##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2010o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-34872
 CAMPUS CREST COMMUNITIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland

27-2481988(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)2100 Rexford Road, Suite 414, Charlotte, NC(Address of principal
    executive offices)

28211(Zip Code)   Securities registered pursuant to Section 12(b) of the
    Act:
  (Title of Each Class)

(Name of Each Exchange on Which Registered)Common Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





FORM 10-K
 FOR THE YEAR ENDED DECEMBER 31, 2010
  TABLE OF CONTENTS
   
 Page No.PART I


3Item 1.


Business


3Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


37Item 4.


[Removed and Reserved]


37PART II


37Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


37Item 6.


Selected Financial Data


40Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


43Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


67Item 8.


Financial Statements and Supplementary Data


68Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


68Item 9A.


Controls and Procedures


68Item 9B.


Other Information


68PART III


68Item 10.


Directors, Executive Officers and Corporate
    Governance


68Item 11.


Executive Compensation


69Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


69Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


69Item 14.


Principal Accounting Fees and Services


69PART IV


69Item 15.


Exhibits and Financial Statement Schedules


69SIGNATURES


74EX-10.2EX-10.68EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    the factors discussed in this report, including those set forth
    under Risk Factors in Item 1A;
    the performance of the student housing industry in general;
    decreased occupancy or rental rates at our properties resulting
    from competition or otherwise;
    the operating performance of our properties;
    the success of our development and construction activities;
    changes on the admissions or housing policies of the colleges
    and universities from which we draw student-tenants;
    the availability of and our ability to attract and retain
    qualified personnel;
    changes in our business and growth strategies and in our ability
    to consummate additional joint venture transactions;
    our capitalization and leverage level;
    our capital expenditures;
    the degree and nature of our competition, in terms of developing
    properties, consummating acquisitions and in obtaining
    student-tenants to fill our properties;
    volatility in the real estate industry, interest rates and
    spreads, the debt or equity markets, the economy generally or
    the local markets in which our properties are located, whether
    the result of market events or otherwise;
    events or circumstances which undermine confidence in the
    financial markets or otherwise have a broad impact on financial
    markets, such as the sudden instability or collapse of large
    financial institutions or other significant corporations,
    terrorist attacks, natural or man-made disasters or threatened
    or actual armed conflicts;
    the availability and terms of short-term and long-term
    financing, including financing for development and construction
    activities;
    the availability of attractive development
    and/or
    acquisition opportunities in properties that satisfy our
    investment criteria, including our ability to identify and
    consummate successful property developments and property
    acquisitions;
    the credit quality of our student-tenants and parental
    guarantors;
    changes in personnel, including the departure of key members of
    our senior management, and lack of availability of qualified
    personnel;
    unanticipated increases in financing and other costs, including
    a rise in interest rates;
    estimates relating to our ability to make distributions to our
    stockholders in the future and our expectations as to the form
    of any such distributions; 1




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
    environmental costs, uncertainties and risks, especially those
    related to natural disasters;
    changes in governmental regulations, accounting treatment, tax
    rates and similar matters;
    legislative and regulatory changes (including changes to laws
    governing the taxation of real estate investments trusts
    (REITs); and
    limitations imposed on our business and our ability to satisfy
    complex rules in order for us to qualify as a REIT for
    U.S. federal income tax purposes and the ability of certain
    of our subsidiaries to qualify as taxable REIT subsidiaries for
    U.S. federal income tax purposes, and our ability and the
    ability of our subsidiaries to operate effectively within the
    limitations imposed by these rules.   2




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PART I  Item 1.
    Business.  Our
    Company
      The
    Grove ®
  2011-2012
 3




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REIT
    Status and Taxable REIT Subsidiaries
    Our
    Business and Growth Strategies
    Utilize Our Vertically-Integrated
    Platform.
  Target Attractive Markets. e.g.
  Optimize Our Properties and Brand Value. The
    Grove ®
  Development Growth.
 4




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Acquisition Growth.
  University Relations Advisory Board. out-of-pocket
  Property
    Management and Monitoring
  on-site on-site on-site
  General Managers, Sales Managers and Facilities
    Managers. on-site
  Community Assistants (CAs or
    RockStars). 50-70
 5




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Area Managers, Area Sales Managers, and Area Business
    Managers. The
    Grove ®
  Leasing
    and Marketing
        
    the quality of our facilities, including their proximity to
    campus, as well as our properties physical location, the
    size and layout of units and the types of amenities offered;
    rental terms, including price, which varies based on the market
    in which the property is located, and per-bed rental (individual
    lease liability), which allows individual student-tenants to
    avoid responsibility for the rental of an entire apartment unit;
    community environment, including community facilities, amenities
    and programming, which is overseen by our staff of
    CAs/RockStars; and
    our relationships with colleges and universities, which may
    result in our properties being recommended or listed in
    recruiting and admissions literature provided to incoming and
    prospective students. 6




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Student
    Programming/SCORES Program
    
    Social:  parties, group events, movie nights,
    bonfires, concerts, tavern/game nights, tailgating and
    homecoming events;
    Cultural:  attending plays, concerts, readings,
    art galleries and open microphone nights;
    Outreach:  blood drives, big brother/big sister
    programs, mentoring, food drives/themed activities;
    Recreational:  intramural sports teams and
    volleyball and basketball tournaments;
    Educational:  CPR training, resume writing
    workshops, nutrition classes, self-defense training and job
    interview rehearsals; and
    Spiritual:  bible studies, sing-alongs, campus
    church, guest speakers and reading groups.    GO
    Team (Grove Outreach)
    Competition
  Competition
    from Universities and Colleges
      Competition
    from Private Owners
   7




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Insurance
    Regulation
  General
    Americans
    With Disabilities Act
    Fair
    Housing Act
    Environmental
    Matters
   8




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Employees
    Offices
    and Website
    Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors.    Risks
    Related to Our Business and Properties
  Developing
    properties will expose us to risks beyond those associated with
    owning and operating student housing properties, and could
    materially and adversely affect us.
  2011-2012
  
    abandonment of development opportunities after expending
    significant cash and other resources to determine feasibility,
    requiring us to expense costs incurred in connection with the
    abandoned project;
    construction costs of a project exceeding our original estimates;
    failure to complete development projects on schedule or in
    conformity with building plans and specifications; 9




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
    lower than anticipated occupancy and rental rates at a newly
    completed property, which rates may not be sufficient to make
    the property profitable;
    failure to obtain or delays in obtaining construction financing,
    which could result in delays in closing on acquisitions of
    undeveloped land; and
    failure to obtain, or delays in obtaining, necessary zoning,
    land use, building, occupancy and other required governmental
    permits and authorizations.  The
    construction activities at our student housing properties expose
    us to liabilities and risks beyond those associated with the
    ownership and operation of student housing properties, which
    could materially and adversely affect us.
  2011-2012 on-site
  Our
    development activities are subject to delays and cost overruns,
    which could materially and adversely affect us.
  2011-2012
  We may
    not realize a return on our development activities in a timely
    manner, which could materially and adversely affect
    us.
    Adverse
    economic conditions and dislocation in the credit markets have
    had a material and adverse effect on us and may continue to
    materially and adversely affect us.
   10




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2011-2012
    Certain
    of our properties may be subject to liens or other claims, which
    could materially and adversely affect us.
    Developing
    or acquiring properties in new markets may materially and
    adversely affect us.
  2011-2012
  We
    rely on our relationships with the colleges and universities
    from which our properties draw student-tenants and on the
    policies and reputations of these schools; any deterioration in
    our relationships with such schools or changes in the
    schools admissions or residency policies or reputations
    could materially and adversely affect us.
   11




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e.g. lease-up
    Our
    results of operations are subject to risks inherent in the
    student housing industry, such as an annual leasing cycle and
    limited leasing period, which could materially and adversely
    affect us.
      Competition
    from other student housing properties, including on-campus
    housing and traditional multi-family housing located in close
    proximity to the colleges and universities from which we draw
    student-tenants
    may reduce the demand for our properties, which could materially
    and adversely affect us.
       12




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Our
    success depends on key personnel whose continued service is not
    guaranteed, and their departure could materially and adversely
    affect us.
    The
    current economic environment could reduce enrollments and limit
    the demand for our properties, which could materially and
    adversely affect us.
      In
    each of the past five fiscal years, we have experienced
    significant net losses; if this trend continues, we could be
    materially and adversely affected.
    If we
    are unable to acquire properties on favorable terms, our future
    growth could be materially and adversely affected.
    
    an inability to obtain financing on attractive terms or at all;
    competition from other real estate investors;
    increased purchase prices and decreased expected yields due to
    competition from other potential acquirers; 13




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
    the need to make significant and unexpected capital expenditures
    to improve or renovate acquired properties;
    an inability to quickly and efficiently integrate acquisitions,
    particularly any acquisitions of portfolios of properties, into
    our existing operations;
    market conditions may result in higher than expected vacancy
    rates and lower than expected rental rates at acquired
    properties; and
    acquisition of properties subject to liabilities but without any
    recourse, or with only limited recourse, to the sellers, or with
    liabilities that are unknown to us, such as liabilities for
    clean-up of
    undisclosed environmental contamination, claims by tenants,
    vendors or other persons dealing with the former owners of our
    properties.    Our
    strategy of investing in properties located in medium-sized
    college and university markets may not be successful, which
    could materially and adversely affect us.
    Our
    indebtedness exposes us to a risk of default and reduces our
    free cash flow, which could materially and adversely affect
    us.
    10-year 10-year
 14




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
    we may be unable to borrow additional funds as needed or on
    favorable terms;
    we may be unable to refinance our indebtedness at maturity or
    the refinancing terms may be less favorable than the terms of
    the indebtedness being refinanced;
    we may be forced to dispose of one or more of our properties,
    possibly on disadvantageous terms;
    we may default on our payment or other obligations as a result
    of insufficient cash flow or otherwise, which may result in a
    cross-default on our other obligations, and the lenders or
    mortgagees may foreclose on our properties that secure their
    loans and receive an assignment of rents and leases;
    to the extent that we incur unhedged floating rate debt, we will
    have exposure to interest rate risk; and
    foreclosures could create taxable income without accompanying
    cash proceeds, a circumstance which could hinder our ability to
    meet the distribution requirements necessary to enable us to
    qualify and remain qualified for taxation as a REIT.    Our
    revolving credit facility restricts our ability to engage in
    some business activities.
    
    restrict our ability to incur certain additional indebtedness;
    restrict our ability to make certain investments;
    restrict our ability to effect certain mergers;
    restrict our ability to make distributions to
    stockholders; and
    require us to maintain certain financial coverage ratios.  and/or
  Joint
    venture investments could be materially and adversely affected
    by our lack of sole decision-making authority, our reliance on
    our co-venturers financial condition and disputes between
    our co-venturers and us.
  2011-2012
 15




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-
  Our
    management team has not previously operated either a REIT or a
    public company, and this inexperience could materially and
    adversely affect us.
    Our
    investment in properties subject to ground leases with
    unaffiliated third parties exposes us to the potential loss of
    such properties upon the expiration or termination of the ground
    leases, and the realization of such loss could materially and
    adversely affect us. Our properties at the University of South
    Alabama are also subject to a right of first refusal that may
    inhibit our ability to sell them.
       16




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We may
    incur losses on interest rate swap and hedging arrangements,
    which could materially and adversely affect us.
    Our
    inability to pass-through increases in taxes or other real
    estate costs to our student-tenants could materially and
    adversely affect our financial performance and
    liquidity.
    The
    prior performance of our predecessor entities may not be
    indicative of our future performance.
    As a
    result of operating as a public company, we will incur
    significant increased costs and our management will be required
    to devote substantial time to new compliance requirements, which
    could materially and adversely affect us.
   17




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We
    will be subject to the requirements of Section 302 and 404
    of the Sarbanes-Oxley Act, which will be costly and
    challenging.
          Reporting
    of on-campus crime statistics required of colleges and
    universities may negatively impact our properties.
   18




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We may
    be subject to liabilities from litigation, which could
    materially and adversely affect us.
    Risks
    Related to the Real Estate Industry
  Our
    performance and the value of our properties are subject to risks
    associated with real estate and with the real estate industry,
    which could materially and adversely affect us.
    
    adverse national, regional and local economic conditions;
    rising interest rates;
    oversupply of student housing in our markets, increased
    competition for student-tenants or reduction in demand for
    student housing;
    inability to collect rent from student-tenants;
    vacancies at our properties or an inability to lease our
    properties on favorable terms;
    inability to finance property development and acquisitions on
    favorable terms;
    increased operating costs, including insurance premiums,
    utilities and real estate taxes;
    the need for capital expenditures at our properties;
    costs of complying with changes in governmental regulations;
    the relative illiquidity of real estate investments; and
    civil unrest, acts of God, including earthquakes, floods,
    hurricanes and other natural disasters, which may result in
    uninsured losses, and acts of war or terrorism.    Illiquidity
    of real estate investments could significantly impede our
    ability to sell our properties or otherwise respond to adverse
    changes in the performance of our properties, which could
    materially and adversely affect us.
   19




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We
    could incur significant costs related to government regulation
    and private litigation over environmental matters, which could
    materially and adversely affect us.
        The
    conditions at some of our properties may expose us to liability
    and remediation costs related to environmental matters, which
    could materially and adversely affect us.
   20




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We may
    incur significant costs complying with the Americans with
    Disabilities Act, the Fair Housing Act and similar laws, which
    could materially and adversely affect us.
   21




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We may
    incur significant costs complying with other regulatory
    requirements, which could materially and adversely affect
    us.
    Uninsured
    losses or losses in excess of insured limits could materially
    and adversely affect us.
      Future
    terrorist attacks in the U.S. or an increase in incidents of
    violence on college campuses could reduce the demand for, and
    the value of, our properties, which could materially and
    adversely affect us.
   22




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Risks
    Related to Our Company and Structure
  Provisions
    of our charter allow our board of directors to authorize the
    issuance of additional securities, which may limit the ability
    of a third party to acquire control of us through a transaction
    that our stockholders believe to be in their best
    interest.
    Provisions
    of Maryland law may limit the ability of a third party to
    acquire control of us, which, in turn, may negatively affect our
    stockholders ability to realize a premium over the market
    price of our common stock.
    
    The Maryland Business Combination Actthat, subject to
    limitations, prohibits certain business combinations between us
    and an interested stockholder (defined generally as
    any person who beneficially owns 10% or more of the voting power
    of our voting capital stock) or an affiliate of any interested
    stockholder for five years after the most recent date on which
    the stockholder becomes an interested stockholder, and
    thereafter imposes special appraisal rights and special
    stockholder voting requirements on these combinations; and
    The Maryland Control Share Acquisition Actthat provides
    that our control shares (defined as shares which,
    when aggregated with other shares controlled by the stockholder,
    entitle the stockholder to exercise one of three increasing
    ranges of voting power in electing directors) acquired in a
    control share acquisition (defined as the direct or
    indirect acquisition of ownership or control of control
    shares) have no voting rights except to the extent
    approved by our stockholders by the affirmative vote of at least
    two-thirds of all the votes entitled to be cast on the matter,
    excluding all interested shares.   23




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The
    ownership limitations in our charter may restrict or prevent you
    from engaging in certain transfers of our common stock, which
    may delay or prevent a change in control of us that our
    stockholders believe to be in their best interest.
         24




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Our
    rights and the rights of our stockholders to take action against
    our directors and officers are limited, which could limit the
    recourse available in the event actions are taken that are not
    in the best interest of our stockholders.
    Our
    charter contains provisions that make removal of our directors
    difficult, which could make it difficult for our stockholders to
    effect changes to our management that our stockholders believe
    to be in their best interest.
    Our
    board of directors has approved very broad investment guidelines
    for us and does not review or approve each investment decision
    made by our management team.
  and/or
  The
    ability of our board of directors to change some of our policies
    without the consent of our stockholders may lead to the adoption
    of policies that are not in the best interest of our
    stockholders.
    Members
    of our management and board of directors are holders of OP
    units, and their interests may differ from those of our
    stockholders.
   25




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Members
    of our management are beneficiaries of a tax protection
    agreement that may require us to maintain indebtedness that we
    otherwise would not.
    We
    have entered into employment agreements with certain of our
    executive officers that require us to make payments in the event
    such officers employment is terminated by us without cause
    or by such officer for good reason. This may make it difficult
    for us to effect changes to our management or limit the ability
    of a third party to acquire control of us that would otherwise
    be in the best interest of our stockholders.
    Our
    primary assets are our general partner interest in our operating
    partnership and OP units and, as a result, we depend on
    distributions from our operating partnership to pay dividends
    and expenses.
    We
    operate through a partnership structure, which could materially
    and adversely affect us.
   26




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We
    have fiduciary duties as sole general partner of our operating
    partnership which may result in conflicts of interest in
    representing your interests as our stockholders.
    Changes
    in accounting rules, assumptions and/or judgments could
    materially and adversely affect us.
  and/or
  We may
    not be able to maintain our initial, or any subsequent,
    distribution rate, and we may be required to fund the minimum
    distribution necessary to qualify for taxation as a REIT from
    sources that could reduce our cash flows.
     27




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A
    public market for our common stock may never develop and your
    ability to sell your shares of our common stock may be
    limited.
    The
    market price of our common stock may be volatile due to numerous
    circumstances, some of which are beyond our
    control.
    
    actual or anticipated variations in our quarterly operating
    results;
    changes in our financial performance or earnings estimates;
    increases in market interest rates (which, among other
    consequences, may lead purchasers of our common stock to require
    a higher dividend yield to make or maintain an investment);
    changes in market valuations of similar companies;
    adverse market reaction to any indebtedness we incur in the
    future;
    additions or departures of key personnel;
    actions by our stockholders;
    speculation in the press or investment community;
    general market, economic and political conditions, including the
    recent economic slowdown and dislocation in the global credit
    markets;
    our issuance of additional shares of common stock or other
    securities;
    availability of outstanding shares of our common stock,
    including sales of a substantial number of shares of our common
    stock in the public market (including shares held by our
    directors, officers or their affiliates);
    the performance of other similar companies;
    changes in accounting principles;
    passage of legislation or other regulatory developments that
    adversely affect us or our industry; and 28




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
    the potential impact of the recent economic slowdown on the
    student housing industry and related budgets of colleges and
    universities.  Future
    offerings of debt or equity securities ranking senior to our
    common stock may limit our operating and financial flexibility
    and may adversely affect the market price of our common
    stock.
    Federal
    Income Tax Risk Factors
  Our
    failure to qualify or remain qualified as a REIT could have a
    material and adverse effect on us.
    
    we would not be allowed a deduction for distributions to
    stockholders in computing our taxable income and we would be
    subject to U.S. federal income tax at regular corporate
    rates;
    we also could be subject to the U.S. federal alternative
    minimum tax and possibly increased state and local
    taxes; and
    unless we are entitled to relief under applicable statutory
    provisions, we could not elect to be taxed as a REIT for four
    taxable years following a year during which we were disqualified.       29




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To
    qualify and remain qualified as a REIT, we will likely rely on
    the availability of equity and debt capital to fund our
    business.
    
    general market conditions;
    our current debt levels and the number of properties subject to
    encumbrances;
    our current performance and the markets perception of our
    growth potential;
    our cash flow and cash dividends; and
    the market price of our common stock.    Even
    if we qualify as a REIT, we may face other tax liabilities that
    have a material and adverse affect on us.
      To
    qualify or remain qualified as a REIT, we may be forced to limit
    the activities of our taxable REIT subsidiaries, which could
    materially and adversely affect us.
   30




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If our
    operating partnership failed to qualify as a partnership for
    federal income tax purposes, we would cease to qualify as a REIT
    and we could be materially and adversely affected.
    Dividends
    payable by REITs do not qualify for the reduced tax rates
    available for some dividends, which could materially and
    adversely affect the market price of our common
    stock.
    We may
    in the future choose to pay dividends in our own stock, in which
    case you may be required to pay income taxes in excess of the
    cash dividends you receive.
  2010-12 2009-15), non-U.S. stockholders,
  2010-12
 31




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Complying
    with REIT requirements may limit our ability to hedge
    effectively and may cause us to incur tax liabilities, which
    could materially and adversely affect us.
    The
    tax imposed on REITs engaging in prohibited
    transactions may limit our ability to engage in
    transactions which would be treated as sales for federal income
    tax purposes.
    Re-characterization
    of sale-leaseback transactions may cause us to lose our REIT
    status.
    Liquidation
    of assets may jeopardize our REIT status.
    Foreign
    investors may be subject to FIRPTA tax upon the sale
    of their shares of our stock.
   32




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Foreign
    investors may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
      Complying
    with REIT requirements may cause us to liquidate otherwise
    attractive investments or to forgo otherwise attractive
    investment opportunities, which could materially and adversely
    affect us.
  source-of-income,
  The
    ability of our board of directors to revoke our REIT election
    without stockholder approval may cause adverse consequences to
    our stockholders.
   33




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New
    legislation, regulation or administrative or judicial action, in
    each instance potentially with retroactive effect, could make it
    more difficult or impossible for us to qualify as a
    REIT.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    The
    Grove ® The
    Grove ® The Grove Fully Loaded College
    Living ® The
    Grove ® on-site
  24-hour
   34




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AverageOccupancy


MonthlyPrimary

Fall 2010


Distance to








as of


Total RevenueYear


University

Overall


Campus


Number


Number


December 31,


PerCity

State

Opened


Served

Enrollment


(miles)


of Units


of Beds


2010(1)


Occupied BedWholly owned Properties1

Asheville

NC


2005


University of NC Asheville


3,765



0.1



154



448



89
%

$
5092

Carrollton

GA


2006


University of West Georgia


11,283



0.1



168



492



90
%

$
4563

Las Cruces

NM


2006


New Mexico State University


18,552



0.4



168



492



79
%

$
4614

Milledgeville

GA


2006


Georgia College & State University


6,737



0.1



168



492



99
%

$
5295

Abilene

TX


2007


Abilene Christian University


4,728



0.5



192



504



85
%

$
4736

Ellensburg

WA


2007


Central Washington University


11,000



0.5



192



504



98
%

$
4947

Greeley

CO


2007


University of Northern Colorado


12,358



1.0



192



504



98
%

$
4828

Jacksonville

AL


2007


Jacksonville State University


9,504



0.2



192



504



74
%

$
4489

Mobile  Phase I(2)

AL


2007


University of South Alabama


15,007



On-Campus



192



504



97
%

$
48110

Mobile  Phase II(2)

AL


2008


University of South Alabama


15,007



On-Campus



192



504



98
%

$
48411

Nacogdoches

TX


2007


Stephen F. Austin State University


12,954



0.4



196



522



99
%

$
52712

Cheney

WA


2008


Eastern Washington University


11,534



0.5



192



512



76
%

$
46013

Jonesboro

AR


2008


Arkansas State University


13,415



0.2



192



504



92
%

$
47114

Lubbock

TX


2008


Texas Tech University


31,637



2.1



192



504



91
%

$
49315

Stephenville

TX


2008


Tarleton State University


9,340



0.8



192



504



71
%

$
48416

Troy

AL


2008


Troy University


6,795



0.4



192



514



96
%

$
48717

Waco

TX


2008


Baylor University


14,900



0.8



192



504



84
%

$
54318

Wichita

KS


2008


Wichita State University


14,806



1.1



192



504



77
%

$
46119

Wichita Falls

TX


2008


Midwestern State University


6,426



1.2



192



504



66
%

$
48820

Murfreesboro

TN


2009


Middle Tennessee State University


26,430



0.8



186



504



92
%

$
46721

San Marcos

TX


2009


Texas State University


32,572



1.7



192



504



100
%

$
548Sub Total of Wholly owned Properties








13,687
(3)


0.6
(3)


3,920



10,528



88
%(4)

$
489
(5)Joint Venture Properties  49.9% Ownership
    Interest22

Lawrence

KS


2009


University of Kansas


26,826



1.6



172



500



76
%

$
47123

Moscow(2)

ID


2009


University of Idaho


12,300



0.5



192



504



93
%

$
47124

San Angelo

TX


2009


Angelo State University


6,856



0.3



192



504



83
%

$
49925

Conway

AR


2010


University of Central Arkansas


11,444



0.4



180



504



92
%

$
43926

Huntsville

TX


2010


Sam Houston State University


17,269



0.2



192



504



99
%

$
47027

Statesboro

GA


2010


Georgia Southern University


19,691



0.7



200



536



98
%

$
469Sub Total of Joint Venture Properties










15,731
(3)


0.6
(3)


1,128



3,052



90
%(4)

$
474
(5)Total Properties










14,159
(3)


0.6
(3)


5,048



13,580



88
%(4)

$
487
(5)     (1)
    
    Represents executed leases in place for the
    2010-2011
    academic year.(2)
    
    Property subject to a ground lease with an unaffiliated
    third-party.(3)
    
    Average.(4)
    
    Weighted average by number of leased beds as of
    December 31, 2010.(5)
    
    Total revenue (rental and service revenue) for the year ended
    December 31, 2010 divided by the sum of leased beds at the
    properties per month. 35




---



##### Table of Contents



Expected
    2011 Development Properties
  2011-2012
  DistancePrimary

Fall 2010


toTargeted

University

Overall


Campus


Number


NumberCity

State

Completion

Served

Enrollment


(miles)


of Units


of BedsFort Wayne

IN

August 2011

Indiana University/Purdue University


14,192



1.1



204



540Clarksville

TN

August 2011

Austin Peay State University


10,723



1.3



208



560Ames

IA

August 2011

Iowa State University


28,682



0.3



216



584Columbia

MO

August 2011

University of Missouri


31,314



0.9



216



632Total Expected 2011 Wholly owned Developments


21,228
(1)


0.9
(1)


844



2,316     (1)
    
    Average.  2012-2013
  2011-2012
  Primary

Fall 2010


Distance toTargeted

University

Overall


Campus


Number


NumberCity

State

Completion

Served

Enrollment


(miles)


of Units


of BedsDenton

TX

August 2011

University of North Texas


36,118



0.8



216



584Valdosta

GA

August 2011

Valdosta State University


12,898



1.9



216



584Total Expected 2011 Joint Venture Developments


24,508
(1)


1.4
(1)


432



1,168     (1)
    
    Average.     36




---



##### Table of Contents



Item 3.
    Legal
    Proceedings.    Item 4.
    [Removed
    and Reserved]  PART II.
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Market
    Information
    DistributionsHigh

Low

DeclaredPeriod from October 19, 2010 to December 31, 2010

$
14.18


$
11.70


$
0.127  37




---



##### Table of Contents



Performance
    Graph
    
    Value of Initial


Value of Initial


Value of InitialInitial Investment at


Investment at


Investment at


Investment atName


October 19, 2010


October 31, 2010


November 30, 2010


December 31, 2010Campus Crest Communities, Inc.


$
100.00




100.00




100.88




112.16S&P 500 Index


$
100.00




101.49




101.26




107.87FTSE NAREIT Equity Index


$
100.00




102.21




99.85




104.05   Holders
    Distributions
    Use of
    Proceeds from Registered Securities
   38




---



##### Table of Contents



no. 333-166834) Form S-11
      
    approximately $285.5 million to reduce outstanding mortgage
    and construction loan indebtedness and pay associated costs, as
    follows:  
    $104.1 million outstanding under our mortgage loan with
    Silverton Bank;
    $15.6 million outstanding under our construction loan with
    Wachovia Bank relating to The Grove at Mobile-Phase II;
    $150.3 million to Wachovia Bank related to nine of our
    properties;
    $14.9 million outstanding under our construction loan with
    Wachovia Bank related to The Grove at San Marcos; and
    $0.6 million to pay costs associated with the termination
    of interest rate swaps and hedges relating to the repayment of
    this debt;  
    approximately $4.8 million to fund preferred investments in
    certain asset-owning entities;
    approximately $4.0 million to repay indebtedness owed to
    Capital Bank;
    approximately $6.0 million to repay unsecured indebtedness
    owed by us to RHR, LLC, an entity owned by MXT Capital and Carl
    H. Ricker, Jr. and the vehicles through which
    Mr. Ricker or an affiliated party held interests in our
    predecessor entities (the Ricker Group);
    approximately $3.3 million to MXT Capital;
    approximately $24.0 million to acquire interests in our
    properties from HSRE;
    approximately $17.4 million to acquire interests in our
    properties from the Ricker Group;
    approximately $10.7 million to acquire interests in our
    properties from certain third-party investors;
    approximately $3.4 million to acquire land on which we
    commenced building four properties following the completion of
    our Offering;
    $3.9 million to acquire the preferred membership interest
    in CC-Encore (which included repayment of the $2.35 million
    loan from CC-Encore, LLC to Campus Crest Ventures I, LLC
    (CCV I); and
    approximately $7.5 million for working capital and general
    corporate purposes.   39




---



##### Table of Contents



Recent
    Sales of Unregistered Securities
      Repurchases
    of Equity Securities
    Item 6.
    Selected
    Financial Data.    Statement
    of Operations Information:
  Campus CrestCommunities, Inc.


Campus Crest Communities PredecessorPeriod


PeriodOctober 19, 2010


January 1, 2010Through


Through


Year Ended December 31,December 31, 2010


October 18, 2010


2009


2008


2007


2006(Unaudited)(In thousands except per share data)Revenues:Student housing rental

$
10,452



39,169



43,708



30,813



15,598



5,335Student housing services


334



1,902



2,265



798



110



115Development, construction and management services


74



35,557



60,711



2,505







Total revenues


10,860



76,628



106,684



34,116



15,708



5,450Operating expenses:Student housing operations


5,371



22,424



23,155



14,890



7,470



2,149Development, construction and management services






33,449



60,200



2,147







General and administrative


1,176



5,589



5,617



5,422



3,467



1,747Ground leases


42



214



264



224



40



Write-off of pre-development costs






537



1,211



203







Depreciation and amortization


3,961



14,886



18,371



13,573



5,765



1,708Total operating expenses


10,550



77,099



108,818



36,459



16,742



5,604Equity in loss of unconsolidated entity


(163
)


(259
)


(59
)










Operating income (loss)


147



(730
)


(2,193
)


(2,343
)


(1,034
)


(154
)Nonoperating income (expense):Interest expense


(2,519
)


(20,836
)


(15,871
)


(14,946
)


(6,583
)


(1,954
)Change in fair value of interest rate derivatives


146



871



797



(8,758
)


(2,115
)


Other income (expense)


621



43



44



(50
)


100



110Total nonoperating expenses


(1,752
)


(19,922
)


(15,030
)


(23,754
)


(8,598
)


(1,844
) 40




---



##### Table of Contents



Campus CrestCommunities, Inc.


Campus Crest Communities PredecessorPeriod


PeriodOctober 19, 2010


January 1, 2010Through


Through


Year Ended December 31,December 31, 2010


October 18, 2010


2009


2008


2007


2006(Unaudited)(In thousands except per share data)Net loss


(1,605
)


(20,652
)


(17,223
)


(26,097
)


(9,632
)


(1,998
)Net income (loss) attributable to noncontrolling interests


(14
)


(7,479
)


(10,486
)


(870
)


(2,083
)


1,078Net loss attributable to stockholders and owner

$
(1,591
)


(13,173
)


(6,737
)


(25,227
)


(7,549
)


(3,076
)Net loss per share:Basic and diluted

$
(0.05
)Weighted-average common shares outstanding:Basic and diluted


29,877Distributions per common share

$
0.127   Balance
    Sheet Information:
  Campus CrestCommunities, Inc.


Campus Crest Communities PredecessorDecember 31,


December 31,2010


2009


2008


2007


2006(Unaudited)


(Unaudited)(In thousands)AssetsStudent housing properties

$
372,746



347,157



326,217



182,788



48,775Accumulated depreciation


(57,463
)


(38,999
)


(20,794
)


(7,752
)


(2,066
)Development in process


24,232



3,300



15,742



18,929



25,667Investment in real estate, net


339,515



311,458



321,165



193,965



72,376Investment in unconsolidated entity


13,751



2,980



776







Other assets


17,991



17,358



20,214



19,939



5,269Total assets

$
371,257



331,796



342,155



213,904



77,645Liabilities and equity (deficit)Liabilities:Mortgage and construction loans

$
60,840



329,102



322,426



166,905



65,560Lines of credit and other debt


42,500



14,070



9,237



6,579



771Other liabilities


21,127



31,340



32,606



25,533



6,370Total liabilities


124,467



374,512



364,269



199,017



72,701Equity (deficit):Stockholders and owners equity (deficit)


243,159



(50,090
)


(42,502
)


(14,589
)


(4,974
)Noncontrolling interests


3,631



7,374



20,388



29,476



9,918Total equity (deficit)


246,790



(42,716
)


(22,114
)


14,887



4,944Total liabilities and equity (deficit)

$
371,257



331,796



342,155



213,904



77,645  41




---



##### Table of Contents



Other
    Data:
  Campus CrestCommunities, Inc.


Campus Crest Communities PredecessorPeriod


PeriodOctober 19, 2010


January 1, 2010Through


Through


Year Ended December 31,December 31, 2010


October 18, 2010


2009


2008


2007


2006(Unaudited and in thousands)Funds from operations (FFO)(1):Net loss

$
(1,605
)


(20,652
)


(17,223
)


(26,097
)


(9,632
)


(1,998
)Gain on purchase of The Grove at San Marcos


(577
)


















Real estate related depreciation and amortization


3,911



14,660



18,205



13,042



5,721



1,696Real estate related depreciation and amortization 
    unconsolidated joint ventures


454



245



52











FFO

$
2,183



(5,747
)


1,034



(13,055
)


(3,911
)


(302
)FFO

$
2,183



(5,747
)


1,034



(13,055
)


(3,911
)


(302
)Elimination of change in fair value of interest rate derivatives


(139
)


(5,002
)


(3,480
)


7,414



2,115



Elimination of development cost write-off






537



1,211



203







Funds from operations adjusted (FFOA)(2)

$
2,044



(10,212
)


(1,235
)


(5,438
)


(1,796
)


(302
)     (1)
    
    FFO is used by industry analysts and investors as a supplemental
    operating performance measure for REITs. We calculate FFO in
    accordance with the definition that was adopted by the Board of
    Governors of the National Association of Real Estate Investment
    Trusts (NAREIT). FFO, as defined by NAREIT,
    represents net income (loss) determined in accordance with 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.
    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 from 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) as presented in the consolidated and combined
    financial statements and the other financial statements included
    elsewhere in this document. FFO should not be considered as an
    alternative to net income (loss) (computed in accordance with
    GAAP) as an indicator of the properties financial
    performance or to cash flow from operating activities (computed
    in accordance with 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. 42




---



##### Table of Contents



(2)
    
    When considering our FFO, we believe it is also a meaningful
    measure of our performance to adjust FFO to exclude the change
    in fair value of interest rate derivatives and the write-off of
    development costs. Excluding the change in fair value of
    interest rate derivatives and development cost write-offs
    adjusts FFO to be more reflective of operating results prior to
    capital replacement or expansion, debt amortization of principal
    or other commitments and contingencies. This measure is referred
    to herein as FFOA.  Campus CrestCommunities Inc.and Campus CrestPredecessor

Campus Crest Communities PredecessorYear EndedDecember 31,

Year Ended December 31,2010

2009

2008

2007

2006(unaudited)(in thousands)Cash flow information:Net cash provided by (used in) operating

$
(6,923
)


4,353



1,264



(1,209
)


395Net cash used in investing

$
(59,931
)


(23,552
)


(148,385
)


(113,043
)


(48,328
)Net cash provided by financing

$
66,279



11,060



144,781



126,061



48,607   Selected
    Property Information:
  Campus CrestCommunities, Inc.

Campus Crest Communities PredecessorAs ofDecember 31,

As of December 31,2010

2009

2008

2007

2006Operating Properties


27



24



19



10



4Units


5,048



4,476



3,542



1,814



658Beds


13,580



12,036



9,520



4,966



1,924Occupancy


88
%


84
%


78
%


91
%


92
%   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  In this section, references to the Company, we,
    us and our with respect to the period
    before consummation of the initial public offering of Campus
    Crest Communities, Inc. on October 19, 2010, refer to the
    business of Campus Crest Communities, Inc.s predecessor
    entities through which Campus Crest Group, LLC carried out the
    development, construction, ownership and management of the
    properties that Campus Crest Communities, Inc. acquired upon
    completion of our Offering and the Formation Transactions.
  Overview
  Our
    Company
       43




---



##### Table of Contents



Our
    Business Segments
    Student
    Housing Operations
  2005-2006 2006-2007 2007-2008 2008-2009 2010-2011
  Development,
    Construction and Management Services
  Development and Construction Services. i.e.
 44




---



##### Table of Contents



i.e.
  Management Services.
  Our
    Relationship With HSRE
    HSRE I.
  day-to-day and/or
  HSRE II.
 45




---



##### Table of Contents



HSRE III.
  Post-Offering Transactions.
  
    purchased a 49.8% interest in HSRE I from HSRE, with the result
    that we owned 49.9% of HSRE I at December 31, 2010;
    purchased a 50.1% interest in The Grove at San Marcos from
    HSRE I, with the result that we owned 100% of The Grove at
    San Marcos at December 31, 2010;
    purchased approximately $4.8 million of preferred interests
    in special-purpose subsidiaries of HSRE I that own The Grove at
    Moscow and The Grove at San Angelo, with the net proceeds
    of such investments, together with net proceeds from our
    purchase of a 50.1% interest in The Grove at San Marcos
    from HSRE I, used to reduce the outstanding principal
    balance under HSRE Is Wachovia Bank Property Construction
    Loan (that, as of December 31, 2010, was secured by The
    Grove at Moscow and The Grove at San Angelo) by
    approximately $19.7 million, in connection with our
    purchase of HSRE Is interest in The Grove at
    San Marcos and its removal from the collateral pool
    securing such loan;
    purchased HSREs entire interest in HSRE II, with the
    result that we owned 100% of The Grove at Milledgeville at
    December 31, 2010; and
    purchased HSREs entire interest in HSRE III, with the
    result that we owned 100% of The Grove at Carrollton at
    December 31, 2010.      
    a 49.9% interest in HSRE I, which owns 100% interests in
    the following six properties: The Grove at Conway, The Grove at
    Huntsville, The Grove at Lawrence, The Grove at Moscow, The
    Grove at San Angelo and The Grove at Statesboro; and
    100% interests in The Grove at Carrollton, The Grove at
    Milledgeville and The Grove at San Marcos.  HSRE IV.
  day-to-day
 46




---



##### Table of Contents



2011-2012
  Our
    Relationship with Encore
            Revolving
    Credit Facility
   47




---



##### Table of Contents



Income
    Taxation
    Factors
    Expected to Affect Our Operating Results
  Unique
    Leasing Characteristics
    per-unit
    Development,
    Construction and Management Services
  2011-2012
 48




---



##### Table of Contents



Results
    of Operations
    Comparison
    of Years Ended December 31, 2010 and December 31,
    2009
        i.e.
 49




---



##### Table of Contents



PeriodOctober 19, 2010


Period


CombinedThrough


January 1, 2010


Year Ended


Year EndedDecember 21,


to October 18,


December 31,


December 31,2010


2010


2010


2009


Change ($)


Change (%)(In thousands)Revenues:Student housing rental

$
10,452



39,169



49,621



43,708



5,913



13.5
%Student housing services


334



1,902



2,236



2,265



(29
)


(1.3
)%Development, construction and management services


74



35,557



35,631



60,711



(25,080
)


(41.3
)%Total revenues


10,860



76,628



87,488



106,684



(19,196
)


(18.0
)%Operating expenses:Student housing operations


5,371



22,424



27,795



23,155



(4,640
)


(20.0
)%Development, construction and management services






33,449



33,449



60,200



26,751



44.4
%General and administrative


1,176



5,589



6,765



5,617



(1,148
)


(20.4
)%Ground leases


42



214



256



264



8



3.0
%Write-off of pre-development costs






537



537



1,211



674



55.7
%Depreciation and amortization


3,961



14,886



18,847



18,371



(476
)


(2.6
)%Total operating expenses


10,550



77,099



87,649



108,818



21,169



19.5
%Equity in loss of unconsolidated entity


(163
)


(259
)


(422
)


(59
)


(363
)


615.3
%Operating income (loss)


147



(730
)


(583
)


(2,193
)


1,610



(73.4
)%Nonoperating income (expense):Interest expense


(2,519
)


(20,836
)


(23,355
)


(15,871
)


(7,484
)


47.2
%Change in fair value of interest rate derivatives


146



871



1,017



797



220



27.6
%Other income (expense)


621



43



664



44



620



1,409.1
%Total nonoperating expenses


(1,752
)


(19,922
)


(21,674
)


(15,030
)


(6,644
)


44.2
%Net loss


(1,605
)


(20,652
)


(22,257
)


(17,223
)


(5,034
)


29.2
%Net loss attributable to noncontrolling interests


(14
)


(7,479
)


(7,493
)


(10,486
)


2,993



(28.5
)%Net loss attributable to common stockholders and owner

$
(1,591
)


(13,173
)


(14,764
)


(6,737
)


(8,027
)


119.1
%   Student
    Housing Operations
   50




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##### Table of Contents



New Property Operations.
  Same-Store Property Operations.
  Development,
    Construction and Management Services
    2011-2012
 51




---



##### Table of Contents



General
    and Administrative
    Ground
    Leases
    Write-off
    of Pre-Development Costs
    Depreciation
    and Amortization
    Equity
    in Loss of Unconsolidated Entity
    Nonoperating
    Income (Expenses)
  Interest Expense.
  Change in Fair Value of Interest Rate
    Derivatives. mark-to-market
 52




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##### Table of Contents



Other Income/(Expense).
  Comparison
    of Years Ended December 31, 2009 and December 31,
    2008
      Year Ended


Year EndedDecember 31,


December 31,


Change


Change2009


2008


($)


(%)(In thousands)Revenues:Student housing rental

$
43,708



30,813



12,895



41.8
%Student housing services


2,265



798



1,467



183.8
%Development, construction and management services


60,711



2,505



58,206



2,323.6
%Total revenues


106,684



34,116



72,568



212.7
%Operating expenses:Student housing operations


23,155



14,890



8,265



55.5
%Development, construction and management services


60,200



2,147



58,053



2,703.9
%General and administrative


5,617



5,422



195



3.6
%Ground leases


264



224



40



17.9
%Write-off of pre-development costs


1,211



203



1,008



496.6
%Depreciation and amortization


18,371



13,573



4,798



35.3
%Total operating expenses


108,818



36,459



72,359



198.5
%Equity in loss of uncombined entity


(59
)






(59
)


N/AOperating loss


(2,193
)


(2,343
)


150



(6.4
)%Nonoperating income (expenses):Interest expense


(15,871
)


(14,946
)


(925
)


6.2
%Change in fair value of interest rate derivatives


797



(8,758
)


9,555



(109.1
)%Other income (expense)


44



(50
)


94



(188.0
)%Total nonoperating expenses


(15,030
)


(23,754
)


8,724



(36.7
)%Net loss


(17,223
)


(26,097
)


8,874



(34.0
)%Net loss attributable to noncontrolling interest


(10,486
)


(870
)


(9,616
)


1,105.3
%Net loss attributable to Predecessor

$
(6,737
)


(25,227
)


18,490



(73.3
)%  53




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##### Table of Contents



Student
    Housing Operations
    New Property Operations.
    Same-Store Property Operations.
  Development,
    Construction and Management Services
    General
    and Administrative
   54




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##### Table of Contents



Ground
    Leases
    Write-off
    of Pre-Development Costs
    Depreciation
    and Amortization
    Equity
    in Loss of Uncombined Entity
    Nonoperating
    Income (Expenses)
  Interest Expense.
  Change in Fair Value of Interest Rate
    Derivatives. mark-to-market
  Other Income/(Expense).
  Cash
    Flows
  Comparison
    of Years Ended December 31, 2010 and December 31,
    2009
  Operating
    Activities
   55




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##### Table of Contents



Investing
    Activities
    Financing
    Activities
    Comparison
    of Years Ended December 31, 2009 and December 31,
    2008
  Operating
    Activities
    Investing
    Activities
    Financing
    Activities
    Liquidity
    and Capital Resources
   56




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##### Table of Contents




    our income may not be matched by our related expenses at the
    time the income is considered received for purposes of
    determining taxable income; and
    non-deductible capital expenditures, creation of reserves or
    debt service requirements may reduce available cash but not
    taxable income.      Principal
    Capital Resources
    2011-2012
   57




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##### Table of Contents




    a maximum leverage ratio of 0.60 : 1.00;
    a minimum fixed charge coverage ratio of 1.50 : 1.00;
    a minimum ratio of fixed rate debt and debt subject to hedge
    agreements to total debt of 66.67%;
    a maximum secured recourse debt ratio of 20%; and
    a minimum tangible net worth of the sum of 75% of our tangible
    net worth plus an amount equal to 75% of the net proceeds of any
    additional equity issuances.            Short-Term
    Liquidity Needs
   58




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##### Table of Contents



Recurring
    Capital Expenditures
      2010

2009

2008Total Beds as of January 1(1)


10,024



9,520



4,966Total Recurring Capital Expenditures

$
599,926



183,513



261,048Average Per Bed

$
60



19



53     (1)
    
    Total number of beds is as of January 1 of the year indicated,
    excluding beds at consolidated properties that commenced
    operations during the year indicated, as they did not require
    material recurring capital expenditures.        Development
    Expenditures
   59




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##### Table of Contents



2011-2012
  Long-Term
    Liquidity Needs
    Commitments
    Contractual Obligations

Total


2011


2012-2013


2014-2015


ThereafterLong-Term Debt Obligations

$
103,340



82



43,859



1,611



57,788Interest payments on outstanding debt obligations


25,210



5,005



9,679



7,182



3,344Operating Lease Obligations


22,998



559



1,549



1,253



19,637Purchase Obligations(1)


21,342



21,342











Other Long-Term Liabilities


452



337



115







Total

$
173,342



27,325



55,202



10,046



80,769     (1)
    
    Obligations relate to subcontracts executed by Campus Crest
    Construction, LLC, to complete projects under construction at
    December 31, 2010. 60




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##### Table of Contents



Long-Term
    Indebtedness Outstanding
    Principal





Interest RateOutstanding as of


Maturity


as ofProperty

December 31, 2010


Date


December 31, 2010


AmortizationRevolving Credit Facility(1)(4)

$
42,500



10/19/2013



3.01
%

Interest onlyThe Grove at Asheville(2)(3)


14,800



4/11/2017



5.77
%

Interest only until April 11, 2012, then 30 year amortizingThe Grove at Carrollton(2)(3)


14,650



10/11/2016



6.13
%

Interest only until October 11, 2011, then 30 year
    amortizingThe Grove at Las Cruces(2)(3)


15,140



10/11/2016



6.13
%

Interest only until October 11, 2011, then 30 year
    amortizingThe Grove at Milledgeville(3)(5)


16,250



10/1/2016



6.12
%

Interest only until October 11, 2011, then 30 year
    amortizingTotal

$
103,340     (1)
    
    Credit agreement for three-year, $125 million revolving
    credit facility is with Citibank, N.A. and certain other parties
    thereto. Affiliates of Citigroup Global Markets Inc. act as
    administrative agent, collateral agent, lead arranger and book
    running manager, and affiliates of Raymond James &
    Associates, Inc., Citigroup Global Markets Inc., Goldman,
    Sachs & Co., Barclays Capital Inc. and RBC Capital
    Markets Corporation (together with other financial institutions)
    act as lenders.(2)
    
    Wachovia Bank as lender.(3)
    
    No financial covenants.(4)
    
    We have letters of credit outstanding with an aggregate amount
    of approximately $3.8 million as of December 31, 2010.(5)
    
    GE Capital as lender.      Consents
    or Waivers Under our Loan Documents
     61




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##### Table of Contents



Off-Balance
    Sheet Arrangements
  HSRE
    Joint Ventures
  2011-2012
  Funds
    From Operations (FFO)
       62




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##### Table of Contents



Campus CrestCommunities,Inc.


Campus Crest Communities PredecessorPeriod


PeriodOctober 19, 2010


January 1, 2010to December 31,


to October 18,


Year Ended2010


2010


2009


2008


2007


2006(Unaudited and in thousands)Funds from operations (FFO):Net loss

$
(1,605
)


(20,652
)


(17,223
)


(26,097
)


(9,632
)


(1,998
)Gain on purchase of The Grove at San Marcos


(577
)


















Real estate related depreciation and amortization


3,911



14,660



18,205



13,042



5,721



1,696Real estate related depreciation and amortization 
    unconsolidated joint ventures


454



245



52











FFO

$
2,183



(5,747
)


1,034



(13,055
)


(3,911
)


(302
)In addition to FFO, we believe it
    is also a meaningful measure of our performance to adjust FFO to
    exclude the change in fair value of interest rate derivatives
    and the write-off of development costs. Excluding the change in
    fair value of interest rate derivatives and development cost
    write-offs adjusts FFO to be more reflective of operating
    results prior to capital replacement or expansion, debt service
    obligations or other commitments and contingencies. This measure
    is referred to herein as FFOA.FFO

$
2,183



(5,747
)


1,034



(13,055
)


(3,911
)


(302
)Elimination of change in fair value of interest rate derivatives


(139
)


(5,002
)


(3,480
)


7,414



2,115



Elimination of development cost write-off






537



1,211



203







Funds from operations adjusted (FFOA)

$
2,044



(10,212
)


(1,235
)


(5,438
)


(1,796
)


(302
)   Inflation
    Critical
    Accounting Policies
   63




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##### Table of Contents



Valuation
    of Investment in Real Estate
  and/or
    Investment
    in Unconsolidated Entity
    Student
    Housing Revenue
   64




---



##### Table of Contents



Development,
    Construction and Management Services
  and/or
    Allowance
    for Doubtful Accounts
    Derivative
    Instruments and Hedging Activities
       65




---



##### Table of Contents



Fair
    Value of Financial Instruments
      Level 1
    Level 3
    Income
    Taxes
      Property
    Acquisitions
   66




---



##### Table of Contents



lease-up lease-up
  Recent
    Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Interest
    Rate Sensitivity
    2011


2012


2013


2014


2015


Thereafter


TotalFixed Rate Debt

$
82



625



734



781



830



57,788



60,840Weighted Average Interest


6.04
%


6.04
%


6.04
%


6.04
%


6.04
%


6.04
%


6.04
%Variable Rate Debt

$








42,500















42,500Weighted Average Interest



%



%


3.01
%



%



%



%


3.01
%Total

$
82



625



43,234



781



830



57,788



103,340      67




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b),
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Form 10-K
  Item 9B.
    Other
    Information  Form 8-K Form 8-K.
  Construction
    Loan
  12-month
  PART III.
  Item 10.
    Directors,
    Executive Officers and Corporate Governance   68




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##### Table of Contents



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheet of Campus Crest
    Communities, Inc. and subsidiaries as of December 31, 2010
    and Combined Balance Sheet of Campus Crest Communities
    Predecessor as of December 31, 2009


F-3Consolidated Statement of Operations for Campus
    Crest Communities, Inc. for the period from October 19,
    2010 through December 31, 2010, and Combined Statements of
    Operations for Campus Crest Communities Predecessor for the
    period from January 1, 2010 through October 18, 2010,
    and the years ended December 31, 2009 and 2008


F-4Consolidated Statement of Changes in Equity
    (Deficit) and Comprehensive Loss for Campus Crest Communities,
    Inc. for the period from October 19, 2010 through
    December 31, 2010, and Combined Statements of Changes in
    Equity (Deficit) for Campus Crest Communities Predecessor for
    the period from January 1, 2010 through October 18,
    2010, and the years ended December 31, 2009 and 2008


F-5Combined Statement of Cash Flows for Campus Crest
    Communities, Inc. and Campus Crest Communities Predecessor for
    the year ended December 31, 2010, and Combined Statements
    of Cash Flows for Campus Crest Communities Predecessor for the
    years ended December 31, 2009 and 2008


F-6Notes to Consolidated and Combined Financial
    Statements


F-7   Financial Statement Schedules
  Schedule III  Real Estate and
    Accumulated Depreciation as of December 31, 2010


F-35   Regulation S-X
 69




---



##### Table of Contents



Exhibits
  Form 10-K:
  ExhibitNumber

Description of Document3
.1

Articles of Incorporation of Campus Crest Communities, Inc.(1)3
.2

Bylaws of Campus Crest Communities, Inc.(1)4
.1

Form of Certificate for Common Stock of Campus Crest
    Communities, Inc.(1)10
.1

Amended and Restated Partnership Agreement of Campus Crest
    Communities Operating Partnership, LP.(1)10
.2

Campus Crest Communities, Inc. Amended and Restated Equity
    Incentive Compensation
    Plan.*10
.3

Form of Restricted Stock Award Agreement.(2)*10
.4

Form of Restricted Stock Unit Award Agreement. (2)*10
.5

Form of Indemnification Agreement.(3)*10
.6

Employment Agreement by and between Campus Crest Communities,
    Inc. and Ted W. Rollins.(1)*10
.7

Employment Agreement by and between Campus Crest Communities,
    Inc. and Michael S. Hartnett.(1)*10
.8

Employment Agreement by and between Campus Crest Communities,
    Inc. and Earl C. Howell.(1)*10
.9

Employment Agreement by and between Campus Crest Communities,
    Inc. and Donald L. Bobbitt, Jr.(1)*10
.10

Employment Agreement by and between Campus Crest Communities,
    Inc. and Shannon N. King.(1)*10
.11

Confidentiality and Noncompetition Agreement by and between
    Campus Crest Communities, Inc. and Ted W. Rollins.(1)*10
.12

Confidentiality and Noncompetition Agreement by and between
    Campus Crest Communities, Inc. and Michael S. Hartnett.(1)*10
.13

Confidentiality and Noncompetition Agreement by and between
    Campus Crest Communities, Inc. and Earl C. Howell.(1)*10
.14

Confidentiality and Noncompetition Agreement by and between
    Campus Crest Communities, Inc. and Donald L. Bobbitt, Jr.(1)*10
.15

Confidentiality and Noncompetition Agreement by and between
    Campus Crest Communities, Inc. and Shannon N. King.(1)*10
.16

Release and Addendum to Release by and between Campus Crest
    Communities, Inc. and Shannon N. King.(4)*10
.17

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    MXT Capital, LLC, dated May 13, 2010.(1)10
.18

Amendment No. 1 to Contribution Agreement by and among
    Campus Crest Communities, Inc., Campus Crest Communities
    Operating Partnership, LP, and MXT Capital, LLC, dated
    September 15, 2010.(1)10
.19

Amendment No. 2 to Contribution Agreement by and among
    Campus Crest Communities, Inc., Campus Crest Communities
    Operating Partnership, LP and MXT Capital, LLC, dated
    October 4, 2010.(1)10
.20

Tax Protection Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    MXT Capital, LLC.(3)10
.21

Registration Rights Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, MXT Capital, LLC and certain other parties
    thereto.(1)10
.22

Credit Agreement, by and among Campus Crest Communities
    Operating Partnership, LP, Campus Crest Communities, Inc.,
    Citibank, N.A. and the other parties thereto, dated as of
    October 19, 2010.(3)10
.23

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Carl H. Ricker, Jr., dated May 13, 2010.(1) 70




---



##### Table of Contents



ExhibitNumber

Description of Document10
.24

Amendment No. 1 to Contribution Agreement by and among
    Campus Crest Communities, Inc., Campus Crest Communities
    Operating Partnership, LP and Carl H. Ricker, Jr., dated
    September 14, 2010.(1)10
.25

Amendment No. 2 to Contribution Agreement by and among
    Campus Crest Communities, Inc., Campus Crest Communities
    Operating Partnership, LP and Carl H. Ricker, Jr., dated
    October 4, 2010.(1)10
.26

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Flynn Development, LLC, dated April 22, 2010.(1)10
.27

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Mansion Ridge Investment Company, LLC, dated May 6, 2010.(1)10
.28

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, and Highland Park, LLC, dated May 13,
    2010.(1)10
.29

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Marc Rollins, dated May 1, 2010.(1)10
.30

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, and P. Andrew Walker, dated May 13,
    2010.(1)10
.31

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Joe C. Brumit, II, dated April 19, 2010.(1)10
.32

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    BGY, LLC, dated April 15, 2010.(1)10
.33

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, and Jerry V. Sternberg, dated May 13,
    2010.(1)10
.34

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, and Marlene Breger Joyce, dated May 13,
    2010.(1)10
.35

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Steve Emtman, dated May 10, 2010.(1)10
.36

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    O.A. Keller, III, dated April 29, 2010.(1)10
.37

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    NLR-Cotton Valley Investments, LLC, dated April 19, 2010.(1)10
.38

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Horatio Alger Association Endowment Fund, dated May 4,
    2010.(1)10
.39

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP, and Keith M. Maxwell, dated May 9, 2010.(1)10
.40

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Harrison-Zahn Investments, LLC, dated April 19, 2010.(1)10
.41

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP, and
    Matthew S. OReilly, dated May 6, 2010.(1)10
.42

Purchase and Sale Agreement by and among Campus Crest
    Communities, Inc., Campus Crest Communities Operating
    Partnership, LP and certain other parties thereto, dated
    March 26, 2010.(1)10
.43

First Amendment to Purchase and Sale Agreement by and among
    Campus Crest Communities, Inc., Campus Crest Communities
    Operating Partnership, LP and certain other parties thereto,
    dated October 6, 2010.(1)10
.44

Contribution Agreement by and among Campus Crest Communities,
    Inc., Campus Crest Communities Operating Partnership, LP and
    Thomas A. Odai dated May 13, 2010.(1) 71




---



##### Table of Contents



ExhibitNumber

Description of Document10
.45

Ground Lease by and between USA Research and Technology
    Corporation and Campus Crest at Mobile, LLC, dated
    August 8, 2006.(1)10
.46

Ground Lease by and between USA Research and Technology
    Corporation and Campus Crest at Mobile Phase II, LLC, dated
    March 14, 2008.(1)10
.47

Ground Lease Agreement by and between Indian Hills Trading
    Company, LLC and Campus Crest Development, LLC, dated
    March 20, 2008.(1)10
.48

First Amendment to Ground Lease Agreement by and between Indian
    Hills Trading Company, LLC and Campus Crest Development, LLC,
    dated July 28, 2008.(1)10
.49

Assignment of Ground Lease Agreement and Purchase Option
    Agreement by Campus Crest Development, LLC and Campus Crest at
    Moscow, LLC, dated July 28, 2008.(1)10
.50

Loan Agreement between General Electric Capital Corporation and
    Campus Crest at Milledgeville, LLC, dated September 7,
    2006.(1)10
.51

Deed to Secure Debt, Security Agreement and Fixture Filing by
    Campus Crest at Carrollton, LLC to Wachovia Bank, National
    Association, dated September 18, 2006.(1)10
.52

Deed of Trust, Security Agreement and Fixture Filing by Campus
    Crest at Las Cruces, LLC for the benefit of Wachovia Bank,
    National Association, dated September 22, 2006.(1)10
.53

Deed of Trust, Security Agreement and Fixture Filing by Campus
    Crest at Asheville, LLC for the benefit of Wachovia Bank,
    National Association, dated March 13, 2007.(1)10
.54

Loan Agreement by and among Campus Crest at Mobile, LLC, Campus
    Crest at Jacksonville, AL, LLC, Campus Crest at Nacogdoches, LP,
    Campus Crest at Abilene, LP, Campus Crest at Greeley, LLC, and
    Campus Crest at Ellensburg, LLC, and Silverton Bank, N.A., dated
    February 29, 2008.(1)10
.55

Transfer, Assignment and Assumption Agreement by and among the
    Federal Deposit Insurance Corporation as receiver and
    successor-in-interest
    to Silverton Bank, N.A. and Campus Crest Loan Servicing, LLC,
    dated March 31, 2010.(1)10
.56

Construction Loan Agreement by and among Wachovia Bank, National
    Association, Campus Crest Group, LLC, Campus Crest at Moscow,
    LLC, Campus Crest at San Angelo, LP and Campus Crest at
    San Marcos, LP, dated November 18, 2008.(1)10
.57

First Amendment to Construction Loan Agreement by and among
    Wachovia Bank, National Association, Campus Crest Group, LLC,
    Campus Crest at Moscow, LLC, Campus Crest at San Angelo, LP
    and Campus Crest at San Marcos, LP, dated June 2009.(1)10
.58

Second Amendment to Construction Loan Agreement by and among
    Wells Fargo Bank, N.A., Campus Crest Communities, Inc. and
    certain other parties thereto, dated September 14, 2010.(4)10
.59

Construction Loan Agreement by and between Campus Crest at
    Lawrence, LLC and Mutual of Omaha Bank, dated February 13,
    2009.(1)10
.60

First Amendment to Construction Loan Agreement by and between
    Campus Crest at Lawrence, LLC and Mutual of Omaha Bank, dated
    March 19, 2009.(1)10
.61

Construction Loan Agreement by and between Amegy Mortgage
    Company, L.L.C. d/b/a Q-10 Amegy Mortgage Capital and Campus
    Crest at Huntsville, LP, dated June 12, 2009.(1)10
.62

Secured Construction Loan Agreement by and between Centennial
    Bank, F/K/A First State Bank and Campus Crest at Conway, LLC,
    dated July 2, 2009.(1)10
.63

Construction Loan Agreement by and between Campus Crest at
    Statesboro, LLC and The PrivateBank and Trust Company,
    dated November 12, 2009.(1)10
.64

Construction Loan Agreement by and between Campus Crest at
    Valdosta, L.L.C. and Community & Southern Bank, dated
    November 16, 2010.(4)10
.65

Construction Loan Agreement by and between Campus Crest at
    Denton, LP and Amegy Mortgage Company, L.L.C. d/b/a Q-10 Amegy
    Mortgage Capital, dated November 16, 2010.(4)10
.66

Construction Loan and Security Agreement by and between Campus
    Crest Communities, Inc., The PrivateBank and Trust Company
    and certain other parties thereto, dated as of November 19,
    2010.(4) 72




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##### Table of Contents



ExhibitNumber

Description of Document10
.67

Amended and Restated Operating Agreement of HSRE-Campus
    Crest I, LLC, dated as of October 19, 2010.(3)10
.68

Operating Agreement of HRSE-Campus Crest IV, LLC, dated as of
    January 20, 201110
.69

Form of Aircraft Lease.(1)21
.1

List of Subsidiaries of the registrant.23
.1

Consent of KPMG LLP.24
.1

Power of Attorney (included on the Signature Page).31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Represents management contract or compensatory plan or agreement.(1)
    
    Previously filed as an exhibit to the registrants
    registration statement on Form
    S-11
    (No. 333-166834)
    initially filed with the SEC on May 14, 2010 and
    incorporated herein by reference.(2)
    
    Previously filed as an exhibit to the registrants
    registration statement on Form
    S-8
    (No. 333-169958)
    filed with the SEC on October 15, 2010 and incorporated
    herein by reference.(3)
    
    Previously filed as an exhibit to the registrants current
    report on
    Form 8-K
    filed with the SEC on October 21, 2010 and incorporated
    herein by reference.(4)
    
    Previously filed as an exhibit to the registrants
    quarterly report on
    Form 10-Q
    filed with the SEC on November 26, 2010 and incorporated
    herein by reference. 73




---



##### Table of Contents



SIGNATURES      By:
    /s/  Ted
    W. Rollins       POWER OF
    ATTORNEY
  Form 10-K Form 10-K, Form 10-K
    Name

Title

Date/s/  Ted
    W. RollinsTed
    W. Rollins

Co-Chairman of the Board, Chief Executive Officer and
    Director
    (Principal Executive Officer)

March 11, 2011/s/  Michael
    S. HartnettMichael
    S. Hartnett

Co-Chairman of the Board, Chief Investment Officer and Director

March 11, 2011/s/  Donald
    L. Bobbitt, Jr.Donald
    L. Bobbitt, Jr.

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer and Principal Accounting Officer)

March 11, 2011/s/  N.
    Anthony ColesN.
    Anthony Coles

Director

March 11, 2011/s/  Richard
    S. KahlbaughRichard
    S. Kahlbaugh

Director

March 11, 2011 74




---



##### Table of Contents



Name

Title

Date/s/  Denis
    McGlynnDenis
    McGlynn

Director

March 11, 2011/s/  William
    G. PopeoWilliam
    G. Popeo

Director

March 11, 2011/s/  Daniel
    L. SimmonsDaniel
    L. Simmons

Director

March 11, 2011  75




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##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
  Campus
    Crest Communities, Inc. and Campus Crest Communities Predecessor
    Consolidated and Combined Financial Statements:
  Consolidated Balance Sheet of Campus Crest
    Communities, Inc. and subsidiaries as of December 31, 2010
    and Combined Balance Sheet of Campus Crest Communities
    Predecessor as of December 31, 2009


F-3Consolidated Statement of Operations for Campus
    Crest Communities, Inc. for the period from October 19,
    2010 through December 31, 2010, and Combined Statements of
    Operations for Campus Crest Communities Predecessor for the
    period from January 1, 2010 through October 18, 2010,
    and the years ended December 31, 2009 and 2008


F-4Consolidated Statement of Changes in Equity
    (Deficit) and Comprehensive Loss for Campus Crest Communities,
    Inc. for the period from October 19, 2010 through
    December 31, 2010, and Combined Statements of Changes in
    Equity (Deficit) for Campus Crest Communities Predecessor for
    the period from January 1, 2010 through October 18,
    2010, and the years ended December 31, 2009 and 2008


F-5Combined Statement of Cash Flows for Campus Crest
    Communities, Inc. and Campus Crest Communities Predecessor for
    the year ended December 31, 2010, and Combined Statements
    of Cash Flows for Campus Crest Communities Predecessor for the
    years ended December 31, 2009 and 2008


F-6Notes to Consolidated and Combined Financial
    Statements


F-7Schedule III  Real Estate and
    Accumulated Depreciation as of December 31, 2010


F-35  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             F-2




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSORCONSOLIDATED AND COMBINED BALANCE
    SHEETS
  Campus CrestCampus Crest


CommunitiesCommunities, Inc.


PredecessorDecember 31,


December 31,2010


2009(In thousands, except share data)ASSETSInvestment in real estate, net:Student housing properties

$
372,746



347,157Accumulated depreciation


(57,463
)


(38,999
)Development in process


24,232



3,300Investment in real estate, net


339,515



311,458Investment in unconsolidated entity


13,751



2,980Cash and cash equivalents


2,327



2,902Restricted cash and investments


3,305



3,377Student receivables, net of allowance for doubtful accounts of
    $431 and $653, respectively


954



577Cost in excess of construction billings


1,827



3,938Other assets


9,578



6,564Total assets

$
371,257



331,796LIABILITIES AND EQUITY (DEFICIT)Liabilities:Mortgage and construction loans

$
60,840



329,102Lines of credit and other debt


42,500



9,978Related party loan






4,092Accounts payable and accrued expenses


14,597



20,029Other liabilities


6,530



11,311Total liabilities


124,467



374,512Equity (deficit):Stockholders and owners equity (deficit):Common stock, $.01 par value, 90,000,000 shares
    authorized, 30,682,215 shares issued and outstanding as of
    December 31, 2010


307



Additional paid-in capital


248,515



Accumulated deficit and distributions


(5,491
)


Accumulated other comprehensive loss


(172
)


Owners deficit






(50,090
)Total stockholders and owners equity (deficit)


243,159



(50,090
)Noncontrolling interests


3,631



7,374Total equity (deficit)


246,790



(42,716
)Total liabilities and equity (deficit)

$
371,257



331,796    F-3




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSORCONSOLIDATED AND COMBINED
    STATEMENTS OF OPERATIONS
  Campus CrestCommunities, Inc.Period


Campus Crest Communities PredecessorOctober 19, 2010


PeriodThrough


January 1, 2010


Year Ended


Year EndedDecember 31,


Through


December 31,


December 31,2010


October 18, 2010


2009


2008(In thousands, except per share data)Revenues:Student housing rental

$
10,452



39,169



43,708



30,813Student housing services


334



1,902



2,265



798Development, construction and management services


74



35,557



60,711



2,505Total revenues


10,860



76,628



106,684



34,116Operating expenses:Student housing operations


5,371



22,424



23,155



14,890Development, construction and management services






33,449



60,200



2,147General and administrative


1,176



5,589



5,617



5,422Ground leases


42



214



264



224Write-off of pre-development costs






537



1,211



203Depreciation and amortization


3,961



14,886



18,371



13,573Total operating expenses


10,550



77,099



108,818



36,459Equity in loss of unconsolidated entity


(163
)


(259
)


(59
)


Operating income (loss)


147



(730
)


(2,193
)


(2,343
)Nonoperating income (expense):Interest expense


(2,519
)


(20,836
)


(15,871
)


(14,946
)Change in fair value of interest rate derivatives


146



871



797



(8,758
)Other income (expense)


621



43



44



(50
)Total nonoperating expenses


(1,752
)


(19,922
)


(15,030
)


(23,754
)Net loss


(1,605
)


(20,652
)


(17,223
)


(26,097
)Net loss attributable to noncontrolling interests


(14
)


(7,479
)


(10,486
)


(870
)Net loss attributable to stockholders and owner

$
(1,591
)


(13,173
)


(6,737
)


(25,227
)Net loss per share:Basic and diluted

$
(0.05
)Weighted-average common shares outstanding:Basic and diluted


29,877Distributions per common share

$
0.127    F-4




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSORCONSOLIDATED AND COMBINED
    STATEMENTS OF CHANGES IN EQUITY (DEFICIT) AND COMPREHENSIVE
    LOSS
  Accumulated





TotalNumber of





Additional


Accumulated


Other





Stockholders





TotalCommon


Common


Paid-In


Deficit and


Comprehensive


Owners


and Owners


Noncontrolling


EquityShares


Stock


Capital


Distributions


Loss


Deficit


Equity (Deficit)


Interests


(Deficit)(In thousands)Predecessor:Balance, December 31, 2007





$
















(14,589
)


(14,589
)


29,476



14,887Contributions






















1,402



1,402



6,567



7,969Distributions






















(4,088
)


(4,088
)


(14,785
)


(18,873
)Net loss






















(25,227
)


(25,227
)


(870
)


(26,097
)Balance, December 31, 2008






















(42,502
)


(42,502
)


20,388



(22,114
)Contributions






























924



924Distributions






















(851
)


(851
)


(3,452
)


(4,303
)Net loss






















(6,737
)


(6,737
)


(10,486
)


(17,223
)Balance, December 31, 2009






















(50,090
)


(50,090
)


7,374



(42,716
)Contributions






















2,133



2,133



1,033



3,166Distributions






















(6,383
)


(6,383
)


(3,147
)


(9,530
)Net loss






















(13,173
)


(13,173
)


(7,479
)


(20,652
)Balance, October 18, 2010






















(67,513
)


(67,513
)


(2,219
)


(69,732
)The Company:Buyout of owners deficit of Predecessor










(101,817
)










67,513



(34,304
)


5,789



(28,515
)Net proceeds from sale of common stock


30,682



307



350,264















350,571







350,571Distributions














(3,900
)










(3,900
)


(55
)


(3,955
)Amortization of restricted stock awards and OP units










68















68



130



198Comprehensive loss:Change in fair value of interest rate derivatives


















(172
)






(172
)






(172
)Net loss














(1,591
)










(1,591
)


(14
)


(1,605
)Total comprehensive loss


































(1,777
)Balance, December 31, 2010


30,682


$
307



248,515



(5,491
)


(172
)






243,159



3,631



246,790    F-5




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSORCOMBINED STATEMENTS OF CASH
    FLOWS
  Year Ended December 31,Campus CrestCommunities, Inc. AndCampus CrestCommunities


Campus Crest CommunitiesPredecessor


Predecessor2010


2009


2008(In thousands)Operating activities:Net loss

$
(22,257
)


(17,223
)


(26,097
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization


18,847



18,371



13,573Gain on purchase of The Grove at San Marcos


(577
)






Amortization of deferred financing costs


2,443



828



798Accretion of interest expense


5,043



220



Bad debt expense


1,215



1,639



1,047Write-off of pre-development costs


537



1,211



203Unrealized (gain) loss on interest rate derivatives


(5,141
)


(3,480
)


7,414Loss on disposition of assets


50







Equity in loss of unconsolidated entity


422



59



Changes in operating assets and liabilities:Restricted cash and investments


72



757



(1,346
)Student receivables, net


(1,592
)


(1,718
)


(1,314
)Change in construction billings


1,083



(5,987
)


2,049Accounts payable and accrued expenses


(7,467
)


11,026



1,537Other


399



(1,350
)


3,400Net cash (used in) provided by operating activities


(6,923
)


4,353



1,264Investing activities:Investments in development in process


(19,737
)


(19,655
)


(145,344
)Investments in student housing properties


(29,982
)


(1,387
)


(1,676
)Investments in unconsolidated entity


(10,151
)


(2,388
)


(776
)Purchase of corporate fixed assets


(61
)


(122
)


(589
)Net cash used in investing activities


(59,931
)


(23,552
)


(148,385
)Financing activities:Proceeds from sale of common stock


382,292







Payment of offering costs


(31,721
)






Purchase of noncontrolling interests of Predecessor


(28,515
)






Proceeds from construction loans


497



9,826



140,921Proceeds from mortgage loans










104,600Proceeds from lines of credit


71,040



9,831



8,967Proceeds from related party loans


3,021



3,872



Principal payments on construction loans


(152,244
)






(90,000
)Principal payments on mortgage loans


(116,515
)






Payments on lines of credit


(39,892
)


(9,090
)


(6,308
)Payments on related party loan


(10,782
)






Debt issuance costs


(4,538
)






(2,495
)Contributions from owner of Predecessor


2,133







1,402Contributions from noncontrolling interests of Predecessor


1,033



924



6,567Distributions to owner of Predecessor


(6,383
)


(851
)


(4,088
)Distributions to noncontrolling interests of Predecessor


(3,147
)


(3,452
)


(14,785
)Net cash provided by financing activities


66,279



11,060



144,781Net change in cash and cash equivalents


(575
)


(8,139
)


(2,340
)Cash and cash equivalents at beginning of year


2,902



11,041



13,381Cash and cash equivalents at end of year

$
2,327



2,902



11,041Supplemental disclosure of cash flow information:Interest paid

$
22,109



16,491



16,330Non-cash investing and financing activity:Issuance of OP Units in exchange for noncontrolling interests of
    Predecessor

$
3,570







Declaration of distributions to stockholders

$
3,900







Declaration of distributions to noncontrolling interests

$
55







Change in fair value of derivative instruments, net

$
(172
)






Conversion of note payable to equity interest

$




600



Conversion of costs in excess of construction billings to equity
    method investment

$
1,028







Change in other assets related to capital expenditures

$
62







Change in payables related to capital expenditures

$
(1,920
)


(8,308
)


(6,575
)Contribution to real estate venture:Land

$




3,025



Construction loan

$




2,550



    F-6




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSORNOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS
  1.
    Organization
    and Description of Business            December 31, 2010Properties


Properties


Effective Ownershipin Operation


Under Construction


PercentageConsolidated entities(1)


21



7



100
%Unconsolidated entity


6







49.9
%Total


27



7   F-7




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2009Properties


Properties


Effective Ownershipin Operation


Under Construction


PercentageCombined entities


20







5-52
%Uncombined entity


4



3



5-10
%Total


24



3   December 31, 2008Properties


Properties


Effective Ownershipin Operation


Under Construction


PercentageCombined entities


19



1



30-52
%Uncombined entity






3



10
%Total


19



4     (1)
    
    Subsequent to December 31, 2010, two of the properties
    under construction were contributed to an unconsolidated entity
    in which the Company has an investment. See note 18.  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
      Use of
    Estimates
   F-8




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Investment
    in Real Estate
    Buildings

40 yearsImprovements

20 yearsFurniture, fixtures and equipment

3-10 years     and/or and/or
   F-9




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Property
    Acquisitions
  lease-up lease-up
  Ground
    Leases
    Cash
    and Cash Equivalents
    Restricted
    Cash and Investments
    Deferred
    Financing Costs
    Intangible
    Assets
   F-10




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling
    Interests
    Real
    Estate Ventures
         F-11




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Student
    Housing Revenue
    Segments
    Development,
    Construction and Management Services
  and/or
      Allowance
    for Doubtful Accounts
   F-12




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Balance atBeginning

Charged to



Balance atYear Ended December 31:

of Period

Expense

Write-Offs

End of Period2008

$
(288
)


(1,047
)


934



(401
)2009

$
(401
)


(1,639
)


1,387



(653
)2010

$
(653
)


(1,215
)


1,437



(431
)   Marketing
    and Advertising Costs
    Derivative
    Instruments and Hedging Activities
      Fair
    Value of Financial Instruments
     F-13




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      Level 1
  Level 2
  Level 3
      Quoted Prices inActive Markets for

Significant Other

SignificantIdentical Assets and

Observable Inputs

Unobservable

Balance atLiabilities (Level 1)

(Level 2)

Inputs (Level 3)

December 31,Other assets:2010-Interest rate caps

$




103







103Other liabilities:2010-Interest rate swaps

$




(452
)






(452
)2009-Interest rate swaps

$




(6,049
)






(6,049
)   Commitments
    and Contingencies
    Income
    Taxes
   F-14




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
          Comprehensive
    Loss
    Common
    Stock Issuances and Costs
    Share-Based
    Compensation
   F-15




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
    3.
    Earnings
    per Share      4.
    Student
    Housing Properties    December 31,2010


2009Land

$
26,369



24,578Buildings and improvements


304,447



286,120Furniture, fixtures and equipment


41,930



36,459372,746



347,157Accumulated depreciation


(57,463
)


(38,999
)$
315,283



308,158    F-16




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Variable
    Interest Entities    OriginalRent Start

Term

Annual LeaseTenant/Ground Lessee(1)

Landlord/Ground Lessor

Date

(In Years)

PaymentCampus Crest at Jonesboro, LLC

Jonesboro - CHR Campus Crest LLC


10/1/07



25


$
187Campus Crest at Cheney, LLC

Cheney - CHR Campus Crest LLC


10/1/07



25


$
115Campus Crest at Wichita, LLC

Wichita - CHR Campus Crest LLC


11/1/07



25


$
76Campus Crest at Wichita Falls, LP

Wichita Falls - CHR Campus Crest LLC


8/1/07



25


$
178Campus Crest at Waco, LP

Waco - CHR Campus Crest LLC


7/1/07



25


$
92Campus Crest at Troy, LLC

Troy - CHR Campus Crest LLC


7/1/07



25


$
123Campus Crest at Stephenville, LP

Stephenville - CHR Campus Crest LLC


7/1/07



25


$
107Campus Crest at Murfreesboro, LLC

Murfreesboro - CHR Campus Crest LLC


8/1/07



25


$
215     (1)
    
    Each entity is combined within the combined financial statements
    of the Predecessor.    6.
    Ground
    Leases    Original/Rent

RemainingStart

Term

Current AnnualProperty

Landlord

Date

(In Years)(1)

Lease PaymentMobile Phase I

USA Research and Technology Corporation


10/31/06



40/35


$
84Mobile Phase II

USA Research and Technology Corporation


3/1/08



38/35


$
125     (1)
    
    Lease contains options to renew for one additional
    20-year
    term, followed by an additional term of 15 years if the
    first renewal is exercised. F-17




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Noncontrolling
    Interests  Company
    Noncontrolling Interests  Operating Partnership
    Units
      Predecessor
    Noncontrolling Interests  Third-Party Venture
    Partners
      8.
    Property
    Acquisitions  Operating
    Property Acquisition
   F-18




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Land

$
1,791In-place leases


1,168Buildings and improvements


22,335Working capital


(99
)Debt


(14,936
)10,259Less estimated fair value of interest owned prior to acquisition


(1,024
)$
9,235   Acquisition
    of Properties Under Development
      9.
    Sales of
    Interests in Properties and Real Estate Ventures     F-19




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Investment
    in Unconsolidated Entity      day-to-day
   F-20




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Balance
    Sheets
  December 31,2010


2009Assets:Student housing properties, net

$
112,224



72,488Development in process






15,528Other assets


5,444



4,377Total assets

$
117,668



92,393Liabilities and owners equity:Construction debt

$
83,222



59,562Other liabilities


5,117



3,210Owners equity


29,329



29,621Total liabilities and owners equity

$
117,668



92,393Share of historical owners equity

$
12,479



2,962Preferred investment(1)


4,781



Net difference in carrying value of investment versus net book
    value of underlying net assets(2)


(3,509
)


18Carrying value of investment in unconsolidated entity

$
13,751



2,980     (1)
    
    As of December 31, 2010, the Company has a Class B
    member interest in both The Grove at San Angelo and The
    Grove at Moscow of approximately $2.3 million and
    $2.5 million, respectively. These preferred interests
    entitle the Company to a 9.0% return on its investment but
    otherwise do not change the Companys effective 49.9%
    ownership interest in these properties.(2)
    
    This amount represents the aggregate difference between our
    historical cost basis and the basis reflected at the entity
    level, which is typically amortized over the life of the related
    asset. The basis differential occurs primarily due to the
    difference between the allocated value to acquired entity
    interests and the ventures basis in those interests, the
    capitalization of additional investment in the unconsolidated
    entity, and the elimination of service related revenue to the
    extent of our percentage ownership. F-21




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Statements
    of Operations
  Period October 19,


Period January 1,


Year Ended2010 Through


2010 Through


December 31,December 31, 2010


October 18, 2010


2009Revenues

$
3,009



8,796



3,131Expenses:Operating expenses


1,570



4,956



1,698Interest expense


1,046



3,427



1,341Depreciation and amortization


909



3,399



792Total expenses


3,525



11,782



3,831Net loss

$
(516
)


(2,986
)


(700
)Companys share of net loss(1)

$
(163
)


(259
)


(59
)     (1)
    
    Amount differs from net loss multiplied by the Companys
    ownership percentage due to the amortization of the aggregate
    difference between our historical cost basis and our basis
    reflected at the entity level.  11.
    Debt    December 31,2010


2009Fixed-rate mortgage loans

$
60,840



164,840Construction loans






164,262Lines of credit and other debt


42,500



14,070$
103,340



343,172  F-22




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Balance at beginning of period

$
343,172



331,663Additions:Draws on lines of credit


71,040



9,831Draws on construction loans


497



9,826Proceeds from related party loan(1)


3,021



3,872Accretion of interest expense(1)


5,043



220Deductions:Conversion of note to equity interest






(600
)Payments on lines of credit


(39,892
)


(9,090
)Payments on construction loans


(152,244
)


Payments on related party loan


(10,782
)


Payments on mortgage loans


(116,515
)


Contribution of construction loan to real estate venture






(2,550
)Balance at end of period

$
103,340



343,172     (1)
    
    Relates to sale of 90% of our interest in Campus Crest at
    Milledgeville, LLC, sale of our 99.9% interest in Campus Crest
    at Carrollton, LLC, and sale of 99% of our interest in HSRE I
    and prepaid management fees. See note 9.   F-23




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Principal


Principal




Interest


InterestFace


Outstanding at


Outstanding at




Rate at


Rate at


MaturityAmount


12/31/10


12/31/09


Stated Interest Rate

12/31/10


12/31/09


Date


AmortizationConstruction loansThe Grove at Mobile-Phase II

$
15,875


$




15,874



Greater of LIBOR + 3.00% or 5.50%



N/A



5.50
%


10/31/2010



AmortizingConstruction Loan (nine properties)(1)


157,550







148,388



LIBOR + 1.80%



N/A



2.03
%


10/31/2010



Interest onlyMortgage loansMortgage (six properties)(2)


104,000







104,000



6.40%



N/A



6.40
%


2/28/2013



30 yearsThe Grove at Asheville


14,800



14,800



14,800



5.77%



5.77
%


5.77
%


4/11/2017



30 yearsThe Grove at Carrollton


14,650



14,650



14,650



6.13%



6.13
%


6.13
%


10/11/2016



30 yearsThe Grove at Las Cruces


15,140



15,140



15,140



6.13%



6.13
%


6.13
%


10/11/2016



30 yearsThe Grove at Milledgeville


16,250



16,250



16,250



6.12%



6.12
%


6.12
%


10/1/2016



30 yearsTotal





$
60,840



329,102     (1)
    
    Secured by The Grove at Cheney, The Grove at Jonesboro, The
    Grove at Lubbock, The Grove at Murfreesboro, The Grove at
    Stephenville, The Grove at Troy, The Grove at Waco, The Grove at
    Wichita and The Grove at Wichita Falls. At December 31,
    2009, approximately $136.4 million of the loan balance was
    hedged with a floating to fixed interest rate swap which, when
    taken together with the loan interest, fixed this portion of the
    loans interest rate at 6.0%.(2)
    
    Secured by The Grove at Abilene, The Grove at Ellensburg, The
    Grove at Greeley, The Grove at Jacksonville, The Grove at
    Mobile-Phase I and The Grove at Nacogdoches.  Mortgage
    Loans
    30-year
    Construction
    Loans
   F-24




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
          Lines
    of Credit and Other Debt
    2011-2012
 F-25




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
        
    a maximum leverage ratio of 0.60 : 1.00;
    a minimum fixed charge coverage ratio of 1.50 : 1.00;
    a minimum ratio of fixed rate debt and debt subject to hedge
    agreements to total debt of 66.67%;
    a maximum secured recourse debt ratio of 20%; and
    a minimum tangible net worth of the sum of 75% of our tangible
    net worth plus an amount equal to 75% of the net proceeds of any
    additional equity issuances.         F-26




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Related
    Party Loans
    Schedule
    of Debt Maturities
    2011

$
822012


6252013


43,2342014


7812015


830Thereafter


57,788$
103,340     Compliance
    with Debt Covenants
      Encore
    Transaction
   F-27




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Incentive
    Plans    Restricted
    Stock Awards
      Restricted
    OP Units
      Number of





WeightedNumber of


Restricted





AverageRestricted OP


Common





Grant DateUnits


Shares


Total


Fair ValueNonvested balances at October 19, 2010













$
Granted at Offering


150,000



102,777



252,777



12.50Forfeited






(3,895
)


(3,895
)


12.50Nonvested balances at December 31, 2010


150,000



98,882



248,882


$
12.50   13.
    Derivative
    Instruments and Hedging Activities   F-28




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
          Estimated


EstimatedFair Value at


Fair Value atNotional


Fixed


Maturity


December 31,


December 31,Interest Rate Derivative Instrument

Hedged Item


Amount


Interest Rate


Date


2010


2009Cap (2,5)


30-day LIBOR


$
44,000



2.50
%


January 2011


$




N/ACap (2,5)


30-day LIBOR


$
3,126
(1)


1.25
%


April 2013



103



N/ASwap (2,5)


30-day LIBOR


$
3,126
(1)


1.39
%


April 2013



(115
)


N/ASwap(6)


30-day LIBOR


$
136,409



6.00
%


(3
)






(4,424
)Swap(6)


30-day LIBOR


$
25,488
(4)


3.44
%


May 2011



(337
)


(1,625
)$
(349
)


(6,049
)     (1)
    
    Notional amount increases to $18,701 over the life of the
    derivative contract.(2)
    
    The Predecessor was not a party to this contract at
    December 31, 2009.(3)
    
    The Company amended and terminated this interest rate swap upon
    completion of the Offering. The swap liability of approximately
    $0.2 million was repaid.(4)
    
    Notional amount was $45,000 at December 31, 2009. Upon
    amendment of swap agreement, approximately $0.4 million of
    the existing swap liability was repaid.(5)
    
    Designated as a cash flow hedge.(6)
    
    Not designated as a hedging instrument. F-29




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Amount of Income (Loss) Recognized in OCI on Derivatives
    (Effective Portion)Period


PeriodOctober 19, 2010


January 1, 2010Through


ThroughDecember 31,


October 18,


Year Ended December 31,Derivatives Designated as Cash Flow Hedges

2010


2010


2009


2008Caps

$
(57
)










Swaps (receive float/pay fixed)


(115
)










Total effect of derivative instruments on other comprehensive
    income

$
(172
)










   Period


PeriodOctober 19, 2010


January 1, 2010Location of Gain (Loss)

Through


ThroughDerivatives not Designated

Recognized on Statements

December 31,


October 18,


Year Ended December 31,as Hedging Instruments

of Operations

2010


2010


2009


2008Swaps (receive float/pay fixed):Monthly net settlements-cash settled

Change in fair value of interest rate derivatives

$
7



(4,131
)


(2,373
)


(244
)Mark to market adjustments-cash settled

Change in fair value of interest rate derivatives










(310
)


(1,100
)Mark to market adjustments-non-cash

Change in fair value of interest rate derivatives


139



5,002



3,480



(7,414
)Total effect of derivative instruments on the consolidated and
    combined statements of operations



$
146



871



797



(8,758
)     14.
    Related
    Party Transactions    15.
    Segments   F-30




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Period


PeriodOctober 19, 2010


January 1, 2010Through


ThroughDecember 31,


October 18,


Year Ended December 31,2010


2010


2009


2008Student Housing Operations:Revenues from external customers

$
10,786



41,071



45,973



31,611Operating expenses


9,312



38,660



42,997



29,481Operating income


1,474



2,411



2,976



2,130Nonoperating expenses


(1,982
)


(13,104
)


(14,747
)


(23,492
)Net loss


(508
)


(10,693
)


(11,771
)


(21,362
)Net loss attributable to noncontrolling interest


(5
)


(7,479
)


(10,486
)


(870
)Net loss attributable to stockholders and owner

$
(503
)


(3,214
)


(1,285
)


(20,492
)Depreciation and amortization

$
3,911



14,660



18,205



13,043Total segment assets at end of period

$
361,942







310,075



319,052Development, Construction and Management Services:Revenues from external customers

$
74



35,557



60,711



2,505Intersegment revenues


553



6,813



18,537



123,264Total revenues


627



42,370



79,248



125,769Operating expenses


1,731



38,585



76,305



122,535Operating (loss) income


(1,104
)


3,785



2,943



3,234Nonoperating expenses


(1
)


(31
)


(108
)


(520
)Net (loss) income


(1,105
)


3,754



2,835



2,714Net loss attributable to noncontrolling interest


(11
)










Net (loss) income attributable to stockholders and owner

$
(1,094
)


3,754



2,835



2,714Depreciation and amortization

$
17



70



165



54Total segment assets at end of period

$
9,758







28,926



30,048Reconciliations:Total segment revenues

$
11,413



83,441



125,221



157,380Elimination of intersegment revenues


(553
)


(6,813
)


(18,537
)


(123,264
)Total consolidated and combined revenues

$
10,860



76,628



106,684



34,116Segment operating income

$
370



6,196



5,919



5,364Interest expense


(2,519
)


(20,836
)


(15,871
)


(14,946
)Change in fair value of interest rate derivatives


146



871



797



(8,758
)Net unallocated income (expenses) and eliminations


(60
)


(6,667
)


(8,053
)


(7,707
)Equity in loss of unconsolidated entity


(163
)


(259
)


(59
)


Other income (expense)


621



43



44



(50
)Net loss

$
(1,605
)


(20,652
)


(17,223
)


(26,097
)Total segment assets

$
371,700







339,001



349,100Unallocated corporate assets and eliminations


(443
)






(7,205
)


(6,945
)Total assets

$
371,257







331,796



342,155  F-31




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Commitments
    and Contingencies  Commitments
          2011

$
5592012


7702013


7792014


7992015


454Thereafter


19,637Total future minimum lease payments

$
22,998   Contingencies
     F-32




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##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Quarterly
    Financial Information (Unaudited and in
    thousands)    2010October 1-

October 19-1st Quarter

2nd Quarter

3rd Quarter

October 18

December 31

TotalRevenues

$
28,557



28,050



16,930



3,091



10,860



87,488Operating expenses

$
27,279



26,961



16,653



6,206



10,550



87,649Nonoperating expenses

$
(4,413
)


(6,050
)


(6,531
)


(2,928
)


(1,752
)


(21,674
)Net loss

$
(3,215
)


(5,075
)


(6,303
)


(6,059
)


(1,605
)


(22,257
)   20091st Quarter

2nd Quarter

3rd Quarter

4th Quarter

TotalRevenues

$
21,689



37,799



29,453



17,743



106,684Operating expenses

$
21,222



37,552



29,435



20,609



108,818Nonoperating expenses

$
(3,135
)


(1,573
)


(5,416
)


(4,906
)


(15,030
)Net loss

$
(2,668
)


(1,326
)


(5,430
)


(7,799
)


(17,223
)   18.
    Subsequent
    Events    day-to-day
 F-33




---



##### Table of Contents



CAMPUS
    CREST COMMUNITIES, INC. AND
    CAMPUS CREST COMMUNITIES PREDECESSOR
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2011-2012
  12-month
 F-34




---



##### Table of Contents



Schedule III 
    Real Estate and Accumulated Depreciation as of December 31,
    2010  Costs


Total CostsCapitalized





StudentInitial


Subsequent to





Housing





Accum.


Encum-


Year


DepreciableStudent Housing Properties

Cost


Development


Land


Properties


Total


Depr.


Brances


Built


Lives(1)(Dollar amounts in thousands)The Grove at Asheville

$
12,604



355



51



12,908



12,959



(3,644
)


(14,800
)


2005



40The Grove at Carrollton


13,294



297



1,104



12,487



13,591



(3,327
)


(14,650
)


2006



40The Grove at Las Cruces


16,025



110



1,098



15,037



16,135



(3,589
)


(15,140
)


2006



40The Grove at Milledgeville


14,543



171



942



13,772



14,714



(3,595
)


(16,250
)


2006



40The Grove at Abilene


16,962



164



1,361



15,765



17,126



(3,154
)






2007



40The Grove at Ellensburg


20,827



127



1,483



19,471



20,954



(3,467
)






2007



40The Grove at Greeley


19,971



235



1,454



18,752



20,206



(3,224
)






2007



40The Grove at Jacksonville


17,567



209



892



16,884



17,776



(3,303
)






2007



40The Grove at Mobile  Phase I


15,823



103



98



15,828



15,926



(3,120
)






2007



40The Grove at Nacogdoches


19,005



139



1,589



17,555



19,144



(3,215
)






2007



40The Grove at Cheney


18,788



204



1,347



17,645



18,992



(2,537
)






2008



40The Grove at Jonesboro


17,761



107



2,156



15,712



17,868



(2,449
)






2008



40The Grove at Lubbock


18,229



102



1,520



16,811



18,331



(2,490
)






2008



40The Grove at Mobile  Phase II


16,752



99



52



16,799



16,851



(2,354
)






2008



40The Grove at Stephenville


17,100



54



1,250



15,904



17,154



(2,543
)






2008



40The Grove at Troy


18,248



185



1,433



17,000



18,433



(2,575
)






2008



40The Grove at Waco


17,566



101



1,094



16,573



17,667



(2,590
)






2008



40The Grove at Wichita


16,951



65



911



16,105



17,016



(2,518
)






2008



40The Grove at Wichita Falls


17,955



97



2,065



15,987



18,052



(2,459
)






2008



40The Grove at Murfreesboro


19,651



74



2,678



17,047



19,725



(1,184
)






2009



40The Grove at San Marcos


24,126







1,791



22,335



24,126



(126
)






2009



40Total-student housing properties

$
369,748



2,998



26,369



346,377



372,746



(57,463
)


(60,840
)     (1)
    
    The life to compute depreciation on buildings is 40 years.
    Furniture, fixtures, equipment and building improvements are
    depreciated over periods of up to 20 years. F-35




---



##### Table of Contents



NOTES TO
    SCHEDULE III
  Schedule III 
    Real Estate and Accumulated Depreciation as of December 31,
    2010
    For the Year Ended December 31,2010


2009


2008Investment in real estate:Balance, beginning of year

$
347,157



326,217



182,788Improvements and development expenditures


25,937



23,965



143,429Disposition of properties


(71
)


(3,025
)


Other reclassifications


(277
)






Balance, end of year

$
372,746



347,157



326,217Accumulated depreciation:Balance, beginning of year

$
38,999



20,794



7,752Depreciation for the year


18,299



18,205



13,042Disposition of properties


(21
)






Other reclassifications


186







Balance, end of year

$
57,463



38,999



20,794Development in process


24,232



3,300



15,742Investment in real estate, net

$
339,515



311,458



321,165  F-36