CCG Campus Crest Communities, Inc.

 

 

United States

Securities And Exchange Commission

Washington, D.C. 20549

______________

 

FORM 8-K

______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 19, 2015

 

CAMPUS CREST COMMUNITIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland	001-34872	27-2481988
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation or organization)		Identification No.)

 

2100 Rexford Road, Suite 414
Charlotte, North Carolina	28211
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (704) 496-2500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 20, 2015, Campus Crest Communities, Inc. (the “Company”) issued a press release reporting that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 primarily due to the complexity of consolidating the Copper Beech entities that were acquired during the first quarter. The press release is filed herewith as Exhibit 99.1. Additionally, the extensive effort required to complete the Company’s Form 10-K for the year ended December 31, 2014 disrupted the normal timing for closing the books for the quarter ended March 31, 2015.

 

The Company previously disclosed in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2015 that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. For additional information, please see the Form 12b-25.

 

The New York Stock Exchange (the "NYSE") provided formal notification to the Company on May 19, 2015 that it is not currently in compliance with the NYSE's continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual. Such notices are routinely issued by the NYSE in situations when there are late filings with the SEC.

 

Under NYSE rules, the Company has six months from May 18, 2015, subject to ongoing evaluation, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Until the Company files it Quarterly Report, the Company expects that its common stock, which is listed on the NYSE under the symbol "CCG," will be assigned an "LF" indicator to signify late filing status. The Company can regain compliance with the NYSE listing standards at any time during this six-month period once it files its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 with the SEC. If the Company fails to file its quarterly report within such six-month period, the NYSE may, in its sole discretion, allow the Company’s common stock to trade for up to an additional six months depending on specific circumstances as outlined in the rule. It is expected that the Company would need to submit an official request to the NYSE for the NYSE’s consideration at the appropriate time.

 

While the Company is working diligently to complete the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and currently expects to complete and file the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 within six months of its due date, no assurance can be given that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 will be filed within such period, or that the NYSE would allow the Company’s securities to trade for up to an additional six months.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit Description
99.1		Press release, dated May 20, 2015, issued by Campus Crest Communities, Inc.

 

 

SIGNATURES

 

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

 

	CAMPUS CREST COMMUNITIES, INC.
	By:	/s/ Scott R. Rochon
		Scott R. Rochon
		Chief Accounting Officer

 

 

Dated: May 26, 2015

 

 

Exhibit Index

 

Exhibit Number		Description
99.1		Press release, dated May 20, 2015, issued by Campus Crest Communities, Inc.

 

 

Exhibit 99.1

 

 

 

CHARLOTTE, N.C., May 20, 2015 /PRNewswire/ -- Campus Crest Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"), an owner and manager of high-quality student housing properties, today provided an update on its current 2015/2016 academic year pre-leasing results. The following table highlights the leasing status as of May 18, 2015:

 

Pre-leasing Update
										Pre-leasing as of May 18,
		Properties				Beds				AY '14/'15				AY '15/'16				Change
Same Store Properties by Occupancy
Tier 1 (98%+)			35				16,531				87.0	%			84.4	%			(2.6	%)
Tier 2 (95% to 97.9%)			7				4,080				78.9	%			64.7	%			(14.2	%)
Tier 3 (90% to 94.9%)			7				3,776				65.8	%			73.4	%			7.6	%
Tier 4 (Below 90%)			22				12,143				59.5	%			60.9	%			1.4	%
Total Same Store Properties			71				36,530				74.8	%			73.3	%			(1.5	%)
Same Store Properties By Ownership
Wholly Owned			32				17,476				73.9	%			71.5	%			(2.4	%)
Joint Venture			6				3,532				59.1	%			60.9	%			1.8	%
Copper Beech			33				15,522				79.3	%			78.1	%			(1.2	%)
Total Same Store Properties			71				36,530				74.8	%			73.3	%			(1.5	%)
2014 Deliveries By Type
Grove & Copper Beech			7				4,339				48.3	%			66.0	%			17.7	%
evo Philadelphia			1				850				24.5	%			89.5	%			65.0	%
evo Montreal			2				2,223				1.3	%			14.6	%			13.3	%
Total 2014 Deliveries			10				7,412				31.5	%			53.3	%			21.8	%
2014 Deliveries By Ownership
Wholly Owned			5				3,099				50.7	%			71.7	%			21.0	%
Joint Venture			5				4,313				17.6	%			40.1	%			22.5	%
Total 2014 Deliveries			10				7,412				31.5	%			53.3	%			21.8	%
Total Portfolio By Ownership
Wholly Owned			37				20,575				70.4	%			71.5	%			1.1	%
Copper Beech			33				15,522				79.3	%			78.1	%			(1.2	%)
Joint Venture			11				7,845				36.3	%			49.4	%			13.1	%
Total Portfolio			81				43,942				67.5	%			69.9	%			2.4	%

 

"Pre-leasing for the Company's total portfolio for the 2015/2016 academic year is up by approximately 240 basis points, driven by strong growth from the 2014 new deliveries, while the Company's same store portfolio pre-leasing currently trails prior year's results," noted Aaron Halfacre, President and Chief Investment Officer. "We have positive momentum as the majority of our portfolio is trending above last year's results, however, we are experiencing difficulties in select markets. Specifically, Statesboro, GA and Mt. Pleasant, MI are experiencing negative leasing velocity following increased market supply; Grand Forks, ND will likely lease materially below the current academic year following a construction-delayed 2014 opening and management turnover; and, Copper Beech at Columbia, SC is expected to finish materially behind last academic year's results as it continues to recover from the negative impact stemming from an isolated crime that occurred on the property last November. Excluding these select markets, total portfolio and same store pre-leasing results would be up approximately 550 and 110 basis points, respectively. I commend our student housing team for avoiding distractions and focusing on execution during this critical time."

 

"Overall, we expect to achieve between 75 and 100 basis points of year-over-year rate improvement for the 2015/2016 academic year. In addition, ongoing initiatives to improve our tenant profile and strengthen collections have proven successful as 2014/2015 bad debt expense is at or below the Company's 2.5% budgeted levels and, accordingly, we do not currently anticipate bad debt write-offs related to the 2014/2015 academic year," concluded Mr. Halfacre.

 

 

Timing of First Quarter 10-Q Filing

 

As previously disclosed in its Form 12b-25 filing with the Securities and Exchange Commission ("SEC"), Campus Crest is unable to timely file its first quarter 2015 Quarterly Report on Form 10-Q primarily due to the complexity of consolidating the Copper Beech operations that were acquired during the first quarter. Campus Crest expects to file its Quarterly Report on Form 10-Q as quickly as practicable, but will not meet the previously communicated target date of May 29, 2015 for an earnings release. Due to the delayed filing, the Company also noted that it is in a quiet period and, as a result, will not be attending NAREIT's REITWEEK 2015^® Conference.

 

Campus Crest has informed the New York Stock Exchange (the "NYSE") of the filing delay. The NYSE has provided formal notification to the Company that it is not currently in compliance with the NYSE's continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual, which are routinely issued by the NYSE in situations when there are late filings with the SEC.

 

If Campus Crest does not file its Quarterly Report on Form 10-Q by 2:30 pm Eastern Time on May 22, 2015, its common stock, which is listed on the NYSE under the symbol "CCG," will be assigned an "LF" indicator to signify late filing status. Under NYSE rules, the Company has six months from May 18, 2015, subject to ongoing evaluation, to file its Quarterly Report on Form 10-Q. Campus Crest can regain compliance with the NYSE listing standards at any time during this six-month period once it files its Form 10-Q with the SEC. If it fails to file its Quarterly Report on Form 10-Q within such six-month period, the NYSE may, in its sole discretion, allow Campus Crest's common stock to trade for up to an additional six months depending on specific circumstances as outlined in the NYSE rules. It is expected that the Company would need to submit an official request to the NYSE for the NYSE's consideration at the appropriate time.

 

While the Company is working diligently to complete its first quarter 2015 Quarterly Report on Form 10-Q and expects to complete the filing within the six months compliance period, no assurance can be given that the first quarter 2015 Quarterly Report on Form 10-Q will be filed within such period, or that the NYSE would allow the Company's securities to trade for up to an additional six months.

 

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 82 student housing properties with over 44,000 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.

 

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SOURCE Campus Crest Communities, Inc.