Attached files
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EX-32.2 - EXHIBIT 32.2 - Landmark Apartment Trust, Inc. | c92441exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - Landmark Apartment Trust, Inc. | c92441exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - Landmark Apartment Trust, Inc. | c92441exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - Landmark Apartment Trust, Inc. | c92441exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-52612
Grubb & Ellis Apartment REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) |
20-3975609 (I.R.S. Employer Identification No.) |
|
1551 N. Tustin Avenue, Suite 300, Santa Ana, California (Address of principal executive offices) |
92705 (Zip Code) |
(714) 667-8252
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o Yes þ No
As of October 30, 2009, there were 16,700,592 shares of common stock of Grubb & Ellis
Apartment REIT, Inc. outstanding.
Grubb & Ellis Apartment REIT, Inc.
(A Maryland Corporation)
TABLE OF CONTENTS
(A Maryland Corporation)
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | ||||||||
2 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
24 | ||||||||
35 | ||||||||
36 | ||||||||
36 | ||||||||
PART II OTHER INFORMATION | ||||||||
37 | ||||||||
37 | ||||||||
42 | ||||||||
43 | ||||||||
43 | ||||||||
43 | ||||||||
44 | ||||||||
45 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
1
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Grubb & Ellis Apartment REIT, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2009 and December 31, 2008
(Unaudited)
As of September 30, 2009 and December 31, 2008
(Unaudited)
September 30, 2009 | December 31, 2008 | |||||||
ASSETS |
||||||||
Real estate investments: |
||||||||
Operating properties, net |
$ | 327,654,000 | $ | 335,267,000 | ||||
Cash and cash equivalents |
5,266,000 | 2,664,000 | ||||||
Accounts and other receivables |
343,000 | 395,000 | ||||||
Restricted cash |
4,686,000 | 3,762,000 | ||||||
Identified intangible assets, net |
| 249,000 | ||||||
Other assets, net |
2,012,000 | 2,348,000 | ||||||
Total assets |
$ | 339,961,000 | $ | 344,685,000 | ||||
LIABILITIES AND EQUITY |
||||||||
Liabilities: |
||||||||
Mortgage loan payables, net |
$ | 217,506,000 | $ | 217,713,000 | ||||
Unsecured note payables to affiliate |
9,100,000 | 9,100,000 | ||||||
Line of credit |
1,400,000 | 3,200,000 | ||||||
Accounts payable and accrued liabilities |
6,341,000 | 5,859,000 | ||||||
Accounts payable due to affiliates, net |
144,000 | 864,000 | ||||||
Security deposits, prepaid rent and other liabilities |
1,203,000 | 1,244,000 | ||||||
Total liabilities |
235,694,000 | 237,980,000 | ||||||
Commitments and contingencies (Note 8) |
||||||||
Redeemable noncontrolling interest (Note 10) |
| | ||||||
Equity: |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $0.01 par value; 50,000,000 shares authorized;
none issued and outstanding |
| | ||||||
Common stock, $0.01 par value; 300,000,000 shares authorized;
16,568,127 and 15,488,810 shares issued and outstanding as of
September 30, 2009 and December 31, 2008, respectively |
166,000 | 155,000 | ||||||
Additional paid-in capital |
147,436,000 | 137,775,000 | ||||||
Accumulated deficit |
(43,335,000 | ) | (31,225,000 | ) | ||||
Total stockholders equity |
104,267,000 | 106,705,000 | ||||||
Noncontrolling interest (Note 11) |
| | ||||||
Total equity |
104,267,000 | 106,705,000 | ||||||
Total liabilities and equity |
$ | 339,961,000 | $ | 344,685,000 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Table of Contents
Grubb & Ellis Apartment REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2009 and 2008
(Unaudited)
For the Three and Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues: |
||||||||||||||||
Rental income |
$ | 8,445,000 | $ | 8,021,000 | $ | 25,169,000 | $ | 20,186,000 | ||||||||
Other property revenues |
960,000 | 864,000 | 2,873,000 | 2,271,000 | ||||||||||||
Total revenues |
9,405,000 | 8,885,000 | 28,042,000 | 22,457,000 | ||||||||||||
Expenses: |
||||||||||||||||
Rental expenses |
4,793,000 | 4,507,000 | 13,737,000 | 11,484,000 | ||||||||||||
General and administrative |
333,000 | 1,212,000 | 1,323,000 | 3,453,000 | ||||||||||||
Depreciation and amortization |
2,911,000 | 3,164,000 | 8,924,000 | 8,283,000 | ||||||||||||
Total expenses |
8,037,000 | 8,883,000 | 23,984,000 | 23,220,000 | ||||||||||||
Income (loss) before other income (expense) |
1,368,000 | 2,000 | 4,058,000 | (763,000 | ) | |||||||||||
Other income (expense): |
||||||||||||||||
Interest expense (including amortization of deferred financing
costs and debt discount): |
||||||||||||||||
Interest expense related to unsecured note
payables to affiliate |
(154,000 | ) | (58,000 | ) | (401,000 | ) | (104,000 | ) | ||||||||
Interest expense related to mortgage loan
payables, net |
(2,723,000 | ) | (2,816,000 | ) | (8,086,000 | ) | (7,176,000 | ) | ||||||||
Interest expense related to lines of credit |
(56,000 | ) | (302,000 | ) | (201,000 | ) | (1,127,000 | ) | ||||||||
Interest and dividend income |
| 5,000 | 1,000 | 20,000 | ||||||||||||
Net loss |
(1,565,000 | ) | (3,169,000 | ) | (4,629,000 | ) | (9,150,000 | ) | ||||||||
Less: Net loss attributable to noncontrolling interests |
| | | 1,000 | ||||||||||||
Net loss attributable to controlling interest |
$ | (1,565,000 | ) | $ | (3,169,000 | ) | $ | (4,629,000 | ) | $ | (9,149,000 | ) | ||||
Net loss per share attributable to controlling
interest basic and diluted |
$ | (0.10 | ) | $ | (0.23 | ) | $ | (0.29 | ) | $ | (0.80 | ) | ||||
Weighted average number of shares
outstanding basic and diluted |
16,384,198 | 13,499,942 | 16,040,551 | 11,417,294 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
Grubb & Ellis Apartment REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2009 and 2008 (Unaudited)
For the Nine Months Ended September 30, 2009 and 2008 (Unaudited)
Stockholders Equity | ||||||||||||||||||||||||||||||||
Common Stock | Redeemable | |||||||||||||||||||||||||||||||
Number of | Additional | Preferred | Accumulated | Noncontrolling | Noncontrolling | |||||||||||||||||||||||||||
Shares | Amount | Paid-In Capital | Stock | Deficit | Interest | Total Equity | Interest | |||||||||||||||||||||||||
BALANCE December 31, 2008 |
15,488,810 | $ | 155,000 | $ | 137,775,000 | $ | | $ | (31,225,000 | ) | $ | | $ | 106,705,000 | $ | | ||||||||||||||||
Issuance of common stock |
919,862 | 9,000 | 9,187,000 | | | | 9,196,000 | | ||||||||||||||||||||||||
Issuance of vested and nonvested
restricted common stock |
4,000 | | 8,000 | | | | 8,000 | | ||||||||||||||||||||||||
Forfeiture of nonvested shares
of common stock |
(2,000 | ) | | (2,000 | ) | | | | (2,000 | ) | | |||||||||||||||||||||
Offering costs |
| | (1,010,000 | ) | | | | (1,010,000 | ) | | ||||||||||||||||||||||
Amortization of nonvested common
stock compensation |
| | 13,000 | | | | 13,000 | | ||||||||||||||||||||||||
Issuance of common stock under the
DRIP |
350,131 | 4,000 | 3,323,000 | | | | 3,327,000 | | ||||||||||||||||||||||||
Repurchase of common stock |
(192,676 | ) | (2,000 | ) | (1,858,000 | ) | | | | (1,860,000 | ) | | ||||||||||||||||||||
Distributions |
| | | | (7,481,000 | ) | | (7,481,000 | ) | | ||||||||||||||||||||||
Net loss |
| | | | (4,629,000 | ) | | (4,629,000 | ) | | ||||||||||||||||||||||
BALANCE September 30, 2009 |
16,568,127 | $ | 166,000 | $ | 147,436,000 | $ | | $ | (43,335,000 | ) | $ | | $ | 104,267,000 | $ | | ||||||||||||||||
Stockholders Equity | ||||||||||||||||||||||||||||||||
Common Stock | Redeemable | |||||||||||||||||||||||||||||||
Number of | Additional | Preferred | Accumulated | Noncontrolling | Noncontrolling | |||||||||||||||||||||||||||
Shares | Amount | Paid-In Capital | Stock | Deficit | Interest | Total Equity | Interest | |||||||||||||||||||||||||
BALANCE December 31, 2007 |
8,528,844 | $ | 85,000 | $ | 75,737,000 | $ | | $ | (9,766,000 | ) | $ | 1,000 | $ | 66,057,000 | $ | | ||||||||||||||||
Issuance of common stock |
5,590,777 | 56,000 | 55,787,000 | | | | 55,843,000 | | ||||||||||||||||||||||||
Issuance of vested and nonvested
restricted common stock |
3,000 | | 6,000 | | | | 6,000 | | ||||||||||||||||||||||||
Offering costs |
| | (6,112,000 | ) | | | | (6,112,000 | ) | | ||||||||||||||||||||||
Amortization of nonvested common
stock compensation |
| | 10,000 | | | | 10,000 | | ||||||||||||||||||||||||
Issuance of common stock under the
DRIP |
274,629 | 3,000 | 2,606,000 | | | | 2,609,000 | | ||||||||||||||||||||||||
Repurchase of common stock |
(19,588 | ) | | (185,000 | ) | | | | (185,000 | ) | | |||||||||||||||||||||
Distributions |
| | | | (6,006,000 | ) | | (6,006,000 | ) | | ||||||||||||||||||||||
Net loss |
| | | | (9,149,000 | ) | (1,000 | ) | (9,150,000 | ) | | |||||||||||||||||||||
BALANCE September 30, 2008 |
14,377,662 | $ | 144,000 | $ | 127,849,000 | $ | | $ | (24,921,000 | ) | $ | | $ | 103,072,000 | $ | | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
Grubb & Ellis Apartment REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2009 and 2008
(Unaudited)
For the Nine Months Ended September 30, 2009 and 2008
(Unaudited)
Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ | (4,629,000 | ) | $ | (9,150,000 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization (including deferred financing costs and debt discount) |
9,277,000 | 9,021,000 | ||||||
(Gain) loss on property insurance settlements |
(101,000 | ) | 26,000 | |||||
Stock based compensation, net of forfeitures |
19,000 | 17,000 | ||||||
Bad debt expense |
388,000 | 382,000 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts and other receivables |
(427,000 | ) | (475,000 | ) | ||||
Other assets, net |
90,000 | 265,000 | ||||||
Accounts payable and accrued liabilities |
939,000 | 2,366,000 | ||||||
Accounts payable due to affiliates, net |
(563,000 | ) | 580,000 | |||||
Security deposits and prepaid rent |
(340,000 | ) | (93,000 | ) | ||||
Net cash provided by operating activities |
4,653,000 | 2,939,000 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Acquisition of real estate operating properties |
(469,000 | ) | (124,779,000 | ) | ||||
Capital expenditures |
(975,000 | ) | (896,000 | ) | ||||
Proceeds from property insurance settlements |
194,000 | 360,000 | ||||||
Restricted cash |
(924,000 | ) | (1,423,000 | ) | ||||
Net cash used in investing activities |
(2,174,000 | ) | (126,738,000 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Borrowings on mortgage loan payables |
| 78,651,000 | ||||||
Payments on mortgage loan payables |
(309,000 | ) | (291,000 | ) | ||||
Payments on unsecured note payables to affiliate |
| (7,600,000 | ) | |||||
Borrowings on unsecured note payables to affiliate |
| 9,100,000 | ||||||
(Repayments) borrowings under the lines of credit, net |
(1,800,000 | ) | | |||||
Deferred financing costs |
(4,000 | ) | (950,000 | ) | ||||
Security deposits |
296,000 | 44,000 | ||||||
Proceeds from issuance of common stock |
9,193,000 | 56,030,000 | ||||||
Repurchase of common stock |
(1,860,000 | ) | (185,000 | ) | ||||
Payment of offering costs |
(1,167,000 | ) | (6,131,000 | ) | ||||
Distributions |
(4,226,000 | ) | (3,051,000 | ) | ||||
Net cash provided by financing activities |
123,000 | 125,617,000 | ||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
2,602,000 | 1,818,000 | ||||||
CASH AND CASH EQUIVALENTS Beginning of period |
2,664,000 | 1,694,000 | ||||||
CASH AND CASH EQUIVALENTS End of period |
$ | 5,266,000 | $ | 3,512,000 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
Cash paid for: |
||||||||
Interest |
$ | 8,373,000 | $ | 7,346,000 | ||||
Income taxes |
$ | 97,000 | $ | 11,000 | ||||
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: |
||||||||
Investing Activities: |
||||||||
Accrued capital expenditures |
$ | 35,000 | $ | 46,000 | ||||
Accrued acquisition related expenses |
$ | | $ | 802,000 | ||||
The following represents the increase in certain assets and liabilities
in connection with our acquisitions of operating properties: |
||||||||
Accounts and other receivables |
$ | | $ | 2,000 | ||||
Other assets, net |
$ | | $ | 141,000 | ||||
Accounts payable and accrued liabilities |
$ | | $ | 493,000 | ||||
Security deposits and prepaid rent |
$ | | $ | 521,000 | ||||
Financing Activities: |
||||||||
Issuance of common stock under the DRIP |
$ | 3,327,000 | $ | 2,609,000 | ||||
Distributions declared but not paid |
$ | 826,000 | $ | 826,000 | ||||
Accrued offering costs |
$ | 30,000 | $ | 404,000 | ||||
Receivable for issuance of common stock |
$ | 87,000 | $ | 136,000 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three and Nine Months Ended September 30, 2009 and 2008
For the Three and Nine Months Ended September 30, 2009 and 2008
The use of the words we, us or our refers to Grubb & Ellis Apartment REIT, Inc. and its
subsidiaries, including Grubb & Ellis Apartment REIT Holdings, L.P., except where the context
otherwise requires.
1. Organization and Description of Business
Grubb & Ellis Apartment REIT, Inc., a Maryland corporation, was incorporated on December 21,
2005. We were initially capitalized on January 10, 2006, and therefore, we consider that our date
of inception. We seek to purchase and hold a diverse portfolio of quality apartment communities
with stable cash flows and growth potential in select U.S. metropolitan areas. We may also acquire
real estate-related investments. We focus primarily on investments that produce current income. We
have qualified and elected to be taxed as a real estate investment trust, or REIT, under the
Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes and we
intend to continue to be taxed as a REIT.
We commenced a best efforts initial public offering on July 19, 2006, or our initial offering,
in which we offered 100,000,000 shares of our common stock for $10.00 per share and up to 5,000,000
shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, for $9.50
per share, aggregating up to $1,047,500,000. We terminated our initial offering on July 17, 2009.
As of July 17, 2009, we had received and accepted subscriptions in our initial offering for
15,738,457 shares of our common stock, or $157,218,000, excluding shares of our common stock issued
under the DRIP.
On July 20, 2009, we commenced a best efforts follow-on offering, or our follow-on offering,
in which we are offering to the public up to 105,000,000 shares of our common stock. Our follow-on
offering includes up to 100,000,000 shares of our common stock for sale at $10.00 per share
pursuant to the primary offering and up to 5,000,000 shares of our common stock for sale pursuant
to the DRIP at $9.50 per share, aggregating up to $1,047,500,000. We reserve the right to
reallocate the shares of common stock we are offering between the primary offering and the DRIP. As
of September 30, 2009, we had received and accepted subscriptions in our follow-on offering for
188,408 shares of our common stock, or $1,884,000, excluding shares of our common stock issued
under the DRIP.
We conduct substantially all of our operations through Grubb & Ellis Apartment REIT Holdings,
L.P., or our operating partnership. We are externally advised by Grubb & Ellis Apartment REIT
Advisor, LLC, or our advisor, pursuant to an advisory agreement, as amended and restated, or the
Advisory Agreement, between us and our advisor. Grubb & Ellis Realty Investors, LLC, or Grubb &
Ellis Realty Investors, is the managing member of our advisor. The Advisory Agreement has a one
year term that expires on July 18, 2010 and is subject to successive one year renewals upon the
mutual consent of the parties. Our advisor supervises and manages our day-to-day operations and
selects the real estate and real estate-related investments we acquire, subject to the oversight
and approval of our board of directors. Our advisor also provides marketing, sales and client
services on our behalf. Our advisor is affiliated with us in that we and our advisor have common
officers, some of whom also own an indirect equity interest in our advisor. Our advisor engages
affiliated entities, including Grubb & Ellis Residential Management, Inc., or Residential
Management, and Triple Net Properties Realty, Inc., or Realty, to provide various services to us,
including property management services.
As of September 30, 2009, we owned seven properties in Texas consisting of 2,131 apartment units,
two properties in Georgia consisting of 496 apartment units, two properties in Virginia consisting
of 394 apartment units, one property in Tennessee consisting of 350 apartment units and one
property in North Carolina consisting of 160 apartment units for an aggregate of 13 properties
consisting of 3,531 apartment units, with an aggregate purchase price of $340,530,000.
6
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in
understanding our interim unaudited condensed consolidated financial statements. Such interim
unaudited condensed consolidated financial statements and the accompanying notes thereto are the
representations of our management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of
America, or GAAP, in all material respects, and have been consistently applied in preparing our
accompanying interim unaudited condensed consolidated financial statements.
Basis of Presentation
Our accompanying interim unaudited condensed consolidated financial statements include our
accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating
partnership and any variable interest entities, as defined, in Financial Accounting Standards
Board, or FASB, Accounting Standards Codification, or FASB Codification, Topic 810, Consolidation,
that we have concluded should be consolidated. We operate in an umbrella partnership REIT structure
in which wholly-owned subsidiaries of our operating partnership own all of our properties we
acquire. We are the sole general partner of our operating partnership and as of September 30, 2009
and December 31, 2008, we owned a 99.99% general partnership interest in our operating partnership.
As of September 30, 2009 and December 31, 2008, our advisor owned a 0.01% limited partnership
interest in our operating partnership, and is a special limited partner in our operating
partnership. Our advisor is also entitled to certain special limited partnership rights under the
partnership agreement for our operating partnership. Because we are the sole general partner of our
operating partnership and have unilateral control over its management and major operating
decisions, the accounts of our operating partnership are consolidated in our consolidated financial
statements. All significant intercompany accounts and transactions are eliminated in consolidation.
Interim Financial Data
Our accompanying interim unaudited condensed consolidated financial statements have been
prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United
States Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures
required for annual financial statements have been condensed or excluded pursuant to SEC rules and
regulations. Accordingly, our accompanying interim unaudited condensed consolidated financial
statements do not include all of the information and footnotes required by GAAP for complete
financial statements. Our accompanying interim unaudited condensed consolidated financial
statements reflect all adjustments, which are, in our view, of a normal recurring nature and
necessary for a fair presentation of our financial position, results of operations and cash flows
for the interim period. Interim results of operations are not necessarily indicative of the results
to be expected for the full year; such results may be less favorable. In preparing our accompanying
financial statements, management has evaluated subsequent events through November 12, 2009 (the
financial statement issue date). We believe that although the disclosures contained herein are
adequate to prevent the information presented from being misleading, our accompanying interim
unaudited condensed consolidated financial statements should be read in conjunction with our
audited consolidated financial statements and the notes thereto included in our 2008 Annual Report
on Form 10-K, as filed with the SEC on March 24, 2009.
Segment Disclosure
FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial
and descriptive information about an enterprises reportable segments. We have determined that we
have one reportable segment, with activities related to investing in apartment communities. Our
investments in real estate are geographically diversified and management evaluates operating
performance on an individual property level. However, as each of our apartment communities has
similar economic characteristics, tenants, and products and services, our apartment communities
have been aggregated into one reportable segment for the nine months ended September 30, 2009 and
2008.
7
Table of Contents
Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Recently Issued Accounting Pronouncements
In April 2009, the FASB issued FASB Staff Position, or FSP, Statement of Financial Accounting
Standards, or SFAS, No. 157-4, Determining the Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly, or FSP SFAS No. 157-4 (now contained in FASB Codification Section 820-10-65, Fair Value
Measurements and Disclosures-Overall-Transition and Open Effective Date Information). FSP SFAS No.
157-4 relates to determining fair values when there is no active market or where the price inputs
being used represent distressed sales. It reaffirms what SFAS No. 157, Fair Value Measurements (now
contained in FASB Codification Topic 820, Fair Value Measurements and Disclosures), states is the
objective of fair value measurement to reflect how much an asset would be sold for in an orderly
transaction (as opposed to a distressed or forced transaction) at the date of the financial
statements under current market conditions. Specifically, FSP SFAS No. 157-4 reaffirms the need to
use judgment to ascertain if a formerly active market has become inactive and in determining fair
values when markets have become inactive. We early adopted FSP SFAS No. 157-4 on a prospective
basis on January 1, 2009, which did not have a material impact on our consolidated financial
statements.
In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting Principles Board, or APB,
Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments, or FSP SFAS No.
107-1 and APB Opinion No. 28-1 (now contained in FASB Codification Section 825-10-65, Fair Value
Measurements and Disclosures-Overall-Transition and Open Effective Date Information). FSP SFAS No.
107-1 and APB Opinion No. 28-1 relates to fair value disclosures for any financial instruments that
are not currently reflected on the balance sheet at fair value. Prior to issuing this FSP, fair
values for these assets and liabilities were only disclosed once a year. The FSP now requires these
disclosures on a quarterly basis, providing qualitative and quantitative information about fair
value estimates for all those financial instruments not measured on the balance sheet at fair
value. We early adopted FSP SFAS No. 107-1 and APB Opinion No. 28-1 on a prospective basis on
January 1, 2009, which did not have a material impact on our consolidated financial statements. We
have provided these disclosures in Note 12, Fair Value of Financial Instruments.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events, or SFAS No. 165 (now contained
in FASB Codification Topic 855, Subsequent Events), which establishes general standards of
accounting for and disclosures of events that occur after the balance sheet date but before the
financial statements are issued or available to be issued. In particular, SFAS No. 165 requires
management to disclose the date through which subsequent events have been evaluated and whether
that is the date on which the financial statements were issued or were available to be issued. SFAS
No. 165 is effective prospectively for interim and annual periods ending after June 15, 2009. We
adopted SFAS No. 165 on a prospective basis as of June 30, 2009, which did not have a material
impact on our consolidated financial statements. We have provided the disclosures above in Note 2,
Summary of Significant Accounting Policies Interim Financial Data.
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets an
amendment of FASB Statement No. 140, or SFAS No. 166 (not yet contained in the FASB Codification).
SFAS No. 166 removes the concept of a qualifying special-purpose entity from SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities (now
contained in FASB Codification Topic 860, Transfer and Servicing), and removes the exception from
applying Financial Accounting Standards Board Interpretation, or FIN, No. 46(R), Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, as revised,
or FIN No. 46(R) (now contained in FASB Codification Topic 810, Consolidation). SFAS No. 166 also
clarifies the requirements for isolation and limitations on portions of financial assets that are
eligible for sale accounting. SFAS No. 166 is effective for financial asset transfers occurring
after the beginning of an entitys first fiscal year that begins after November 15, 2009. Early
adoption is prohibited. We will adopt SFAS No. 166 on January 1, 2010. The adoption of SFAS No. 166
is not expected to have a material impact on our consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), or
SFAS No. 167 (not yet contained in the FASB Codification), which amends the consolidation guidance
applicable to variable interest entities, or VIEs. The amendments to the overall consolidation
guidance affect all entities currently within the scope of FIN No. 46(R), as well as qualifying
special-purpose entities that are currently excluded from the scope of FIN No. 46(R). Specifically,
an enterprise will need to reconsider its conclusion regarding whether an entity is a VIE, whether
the enterprise is the VIEs primary beneficiary and what type of financial statement disclosures
are required. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. Early adoption is prohibited. We will adopt SFAS No. 167 on January 1,
2010. The adoption of SFAS No. 167 is not expected to have a material impact on our consolidated
financial statements.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162,
or SFAS No. 168 (now contained in FASB Codification Topic 105, Generally Accepted Accounting
Principles), which became the single source of authoritative GAAP recognized by the FASB to be
applied by non-governmental entities in the preparation of financial statements, except for rules
and interpretive releases of the SEC under authority of federal securities laws, which are sources
of authoritative accounting guidance for SEC registrants. SFAS No. 168 is meant to simplify user
access to all authoritative accounting guidance by reorganizing GAAP pronouncements into roughly 90
accounting topics within a consistent structure; its purpose is not to create new accounting and
reporting guidance. SFAS No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. We adopted SFAS No. 168 as of September 30, 2009,
and the references to GAAP herein have been updated accordingly. The adoption of SFAS No. 168 did
not have a material impact on our consolidated financial statements.
In August 2009, the FASB issued Accounting Standards Update, or ASU, 2009-05, Measuring
Liabilities at Fair Value, or ASU 2009-05. ASU 2009-05 provides guidance on measuring the fair
value of liabilities under FASB Codification Topic 820, Fair Value Measurements and Disclosure.
Specifically, the guidance reaffirms that fair value measurement of a liability assumes the
transfer of a liability to a market participant as of the measurement date, and presumes that the
liability is to continue and is not settled with a counterparty. Further, nonperformance risk does
not change after transfer of the liability. ASU 2009-05 also provides guidance on the valuation
techniques to estimate fair value of a liability in an active and inactive market. ASU 2009-05 is
effective for the first interim or annual reporting period beginning after issuance. We will adopt
ASU 2009-05 on October 1, 2009, which will only apply to the disclosures provided in Note 12, Fair
Value of Financial Instruments. The adoption of ASU 2009-05 is not expected to have a material
impact on our footnote disclosures.
3. Real Estate Investments
We did not complete any acquisitions during the nine months ended September 30, 2009. Our
investments in our consolidated properties consisted of the following as of September 30, 2009 and
December 31, 2008:
September 30, 2009 | December 31, 2008 | |||||||
Land |
$ | 41,926,000 | $ | 41,926,000 | ||||
Land improvements |
22,066,000 | 22,066,000 | ||||||
Building and improvements |
274,111,000 | 273,171,000 | ||||||
Furniture, fixtures and equipment |
10,767,000 | 10,734,000 | ||||||
348,870,000 | 347,897,000 | |||||||
Less: accumulated depreciation |
(21,216,000 | ) | (12,630,000 | ) | ||||
$ | 327,654,000 | $ | 335,267,000 | |||||
Depreciation expense for the three months ended September 30, 2009 and 2008 was $2,911,000 and
$2,575,000, respectively, and for the nine months ended September 30, 2009 and 2008 was $8,675,000
and $6,390,000, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
4. Identified Intangible Assets, Net
Identified intangible assets, net consisted of the following as of September 30, 2009 and
December 31, 2008:
September 30, 2009 | December 31, 2008 | |||||||
In place leases, net of accumulated amortization of $0 and $185,000 as of September 30, 2009
and December 31, 2008, respectively (with a weighted average remaining life of
0 months and 4 months as of September 30, 2009 and December 31, 2008, respectively). |
$ | | $ | 181,000 | ||||
Tenant relationships, net of accumulated amortization of $0 and $69,000 as of September 30, 2009
and December 31, 2008, respectively (with a weighted average remaining life of
0 months and 4 months as of September 30, 2009 and December 31, 2008, respectively). |
| 68,000 | ||||||
$ | | $ | 249,000 | |||||
Amortization expense recorded on the identified intangible assets, net for the three
months ended September 30, 2009 and 2008 was $0 and $589,000, respectively, and for the nine months
ended September 30, 2009 and 2008 was $249,000 and $1,893,000, respectively.
5. Other Assets, Net
Other assets, net consisted of the following as of September 30, 2009 and December 31, 2008:
September 30, 2009 | December 31, 2008 | |||||||
Deferred financing costs, net of accumulated amortization of $476,000 and
$225,000 as of September 30, 2009 and December 31, 2008, respectively |
$ | 1,503,000 | $ | 1,750,000 | ||||
Prepaid expenses and deposits |
509,000 | 598,000 | ||||||
$ | 2,012,000 | $ | 2,348,000 | |||||
Amortization expense recorded on the deferred financing costs for the three months ended
September 30, 2009 and 2008 was $85,000 and $156,000, respectively, and for the nine months ended
September 30, 2009 and 2008 was $251,000 and $636,000, respectively.
6. Mortgage Loan Payables, Net and Unsecured Note Payables to Affiliate
Mortgage Loan Payables, Net
Mortgage loan payables were $218,201,000 ($217,506,000, net of discount) and $218,510,000
($217,713,000, net of discount) as of September 30, 2009 and December 31, 2008, respectively. As of
September 30, 2009, we had 10 fixed rate and three variable rate mortgage loans with effective
interest rates ranging from 2.49% to 5.94% per annum and a weighted average effective interest rate
of 4.72% per annum. As of September 30, 2009, we had $157,201,000 ($156,506,000, net of discount)
of fixed rate debt, or 72.0% of mortgage loan payables, at a weighted average interest rate of
5.58% per annum and $61,000,000 of variable rate debt, or 28.0% of mortgage loan payables, at a
weighted average effective interest rate of 2.51% per annum. As of December 31, 2008, we had 10
fixed rate mortgage loans and three variable rate mortgage loans with effective interest rates
ranging from 2.61% to 5.94% per annum and a weighted average effective interest rate of 4.76% per
annum. As of December 31, 2008, we had $157,510,000 ($156,713,000, net of discount) of fixed rate
debt, or 72.1% of mortgage loan payables, at a weighted average interest rate of 5.58% per annum
and $61,000,000 of variable rate debt, or 27.9% of mortgage loan payables, at a weighted average
effective interest rate of 2.64% per annum.
We are required by the terms of the applicable loan documents to meet certain financial
covenants, such as minimum net worth and liquidity amounts, and reporting requirements. As of
September 30, 2009 and December 31, 2008, we were in compliance with all such requirements. Most of
the mortgage loan payables may be prepaid in whole but not in part, subject to prepayment premiums.
In the event of prepayment, the amount of the prepayment premium will be paid according to the
terms of the applicable loan document. All but two of our mortgage loan payables have monthly
interest-only payments. The mortgage loan payables associated with Residences at Braemar and Towne
Crossing Apartments have monthly principal and interest payments.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Mortgage loan payables, net consisted of the following as of September 30, 2009 and December
31, 2008:
Property | Interest Rate | Maturity Date | September 30, 2009 | December 31, 2008 | ||||||||||||
Fixed Rate Debt: |
||||||||||||||||
Hidden Lake Apartment Homes |
5.34 | % | 01/11/17 | $ | 19,218,000 | $ | 19,218,000 | |||||||||
Walker Ranch Apartment Homes |
5.36 | % | 05/11/17 | 20,000,000 | 20,000,000 | |||||||||||
Residences at Braemar |
5.72 | % | 06/01/15 | 9,395,000 | 9,513,000 | |||||||||||
Park at Northgate |
5.94 | % | 08/01/17 | 10,295,000 | 10,295,000 | |||||||||||
Baypoint Resort |
5.94 | % | 08/01/17 | 21,612,000 | 21,612,000 | |||||||||||
Towne Crossing Apartments |
5.04 | % | 11/01/14 | 14,855,000 | 15,046,000 | |||||||||||
Villas of El Dorado |
5.68 | % | 12/01/16 | 13,600,000 | 13,600,000 | |||||||||||
The Heights at Olde Towne |
5.79 | % | 01/01/18 | 10,475,000 | 10,475,000 | |||||||||||
The Myrtles at Olde Towne |
5.79 | % | 01/01/18 | 20,100,000 | 20,100,000 | |||||||||||
Arboleda Apartments |
5.36 | % | 04/01/15 | 17,651,000 | 17,651,000 | |||||||||||
157,201,000 | 157,510,000 | |||||||||||||||
Variable Rate Debt: |
||||||||||||||||
Creekside Crossing |
2.49 | %* | 07/01/15 | 17,000,000 | 17,000,000 | |||||||||||
Kedron Village |
2.51 | %* | 07/01/15 | 20,000,000 | 20,000,000 | |||||||||||
Canyon Ridge Apartments |
2.54 | %* | 10/01/15 | 24,000,000 | 24,000,000 | |||||||||||
61,000,000 | 61,000,000 | |||||||||||||||
Total fixed and variable rate debt |
218,201,000 | 218,510,000 | ||||||||||||||
Less: discount |
(695,000 | ) | (797,000 | ) | ||||||||||||
Mortgage loan payables, net |
$ | 217,506,000 | $ | 217,713,000 | ||||||||||||
* | Represents the interest rate in effect as of September 30, 2009. In addition, pursuant to the terms of the related loan documents, the maximum variable interest rate allowable is capped at a rate ranging from 6.50% to 6.75% per annum. |
The principal payments due on our mortgage loan payables as of September 30, 2009 for the
three months ending December 31, 2009, and for each of the next four years ending December 31 and
thereafter, is as follows:
Year | Amount | |||
2009 |
$ | 106,000 | ||
2010 |
$ | 588,000 | ||
2011 |
$ | 701,000 | ||
2012 |
$ | 734,000 | ||
2013 |
$ | 1,189,000 | ||
Thereafter |
$ | 214,883,000 |
Unsecured Note Payables to Affiliate
The unsecured note payables to NNN Realty Advisors, Inc., or NNN Realty Advisors, a
wholly-owned subsidiary of Grubb & Ellis Company, or our sponsor, are evidenced by unsecured
promissory notes, which bear interest at a fixed rate and require monthly interest-only payments
for the terms of the unsecured note payables to affiliate. As of September 30, 2009 and December
31, 2008, the outstanding principal amount under the unsecured note payables to affiliate was
$9,100,000 as follows:
Date of Note | Amount | Maturity Date | Interest Rate | |||||||||
06/27/08 | $ | 3,700,000 | 11/10/09 | * | 8.43 | % | ||||||
09/15/08 | $ | 5,400,000 | 12/15/09 | * | 8.26 | % |
* | On November 10, 2009, we entered into a consolidated unsecured promissory note, or the Consolidated Promissory Note, with NNN Realty Advisors whereby we cancelled the promissory notes dated June 27, 2008 and September 15, 2008, and consolidated the outstanding principal balances of the cancelled promissory notes into the Consolidated Promissory Note, which will mature on January 1, 2011. See Note 15, Subsequent Events Consolidation of Unsecured Note Payables to Affiliate, for further discussion. |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Because these loans are related party loans, the terms of the loans and the unsecured notes,
including any extensions or consolidation thereof, were approved by our board of directors,
including a majority of our independent directors, and were deemed fair, competitive and
commercially reasonable by our board of directors.
On March 18, 2009, we received a letter from NNN Realty Advisors expressing its intent to
renew the unpaid balance of the unsecured note payables if any such amounts remain unpaid as of the
related maturity dates, so long as our net equity proceeds from our initial offering and our
follow-on offering, or our offerings, less funds to conduct our operations, are first applied
toward the payoff of our loan in the principal amount of up to $10,000,000 with Wachovia Bank,
National Association, or Wachovia, or the Wachovia Loan, and then to NNN Realty Advisors.
7. Line of Credit
Wachovia Loan
On November 1, 2007, we entered into a loan agreement with Wachovia, or the Wachovia Loan
Agreement, for the Wachovia Loan, which had a maturity date of November 1, 2008. We also entered
into a Pledge Agreement with Wachovia to initially secure the Wachovia Loan with (i) a pledge of
49.0% of our partnership interests in Apartment REIT Walker Ranch, L.P., Apartment REIT Hidden
Lakes, L.P. and Apartment REIT Towne Crossing, LP, and (ii) 100% of our partnership interests in
Apartment REIT Park at North Gate, L.P. We also agreed that we would pledge as security 100% of our
ownership interests in our subsidiaries that have acquired or will acquire properties in the future
if financed in part by the Wachovia Loan. Accrued interest under the Wachovia Loan was to be paid
monthly and at maturity. Advances under the Wachovia Loan were to bear interest at the applicable
LIBOR Rate plus a spread, as defined in the Wachovia Loan Agreement.
On December 21, 2007, March 31, 2008, June 26, 2008 and September 15, 2008, we entered into
amendments to the Wachovia Loan Agreement and Pledge Agreement, in connection with our borrowings
under the Wachovia Loan to finance our acquisitions of (i) The Heights at Olde Towne and The
Myrtles at Olde Towne; (ii) Arboleda Apartments; (iii) Creekside Crossing and Kedron Village; and
(iv) Canyon Ridge Apartments, respectively. The material terms of the amendments: (i) grant a
security interest in 100% of the Class B membership interests held by our operating partnership in
each of our respective subsidiaries which acquired our properties, which constitute a 49.0%
interest in each subsidiary; (ii) waive the requirement of pledging as security 100% of our
ownership interests in our subsidiaries that have acquired properties using financing from the
Wachovia Loan and (iii) temporarily extended the aggregate principal amount available under the
Wachovia Loan to $16,250,000 and $16,000,000 for the acquisition of Arboleda Apartments and the
acquisitions of Creekside Crossing and Kedron Village, respectively. The material terms of the
amendment to the Wachovia Loan Agreement entered into on September 15, 2008 also provided for an
extension of the maturity date of the Wachovia Loan to November 1, 2009, at Wachovias sole and
absolute discretion, in the event the outstanding principal amount of the Wachovia Loan was less
than or equal to $6,000,000 on November 1, 2008, certain financial covenants and requirements were
met and upon our payment of a $100,000 extension fee. On October 30, 2008, Wachovia extended the
maturity date of the Wachovia Loan to November 1, 2009.
On August 31, 2009, we entered into a fifth amendment to and waiver of the Wachovia Loan
Agreement, or the Wachovia Fifth Amendment. In connection with the Wachovia Fifth Amendment, we
amended certain mandatory prepayment provisions of the Wachovia Loan Agreement; obtained a waiver
with respect to the mandatory prepayments required to be made prior to the Wachovia Fifth Amendment
under the Wachovia Loan Agreement; and redefined certain defined terms of the Wachovia Loan
Agreement. In addition, pursuant to the terms of the Wachovia Fifth Amendment, we paid a mandatory
installment principal payment in the amount of $500,000 prior to the Wachovia Fifth Amendment
effective date of August 31, 2009.
We were required by the terms of the Wachovia Loan Agreement, as amended, and applicable loan
documents, to meet certain covenants and reporting requirements. As of September 30, 2009 and
December 31, 2008, we were in compliance with all such requirements, or obtained waivers for any
instances of non-compliance. As of
September 30, 2009 and December 31, 2008, the outstanding principal amount under the Wachovia
Loan was $1,400,000 and $3,200,000, respectively, at a variable interest rate of 5.78% and 6.94%
per annum, respectively. See Note 15, Subsequent Events Repayment of the Wachovia Loan, for a
further discussion.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
8. Commitments and Contingencies
Litigation
We are not presently subject to any material litigation nor, to our knowledge, is any material
litigation threatened against us, which if determined unfavorably to us, would have a material
adverse effect on our consolidated financial position, results of operations or cash flows.
Environmental Matters
We follow a policy of monitoring our properties for the presence of hazardous or toxic
substances. While there can be no assurance that a material environmental liability does not exist
at our properties, we are not currently aware of any environmental liability with respect to our
properties that would have a material effect on our consolidated financial position, results of
operations or cash flows. Further, we are not aware of any environmental liability or any
unasserted claim or assessment with respect to an environmental liability that we believe would
require additional disclosure or the recording of a loss contingency.
Other Organizational and Offering Expenses
Our other organizational and offering expenses incurred during our initial offering are being
paid by our advisor or its affiliates on our behalf. These other organizational and offering
expenses include all expenses (other than selling commissions and the marketing support fee, which
generally represented 7.0% and 2.5% of our gross offering proceeds, respectively) to be paid by us
in connection with our initial offering. These expenses only became our liability to the extent
these other organizational and offering expenses did not exceed 1.5% of the gross offering proceeds
from the sale of shares of our common stock in our initial offering. As December 31, 2008, our
advisor and its affiliates incurred expenses of $3,751,000 in excess of 1.5% of the gross proceeds
of our initial offering, and therefore, these expenses are not recorded in our accompanying
condensed consolidated financial statements as of December 31, 2008. On July 17, 2009, we
terminated our initial offering, and since we are no longer raising additional proceeds from our
initial offering, we are not required to reimburse our advisor or its affiliates for any additional
other organizational and offering expenses incurred in connection with our initial offering.
Our other organizational and offering expenses incurred in connection with our follow-on
offering are initially paid by our advisor or its affiliates on our behalf. These other
organizational and offering expenses include all expenses (other than selling commissions and the
dealer manager fee, which generally represent 7.0% and 3.0% of our gross offering proceeds,
respectively) to be paid by us in connection with our follow-on offering. These expenses will only
become our liability to the extent these other organizational and offering expenses do not exceed
1.0% of the gross offering proceeds from the sale of shares of our common stock in our follow-on
offering. As of September 30, 2009, our advisor and its affiliates have incurred expenses of
$1,284,000 in excess of 1.0% of the gross proceeds of our follow-on offering, and therefore, these
expenses are not recorded in our accompanying condensed consolidated financial statements as of
September 30, 2009. To the extent we raise additional funds from our follow-on offering, these
amounts may become our liability.
When recorded by us, other organizational expenses will be expensed as incurred, and offering
expenses will be deferred and charged to stockholders equity as such amounts are reimbursed to our
advisor or its affiliates from the gross proceeds of our offerings. See Note 9, Related Party
Transactions Offering Stage, for a further discussion of other organizational and offering
expenses.
Other
Our other commitments and contingencies include the usual obligations of real estate owners
and operators in the normal course of business. In our view, these matters are not expected to have
a material adverse effect on our consolidated financial position, results of operations or cash
flows.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
9. Related Party Transactions
Fees and Expenses Paid to Affiliates
Some of our executive officers and our non-independent directors are also executive officers
and employees and/or holders of a direct or indirect interest in our advisor, our sponsor, Grubb &
Ellis Realty Investors, or other affiliated entities. Upon the effectiveness of our initial
offering, we entered into a dealer manager agreement with Grubb & Ellis Securities, Inc., or Grubb
& Ellis Securities, or our dealer manager, which terminated on July 17, 2009, in connection with
the termination of our initial offering. On June 22, 2009, we entered into a new dealer manager
agreement with our dealer manager for our follow-on offering, which we commenced July 20, 2009. Our
sponsor is the parent company of Grubb & Ellis Securities. These agreements, along with the
Advisory Agreement, entitle our advisor, our dealer manager and their affiliates to specified
compensation for certain services, as well as reimbursement of certain expenses, related to our
offerings. In the aggregate, for the three months ended September 30, 2009 and 2008, we incurred
$1,675,000 and $4,778,000, respectively, and for the nine months ended September 30, 2009 and 2008,
we incurred $5,172,000 and $14,185,000, respectively, to our advisor or its affiliates as detailed
below.
Offering Stage
Selling Commissions
Initial Offering
Pursuant to our initial offering, our dealer manager received selling commissions of up to
7.0% of the gross offering proceeds from the sale of shares of our common stock in our initial
offering, other than shares of our common stock sold pursuant to the DRIP. Our dealer manager
re-allowed all or a portion of these fees to participating broker-dealers. For the three months
ended September 30, 2009 and 2008, we incurred $30,000 and $1,218,000, respectively, and for the
nine months ended September 30, 2009 and 2008, we incurred $513,000 and $3,848,000, respectively,
in selling commissions to our dealer manager. Such selling commissions were charged to
stockholders equity as such amounts were reimbursed to our dealer manager from the gross proceeds
of our initial offering.
Follow-on offering
Pursuant to our follow-on offering, our dealer manager receives selling commissions of up to
7.0% of the gross offering proceeds from the sale of shares of our common stock in our follow-on
offering, other than shares of our common stock sold pursuant to the DRIP. Our dealer manager may
re-allow all or a portion of these fees to participating broker-dealers. For the three and nine
months ended September 30, 2009, we incurred $131,000 in selling commissions to our dealer manager.
Such selling commissions are charged to stockholders equity as such amounts are reimbursed to our
dealer manager from the gross proceeds of our follow-on offering.
Initial Offering Marketing Support Fees and Due Diligence Expense Reimbursements and Follow-On
Offering Dealer Manager Fees
Initial Offering
Pursuant to our initial offering, our dealer manager received non-accountable marketing
support fees of up to 2.5% of the gross offering proceeds from the sale of shares of our common
stock in our initial offering, other than shares of our common stock sold pursuant to the DRIP. Our
dealer manager re-allowed a portion up to 1.5% of the gross offering proceeds for non-accountable
marketing fees to participating broker-dealers. In addition, we reimbursed our dealer manager or
its affiliates an additional 0.5% of the gross offering proceeds from the sale of shares of our
common stock in our initial offering, other than shares of our common stock sold pursuant to the
DRIP, as reimbursements for accountable bona fide due diligence expenses. Our dealer manager or its
affiliates re-allowed all or a portion of these reimbursements up to 0.5% of the gross offering
proceeds to participating broker-dealers for accountable bona fide due diligence expenses. For the
three months ended September 30, 2009 and 2008, we incurred $11,000 and $449,000, respectively, and
for the nine months ended September 30, 2009 and 2008, we incurred $181,000 and $1,425,000,
respectively, in marketing support fees and due diligence expense reimbursements to our dealer
manager or its affiliates. Such fees and reimbursements were charged to stockholders equity as
such amounts were reimbursed to our dealer manager or its affiliates from the gross proceeds of our
initial offering.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Follow-On Offering
Pursuant to our follow-on offering, our dealer manager receives a dealer manager fee of up to
3.0% of the gross offering proceeds from the shares of common stock sold pursuant to our follow-on
offering, other than shares of our common stock sold pursuant to the DRIP. Our dealer manager may
re-allow all or a portion of the dealer manager fee to participating broker-dealers. For the three
and nine months ended September 30, 2009, we incurred $56,000 in dealer manager fees to our dealer
manager or its affiliates. Such fees and reimbursements are charged to stockholders equity as such
amounts are reimbursed to our dealer manager or its affiliates from the gross proceeds of our
follow-on offering.
Other Organizational and Offering Expenses
Initial Offering
Our other organizational and offering expenses for our initial offering are paid by our
advisor or its affiliates on our behalf. Our advisor or its affiliates were reimbursed for actual
expenses incurred up to 1.5% of the gross offering proceeds from the sale of shares of our common
stock in our initial offering, other than shares of our common stock sold pursuant to the DRIP. For
the three months ended September 30, 2009 and 2008, we incurred $7,000 and $271,000, respectively,
and for the nine months ended September 30, 2009 and 2008, we incurred $110,000 and $839,000,
respectively, in offering expenses to our advisor and its affiliates. Other organizational expenses
were expensed as incurred, and offering expenses were charged to stockholders equity as such
amounts were reimbursed to our advisor or its affiliates from the gross proceeds of our initial
offering.
Follow-On Offering
Our other organizational and offering expenses for our follow-on offering are paid by our
advisor or its affiliates on our behalf. Our advisor or its affiliates are reimbursed for actual
expenses incurred up to 1.0% of the gross offering proceeds from the sale of shares of our common
stock in our follow-on offering, other than shares of our common stock sold pursuant to the DRIP.
For the three and nine months ended September 30, 2009, we incurred $19,000 in offering expenses to
our advisor and its affiliates. Other organizational expenses are expensed as incurred, and
offering expenses are charged to stockholders equity as such amounts are reimbursed to our advisor
or its affiliates from the gross proceeds of our follow-on offering.
Acquisition and Development Stage
Acquisition Fee
Our advisor or its affiliates receive, as compensation for services rendered in connection
with the investigation, selection and acquisition of properties, an acquisition fee of up to 3.0%
of the contract purchase price for each property acquired or up to 4.0% of the total development
cost of any development property acquired, as applicable. Additionally, effective July 17, 2009,
our advisor or its affiliates receive a 2.0% origination fee as compensation for any real
estate-related investment we acquire. For the three months ended September 30, 2009 and 2008, we
incurred $0 and $1,082,000, respectively, and for the nine months ended September 30, 2009 and
2008, we incurred $0 and $3,609,000, respectively, in acquisition fees to our advisor or its
affiliates. For the three and nine months ended September 30, 2009, acquisition fees in connection
with the acquisition of properties were expensed as incurred in accordance with FASB Codification
Topic 805, Business Combinations, and included in general and administrative in our accompanying
condensed consolidated statements of operations. For the three and nine months ended September 30,
2008, acquisition fees in connection with the acquisition of properties were capitalized as part of
the purchase price allocations.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Reimbursement of Acquisition Expenses
Our advisor or its affiliates are reimbursed for acquisition expenses related to selecting,
evaluating, acquiring and investing in properties. Until July 17, 2009, acquisition expenses,
excluding amounts paid to third parties, were not to exceed 0.5% of the contract purchase price of
our properties. The reimbursement of acquisition expenses, acquisition fees and real estate
commissions paid to unaffiliated parties will not exceed, in the aggregate, 6.0% of the purchase
price or total development costs, unless fees in excess of such limits are approved by a majority
of our disinterested independent directors. Effective July 17, 2009, our advisor or its affiliates
are reimbursed for all acquisition expenses actually incurred related to selecting, evaluating and
acquiring assets, which will be paid regardless of whether an asset is acquired, subject to the
aggregate 6.0% limit on reimbursement of acquisition expenses, acquisition fees and real estate
commissions paid to unaffiliated parties.
For the three months ended September 30, 2009 and 2008, we incurred $0 and $1,000,
respectively, and for the nine months ended September 30, 2009 and 2008, we incurred $0 and $4,000,
respectively, for such expenses to our advisor and its affiliates, excluding amounts our advisor
and its affiliates paid directly to third parties. For the three and nine months ended September
30, 2009, acquisition expenses were expensed as incurred in accordance with FASB Codification Topic
805, Business Combinations, and included in general and administrative in our accompanying
condensed consolidated statements of operations. For the three and nine months ended September 30,
2008, acquisition expenses were capitalized as part of the purchase price allocations.
Operational Stage
Asset Management Fee
Pursuant to the Advisory Agreement, until November 1, 2008, our advisor or its affiliates
received a monthly fee for services rendered in connection with the management of our assets in an
amount that equaled one-twelfth of 1.0% of our average invested assets calculated as of the close
of business on the last day of each month, subject to our stockholders receiving annualized
distributions in an amount equal to at least 5.0% per annum, cumulative, non-compounded, on average
invested capital. The asset management fee was calculated and payable monthly in cash or shares of
our common stock, at the option of our advisor, not to exceed one-twelfth of 1.0% of our average
invested assets as of the last day of the immediately preceding quarter.
Effective November 1, 2008, we reduced the monthly asset management fee our advisor or its
affiliates are entitled to receive from us in connection with the management of our assets from
one-twelfth of 1.0% of our average invested assets to one-twelfth of 0.5% of our average invested
assets. The asset management fee is calculated and payable monthly in cash or shares of our common
stock, at the option of our advisor, not to exceed one-twelfth of 0.5% of our average invested
assets as of the last day of the immediately preceding quarter. Furthermore, effective January 1,
2009, no asset management fee is due or payable to our advisor or its affiliates until the quarter
following the quarter in which we generate funds from operations, or FFO, excluding non-recurring
charges, sufficient to cover 100% of the distributions declared to our stockholders for such
quarter.
For the three months ended September 30, 2009 and 2008, we incurred $0 and $778,000,
respectively, and for the nine months ended September 30, 2009 and 2008, we incurred $0 and
$1,982,000, respectively, in asset management fees to our advisor and its affiliates, which is
included in general and administrative in our accompanying condensed consolidated statements of
operations.
Property Management Fee
Our advisor or its affiliates are paid a monthly property management fee of up to 4.0% of the
monthly gross cash receipts from any property managed for us. For the three months ended September
30, 2009 and 2008, we incurred property management fees of $277,000 and $304,000, respectively, and
for the nine months ended September 30, 2009 and 2008, we incurred $813,000 and $838,000,
respectively, to our advisor and its affiliate, which is included in rental expenses in our
accompanying condensed consolidated statements of operations.
On-site Personnel Payroll
For the three months ended September 30, 2009 and 2008, Residential Management incurred
payroll for on-site personnel on our behalf of $970,000 and $583,000, respectively, and for the
nine months ended September 30, 2009 and 2008, Residential Management incurred payroll for on-site
personnel on our behalf of $2,869,000 and $1,368,000, respectively, which is included in rental
expenses in our accompanying condensed consolidated statements of operations.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Operating Expenses
We reimburse our advisor or its affiliates for operating expenses incurred in rendering
services to us, subject to certain limitations on our operating expenses. However, we cannot
reimburse our advisor or its affiliates for operating expenses that exceed the greater of: (i) 2.0%
of our average invested assets, as defined in the Advisory Agreement, or (ii) 25.0% of our net
income, as defined in the Advisory Agreement, unless our independent directors determine that such
excess expenses were justified based on unusual and non-recurring factors. For the 12 months ended
September 30, 2009, our operating expenses did not exceed this limitation. Our operating expenses
as a percentage of average invested assets and as a percentage of net income were 0.5% and 31.8%,
respectively, for the 12 months ended September 30, 2009.
For the three months ended September 30, 2009 and 2008, Grubb & Ellis Realty Investors
incurred operating expenses on our behalf of $8,000 and $21,000, respectively, and for the nine
months ended September 30, 2009 and 2008, Grubb & Ellis Realty Investors incurred operating
expenses on our behalf of $17,000 and $128,000, respectively, which is included in general and
administrative in our accompanying condensed consolidated statements of operations.
Compensation for Additional Services
Our advisor or its affiliates are paid for services performed for us other than those required
to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of
compensation for these services must be approved by a majority of our board of directors, including
a majority of our independent directors, and cannot exceed an amount that would be paid to
unaffiliated third parties for similar services.
We entered into a services agreement, effective January 1, 2008, or the Services Agreement,
with Grubb & Ellis Realty Investors for subscription agreement processing and investor services.
The Services Agreement had an initial one year term and is automatically renewed for successive one
year terms. Since Grubb & Ellis Realty Investors is the managing member of our advisor, the terms
of the Services Agreement were approved and determined by a majority of our directors, including a
majority of our independent directors, as fair and reasonable to us and at fees charged to us in an
amount no greater than that which would be paid to an unaffiliated third party for similar
services. The Services Agreement requires Grubb & Ellis Realty Investors to provide us with a 180
day advance written notice for any termination, while we have the right to terminate upon 30 days
advance written notice.
For the three months ended September 30, 2009 and 2008, we incurred $12,000 and $9,000,
respectively, and for the nine months ended September 30, 2009 and 2008, we incurred $55,000 and
$36,000, respectively, for investor services that Grubb & Ellis Realty Investors provided to us,
which is included in general and administrative in our accompanying condensed consolidated
statements of operations.
For the three months ended September 30, 2009 and 2008, our advisor and its affiliates
incurred $3,000 and $11,000, respectively, and for the nine months ended September 30, 2009 and
2008, our advisor and its affiliates incurred $16,000 and $34,000, respectively, in subscription
agreement processing that Grubb & Ellis Realty Investors provided to us. As an other organizational
and offering expense, these subscription agreement processing expenses will only become our
liability to the extent other organizational and offering expenses do not exceed 1.5% and 1.0% of
the gross proceeds of our initial offering and our follow-on offering, respectively.
For the three months ended September 30, 2009 and 2008, we incurred $0 and $4,000,
respectively, and for the nine months ended September 30, 2009 and 2008, we incurred $7,000 and
$4,000, respectively, for tax services that Grubb & Ellis Realty Investors provided to us, which is
also included in general and administrative in our accompanying condensed consolidated statements
of operations.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Liquidity Stage
Disposition Fees
Our advisor or its affiliates will be paid for services relating to the sale of one or more
properties, a disposition fee equal to the lesser of 1.75% of the contract sales price or 50.0% of
a customary competitive real estate commission given the circumstances surrounding the sale, as
determined by our board of directors, which will not exceed market norm. Until July 17, 2009, such
fee was not to exceed an amount equal to 3.0% of the contracted for sales price; such limitation
was removed effective July 17, 2009. The amount of disposition fees paid, plus any real estate
commissions paid to unaffiliated parties, will not exceed the lesser of a customary competitive
real estate disposition fee given the circumstances surrounding the sale or an amount equal to 6.0%
of the contract sales price. For the three and nine months ended September 30, 2009 and 2008, we
did not incur such disposition fees.
Incentive Distribution upon Sales
In the event of liquidation, our advisor will be paid an incentive distribution equal to 15.0%
of net sales proceeds from any disposition of a property after subtracting (i) the amount of
capital we invested in our operating partnership; (ii) an amount equal to an annual 8.0%
cumulative, non-compounded return on such invested capital; and (iii) any shortfall with respect to
the overall annual 8.0% cumulative, non-compounded return on the capital invested in our operating
partnership. Actual amounts to be received depend on the sale prices of properties upon
liquidation. For the three and nine months ended September 30, 2009 and 2008, we did not incur such
distributions.
Incentive Distribution upon Listing
In the event of a termination of the Advisory Agreement upon the listing of shares of our
common stock on a national securities exchange, our advisor will be paid an incentive distribution
equal to 15.0% of the amount, if any, by which the market value of our outstanding stock plus
distributions paid by us prior to listing, exceeds the sum of the amount of capital we invested in
our operating partnership plus an annual 8.0% cumulative, non-compounded return on such invested
capital. Actual amounts to be received depend upon the market value of our outstanding stock at the
time of listing among other factors. Upon our advisors receipt of such incentive distribution, our
advisors special limited partnership units will be redeemed and our advisor will not be entitled
to receive any further incentive distributions upon sale of our properties. For the three and nine
months ended September 30, 2009 and 2008, we did not incur such distributions.
Fees Payable upon Internalization of the Advisor
In the event of a termination of the Advisory Agreement due to an internalization of our
advisor in connection with our conversion to a self-administered REIT, our advisor will be paid a
fee determined by negotiation between our advisor and our independent directors. Upon our advisors
receipt of such compensation, our advisors special limited partnership units will be redeemed and
our advisor will not be entitled to receive any further incentive distributions upon the sale of
our properties. For the three and nine months ended September 30, 2009 and 2008, we did not incur
such fees.
Accounts Payable Due to Affiliates, Net
The following amounts were outstanding to affiliates as of September 30, 2009 and December 31,
2008:
Entity | Fee | September 30, 2009 | December 31, 2008 | |||||||||
Grubb & Ellis Realty Investors |
Operating Expenses | $ | 22,000 | $ | 10,000 | |||||||
Grubb & Ellis Realty Investors |
Offering Costs | 25,000 | 157,000 | |||||||||
Grubb & Ellis Realty Investors |
Acquisition Related Expenses | | 1,000 | |||||||||
Grubb & Ellis Securities |
Selling Commissions, Marketing Support Fees and Dealer Manager Fees | 5,000 | 30,000 | |||||||||
Residential Management |
Property Management Fees | 92,000 | 85,000 | |||||||||
Realty |
Asset Management Fees | | 581,000 | |||||||||
$ | 144,000 | $ | 864,000 | |||||||||
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Unsecured Note Payables to Affiliate
For the three months ended September 30, 2009 and 2008, we incurred $154,000 and $58,000,
respectively, and for the nine months ended September 30, 2009 and 2008, we incurred $401,000 and
$104,000, respectively, in interest expense to NNN Realty Advisors. See Note 6, Mortgage Loan
Payables, Net and Unsecured Note Payables to Affiliate Unsecured Note Payables to Affiliate, for
a further discussion.
10. Redeemable Special Limited Partnership Interest
Upon a termination of the Advisory Agreement, in connection with any event other than the
listing of shares of our common stock on a national securities exchange or a national market system
or the internalization of our advisor in connection with our conversion to a self-administered
REIT, our advisors special limited partnership interest may be redeemed by us (as the general
partner of our operating partnership) for a redemption price equal to the amount of the incentive
distribution that our advisor would have received upon property sales as discussed in further
detail in Note 9, Related Party Transactions Liquidity Stage, as if our operating partnership
immediately sold all of its properties for their fair market value. Such incentive distribution is
payable in cash or in shares of our common stock or in units of limited partnership interest in our
operating partnership, if agreed to by us and our advisor, except that our advisor is not permitted
to elect to receive shares of our common stock to the extent that doing so would cause us to fail
to qualify as a REIT. We recognize any changes in the redemption value as they occur and adjust the
carrying value of the special limited partnership interest as of each balance sheet date. As of
September 30, 2009 and December 31, 2008, we have not recorded any redemption amounts as the
redemption value of the special limited partnership interest was $0.
11. Equity
Common Stock
On January 10, 2006, our advisor purchased 22,223 shares of our common stock for a total cash
consideration of $200,000 and was admitted as our initial stockholder. Through September 30, 2009,
we had granted an aggregate of 14,000 shares of restricted common stock to our independent
directors pursuant to the terms and conditions of our 2006 Incentive Award Plan, 2,800 of which had
been forfeited through September 30, 2009. Through September 30, 2009, we had issued an aggregate
of 15,738,457 shares of our common stock in connection with our initial offering, 188,408 shares of
our common stock in connection with our follow-on offering and 884,822 shares of our common stock
under the DRIP, and we had also repurchased 276,983 shares of our common stock under our share
repurchase plan. As of September 30, 2009 and December 31, 2008, we had 16,568,127 and 15,488,810
shares, respectively, of our common stock outstanding.
Through July 17, 2009, we were offering and selling to the public up to 100,000,000 shares of
our $0.01 par value common stock for $10.00 per share and up to 5,000,000 shares of our $0.01 par
value common stock to be issued pursuant to the DRIP at $9.50 per share in our initial offering. On
July 20, 2009, we commenced a best efforts follow-on offering through which we are offering for
sale to the public 105,000,000 shares of our common stock. Our follow-on offering includes up to
100,000,000 shares of our common stock to be offered for sale at $10.00 per share and up to
5,000,000 shares of our common stock to be offered for sale pursuant to the DRIP at $9.50 per
share, aggregating up to $1,047,500,000. Our charter authorizes us to issue 300,000,000 shares of
our common stock.
Preferred Stock
Our charter authorizes us to issue 50,000,000 shares of our $0.01 par value preferred stock.
As of September 30, 2009 and December 31, 2008, no shares of preferred stock were issued and
outstanding.
Noncontrolling Interest
As of September 30, 2009 and December 31, 2008, we owned a 99.99% general partnership interest
in our operating partnership and our advisor owned a 0.01% limited partnership interest in our
operating partnership. As such, 0.01% of the earnings of our operating partnership are allocated to
noncontrolling interest.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Distribution Reinvestment Plan
We adopted the DRIP, which allows stockholders to purchase additional shares of our common
stock through reinvestment of distributions, subject to certain conditions. We registered and
reserved 5,000,000 shares of our common stock for sale pursuant to the DRIP in our initial offering
and in our follow-on offering. For the three months ended September 30, 2009 and 2008, $1,052,000
and $1,044,000, respectively, in distributions were reinvested and 110,696 and 109,885 shares of
our common stock, respectively, were issued under the DRIP. For the nine months ended September 30,
2009 and 2008, $3,327,000 and $2,609,000, respectively, in distributions were reinvested and
350,131 and 274,629 shares of our common stock, respectively, were issued under the DRIP. As of
September 30, 2009 and December 31, 2008, a total of $8,407,000 and $5,080,000, respectively, in
distributions were reinvested and 884,822 and 534,691 shares of our common stock, respectively,
were issued under the DRIP.
Share Repurchase Plan
Our board of directors has approved a share repurchase plan. On April 21, 2006, we received
SEC exemptive relief from rules restricting issuer purchases during distributions. The share
repurchase plan allows for share repurchases by us upon request by stockholders when certain
criteria are met by requesting stockholders. Share repurchases are made at the sole discretion of
our board of directors. Funds for the repurchase of shares of our common stock come exclusively
from the proceeds we receive from the sale of shares of our common stock under the DRIP.
Our board of directors adopted and approved certain amendments to our share repurchase plan,
which became effective August 25, 2008. The primary purpose of the amendments is to provide
stockholders with the opportunity to have their shares of our common stock redeemed, at the sole
discretion of our board of directors, during the period we are engaged in a public offering at
increasing prices based upon the period of time the shares of common stock have been continuously
held. Under the amended share repurchase plan, redemption prices range from $9.25, or 92.5% of the
price paid per share, following a one year holding period to an amount equal to not less than 100%
of the price paid per share following a four year holding period. Under the previous share
repurchase plan, stockholders could only request to have their shares of our common stock redeemed
at $9.00 per share during the period we would have been engaged in a public offering.
On September 30, 2009, our board of directors approved an amendment and restatement of our
share repurchase plan, or the Amended and Restated Share Repurchase Plan, to clarify the criteria
that we will use to determine a qualifying disability, as such term is used in the Amended and
Restated Share Repurchase Plan. In addition, the Amended and Restated Share Repurchase Plan
provides that, in order to effect the repurchase of shares of our common stock held for less than
one year due to the death of a stockholder or a stockholder with a qualifying disability, we must
receive the written notice within one year after the death of the stockholder or the stockholders
qualifying disability, as applicable (formerly, we required that such written notice be received
within 180 days). Furthermore, the Amended and Restated Share Repurchase Plan provides that if
there are insufficient funds to honor all repurchase requests, pending requests will be honored
among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to
repurchases sought upon a stockholders death; next, pro rata as to repurchases sought by
stockholders with a qualifying disability; and, finally, pro rata as to other repurchase
requests. The share repurchase request form has been revised to require stockholders to provide the
reason for their repurchase request. The share repurchase request form also has been revised to
require stockholders requesting a repurchase of their shares to acknowledge and represent that our
board of directors has the sole discretion to (1) determine if and when to repurchase shares, (2)
amend, suspend or terminate the Amended and Restated Share Repurchase Plan, (3) determine which
distributions, if any, constitute a special distribution, and (4) determine whether a stockholder
has a qualifying disability. As of November 5, 2009, the Amended and Restated Share Repurchase
Plan became effective.
The share repurchase plan provides that we may, in our sole discretion, repurchase shares of
our common stock on a quarterly basis. On March 27, 2009, June 23, 2009, and September 30, 2009, in
accordance with the discretion given it under the share repurchase plan, our board of directors
determined to repurchase shares only with respect to requests made in connection with a
stockholders death or qualifying disability, as determined by our board of directors and in
accordance with the terms and conditions set forth in the share repurchase plan. Our board of
directors determined that it is in our best interest to conserve cash, and therefore, no other
repurchases requested during or prior to the first, second and third quarters of 2009 will be made.
Our board of directors considers requests for repurchase quarterly. If a stockholder previously
submitted a request for repurchase of his or her shares that has not yet been effected, we will
consider those requests at the end of the fourth quarter of 2009, unless the stockholder withdraws
the request.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
For the three months ended September 30, 2009 and 2008, we repurchased 28,173 shares of our
common stock for an aggregate of $282,000, and 9,465 shares of our common stock for an aggregate of
$87,000, respectively. For the nine months ended September 30, 2009 and 2008, we repurchased
192,676 shares of our common stock for an aggregate of $1,860,000, and 19,588 shares of our common
stock for an aggregate of $185,000, respectively. As of September 30, 2009 and December 31, 2008,
we had repurchased 276,983 shares of our common stock for an aggregate amount of $2,657,000, and
84,308 shares of our common stock for an aggregate amount of $797,000, respectively.
2006 Incentive Award Plan
Under the terms of the 2006 Incentive Award Plan, or the 2006 Plan, the aggregate number of
shares of our common stock subject to options, restricted common stock awards, stock purchase
rights, stock appreciation rights or other awards will be no more than 2,000,000 shares.
On July 19, 2006, we granted an aggregate of 4,000 shares of restricted common stock, as
defined in the 2006 Plan, to our independent directors under the 2006 Plan, of which 20.0% vested
on the grant date and 20.0% will vest on each of the first four anniversaries of the date of the
grant. On each of June 12, 2007, June 25, 2008, and June 23, 2009, in connection with their
re-election, we granted an aggregate of 3,000 shares of restricted common stock to our independent
directors under the 2006 Plan, which will vest over the same period described above. On September
24, 2009, in connection with the resignation of one independent director, W. Brand Inlow, and the
concurrent election of a new independent director, Richard S. Johnson, 2,000 shares of restricted
common stock were forfeited and we granted 1,000 shares of restricted common stock to the new
independent director under the 2006 Plan, which will vest over the same period described above. The
fair value of each share of restricted common stock was estimated at the date of grant at $10.00
per share, the per share price of shares in our offerings, and is amortized on a straight-line
basis over the vesting period. Shares of restricted common stock may not be sold, transferred,
exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon
vesting. For the three months ended September 30, 2009 and 2008, we recognized compensation expense
of $4,000 and $5,000, respectively, and for the nine months ended September 30, 2009 and 2008, we
recognized compensation expense of $19,000 and $17,000, respectively, related to the restricted
common stock grants, which is included in general and administrative in our accompanying condensed
consolidated statements of operations. Shares of restricted common stock have full voting rights
and rights to dividends.
As of September 30, 2009 and December 31, 2008, there was $64,000 and $45,000, respectively,
of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested
shares of restricted common stock. As of September 30, 2009, this expense is expected to be
recognized over a remaining weighted average period of 2.94 years.
As of September 30, 2009 and December 31, 2008, the fair value of the nonvested shares of
restricted common stock was $48,000 and $54,000, respectively. A summary of the status of the
nonvested shares of restricted common stock as of September 30, 2009 and December 31, 2008, and the
changes for the nine months ended September 30, 2009, is presented below:
Weighted | ||||||||
Restricted | Average Grant | |||||||
Common Stock | Date Fair Value | |||||||
Balance December 31, 2008 |
5,400 | $ | 10.00 | |||||
Granted |
4,000 | 10.00 | ||||||
Vested |
(2,600 | ) | 10.00 | |||||
Forfeited |
(2,000 | ) | 10.00 | |||||
Balance September 30, 2009 |
4,800 | $ | 10.00 | |||||
Expected to vest September 30, 2009 |
4,800 | $ | 10.00 | |||||
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
12. Fair Value of Financial Instruments
We use fair value measurements to record the fair value of certain assets and to estimate the
fair value of financial instruments not recorded at fair value but required to be disclosed at fair
value in accordance with FASB Codification Topic 825, Financial Instruments.
Financial Instruments Reported at Fair Value
Cash and Cash Equivalents
We invest in money market funds which are classified within Level 1 of the fair value
hierarchy because they are valued using unadjusted quoted market prices in active markets for
identical securities.
The table below presents our assets measured at fair value on a recurring basis as of
September 30, 2009, aggregated by the level in the fair value hierarchy within which those
measurements fall.
Quoted Prices in Active | ||||||||||||||||
Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 1 ) | (Level 2) | (Level 3) | Total | |||||||||||||
Assets |
||||||||||||||||
Money market funds |
$ | 3,000 | $ | | $ | | $ | 3,000 | ||||||||
Total assets at fair value |
$ | 3,000 | $ | | $ | | $ | 3,000 | ||||||||
We did not have any fair value measurements using significant unobservable inputs (Level 3) as
of September 30, 2009.
Financial Instruments Disclosed at Fair Value
FASB Codification Topic 825, Financial Instruments, requires disclosure of the fair value of
financial instruments, whether or not recognized on the face of the balance sheet. Fair value is
defined under FASB Codification Topic 820, Fair Value Measurements and Disclosures.
Our consolidated balance sheets include the following financial instruments: cash and cash
equivalents, restricted cash, accounts and other receivables, accounts payable and accrued
liabilities, accounts payable due to affiliates, net, mortgage loan payables, net, unsecured note
payables to affiliate and the Wachovia Loan.
We consider the carrying values of cash and cash equivalents, restricted cash, accounts and
other receivables and accounts payable and accrued liabilities to approximate fair value for these
financial instruments because of the short period of time between origination of the instruments
and their expected realization. The fair value of accounts payable due to affiliates, net and
unsecured note payables to affiliate is not determinable due to the related party nature of the
accounts payable and unsecured notes.
The fair value of the mortgage loan payables and the Wachovia Loan is estimated using
borrowing rates available to us for debt instruments with similar terms and maturities. As of
September 30, 2009 and December 31, 2008, the fair value of the mortgage loan payables was
$220,394,000 and $215,274,000, respectively, compared to the carrying value of $217,506,000 and
$217,713,000, respectively. As of September 30, 2009 and December 31, 2008, the fair value of the
Wachovia Loan was $1,400,000 and $3,194,000, respectively, compared to a carrying value of
$1,400,000 and $3,200,000, respectively.
13. Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk are
primarily cash and cash equivalents, restricted cash and accounts receivable from tenants. Cash is
generally invested in investment-grade short-term instruments. We have cash in financial
institutions that is insured by the Federal Deposit Insurance Corporation, or FDIC. As of September
30, 2009 and December 31, 2008, we had cash and cash equivalents and restricted cash accounts in
excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit
risk with respect to accounts receivable from tenants is limited. We perform credit evaluations of
prospective tenants, and security deposits are obtained upon lease execution.
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Grubb & Ellis Apartment REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
As of September 30, 2009, we owned seven properties located in Texas and two properties in
Georgia, which accounted for 56.3% and 15.0%, respectively, of our total revenues for the nine
months ended September 30, 2009. As of September 30, 2008, we owned seven properties in Texas and
two properties in Virginia, which accounted for 69.4% and 18.0% of our total revenues for the nine
months ended September 30, 2008. Accordingly, there is a geographic concentration of risk subject
to fluctuations in each states economy.
14. Per Share Data
We report earnings (loss) per share pursuant to FASB Codification Topic 260, Earnings Per
Share. Basic earnings (loss) per share attributable for all periods presented are computed by
dividing net income (loss) by the weighted average number of shares of our common stock outstanding
during the period. Diluted earnings (loss) per share are computed based on the weighted average
number of shares of our common stock and all potentially dilutive securities, if any. As of
September 30, 2009 and 2008, we did not have any securities that give rise to potentially dilutive
shares of our common stock.
15. Subsequent Events
Repayment of the Wachovia Loan
On October 1, 2009, we repaid the remaining $1,400,000 principal due on the Wachovia Loan.
Share Repurchases
In October and November 2009, we repurchased 54,427 shares of our common stock, for an
aggregate amount of $544,000, under our share repurchase plan.
Status of our Follow-On Offering
As of October 30, 2009, we had received and accepted subscriptions in our follow-on offering
for 335,634 shares of our common stock, or $3,356,000, excluding shares of our common stock issued
under the DRIP.
Consolidation of Unsecured Note Payables to Affiliate
On November 10,
2009, we entered into the Consolidated Promissory Note with NNN Realty
Advisors, whereby we cancelled two unsecured promissory notes payable to NNN Realty Advisors, dated
June 27, 2008 and September 15, 2008, having principal balances of $3,700,000 and $5,400,000,
respectively, and consolidated the outstanding principal balances of
the cancelled promissory notes into the
Consolidated Promissory Note. The Consolidated Promissory Note has an outstanding principal amount
of $9,100,000, an interest rate of 4.5% per annum, a default interest rate of 2.0% in excess of the
interest rate then in effect, and a maturity date of January 1, 2011. The interest rate payable
under the Consolidated Promissory Note is subject to a one-time adjustment to a maximum rate of
6.0% per annum, which will be evaluated and may be adjusted by NNN Realty Advisors, in its sole
discretion, on July 1, 2010.
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The use of the words we, us or our refers to Grubb & Ellis Apartment REIT, Inc. and its
subsidiaries, including Grubb & Ellis Apartment REIT Holdings, L.P., except where the context
otherwise requires.
The following discussion should be read in conjunction with our accompanying interim unaudited
condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report
on Form 10-Q. Such interim unaudited condensed consolidated financial statements and information
have been prepared to reflect our financial position as of September 30, 2009 and December 31,
2008, together with our results of operations and cash flows for the three and nine months ended
September 30, 2009 and 2008.
Forward-Looking Statements
Historical results and trends should not be taken as indicative of future operations. Our
statements contained in this report that are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Actual results may differ
materially from those included in the forward-looking statements. We intend those forward-looking
statements to be covered by the safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes
of complying with those safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations, are generally
identifiable by use of the words expect, project, may, will, should, could, would,
intend, plan, anticipate, estimate, believe, continue, predict, potential or the
negative of such terms and other comparable terminology. Our ability to predict results or the
actual effect of future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations and future prospects on a consolidated basis include, but
are not limited to: changes in economic conditions generally and the real estate market
specifically; legislative and regulatory changes, including changes to laws governing the taxation
of real estate investment trusts, or REITs; the availability of capital; changes in interest rates;
competition in the real estate industry; the supply and demand for operating properties in our
proposed market areas; changes in accounting principles generally accepted in the United States of
America, or GAAP, policies and guidelines applicable to REITs; the success of our equity offerings;
the availability of properties to acquire; the availability of financing; and our ongoing
relationship with Grubb & Ellis Company, or Grubb & Ellis, or our sponsor, and its affiliates.
These risks and uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. Additional information concerning us and
our business, including additional factors that could materially affect our financial results, is
included herein and in our other filings with the United States Securities and Exchange Commission,
or the SEC.
Overview and Background
Grubb & Ellis Apartment REIT, Inc., a Maryland corporation, was incorporated on December 21,
2005. We were initially capitalized on January 10, 2006, and therefore, we consider that our date
of inception. We seek to purchase and hold a diverse portfolio of quality apartment communities
with stable cash flows and growth potential in select U.S. metropolitan areas. We may also acquire
real estate-related investments. We focus primarily on investments that produce current income. We
have qualified and elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended, or the Code, for federal income tax purposes and we intend to continue to be taxed as a
REIT.
We commenced a best efforts initial public offering on July 19, 2006, or our initial offering,
in which we offered 100,000,000 shares of our common stock for $10.00 per share and up to 5,000,000
shares of our common stock pursuant to our distribution reinvestment plan, or the DRIP, for $9.50
per share, aggregating up to $1,047,500,000. We terminated our initial offering on July 17, 2009.
As of July 17, 2009, we had received and accepted subscriptions in our initial offering for
15,738,457 shares of our common stock, or $157,218,000, excluding shares of our common stock issued
under the DRIP.
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On July 20, 2009, we commenced a best efforts follow-on offering, or our follow-on offering,
in which we are offering to the public up to 105,000,000 shares of our common stock. Our follow-on
offering includes up to
100,000,000 shares of our common stock for sale at $10.00 per share pursuant to the primary
offering and up to 5,000,000 shares of our common stock for sale pursuant to the DRIP at $9.50 per
share, aggregating up to $1,047,500,000. We reserve the right to reallocate the shares of common
stock we are offering between the primary offering and the DRIP. As of September 30, 2009, we had
received and accepted subscriptions in our follow-on offering for 188,408 shares of our common
stock, or $1,884,000, excluding shares of our common stock issued under the DRIP.
We conduct substantially all of our operations through Grubb & Ellis Apartment REIT Holdings,
L.P., or our operating partnership. We are externally advised by Grubb & Ellis Apartment REIT
Advisor, LLC, or our advisor, pursuant to an advisory agreement, as amended and restated, or the
Advisory Agreement, between us and our advisor. Grubb & Ellis Realty Investors, LLC, or Grubb &
Ellis Realty Investors, is the managing member of our advisor. The Advisory Agreement has a one
year term that expires on July 18, 2010 and is subject to successive one year renewals upon the
mutual consent of the parties. Our advisor supervises and manages our day-to-day operations and
selects the real estate and real estate-related investments we acquire, subject to the oversight
and approval of our board of directors. Our advisor also provides marketing, sales and client
services on our behalf. Our advisor is affiliated with us in that we and our advisor have common
officers, some of whom also own an indirect equity interest in our advisor. Our advisor engages
affiliated entities, including Grubb & Ellis Residential Management, Inc., or Residential
Management, and Triple Net Properties Realty, Inc., or Realty, to provide various services to us,
including property management services.
As of September 30, 2009, we owned seven properties in Texas consisting of 2,131 apartment
units, two properties in Georgia consisting of 496 apartment units, two properties in Virginia
consisting of 394 apartment units, one property in Tennessee consisting of 350 apartment units and
one property in North Carolina consisting of 160 apartment units for an aggregate of 13 properties
consisting of 3,531 apartment units, and an aggregate purchase price of $340,530,000.
Critical Accounting Policies
The complete listing of our Critical Accounting Policies was previously disclosed in our 2008
Annual Report on Form 10-K, as filed with the SEC on March 24, 2009, and there have been no
material changes to our Critical Accounting Policies as disclosed therein.
Interim Financial Data
Our accompanying interim unaudited condensed consolidated financial statements have been
prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC.
Certain information and footnote disclosures required for annual financial statements have been
condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying interim
unaudited condensed consolidated financial statements do not include all of the information and
footnotes required by GAAP for complete financial statements. Our accompanying interim unaudited
condensed consolidated financial statements reflect all adjustments, which are, in our view, of a
normal recurring nature and necessary for a fair presentation of our financial position, results of
operations and cash flows for the interim period. Interim results of operations are not necessarily
indicative of the results to be expected for the full year; such results may be less favorable. Our
accompanying interim unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes thereto included in
our 2008 Annual Report on Form 10-K, as filed with the SEC on March 24, 2009.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2, Summary of
Significant Accounting Policies Recently Issued Accounting Pronouncements, to our accompanying
condensed consolidated financial statements.
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Acquisitions in 2009
There were no acquisitions completed during the nine months ended September 30, 2009. For
information regarding our consolidated properties, see Note 3, Real Estate Investments, to our
accompanying condensed consolidated financial statements.
Factors Which May Influence Results of Operations
We are not aware of any material trends or uncertainties, other than national economic
conditions affecting real estate generally, that may reasonably be expected to have a material
impact, favorable or unfavorable, on revenues or income from the acquisition, management and
operation of properties other than those listed in Part II, Item 1A. Risk Factors of this report
and those Risk Factors previously disclosed in our 2008 Annual Report on Form 10-K, as filed with
the SEC on March 24, 2009.
Rental Income
The amount of rental income generated by our properties depends principally on our ability to
maintain the occupancy rates of currently leased space and to lease currently available space and
space available from unscheduled lease terminations at the existing or higher rental rates.
Negative trends in one or more of these factors could adversely affect our rental income in future
periods.
Offering Proceeds
If we fail to raise significant proceeds from the sale of shares of our common stock in our
follow-on offering, we will not have enough proceeds to continue to
expand or further
geographically diversify our real estate portfolio, which could result in increased exposure to
local and regional economic downturns and the poor performance of one or more of our properties,
and therefore, expose our stockholders to increased risk. In addition, some of our general and
administrative expenses are fixed regardless of the size of our real estate portfolio. Therefore,
depending on the amount of offering proceeds we raise, we would expend a larger portion of our
income on operating expenses. This would reduce our profitability and, in turn, the amount of net
income available for distribution to our stockholders.
Sarbanes-Oxley Act
The Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, and related laws,
regulations and standards relating to corporate governance and disclosure requirements applicable
to public companies, have increased the costs of compliance with corporate governance, reporting
and disclosure practices, which are now required of us. These costs may have a material adverse
effect on our results of operations and could impact our ability to continue to pay distributions
at current rates to our stockholders. Furthermore, we expect that these costs will increase in the
future due to our continuing implementation of compliance programs mandated by these requirements.
Any increased costs may affect our ability to distribute funds to our stockholders. As part of our
compliance with the Sarbanes-Oxley Act, we provided managements assessment of our internal control
over financial reporting as of December 31, 2008 and continue to comply with such regulations.
In addition, these laws, rules and regulations create new legal bases for potential
administrative enforcement, civil and criminal proceedings against us in the event of
non-compliance, thereby increasing the risks of liability and potential sanctions against us. We
expect that our efforts to comply with these laws and regulations will continue to involve
significant and potentially increasing costs, and that our failure to comply with these laws could
result in fees, fines, penalties or administrative remedies against us.
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2009 and 2008
Our operating results are primarily comprised of income derived from our portfolio of
apartment communities.
Except where otherwise noted, the change in our results of operations in 2009 as compared to
2008 is due to a full period of operations of the 2008 property acquisitions during the three and
nine months ended September 30, 2009, as compared to a partial period of operations of the 2008
property acquisitions during the three and nine months ended September 30, 2008. We expect revenues
and expenses to increase in the future as we make additional real estate investments.
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Revenues
For the three months ended September 30, 2009, revenues were $9,405,000 as compared to
$8,885,000 for the three months ended September 30, 2008. For the three months ended September 30,
2009, revenues were comprised of rental income of $8,445,000 and other property revenues of
$960,000. For the three months ended September 30, 2008, revenues were comprised of rental income
of $8,021,000 and other property revenues of $864,000.
For the nine months ended September 30, 2009, revenues were $28,042,000 as compared to
$22,457,000 for the nine months ended September 30, 2008. For the nine months ended September 30,
2009, revenues were comprised of rental income of $25,169,000 and other property revenues of
$2,873,000. For the nine months ended September 30, 2008, revenues were comprised of rental income
of $20,186,000 and other property revenues of $2,271,000.
Other property revenues consist primarily of utility rebillings and administrative,
application and other fees charged to tenants, including amounts recorded in connection with early
lease terminations. The increase in revenues is due to a full three and nine months of operations
of the 2008 acquisitions, as discussed above.
The aggregate occupancy for our properties was 94.0% as of September 30, 2009, as compared to
92.2% as of September 30, 2008.
Rental Expenses
For the three months ended September 30, 2009, rental expenses were $4,793,000 as compared to
$4,507,000 for the three months ended September 30, 2008. For the nine months ended September 30,
2009, rental expenses were $13,737,000 as compared to $11,484,000 for the nine months ended
September 30, 2008. Rental expenses consisted of the following for the periods then ended:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Real estate taxes |
$ | 1,554,000 | $ | 1,499,000 | $ | 4,423,000 | $ | 3,957,000 | ||||||||
Administration |
1,454,000 | 1,311,000 | 4,362,000 | 3,242,000 | ||||||||||||
Utilities |
778,000 | 688,000 | 2,078,000 | 1,706,000 | ||||||||||||
Repairs and maintenance |
581,000 | 576,000 | 1,630,000 | 1,396,000 | ||||||||||||
Property management fees |
277,000 | 304,000 | 814,000 | 838,000 | ||||||||||||
Insurance |
149,000 | 129,000 | 430,000 | 345,000 | ||||||||||||
Total rental expenses |
$ | 4,793,000 | $ | 4,507,000 | $ | 13,737,000 | $ | 11,484,000 | ||||||||
A full three months of operations for the 2008 acquisition of Canyon Ridge Apartments
accounted for $333,000 of the increase in rental expenses for the three months ended September 30,
2009, as compared to the three months ended September 30, 2008, partially offset by a $49,000
decrease in property management fees for all our properties. A full nine months of operations for
the 2008 acquisitions as discussed above accounted for $2,663,000 of the increase in rental
expenses for the nine months ended September 30, 2009, as compared to the nine months ended
September 30, 2008, partially offset by a $216,000 decrease in repairs and maintenance and a
$194,000 decrease in real estate taxes as a result of successful property tax appeals.
For the three months ended September 30, 2009 and 2008, rental expenses as a percentage of
revenue were 51.0% and 50.7%, respectively, and for the nine months ended September 30, 2009 and
2008, rental expenses as a percentage of revenue were 49.0% and 51.1%, respectively.
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General and Administrative
For the three months ended September 30, 2009, general and administrative was $333,000 as
compared to $1,212,000 for the three months ended September 30, 2008. For the nine months ended
September 30, 2009, general and administrative was $1,323,000 as compared to $3,453,000 for the
nine months ended September 30, 2008. General and administrative consisted of the following for the
periods then ended:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Professional and legal fees |
$ | 90,000 | $ | 122,000 | $ | 338,000 | $ | 526,000 | ||||||||
Bad debt expense |
59,000 | 110,000 | 388,000 | 382,000 | ||||||||||||
Directors and officers insurance premiums |
58,000 | 57,000 | 173,000 | 162,000 | ||||||||||||
Directors fees |
35,000 | 24,000 | 80,000 | 69,000 | ||||||||||||
Bank charges |
28,000 | 19,000 | 87,000 | 34,000 | ||||||||||||
Franchise taxes |
24,000 | 1,000 | 78,000 | 18,000 | ||||||||||||
Postage and Delivery |
16,000 | 11,000 | 67,000 | 56,000 | ||||||||||||
Transfer agent services |
12,000 | 10,000 | 55,000 | 36,000 | ||||||||||||
Asset management fees |
| 778,000 | | 1,982,000 | ||||||||||||
Acquisition related audit fees to comply with the
provisions of Article 3-14 of Regulation S-X |
| 66,000 | | 84,000 | ||||||||||||
Other |
11,000 | 14,000 | 57,000 | 104,000 | ||||||||||||
Total general and administrative |
$ | 333,000 | $ | 1,212,000 | $ | 1,323,000 | $ | 3,453,000 | ||||||||
The decrease in general and administrative for the three and nine months ended September 30,
2009, as compared to the three and nine months ended September 30, 2008, was primarily due to the
decrease in asset management fees to zero in 2009. Our Advisory Agreement with our advisor provides
that, effective January 1, 2009, no asset management fee is due or payable to our advisor until the
quarter following the quarter in which we generate funds from operations, or FFO, excluding
non-recurring charges, sufficient to cover 100% of the distributions declared to our stockholders
for such quarter. The decrease in general and administrative for the three and nine months ended
September 30, 2009, as compared to the three and nine months ended September 30, 2008, was also the
result of not incurring any acquisition-related audit fees in 2009. For the nine months ended
September 30, 2008, the $84,000 in acquisition-related audit fees that were incurred were related
to all 2008 property acquisitions. The decrease in professional and legal fees for the nine months
ended September 30, 2009, as compared to the nine months ended September 30, 2008, was primarily
due to a $193,000 reduction of negotiated outside auditors fees related to the audit of our 2008
Annual Report on Form 10-K and the review of our quarterly reports on Form 10-Q. For the nine
months ended September 30, 2009, the above mentioned decreases in general and administrative were
offset by a $60,000 increase in franchise taxes as a result of the acquisition of Canyon Ridge
Apartments in 2008.
Depreciation and Amortization
For the three months ended September 30, 2009, depreciation and amortization was $2,911,000 as
compared to $3,164,000 for the three months ended September 30, 2008. For the three months ended
September 30, 2009, depreciation and amortization was comprised of depreciation on our properties
of $2,911,000 and no amortization of identified intangible assets as they were fully amortized by
April 2009. For the three months ended September 30, 2008, depreciation and amortization was
comprised of depreciation on our properties of $2,575,000 and amortization of identified intangible
assets of $589,000.
For the nine months ended September 30, 2009, depreciation and amortization was $8,924,000 as
compared to $8,283,000 for the nine months ended September 30, 2008. For the nine months ended
September 30, 2009, depreciation and amortization was comprised of depreciation on our properties
of $8,675,000 and amortization of identified intangible assets of $249,000. For the nine months
ended September 30, 2008, depreciation and amortization was comprised of depreciation on our
properties of $6,390,000 and amortization of identified intangible assets of $1,893,000. The
increase in depreciation for the nine months ended September 30, 2009, as compared to the nine
months ended September 30, 2008, was primarily due to the increase in the number of properties. The
decrease in amortization for the nine months ended September 30, 2009, as compared to the nine
months ended September 30, 2008, was due to our identified intangible assets being fully amortized
in April 2009.
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Interest Expense
For the three months ended September 30, 2009, interest expense was $2,933,000 as compared to
$3,176,000 for the three months ended September 30, 2008. For the nine months ended September 30,
2009, interest expense was $8,688,000 as compared to $8,407,000 for the nine months ended September
30, 2008. Interest expense consisted of the following for the periods then ended:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Interest expense on mortgage loan payables |
$ | 2,632,000 | $ | 2,731,000 | $ | 7,811,000 | $ | 6,960,000 | ||||||||
Amortization of deferred financing fees
mortgage loan payables |
58,000 | 51,000 | 174,000 | 114,000 | ||||||||||||
Amortization of debt discount |
34,000 | 34,000 | 102,000 | 102,000 | ||||||||||||
Interest expense on the Wachovia Loan |
28,000 | 197,000 | 123,000 | 605,000 | ||||||||||||
Write off of deferred financing fees line of credit |
| | | 243,000 | ||||||||||||
Amortization of deferred financing fees
lines of credit |
27,000 | 105,000 | 77,000 | 279,000 | ||||||||||||
Interest expense on unsecured note payables
to affiliate |
154,000 | 58,000 | 401,000 | 104,000 | ||||||||||||
Total interest expense |
$ | 2,933,000 | $ | 3,176,000 | $ | 8,688,000 | $ | 8,407,000 | ||||||||
The increase in interest expense for the nine months ended September 30, 2009, as compared to
the nine months ended September 30, 2008, was primarily due to the increase in mortgage loan
payables as a result of the increase in the number of properties owned. In addition, the increase
in interest expense was due to a higher outstanding principal balance on the unsecured note
payables to affiliate for the nine months in 2009, as compared to the principal balance outstanding
for only five months during 2008.
The increases in interest expense mentioned above were offset by the decrease in interest
expense on our loan of up to $10,000,000 with Wachovia Bank, National Association, or Wachovia, or
the Wachovia Loan, as a result of lower interest rates and a lower outstanding balance on the
Wachovia Loan during the nine months ended September 30, 2009, as compared to the nine months ended
September 30, 2008. Amortization of deferred financing fees lines of credit decreased as a
result of acquisition-related deferred financing costs on our lines of credit being fully amortized
in 2008, while no acquisition-related deferred financing costs on our lines of credit were incurred
during 2009. Further, the increase in interest expense was offset by the write off of $243,000 of
deferred financing fees in the second quarter of 2008 due to the June 2008 termination of a
$75,000,000 secured revolving line of credit we had with Wachovia and LaSalle Bank National
Association.
Interest and Dividend Income
For the three months ended September 30, 2009, interest and dividend income was $0 as compared
to $5,000 for the three months ended September 30, 2008. For the nine months ended September 30,
2009, interest and dividend income was $1,000 as compared to $20,000 for the nine months ended
September 30, 2008. For such periods, interest and dividend income was related primarily to
interest earned on our money market accounts. The change in interest and dividend income was due to
higher cash balances and higher interest rates during the nine months of 2008 as compared to the
nine months of 2009.
Liquidity and Capital Resources
We are dependent upon the net proceeds from our follow-on offering to provide the capital
required to purchase real estate and real estate-related investments, net of any indebtedness that
we may incur, and to repay our unsecured note payables to affiliate.
Our principal
demands for funds will be for the acquisitions of real estate and real
estate-related investments, to pay operating expenses, to pay principal and interest on our
outstanding indebtedness and to make distributions to our stockholders. We estimate that we will
require approximately $2,758,000 to pay interest on our outstanding indebtedness in the remaining
three months of 2009, based on rates in effect as of September 30, 2009. In addition, as of
September 30, 2009, we estimate that we will require $1,506,000 to pay principal on our outstanding
indebtedness in the remaining three months of 2009, which includes the $1,400,000 in principal
due on the Wachovia Loan that was subsequently repaid on October 1, 2009. On November 10, 2009, we
entered into a consolidated unsecured promissory note, or the
Consolidated Promissory Note, with NNN Realty
Advisors, Inc., or NNN Realty Advisors, whereby we cancelled the promissory notes dated June 27,
2008 and September 15, 2008, having principal balances of
$3,700,000 and $5,400,000, respectively, and consolidated the
outstanding principal balances of the cancelled
promissory notes into the Consolidated Promissory Note. The
Consolidated Promissory Note has a principal amount of
$9,100,000, an interest rate of 4.5% per annum, a default rate of 2.0% in excess of the interest
rate then in effect and a maturity date of January 1, 2011. The
interest rate payable under the Consolidated Promissory Note is subject to a
one-time adjustment not to exceed a maximum rate of 6.0% per annum, which will be evaluated and may
be adjusted by NNN Realty Advisors, in its sole discretion, on July 1, 2010. We are required by the
terms of the applicable mortgage loan documents to meet certain financial covenants, such as
minimum net worth and liquidity amounts, and reporting requirements. As of September 30, 2009, we
were in compliance with all such requirements. If we are unable to obtain financing in the future,
it may have a material effect on our operations, liquidity and/or capital resources.
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In addition, we will require resources to make certain payments to our advisor and Grubb &
Ellis Securities, Inc., or our dealer manager, which during our follow-on offering includes
payments for reimbursement of certain organizational and offering expenses and to our dealer
manager or its affiliates for selling commissions and dealer manager fees.
Generally, cash needs for items other than acquisitions of real estate and real-estate related
investments will be met from operations, borrowings, and the net proceeds of our follow-on
offering. We believe that these cash resources will be sufficient to satisfy our cash requirements
for the foreseeable future, and we do not anticipate a need to raise funds from other than these
sources within the next 12 months.
Our advisor evaluates potential additional investments and engages in negotiations with real
estate sellers, developers, brokers, investment managers, lenders and others on our behalf. Until
we invest the majority of the proceeds of our follow-on offering in real estate and real
estate-related investments, we may invest in short-term, highly liquid or other authorized
investments. Such short-term investments will not earn significant returns, and we cannot predict
how long it will take to fully invest the proceeds in real estate and real estate-related
investments. The number of properties we may acquire and other investments we will make will depend
upon the number of shares of our common stock sold in our follow-on offering and the resulting
amount of net proceeds available for investment. However, there may be a delay between the sale of
shares of our common stock and our investments in real estate and real estate-related investments,
which could result in a delay in the benefits to our stockholders, if any, of returns generated
from our investments operations.
When we acquire a property, our advisor prepares a capital plan that contemplates the
estimated capital needs of that investment. In addition to operating expenses, capital needs may
also include costs of refurbishment or other major capital expenditures. The capital plan will also
set forth the anticipated sources of the necessary capital, which may include a line of credit or
other loan established with respect to the investment, operating cash generated by the investment,
additional equity investments from us or joint venture partners or, when necessary, capital
reserves. Any capital reserve would be established from the gross proceeds from our offerings,
proceeds from sales of other investments, operating cash generated by other investments or other
cash on hand. In some cases, a lender may require us to establish capital reserves for a particular
investment. The capital plan for each investment will be adjusted through ongoing, regular reviews
of our portfolio or as necessary to respond to unanticipated additional capital needs.
Other Liquidity Needs
In the event that there is a shortfall in net cash available due to various factors,
including, without limitation, the timing of distributions or the timing of the collections of
receivables, we may seek to obtain capital to pay distributions by means of secured or unsecured
debt financing through one or more third parties, or our advisor or its affiliates. There are
currently no limits or restrictions on the use of proceeds from our advisor or its affiliates,
which would prohibit us from making the proceeds available for distribution. We may also pay
distributions with cash from capital transactions, including, without limitation, the sale of one
or more of our properties.
As of September 30, 2009, we estimate that our expenditures for capital improvements will
require up to $204,000 for the remaining three months of 2009. As of September 30, 2009, we had
$343,000 of restricted cash in loan impounds and reserve accounts for such capital expenditures and
any remaining expenditures will be paid with net cash from operations or borrowings. We cannot
provide assurance, however, that we will not exceed these
estimated expenditure and distribution levels or be able to obtain additional sources of
financing on commercially favorable terms or at all to fund such expenditures.
If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of
asset sales, increased capital expenditures and leasing costs compared to historical levels due to
competitive market conditions for new and renewal leases, the effect would be a reduction of net
cash provided by operating activities. If such a reduction of net cash provided by operating
activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net
cash available is based on various assumptions, which are difficult to predict, including the
levels of leasing activity at year end and related leasing costs. Any changes in these assumptions
could impact our financial results and our ability to fund working capital and unanticipated cash
needs.
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Cash Flows
Cash flows provided by operating activities for the nine months ended September 30, 2009 and
2008, were $4,653,000 and $2,939,000, respectively. For the nine months ended September 30, 2009,
cash flows provided by operating activities related primarily to a full nine months of operations
of our 13 properties, partially offset by the $563,000 decrease in accounts payable due to
affiliates, net primarily due to the $581,000 payment of the asset management fees related to the
fourth quarter 2008, as well as no accrual for asset management fees during the nine months ended
September 30, 2009. For the nine months ended September 30, 2008, cash flows provided by operating
activities related primarily to an increase in accounts payable and accrued liabilities of
$2,366,000 and an increase in accounts payable due to affiliates, net of $580,000. We anticipate
cash flows provided by operating activities to increase as we purchase more properties.
Cash flows used in investing activities for the nine months ended September 30, 2009 and 2008,
were $2,174,000 and $126,738,000, respectively. For the nine months ended September 30, 2009, cash
flows used in investing activities related primarily to the payment of the sellers allocation of
accrued liabilities on our 2008 acquisitions of real estate operating properties in the amount of
$469,000 and a $924,000 increase in restricted cash for property taxes, insurance and capital
expenditures. For the nine months ended September 30, 2008, cash flows used in investing activities
related primarily to the acquisition of real estate operating properties in the amount of
$124,779,000. We anticipate cash flows used in investing activities to increase as we purchase more
properties.
Cash flows provided by financing activities for the nine months ended September 30, 2009 and
2008, were $123,000 and $125,617,000, respectively. For the nine months ended September 30, 2009,
cash flows provided by financing activities related primarily to funds raised from investors of
$9,193,000, partially offset by share repurchases of $1,860,000, repayments under our lines of
credit of $1,800,000, the payment of offering costs of $1,167,000 and distributions in the amount
of $4,226,000. For the nine months ended September 30, 2008, cash flows provided by financing
activities related primarily to funds raised from investors of $56,030,000 and borrowings on our
mortgage loan payables of $78,651,000, partially offset by principal repayments on unsecured note
payables to affiliate of $7,600,000, the payment of offering costs of $6,131,000, and distributions
in the amount of $3,051,000. We anticipate cash flows provided by financing activities to increase
in the future as we raise additional funds from investors and incur additional debt to purchase
properties.
Distributions
The amount of the distributions we pay to our stockholders is determined by our board of
directors and is dependent on a number of factors, including funds available for the payment of
distributions, our financial condition, capital expenditure requirements and annual distribution
requirements needed to maintain our status as a REIT under the Code.
Our board of directors approved a 6.0% per annum, or $0.60 per common share, distribution to
be paid to our stockholders beginning on October 5, 2006, the date we reached our minimum offering
of $2,000,000 in our initial offering. The first distribution was paid on December 15, 2006 for the
period ended November 30, 2006. On February 22, 2007, our board of directors approved a 7.0% per
annum, or $0.70 per common share, distribution to be paid to our stockholders beginning with our
March 2007 monthly distribution, which was paid on April 15, 2007. On February 10, 2009, our board
of directors approved a decrease in our distribution to a 6.0% per annum, or $0.60 per common
share, distribution to be paid to our stockholders beginning with our March 2009 monthly
distribution, which was paid in April 2009. Distributions are paid to our stockholders on a monthly
basis.
For the nine months ended September 30, 2009, we paid distributions of $7,553,000 ($4,226,000
in cash and $3,327,000 in shares of our common stock pursuant to the DRIP), as compared to cash
flows from operations of $4,653,000. For the nine months ended September 30, 2008, we paid
distributions of $5,660,000 ($3,051,000 in cash and $2,609,000 in shares of our common stock
pursuant to the DRIP), as compared to cash flows from operations of $2,939,000. From our inception
through September 30, 2009, we paid cumulative distributions of $18,952,000 ($10,545,000 in cash
and $8,407,000 in shares of our common stock pursuant to the DRIP), as compared to cumulative cash
flows from operations of $8,716,000. The distributions paid in excess of our cash flows from
operations were paid using proceeds from our offerings. Our distributions of amounts in excess of
our taxable income have resulted in a return of capital to our stockholders. We have not
established any limit on the amount of offering proceeds that may be used to fund distributions,
except that, in accordance with our organizational documents and Maryland law, we may not make
distributions that would (1) cause us to be unable to
pay our debts as they become due in the usual course of business; (2) cause our total assets
to be less than the sum of our total liabilities plus senior liquidation preferences; or (3)
jeopardize our ability to maintain our qualification as a REIT. The payment of distributions from
our offering proceeds could reduce the amount of capital we ultimately invest in assets and
negatively impact the amount of income available for future distribution.
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As of September 30, 2009, we had an amount payable of $114,000 to our advisor and its
affiliates for operating expenses and property management fees, which will be paid from cash flows
from operations in the future as they become due and payable by us in the ordinary course of
business consistent with our past practice.
As of September 30, 2009, no amounts due to our advisor or its affiliates have been deferred
or forgiven. Our Advisory Agreement with our advisor provides that, effective January 1, 2009, no
asset management fee is due or payable to our advisor until the quarter following the quarter in
which we generate FFO, excluding non-recurring charges, sufficient to cover 100% of the
distributions declared to our stockholders for such quarter. Other than pursuant to our Advisory
Agreement, our advisor and its affiliates have no other obligations to defer, waive or forgive
amounts due to them. In the future, if an asset management fee is paid to our advisor or its
affiliates pursuant to the terms of our Advisory Agreement, this would reduce our cash flows from
operations, which could result in us paying distributions, or a portion thereof, with proceeds from
our follow-on offering or borrowed funds. As a result, the amount of proceeds available for
investment and operations would be reduced, or we may incur additional interest expense as a result
of borrowed funds.
For the nine months ended September 30, 2009 and 2008, our FFO was $4,295,000 and
$(866,000), respectively. From our inception through September 30, 2009, our cumulative FFO was
$2,761,000. From our inception through September 30, 2009, we paid cumulative distributions of
$18,952,000. Of this amount, $2,761,000 was covered by our FFO. The distributions paid in excess of
our FFO were paid using proceeds from our offerings.
Financing
We generally anticipate that aggregate borrowings, both secured and unsecured, will not exceed
65.0% of all the combined fair market value of all of our real estate and real estate-related
investments, as determined at the end of each calendar year. For these purposes, the fair market
value of each asset will be equal to the purchase price paid for the asset or, if the asset was
appraised subsequent to the date of purchase, then the fair market value will be equal to the value
reported in the most recent independent appraisal of the asset. Our policies do not limit the
amount we may borrow with respect to any individual investment. However, we may incur higher
leverage during the period prior to the investment of all of the net proceeds from our offerings.
As of September 30, 2009, our aggregate borrowings were 67.2% of all of the combined fair market
value of all of our real estate and real estate-related investments due to short-term financing we
incurred to purchase Kedron Village and Canyon Ridge Apartments.
Our charter precludes us from borrowing in excess of 300.0% of our net assets, unless approved
by a majority of our independent directors and the justification for such excess borrowing is
disclosed to our stockholders in our next quarterly report. For purposes of this determination, net
assets are our total assets, other than intangibles, calculated at cost before deducting
depreciation, amortization, bad debt or other similar non-cash reserves, less total liabilities and
computed at least quarterly on a consistently-applied basis. Generally, the preceding calculation
is expected to approximate 75.0% of the aggregate cost of our real estate and real estate-related
investments before depreciation, amortization, bad debt and other similar non-cash reserves. We may
also incur indebtedness to finance improvements to properties and, if necessary, for working
capital needs or to meet the distribution requirements applicable to REITs under the federal income
tax laws. As of September 30, 2009, our leverage did not exceed 300.0% of our net assets.
Mortgage Loan Payables, Net and Unsecured Note Payables to Affiliate
For a discussion of our mortgage loan payables, net and our unsecured note payables to
affiliate, see Note 6, Mortgage Loan Payables, Net and Unsecured Note Payables to Affiliate, to our
accompanying condensed consolidated financial statements.
Line of Credit
For a discussion of our line of credit, see Note 7, Line of Credit, to our accompanying
condensed consolidated financial statements.
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REIT Requirements
In order to continue to qualify as a REIT for federal income tax purposes, we are required to
make distributions to our stockholders of at least 90.0% of our REIT taxable income. In the event
that there is a shortfall in net cash available due to factors including, without limitation, the
timing of such distributions or the timing of the collections of receivables, we may seek to obtain
capital to pay distributions by means of secured debt financing through one or more third parties.
We may also pay distributions from cash from capital transactions including, without limitation,
the sale of one or more of our properties.
Commitments and Contingencies
For a discussion of our commitments and contingencies, see Note 8, Commitments and
Contingencies, to our accompanying condensed consolidated financial statements.
Debt Service Requirements
One of our principal liquidity needs is the payment of interest and principal on our
outstanding indebtedness. As of September 30, 2009, we had 13 mortgage loans outstanding in the
aggregate principal amount of $218,201,000 ($217,506,000, net of discount).
As of September 30, 2009, we had $1,400,000 outstanding under the Wachovia Loan, a variable
rate, term loan due November 1, 2009, at an interest rate of 5.78% per annum. On October 1, 2009,
we repaid the remaining $1,400,000 principal due on the Wachovia Loan.
Also, as of September 30, 2009, we had $9,100,000 outstanding under unsecured note payables to
NNN Realty Advisors at a weighted average interest rate of 8.33% per annum. We entered into a
consolidated unsecured promissory note with NNN Realty Advisors which
consolidated these unsecured
note payables into one consolidated unsecured promissory note which has a principal amount of
$9,100,000 with an interest rate of 4.5% per annum, which is due January 1, 2011.
We are required by the terms of the applicable loan documents to meet certain financial
covenants, such as minimum net worth and liquidity amounts, and reporting requirements. As of
September 30, 2009, we were in compliance with all such requirements or obtained waivers for any
instances of non-compliance and we expect to remain in compliance with all such requirements for
the next 12 months. As of September 30, 2009, the weighted average effective interest rate on our
outstanding debt was 4.87% per annum.
Contractual Obligations
The following table provides information with respect to the maturities and scheduled
principal repayments of our indebtedness as of September 30, 2009. The table does not reflect any
available extension options, except for the execution of a consolidated unsecured promissory note,
which consolidated $9,100,000 of unsecured note payables to affiliate into one new consolidated
unsecured promissory note with a maturity date of January 1, 2011.
Payments Due by Period | ||||||||||||||||||||
Less than | More than | |||||||||||||||||||
1 Year | 1-3 Years | 4-5 Years | 5 Years | |||||||||||||||||
(2009) | (2010-2011) | (2012-2013) | (After 2013) | Total | ||||||||||||||||
Principal payments fixed rate debt |
$ | 106,000 | $ | 10,389,000 | $ | 1,879,000 | $ | 153,927,000 | $ | 166,301,000 | ||||||||||
Interest payments fixed rate debt |
2,366,000 | 18,085,000 | 17,456,000 | 23,620,000 | 61,527,000 | |||||||||||||||
Principal payments variable rate debt |
1,400,000 | | 44,000 | 60,956,000 | 62,400,000 | |||||||||||||||
Interest payments variable rate debt
(based on rates in effect as of September
30, 2009) |
392,000 | 3,106,000 | 3,110,000 | 2,470,000 | 9,078,000 | |||||||||||||||
Total |
$ | 4,264,000 | $ | 31,580,000 | $ | 22,489,000 | $ | 240,973,000 | $ | 299,306,000 | ||||||||||
Off-Balance Sheet Arrangements
As of September 30, 2009, we had no off-balance sheet transactions nor do we currently have
any such arrangements or obligations.
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Inflation
Substantially all of our apartment leases are for a term of one year or less. In an
inflationary environment, this may allow us to realize increased rents upon renewal of existing
leases or the beginning of new leases. Short-term leases generally will minimize our risk from the
adverse effects of inflation, although these leases generally permit tenants to leave at the end of
the lease term, and therefore, will expose us to the effect of a decline in market rents. In a
deflationary rent environment, we may be exposed to declining rents more quickly under these
shorter term leases.
Funds from Operations
One of our objectives is to provide cash distributions to our stockholders from cash generated
by our operations. Due to certain unique operating characteristics of real estate companies, the
National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has
promulgated a measure known as FFO, which it believes more accurately reflects the operating
performance of a REIT. FFO is not equivalent to our net income or loss as defined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards established by the White
Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the
White Paper. The White Paper defines FFO as net income or loss computed in accordance with GAAP,
excluding gains or losses from sales of property but including asset impairment write-downs, plus
depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect
FFO.
The historical accounting convention used for real estate assets requires straight-line
depreciation of buildings and improvements, which implies that the value of real estate assets
diminishes predictably over time. Since real estate values historically rise and fall with market
conditions, presentations of operating results for a REIT, using historical accounting for
depreciation, could be less informative. The use of FFO is recommended by the REIT industry as a
supplemental performance measure.
Presentation of this information is intended to assist the reader in comparing the operating
performance of different REITs, although it should be noted that not all REITs calculate FFO the
same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO is not
necessarily indicative of cash flow available to fund cash needs and should not be considered as an
alternative to net income as an indication of our performance. Our FFO reporting complies with
NAREITs policy described above.
The following is the calculation of FFO for the three and nine months ended September 30, 2009
and 2008.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net loss |
$ | (1,565,000 | ) | $ | (3,169,000 | ) | $ | (4,629,000 | ) | $ | (9,150,000 | ) | ||||
Add: |
||||||||||||||||
Net loss attributable to noncontrolling interests |
| | | 1,000 | ||||||||||||
Depreciation and amortization consolidated properties |
2,911,000 | 3,164,000 | 8,924,000 | 8,283,000 | ||||||||||||
FFO |
$ | 1,346,000 | $ | (5,000 | ) | $ | 4,295,000 | $ | (866,000 | ) | ||||||
FFO per share basic and diluted |
$ | 0.08 | $ | (0.00 | ) | $ | 0.27 | $ | (0.08 | ) | ||||||
Weighted average common shares outstanding
basic and diluted |
16,384,198 | 13,499,942 | 16,040,551 | 11,417,294 | ||||||||||||
FFO reflects acquisition-related expenses of interest expense on the Wachovia Loan, interest
expense on the unsecured note payables to affiliate, amortization of deferred financing fees
associated with acquiring our lines of credit and other acquisition-related expenses, as well as
amortization of debt discount as detailed above under Results of Operations Comparison of the
Three and Nine Months Ended September 30, 2009 and 2008.
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Net Operating Income
Net operating income is a non-GAAP financial measure that is defined as net income (loss),
computed in accordance with GAAP, generated from properties before interest expense, general and
administrative expenses, depreciation, amortization and interest and dividend income. We believe
that net operating income provides an accurate measure of the operating performance of our
operating assets because net operating income excludes certain items that are not associated with
management of our properties. Additionally, we believe that net operating income is a widely
accepted measure of comparative operating performance in the real estate community. However, our
use of the term net operating income may not be comparable to that of other real estate companies
as they may have different methodologies for computing this amount.
To facilitate understanding of this financial measure, the following is a reconciliation of
net loss to net operating income for the three and nine months ended September 30, 2009 and 2008.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net loss |
$ | (1,565,000 | ) | $ | (3,169,000 | ) | $ | (4,629,000 | ) | $ | (9,150,000 | ) | ||||
Add: |
||||||||||||||||
General and administrative |
333,000 | 1,212,000 | 1,323,000 | 3,453,000 | ||||||||||||
Depreciation and amortization |
2,911,000 | 3,164,000 | 8,924,000 | 8,283,000 | ||||||||||||
Interest expense |
2,933,000 | 3,176,000 | 8,688,000 | 8,407,000 | ||||||||||||
Less: |
||||||||||||||||
Interest and dividend income |
| (5,000 | ) | (1,000 | ) | (20,000 | ) | |||||||||
Net operating income |
$ | 4,612,000 | $ | 4,378,000 | $ | 14,305,000 | $ | 10,973,000 | ||||||||
Subsequent Events
For a discussion of subsequent events, see Note 15, Subsequent Events, to our accompanying
condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There were no material changes in the information regarding market risk, or in the methods we
use to manage market risk, that was provided in our 2008 Annual Report on Form 10-K, as filed with
the SEC on March 24, 2009, other than those listed in Part II, Item 1A. Risk Factors.
The table below presents, as of September 30, 2009, the principal amounts and weighted average
interest rates by year of expected maturity to evaluate the expected cash flows and sensitivity to
interest rate changes.
Expected Maturity Date | ||||||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||
Fixed rate
debt principal
payments |
$ | 106,000 | 588,000 | 9,801,000 | 734,000 | 1,145,000 | 153,927,000 | 166,301,000 | * | |||||||||||||||||||||||
Weighted average
interest rate on
maturing debt
(based on rates in
effect as of
September 30, 2009) |
5.30 | % | 5.32 | % | 8.11 | % | 5.32 | % | 5.47 | % | 5.58 | % | 5.73 | % | | |||||||||||||||||
Variable rate debt
principal
payments |
$ | 1,400,000 | | | | 44,000 | 60,956,000 | 62,400,000 | 57,615,000 | |||||||||||||||||||||||
Weighted average
interest rate on
maturing debt
(based on rates in
effect as of
September 30,
2009) |
5.78 | % | | % | | % | | % | 2.54 | % | 2.51 | % | 2.58 | % | |
* | The estimated fair value of our fixed rate mortgage loan payables was $164,180,000 as of September 30, 2009. The estimated fair value of the $9,100,000 unsecured note payables to affiliate as of September 30, 2009 is not determinable due to the related party nature of the note. |
Mortgage loan payables were $218,201,000 ($217,506,000, net of discount) as of September 30,
2009. As of September 30, 2009, we had fixed and variable rate mortgage loans with effective
interest rates ranging from 2.49% to 5.94% per annum and a weighted average effective interest rate
of 4.72% per annum. As of September 30, 2009, $157,201,000 ($156,506,000, net of discount) of fixed
rate debt, or 72.0% of mortgage loan payables, at a weighted average interest rate of 5.58% per
annum and $61,000,000 of variable rate debt, or 28.0% of mortgage loan payables, at a weighted
average effective interest rate of 2.51% per annum.
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In addition, as of September 30, 2009, we had $1,400,000 outstanding under the Wachovia Loan
at a variable interest rate of 5.78% per annum. Also, as of September 30, 2009, we had $9,100,000
outstanding under unsecured note payables to affiliate at a weighted average interest rate of 8.33%
per annum.
Borrowings as of September 30, 2009, bore interest at a weighted average effective interest
rate of 4.87% per annum.
An increase in the variable interest rate on the Wachovia Loan and our three variable interest
rate mortgages constitutes a market risk. As of September 30, 2009, a 0.50% increase in London
Interbank Offered Rate, or LIBOR, would have increased our overall annual interest expense by
$312,000, or 2.81%.
In addition to changes in interest rates, the value of our future properties is subject to
fluctuations based on changes in local and regional economic conditions and changes in the
creditworthiness of tenants, which may affect our ability to refinance our debt if necessary.
Item 4. Controls and Procedures.
Not applicable.
Item 4T. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in our reports
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to us, including our chief executive officer and
chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, we recognize that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, as ours are designed to do, and we necessarily were
required to apply our judgment in evaluating whether the benefits of the controls and procedures
that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of
September 30, 2009 was conducted under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures, as of September 30, 2009, were effective for
the purposes stated above.
(b) Changes in internal control over financial reporting. There were no changes in our
internal control over financial reporting that occurred during the fiscal quarter ended September
30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There were no material changes from the risk factors previously disclosed in our 2008 Annual
Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or the
SEC, on March 24, 2009, except as noted below.
Some or all of the following factors may affect the returns we receive from our investments,
our results of operations, our ability to pay distributions to our stockholders, availability to
make additional investments or our ability to dispose of our investments.
Investment Risks
There is no public market for the shares of our common stock sold in both our initial public
offering and our follow-on offering, or our offerings. Therefore, it will be difficult for our
stockholders to sell their shares of our common stock and, if they are able to sell their shares
of our common stock, they will likely sell them at a substantial discount.
There currently is no public market for the shares of our common stock sold in our offerings,
and we do not expect a market to develop prior to the listing of the shares of our common stock on
a national securities exchange. We have no current plans to cause shares of our common stock to be
listed on any securities exchange or quoted on any market system or in any established market
either immediately or at any definite time in the future. While we, acting through our board of
directors, may attempt to cause shares of our common stock to be listed or quoted if our board of
directors determines this action to be in our stockholders best interest, there can be no
assurance that this event will ever occur. In addition, there are restrictions on the transfer of
shares of our common stock. Our charter provides that no person may own more than 9.9% in value of
our issued and outstanding shares of capital stock or more than 9.9% in value or in number of
shares, whichever is more restrictive, of the issued and outstanding shares of our common stock.
Any purported transfer of the shares of our common stock that would result in a violation of either
of these limits will result in such shares being transferred to a trust for the benefit of a
charitable beneficiary or such transfer being declared null and void. We have adopted a share
repurchase plan but it is limited in terms of the amount of shares of our common stock which may be
repurchased annually. Our board of directors may also suspend, terminate or amend our share
repurchase plan upon 30 days written notice. Therefore, it will be difficult for our stockholders
to sell their shares of our common stock promptly or at all. If they are able to sell their shares
of our common stock, they may only be able to sell them at a substantial discount from the price
they paid. Therefore, our stockholders should consider the purchase of shares of our common stock
as illiquid and a long-term investment, and they must be prepared to hold their shares of our
common stock for an indefinite length of time. This may be the result, in part, of the fact that,
at the time we make our investments, the amount of funds available for investment may be reduced by
up to 11.0% of the gross offering proceeds, which will be used to pay selling commissions, a dealer
manager fee and other organizational and offering expenses. We also will be required to use gross
offering proceeds to pay acquisition fees, acquisition expenses, asset management fees and property
management fees. Unless our aggregate investments increase in value to compensate for these fees
and expenses, which may not occur, it is unlikely that our stockholders will be able to sell their
shares of our common stock, whether pursuant to our share repurchase plan or otherwise, without
incurring a substantial loss. We cannot assure our stockholders that their shares of our common
stock will ever appreciate in value to equal the price they paid for their shares of our common
stock.
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We have experienced losses in the past, and we may experience additional losses in the future.
Historically, we have experienced net losses, and we may not be profitable or realize growth
in the value of our investments. Many of our initial losses can be attributed to start-up costs and
operating costs incurred prior to purchasing properties or making other investments that generate
revenue, and many of our recent losses can be
attributed to the current economic environment and capital constraints. For a further
discussion, see Managements Discussion and Analysis of Financial Condition and Results of
Operations and our consolidated financial statements and the notes thereto in our most recently
filed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, for a discussion of our
operational history and the factors for our losses.
We have paid distributions from sources other than our cash flows from operations, including from
the net proceeds from our offerings, and from borrowed funds. We may continue to pay distributions
from the net proceeds of our follow-on offering, or from borrowings in anticipation of future cash
flows. Any such distributions may reduce the amount of capital we ultimately invest in assets and
negatively impact the value of our stockholders investments.
Distributions payable to our stockholders may include a return of capital, rather than a
return on capital. We expect to continue to pay distributions to our stockholders. The actual
amount and timing of distributions is determined by our board of directors in its discretion and
typically will depend on the amount of funds available for distribution, which will depend on items
such as our financial condition, current and projected capital expenditure requirements, tax
considerations and annual distribution requirements needed to maintain our qualification as a real
estate investment trust, or REIT. As a result, our distribution rate and payment frequency may vary
from time to time. We expect to have little cash flows from operations available for distribution
until we make substantial investments. Therefore, we may use proceeds from our follow-on offering
or borrowed funds to pay cash distributions to our stockholders, including to maintain our
qualification as a REIT, which may reduce the amount of proceeds available for investment and
operations or cause us to incur additional interest expense as a result of borrowed funds. Further,
if the aggregate amount of cash distributed in any given year exceeds the amount of our REIT
taxable income generated during the year, the excess amount will be deemed a return of capital. We
have not established any limit on the amount of offering proceeds that may be used to fund
distributions, except that, in accordance with our organizational documents and Maryland law, we
may not make distributions that would (1) cause us to be unable to pay our debts as they become due
in the usual course of business; (2) cause our total assets to be less than the sum of our total
liabilities plus senior liquidation preferences; or (3) jeopardize our ability to maintain our
qualification as a REIT. Therefore, all or any portion of a distribution to our stockholders may be
paid from our follow-on offering proceeds.
For the nine months ended September 30, 2009, we paid distributions of $7,553,000 ($4,226,000
in cash and $3,327,000 in shares of our common stock pursuant to the distribution reinvestment
plan, or the DRIP), as compared to cash flows from operations of $4,653,000. From our inception
through September 30, 2009, we paid cumulative distributions of $18,952,000 ($10,545,000 in cash
and $8,407,000 in shares of our common stock pursuant to the DRIP), as compared to cumulative cash
flows from operations of $8,716,000. The distributions paid in excess of our cash flows from
operations were paid using proceeds from our offerings. Our distributions of amounts in excess of
our taxable income have resulted in a return of capital to our stockholders. For a further
discussion of distributions, see Part I, Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources Distributions.
As of September 30, 2009, we had an amount payable of $114,000 to our advisor and its
affiliates for operating expenses and property management fees, which will be paid from cash flows
from operations in the future as they become due and payable by us in the ordinary course of
business consistent with our past practice.
As of September 30, 2009, no amounts due to our advisor or its affiliates have been deferred
or forgiven. Effective January 1, 2009, our advisor waived the asset management fee it is entitled
to receive until the quarter following the quarter in which we generate funds from operations, or
FFO, excluding non-recurring charges, sufficient to cover 100% of the distributions declared to our
stockholders for such quarter. Our advisor and its affiliates have no other obligations to defer,
waive or forgive amounts due to them. In the future, if our advisor or its affiliates do not defer,
waive or forgive amounts due to them, this would negatively affect our cash flows from operations,
which could result in us paying distributions, or a portion thereof, with proceeds from our
follow-on offering or borrowed funds. As a result, the amount of proceeds available for investment
and operations would be reduced, or we may incur additional interest expense as a result of
borrowed funds.
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For the nine months ended September 30, 2009, our FFO was $4,295,000. From our inception
through September 30, 2009, our cumulative FFO was $2,761,000. From our inception through September
30, 2009, we paid
cumulative distributions of $18,952,000. Of this amount, $2,761,000 was covered by our FFO.
The distributions paid in excess of our FFO were paid using proceeds from our offerings. For a
further discussion of FFO, see Part I, Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations Funds from Operations.
Our follow-on offering may be considered a blind pool offering because we have not identified
any real estate or real estate-related investments to acquire with the net proceeds from our
follow-on offering.
We have not identified any real estate or real estate-related investments to acquire with the
net proceeds from our follow-on offering. As a result, our follow-on offering may be considered a
blind pool offering and we cannot give our stockholders information as to the identification,
location, operating histories, lease terms or other relevant economic and financial data regarding
our properties that we will purchase with the net proceeds of our follow-on offering. Additionally,
our stockholders will not have the opportunity to evaluate the transaction terms or other financial
or operational data concerning the real estate or real estate-related investments we acquire in the
future.
If we raise substantially less than the maximum offering in our follow-on offering, we may not be
able to invest in a diverse portfolio of real estate and real estate-related investments and the
value of our stockholders investment may fluctuate more widely with the performance of specific
investments.
Our follow-on offering is being made on a best efforts basis, whereby our dealer manager and
the broker-dealers participating in the follow-on offering are only required to use their best
efforts to sell shares of our common stock and have no firm commitment or obligation to purchase
any of the shares of our common stock. As a result, we cannot assure our stockholders as to the
amount of proceeds that will be raised in our follow-on offering or that we will achieve sales of
the maximum offering amount. If we are unable to raise substantial funds, we will have limited
diversification in terms of the number of investments owned, the geographic regions in which our
investments are located and the types of investments that we make. Our stockholders investment in
shares of our common stock will be subject to greater risk to the extent that we lack a diversified
portfolio of investments. In such event, the likelihood of our profitability being affected by the
poor performance of any single investment will increase. In addition, our fixed operating expenses,
as a percentage of gross income, would be higher, and our financial condition and ability to pay
distributions could be adversely affected if we are unable to raise substantial funds.
Our stockholders are limited in their ability to sell their shares of our common stock purchased
in our offerings pursuant to our share repurchase plan, and repurchases are made at our sole
discretion.
Our share repurchase plan includes significant restrictions and limitations. Except in cases
of death or qualifying disability, our stockholders must hold their shares of our common stock for
at least one year. Our stockholders must present at least 25.0% of their shares of our common stock
for repurchase, and until they have held their shares of our common stock for at least four years,
repurchases will be made for less than they paid for their shares of our common stock. Shares of
our common stock are repurchased quarterly, at our discretion, on a pro rata basis, and are limited
during any calendar year to 5.0% of the weighted average number of shares of our common stock
outstanding during the prior calendar year. Funds for the repurchase of shares of our common stock
come exclusively from the cumulative proceeds we receive from the sale of shares of our common
stock pursuant to the DRIP. In addition, our board of directors reserves the right to amend,
suspend or terminate our share repurchase plan at any time upon 30 days written notice. Therefore,
in making a decision to purchase shares of our common stock, our stockholders should not assume
that they will be able to sell any of their shares of our common stock back to us pursuant to our
share repurchase plan, and they also should understand that the repurchase prices will not
necessarily correlate to the value of our real estate holdings or other assets. If our board of
directors terminates our share repurchase plan, our stockholders may not be able to sell their
shares of our common stock even if they deem it necessary or desirable to do so.
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Our follow-on offering is a fixed price offering and the fixed offering price may not accurately
represent the current value of our assets at any particular time. Therefore, the purchase price
our stockholders pay for shares
of our common stock may be higher than the value of our assets per share of common stock at the
time of their purchase.
Our follow-on offering is a fixed price offering, which means that the offering price for
shares of our common stock is fixed and will not vary based on the underlying value of our assets
at any time. Our board of directors arbitrarily determined the offering price in its sole
discretion. The fixed offering price for shares of our common stock has not been based on
appraisals for any assets we may own nor do we intend to obtain such appraisals. Therefore, the
fixed offering price established for shares of our common stock may not accurately represent the
current value of our assets per share of our common stock at any particular time and may be higher
or lower than the actual value of our assets per share at such time.
Our board of directors may change our investment objectives without seeking our stockholders
approval.
Our board of directors may change our investment objectives without seeking our stockholders
approval if our directors, in accordance with their fiduciary duties to our stockholders, determine
that a change is in their best interest. A change in our investment objectives could reduce our
payment of cash distributions to our stockholders or cause a decline in the value of our
investments.
The commercial mortgage-backed securities in which we may invest are subject to several types of
risks.
Commercial mortgage-backed securities are bonds which evidence interests in, or are secured
by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, the
mortgage-backed securities in which we may invest are subject to all the risks of the underlying
mortgage loans.
In a rising interest rate environment, the value of commercial mortgage-backed securities may
be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting
in the extension of the securitys effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The value of commercial mortgage-backed securities may
also change due to shifts in the markets perception of issuers and regulatory or tax changes
adversely affecting the mortgage securities markets as a whole. In addition, commercial
mortgage-backed securities are subject to the credit risk associated with the performance of the
underlying mortgage properties.
Commercial mortgage-backed securities are also subject to several risks created through the
securitization process. Subordinate commercial mortgage-backed securities are paid interest-only to
the extent that there are funds available to make payments. To the extent the collateral pool
includes a large percentage of delinquent loans, there is a risk that interest payments on
subordinate commercial mortgage-backed securities will not be fully paid. Subordinate securities of
commercial mortgage-backed securities are also subject to greater credit risk than those commercial
mortgage-backed securities that are more highly rated.
The mezzanine loans in which we may invest would involve greater risks of loss than senior loans
secured by income-producing real properties.
We may invest in mezzanine loans that take the form of subordinated loans secured by second
mortgages on the underlying real property or loans secured by a pledge of the ownership interests
of either the entity owning the real property or the entity that owns the interest in the entity
owning the real property. These types of investments involve a higher degree of risk than long-term
senior mortgage lending secured by income-producing real property because the investment may become
unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the
entity providing the pledge of its ownership interests as security, we may not have full recourse
to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our
mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the
event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As
a result, we may not recover some or all of our investment. In addition, mezzanine loans may have
higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real
property and increasing the risk of loss of principal.
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Risks related to Our Business
If we internalize our management functions, our stockholders interests in us could be diluted,
and we could incur other significant costs associated with being self-managed.
Our strategy may involve internalizing our management functions. If we internalize our
management functions, we may elect to negotiate to acquire our advisors assets and personnel. At
this time, we cannot be sure of the form or amount of consideration or other terms relating to any
such acquisition. Such consideration could take many forms, including cash payments, promissory
notes and shares of our stock. The payment of such consideration could result in dilution of the
interests of our stockholders and could reduce the net income per share and funds from operations
per share attributable to our stockholders investments.
In addition, while we would no longer bear the costs of the various fees and expenses we
expect to pay to our advisor under an advisory agreement, our direct expenses would include general
and administrative costs, including legal, accounting, and other expenses related to corporate
governance, SEC reporting and compliance. We would also incur the compensation and benefits costs
of our officers and other employees and consultants that are now paid by our advisor or its
affiliates. In addition, we may issue equity awards to officers, employees and consultants, which
awards would decrease net income and funds from operations and may further dilute our stockholders
investments. We cannot reasonably estimate the amount of fees to our advisor we would save and the
costs we would incur if we became self-managed. If the expenses we assume as a result of an
internalization are higher than the expenses we avoid paying to our advisor, our net income per
share and funds from operations per share would be lower as a result of the internalization than it
otherwise would have been, potentially decreasing the amount of funds available to distribute to
our stockholders and the value of shares of our common stock.
As currently organized, we do not directly have any employees. If we elect to internalize our
operations, we would employ personnel and would be subject to potential liabilities commonly faced
by employers, such as workers disability and compensation claims, potential labor disputes and
other employee-related liabilities and grievances. Upon any internalization of our advisor, certain
key personnel of our advisor may not be employed by us, but instead may remain employees of our
sponsor or its affiliates.
If we internalize our management functions, we could have difficulty integrating these
functions as a stand-alone entity. Currently, our advisor and its affiliates perform asset
management and general and administrative functions, including accounting and financial reporting,
for multiple entities. They have a great deal of know-how and can experience economies of scale. We
may fail to properly identify the appropriate mix of personnel and capital needs to operate as a
stand-alone entity. An inability to manage an internalization transaction effectively could thus
result in our incurring excess costs and/or suffering deficiencies in our disclosure controls and
procedures or our internal control over financial reporting. Such deficiencies could cause us to
incur additional costs, and our managements attention could be diverted from most effectively
managing our properties.
Further, such an inability to manage an internalization transaction effectively, potential
conflicts of interests arising from an internalization of our management functions, and/or other
problems experienced with this possible transaction could lead to stockholder lawsuits. If such
lawsuits are filed against us, the cost of defending the lawsuits is likely to be expensive and,
even if we ultimately prevail, the process will divert our attention from operating our business.
If we do not prevail in any such lawsuit which may be filed against us in the future, we may be
liable for damages. In such event, we cannot predict the amount of any such damages; however, they
may be significant and may reduce our cash available for operations or future distributions to our
stockholders.
The recent downturn in the credit markets may increase the cost of borrowing, and may make it
difficult for us to obtain financing, which may have a material adverse effect on our operations,
liquidity and/or capital resources.
Recent events in the financial markets have had an adverse effect on the credit markets and,
as a result, the availability of credit may become more expensive and difficult to obtain. The
negative impact on the tightening of the credit markets may have an adverse effect on our ability
to obtain financing for future acquisitions or extensions or renewals or refinancing for our
current mortgage loan payables. The negative impact of the recent adverse changes in the credit
markets and on the real estate sector generally may have a material adverse effect on our
operations, liquidity and capital resources.
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Our success is dependent on the performance of our sponsor.
Our ability to achieve our investment objectives and to conduct our operations is dependent
upon the performance of our advisor, which is a subsidiary of our sponsor, Grubb & Ellis. Our
sponsors business is sensitive to trends in the general economy, as well as the commercial real
estate and credit markets. The current macroeconomic environment and accompanying credit crisis has
negatively impacted the value of commercial real estate assets, contributing to a general slow-down
in our sponsors industry. A prolonged and pronounced recession could continue or accelerate the
reduction in overall transaction volume and size of sales and leasing activities that our sponsor
has already experienced, and would continue to put downward pressure on our sponsors revenues and
operating results. To the extent that any decline in our sponsors revenues and operating results
impacts the performance of our advisor, our results of operations and financial condition could
also suffer.
Dramatic increases in our insurance rates could adversely affect our cash flows and our ability to
pay future distributions to our stockholders.
Recently, prices for insurance coverage have increased dramatically. We may not be able to
renew our insurance coverage at our current or reasonable rates nor can we estimate the amount of
potential increases of policy premiums. As a result, our cash flows could be adversely impacted by
increased premiums.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use of Public Offering Proceeds
Initial Offering
On July 19, 2006, we commenced a best efforts initial public offering, or our initial
offering, of up to 100,000,000 shares of our common stock for $10.00 per share and up to 5,000,000
shares of our common stock pursuant to the DRIP for $9.50 per share, aggregating up to
$1,047,500,000. The shares of our common stock offered in our initial offering have been registered
with the SEC on a Registration Statement on Form S-11 (File No. 333-130945) under the Securities
Act of 1933, as amended, which was declared effective by the SEC on July 19, 2006. Our initial offering
terminated July 17, 2009. As of July 17, 2009, we had received and accepted subscriptions in our
initial offering for 15,738,457 shares of our common stock, or $157,218,000 excluding shares issued
pursuant to the DRIP. As of July 17, 2009, a total of $7,706,000 in distributions were reinvested
and 811,158 shares of our common stock were issued under the DRIP.
In our initial offering, as of September 30, 2009, we had incurred marketing support fees of
$3,929,000, selling commissions of $10,877,000, and due diligence expense reimbursements of
$141,000. We had also incurred other offering expenses of $2,361,000. Such fees and reimbursements
were incurred to our affiliates and are charged to stockholders equity as such amounts were
reimbursed from the gross proceeds of our initial offering. The cost of raising funds in our
initial offering as a percentage of funds was 11.0%. As of July 17, 2009, net offering proceeds
were $147,616,000, including proceeds from the DRIP and after deducting offering expenses.
As of September 30, 2009, we had used $11,813,000 in proceeds from our initial offering to
purchase our 13 properties, $41,900,000 to repay borrowings from an affiliate incurred in
connection with such acquisitions and $68,000,000 to repay borrowings from non-affiliates incurred
in connection with such acquisitions.
Follow-on Offering
On July 20, 2009, we commenced a best efforts follow-on offering, or our follow-on offering,
of up to 100,000,000 shares of our common stock for $10.00 per share and up to 5,000,000 shares of
our common stock pursuant to the DRIP for $9.50 per share, aggregating up to $1,047,500,000. The
shares of our common stock offered in our follow-on offering have been registered with the SEC on a
Registration Statement on Form S-11 (File No. 333-157375) under
the Securities Act of 1933, as amended, which
was declared effective by the SEC on July 17, 2009. As of September 30, 2009, we had received and
accepted subscriptions in our follow-on offering for 188,408 shares of our common stock, or
$1,884,000, excluding shares issued pursuant to the DRIP. As of September 30, 2009, a total of
$701,000 in distributions were reinvested and 73,664 shares of our common stock were issued under
the DRIP.
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In our follow-on offering, as of September 30, 2009, we had incurred selling commissions of
$131,000 and dealer manager fees of $57,000. We had also incurred other offering expenses of
$19,000. Such fees and reimbursements were incurred to our affiliates and are charged to
stockholders equity as such amounts are reimbursed from the gross proceeds of our follow-on
offering. The cost of raising funds in our follow-on offering as a percentage of funds raised will
not exceed 11.0%. As of September 30, 2009, net offering
proceeds were $2,378,000, including
proceeds from the DRIP and after deducting offering expenses.
As of September 30, 2009, we had used $1,067,000 in proceeds from our follow-on offering to
repay debt to non-affiliates incurred in connection with previous property acquisitions.
Unregistered Sales of Equity Securities
On September 24, 2009, we issued 1,000 shares of restricted common stock to our newly elected
independent director, Richard S. Johnson, pursuant to our 2006 Incentive Award Plan in a private
transaction exempt from registration pursuant to Section 4(2) of the Securities Act. This
restricted common stock award vested 20.0% on the grant date and 20.0% will vest on each of the
first four anniversaries of the date of the grant.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Our share repurchase plan allows for share repurchases by us when certain criteria are met by
our stockholders. Share repurchases will be made at the sole discretion of our board of directors.
Funds for the repurchase of shares of our common stock will come exclusively from the proceeds we
receive from the sale of shares under the DRIP.
During the three months ended September 30, 2009, we repurchased shares of our common stock as
follows:
(c) | (d) | |||||||||||||||
Total Number of | Maximum Approximate | |||||||||||||||
Shares Purchased As | Dollar Value | |||||||||||||||
Part of | of Shares that May | |||||||||||||||
(a) | (b) | Publicly | Yet Be Purchased | |||||||||||||
Total Number of | Average Price | Announced | Under the | |||||||||||||
Period | Shares Purchased | Paid per Share | Plan or Program(1) | Plans or Programs | ||||||||||||
July 1, 2009 to July 31, 2009 |
28,173 | $ | 10.00 | 28,173 | $ | | (2) | |||||||||
August 1, 2009 to August 31, 2009 |
| $ | | | $ | | ||||||||||
September 1, 2009 to September 30, 2009 |
| $ | | | $ | |
(1) | Our board of directors adopted a share repurchase plan effective July 19, 2006. Our board of directors adopted, and we publicly announced, an amended share repurchase plan effective August 25, 2008. On September 30, 2009, our board of directors approved an amendment and restatement of our share repurchase plan. As of September 30, 2009, we had repurchased 276,983 shares pursuant to our share repurchase plan. Our share repurchase plan does not have an expiration date. | |
(2) | Subject to funds being available, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year. |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly
Report on Form 10-Q) are included, or incorporated by reference, in this Quarterly Report on Form
10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Grubb & Ellis Apartment REIT, Inc.
(Registrant) |
||||
November 12, 2009 | By: | /s/ Stanley J. Olander, Jr. | ||
Date | Stanley J. Olander, Jr. | |||
Chief Executive Officer and President (principal executive officer) |
||||
November 12, 2009 | By: | /s/ Shannon K S Johnson | ||
Date | Shannon K S Johnson | |||
Chief Financial Officer (principal financial officer and principal accounting officer) |
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EXHIBIT INDEX
Following the consummation of the merger of NNN Realty Advisors, Inc., which previously served
as our sponsor, with and into a wholly-owned subsidiary of our sponsor, Grubb & Ellis Company, on
December 7, 2007, NNN Apartment REIT, Inc., NNN Apartment REIT Holdings, L.P., NNN Apartment REIT
Advisor, LLC, NNN Apartment Management, LLC, Triple Net Properties, LLC, NNN Residential
Management, Inc. and NNN Capital Corp. changed their names to Grubb & Ellis Apartment REIT, Inc.,
Grubb & Ellis Apartment REIT Holdings, L.P., Grubb & Ellis Apartment REIT Advisor, LLC, Grubb &
Ellis Apartment Management, LLC, Grubb & Ellis Realty Investors, LLC, Grubb & Ellis Residential
Management, Inc. and Grubb & Ellis Securities, Inc., respectively. The following Exhibit List
refers to the entity names used prior to such name changes in order to accurately reflect the names
of the parties on the documents listed.
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the
exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on
Form 10-Q for the period ended September 30, 2009 (and are numbered in accordance with Item 601 of
Regulation S-K).
3.1 | Articles of Amendment and Restatement of NNN Apartment REIT, Inc. dated July 18, 2006 (included as Exhibit 3.1 to our Form 10-Q filed November 9, 2006 and incorporated herein by reference) | ||
3.2 | Amended and Restated Bylaws of NNN Apartment REIT, Inc. dated July 19, 2006 (included as Exhibit 3.2 to our Form 10-Q filed November 9, 2006 and incorporated herein by reference) | ||
3.3 | Agreement of Limited Partnership of NNN Apartment REIT Holdings, L.P. dated July 19, 2006 (included as Exhibit 3.3 to our Form 10-Q filed November 9, 2006 and incorporated herein by reference) | ||
3.4 | Amendment to Amended and Restated Bylaws of NNN Apartment REIT, Inc. dated December 6, 2006 (included as Exhibit 3.6 to Post-Effective Amendment No. 1 to the registrants Registration Statement on Form S-11 (File No. 333-130945) filed January 31, 2007 and incorporated herein by reference) | ||
3.5 | Articles of Amendment to the Articles of Amendment and Restatement of Grubb & Ellis Apartment REIT, Inc. dated December 7, 2007 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 10, 2007 and incorporated herein by reference) | ||
4.1 | Form of Subscription Agreement (included as Exhibit B to our Prospectus filed pursuant to Rule 424(b)(3) (File No. 333-157375) filed July 16, 2009 and incorporated herein by reference, and as amended and included as Annex A to Supplement No. 1 to our Prospectus filed August 14, 2009 and incorporated herein by reference) | ||
4.2 | Amended and Restated Share Repurchase Plan of Grubb & Ellis Apartment REIT, Inc. (included as Exhibit 10.1 to our Current Report on Form 8-K filed on October 2, 2009 and incorporated herein by reference) | ||
10.1 | Amendment No. 2 to First Amended and Restated Advisory Agreement by and between Grubb & Ellis Apartment REIT, Inc. and Grubb & Ellis Apartment REIT Advisor, LLC, dated as of July 17, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 23, 2009 and incorporated herein by reference) | ||
10.2 | Fifth Amendment to and Waiver of Loan Agreement with Wachovia Bank dated August 31, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 4, 2009 and incorporated herein by reference) | ||
10.3 | Extension No. 2 to the Unsecured Promissory Note with NNN Realty Advisors, Inc. dated September 15, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 18, 2009 and incorporated herein by reference) | ||
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, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2** | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Filed herewith. | |
** | Furnished herewith. |
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