##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549
  Form 10-K/A
 (Amendment No. 1)
  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




---





TABLE OF CONTENTS  EX-23.1EX-31.1EX-31.2EX-32.1    Table of Contents EXPLANATORY
    NOTE    Form 10-K.
 1




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##### Table of Contents



PART
    II. Item
    8.  Financial Statements and Supplementary
    Data   2




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##### Table of Contents



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
 3




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##### 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) 4




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##### 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) 5




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##### 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) 6




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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, 2011.10
.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.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.
    
    Previously filed with the registrants annual report on
    Form 10-K
    for the year ended December 31, 2010, filed March 11,
    2011.(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. 7




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##### Table of Contents



SIGNATURES      By:
    /s/  Ted
    W. Rollins         Name

Title

Date/s/  Ted
    W. RollinsTed
    W. Rollins

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

March 30, 2011*Michael
    S. Hartnett

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

March 30, 2011*Donald
    L. Bobbitt, Jr.

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

March 30, 2011*N.
    Anthony Coles

Director

March 30, 2011*Richard
    S. Kahlbaugh

Director

March 30, 2011*Denis
    McGlynn

Director

March 30, 2011*William
    G. Popeo

Director

March 30, 2011*Daniel
    L. Simmons

Director

March 30, 2011* By:

/s/  Ted
    W. RollinsTed
    W. Rollins
    Attorney-in-Fact  8




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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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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




---



##### 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