UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-34872
CAMPUS CREST COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
|
Maryland (State or other jurisdiction of incorporation or organization) |
27-2481988 (I.R.S. Employer Identification No.) |
|
2100 Rexford Road, Suite 414, Charlotte, NC (Address of principal executive offices) |
28211 (Zip Code) |
(704) 496-2500
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class | Outstanding at July 21, 2015 | |
| Common Stock, $0.01 par value per share | 64,782,007 shares |
EXPLANATORY NOTE
Campus Crest Communities, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the Securities and Exchange Commission on July 24, 2015 (“Form 10-Q”), for the sole purpose of submitting Exhibit 101 to the Form 10-Q. Exhibit 101 consists of the Interactive Data Files for the Company’s Form 10-Q for the quarter ended March 31, 2015.
No other changes have
been made to the Form 10-Q. This Amendment No. 1 speaks only as of the original filing date of the Form 10-Q, does not reflect
events that may have occurred subsequent to such original filing date and does not modify or update in any way disclosures made
in the Form 10-Q.
PART II
ITEM 6. EXHIBITS
| Exhibit Number | Description of Document | |
| 10.1 | Registration Rights Agreement, dated as of January 30, 2015, by and among Campus Crest Communities, Inc., and the persons listed on Schedule 2.1 (i) thereto (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2015) | |
| 10.2 | Tax Protection Agreement, dated as of January 30, 2015, by and among Campus Crest Communities, Inc., Campus Crest Communities Operating Partnership, L.P. and the other persons set forth on Schedule 2.1(i) thereto (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2015) | |
| 10.3* | Separation Agreement, dated November 13, 2014, by and between Campus Crest Communities, Inc. and Donald L. Bobbitt, Jr. | |
| 10.4* | Separation Agreement, dated February 28, 2015, by and between Campus Crest Communities, Inc. and Angel Herrera | |
| 10.5* | First Restated Separation Agreement, dated February 17, 2015, by and between Campus Crest Communities, Inc. and Ted Rollins | |
| 31.1* | Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Interim Chief Executive Officer and Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101+ | The following materials from Campus Crest Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to the Consolidated Financial Statements. |
_____________________________
| * | Previously filed with the Form 10-Q. |
| ** | Previously furnished with the Form 10-Q. |
| + | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 28, 2015
|
CAMPUS CREST COMMUNITIES, INC. |
||||
| By: | /s/ John Makuch | |||
| John Makuch | ||||
| Interim Chief Financial Officer | ||||
Exhibit Index
| Exhibit Number | Description of Document | |
| 10.1 | Registration Rights Agreement, dated as of January 30, 2015, by and among Campus Crest Communities, Inc., and the persons listed on Schedule 2.1 (i) thereto (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2015) | |
| 10.2 | Tax Protection Agreement, dated as of January 30, 2015, by and among Campus Crest Communities, Inc., Campus Crest Communities Operating Partnership, L.P. and the other persons set forth on Schedule 2.1(i) thereto (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2015) | |
| 10.3* | Separation Agreement, dated November 13, 2014, by and between Campus Crest Communities, Inc. and Donald L. Bobbitt, Jr. | |
| 10.4* | Separation Agreement, dated February 28, 2015, by and between Campus Crest Communities, Inc. and Angel Herrera | |
| 10.5* | First Restated Separation Agreement, dated February 17, 2015, by and between Campus Crest Communities, Inc. and Ted Rollins | |
| 31.1* | Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Interim Chief Executive Officer and Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101+ | The following materials from Campus Crest Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to the Consolidated Financial Statements. |
_____________________________
| * | Previously filed with the Form 10-Q. |
| ** | Previously furnished with the Form 10-Q. |
| + | Filed herewith. |