CHARLOTTE, N.C., Feb. 26, 2015 /PRNewswire/ -- Campus Crest
Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"), an
owner and manager of high-quality student housing properties, today
announced results for the three and twelve months ended
December 31, 2014.
On November 4, 2014, the Company
announced a strategic repositioning expressly focused on improving
shareholder value. The Company declared its intent to discontinue
all internal construction and development to focus on property
operations, entered into a definitive agreement to conclude the
Copper Beech transaction, initiated a process to identify cost
savings, and acted upon a commitment to improve balance sheet
strength and clarity.
In less than 100 business days, the Company has advanced its
strategic repositioning by taking multiple actions, to include:
- Acquired the remaining interest in 32 properties in the Copper
Beech portfolio, which is expected to generate approximately
$20 million of incremental net
operating income.
- Executed a highly competitive undeveloped land parcel sales
process garnering over 30 qualified offers and resulting in net
sale proceeds of $28.4 million, on
which it expects to recognize a gain of over $4 million when reported in 1Q2015.
- Identified approximately $14
million of near-term savings in corporate cash G&A and
overhead burden through the elimination of staff positions,
numerous cost reductions, and enhanced expense policies.
- Discontinued the internal construction and development
business, thereby materially improving the Company's risk profile,
eliminating future development capital needs and increasing focus
on ongoing property operations.
- Declared a 45% reduction in the annual dividend rate producing
nearly $5 million of immediate cash
savings for the 4Q14 dividend payment and meaningful cash savings
going forward.
- Established a broad review of multiple strategic alternatives,
which could include such potential outcomes as a key investment in,
or the acquisition of, the Company.
The fourth quarter 2014 results presented in the accompanying
Supplemental Analyst Package reflect changes designed to clarify
the financial transition associated with the Company's strategic
repositioning. Additionally, the Company has, in an effort to
assist investor evaluation, prepared a 2015 outlook.
Financial Highlights for the Three and Twelve Months Ended
December 31, 2014
For the three and twelve months ended December 31, 2014, revenue, revenue per occupied
bed, net operating income ("NOI") and Funds From Operations
Adjusted ("FFOA") are shown in the table below.
Financial
Highlights
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Twelve Months
Ended December 31,
|
($'000, except per
share/bed data)
|
|
2014
|
2013
|
Change
|
|
2014
|
2013
|
Change
|
|
|
|
|
|
|
|
|
|
Total
Revenues
|
|
$28,731
|
$24,768
|
16.0%
|
|
$106,741
|
$92,070
|
15.9%
|
Total RevPoB (wholly
owned)
|
|
531
|
527
|
0.7%
|
|
528
|
520
|
1.6%
|
|
|
|
|
|
|
|
|
|
NOI
|
|
15,290
|
13,482
|
13.4%
|
|
58,715
|
50,904
|
15.3%
|
|
|
|
|
|
|
|
|
|
FFOA
|
|
3,064
|
13,515
|
(77.3%)
|
|
31,292
|
48,112
|
(35.0%)
|
FFOA per
Share
|
|
$0.05
|
$0.21
|
(76.2%)
|
|
$0.48
|
$0.80
|
(40.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the net income attributable to common
stockholders to FFOA can be found at the end of this release.
The discontinued operations associated with the unwinding of the
Company's construction and development business, along with select
activities of the strategic repositioning, produced results for the
three months ended December 31, 2014,
that do not allow for normal, run-rate characterization.
Property Leasing Results for Academic Year 2015/2016
The following tables highlight the leasing activity for the
2015/2016 academic year as of February, 20, 2015:
Preleasing
Update
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preleasing as of
Feb. 20,
|
|
|
|
|
Properties
|
|
Beds
|
|
AY
'14/'15
|
|
AY
'15/'16
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Same Store
Properties by Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
(98%+)
|
|
29
|
|
14,828
|
|
59.4%
|
|
58.7%
|
|
(0.7%)
|
Tier 2 (95% to
97.9%)
|
|
5
|
|
2,818
|
|
37.7%
|
|
42.8%
|
|
5.1%
|
Tier 3 (90% to
94.9%)
|
|
13
|
|
6,108
|
|
38.5%
|
|
39.9%
|
|
1.4%
|
Tier 4 (Below
90%)
|
|
26
|
|
13,780
|
|
38.8%
|
|
40.0%
|
|
1.2%
|
|
|
|
|
|
|
|
|
|
|
|
Total Same Store
Properties
|
|
73
|
|
37,534
|
|
46.8%
|
|
47.6%
|
|
0.8%
|
|
|
|
|
|
|
|
|
|
|
|
Same Store
Properties By Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly
Owned
|
|
32
|
|
17,476
|
|
46.1%
|
|
46.9%
|
|
0.8%
|
Joint
Venture
|
|
8
|
|
4,536
|
|
35.9%
|
|
35.3%
|
|
(0.6%)
|
Copper
Beech
|
|
33
|
|
15,522
|
|
50.8%
|
|
51.9%
|
|
1.1%
|
|
|
|
|
|
|
|
|
|
|
|
Total Same Store
Properties
|
|
73
|
|
37,534
|
|
46.8%
|
|
47.6%
|
|
0.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Deliveries By
Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grove & Copper
Beech
|
|
7
|
|
4,339
|
|
26.3%
|
|
50.3%
|
|
24.0%
|
evo
Philadelphia
|
|
1
|
|
850
|
|
3.6%
|
|
71.2%
|
|
67.6%
|
evo
Montreal
|
|
2
|
|
2,223
|
|
0.0%
|
|
3.6%
|
|
3.6%
|
|
|
|
|
|
|
|
|
|
|
|
Total 2014
Deliveries
|
|
10
|
|
7,412
|
|
15.8%
|
|
38.7%
|
|
22.9%
|
|
|
|
|
|
|
|
|
|
|
|
2014 Deliveries By
Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly
Owned
|
|
5
|
|
3,099
|
|
28.5%
|
|
55.9%
|
|
27.4%
|
Joint
Venture
|
|
5
|
|
4,313
|
|
6.7%
|
|
26.4%
|
|
19.7%
|
|
|
|
|
|
|
|
|
|
|
|
Total 2014
Deliveries
|
|
10
|
|
7,412
|
|
15.8%
|
|
38.7%
|
|
22.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Portfolio By
Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly
Owned
|
|
37
|
|
20,575
|
|
43.4%
|
|
48.3%
|
|
4.9%
|
Copper
Beech
|
|
33
|
|
15,522
|
|
50.8%
|
|
51.9%
|
|
1.1%
|
Joint
Venture
|
|
13
|
|
8,849
|
|
21.7%
|
|
30.9%
|
|
9.2%
|
|
|
|
|
|
|
|
|
|
|
|
Total
Portfolio
|
|
83
|
|
44,946
|
|
41.7%
|
|
46.1%
|
|
4.4%
|
Balance Sheet
As of December 31, 2014, the
Company held cash and cash equivalents totaling $15.2 million and $5.4
million of restricted cash. Net availability under the
Company's credit facility was $50.0
million.
On February 25, 2015, the Company
received a unanimously approved waiver under its amended credit
facility that provides relief from certain financial covenants
during a relief period that runs from December 31, 2014 until and including
September 30, 2015. During the relief
period the following new measurements will apply to covenant tests:
Maximum Leverage Ratio of not greater than 0.65:1.00; Maximum
Secured Debt Ratio of not greater than 47.5%; Minimum Fixed Charge
Ratio of not less than 1.30:1.00; and a Dividend Payout Ratio of
not more than 105.0% calculated on a pro forma basis that applies
the current quarterly dividend of $0.090 on a trailing twelve month basis.
Dividends
On December 19, 2014, the Company
announced that its Board of Directors declared a cash dividend of
$0.090 per share of common stock for
the fourth quarter of 2014. The common stock dividend was paid on
January 29, 2015 to stockholders of
record as of December 31, 2014.
The Board of Directors also declared a cash dividend of
$0.50 per Series A Cumulative
Redeemable Preferred Share for the third quarter of 2014. The
preferred share dividend was paid on January
15, 2015 to stockholders of record as of December 31, 2014.
2015 Financial Outlook
Based on management's estimate of the Company's current
financial condition and future operating results, the Company is
providing projections for several key elements of potential
profitability.
2015
Outlook
|
($mm)
|
|
|
|
|
|
Range
|
|
|
|
|
|
|
|
|
|
Total Pro Rata NOI
(excluding Montreal)1,4
|
|
|
$117.0
|
to
|
$122.0
|
|
|
|
|
|
|
|
|
Pro Rata Montreal
NOI2
|
|
|
|
($3.5)
|
to
|
($0.7)
|
|
|
|
|
|
|
|
|
General and
Administrative Expense3
|
|
|
$20.0
|
to
|
$23.0
|
|
|
|
|
|
|
|
|
Total Pro Rata
Interest Expense4
|
|
|
$49.0
|
to
|
$50.0
|
|
|
|
|
|
|
|
|
Preferred
Dividends
|
|
|
|
|
$12.2
|
|
|
|
|
|
|
|
|
|
Footnote:
|
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|
|
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|
|
1) Pro rata NOI for
entire portfolio; reflects current preleasing velocity and
outlook.
|
|
2) Range assumes no
occupancy improvement on low end; 85% '15/'16 occupancy on high
end.
|
3) See page 20 of the
Supplemental Analyst Package for additional detail on 2015
G&A.
|
|
4) Includes pro rata
joint venture impact to FFOA that is reflected in "equity in
earnings of unconsolidated
|
entities" in the
Company's financial statements.
|
|
|
|
|
An illustrative bridge of key elements can be found on page 20
of the Supplemental Analyst Package.
Additional Matters
The Company, through its engagement with Korn Ferry and FPL Associates, continues to make
positive strides in the identification and recruitment of highly
qualified additions both to our Board of Directors and the Campus
Crest executive management team. The Company will announce further
progress on these important additions at the appropriate time.
Campus Crest is in the process of conducting a comprehensive and
thorough analysis of all potential financial and strategic
alternatives. The Company is committed to maximizing shareholder
value and will continue to work closely with its outside financial
and legal advisors to ensure a thorough and robust process. There
can be no assurance that the exploration process will result in the
Company pursuing a particular transaction or completing any such
transaction. The Company has not set a definitive timetable for
completion of the process and does not intend to disclose further
developments until its Board of Directors approves a specific
action or otherwise concludes the review of the strategic
alternatives. The Company welcomes all interested parties into this
ongoing process.
The Company plans to file a Form 12b-25 Notification of Late
Filing with the U.S. Securities and Exchange Commission (SEC) with
regard to its Annual Report on Form 10-K for the year ended
December 31, 2014. The Company and
certain of its affiliates recently completed certain acquisitions
pursuant to the Company's purchase and sale agreement, as amended,
with the former members of Copper Beech Townhome Communities, LLC
and Copper Beech Townhome Communities (PA), LLC. Due to the
significant nature of this transaction, the Company needs
additional time to complete the documentation and corresponding
disclosure contained in its annual report. The Company expects to
complete the work necessary for it to file its Form 10-K for the
fiscal year ended December 31, 2014
by March 17, 2015, which will be the
end of the fifteen-day extension period provided by Rule
12b-25.
Conference Call Details
The Company will host a conference call on Thursday, February 26, 2015, at 9:00 a.m. (EST) to discuss the financial results
from the quarter.
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
13600472. The replay will be available until March 5, 2015.
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.
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 84
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. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
2014
|
|
2013
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Investment in real
estate, net:
|
|
|
|
|
|
Student housing
properties
|
|
$934,471
|
|
$716,285
|
|
Accumulated
depreciation
|
|
(128,121)
|
|
(102,356)
|
|
Development in
process
|
|
-
|
|
91,184
|
|
Land held for
sale1
|
|
38,104
|
|
-
|
|
Land held for
investment2
|
|
7,534
|
|
-
|
Investment in real
estate, net
|
|
851,988
|
|
705,113
|
Investment in
unconsolidated entities3
|
|
256,653
|
|
324,838
|
Cash and cash
equivalents
|
|
15,240
|
|
32,054
|
Restricted cash
4
|
|
5,429
|
|
32,636
|
Student receivables,
net
|
|
1,587
|
|
2,825
|
Cost and earnings in
excess of construction billings
|
|
7,516
|
|
42,803
|
Other assets,
net5
|
|
42,447
|
|
42,410
|
Total
assets
|
|
$1,180,860
|
|
$1,182,679
|
|
|
|
|
|
|
Liabilities and
equity
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Mortgage and
construction loans
|
|
$300,673
|
|
$205,531
|
|
Line of credit and
other debt
|
|
317,746
|
|
207,952
|
|
Accounts payable and
accrued expenses
|
|
53,968
|
|
62,448
|
|
Construction billings
in excess of cost and earnings
|
|
481
|
|
600
|
|
Other
liabilities
|
|
22,092
|
|
11,167
|
Total
liabilities
|
|
694,960
|
|
487,698
|
Equity:
|
|
|
|
|
|
Preferred
stock
|
|
$61
|
|
$61
|
|
Common
stock
|
|
648
|
|
645
|
|
Additional common and
preferred paid-in capital
|
|
770,949
|
|
773,896
|
|
Accumulated deficit
and distributions6
|
|
(292,210)
|
|
(84,143)
|
|
Accumulated other
comprehensive loss
|
|
(2,616)
|
|
(71)
|
Total stockholders'
equity
|
|
476,832
|
|
690,388
|
Noncontrolling
interests
|
|
9,069
|
|
4,593
|
Total
equity
|
|
485,901
|
|
694,981
|
Total liabilities
and equity
|
|
$1,180,860
|
|
$1,182,679
|
|
|
|
|
|
|
|
1Land held
for sale includes properties located in the following locations:
Allendale, MI; Bellingham, WA; Boca Raton, FL; Corvallis, OR; Grand
Forks, ND; Sacramento, CA; San Angelo, TX; Tempe, AZ; Tuscaloosa,
AL; and Toledo, OH. The Toledo, OH property includes the
redevelopment property, which is currently in operation, as well as
an undeveloped land parcel.
2Land held for investment includes potential Phase II
sites at the following locations: Auburn, AL; Huntsville, TX;
Pullman, WA; State College, PA; and Statesboro, GA.
3As 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
December 31, 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.
4As of
December 31, 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.
5Primarily
includes other receivables of $21,487 including insurance proceeds
and amounts due from joint ventures, deferred financing costs of
$6,910, corporate fixed assets of $6,356, Company owned corporate
aircraft of $3,900 and prepaid and other assets of
$3,794.
6Includes
2014 net loss of $158,004 plus dividends of $50,063.
|
CAMPUS CREST
COMMUNITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
|
|
|
|
|
|
|
(in $000s, except
per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Twelve Months
Ended December 31,
|
|
|
|
2014
|
|
2013
|
|
$
Change
|
|
2014
|
|
2013
|
|
$
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Student housing
rental
|
|
$27,467
|
|
23,517
|
|
$3,950
|
|
$101,724
|
|
$87,635
|
|
$14,089
|
Student housing
services
|
|
725
|
|
970
|
|
(245)
|
|
3,768
|
|
3,615
|
|
153
|
Property management
services
|
|
538
|
|
281
|
|
257
|
|
1,249
|
|
820
|
|
429
|
Total
revenues
|
|
|
28,731
|
|
24,768
|
|
3,963
|
|
106,741
|
|
92,070
|
|
14,671
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Student housing
operations
|
|
12,903
|
|
11,005
|
|
1,898
|
|
46,777
|
|
40,346
|
|
6,431
|
General and
administrative
|
|
3,250
|
|
2,582
|
|
668
|
|
14,303
|
|
10,658
|
|
3,645
|
Severance1
|
|
6,159
|
|
-
|
|
6,159
|
|
6,159
|
|
-
|
|
6,159
|
Impairment of land,
predevelopment costs and assets held for
sale2
|
|
2,137
|
|
-
|
|
2,137
|
|
31,927
|
|
-
|
|
31,927
|
Write-off of corporate
other assets3
|
|
7,345
|
|
-
|
|
7,345
|
|
15,110
|
|
-
|
|
15,110
|
Transaction
costs4
|
|
339
|
|
286
|
|
53
|
|
2,671
|
|
1,121
|
|
1,550
|
Ground
leases
|
|
120
|
|
87
|
|
33
|
|
477
|
|
249
|
|
228
|
Depreciation and
amortization
|
|
8,822
|
|
6,546
|
|
2,276
|
|
31,696
|
|
23,700
|
|
7,996
|
Total operating
expenses
|
|
41,076
|
|
20,506
|
|
20,570
|
|
149,120
|
|
76,074
|
|
73,046
|
Equity in earnings
(loss) of unconsolidated entities5, 6
|
|
(5,572)
|
|
(7,335)
|
|
1,763
|
|
(5,510)
|
|
(3,727)
|
|
(1,783)
|
Impairment of
unconsolidated entities7
|
|
(3,702)
|
|
(312)
|
|
(3,390)
|
|
(54,568)
|
|
(312)
|
|
(54,256)
|
Effect of not
exercising Copper Beech purchase option
|
|
-
|
|
-
|
|
-
|
|
(34,048)
|
|
-
|
|
(34,048)
|
Operating income
(loss)
|
|
(21,619)
|
|
(3,385)
|
|
(18,234)
|
|
(136,505)
|
|
11,957
|
|
(148,462)
|
Nonoperating
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
(5,526)
|
|
(4,205)
|
|
(1,321)
|
|
(13,886)
|
|
(12,969)
|
|
(917)
|
Other income
(expense)8
|
|
(88)
|
|
(7)
|
|
(81)
|
|
42
|
|
1,414
|
|
(1,372)
|
Total nonoperating
expense, net
|
|
|
(5,613)
|
|
(4,212)
|
|
(1,401)
|
|
(13,844)
|
|
(11,555)
|
|
(2,289)
|
Net income (loss)
before income tax benefit (expense)
|
|
|
(27,233)
|
|
(7,597)
|
|
(19,636)
|
|
(150,349)
|
|
402
|
|
(150,751)
|
Income tax benefit
(expense)
|
|
|
0
|
|
421
|
|
(421)
|
|
(731)
|
|
727
|
|
(1,458)
|
Income (loss) from
continuing operations
|
|
|
(27,232)
|
|
(7,176)
|
|
(20,056)
|
|
(151,079)
|
|
1,129
|
|
(152,208)
|
Income (loss) from
discontinued operations
|
|
|
(4,933)
|
|
(2,166)
|
|
(2,767)
|
|
(8,125)
|
|
489
|
|
(8,614)
|
Net income
(loss)
|
|
|
(32,166)
|
|
(9,342)
|
|
(22,824)
|
|
(159,204)
|
|
1,618
|
|
(160,822)
|
Dividends on
preferred stock
|
|
|
3,050
|
|
2,733
|
|
317
|
|
12,200
|
|
6,183
|
|
6,017
|
Net loss attributable
to noncontrolling interests
|
|
|
(426)
|
|
(85)
|
|
(341)
|
|
(1,200)
|
|
(34)
|
|
(1,166)
|
Net loss
attributable to common stockholders
|
|
|
($34,790)
|
|
($11,990)
|
|
($22,800)
|
|
($170,204)
|
|
($4,531)
|
|
($165,673)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data -
basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations attributable to common
stockholders
|
|
($0.45)
|
|
($0.15)
|
|
|
|
($2.49)
|
|
($0.08)
|
|
|
Income (loss) from
discontinued operations attributable to common
stockholders
|
|
($0.08)
|
|
($0.03)
|
|
|
|
($0.12)
|
|
$0.01
|
|
|
Net income (loss)
per share attributable to common stockholders
|
|
|
($0.53)
|
|
($0.18)
|
|
|
|
($2.61)
|
|
($0.07)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
65,154
|
|
64,937
|
|
|
|
65,102
|
|
60,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1For the
three months ended December 31, 2014, severance includes
termination benefits for former executives in connection with our
strategic repositioning.
2For the three months ended December 31, 2014, amounts
include impairment of our property in Toledo, OH.
3For the three months ended December 31, 2014, amount
primarily includes $5,499 of Enterprise Resource Planning system
impairment and $1,470 of corporate aircraft impairment
4For the three and twelve months ended December 31,
2014, includes $339 and $2,671, respectively, of transaction costs
related to Copper Beech. Additionally, for the three and twelve
months ended December 31, 2013, includes $286 and $1,121,
respectively, of transaction costs related to Copper Beech.
5For the three and twelve months ended December 31, 2014
and the period from March 18, 2013 to December 31, 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 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 December 31, 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.
6For the three and twelve months ended December 31,
2014, includes $1,431 and $6,491, respectively, of fair value
adjustment related to Copper Beech's debt. For the three and twelve
months ended December 31, 2013, includes $1,411 and $3,576,
respectively, of fair value adjustment related to Copper Beech's
debt.
7For the three months ended December 31, 2014, relates
to an impairment of our investments in Montreal.
8For the twelve months ended December 31, 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 LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS TO FUNDS FROM
OPERATIONS
("FFO")& FUNDS FROM OPERATIONS ADJUSTED ("FFOA")
(unaudited)
|
(in $000s, except
per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Twelve Months
Ended December 31,
|
|
|
2014
|
|
2013
|
|
$
Change
|
|
2014
|
|
2013
|
|
$
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to common stockholders
|
|
($34,790)
|
|
($11,990)
|
|
($22,800)
|
|
($170,204)
|
|
($4,531)
|
|
($165,673)
|
Net loss attributable
to noncontrolling interests
|
|
(426)
|
|
(85)
|
|
(341)
|
|
(1,200)
|
|
(34)
|
|
(1,166)
|
Real estate related
depreciation and amortization
|
|
7,683
|
|
6,910
|
|
773
|
|
27,858
|
|
25,503
|
|
2,356
|
Real estate related
depreciation and amortization - unconsolidated entities
|
|
5,178
|
|
14,354
|
|
(9,176)
|
|
25,034
|
|
23,272
|
|
1,763
|
FFO available to
common shares and OP units1, 2
|
|
(22,356)
|
|
9,189
|
|
(31,545)
|
|
(118,511)
|
|
44,209
|
|
(162,721)
|
Elimination of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs3
|
2,095
|
|
286
|
|
1,809
|
|
4,426
|
|
2,027
|
|
2,399
|
Elimination of
transactions costs included in equity in earnings
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Impairment of land,
predevelopment costs and asset held for sale
|
2,137
|
|
175
|
|
1,962
|
|
31,927
|
|
175
|
|
31,752
|
Impairment of disposed
assets
|
-
|
|
4,729
|
|
(4,729)
|
|
-
|
|
4,729
|
|
(4,729)
|
Copper Beech dividend
equivalency4
|
1,200
|
|
-
|
|
1,200
|
|
1,200
|
|
-
|
|
1,200
|
Write off of corporate
other assets
|
7,345
|
|
-
|
|
7,345
|
|
15,110
|
|
-
|
|
15,110
|
Write off of deferred
financing costs
|
-
|
|
236
|
|
(236)
|
|
-
|
|
236
|
|
(236)
|
Severance5
|
5,439
|
|
-
|
|
5,439
|
|
6,159
|
|
-
|
|
6,159
|
Change in valuation
allowance for deferred tax asset
|
(0)
|
|
-
|
|
(0)
|
|
731
|
|
-
|
|
731
|
Discontinued
operations6
|
4,933
|
|
312
|
|
4,621
|
|
8,125
|
|
312
|
|
7,812
|
Impairment of
unconsolidated entities
|
3,702
|
|
-
|
|
3,702
|
|
54,568
|
|
-
|
|
54,568
|
Effect of not
exercising Copper Beech purchase option
|
-
|
|
-
|
|
-
|
|
34,048
|
|
-
|
|
34,048
|
FV adjustment of CB
debt
|
(1,432)
|
|
(1,411)
|
|
(21)
|
|
(6,491)
|
|
(3,576)
|
|
(2,914)
|
Funds from
operations adjusted (FFOA) available to common
|
|
|
|
|
|
|
|
|
|
|
|
|
shares and OP
units
|
$3,063
|
|
$13,515
|
|
($10,452)
|
|
$31,292
|
|
$48,112
|
|
($16,820)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per share -
diluted1, 2
|
|
($0.34)
|
|
$0.14
|
|
($0.48)
|
|
($1.82)
|
|
$0.73
|
|
($2.55)
|
FFOA per share -
diluted
|
|
$0.05
|
|
$0.21
|
|
($0.16)
|
|
$0.48
|
|
$0.80
|
|
($0.32)
|
Weighted average
common shares and OP units outstanding -
diluted7
|
|
65,154
|
|
64,937
|
|
|
|
65,102
|
|
60,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 For the
three and twelve months ended December 31, 2014 and the period
March 18, 2013 to December 31, 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 December 31, 2013, the Company
entered into an amendment to the purchase and sale agreement that
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 December 31, 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 twelve months ended December 31,
2014, includes $1,431 and $6,491, respectively, of fair value
adjustment related to Copper Beech's debt. For the three and
twelve months ended December 31, 2013, includes $1,411 and $3,576,
respectively, of fair value adjustment related to Copper Beech's
debt.
3 Includes costs incurred in connection with Copper
Beech and Montreal.
4 Amount represents a one time cash dividend equivalency
payment made during the three months ended December 31, 2014 to the
CB Investors as stipulated in the second amendment to the purchase
and sell agreement of Copper Beech.
5 For the three months ended September 30, 2014, $720 of
severance was included in general and administrative expense, and
was reclassified to the Severance line in the three months ended
December 31, 2014.
6 For the three months ended December, 31, 2014,
includes expenses related to discontinued construction and
development operations of $3,068. See table on page 20 for
additional detail on general and administrative expense.
7 For the three and twelve months ended December 31,
2014 and 2013, the diluted shares were used to calculate FFO and
FFOA.
|
CAMPUS CREST
COMMUNITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS TO NET OPERATING
INCOME ("NOI")
(unaudited)
|
|
|
|
|
|
(in $000s, except
per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
|
|
Twelve Months
Ended December 31,
|
|
|
|
20141
|
|
20131
|
|
|
|
20141
|
|
20131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to common stockholders
|
|
($34,790)
|
|
($11,990)
|
|
|
|
($170,204)
|
|
($4,531)
|
|
Net loss attributable
to noncontrolling interests
|
|
(426)
|
|
(85)
|
|
|
|
(1,200)
|
|
(34)
|
|
Preferred stock
dividends
|
|
3,050
|
|
2,733
|
|
|
|
12,200
|
|
6,183
|
|
Income tax (benefit)
expense
|
(0)
|
|
(421)
|
|
|
|
731
|
|
(727)
|
|
Other (income)
expense
|
88
|
|
7
|
|
|
|
(42)
|
|
(1,414)
|
|
Severance
|
6,159
|
|
-
|
|
|
|
6,159
|
|
-
|
|
(Income) loss on
discontinued operations
|
4,933
|
|
2,166
|
|
|
|
8,125
|
|
(489)
|
|
Interest
expense
|
5,526
|
|
4,205
|
|
|
|
13,886
|
|
12,969
|
|
Equity in losses of
unconsolidated entities
|
5,572
|
|
7,335
|
|
|
|
5,510
|
|
3,727
|
|
Depreciation and
amortization
|
8,822
|
|
6,546
|
|
|
|
31,696
|
|
23,700
|
|
Ground lease
expense
|
120
|
|
87
|
|
|
|
477
|
|
249
|
|
General and
administrative expense
|
3,250
|
|
2,582
|
|
|
|
14,303
|
|
10,658
|
|
Impairment of
unconsolidated entities
|
3,702
|
|
312
|
|
|
|
54,568
|
|
312
|
|
Effect of not
exercising Copper Beech purchase option
|
-
|
|
-
|
|
|
|
34,048
|
|
-
|
|
Impairment of land,
predevelopment costs and asset held for sale
|
2,137
|
|
-
|
|
|
|
31,927
|
|
-
|
|
Write-off of
corporate other assets
|
7,345
|
|
-
|
|
|
|
15,110
|
|
-
|
|
Transaction
costs
|
339
|
|
286
|
|
|
|
2,671
|
|
1,121
|
|
Property management
services
|
(538)
|
|
(281)
|
|
|
|
(1,249)
|
|
(820)
|
|
Total
NOI
|
$15,289
|
|
$13,482
|
|
|
|
$58,715
|
|
$50,904
|
|
Same store
properties NOI1
|
$12,350
|
|
$12,718
|
|
|
|
$42,929
|
|
$46,612
|
|
New properties
NOI1, 2
|
$2,118
|
|
$0
|
|
|
|
$11,408
|
|
$2,742
|
|
The Grove at
Pullman & Toledo NOI3
|
|
$822
|
|
$764
|
|
|
|
$4,378
|
|
$1,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1"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.
2Includes NOI contribution from Copper Beech at
Ames. This is a consolidated joint venture property.
3Includes 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.
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SOURCE Campus Crest Communities, Inc.