Campus Crest Communities, Inc. (NYSE:CCG) (the “Company”), an
owner and manager of high-quality student housing properties, today
announced additional changes in senior management, as well as its
intent to acquire Copper Beech assets, discontinue its construction
and development business, reduce joint venture exposure and sell
non-core assets as part of the Company’s release of financial
results for the three months ended September 30, 2014.
Highlights
Change in Management
- Effective immediately, Ted W. Rollins,
Chairman and Chief Executive Officer, has resigned and will no
longer be actively involved with the Company. The Independent
Directors of the Board of Directors of the Company have elected
Richard Kahlbaugh, lead independent director, as Executive Chairman
and Interim CEO. It is intended that Mr. Kahlbaugh will guide the
Company through the completion of its strategic repositioning.
- Effective immediately, Donnie Bobbitt
has resigned and will no longer serve as the Company’s Chief
Financial Officer. Mr. Bobbitt will remain as a transition advisor
to the Company reporting to Mr. Kahlbaugh. Scott Rochon has been
named acting Chief Financial Officer in addition to his duties as
the Company’s Chief Accounting Officer.
- Aaron Halfacre and Angel Herrera remain
as the Company’s Chief Investment Officer and Chief Operating
Officer, respectively.
Copper Beech Transaction
- Entered into an amendment to the Copper
Beech purchase agreement to acquire remaining equity interests in
32 properties in the Copper Beech portfolio; transaction expected
to generate approximately $20 million of incremental net operating
income (“NOI”) at an incremental purchase cap rate of 7.3% based on
current share price
- Total consideration of approximately
$60.3 million cash, approximately $140.6 million of debt assumption
and the issuance of approximately 12.4 million operating
partnership units (“OP units”)
- OP units to be issued at premium to the
current share price and above consensus net asset value
- Achieves full operational control while
also providing scale, diversification and accretion
- Target closing of December 31,
2014
Strategic Repositioning
- Discontinuing all construction and
development to simplify the business model and focus on organic
growth
- Identifying cost savings at the
property and corporate level to enhance profitability
- Reducing joint venture exposure through
select asset dispositions to reduce indebtedness and increase
liquidity
- Exploring strategic options for our
projects in Montreal, to include capital solutions to reduce
exposure, concurrent with ongoing efforts to drive occupancy
- Marketing development pipeline assets
for sale to increase liquidity and simplify balance sheet
"Today’s announcement exemplifies our commitment to our
investors. Not only are we completing the Copper Beech transaction
on attractive terms, we have also taken the necessary actions to
deliver change," declared the Independent Directors of the Board of
Directors of the Company. "After a thorough and deliberate process,
the Board of Directors of the Company have accepted the
resignations of Mr. Rollins and Mr. Bobbitt. We thank them for
their years of service and wish them the very best in their future
endeavors.”
“The Board of Directors will be working closely with Aaron,
Scott and Angel as we continue the strategic repositioning of
Campus Crest,” noted Mr. Kahlbaugh. “As previously stated, our
initiatives for change include a focus on operations to deliver
organic growth, instilling a disciplined approach to capital
allocation, manifesting meaningful cost savings across our
organization and bringing about thoughtful balance sheet
improvements. We look forward to providing more information in the
weeks and months ahead.”
“We are proactively taking the steps necessary to restore
investor confidence and are intently focused on improving
shareholder value. We thank our investors for their continued
support,” said Aaron Halfacre.
Financial Results for the Three and Nine Months Ended
September 30, 2014
For the three and nine months ended September 30, 2014, Funds
From Operations (“FFO”) and FFOA are shown in the table below.
FFO/FFOA
Three Months Ended September 30, Nine Months Ended
September 30, ($mm, except per share)
2014
Per share -diluted
2013
Per share -diluted
2014
Per share -diluted
2013
Per share -diluted
FFO ($118.9) ($1.84) $14.1 $0.22 ($96.2) ($1.49) $35.0 $0.60
FFOA1 $9.7 $0.15 $13.1 $0.20 $28.2 $0.44 $31.9 $0.55
1 Includes
eliminations for the write-off of transaction costs, the fair value
adjustments of Copper Beech debt, restructuring related charges,
asset impairments, and other charges as reflected in the Q3 2014
Supplemental Analyst Package.
A reconciliation of net income attributable to common
stockholders to FFO and to FFOA can be found at the end of this
release.
For the three months ended September 30, 2014, the Company
reported total revenues of $28.3 million and net income (loss)
attributable to common stockholders of ($130.0) million as a result
of the Company’s strategic repositioning, compared to $23.3 million
and $3.7 million, respectively, in the same period in 2013. Please
see Balance Sheet Impairments and Condensed Consolidated Statement
of Operations for further details below.
Operating Results
For the three and nine months ended September 30, 2014, results
for wholly owned same store properties were as follows:
Same Store Results Three Months Ended September
30, Nine Months Ended September 30, ($mm)
2014 2013 Change
2014 2013 Change Number of
Assets 28 28 28 28 Number of Beds
14,920 14,920 14,920 14,920 Occupancy 90.0% 91.5% (150) bps 90.2%
92.5% (230) bps Total Revenues $20.9 $21.1 (1.1%) $62.7 $64.1
(2.2%) NOI $10.5 $11.4 (7.8%) $33.5 $35.4 (5.5%) NOI Margin
50.4% 54.1% (370) bps 53.4% 55.2%
(180) bps
The year-over-year results reflect the Company’s improved tenant
underwriting processes implemented for the 2014/2015 academic
leasing year. These improvements are designed to better reflect
in-place economic occupancy and minimize quarter-over-quarter
volatility on a go-forward basis.
NOI margin is calculated by dividing NOI for the period by total
student housing rental and services revenues for the period. A
reconciliation of net income attributable to common stockholders to
NOI can be found at the end of this release. In addition, details
regarding same store NOI and calculations thereof may be found in
the Supplemental Analyst Package located at
http://investors.campuscrest.com/.
Portfolio Information
As of September 30, 2014, the Company owned interests in 86
properties totaling approximately 46,682 beds across North America.
A summary of the leasing for the 2014/2015 academic year
follows:
2014/2015 Academic Year Leasing Summary
2013-2014 2014-2015 Rental
Rate Category Properties
Beds Signed1 %
Actual2 %
Forecast3 %
Change4 Change5 Operating
Properties By Ownership Wholly Owned 32 17,476 16,048
91.8% 15,861 90.8% 16,100 92.1% 1.3% 2.0%
Joint Venture 9 5,148 4,197 81.5% 4,141 80.4% 4,110 79.8% (0.6%)
2.7% Copper Beech 35 16,647 15,082
90.6% 15,080 90.6% 15,592 93.7%
3.1% 0.2%
Total Operating Properties 76
39,271 35,327 90.0%
35,082 89.3% 35,802
91.2% 1.9% 1.3%
Total 2014 Deliveries 10
7,411 n/a n/a n/a
n/a 3,814 51.5%
n/a n/a
Footnotes:
1) Total signed leases as of September 30,
2013, as reported in October 1, 2013, press release
2) Actual physical occupancy during the 2013/2014 academic
year
3) Forecast 2014/2105 physical occupancy
based on leases signed as of September 30, 2014, and projected
tenant attrition
4) Year over year change in occupancy based on actual
2013/2014 and forecast 2014/2015 5) Forecast rental rate
change for the 2014-2015 academic year over the 2013-2014 academic
achieved rental RevPOB
Balance Sheet Impairments
The Company’s strategic repositioning resulted in impairments to
the balance sheet as of September 30, 2014, and can be broadly
associated with the following three categories:
Discontinued development – The Company’s exit from the
construction and development business triggered the write-off of
unrecoverable pre-development costs and adjustments to the carrying
values of land parcels now being held for sale. Other related
charges include severance and corporate infrastructure changes.
Reduced joint venture exposure – The Company has recognized
impairments to its investments held in underperforming properties
within our HSRE joint ventures. Additionally, an impairment of our
Montreal joint venture has been taken in recognition that the full
value of the investment may not be recoverable.
Effects of not exercising Copper Beech purchase option – A
one-time non-cash accounting charge associated with the third
quarter 2014 shift in the Company’s pro-rata economic ownership
interest in the Copper Beech assets.
A summary of all balance sheet impairments follows:
Balance Sheet Impairments ($mm)
Adjustment Impairment of land & predevelopment
costs $29,790 Write off of corporate other assets 7,765 Impairment
of unconsolidated entities 50,866 Effect of not exercising Copper
Beech purchase option 34,048
Total $122,469
Capital Markets Activity and Liquidity
As of September 30, 2014, the Company had not sold any shares
under its $100.0 million At-the-Market common equity offering
program. The Company had $18.3 million of cash, $6.2 million of
restricted cash and net availability under its revolving credit
facility of $70.8 million as of September 30, 2014.
2014 Earnings Guidance and Dividends
Based on the Copper Beech transaction and the strategic
repositioning announced today, the Company has withdrawn 2014
earnings guidance to allow sufficient time to complete forecast
revisions.
The Company announced that its Board of Directors has declared
its intent to lower the common stock dividend upon final review of
forecast revisions; the fourth quarter dividend will be announced
in December.
Conference Call Details
The Company will host a conference call on Tuesday, November 4,
2014, at 9:00 a.m. (EST) to discuss the financial results.
The call can be accessed live over the phone by dialing
877-407-0789, or for international callers, 201-689-8562. A replay
will be available shortly after the call and can be accessed by
dialing 877-870-5176, or for international callers, 858-384-5517.
The pin number for the replay is 13594808. The replay will be
available until November 11, 2014.
Interested parties may also listen to a simultaneous webcast of
the conference call by logging onto the Company's website at
http://investors.campuscrest.com/. A recording of the call will
also be available on the Company's website following the call.
Supplemental Schedules
The Company has published a Supplemental Analyst Package in
order to provide additional disclosure and financial information
for the benefit of the Company’s stakeholders. These can be found
under the “Earnings Center” tab in the Investors section of the
Company’s web site at http://www.campuscrest.com/.
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading owner and manager of
high-quality student housing properties located close to college
campuses in targeted markets. It has ownership interests in 86
student housing properties with over 46,000 beds across North
America. Additional information can be found on the Company's
website at http://www.campuscrest.com.
Forward-Looking Statements
This press release, together with other statements and
information publicly disseminated by the Company, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts” or
“potential” or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters.
Forward-looking statements in this press release include, among
others, the performance of properties in occupancy and yield
targets, outlook and guidance for full-year 2014 FFOA and the
related underlying assumptions, growth and development
opportunities, leasing activities, financing strategies, and
development and construction projects. You should not rely on
forward-looking statements since they involve known and unknown
risks, uncertainties, assumptions and contingencies, many of which
are beyond the Company’s control that may cause actual results to
differ significantly from those expressed in any forward-looking
statement. All forward-looking statements reflect the Company’s
good faith beliefs, assumptions and expectations, but they are not
guarantees of future performance. Furthermore, except as otherwise
required by federal securities laws, the Company disclaims any
obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors,
new information, data or methods, future events or other changes.
For a further discussion of these and other factors that could
cause the Company’s future results to differ materially from any
forward-looking statements, see the risk factors discussed in the
Company’s most recent Annual Report on Form 10-K, as updated in the
Company’s Quarterly Reports on Form 10-Q.
CAMPUS CREST COMMUNITIES CONDENSED
CONSOLIDATED BALANCE SHEETS (unaudited) (in $000s)
September 30, December 31,
2014 2013 Assets Investment in
real estate, net: Student housing properties $923,531 $716,285
Accumulated depreciation (120,121) (102,356) Development in process
19,802 91,184 Investment in real estate, net 823,212 705,113
Investment in unconsolidated entities1 275,040 324,838 Cash and
cash equivalents 18,313 32,054 Restricted cash 2 6,207 32,636
Student receivables, net 2,802 2,825 Cost and earnings in excess of
construction billings 24,449 42,803 Other assets, net 46,796 42,410
Total assets $1,196,819 $1,182,679
Liabilities and
equity Liabilities: Mortgage and construction loans $279,152
$205,531 Line of credit and other debt 301,122 207,952 Accounts
payable and accrued expenses 69,902 62,448 Construction billings in
excess of cost and earnings 8 600 Other liabilities 18,768 11,167
Total liabilities 668,952 487,698 Equity: Preferred stock $61 $61
Common stock 648 645 Additional common and preferred paid-in
capital 776,605 773,896 Accumulated deficit and distributions
(256,377) (84,143) Accumulated other comprehensive loss (1,451)
(71) Total stockholders' equity 519,486 690,388 Noncontrolling
interests 8,381 4,593 Total equity 527,867 694,981
Total
liabilities and equity $1,196,819 $1,182,679
1 As of December 31, 2013, includes the
Company’s investment in Copper Beech equating to a 67% effective
ownership interest in 30 properties, of which 28 are operating and
two are non-operating properties. On August 18, 2014, the Company
elected to not exercise the first purchase option and reverted to a
48% interest ownership interest in 35 operating properties. As of
September 30, 2014, the Company held a 48% effective interest in 35
operating and two non-operating properties which are unconsolidated
and a 48% interest in one consolidated operating property.
2 As of September 30, 2014, and December
31, 2013, includes approximately $0 and $28,200, respectively, of
cash held in escrow from the sale of four wholly-owned
Grove-branded student housing properties on December 27, 2013.
CAMPUS CREST
COMMUNITIES CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (unaudited) (in $000s, except per share data)
Three Months Ended September 30, Nine Months Ended
September 30, 2014 2013
$ Change 2014 2013
$ Change Revenues: Student housing rental $26,985
$22,165 $4,820 $74,256 $64,118 $10,138 Student housing services
1,043 867 176 3,043 2,645 398 Property management services 281 225
56 711 539 172
Total revenues 28,309 23,257 5,052 78,010
67,302 10,708
Operating expenses: Student housing operations
12,368 9,923 2,445 33,728 29,341 4,387 General and administrative1
4,043 2,424 1,619 11,198 8,076 3,122 Impairment of land &
predevelopment costs 29,790 - 29,790 29,790 - 29,790 Write-off of
corporate other assets 7,765 - 7,765 7,765 - 7,765 Transaction
costs2 286 247 39 2,331 835 1,496 Ground leases 120 54 66 357 162
195 Depreciation and amortization 7,035 5,581 1,454 21,269 17,154
4,115
Total operating expenses 61,407 18,229 43,178 106,438
55,568 50,870 Equity in earnings (loss) of unconsolidated
entities3,4 635 1,302 (667) 63 3,608 (3,545) Impairment of
unconsolidated entities (50,866) - (50,866) (50,866) - (50,866)
Effect of not exercising Copper Beech purchase option (34,048) -
(34,048) (34,048) - (34,048)
Operating income (117,377)
6,330 (123,707) (113,279) 15,342 (128,621)
Nonoperating income
(expense): Interest expense, net (3,639) (3,091) (548) (9,965)
(8,764) (1,201) Other income (expense)5 (41) 696 (737) 129 1,421
(1,292)
Total nonoperating expense, net (3,680) (2,395)
(1,285) (9,836) (7,343) (2,493)
Net income before income tax
benefit (expense) (121,057) 3,935 (124,992) (123,115) 7,999
(131,114) Income tax benefit (expense) (1,131) (40) (1,091) (731)
306 (1,037)
Income from continuing operations (122,188)
3,895 (126,083) (123,846) 8,305 (132,151) Income (loss) from
discontinued operations (5,506) 958 (6,464) (3,191) 2,655 (5,846)
Net income (loss) (127,694) 4,853 (132,547) (127,037) 10,960
(137,997) Dividends on preferred stock 3,050 1,150 1,900 9,150
3,450 5,700 Net income (loss) attributable to noncontrolling
interests (770) 26 (796) (773) 51 (824)
Net income (loss)
attributable to common stockholders ($129,974) $3,677
($133,651) ($135,414) $7,459 ($142,873)
Per share data -
basic and diluted: Income (loss) from continuing operations
attributable to common stockholders ($1.92) $0.05 ($2.04) $0.08
Income (loss) from discontinued operations attributable to common
stockholders ($0.09) $0.01 ($0.05) $0.05
Net income (loss) per
share attributable to common stockholders ($2.01) $0.06 ($2.09)
$0.13
Weighted average common shares outstanding:
Basic 64,770 64,518 64,650 58,461
Diluted 65,204
64,953 65,084 58,896
1 For three
and nine months ended September 30, 2014, includes $720 of
severance costs. 2 For the three and nine months ended
September 30, 2014, includes $286 and $2,331, respectively, of
transaction costs related to Copper Beech, the Montreal investments
and other transaction costs. Additionally, for the three and nine
months ended September 30, 2013, includes $247 and $835,
respectively, of transaction costs related to Copper Beech.
3 For the three and nine months ended
September 30, 2014, and the period from March 18, 2013, to
September 30, 2013, includes results from the Company’s investment
in Copper Beech. The Company made its initial investment on March
18, 2013, and subsequently made additional investments. On
September 30, 2013, the Company entered into an amendment to the
purchase and sale agreement that, subject to receipt of required
third-party lender consents, enabled the Company to acquire a 67%
ownership interest in 28 operating properties, while deferring
ownership in seven properties until the Company exercises future
purchase options. On August 18, 2014, the Company elected to not
exercise the first purchase option and reverted to a 48% interest
ownership interest in 35 operating properties. As of September 30,
2014, the Company held a 48% effective interest in 35 operating and
two non-operating properties which are unconsolidated and a 48%
interest in one consolidated operating property.
4 For the three and nine months ended September 30, 2014,
includes $1,539 and $5,058, respectively, of fair value adjustment
related to Copper Beech's debt. For the three and nine months ended
September 30, 2013, includes $1,220 and $2,165, respectively, of
fair value adjustment related to Copper Beech's debt. 5 For
the three and nine months ended September 30, 2013, includes
interest income from the 8.5%, $31,700 loan made to existing
investors in Copper Beech on March 18, 2013. In conjunction with
the September 30, 2013 amendment to the purchase and sale
agreement, the $31,700 loan was repaid by Copper Beech.
CAMPUS CREST
COMMUNITIES
RECONCILIATION OF NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON STOCKHOLDERS TO FUNDS FROM OPERATIONS
("FFO"), FUNDS FROM OPERATIONS ADJUSTED ("FFOA") & NET
OPERATING INCOME ("NOI") (unaudited)
(in $000s, except per share data) Three Months
Ended September 30, Nine Months Ended September 30,
2014 2013 $ Change
2014 2013 $ Change
Net income (loss) attributable to common stockholders ($129,974)
$3,677 ($133,651) ($135,414) $7,459 ($142,873) Net income (loss)
attributable to noncontrolling interests (770) 26 (796) (773) 51
(824) Real estate related depreciation and amortization 6,590 5,341
1,249 20,175 16,523 3,652 Real estate related depreciation and
amortization - discontinued operations - 545 (545) - 2,070 (2,070)
Real estate related depreciation and amortization - unconsolidated
entities 5,259 4,487 772 19,856 8,917 10,939
FFO available to
common shares and OP units1, 2, 3
(118,895)
14,076 (132,971) (96,156) 35,020
(131,176) Elimination of the following: Transaction costs
286 1,153 (867) 2,331 1,741 590 Impairment of land &
predevelopment costs 29,790 - 29,790 29,790 - 29,790 Write off of
corporate other assets 7,765 - 7,765 7,765 - 7,765 Severance 720 -
720 720 - 720 Change in valuation allowance for deferred tax asset
1,131 - 1,131 731 - 731 Discontinued operations 5,506 (958) 6,464
3,191 (2,655) 5,846 Impairment of unconsolidated entities 50,866 -
50,866 50,866 - 50,866 Effect of not exercising Copper Beech
purchase option 34,048 - 34,048 34,048 - 34,048 FV adjustment of CB
debt (1,539) (1,220) (319) (5,058) (2,165) (2,893)
Funds from operations adjusted (FFOA)
available to common shares and OP units
$9,678 $13,051 ($3,373) $28,228
$31,941 ($3,713) FFO per share - diluted1, 2,
3 ($1.84) $0.22 ($2.06) ($1.49) $0.60 ($2.09) FFOA per share -
diluted $0.15 $0.20 ($0.05) $0.44 $0.55 ($0.11) Weighted average
common shares and OP units outstanding - basic/dilutive4 64,770
64,518 64,650 58,461
Three
Months Ended Nine Months Ended September 30,
September 30, 20141
20131 20141
20131 Net income (Loss)
attributable to common stockholders ($129,974) $3,677 ($135,414)
$7,459 Net income (Loss) attributable to noncontrolling interests
(770) 26 (773) 51 Preferred stock dividends 3,050 1,150 9,150 3,450
Income tax (benefit) expense 1,131 40 731 (306) Other (income)
expense 41 (696) (129) (1,348) (Income) loss on discontinued
operations 5,506 (958) 3,191 (2,655) Interest expense 3,639 3,091
9,965 8,764 Equity in earnings of unconsolidated entities (635)
(1,302) (63) (3,608) Depreciation and amortization 7,035 5,581
21,269 17,154 Ground lease expense 120 54 357 162 General and
administrative expense5 4,043 2,424 11,198 8,076 Impairment of
unconsolidated entities 50,866 - 50,866 - Effect of not exercising
Copper Beech purchase option 34,048 - 34,048 - Impairment of land
& predevelopment costs 29,790 - 29,790 - Write-off of corporate
other assets 7,765 - 7,765 - Transaction costs 286 247 2,331 835
Property management services (281) (225) (711) (539)
Total
NOI $15,660 $13,109 $43,571 $37,495
Same store properties NOI6 $10,525 $11,424 $33,461 $35,412 New
properties NOI6,7 $4,259 $1,224 $7,743 $1,255 The Grove at Pullman
& Toledo NOI8 $876 $461 $2,367 $755
1 For the three and nine months ended
September 30, 2014, and the period March 18, 2013, to June 30,
2013, includes results from the Company’s investment in Copper
Beech. The Company made its initial investment on March 18, 2013,
and subsequently made additional investments. On September 30,
2013, the Company entered into an amendment to the purchase and
sale agreement that, subject to receipt of required third-party
lender consents, enabled the Company to acquire a 67% ownership
interest in 28 operating properties, while deferring ownership in
seven properties until the Company exercises future purchase
options. On August 18, 2014, the Company elected to not exercise
the first purchase option and reverted to a 48% interest ownership
interest in 35 operating properties. As of September 30, 2014, the
Company held a 48% effective interest in 35 operating and two
non-operating properties which are unconsolidated and a 48%
interest in one consolidated operating property.
2 For the three and nine months ended September 30, 2014,
includes $286 and $2,331, respectively, of transaction costs
related to Copper Beech, the Montreal investments and other
transaction costs. Additionally, for the three and nine months
ended September 30, 2013, includes $247 and $835, respectively, of
transaction costs related to Copper Beech. 3 For the three
and nine months ended September 30, 2014, includes $1,539 and
$5,058, respectively, of fair value adjustment related to Copper
Beech's debt. For the three and nine months ended September 30,
2013, includes $1,220 and $2,165, respectively, of fair value
adjustment related to Copper Beech's debt. 4 For the three
and nine months ended September 30, 2014, the basic shares were
used to calculate FFO and FFOA as the dilutive shares would have
been anti-dilutive. For the three and nine months ended September
30, 2013, the dilutive shares were used to calculate FFO and FFOA.
5For three and nine months ended September 30, 2014,
includes $720 of severance costs. 6 "Same store" properties
are our wholly-owned operating properties acquired or placed
in-service prior to the beginning of the earliest period presented
and owned by us and remaining in service through the end of the
latest period presented or period being analyzed. "New properties"
are our wholly-owned operating properties that we acquired or
placed in service after the beginning of the earliest period
presented or period being analyzed. 7 Includes NOI
contribution from Copper Beech at Ames. This is a consolidated
joint venture. 8 Includes NOI contribution from the
operations of The Grove at Pullman and the Toledo, OH
redevelopment, as well as business interruption insurance proceeds
from The Grove at Pullman.
Non-GAAP Financial Measures
FFO and FFOA
FFO is a non-GAAP financial measure. We calculate FFO in
accordance with the definition that was adopted by the Board of
Governors of NAREIT. FFO, as defined by NAREIT, represents net
income (loss) determined in accordance with U.S. GAAP, excluding
extraordinary items as defined under GAAP and gains or losses from
sales of previously depreciated operating real estate assets, plus
specified non-cash items, such as real estate asset depreciation
and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. In addition, in October 2011,
NAREIT communicated to its members that the exclusion of impairment
write-downs of depreciable real estate is consistent with the
definition of FFO.
We use FFO as a supplemental performance measure because, in
excluding real estate-related depreciation and amortization and
gains and losses from property dispositions, it provides a
performance measure that, when compared year over year, captures
trends in occupancy rates, rental rates and operating expenses. We
also believe that, as a widely recognized measure of the
performance of equity REITs, FFO will be used by investors as a
basis to compare our operating performance with that of other
REITs. However, because FFO excludes depreciation and amortization
and captures neither the changes in the value of our properties
that result from use or market conditions nor the level of capital
expenditures necessary to maintain the operating performance of our
properties, all of which have real economic effects and could
materially and adversely impact our results of operations, the
utility of FFO as a measure of our performance is limited.
While FFO is a relevant and widely used measure of operating
performance of equity REITs, other equity REITs may use different
methodologies for calculating FFO and, accordingly, FFO as
disclosed by such other REITs may not be comparable to FFO
published herein. Therefore, we believe that in order to facilitate
a clear understanding of our historical operating results, FFO
should be examined in conjunction with net income (loss) (computed
in accordance with U.S. GAAP) as presented in the consolidated
financial statements included elsewhere in this document. FFO
should not be considered as an alternative to net income (loss)
(computed in accordance with U.S. GAAP) as an indicator of our
properties’ financial performance or to cash flow from operating
activities (computed in accordance with U.S. GAAP) as an indicator
of our liquidity, nor is it indicative of funds available to fund
our cash needs, including our ability to pay dividends or make
distributions.
FFOA is a non-GAAP financial measure. In addition to FFO, we
believe it is also a meaningful measure of our performance to
adjust FFO to exclude the write-off of unamortized deferred
financing fees, transaction costs, impairments, severance,
discontinued operations, the effect of not exercising the Copper
Beech purchase option, the write-off of development cost and fair
value debt adjustments on equity method investments. Excluding the
write-off of unamortized deferred financing fees, transaction
costs, impairments, severance, discontinued operations, the effect
of not exercising the Copper Beech purchase option, the write-off
of development cost, and fair value debt adjustments on equity
method investments adjusts FFO to be more reflective of operating
results prior to capital replacement or expansion, debt service
obligations or other commitments and contingencies.
NOI
NOI is a non-GAAP financial measure. We calculate NOI by adding
back (or subtracting from) to net income (loss) attributable to
common stockholders the following expenses or charges: income tax
expense, interest expense, equity in loss of unconsolidated
entities, preferred stock dividends, depreciation and amortization,
transaction costs, ground lease expense, general and administrative
expense and development, construction and management services
expense. The following income or gains are then deducted from net
income (loss) attributable to common stockholders, adjusted for add
backs of expenses or charges: equity in earnings of unconsolidated
entities, income tax benefit, other income, and development,
construction and management services revenue. We believe these
adjustments help provide a performance measure, when compared year
over year, that illustrates the operating results of our
wholly-owned properties and captures trends in student housing
rental and services income and student housing operating
expenses.
NOI excludes multiple components of net income (loss) (computed
in accordance with U.S. GAAP) and captures neither the changes in
the value of our properties that result from use or market
conditions nor the level of capital expenditures necessary to
maintain the operating performance of our properties, all of which
have real economic effects and could materially and adversely
impact our results of operations. Therefore, the utility of NOI as
a measure of our performance is limited. Additionally, other
companies, including other equity REITs, may use different
methodologies for calculating NOI and, accordingly, NOI as
disclosed by such other companies may not be comparable to NOI
published herein. Therefore, we believe that in order to facilitate
a clear understanding of our historical operating results, NOI
should be examined in conjunction with net income (loss) (computed
in accordance with U.S. GAAP) as presented in the consolidated
financial statements included elsewhere in this document. NOI
should not be considered as an alternative to net income (loss)
(computed in accordance with U.S. GAAP) as an indicator of our
properties’ financial performance or to cash flow from operating
activities (computed in accordance with U.S. GAAP) as an indicator
of our liquidity, nor is it indicative of funds available to fund
our cash needs, including our ability to pay dividends or make
distributions.
Campus Crest Communities, Inc.Investor Relations:Aaron Halfacre,
704-496-2500Investor.Relations@CampusCrest.com
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