and 2003.~~


⁽³⁾	~~Consists of two phases placed in service in 2001 and 2005.~~the accompanying consolidated balance sheet at March 31, 2019.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

7.5. Debt

A summary of the Company’s outstanding consolidated indebtedness, including unamortized debt premiums and discounts, is as follows:


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Debt secured by owned properties:
Mortgage loans payable:
Unpaid principal balance	$	767,383		$	496,557		$	725,606		$	727,163
Unamortized deferred financing costs	(2,188		)	(2,144		)	(1,961		)	(1,757		)
Unamortized debt premiums	14,048			19,006			10,333			11,579
	779,243			513,419			733,978			736,985
Construction loans payable ⁽¹⁾	113,330			51,780			36,382			22,207
Unamortized deferred financing costs	(1,150		)	(888		)	(205		)	(480		)
	891,423			564,311			770,155			758,712
Debt secured by on-campus participating properties:
Mortgage loans payable⁽²⁾	68,802			69,776			67,384			67,867
Bonds payable(2)	30,575			30,575			27,030			27,030
Unamortized deferred financing costs	(584		)	(642		)	(499		)	(525		)
	98,793			99,709			93,915			94,372
Total secured mortgage, construction and bond debt	990,216			664,020			864,070			853,084
Unsecured notes, net of unamortized OID and deferred financing costs ⁽³⁾	1,587,148			1,585,855			1,589,096			1,588,446
Unsecured term loans, net of unamortized deferred financing costs ⁽⁴⁾	198,593			647,044			198,857			198,769
Unsecured revolving credit facility	51,300			127,600			457,400			387,300
Total debt, net	$	2,827,257		$	3,024,519		$	3,109,423		$	3,027,599


⁽¹⁾	Construction loans payable ~~relates~~relate to construction loans partially financing the development of ~~six~~two presale development projects. These properties are owned by entities determined to be VIEs for which the Company is the primary beneficiary. The creditors of these construction loans do not have recourse to the assets of the Company.


⁽²⁾	The creditors of mortgage loans payable and bonds payable related to on-campus participating properties do not have recourse to the assets of the Company.


⁽³⁾	Includes net unamortized original issue discount (“OID”) of ~~$1.8~~$1.5 million and ~~$1.9~~$1.6 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, and net unamortized deferred financing costs of ~~$11.1~~$9.4 million and ~~$12.2~~$10.0 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.


⁽⁴⁾	Includes net unamortized deferred financing costs of ~~$1.4~~$1.1 million and ~~$3.0~~$1.2 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Mortgage and Construction Loans Payable

~~During the six months ended June 30, 2018,~~In January 2019, the Company ~~paid off approximately $55.9~~refinanced $70.0 million of ~~fixed~~variable rate ~~mortgage~~ debt ~~secured by three owned properties. Additionally, during~~on one wholly-owned property, extending the ~~six months ended June 30, 2018,~~maturity to January 2024. This transaction was accounted for as a debt extinguishment. The Company entered into an interest rate swap contract to hedge the ~~Company paid $2.7 million in debt defeasance costs~~variable rate cash flows associated with ~~the early pay-off of~~interest payments on this LIBOR-based mortgage loans in connection with the sale of one owned property and one owned property included in the ACC / Allianz Joint Venture Transaction (see Note 4). These costs were partially offset by the net write-off of $1.9 million of premiums and deferred financing costs,loan, resulting in a ~~loss from early extinguishment of debt of $0.8 million. During the six months ended June 30, 2017, the Company did not pay off any~~ fixed rate ~~mortgage debt.~~

~~In May 2018, as part~~ of the ACC / Allianz Joint Venture Transaction, the joint venture issued $330 million of fixed rate secured mortgage debt with a coupon of 4.07% and the full amount of principal due at maturity in June 2028 (see4.00%. Refer to Note ~~4).~~9 for information related to derivatives.

In May 2017, the lender of the non-recourse mortgage loan secured by Blanton Common, a property located near Valdosta State University which was inherited as part of the GMH student housing transaction in 2008, sent a formal notice of default and initiated foreclosure proceedings. The property generated insufficient cash flow to cover the debt service on the mortgage, which had a balance of $27.4 million at default and a contractual maturity date of August 2017. In May 2017, the lender began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. In June 2017, the Company recorded an impairment charge for this property of $15.3 million. In August 2017, the property transferred to receivership and a third-party manager began managing the property on behalf of the lender. As of ~~June 30, 2018,~~March 31, 2019, the Company was cooperating

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

with the lender to allow for a consensual foreclosure process upon which the property will be surrendered to the lender in satisfaction of the mortgage loan.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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
October 2017	400,000		99.912	3.625	%	3.635	%		352		10
	$	1,600,000							$	3,028


⁽¹⁾	The yield includes the effect of the amortization of interest rate swap terminations (see Note ~~11)~~9).

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 ~~June 30, 2018,~~March 31, 2019, the Company was in compliance with all such covenants.

Unsecured Revolving Credit Facility

In ~~January 2017,~~February 2019, the Company ~~entered into~~exercised the ~~Fifth Amended and Restated Credit Agreement (the “Agreement”). Pursuant~~option under the existing credit agreement to increase the ~~Agreement,~~capacity of the ~~Company increased the size of its~~ unsecured revolving credit facility from ~~$500~~$700 million to ~~$700 million, which~~$1 billion. It may be expanded by up to an additional ~~$500~~$200 million upon the satisfaction of certain conditions. ~~In connection with the Agreement, the~~The maturity date of the revolving credit facility ~~was extended from March 2018 to~~is March 2022.

The unsecured revolving credit facility bears interest at a variable rate, at the Company’s option, based upon a base rate of 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. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the ~~$700 million~~$1 billion revolving credit facility. As of ~~June 30, 2018,~~March 31, 2019, the revolving credit facility bore interest at a weighted average annual rate of ~~3.28% (2.08%~~3.69% (2.49% + 1.00% spread + 0.20% facility fee), and availability under the revolving credit facility totaled ~~$648.7~~$542.6 million.

The terms of the unsecured credit facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens. The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation and amortization) to fixed charges. The financial covenants also include a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of ~~June 30, 2018,~~March 31, 2019, the Company was in compliance with all such covenants.

Unsecured Term Loans

In May 2018, the Company repaid the $300 million unsecured term loan (“Term Loan III Facility”) and the $150 million unsecured term loan (“Term Loan I Facility”) which were due to mature in September 2018 and March 2021, respectively, using the proceeds from the sale of a partial interest in a portfolio of seven owned properties and the portfolio sale of three owned properties (see Note 4). In connection with the pay-off of the Term Loan III Facility and Term Loan I Facility, the Company accelerated the amortization of $0.9 million of deferred financing costs.

~~In June~~ 2017, the Company entered into an Unsecured Term Loan Credit Agreement (the “Term Loan II Facility”) totaling $200 million. The maturity date of the Term Loan II Facility is June 2022. The agreement has an accordion feature that allows the

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. The weighted average annual rate on the Term Loan II Facility was ~~3.10% (2.00%~~3.58% (2.48% + 1.10% spread), at ~~June 30, 2018.~~March 31, 2019.

The terms of the term loan facilities described above include certain restrictions and covenants consistent with those of the unsecured revolving credit facility discussed above. As of ~~June 30, 2018,~~March 31, 2019, the Company was in compliance with all such covenants.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8.6. Stockholders’ Equity / Partners’ Capital

Stockholders’ Equity - Company

In May 2018, the Company renewed its 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 $233.0 million that were not sold under the ~~company's~~Company's previous ATM equity program that expired in May 2018. 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.

There was no activity under the Company’s ATM Equity Program during the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018. ~~The following table presents activity under the Company’s previous ATM equity program during the three and six months ended June 30, 2017:~~

Three Months Ended
June 30, 2017 Six Months Ended
June 30, 2017
Total net proceeds $ 124,745
$ 187,403
Commissions paid to sales agents $ 1,573
$ 2,354
Weighted average price per share $ 47.69
$ 48.34
Shares of common stock sold 2,648,735
3,925,456

As of ~~June 30, 2018,~~March 31, 2019, the Company had approximately $500.0 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 certain employees and members of the Company’s Board of Directors, in which vested share awards (see Note ~~10)~~8), 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 shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the ~~six~~three months ended ~~June 30, 2018, 12,956~~March 31, 2019, 7,332 and ~~7,131~~5,503 shares of vested stock were deposited into and withdrawn from the Deferred Compensation Plan, respectively. As of ~~June 30, 2018, 69,603~~March 31, 2019, 71,432 shares of ACC’s common stock were held in the Deferred Compensation Plan.

~~Partners’ Capital – Operating Partnership~~

~~In connection with the issuance of common shares under the 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.~~

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

9.7. Noncontrolling Interests

Interests in Consolidated Real Estate Joint Ventures and Presale Arrangements

Noncontrolling interests - partially owned properties: As of ~~June 30, 2018,~~March 31, 2019, the Operating Partnership consolidates four joint ventures that own and operate ten owned off-campus ~~properties, including the ACC / Allianz Joint Venture Transaction discussed in Note 4.~~properties. Additionally, the Company has entered into ~~three~~two presale agreements to purchase ~~three~~two in-process development properties. The portion of net assets attributable to the third-party partners in these arrangements is classified as “noncontrolling interests - partially owned properties” within equity and capital on the accompanying consolidated balance sheets of ACC and the Operating Partnership, respectively.

Redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership): ~~As part~~In the third quarter of ~~an agreement to acquire a portfolio of seven student housing properties from affiliates of Core Spaces and DRW Real Estate Investments (the “Core Transaction”),~~2017, the Company entered into two joint ventures (the “Core Joint Ventures”) ~~in the third quarter of 2017.~~. The Company is consolidating these joint ventures and the noncontrolling interest holder in each of these consolidated joint ventures has the option to redeem its noncontrolling interest in the entities through the exercise of put options. The options will be exercisable in the third and fourth quarter of 2019, and the redemption price is based on the fair value of the properties at the time of option exercise. As the exercise of the options is outside of the Company’s control, the portion of net assets attributable to the third-party partner in each of the Core Joint Ventures is classified as “redeemable noncontrolling interests” and “redeemable limited partners” in the mezzanine section of the accompanying consolidated balance sheets of ACC and the Operating Partnership, respectively. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, there were no changes in the redemption value of redeemable noncontrolling ~~interests~~interest that resulted from a change in the fair value of the net assets held by the Core Joint Ventures.

The third-party partners’ share of the income or loss of the joint ventures described above is calculated based on the partners’ economic interest in the joint ventures and is included in “net income attributable to noncontrolling interests” on the consolidated statements of comprehensive income of ACC, and is reported as “net income attributable to noncontrolling interests - partially owned properties” on the consolidated statements of comprehensive income of the Operating Partnership.

Operating Partnership Ownership

Also included in redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) are OP Units for which 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 units classified as such include Series A Preferred Units (“Preferred OP Units”) as well as Common OP Units. The value of ~~redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) related to~~ OP Units ~~on the accompanying consolidated balance sheets~~ is reported at the greater of fair value, which is based on the closing market value of the Company’s common

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

stock at period end, or historical cost at the end of each reporting period. The OP Unitholders’ share of the income or loss of the Company is included in “net income attributable to noncontrolling interests” on the consolidated statements of comprehensive income of ACC.

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively,~~2018, approximately ~~0.7% and 0.8%~~0.5% of the equity interests of the Operating Partnership were held by owners of Common OP Units and Preferred OP Units not held by ACC or ACC Holdings. During the ~~six~~three months ended ~~June 30, 2018, 68,448 Common~~March 31, 2019, 42,271 Preferred OP Units were converted into an equal number of shares of ACC’s common stock. During the year ended December 31, ~~2017, 22,000~~2018, 412,343 Common OP Units were converted into an equal number of shares of ACC’s common stock.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Below is a table summarizing the activity of redeemable noncontrolling interests (ACC) / redeemable limited partners (Operating Partnership) for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, which includes both the redeemable joint venture partners and OP Units discussed above:


Balance, December 31, 2017	$	132,169
Balance, December 31, 2018				$	184,446
Net income	554			259
Distributions, net of contributions	(836		)
Distributions				(305		)
Conversion of OP Units into shares of ACC common stock	(478		)	(252		)
Adjustments to reflect OP Units at fair value	(100		)	2,547
Balance, June 30, 2018	$	131,309
Balance, March 31, 2019				$	186,695



Balance, December 31, 2017	$	132,169
Net income	210
Distributions, net of contributions	(376		)
Conversion of OP Units into shares of ACC common stock	(478		)
Adjustments to reflect OP Units at fair value	(4,526		)
Balance, March 31, 2018	$	126,999

~~10.~~8. Incentive Award Plan

In May 2018, the Company’s stockholders approved the American Campus Communities, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan replaced the Company’s 2010 Incentive Award Plan (the “2010 Plan”). The 2018 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 2018 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 3.5 million shares of the Company’s common stock for issuance pursuant to the 2018 Plan, subject to certain adjustments for changes in the Company’s capital structure, as defined in the 2018 Plan. Upon approval of the 2018 Plan, all remaining authorized shares that were not granted under the 2010 Plan were forfeited and are no longer available for issuance as new awards.

~~Restricted Stock Units (“RSUs”)~~

In March 2018, the Company appointed a new member to the Board of Directors who was granted RSUs valued at $115,000. A compensation charge of approximately $0.1 million was recorded during the six months ended June 30, 2018 related to this award.

Upon reelection to the Board of Directors in May 2018, all members of the Company’s Board of Directors were granted RSUs in accordance with the 2018 Plan. These RSUs were valued at $160,000 for the Chairman of the Board of Directors and at $115,000 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 2018 Plan. All awards vested and settled immediately on the date of grant, and the Company delivered shares of common stock, as determined by the Compensation Committee of the Board of Directors. A compensation charge of approximately $0.9 million was recorded during the six months ended June 30, 2018 related to these awards.

~~A summary of RSUs as of June 30, 2018 and activity during the six months then ended is presented below:~~



	~~Number of RSUs~~
~~Outstanding at December 31, 2017~~	—
~~Granted~~	~~24,630~~
~~Settled in common shares~~	~~(24,630~~	)
~~Settled in cash~~	—
~~Outstanding at June 30, 2018~~	—

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Restricted Stock Awards (“RSAs”)

A summary of RSAs as of ~~June 30, 2018~~March 31, 2019 and activity during the ~~six~~three months then ended is presented below:



	Number of RSAs
Nonvested balance at December 31, ~~2017~~2018	~~810,870~~862,680
Granted	~~354,944~~383,087
Vested⁽¹⁾	(~~240,845~~266,556	)
Forfeited	(~~39,569~~5,295	)
Nonvested balance at ~~June 30, 2018~~March 31, 2019	~~885,400~~973,916

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

The fair value of RSAs is calculated based on the closing market value of ACC’s common stock on the date of grant. The fair value of these awards is amortized to expense over the vesting periods. Amortization expense for the three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ amounted to approximately ~~$2.8~~$3.8 million and ~~$3.9~~$3.3 million, ~~respectively, and $6.1 million and $8.2 million for the six months ended June 30, 2018 and 2017,~~ respectively.

~~11.~~9. 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. As disclosed in Note 2, the adoption of ASU 2017-12 did not have a material effect on the Company’s consolidated financial statements. The ~~effective portion of changes~~change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (“OCI”) (outside of earnings) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects ~~earnings. The ineffective portion of changes in~~earnings within the ~~fair value~~same income statement line item as the earnings effect of the ~~derivative is recognized directly in earnings. Ineffectiveness resulting from~~hedged transaction.

The following table summarizes the ~~derivative instruments was immaterial for both the three and six month periods ended June 30, 2018 and 2017. As of June 30, 2018, the Company had~~Company’s outstanding interest rate swap contracts ~~with a notional amount of approximately $97.0 million. The fair value of such interest rate~~and forward starting swap contracts ~~was immaterial~~which are included in other assets and other liabilities on the accompanying consolidated balance sheets as of ~~both June 30, 2018 and December~~March 31, ~~2017.~~2019:



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	$	13,014	$	(6	)
Cullen Oaks mortgage loan		Feb 18, 2014	Feb 15, 2021	2.2750%	LIBOR - 1 month	13,148		(6		)
Park Point mortgage loan		Feb 1, 2019	Jan 16, 2024	2.7475%	LIBOR - 1 month	70,000		(1,919		)
Unsecured corporate debt	⁽¹⁾	Sep 30, 2019	Sep 30, 2029	2.8020%	LIBOR - 3 month	100,000		(3,490		)
Unsecured corporate debt	⁽¹⁾	Sep 30, 2019	Sep 30, 2029	2.8025%	LIBOR - 3 month	50,000		(1,742		)
Unsecured corporate debt	⁽¹⁾	Sep 30, 2019	Sep 30, 2029	2.7990%	LIBOR - 3 month	50,000		(1,727		)
					Total	$	296,162	$	(8,890	)


⁽¹⁾	Represents forward starting swaps to hedge forecasted issuances of unsecured debt.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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 March 31, 2019 and December 31, 2018:



	Asset Derivatives					Liability Derivatives
		Fair Value as of					Fair Value as of
Description	Balance Sheet Location	March 31, 2019		December 31, 2018		Balance Sheet Location	March 31, 2019		December 31, 2018

Interest rate swap contracts	Other assets	$	—	$	101	Other liabilities	$	1,931	$	—
Forward starting swap contracts	Other assets	—		—		Other liabilities	6,959		2,287
Total derivatives designated as hedging instruments		$	—	$	101		$	8,890	$	2,287

The table below presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018.



	Three Months Ended March 31,
Description	2019			2018
Amount of (loss) gain recognized in OCI on derivatives	$	(5,896	)	$	363
Amount of loss reclassified from accumulated OCI into interest expense	$	102		$	102
Interest expense presented in the consolidated statements of comprehensive income in which the effects of cash flow hedges are recorded	$	27,061		$	23,684

~~12.~~Credit-risk-related Contingent Features

The Company has agreements with some of its derivative counterparties that contain a provision such that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. Similarly, the Company has agreements with some of its derivative counterparties that contain a provision such that the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

10. 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 ~~June 30,~~March 31, 2019 and December 31, 2018, ~~and 2017,~~ 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.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Disclosures concerning financial instruments measured at fair value are as follows:


	Fair Value Measurements as of																Fair Value Measurements as of
	June 30, 2018								December 31, 2017								March 31, 2019								December 31, 2018
	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		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
Assets:
Derivative financial instruments																	$	—	$	—	$	—	$	—	$	—	$	101	$	—	$	101
Liabilities:
Derivative financial instruments																	$	—	$	8,890	$	—	$	8,890	$	—	$	2,287	$	—	$	2,287
Mezzanine:
Redeemable noncontrolling interests (Company)/Redeemable limited partners (Operating Partnership)	$	—	$	43,574	$	87,735	$	131,309	$	—	$	44,503	$	87,666	$	132,169	$	—	$	29,977	$	156,718	$	186,695	$	—	$	27,828	$	156,618	$	184,446

The OP Unit component of redeemable noncontrolling interests has a redemption feature, and is marked to its redemption value when the redemption value exceeds the original issue price. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and is 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.

As discussed in Note 9,7, the redeemable noncontrolling interests related to the joint venture partners in the Core Transaction are marked to their redemption value at each balance sheet date. The redemption value is based on the fair value of the underlying properties held by the joint ventures. This analysis incorporates information obtained from a number of sources, including the Company’s analysis of comparable properties in the Company’s portfolio, estimations of net operating results of the properties, capitalization rates, discount rates, and other market data. The Company has determined these estimates are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy.

Financial Instruments Not Carried at Fair Value

Cash and Cash Equivalents, Restricted Cash, Student Contracts Receivable, certain items in Other Assets (including receivables, deposits, and prepaid expenses), 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.

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

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.

Construction Loans Payable, Unsecured Revolving Credit Facility, and Unsecured Term Loans: The fair value of these instruments approximates their carrying values due to the variable interest rate feature of these instruments.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The table below contains the estimated fair value and related carrying amounts for the Company’s financial instruments as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	June 30, 2018					December 31, 2017					March 31, 2019					December 31, 2018
	Estimated Fair Value		Carrying Amount			Estimated Fair Value		Carrying Amount			Estimated Fair Value		Carrying Amount			Estimated Fair Value		Carrying Amount
Assets:
Loans receivable	$	54,140	$	59,586		$	54,140	$	57,948		$	50,993	$	55,383		$	50,993	$	54,611
Liabilities:
Unsecured notes	$	1,556,789	$	1,587,148	⁽¹⁾	$	1,620,839	$	1,585,855	⁽¹⁾	$	1,592,615	$	1,589,096	⁽¹⁾	$	1,566,900	$	1,588,446	⁽¹⁾
Mortgage loans payable	$	818,563	$	847,793	⁽²⁾	$	571,676	$	582,927	⁽²⁾	$	737,020	$	760,093	⁽²⁾	$	668,911	$	693,384	⁽³⁾
Bonds payable	$	32,467	$	30,243	⁽³⁾	$	32,552	$	30,201	⁽³⁾	$	28,911	$	26,760	⁽⁴⁾	$	28,805	$	26,741	⁽⁴⁾


⁽¹⁾	Includes net unamortized OID and net unamortized deferred financing costs (see Note 7)5).


⁽²⁾	Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 7)5). Does not include one variable rate mortgage loan with a principal balance of $41.2 million as of March 31, 2019.


⁽³⁾	Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 5). Does not include two variable rate mortgage loans with a combined principal balance of $111.4 million as of December 31, 2018.

⁽³⁾⁽⁴⁾ Includes net unamortized deferred financing costs (see Note 7)5).

~~13.~~11. Leases

Refer to Note 2 for information on the impact of the adoption of the New Leases Standard.

As Lessee

The Company, as lessee, has entered into 50 ground/facility and office space lease agreements, which qualify as operating leases under the New Leases Standard. These leases include leases entered into under the ACE program with university systems and Walt Disney World^® Resort, leases with local and regional land owners for owned off-campus properties, leases for corporate office space, and leases under the OCPP structure. Under such leases, the lessors receive annual minimum (base) rent, variable rent based upon the operating performance of the property, or a combination thereof. The leases have original terms (excluding extension options) ranging from seven to 102 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company records base rent expense under the straight-line method over the term of the lease, and variable rent expense is recorded when the achievement of the target is considered probable. Straight-line rent is capitalized during the construction period and expensed upon the commencement of operations. In the accompanying consolidated statements of comprehensive income, rent expense for ACE properties and OCPPs is included in ground/facility lease expense, and rent expense for owned off-campus properties is included in owned properties operating expenses. Total straight line rent expense, variable rent expense, and capitalized rent costs for the three months ended March 31, 2019 was $2.5 million, $2.6 million, and $2.5 million, respectively.

As of March 31, 2019, ROU Assets, which are included in other assets on the accompanying consolidated balance sheet, were approximately $280.0 million. For purposes of calculating the ROU Asset and lease liability for such leases, extension options are not included in the lease term unless it is reasonably certain that the Company will exercise the option, or the lessor has the sole ability to exercise the option. As most of the Company’s leases do not contain an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments. This involves determining a secured interest rate for each lease based on the term of the respective lease. The weighted average incremental borrowing rate was 6.03% as of March 31, 2019. The weighted average remaining lease term of leases with a lease liability as of March 31, 2019 is 58.2 years (excluding extension options).

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

There were no finance lease obligations outstanding as of March 31, 2019. Future minimum commitments over the life of all operating leases, which exclude variable rent payments, are as follows:



	March 31, 2019				December 31, 2018
2019	$	8,331		⁽¹⁾	$	9,463
2020	11,814				12,092
2021	16,280				16,653
2022	18,988				18,999
2023	19,067				18,903
Thereafter	1,049,874				1,042,842
Total minimum lease payments	1,124,354				$	1,118,952
Less imputed interest	(841,804		)
Total lease liabilities	$	282,550

⁽¹⁾Excluding the three months ended March 31, 2019.

As Lessor

The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases, and which have terms of 12 months or less. These student leases do not provide for variable rent payments. The Company is also a lessor under commercial leases at certain owned properties, some of which provide for variable lease payments based upon tenant performance such as a percentage of sales. The Company recognizes the base lease payments provided for under the leases on a straight-line basis over the lease term, and variable payments are recognized in the period in which the changes in facts and circumstances on which the variable payments are based occur. Lease income under both student and commercial leases is included in owned property revenues in the accompanying consolidated statements of comprehensive income. Lease income under student leases totaled $221.7 million and $201.7 million for the three months ended March 31, 2019 and 2018, respectively, and lease income under commercial leases totaled $3.4 million and $3.3 million for the three months ended March 31, 2019 and 2018, respectively.

12. Commitments and Contingencies

Commitments

Construction Contracts: As of ~~June 30, 2018,~~March 31, 2019, excluding ~~six~~two properties under construction and subject to presale arrangements which are being funded by construction loans, the Company estimates additional costs to complete ~~nine~~six owned development projects under construction to be approximately ~~$200.0~~$446.1 million.

Joint Ventures: As part of the Core Transaction, the Company entered into two joint ventures during the third quarter of 2017. As part of this transaction, the Company is obligated to increase its investment in the joint ventures over a two year ~~period, resulting in a~~period. As of March 31, 2019, the remaining funding commitment ofwas approximately ~~$284.6~~$154.0 million.

Presale Development Projects: The Company has entered into ~~three~~two presale agreements to purchase properties which will be completed in ~~August 2018 and~~ Fall 2019. Total estimated development costs of approximately ~~$149.9~~$107.3 million include the purchase price and elected upgrades, of which ~~$133.0~~$87.1 million remains to be funded as of ~~June 30, 2018.~~March 31, 2019. The Company is obligated to purchase the properties as long as the developer meets certain construction completion deadlines and other closing conditions. As a part of the presale agreements, the Company has the option to elect not to purchase the asset, which would result in the Company paying a significant penalty. 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. See Note 97 for further discussion.

The Company expects to fund the commitments mentioned above through a combination of proceeds from cash flows generated from operations, anticipated property dispositions, joint venture activity, and a combination of debt and equity transactions, which may include net proceeds from the ATM Equity Program discussed in Note 8,6, borrowings under the Company’s existing unsecured credit facilities, and accessing the unsecured bond market.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Contingencies

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 generally require the Company to provide substitute living quarters and transportation for students to and from the

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

university if the project is not complete by an agreed-upon completion date. These guarantees typically expire at the later of five days after completion of the project or once the Company has moved all students from the substitute living quarters into the project.

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 in certain cases 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. The Company’s estimated maximum exposure amount under the above guarantees is approximately ~~$10.3~~$15.8 million as of ~~June 30, 2018.~~March 31, 2019. As of ~~June 30, 2018,~~March 31, 2019, 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.

As a part of the development agreement with Walt Disney World^®Resort, the Company has guaranteed the completion of construction of a $614.6 million project to be delivered in phases from 2020 to 2023. In addition, the Company is subject to a development guarantee in the event that the substantial completion of a project phase is delayed beyond its respective targeted delivery date, except in circumstances resulting in unavoidable delays. The agreement dictates that the Company shall pay damages of $20 per bed for each day of delay for any Disney College Internship Program participant who was either scheduled to live in the delayed phase as well as any participant who was not able to participate in the program due to the lack of available housing and would have otherwise been housed in the delayed phase. Under the agreement, the maximum exposure related to the Disney project assuming all beds are not delivered on their respective delivery date is approximately $0.2 million per day.

Conveyance to University: 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.

Pre-development expenditures: The Company incurs pre-development expenditures such as architectural fees, permits, and deposits associated with the pursuit of third-party and owned development projects. The Company bears the risk of loss of these pre-development expenditures if financing cannot be arranged or the Company is unable to obtain the required permits and authorizations for the project. As such, management periodically evaluates the status of third-party and owned projects that have not yet commenced construction 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. As of March 31, 2019, the Company has deferred approximately $8.2 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.

Other Guarantees: In 2017, as part of the purchase of an undeveloped land parcel, the Company entered into an agreement to construct a commercial retail space within a ~~future~~project under development that will be conveyed back to the seller upon construction completion. If the construction of the retail space is not completed in accordance with the agreement, the Company is required to pay liquidated damages of $2.1 million. As of ~~June 30, 2018,~~March 31, 2019, management anticipates completing construction of the retail space in accordance with the agreement.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~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 regard 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

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

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

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.

~~14.~~13. Segments

The Company defines business segments by their distinct customer base and service provided. The Company has identified four reportable segments: 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 and minority interests.

During the year ended December 31, 2017, the Company revised the measure of profit or loss for each segment to include the allocation of costs related to corporate management and oversight and to exclude intercompany management fee revenue. This was due to a presentation change in the information used by the Company’s chief operating decision makers to assess segment and company-wide performance and allocate resources, which was driven by the reorganization of duties within the Company’s executive management team. Prior period amounts have been reclassified to conform to the current period presentation.

Three Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017
Owned Properties
Rental revenues and other income $ 190,223
$ 169,874
$ 396,612
$ 349,584
Interest income 383
385
764
776
Total revenues from external customers 190,606
170,259
397,376
350,360
Operating expenses before depreciation, amortization, and ground/facility lease expense (86,136 ) (75,172 ) (174,196 ) (150,129 )
Ground/facility lease expense (1,940 ) (1,687 ) (3,987 ) (3,287 )
Interest expense, net⁽¹⁾
(1,760 ) 664
(3,389 ) 346
Operating income before depreciation and amortization $ 100,770
$ 94,064
$ 215,804
$ 197,290
Depreciation and amortization $ 60,454
$ 53,345
$ 122,262
$ 103,002
Capital expenditures $ 148,905
$ 148,074
$ 283,155
$ 276,728

On-Campus Participating Properties

Rental revenues and other income $ 6,182
$ 6,171
$ 16,625
$ 16,329
Interest income 41
15
62
23
Total revenues from external customers 6,223
6,186
16,687
16,352
Operating expenses before depreciation, amortization, and ground/facility lease expense (3,730 ) (3,892 ) (7,155 ) (7,157 )
Ground/facility lease expense (793 ) (778 ) (1,588 ) (1,535 )
Interest expense (1,269 ) (1,342 ) (2,522 ) (2,675 )
Operating income before depreciation and amortization $ 431
$ 174
$ 5,422
$ 4,985
Depreciation and amortization $ 1,952
$ 1,869
$ 3,894
$ 3,729
Capital expenditures $ 378
$ 661
$ 1,524
$ 870

Development Services

Development and construction management fees $ 2,202
$ 675
$ 3,048
$ 1,131
Operating expenses (1,715 ) (1,929 ) (3,920 ) (3,857 )
Operating income (loss) before depreciation and amortization $ 487
$ (1,254 ) $ (872 ) $ (2,726 )

Property Management Services

Property management fees from external customers $ 2,452
$ 2,288
$ 5,183
$ 4,902
Operating expenses (1,829 ) (1,898 ) (3,822 ) (4,053 )
Operating income before depreciation and amortization $ 623
$ 390
$ 1,361
$ 849

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
													2019			2018
Owned Properties
Rental revenues and other income													$	225,201		$	206,389
Interest income													119			381
Total revenues from external customers													225,320			206,770
Operating expenses before depreciation, amortization, and ground/facility lease expense													(92,169		)	(88,060		)
Ground/facility lease expense													(2,667		)	(2,047		)
Interest expense, net ⁽¹⁾													(4,763		)	(1,629		)
Operating income before depreciation and amortization													$	125,721		$	115,034
Depreciation and amortization													$	65,632		$	61,808
Capital expenditures													$	115,519		$	134,250

On-Campus Participating Properties
Rental revenues and other income													$	11,448		$	10,443
Interest income													41			21
Total revenues from external customers													11,489			10,464
Operating expenses before depreciation, amortization, and ground/facility lease expense													(3,957		)	(3,425		)
Ground/facility lease expense													(882		)	(795		)
Interest expense, net ⁽¹⁾													(1,303		)	(1,253		)
Operating income before depreciation and amortization													$	5,347		$	4,991
Depreciation and amortization													$	2,056		$	1,942
Capital expenditures													$	230		$	1,146

Development Services
Development and construction management fees													$	3,171		$	846
Operating expenses													(1,886		)	(2,205		)
Operating income (loss) before depreciation and amortization													$	1,285		$	(1,359	)

Property Management Services
Property management fees from external customers													$	2,311		$	2,731
Operating expenses													(2,300		)	(1,993		)
Operating income before depreciation and amortization													$	11		$	738
	2018			2017			2018			2017
Reconciliations
Total segment revenues and other income	$	220,811		$	179,408		$	422,294		$	372,745		$	242,291		$	220,811
Unallocated interest income earned on investments and corporate cash	819			832			1,640			1,665			766			821
Total consolidated revenues, including interest income	$	221,630		$	180,240		$	423,934		$	374,410		$	243,057		$	221,632

Segment operating income before depreciation and amortization	$	102,311		$	93,374		$	221,715		$	200,398		$	132,364		$	119,404
Depreciation and amortization	(65,751		)	(56,966		)	(131,944		)	(110,317		)	(69,887		)	(66,193		)
Net unallocated expenses relating to corporate interest and overhead	(32,663		)	(22,845		)	(59,343		)	(41,812		)	(27,544		)	(26,680		)
Gain (loss) from disposition of real estate	42,314			(632		)	42,314			(632		)
Loss from early extinguishment of debt	(784		)	—			(784		)	—
Other operating income	2,648			—			2,648			—
Provision for real estate impairment	—			(15,317		)	—			(15,317		)	(3,201		)	—
Income tax provision	(2,085		)	(267		)	(2,366		)	(524		)	(364		)	(281		)
Net income (loss)	$	45,990		$	(2,653	)	$	72,240		$	31,796
Net income													$	31,368		$	26,250


⁽¹⁾	Net of capitalized interest and amortization of debt premiums.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~15.~~14. Subsequent Events

Distributions: On ~~August~~May 1, ~~2018,~~2019, the Board of Directors of the Company declared a distribution per share of ~~$0.46,~~$0.47, which will be paid on ~~August~~May 24, ~~2018~~2019 to all common stockholders of record as of ~~August~~May 13, ~~2018.~~2019. At the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units (see Note 9)7).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 our Form 10-K for the year ended December 31, ~~2017.~~2018.

Our Company and Our 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.~~LP (“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.” 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. Unless otherwise indicated, the accompanying discussion applies to both the Company and the Operating Partnership.

Property Portfolio

As of ~~June 30, 2018,~~March 31, 2019, our total owned property portfolio contained ~~168~~171 properties, consisting of owned off-campus student housing properties that are in close proximity to colleges and universities, American Campus Equity (“ACE^®”) properties operated under ground/facility leases with university systems, and on-campus participating properties operated under ground/facility leases with the related university systems. Of the ~~168~~171 properties, 15eight were under development as of ~~June 30, 2018.~~March 31, 2019. 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.

As of ~~June 30, 2018,~~March 31, 2019, through ACC’s taxable REIT subsidiary (“TRS”) entities, we provided third-party management and leasing services for 34 properties, bringing our total owned and third-party managed portfolio to ~~202~~205 properties. Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one to five years.

Below is a summary of our property portfolio as of ~~June 30, 2018:~~March 31, 2019:


Property portfolio:	Properties	Beds	Properties	Beds
Owned operating properties:
Off-campus properties	123	69,416	128	71,856
On-campus ACE ⁽¹⁾	25	18,847
On-campus ACE ^{(1) (2)}			29	23,250
Subtotal – operating properties	148	88,263	157	95,106

Owned properties under development:
Off-campus properties	8	3,718	3	1,278
On-campus ACE⁽²⁾	7	6,427	5	7,733
Subtotal – properties under development	15	10,145	8	9,011

Total owned properties	163	98,408	165	104,117

On-campus participating properties	5	5,086	6	5,230

Total owned property portfolio	168	103,494	171	109,347

Managed properties	34	28,361	34	24,343
Total property portfolio	202	131,855	205	133,690


⁽¹⁾	Includes ~~three~~two properties at Prairie View A&M University that we ultimately expect to be refinanced under the existing on-campus participating structure.


⁽²⁾	Includes 33 properties operated under ground/facility leases with 16 university systems and one property operated under a ground/facility lease with Walt Disney World^® Resort.

Leasing Results

Our financial results for the ~~2018 calendar~~ year ended December 31, 2019 are significantly impacted by the results of our annual leasing process for the 2017/2018 and ~~the~~ 2018/2019 academic years. As of September 30, ~~2017,~~2018, the beginning of the ~~2017/2018~~2018/2019 academic year, occupancy at our ~~2018~~2019 same store properties was ~~96.6% at~~97.0% with a rental rate increase of ~~2.9%~~2.0% compared to the prior academic year, and occupancy at our total owned property portfolio ~~(including 2017 acquisitions and development deliveries)~~ was ~~95.4%~~also 97.0%.

Development

At ~~June 30, 2018,~~March 31, 2019, we were in the process of constructing ~~seven~~five on-campus ACE properties and ~~eight~~one owned off-campus ~~properties, including six presale development projects.~~property. These properties are summarized in the table below:

Owned Development Projects Under Construction:

Project

Location

Primary University Served
Project Type

Beds
Estimated Project Cost Total Costs Incurred Scheduled Occupancy

Gladding Residence Center Richmond, VA Virginia Commonwealth University ACE 1,524 $ 95,700
$ 90,997
August 2018
Irvington House Indianapolis, IN Butler University ACE 648 38,900
32,851
August 2018
Greek Leadership Village Tempe, AZ Arizona State University ACE 957 69,600
59,474
August 2018
David Blackwell Hall Berkeley, CA University of California, Berkeley ACE 781 98,700
91,430
August 2018
NAU Honors College Flagstaff, AZ Northern Arizona University ACE 636 43,400
44,164
August 2018
U Club Townhomes Oxford, MS University of Mississippi Off-campus 528 44,300
41,755
August 2018
SUBTOTAL – 2018 DELIVERIES 5,074 $ 390,600
$ 360,671

191 College Auburn, AL Auburn University Off-campus 495 $ 59,300
$ 22,750
July 2019
Columbus Avenue Student Apts. Boston, MA Northeastern University ACE 825 153,400
81,981
August 2019
University of Arizona Honors College Tucson, AZ University of Arizona ACE 1,056 84,700
22,642
August 2019
SUBTOTAL – 2019 DELIVERIES 2,376 $ 297,400
$ 127,373

TOTAL – ALL PROJECTS 7,450 $ 688,000
$ 488,044



Project	Location	Primary University Served	Project Type	Beds	Estimated Project Cost		Total Costs Incurred		Scheduled Occupancy

191 College	Auburn, AL	Auburn University	Off-campus	495	$	59,300	$	47,507	July 2019
LightView	Boston, MA	Northeastern University	ACE	825	153,400		129,986		August 2019
University of Arizona Honors College	Tucson, AZ	University of Arizona	ACE	1,056	84,700		62,826		August 2019
		SUBTOTAL - 2019 DELIVERIES		2,376	$	297,400	$	240,319

Disney College Program Phases I-II ⁽¹⁾	Orlando, FL	Walt Disney World Resort	ACE	1,627	$	108,500	$	24,775	May & Aug 2020
Currie Hall Phase II	Los Angeles, CA	Univ. of Southern California	ACE	272	42,000		4,313		July 2020
San Francisco State University	San Francisco, CA	San Francisco State Univ.	ACE	584	129,200		27,912		August 2020
		SUBTOTAL - 2020 DELIVERIES		2,483	$	279,700	$	57,000

Disney College Program Phases III-V ⁽¹⁾	Orlando, FL	Walt Disney World Resort	ACE	3,369	$	190,400	$	24,082	Jan, May & Aug 2021
		SUBTOTAL - 2021 DELIVERIES		3,369	$	190,400	$	24,082


⁽¹⁾	The Disney College Program project will be delivered in multiple phases over several years with initial deliveries expected to occur in 2020. Including project phases that are not yet under construction, full development completion is anticipated for 2023. All phases are counted as one property.

Presale Development ~~Projects Under Construction:~~Projects:

Under the terms of a presale transaction, 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. In accordance with accounting

guidance, the Company includes presale properties in its consolidated financial statements upon execution of the presale agreement with the developer. ~~During the six months ended June 30, 2018, the~~

Presale Development Projects Under Construction:

The Company ~~entered into~~is currently party to presale agreements to purchase two owned ~~properties (The Flex at Stadium Centre and 959 Franklin) containing 783 beds for approximately $107.3 million.~~properties. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for a more detailed discussion of our recent presale development activity. As of ~~June 30, 2018,~~March 31, 2019, our presale development pipeline consisted of the following properties:

Project

Location

Primary University Served
Project Type

Beds
Purchase Price Amount Funded as of June 30, 2018 Scheduled Occupancy

The Edge - Stadium Centre Tallahassee, FL Florida State University Off-campus 412 $ 42,600
$ 400
August 2018
Core Spaces / DRW Portfolio⁽¹⁾

Hub Ann Arbor Ann Arbor, MI University of Michigan Off-campus September 2018
Hub Flagstaff Flagstaff, AZ Northern Arizona University Off-campus September 2018
Hub West Lafayette West Lafayette, IN Purdue University Off-campus September 2018
1,500 $ 240,000
$ 24,208

SUBTOTAL – 2018 DELIVERIES 1,912 $ 282,600
$ 24,608

The Flex at Stadium Centre Tallahassee, FL Florida State University Off-campus 340 $ 36,700
$ 353
August 2019
959 Franklin⁽²⁾
Eugene, OR University of Oregon Off-campus 443 70,600
16,123
September 2019
SUBTOTAL – 2019 DELIVERIES 783 $ 107,300
$ 16,476

TOTAL – ALL PROJECTS 2,695 $ 389,900
$ 41,084



Project	Location	Primary University Served	Project Type	Beds	Purchase Price		Amount Funded as of March 31, 2019		Scheduled Occupancy

The Flex at Stadium Centre	Tallahassee, FL	Florida State University	Off-campus	340	$	36,700	$	353	August 2019
959 Franklin⁽¹⁾	Eugene, OR	University of Oregon	Off-campus	443	70,600		19,873		September 2019
SUBTOTAL – 2019 DELIVERIES				783	$	107,300	$	20,226

⁽¹⁾In August 2017, we funded an initial investment of $24.2 million through a joint venture with Core Spaces/DRW Real Estate Investments. Including the initial investment, we expect to invest a total of $240.0 million over a two year period.


⁽²⁾⁽¹⁾	As part of the presale agreement, the Company provided $15.6 million of mezzanine financing to the project.

~~Joint Venture Activity~~

As discussed in more detail in Note 4 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1, in May 2018 we executed an agreement to enter into a joint venture arrangement with Allianz Real Estate the “ACC / Allianz Joint Venture.” The transaction included the sale of a partial ownership interest in a portfolio of seven owned properties, containing 4,611 beds, through a joint venture arrangement. The joint venture transaction involved the joint venture partner making a cash contribution of approximately $373.1 million in exchange for a 45% ownership interest. As part of the transaction, the joint venture issued $330 million of secured mortgage debt. The joint venture will pay the company a property management fee of 4% of total revenues and a 0.25% asset management fee on total invested equity net of debt. In addition, the Company and the joint venture partner will receive periodic distributions of operating cash flow in accordance to their proportionate ownership interest.

~~Dispositions~~

During the three months ended June 30, 2018, the Company sold a portfolio of three owned properties for approximately $245.0 million. Refer to Note 4 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for a more detailed discussion of our recent disposition activity.

Third-Party Development Services

Through ACC’s TRS entities, we provide development and construction management services for student housing properties owned by colleges and universities, charitable foundations and others. As of ~~June 30, 2018,~~March 31, 2019, we were under contract on ~~four~~seven third-party development projects that are currently under construction and whose fees total ~~$15.9~~$25.2 million. As of ~~June 30, 2018,~~March 31, 2019, fees of approximately ~~$6.1~~$8.1 million remained to be earned by the Company with respect to these projects, which have scheduled completion dates in ~~July~~2019 and ~~August 2019~~.2020.

Critical Accounting Policies

With the exception of the adoption of ASC Topic 842, Leases (“ASC 842”), there have been no material changes to the Company’s critical accounting policies disclosed in the Company’s Form 10-K for the year ended December 31, 2018. Refer to Note 2 in the accompanying Notes to Consolidated Financial statements contained in Item 1 for information regarding recently adopted accounting standards, including ASC 842.

Results of Operations

Comparison of the Three Months Ended ~~June 30, 2018~~March 31, 2019 and ~~June 30, 2017~~March 31, 2018

The following table presents our results of operations for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ including the amount and percentage change in these results between the two periods.


	Three Months Ended June 30,											Three Months Ended March 31,
	2018			2017			Change ($)			Change (%)		2019			2018			Change ($)			Change (%)
Revenues
Revenues:
Owned properties	$	189,488		$	169,156		$	20,332		12.0	%	$	224,419		$	205,532		$	18,887		9.2	%
On-campus participating properties	6,182			6,171			11			0.2	%	11,448			10,443			1,005			9.6	%
Third-party development services	2,202			675			1,527			226.2	%	3,171			846			2,325			274.8	%
Third-party management services	2,452			2,288			164			7.2	%	2,311			2,731			(420		)	(15.4	)%
Resident services	735			718			17			2.4	%	782			857			(75		)	(8.8	)%
Total revenues	201,059			179,008			22,051			12.3	%	242,131			220,409			21,722			9.9	%

Operating expenses (income)
Operating expenses:
Owned properties	86,136			75,172			10,964			14.6	%	92,169			88,060			4,109			4.7	%
On-campus participating properties	3,730			3,892			(162		)	(4.2	)%	3,957			3,425			532			15.5	%
Third-party development and management services	3,544			3,827			(283		)	(7.4	)%	4,186			4,198			(12		)	(0.3	)%
General and administrative	13,173			9,782			3,391			34.7	%	7,315			6,699			616			9.2	%
Depreciation and amortization	63,537			55,943			7,594			13.6	%	68,755			64,779			3,976			6.1	%
Ground/facility leases	2,733			2,465			268			10.9	%	3,549			2,842			707			24.9	%
Provision for real estate impairment	—			15,317			(15,317		)	(100.0	)%	3,201			—			3,201			100.0	%
Other operating income	(2,648		)	—			(2,648		)	100.0	%
Total operating expenses	170,205			166,398			3,807			2.3	%	183,132			170,003			13,129			7.7	%

Operating income	30,854			12,610			18,244			144.7	%	58,999			50,406			8,593			17.0	%

Nonoperating income (expenses)
Nonoperating income (expenses):
Interest income	1,243			1,232			11			0.9	%	926			1,223			(297		)	(24.3	)%
Interest expense	(23,338		)	(14,573		)	(8,765		)	60.1	%	(27,061		)	(23,684		)	(3,377		)	14.3	%
Amortization of deferred financing costs	(2,214		)	(1,023		)	(1,191		)	116.4	%	(1,132		)	(1,414		)	282			(19.9	)%
Gain (loss) from disposition of real estate	42,314			(632		)	42,946			(6,795.3	)%
Loss from early extinguishment of debt	(784		)	—			(784		)	100.0	%
Total nonoperating income (expenses)	17,221			(14,996		)	32,217			(214.8	)%
Total nonoperating expenses												(27,267		)	(23,875		)	(3,392		)	14.2	%

Income (loss) before income taxes	48,075			(2,386		)	50,461			(2,114.9	)%
Income before income taxes												31,732			26,531			5,201			19.6	%
Income tax provision	(2,085		)	(267		)	(1,818		)	680.9	%	(364		)	(281		)	(83		)	29.5	%

Net income (loss)	45,990			(2,653		)	48,643			(1,833.5	)%
Net income												31,368			26,250			5,118			19.5	%

Net loss (income) attributable to noncontrolling interests	19			(109		)	128			(117.4	)%
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders	$	46,009		$	(2,762	)	$	48,771		(1,765.8	)%
Net income attributable to noncontrolling interests												(1,728		)	(323		)	(1,405		)	435.0	%
Net income attributable to ACC, Inc. and Subsidiaries common stockholders												$	29,640		$	25,927		$	3,713		14.3	%

Same Store and New Property Operations

We define our same store property portfolio as owned properties that were owned and operating for both of the full years ended December 31, ~~2018~~2019 and December 31, ~~2017,~~2018, which are not conducting or planning to conduct substantial development, redevelopment, or repositioning activities, and are not classified as held for sale as of ~~June 30, 2018.~~March 31, 2019.

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

and administration fees, income from retail tenants, the provision for uncollectible accounts, and income earned by one of our TRS entities 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, and property ~~taxes, and bad debt.~~taxes. 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/other property operations to our consolidated statements of comprehensive income is set forth below:


	Same Store Properties				New Properties				Sold Properties/Other⁽¹⁾				Total - All Properties				Same Store Properties				New Properties				Sold Properties/Other⁽¹⁾				Total - All Properties
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
	2018		2017		2018		2017		2018⁽²⁾		2017 ⁽³⁾		2018		2017		2019		2018		2019		2018		2019⁽²⁾		2018 ⁽³⁾		2019		2018
Number of properties⁽⁴⁾	130		130		17		2		4		5		151		137		144		144		10		—		3		7		157		151
Number of beds ⁽⁴⁾	76,433		76,433		10,970		982		2,198		2,855		89,601		80,270		86,717		86,717		6,985		—		1,404		2,886		95,106		89,603

Revenues ⁽⁵⁾	$	164,760	$	162,367	$	22,293	$	1,833	$	3,170	$	5,674	$	190,223	$	169,874	$	205,369	$	199,115	$	18,558	$	121	$	1,274	$	6,235	$	225,201	$	205,471	⁽⁶⁾
Operating expenses	73,983		71,710		10,305		1,079		1,848		2,383		86,136		75,172		84,837		84,382		6,115		124		1,217		2,636		92,169		87,142		⁽⁶⁾

⁽¹⁾

Does not include the allocation of payroll and other administrative costs related to corporate management and oversight. Operating expenses include $0.3 million of transaction costs and recurring professional fees related to the formation and operation of the ACC / Allianz Joint Venture that are included in owned properties operating expenses in the consolidated statements of comprehensive income.

⁽²⁾

Includes ~~three properties sold in 2018 and~~ one property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August ~~2017.~~2017, and one property consisting of two phases classified as Held for Sale as of March 31, 2019. Also includes recurring professional fees related to the formation and operation of the ACC / Allianz Joint Venture.


⁽³⁾	Includes the properties described above in Note 2, as well as properties sold in 2018 and ~~2017, and~~ one property ~~that is in the process of being transferred~~converted to the ~~lender as discussed above.~~ OCPP structure in January 2019.


⁽⁴⁾	Does not include properties under construction or undergoing redevelopment.


⁽⁵⁾	Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.

⁽⁶⁾

The Company adopted new lease accounting guidance on January 1, 2019 which required the reclassification of the provision for uncollectible accounts from operating expenses to revenue. For purposes of calculating same store and new property results of operations, the reclassification is reflected for all periods presented to ensure comparability between periods. The provision for uncollectible accounts for all owned properties was $1.1 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively.

Same Store Properties: The increase in revenue from our same store properties was primarily due to an increase in average rental rates for the ~~2017/2018~~2018/2019 academic year, ~~partially offset by a decrease~~as well as an increase in weighted average occupancy from ~~91.5%~~94.9% during the three months ended ~~June 30, 2017~~March 31, 2018 to ~~90.1%~~96.9% during the three months ended ~~June 30, 2018.~~March 31, 2019. Future revenues will be dependent on our ability to maintain our current leases in effect for the ~~2017/2018~~2018/2019 academic year and our ability to ~~obtain~~achieve appropriate rental rates and desired occupancy levels for the ~~2018/2019~~2019/2020 academic year at our various properties.

The slight increase in operating expenses ~~from~~for our same store properties was primarily due ~~to: (i) an increase~~to a decrease in ~~property taxes~~utilities expenses, which was primarily due to ~~increased property tax assessments in various markets~~our continuing efforts to renegotiate expiring cable and ~~increases related to 2016 development deliveries~~internet agreements at lower rates, lower electricity costs from favorable weather patterns, and ~~acquisitions~~savings at properties that ~~were assessed at full value for the first time; (ii) an increase in marketing expenses associated with our ongoing leasing efforts; and (iii) other general inflationary factors.~~have recently undergone LED replacements. We anticipate that operating expenses for our same store property portfolio for ~~2018~~2019 will increase as compared to ~~2017, for the reasons discussed above as well as anticipated~~2018 due to increases in ~~utilities~~property taxes, payroll, and ~~payroll expenses.~~general inflation.

New Property Operations: Our new properties for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 include development properties that completed construction and opened for operations in Fall 2018. These properties are summarized in the table below:



Property	Location	Primary University Served	Beds	~~Acquisition/~~ Opening Date
~~Acquisitions:~~Gladding Residence Center (ACE)	Richmond, VA	Virginia Commonwealth University
~~The Arlie~~	~~Arlington, TX~~	~~University of Texas at Arlington~~	~~598~~	~~April 2017~~
~~TWELVE at U District~~	~~Seattle, WA~~	~~University of Washington~~	~~384~~	~~June 2017~~
~~The 515~~	~~Eugene, OR~~	~~University of Oregon~~	~~513~~1,524	August ~~2017~~2018
~~State~~Irvington House (ACE)	~~Fort Collins, CO~~Indianapolis, IN	~~Colorado State~~Butler University	~~665~~648	August ~~2017~~2018
~~The James~~⁽¹⁾	~~Madison, WI~~	~~University of Wisconsin - Madison~~	~~850~~	~~September 2017~~
~~Bridges @ 11th~~	~~Seattle, WA~~	~~University of Washington~~	~~258~~	~~October 2017~~
~~Hub U District Seattle~~⁽¹⁾	~~Seattle, WA~~	~~University of Washington~~	~~248~~	~~November 2017~~
		~~SUBTOTAL - Acquisitions~~	~~3,516~~
~~Owned Developments:~~
~~Tooker House~~Greek Leadership Village (ACE)	Tempe, AZ	Arizona State University	~~1,594~~957	August ~~2017~~2018
~~Sky View~~David Blackwell Hall (ACE)	Berkeley, CA	University of California, Berkeley	780	August 2018
NAU Honors College (ACE)	Flagstaff, AZ	Northern Arizona University	~~626~~636	August ~~2017~~
~~University Square~~	~~Prairie View, TX~~	~~Prairie View A&M University~~	~~466~~	~~August 2017~~2018
U ~~Centre on Turner~~Club Townhomes at Oxford (ACE)	~~Columbia, MO~~Oxford, MS	University of ~~Missouri~~Mississippi	~~718~~528	August ~~2017~~2018
~~U Pointe on Speight~~The Edge - Stadium Centre	~~Waco, TX~~Tallahassee, FL	~~Baylor~~Florida State University	~~700~~413	August ~~2017~~2018
~~21Hundred @ Overton Park~~Hub Ann Arbor	~~Lubbock, TX~~	~~Texas Tech University~~	~~1,204~~	~~August 2017~~
~~Suites at 3rd~~	~~Champaign, IL~~Ann Arbor, MI	University of ~~Illinois~~Michigan	~~251~~310	August ~~2017~~2018
~~U Club Binghamton Phase II~~Hub Flagstaff	~~Binghamton, NY~~Flagstaff, AZ	~~SUNY Binghamton~~Northern Arizona University	~~562~~591	August ~~2017~~2018
~~Callaway House Apartments~~Campus Edge on Pierce	~~Norman, OK~~West Lafayette, IN	Purdue University ~~of Oklahoma~~	~~915~~598	August ~~2017~~
~~U Centre on College~~	~~Clemson, SC~~	~~Clemson University~~	~~418~~	~~August 2017~~
		~~SUBTOTAL - Owned Developments~~	~~7,454~~	2018
		Total - Owned New Developments Properties	~~10,970~~6,985


⁽¹⁾	The James and Hub U District Seattle are properties held by a joint venture formed as part of an agreement to acquire a portfolio of seven student housing properties from affiliates of Core Spaces and DRW Real Estate Investments.

On-Campus Participating Properties (“OCPP”) Operations

~~Same Store~~As of March 31, 2019, we had six OCPPs containing 5,230 beds. In January 2019, one owned property located at Prairie View A&M University was converted to the OCPP ~~Properties:~~ ~~We had five participating~~structure and is now included in our OCPP portfolio, contributing to the increase in both revenues and expenses for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018. In addition, the Company adopted new lease accounting guidance on January 1, 2019 which required the reclassification of the provision for uncollectible accounts from operating expenses to revenue. The reclassification is reflected on a prospective basis in the Consolidated Statements of Comprehensive Income contained in Item 1 herein starting in the first quarter 2019. The amount reclassified from operating expenses to revenue was a $0.8 million benefit and a $0.1 million expense for the three months ended March 31, 2019 and 2018, respectively.

Revenues from these properties ~~containing 5,086 beds which were operating~~increased by $1.0 million, from $10.4 million during the three months ended ~~June 30,~~March 31, 2018, ~~and 2017. Revenues from these properties remained constant at $6.2~~to $11.4 million during the ~~comparable~~ three ~~month periods, as~~months ended March 31, 2019. In addition to the factors described above, the increase was also due to a slight increase in average ~~rental rates for the 2017/2018 academic year was offset by a decrease in average~~ occupancy from ~~52.2%~~95.4% for the three months ended ~~June 30, 2017~~March 31, 2018 to ~~52.0%~~95.7% for the three months ended ~~June 30, 2018. Occupancy at our on-campus participating properties is low during the summer months due to the expiration of the 9-month leases concurrent with the end of the spring semester.~~March 31, 2019. Operating expenses at these properties ~~decreased~~increased by ~~$0.2~~$0.6 million, from ~~$3.9~~$3.4 million for the three months ended ~~June 30, 2017,~~March 31, 2018, to ~~$3.7~~$4.0 million for the three months ended ~~June 30, 2018,~~March 31, 2019. This increase was primarily due to ~~decreases in payroll and utilities expense. Future~~the conversion of one property to the OCPP structure as described above, including related transaction expenses. We anticipate that revenues from these properties for 2019 will increase due to the factors described above. In addition, future revenues will be dependent on our ability to maintain our current leases in effect for the ~~2017/2018~~2018/2019 academic year and our ability to obtain appropriate rental rates and desired occupancy for the ~~2018/2019~~2019/2020 academic year. We anticipate that operating expenses for ~~our on-campus participating~~these properties for ~~2018~~2019 will increase ~~slightly,~~ as compared to ~~2017, as a result~~2018 due to the conversion of one property to the OCPP structure in January 2019 and general inflation.

Third-Party Development Services Revenue

Third-party development services revenue increased by approximately ~~$1.5~~$2.4 million, from ~~$0.7~~$0.8 million during the three months ended ~~June 30, 2017,~~March 31, 2018, to ~~$2.2~~$3.2 million for the three months ended ~~June 30, 2018. The~~March 31, 2019. This increase was primarily due to the closing of bond financing and commencement of construction of the ~~Delaware State~~Calhoun Hall project at Drexel University ~~project~~during the three months ended March 31, 2019, which contributed approximately $1.3 million in ~~May 2018.~~revenue for the quarter. The remainder of the increase is due to an increase in the number of third-party development projects under construction during the current year as compared to the prior year. During the three months ended ~~June 30, 2018,~~March 31, 2019, we had ~~four~~six projects ~~in progress~~under construction with an average contractual fee of ~~approximately $4.0~~$3.8 million, as compared to three projects under construction during the three months ended ~~June 30, 2017, in which we had two projects in progress~~March 31, 2018 with an average contractual fee of ~~approximately $1.7~~$4.5 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 that third-party development services revenue ~~to decrease~~will increase in ~~2018,~~2019 as compared to ~~2017,~~2018 due to ~~a decrease~~an increase in the volume and timing of third-party development projects anticipated to close and commence construction in ~~2018.~~2019.

General and Administrative

General and administrative expenses increased approximately ~~$3.4~~$0.6 million, from ~~$9.8~~$6.7 million during three months ended ~~June 30, 2017,~~March 31, 2018, to ~~$13.2~~$7.3 million for the three months ended June 30, 2018. Excluding $5.8 million in transaction costs incurred in connection with the closing of the ACC / Allianz Joint Venture during three months ended June 30, 2018, and a $3.4 million contractual executive separation and retirement charge as a result of the retirement of the Company’s former Chief Financial Officer during the three months ended June 30, 2017, general and administrative expense increased $1.0 million.March 31, 2019. This increase was primarily due to additional expenses incurred in connection with enhancements to our operating systems platform, additional payroll expenses, and other general inflationary factors. We anticipate general and administrative expenses will ~~increase~~decrease in ~~2018~~2019 as compared to ~~2017, for~~2018 due to transaction costs incurred in 2018 related to the ~~reasons discussed above.~~formation of the ACC / Allianz Joint Venture Transaction, offset by an increase in payroll costs and an increase in expenses incurred in connection with enhancements to our operating systems platform.

Depreciation and Amortization

Depreciation and amortization increased by approximately ~~$7.6~~$4.0 million, from ~~$55.9~~$64.8 million during the three months ended ~~June 30, 2017,~~March 31, 2018, to ~~$63.5~~$68.8 million for the three months ended ~~June 30, 2018.~~March 31, 2019. This increase was primarily due to ~~the following: (i)~~ a ~~$5.7~~$5.6 million increase related to the completion of construction and opening of ten owned development properties in ~~August 2017; (ii)~~Fall 2018, offset by a ~~$3.3 million increase due to property acquisition activity during 2017; and (iii) a $0.4 million increase in corporate depreciation. These increases were partially offset by: (i) a $1.1~~$1.7 million decrease in depreciation and amortization expense related to properties sold ~~during three months ended June 30, 2018; and (ii) a $0.6 million decrease~~ in ~~depreciation and amortization expense at same store properties.~~2018. We anticipate depreciation and amortization expense will increase in ~~2018,~~2019 as compared to ~~2017, for~~2018 due to the ~~reasons discussed above, as well as~~completion of owned development projects ~~anticipated to be completed~~ in Fall ~~2018. These increases will be~~2018 and Fall 2019, offset by property dispositions completed during ~~2017~~2018 and anticipated during 2019.

Ground/Facility Leases

Ground/facility leases expense increased by approximately $0.7 million, from $2.8 million during the three months ended March 31, 2018, to $3.5 million for the three months ended March 31, 2019. This increase was primarily due to ACE development projects that completed construction and opened for operations in Fall 2018. We anticipate ground/facility leases expense will increase in 2019 as compared to 2018, primarily as a result of the timing of new ACE projects being placed into service, and the conversion of one owned property to the OCPP structure in January 2019.

Provision for Real Estate Impairment

During the three months ended ~~June 30, 2017,~~March 31, 2019, we recorded an impairment ~~loss~~charge of ~~approximately $15.3~~$3.2 million for one owned property serving students attending Florida A&M University that is ~~in the process~~classified as Held for Sale as of ~~being transferred to the lender in settlement of the property's $27.4 million mortgage loan that matured in August 2017.~~March 31, 2019. Refer to Note 72 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for a detailed discussion of this transaction.

~~Other Operating Income~~

~~During the three months ended June 30, 2018, we recorded a $2.6 million gain related to cash proceeds received from a litigation settlement.~~

Interest Expense

Interest expense increased by approximately ~~$8.7~~$3.4 million, from ~~$14.6~~$23.7 million during the three months ended ~~June 30, 2017,~~March 31, 2018, to ~~$23.3~~$27.1 million for the three months ended ~~June 30, 2018.~~March 31, 2019. This increase was primarily due to ~~the following: (i) a $2.8~~$3.3 million ~~increase~~ in ~~interest related to the closing of a $200 million term loan in June 2017 and a $300 million term loan in September 2017; (ii) a $3.6 million increase in~~additional interest expense ~~related to our $400 million offering of unsecured notes~~incurred in ~~October 2017; (iii) a $1.7 million decrease in capitalized interest due to~~ the ~~timing and volume of construction activities on our owned development projects during the comparable three month periods; (iv) a $1.1 million increase due~~current year related to the issuance of $330 million in mortgage debt as part of the ACC / Allianz Joint Venture transaction; and (v) a $0.3 million increase in accrued default interest on one of our properties that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017. These increases were partially offset by (i) a $0.5 million decrease related to the pay-off of mortgage loans during 2017 and 2018; and (ii) a $0.2 million decrease related to the disposition of properties with outstanding debt during 2017 and 2018.

We anticipate interest expense will increase in 2018, as compared to 2017, due to the reasons discussed above, increased interest rates on the company’s variable rate debt, and additional interest incurred from any offerings of unsecured notes anticipated during 2018. These increases will be offset by the pay-off of term loansTransaction which closed in May 2018, and ~~expected pay-off~~$2.8 million of ~~outstanding mortgage debt~~

~~scheduled~~additional interest expense due to ~~mature in 2018.~~

~~Amortization~~the timing of ~~Deferred Financing Costs~~

~~Amortization of deferred financing costs increased by approximately $1.2 million, from $1.0 million~~borrowings under our unsecured revolving credit facility during the respective three ~~months ended June 30, 2017 to $2.2~~month periods. These increases were offset by a $2.6 million ~~for the three months ended June 30, 2018. The increase was primarily~~decrease in term loan interest expense due ~~to $0.9 million of accelerated amortization related~~ to the pay-off of $450 million of term ~~loan debt~~loans in ~~May~~ 2018. We anticipate ~~amortization of deferred finance costs~~interest expense will increase in 2019 as compared to 2018 due to ~~the reason discussed above, and offerings of unsecured notes anticipated during 2018.~~

~~Gain (Loss)~~increased interest rates on a higher average outstanding balance under our revolving credit facility throughout 2019, additional interest incurred from ~~Disposition of Real Estate~~

During the three months ended June 30, 2018, we sold a portfolio of three owned properties containing 1,338 beds, resulting in a net gain from disposition of real estate of approximately $42.3 million. During the three months ended June 30, 2017, we sold one owned property containing 657 beds, resulting in a net loss from disposition of real estate of approximately $0.6 million. Gain or loss from the disposition of real estate for the full year 2018 will be dependent on the volume of anticipated disposition activity.

~~Loss from Early Extinguishment of Debt~~

During the three months ended June 30, 2018, we incurred approximately $0.8 million of losses associated with the early pay-off of mortgage loans in connection with the sale of one owned property and one owned property included in the ACC / Allianz Joint Venture Transaction. Refer Note 4 and Note 7 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional details.

~~Income Tax Provision~~

Income tax provision increased by approximately $1.8 million, from $0.3 million during the three months ended June 30, 2017 to $2.1 million for the three months ended June 30, 2018. The increase was primarily due to state income tax due to a tax gain related to the ACC / Allianz Joint Venture Transaction.

~~Comparison of the Six Months Ended June 30, 2018 and June 30, 2017~~

~~The following table presents our results of operations for the six months ended June 30, 2018 and 2017, including the amount and percentage change in these results between the two periods.~~

Six Months Ended
June 30,
2018 2017 Change ($) Change (%)
Revenues
Owned properties $ 395,020
$ 347,987
$ 47,033
13.5 %
On-campus participating properties 16,625
16,329
296
1.8 %
Third-party development services 3,048
1,131
1,917
169.5 %
Third-party management services 5,183
4,902
281
5.7 %
Resident services 1,592
1,597
(5 ) (0.3 )%
Total revenues 421,468
371,946
49,522
13.3 %

Operating expenses (income)

Owned properties 174,196
150,129
24,067
16.0 %
On-campus participating properties 7,155
7,157
(2 ) — %
Third-party development and management services 7,742
7,910
(168 ) (2.1 )%
General and administrative 19,872
16,516
3,356
20.3 %
Depreciation and amortization 128,316
108,266
20,050
18.5 %
Ground/facility leases 5,575
4,822
753
15.6 %
Provision for real estate impairment —
15,317
(15,317 ) (100.0 )%
Other operating income (2,648 ) —
(2,648 ) 100.0 %
Total operating expenses 340,208
310,117
30,091
9.7 %

Operating income 81,260
61,829
19,431
31.4 %

Nonoperating income (expenses)

Interest income 2,466
2,464
2
0.1 %
Interest expense (47,022 ) (29,290 ) (17,732 ) 60.5 %
Amortization of deferred financing costs (3,628 ) (2,051 ) (1,577 ) 76.9 %
Gain (loss) from disposition of real estate 42,314
(632 ) 42,946
(6,795.3 )%
Loss from early extinguishment of debt (784 ) —
(784 ) 100.0 %
Total nonoperating expenses (6,654 ) (29,509 ) 22,855
(77.5 )%

Income before income taxes 74,606
32,320
42,286
130.8 %
Income tax provision (2,366 ) (524 ) (1,842 ) 351.5 %
Net income 72,240
31,796
40,444
127.2 %

Net income attributable to noncontrolling interests (304 ) (508 ) 204
(40.2 )%
Net income attributable to ACC, Inc. and
Subsidiaries common stockholders
$ 71,936
$ 31,288
$ 40,648
129.9 %

~~Same Store and New Property Operations~~

~~A reconciliation of our same store, new property and sold/other property operations to our consolidated statements of comprehensive income is set forth below:~~

Same Store Properties New Properties
Sold Properties/Other ⁽¹⁾
Total - All Properties
Six Months Ended
June 30, Six Months Ended
June 30, Six Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017
2018 ⁽²⁾

2017 ⁽³⁾
2018 2017
Number of properties⁽⁴⁾
130
130
17
2
4
5
151
137
Number of beds ⁽⁴⁾
76,433
76,433
10,970
982
2,198
2,855
89,601
80,270

Revenues ⁽⁵⁾
$ 341,312
$ 335,596
$ 46,796
$ 1,920
$ 8,504
$ 12,068
$ 396,612
$ 349,584
Operating expenses 149,027
143,542
21,130
1,329
4,039
5,258
174,196
150,129

⁽¹⁾


⁽²⁾	Includes three properties sold in 2018 and one property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017.


⁽³⁾	~~Includes properties sold in 2018 and 2017, and one property that is in the process of being transferred to the lender as discussed above.~~


⁽⁴⁾	~~Does not include properties under construction or undergoing redevelopment.~~


⁽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 2017/2018 academic year, partially offset by a decrease in our weighted average occupancy from 94.2%~~during the six months ended June 30, 2017 to 93.1% for the six months ended June 30, 2018.~~

The increase in operating expenses from our same store properties was primarily due to the same factors that contributed to the increase in operating expenses for the three months ended June 30, 2018, as discussed above, as well as an increase in utilities and repairs and maintenance expense incurred during the first quarter 2018 as a result of excessive winter storms.

~~New Property Operations:~~ Our new properties for the six months ended June 30, 2018 are summarized in the table of new properties contained in the discussion of our results of operations for the three months ended June 30, 2018 and 2017.

~~On-Campus Participating Properties (“OCPP”) Operations~~

~~Same Store OCPP Properties:~~ We had five participating properties containing 5,086 beds which were operating during the six months ended June 30, 2018, and 2017. Revenues from these properties increased by $0.3 million, from $16.3 million for the six months ended June 30, 2017, to $16.6 million for the six months ended June 30, 2018 as a result of an increase in average rental rates for the 2017/2018 academic years, offset by a decrease in average occupancy from 74.1% for the six months ended June 30, 2017 to 73.7% for the six months ended June 30, 2018. Operating expenses at these properties remained constant at $7.2 million for both of the comparable six month periods.

~~Third-Party Development Services Revenue~~

Third-party development services revenue increased by approximately $1.9 million, from $1.1 million during the six months ended June 30, 2017, to $3.0 million for the six months ended June 30, 2018. This increase was primarily due to the same factors that contributed to the increase for the three months ended June 30, 2018, as discussed above.

~~General and Administrative~~

General and administrative expenses increased by approximately $3.4 million, from $16.5 million during the six months ended June 30, 2017 to $19.9 million for the six months ended June 30, 2018. Excluding $5.8 million in transaction costs incurred in connection with the closing of the ACC / Allianz Joint Venture during the six months ended June 30, 2018, and $4.5 million in contractual executive separation and retirement charges incurred in the first and second quarter 2017, general and administrative expense increased $2.1 million. This increase was primarily due to the same factors that contributed to the increase in general and administrative expenses for the three months ended June 30, 2018, as discussed above.

~~Depreciation and Amortization~~

Depreciation and amortization increased by approximately $20.0 million, from $108.3 million during the six months ended June 30, 2017, to $128.3 million for the six months ended June 30, 2018. This increase was primarily due to the following: (i) an $11.4 million increase related to the completion of construction and opening of ten owned development properties in August 2017; (ii) an $8.5 million increase due to property acquisition activity during 2017; (iii) a $0.7 million increase in depreciation expense at our same store properties due to capital improvement projects at various properties; and (iv) a $0.6 million increase in depreciation of corporate assets. These increases were partially offset by a $1.0 million decrease in depreciation and amortization expense related to properties sold in 2017 and 2018.

~~Ground/Facility Leases~~

Ground/facility leases expense increased by approximately $0.8 million, from $4.8 million during the six months ended June 30, 2017, to $5.6 million for the six months ended June 30, 2018. This increase was primarily due to ACE development projects that completed construction and opened for operations in Fall 2017. We anticipate ground/facility leases expense to increase due to ACE development projects that have or will complete construction and open for operations in 2017 and in 2018.

~~Provision for Real Estate Impairment~~

During the six months ended June 30, 2017, we recorded an impairment charge of approximately $15.3 million for one owned property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017. Refer to Note 7 in the accompanying Notes to Consolidated Financial Statements in Item 1 for a detailed discussion of this transaction.

~~Interest Expense~~

Interest expense increased by approximately $17.7 million, from $29.3 million during the six months ended June 30, 2017, to $47.0 million for the six months ended June 30, 2018. Interest expense increased as a result of the following: (i) a $6.5 million increase in interest related to the closing of a $200 million term loan in June 2017 and a $300 million term loan in September 2017; (ii) a $7.3 million increase in interest expense related to our $400 million offering of unsecured notes in October 2017; (iii) a $3.1 million decrease in capitalized interest due to the timing and volume of construction activities on our owned development projects during the comparable six month periods; (iv) a $1.1 million increase due to the issuance of $330 million in mortgage debt as part of the ACC / Allianz Joint Venture ~~transaction; (v) an $0.8 million~~Transaction, and additional interest incurred from any additional unsecured debt anticipated during 2019.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests represents consolidated joint venture partners’ share of net income, as well as net income allocable to holders of Operating Partnership units. The increase in ~~accrued default interest on one of our properties that is in the process of being transferred~~this item as compared to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017; and (vi) a $0.4 million increase in interest expense related to increased borrowings on our revolving credit facility. These increases were partially offset by (i) a $1.0 million decrease related to the pay-off of mortgage loans during 2017 and 2018; and (ii) a $0.2 million decrease related to the disposition of properties with outstanding debt during 2017 and 2018.

~~Amortization of Deferred Financing Costs~~

Amortization of deferred financing costs increased by approximately $1.5 million, from $2.1 million during the six months ended June 30, 2017, to $3.6 million for the six months ended June 30, 2018. This increase wasprior year is primarily due to ~~$0.6 million in amortization expense related to~~ the closing of ~~$500 million in term loans in 2017 and $0.9 million of accelerated amortization related to the pay-off of $450 million of term loan debt in May 2018.~~

~~Gain (Loss) from Disposition of Real Estate~~

During the six months ended June 30, 2018, we sold three owned properties containing 1,338 beds, resulting in a net gain from disposition of real estate of approximately $42.3 million. During the six months ended June 30, 2017, we sold one owned property containing 657 beds, resulting in a net gain from disposition of real estate of approximately $0.6 million. Refer to Note 4 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1.

~~Loss from Early Extinguishment of Debt~~

During the six months ended June 30, 2018, we incurred approximately $0.8 million of losses associated with the early pay-off of mortgage loans in connection with the sale of one owned property and one owned property included in the ACC / Allianz Joint Venture ~~Transaction. Refer Note 4 and Note 7~~Transaction in ~~the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional details.~~May 2018.

~~Income Tax Provision~~

Income tax provision increased by approximately $1.9 million, from $0.5 million during the six months ended June 30, 2017, to $2.4 million for the six months ended June 30, 2018. The increase was primarily due to state income tax due to a tax gain related to the ACC / Allianz Joint Venture Transaction.

Liquidity and Capital Resources

Cash Balances and Cash Flows

As of ~~June 30, 2018, excluding our on-campus participating properties,~~March 31, 2019, we had ~~$70.2~~$79.9 million in cash and cash equivalents and restricted cash as compared to ~~$49.9~~$106.5 million in cash and cash equivalents and restricted cash as of December 31, ~~2017.~~2018. 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 1.

Operating Activities: For the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, net cash provided by operating activities was approximately ~~$169.5~~$80.6 million, as compared to approximately ~~$130.8~~$108.1 million for the ~~six~~three months ended ~~June 30, 2017, an increase~~March 31, 2018, a decrease of ~~$38.7~~$27.5 million. This ~~increase~~decrease in cash flows was primarily due to the timing of property tax payments for owned properties ~~as well as~~and the sale of three properties in 2018. This decrease was partially offset by operating cash flows ~~provided by~~from the completion of construction and opening of ~~ten~~six owned development properties and four presale developments in ~~the third quarter of 2017~~August 2018, and ~~property acquisitions~~an increase in ~~2017.~~operating results for same store properties.

Investing Activities: Investing activities utilized ~~totaled~~ approximately ~~$44.4~~$116.9 million and ~~$431.6~~$136.7 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The ~~$387.2~~$19.8 million decrease in cash utilized in investing activities was primarily a result of the following: (i) ~~a $217.8~~an $18.1 million ~~increase in proceeds from property dispositions related to the sale of a three property portfolio during the current quarter; (ii) a $158.0 million~~ decrease in cash paid to acquire operating and under development properties; (iii) a $17.0 million decrease in cash paid to acquire undeveloped land parcels; (iv) a $6.2 million decrease in cash used to fund capital expenditures at our owned properties; and (v) a $1.6 million decrease in cash used to fund corporate capital expenditures. These decreases were partially offset by (i) a $12.6 million increase in cash used to fund the construction of our owned development properties, related to the timing of construction commencement and completion of our owned development pipeline; and (ii) a ~~$0.7~~$1.5 million ~~increase~~decrease in cash used to fund capital expenditures at our owned and on-campus participating properties.

Financing Activities: For the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, net cash ~~used in~~provided by financing activities totaled approximately ~~$102.6~~$9.6 million as compared to net cash provided by financing activities of ~~$307.6~~$47.8 million for the ~~six~~three months ended ~~June 30, 2017.~~March 31, 2018. The ~~$410.2~~$38.2 million decrease in cash provided by financing activities was primarily a result of the following: (i) a $450.0 million increase in cash used to pay down the Company’s $300 million and $150 million unsecured term loans due to mature in September 2018 and March 2021, respectively; (ii) a $200.0 million decrease in proceeds from unsecured term loans; (iii) a $187.4 million decrease in net proceeds from the sale of common stock under our ATM Equity Program related to activity in 2017; (iv) a $151.1 million increase in distributions to noncontrolling interests primarily as a result of the ACC / Allianz Joint Venture Transaction; (v) a $119.3$20.3 million decrease in net proceeds on our revolving credit facility; (ii) an $18.8 million decrease in proceeds from construction loans; (iii) a $3.5 million increase in distributions to noncontrolling interests; (iv) a $3.0 million increase in distributions to common and restricted stockholders; (v) a $1.9 million increase in payments of debt issuance costs; and (vi) a ~~$58.6~~$1.1 million increase in taxes paid on net share settlements. These decreases were partially offset by a $10.4 million decrease in cash used to pay off mortgage and construction debt, including defeasance costs, during the six months ended June 30, 2018; and (vii) an $8.0 million increase in distributions to common and restricted stockholders. These decreases were partially offset by the following: (i) $366.2 million increase in contributions from noncontrolling interests primarily due to the ACC / Allianz Joint Venture Transaction (refer to Note 4 in the accompany Notes to Consolidated Financial Statements contained in Item 1); (ii) $330.0 million in proceeds from mortgagedebt.

debt issued by the previously mentioned ACC / Allianz joint venture; (iii) $60.5 million in proceeds from construction loans; (iv) a $5.2 million decrease in payments of debt issuance costs due to the amendment of our credit agreement in January 2017; and (v) a $1.5 million decrease in taxes paid on net share settlements.

Liquidity Needs, Sources and Uses of Capital

As of ~~June 30, 2018,~~March 31, 2019, 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 ~~$253.1~~$259.9 million based on an assumed annual cash distribution of ~~$1.84~~$1.88 per share and the number of our shares outstanding as of ~~June 30, 2018;~~March 31, 2019; (ii) anticipated distribution payments to our Operating Partnership unitholders totaling approximately ~~$1.9~~$1.2 million based on an assumed annual distribution of ~~$1.84~~$1.88 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 ~~June 30, 2018;~~March 31, 2019; (iii) ~~the pay-off of approximately $95.6 million of outstanding fixed rate mortgage debt scheduled to mature during the next 12 months; (iv)~~ estimated development costs over the next 12 months totaling approximately ~~$198.4~~$315.7 million for our owned properties currently under construction; ~~(v) a $42.2~~(iv) an $87.1 million obligation to purchase ~~a property~~two properties subject to a presale ~~arrangement~~arrangements (see Note 1312 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1); (v) an obligation to increase our investment in two joint ventures, resulting in a funding commitment of approximately $154.0 million (see Note 12 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1); (vi) an obligation to increase our investment in the Core Joint Ventures, resulting in a funding commitment of approximately $130.6 million (see Note 13 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1); (vii) funds for other development projects scheduled to commence construction during the next 12 months; and ~~(viii)~~(vii) 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 revolving 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 86 in the accompanying Notes to Consolidated Financial Statements contained in Item 1, or otherwise; (v) potentially disposing of properties and/or entering into joint venture arrangements, 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.

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.

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 ~~August~~May 1, ~~2018,~~2019, our Board of Directors declared a distribution per share of ~~$0.46,~~$0.47, which will be paid on ~~August~~May 24, ~~2018~~2019 to all common stockholders of record as of ~~August~~May 13, ~~2018.~~2019. At the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units.

Indebtedness

The amounts below exclude net unamortized debt premiums and discounts related to mortgage loans assumed in connection with property acquisitions, original issue discounts (“OID”s), and deferred financing costs (see Note 75 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1). A summary of our consolidated indebtedness as of ~~June 30, 2018~~March 31, 2019 is as follows:


	Amount		% of Total		Weighted Average Rates⁽¹⁾		Weighted Average Maturities	Amount		% of Total		Weighted Average Rates⁽¹⁾		Weighted Average Maturities
Secured	$	980,090	34.6	%	4.6	%	6.2 Years	$	856,402	27.5	%	4.7	%	6.5 Years
Unsecured	1,851,300		65.4	%	3.6	%	5.4 Years	2,257,400		72.5	%	3.7	%	4.3 Years
Total consolidated debt	$	2,831,390	100.0	%	4.0	%	5.7 Years	$	3,113,802	100.0	%	4.0	%	4.9 Years

Fixed rate debt
Secured
Project-based taxable bonds	$	30,575	1.1	%	7.6	%	6.3 Years	$	27,030	0.9	%	7.6	%	5.6 Years
Mortgage	836,185		29.6	%	4.4	%	7.0 Years	751,769		24.1	%	4.6	%	5.7 Years
Unsecured
April 2013 Notes	400,000		14.1	%	3.8	%	4.8 Years	400,000		12.8	%	3.8	%	4.0 Years
June 2014 Notes	400,000		14.1	%	4.1	%	6.0 Years	400,000		12.8	%	4.1	%	5.3 Years
September 2015 Notes	400,000		14.1	%	3.4	%	2.3 Years	400,000		12.8	%	3.4	%	1.5 Years
October 2017 Notes	400,000		14.1	%	3.6	%	9.4 Years	400,000		12.8	%	3.6	%	8.6 Years
Total - fixed rate debt	2,466,760		87.1	%	3.4	%	6.1 Years	2,378,799		76.2	%	3.9	%	5.0 Years

Variable rate debt:
Secured
Construction	113,330		4.0	%	4.9	%	.2 Years
Mortgage and construction								77,603		2.5	%	5.2	%	14.2 Years
Unsecured
Term loans	200,000		7.1	%	3.1	%	4.0 Years	200,000		6.5	%	3.6	%	3.2 Years
Unsecured revolving credit facility	51,300		1.8	%	3.3	%	3.7 Years	457,400		14.8	%	3.7	%	3.0 Years
Total - variable rate debt	364,630		12.9	%	3.7	%	2.8 Years	735,003		23.8	%	4.2	%	4.7 Years
Total consolidated debt	$	2,831,390	100.0	%	4.0	%	5.7 Years	$	3,113,802	100.0	%	4.0	%	4.9 Years


⁽¹⁾	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.

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~~December 2018 White Paper, ~~(as subsequently amended),~~ 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, the elimination of transaction costs, and other 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 owned properties, the unique features of our ownership interest in our on-campus participating properties cause the value of these properties to diminish over time. For example, since the ground/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 third-party 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.

The following table presents a reconciliation of our net income attributable to common stockholders to FFO and FFOM:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income (loss) attributable to ACC, Inc. and Subsidiaries common stockholders	$	46,009		$	(2,762	)	$	71,936		$	31,288
Net income attributable to ACC, Inc. and Subsidiaries common stockholders													$	29,640		$	25,927
Noncontrolling interests(1)	453			109			775			508			160			322
(Gain) loss from disposition of real estate	(42,314		)	632			(42,314		)	632
Elimination of provision for real estate impairment	—			15,317			—			15,317			3,201			—
Real estate related depreciation and amortization	61,571			55,211			125,149			106,729
Real estate related depreciation and amortization⁽²⁾													65,376			63,578
Funds from operations (“FFO”) attributable to common stockholders and OP unitholders	65,719			68,507			155,546			154,474			98,377			89,827

Elimination of operations of on-campus participating properties:
Net loss (income) from on-campus participating properties	1,218			1,395			(2,151		)	(1,852		)
Net income from on-campus participating properties													(3,692		)	(3,369		)
Amortization of investment in on-campus participating properties	(1,952		)	(1,869		)	(3,894		)	(3,729		)	(2,029		)	(1,942		)
	64,985			68,033			149,501			148,893			92,656			84,516
Modifications to reflect operational performance of on-campus participating properties:
Our share of net cash flow ⁽¹⁾	793			778			1,588			1,535
Management fees	279			272			756			740
Our share of net cashflow ⁽³⁾													882			795
Management fees and other⁽⁴⁾													820			477
Contribution from on-campus participating properties	1,072			1,050			2,344			2,275			1,702			1,272

Transaction costs ⁽²⁾	7,818			—			7,818			—
Elimination of loss from early extinguishment of debt ⁽³⁾	784			—			784			—
Elimination of gain from litigation settlement ⁽⁴⁾	(2,648		)	—			(2,648		)	—
Elimination of FFO from property in receivership ⁽⁵⁾	606			267			1,195			267			969			590
Contractual executive separation and retirement charges⁽⁶⁾	—			3,420			—			4,515
Funds from operations – modified (“FFOM”) attributable to common stockholders and OP unitholders	$	72,617		$	72,770		$	158,994		$	155,950		$	95,327		$	86,378

FFO per share – diluted	$	0.47		$	0.50		$	1.12		$	1.14		$	0.71		$	0.65
FFOM per share – diluted	$	0.52		$	0.53		$	1.15		$	1.15		$	0.69		$	0.62
Weighted-average common shares outstanding – diluted	138,592,562			136,602,368			138,561,640			135,851,836			138,811,527			138,534,412


~~(1)~~1.	The difference from the amount presented in the Company’s consolidated statements of comprehensive income represents consolidated joint venture partners’ share of net income.

The difference from the amount presented in the Company’s consolidated statements of comprehensive income represents corporate depreciation and consolidated joint venture partners’ share of depreciation. Corporate depreciation for the three months ended March 31, 2019 was $1.2 million. The joint venture partners' share of depreciation for the three months ended March 31, 2019 was $2.2 million.


3.	50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures which is included in ground/facility leases expense in the consolidated statements of comprehensive income.

~~(2)~~4.

~~Represents~~Includes a $0.3 million transaction costs incurred in connection with the closing of a real estate joint venture transaction in May 2018, whereby a 45% noncontrolling interest in seven properties was sold to a joint venture partner. Management believes that adjusting FFOM to exclude these expenses more appropriately reflects the results of the company's operations exclusive of the impact of real estate transactions. Amounts of $0.2 million, $5.8 million, and $1.8 million are included owned properties operating expenses, general and administrative expense, and income tax provision, respectively, in the consolidated statements of comprehensive income for the three and six months ended June 30, 2018. Referfee related to the ~~accompanying Consolidated Financial Statements contained~~conversion of one property at Prairie View A&M University to the OCPP structure in ~~Item 1.~~January 2019.

~~(3)~~

Represents losses associated with the early extinguishment of mortgage loans due to real estate disposition transactions, including the sale of partial ownership interests in properties. Such costs are excluded from gains from disposition of real estate reported in accordance with GAAP. However, management views these losses as an incremental cost of the transactions because the debt was extinguished in connection with the consummation of the transactions and the company had no intent to extinguish the debt absent the transactions. Management believes that adjusting FFOM to exclude these losses more appropriately reflects the results of the company's operations exclusive of the impact of real estate transactions.


~~(4)~~	Represents a gain related to cash proceeds received from a litigation settlement. Management believes it is appropriate to exclude this gain from FFOM in order to more accurately present the operating results of the company on a comparative basis during the periods presented.

~~(5)~~5.

Represents FFO for an owned property that has been in receivership since May 2017 ~~that~~and is in the process of being transferred to the lender in settlement of the property's $27.4 million mortgage loan that matured in August 2017. As the property is managed by a third party and the lender receives all cash flow from the property, management believes that excluding the FFO from the property more appropriately reflects the results of the company's operations. FFOM for the prior year comparable ~~periods~~period has been adjusted to reflect this ~~elimination, which did not result in any changes to per-share FFOM amounts reported in previous periods.~~


~~(6)~~	~~Represents contractual executive separation and retirement charges incurred in the first and second quarter of 2017 with regard to the retirement of the company's former Chief Financial Officer.~~elimination.

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 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings and cash flows are dependent upon prevailing market rates. Accordingly, we manage our market risk by matching projected cash inflows from operating, investing and financing activities with projected cash outflows for debt service, acquisitions, capital expenditures, distributions to stockholders and unitholders, and other cash requirements. The majority of our outstanding debt has fixed interest rates, which minimizes the risk of fluctuating interest rates. Our exposure to market risk includes interest rate fluctuations in connection with our revolving credit facilities and variable rate construction loans and our ability to incur more debt without stockholder approval, thereby increasing our debt service obligations, which could adversely affect our cash flows. No material changes have occurred in relation to market risk since our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 4. Controls and Procedures

American Campus Communities, Inc.


(a)	Evaluation of Disclosure 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 quarter covered by this report were effective at the reasonable assurance level.


(b)	Changes in Internal Control Over Financial Reporting

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.

American Campus Communities Operating Partnership ~~L.P.~~LP


(a)	Evaluation of Disclosure Controls and Procedures


(b)	Changes in Internal Control Over Financial Reporting

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various claims, lawsuits and legal proceedings that arise 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 our consolidated financial position or our results of operations.

Item 1A. Risk Factors

There have been no material changes to the risk factors that were discussed in Part 1, Item 1A of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit Number		Description of Document

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.~~LP - 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.~~LP - 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.

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.~~LP - 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.~~LP - 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated:	~~August 3, 2018~~May 2, 2019



AMERICAN CAMPUS COMMUNITIES, INC.

By:	/s/ Daniel B. Perry

	Daniel B. Perry Executive Vice President, Chief Financial Officer, Treasurer and Secretary

By:	/s/ Kim K. Voss

	Kim K. Voss Executive Vice President, Chief Accounting Officer, and Assistant Secretary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated:	~~August 3, 2018~~May 2, 2019



AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP ~~L.P.~~LP
By:	American Campus Communities Holdings, LLC, its general partner
	By:	American Campus Communities, Inc., its sole member

	By:	/s/ Daniel B. Perry

		Daniel B. Perry Executive Vice President, Chief Financial Officer, Treasurer and Secretary

	By:	/s/ Kim K. Voss

		Kim K. Voss Executive Vice President, Chief Accounting Officer, and Assistant Secretary

5245



			Historical Cost
Lessor/University	Lease Commencement	Required Debt Repayment	June 30, 2018			December 31, 2017
Texas A&M University System / Prairie View A&M University ⁽¹⁾	2/1/1996	9/1/2023	$	44,639		$	44,364
Texas A&M University System / Texas A&M International	2/1/1996	9/1/2023	7,010			6,923
Texas A&M University System / Prairie View A&M University⁽²⁾	10/1/1999	8/31/2025	28,490			27,802
	10/1/1999	8/31/2028	28,490			27,802
University of Houston System / University of Houston⁽³⁾	9/27/2000	8/31/2035	36,141			36,062
West Virginia University System / West Virginia University	7/16/2013	7/16/2045	45,239			44,845
			161,519			159,996
Accumulated amortization			(82,086		)	(78,192		)
On-campus participating properties, net			$	79,433		$	81,804



	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Total net proceeds	$	124,745	$	187,403
Commissions paid to sales agents	$	1,573	$	2,354
Weighted average price per share	$	47.69	$	48.34
Shares of common stock sold	2,648,735		3,925,456



	Same Store Properties				New Properties				Sold Properties/Other ⁽¹⁾				Total - All Properties
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		2018 ⁽²⁾		2017 ⁽³⁾		2018		2017
Number of properties⁽⁴⁾	130		130		17		2		4		5		151		137
Number of beds ⁽⁴⁾	76,433		76,433		10,970		982		2,198		2,855		89,601		80,270

Revenues ⁽⁵⁾	$	341,312	$	335,596	$	46,796	$	1,920	$	8,504	$	12,068	$	396,612	$	349,584
Operating expenses	149,027		143,542		21,130		1,329		4,039		5,258		174,196		150,129