Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Real Estate Properties [Line Items] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires us 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. Our 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. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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There were no new accounting pronouncements issued or effective during the fiscal year which have had or are expected to have a material impact on the Consolidated Financial Statements. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Investments in Real Estate and On-Campus Properties | ' |
Investments in Real Estate |
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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: |
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Buildings and improvements | | 7-40 years | | | | | | | | | | | | | | |
Leasehold interest - on-campus | | 25-34 years (shorter of useful life or respective lease term) | | | | | | | | | | | | | | |
participating properties | | | | | | | | | | | | | | |
Furniture, fixtures and equipment | | 3-7 years | | | | | | | | | | | | | | |
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Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred finance costs, are capitalized as construction in progress. Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $10.0 million, $9.8 million and $6.6 million was capitalized during the years ended December 31, 2013, 2012 and 2011, respectively. Amortization of deferred financing costs totaling approximately $-0-, $0.2 million and $0.3 million was capitalized as construction in progress during the years ended December 31, 2013, 2012 and 2011, respectively. |
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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. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company believes that there were no impairments of the carrying values of its investments in real estate as of December 31, 2013. |
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The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio, and other market data. Information obtained about each property as a result of due diligence, marketing and leasing activities is also considered. The value allocated to land is generally based on the actual purchase price adjusted to fair value (as necessary) if acquired separately, or market research / comparable 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 an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. We have determined these estimates to have been primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy. |
Long-Lived Assets-Held for Sale | ' |
Long-Lived Assets–Held for Sale |
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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: |
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a. | Management, having the authority to approve the action, commits to a plan to sell the asset. | | | | | | | | | | | | | | | |
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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. | | | | | | | | | | | | | | | |
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c. | An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. | | | | | | | | | | | | | | | |
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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. | | | | | | | | | | | | | | | |
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e. | The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. | | | | | | | | | | | | | | | |
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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. | | | | | | | | | | | | | | | |
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Concurrent with this classification, the asset is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
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The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances in various banks. At times the Company’s balances may exceed the amount insured by the FDIC. As the Company only uses money-centered financial institutions, the Company does not believe it is exposed to any significant credit risk related to its cash and cash equivalents. |
Restricted Cash | ' |
Restricted Cash |
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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. Additionally, restricted cash includes escrow accounts held by lenders and resident security deposits, as required by law in certain states. Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities. These escrow deposits are invested in interest-bearing accounts at federally-insured banks. Realized and unrealized gains and losses are not material for the periods presented. |
Loans Receivable | ' |
Loans Receivable |
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Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan purchase discounts, and net of an allowance for loan losses when such loan is deemed to be impaired. Loan purchase discounts are amortized over the term of the loan. The Company considers a loan impaired when, based upon current information and events, it is probable that it will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement. Significant judgments are required in determining whether impairment has occurred. The Company performs an impairment analysis by comparing either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable current market price or the fair value of the underlying collateral to the net carrying value of the loan, which may result in an allowance and corresponding loan loss charge. Loans receivable are included in other assets on the accompanying consolidated balance sheets. |
Intangible Assets | ' |
Intangible Assets |
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A portion of the purchase price of acquired properties is allocated to the value of in-place leases for both student and commercial tenants, which is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms for student leases are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy, and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, as well as marketing and other operating expenses. The value of in-place leases is amortized over the remaining initial term of the respective leases. The purchase price of property acquisitions is not expected to be allocated to student tenant relationships, considering the terms of the leases and the expected levels of renewals. |
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In connection with the property acquisitions discussed in Note 5 herein, the Company capitalized approximately $3.2 million, $18.6 million and $2.6 million for the years December 31, 2013, 2012 and 2011, respectively, related to management’s estimate of the fair value of in-place leases assumed. Amortization expense was approximately $13.7 million, $6.8 million and $4.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. Accumulated amortization at December 31, 2013 and 2012 was approximately $25.5 million and $12.4 million, respectively. Intangible assets, net of amortization, are included in other assets on the accompanying consolidated balance sheets and the amortization of intangible assets is included in depreciation and amortization expense in the accompanying consolidated statements of comprehensive income. See Note 5 herein for a detailed discussion of the property acquisitions completed during 2013, 2012 and 2011. |
Deferred Financing Costs | ' |
Deferred Financing Costs |
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The Company defers financing costs and amortizes the costs over the terms of the related debt using the effective interest method. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to earnings. Deferred finance costs at December 31, 2013 and 2012 was approximately $37.8 million and $31.9 million, respectively, and accumulated amortization at December 31, 2013 and 2012 was approximately $14.2 million and $13.3 million, respectively. Deferred financing costs, net of amortization, are included in other assets on the accompanying consolidated balance sheets. |
Joint Ventures | ' |
Joint Ventures |
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The Company holds interests in both consolidated and unconsolidated joint ventures. The Company consolidates joint ventures when it exhibits financial or operational control, which is determined using accounting standards related to the consolidation of joint ventures and VIEs. For joint ventures that are defined as VIEs, the primary beneficiary consolidates the entity. The Company considers itself to be the primary beneficiary of a VIE when it has the power to direct the activities that most significantly impact the performance of the VIE, such as management of day-to-day operations, preparing and approving operating and capital budgets, and encumbering or selling the related properties. In instances where the Company is not the primary beneficiary, it does not consolidate the joint venture for financial reporting purposes. |
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For joint ventures that are not defined as VIEs, management first considers whether the Company is the general partner or a limited partner (or the equivalent in such investments which are not structured as partnerships). The Company consolidates joint ventures where it is the general partner and the limited partners in such investments do not have rights which would preclude control and, therefore, consolidation for financial reporting purposes. For joint ventures where the Company is the general partner, but does not control the joint venture as the other partners hold substantive participating rights, the Company uses the equity method of accounting. For joint ventures where the Company is a limited partner, management considers factors such as ownership interest, voting control, authority to make decisions, and contractual and substantive participating rights of the partners to determine if the presumption that the general partner controls the entity is overcome. In instances where these factors indicate the Company controls the joint venture, the Company consolidates the joint venture; otherwise it uses the equity method of accounting. |
Mortgage Debt - Premiums and Discounts | ' |
Mortgage Debt - Premiums and Discounts |
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Mortgage debt premiums and discounts represent fair value adjustments to account for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s property acquisitions. The mortgage debt premiums and discounts are amortized to interest expense over the term of the related mortgage loans using the effective-interest method. The amortization of mortgage debt premiums and discounts resulted in a net decrease to interest expense of approximately $14.0 million, $3.2 million and $4.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, net unamortized mortgage debt premiums were approximately $74.6 million and $90.1 million, respectively, and net unamortized mortgage debt discounts were approximately $2.0 million and $3.5 million, respectively. Mortgage debt premiums and discounts are included in secured mortgage, construction and bond debt on the accompanying consolidated balance sheets and amortization of mortgage debt premiums and discounts is included in interest expense on the accompanying consolidated statements of comprehensive income. |
Unsecured Notes - Original Issue Discount | ' |
Unsecured Notes - Original Issue Discount |
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In April 2013, the Company issued $400 million of senior unsecured notes at 99.659 percent of par value (see Note 11) and recorded an original issue discount of approximately $1.4 million. The original issue discount is amortized to interest expense over the term of the unsecured notes using the effective-interest method. The unamortized original issue discount was approximately $1.3 million as of December 31, 2013 and is included in unsecured notes on the accompanying consolidated balance sheets and amortization of the original issue discount of approximately $0.1 million for the year ended December 31, 2013 is included in interest expense on the accompanying consolidated statements of comprehensive income. |
Redeemable Noncontrolling Interests (Company) / Redeemable Limited Partners (Operating Partnership) | ' |
Redeemable Noncontrolling Interests (Company) / Redeemable Limited Partners (Operating Partnership) |
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ACC classifies Redeemable Noncontrolling Interests (referred to as Redeemable Limited Partners for ACCOP) in the mezzanine section of the accompanying consolidated balance sheets for the portion of common and preferred Operating Partnership units (“OP Units”) that the Operating Partnership is required, either by contract or securities law, to deliver registered common shares of ACC to the exchanging OP unit holder. The redeemable noncontrolling interest units / redeemable limited partner units are adjusted to the greater of carrying value or fair market value based on the common share price of ACC at the end of each respective reporting period. |
Rental Revenues and Related Receivables | ' |
Rental Revenues and Related Receivables |
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Students are required to execute lease contracts with payment schedules that vary from single to monthly payments. Receivables are recorded when billed, revenues and related lease incentives are recognized on a straight-line basis over the term of the contracts, and balances are considered past due when payment is not received on the contractual due date. The Company generally requires each executed contract to be accompanied by a signed parental guaranty, and in certain cases a refundable security deposit. Security deposits are refundable, net of any outstanding charges, upon expiration of the underlying contract. |
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As of December 31, 2012, student contracts receivable, net included approximately $6.6 million related to receivables due from Arizona State University for two owned on-campus ACE properties (Barrett Honors College and Casa de Oro). At these properties, the University is responsible for collecting student rent and remitting funds to the Company. These receivables were collected from Arizona State University subsequent to December 31, 2012. |
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Allowances for receivables are established when management determines that collection of such receivables are doubtful. When management has determined receivables to be uncollectible, they are removed as an asset with a corresponding reduction in the allowance for doubtful accounts. |
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The allowance for doubtful accounts is summarized as follows: |
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| | Balance, Beginning | | Charged to | | Write-Offs | | Balance, End |
of Period | Expense | of Period |
Year ended December 31, 2011 | | $ | 8,621 | | | $ | 5,740 | | | $ | (4,865 | ) | | $ | 9,496 | |
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Year ended December 31, 2012 | | $ | 9,496 | | | $ | 6,472 | | | $ | (5,366 | ) | | $ | 10,602 | |
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Year ended December 31, 2013 | | $ | 10,602 | | | $ | 9,871 | | | $ | (4,547 | ) | | $ | 15,926 | |
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Third-Party Development Services Revenue and Costs | ' |
Third-Party Development Services Revenue and Costs |
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Development revenues are generally recognized based on a proportional performance method based on contract deliverables, while construction revenues are recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs. Costs associated with such projects are deferred and recognized in relation to the revenues earned on executed contracts. For projects where the Company’s fee is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net fee generated on those projects. Incentive fees are generally recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third-party. The Company also evaluates the collectability of fee income and expense reimbursements generated through the provision of development and construction management services based upon the individual facts and circumstances, including the contractual right to receive such amounts in accordance with the terms of the various projects, and reserves any amounts that are deemed to be uncollectible. |
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Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues. Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of December 31, 2013, the Company has deferred approximately $2.3 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are included in other assets on the accompanying consolidated balance sheets. |
Third-Party Management Services Revenue | ' |
Third-Party Management Services Revenue |
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Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria have been met. |
Advertising Costs | ' |
Advertising Costs |
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Advertising costs are expensed during the period incurred, or as the advertising takes place, depending on the nature and term of the specific advertising arrangements. Advertising expense approximated $18.0 million, $10.8 million and $8.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Derivative Instruments and Hedging Activities | ' |
Derivative Instruments and Hedging Activities |
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The Company records all derivative financial instruments on the balance sheet at fair value. Changes in fair value are recognized either in earnings or as other comprehensive income, depending on whether the derivative has been designated as a fair value or cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the exposure being hedged, and how effective the derivative is at offsetting movements in underlying exposure. The Company discontinues hedge accounting when: (i) it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the balance sheet, recognizing changes in the fair value in current-period earnings. The Company uses interest rate swaps to effectively convert a portion of its floating rate debt to fixed rate, thus reducing the impact of rising interest rates on interest payments. These instruments are designated as cash flow hedges and the interest differential to be paid or received is accrued as interest expense. The Company’s counter-parties are major financial institutions. See Note 14 for an expanded discussion on derivative instruments and hedging activities. |
Common Stock Issuances and Costs | ' |
Common Stock Issuances and Costs |
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Specific incremental costs directly attributable to the Company’s equity offerings are deferred and charged against the gross proceeds of the offering. As such, underwriting commissions and other common stock issuance costs are reflected as a reduction of additional paid in capital. See Note 12 for an expanded discussion on common stock issuances and costs. |
Share-Based Compensation | ' |
Share-Based Compensation |
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The Company has recognized compensation expense related to certain stock-based awards (see Note 13) over the underlying vesting periods, which amounted to approximately $6.9 million, $5.8 million and $4.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Income Taxes | ' |
Income Taxes |
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The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its stockholders. As a REIT, the Company will generally not be subject to corporate level federal income tax on taxable income it currently distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for the subsequent four taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local income and excise taxes on its income and property, and to federal income and excise taxes on its undistributed income. |
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The Company owns two TRSs, one of which manages the Company’s non-REIT activities and each is subject to federal, state and local income taxes. |
Other Nonoperating (Expense) Income | ' |
Other Nonoperating (Expense) Income |
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Other nonoperating expense of approximately $2.7 million for the year ended December 31, 2013 represents the following items: (i) $2.8 million expense relating to litigation settlement costs, in excess of amounts provided by insurance, recorded subsequent to the purchase of $52.8 million in loans receivable acquired from National Public Finance Guarantee Corporation (“National”) which facilitated the settlement of a lawsuit brought by National against us. In connection with our purchase of the loans receivable, we recorded a purchase discount of approximately $3.6 million to reflect the difference between the face value of the loans receivable and the present value of the cash flows anticipated to be received under the loans receivable, based on management's estimate of market interest rates in place as of the settlement date, offset by a (ii) $0.1 million gain recognized upon our purchase of Townhomes at Newtown Crossing in September 2013, a property previously subject to a pre-sale/mezzanine investment agreement. We included the property in our consolidated financial statements during the construction period, as a result of applying accounting guidance related to variable interest entities. The property completed construction in August 2013 and the gain recorded upon our purchase of the property primarily relates to interest income earned on our mezzanine investment during the construction period. |
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Other nonoperating income of $0.4 million for the year ended December 31, 2012 represents the following items: gains of approximately $0.4 million and $0.1 million, respectively, recorded in connection with the Company’s acquisition of University Edge and The Retreat, as a result of the deferred recognition of interest income earned on mezzanine financing provided to third-party developers upon closing of the purchase of these properties (see Note 5); offset by a $0.1 million loss recorded as a result of remeasuring the Company’s equity method investment in a joint venture, in which the Company previously held a 10% interest, to fair value immediately prior to the Company’s acquisition of the remaining 90% interest in University Heights (see Note 10). |
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Owned On Campus Properties | ' |
Real Estate Properties [Line Items] | ' |
Investments in Real Estate and On-Campus Properties | ' |
Owned On-Campus Properties |
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Under its ACE program, the Company, as lessee, has entered into ground/facility lease agreements with eight university systems to finance, construct, and manage 18 student housing properties. Four properties were under construction as of December 31, 2013 with three scheduled to open for occupancy in fall 2014 and one in fall 2015. The terms of the leases, including extension options, range from 30 to 85 years, and the lessor has title to the land and usually any improvements placed thereon. The Company’s involvement in construction requires the lessor’s post construction ownership of the improvements to be treated as a sale with a subsequent leaseback by the Company. However, these sale-leaseback transactions do not qualify for sale-leaseback accounting because of the Company’s continuing involvement in the constructed assets. As a result of the Company’s continuing involvement, these leases are accounted for by the deposit method, in which the assets subject to the ground/facility leases are reflected at historical cost, less amortization, and the financing obligations are reflected at the terms of the underlying financing. |
On-campus participating properties | ' |
Real Estate Properties [Line Items] | ' |
Investments in Real Estate and On-Campus Properties | ' |
On-Campus Participating Properties |
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The Company has entered into ground and facility leases with three university systems and colleges to finance, construct, and manage five on-campus student housing facilities. Under the terms of the leases, the lessor has title to the land and any improvements placed thereon. Each lease terminates upon final repayment of the construction related financing, the amortization period of which is contractually stipulated. The Company’s involvement in construction requires the lessor’s post construction ownership of the improvements to be treated as a sale with a subsequent leaseback by the Company. The sale-leaseback transaction has been accounted for as a financing, and as a result, any fee earned during construction is deferred and recognized over the term of the lease. The resulting financing obligation is reflected at the terms of the underlying financing, i.e., interest is accrued at the contractual rates and principal reduces in accordance with the contractual principal repayment schedules. |
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The entities that own the on-campus participating properties are determined to be Variable Interest Entities (“VIEs”), with the Company being the primary beneficiary. As such, the Company reflects these assets subject to ground/facility leases at historical cost, less amortization. Costs are amortized, and deferred fee revenue in excess of the cost of providing the service is recognized, over the lease term. |