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.
Logo - http://photos.prnewswire.com/prnh/20141205/162610LOGO
SOURCE Campus Crest
Communities, Inc.
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