UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 22, 2010
December 22, 2010
Steadfast Income REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland (State or Other Jurisdiction of Incorporation) |
333-160748 (Commission File Number) |
27-0351641 (IRS Employer Identification No.) |
18100 Von Karman Avenue, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (949) 852-0700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
On December 22, 2010, Steadfast Income REIT, Inc. (the Company), through a consolidated
subsidiary, acquired a fee simple interest in a multifamily property located in Des Moines, Iowa,
commonly known as the Park Place Condominiums (the Park Place Property). The Company hereby
amends the Form 8-K filed December 29, 2010 to provide the required financial information related
to its acquisition of the Park Place Property.
(a)
|
Financial Statements of Real Estate Acquired | |||
Park Place Property | ||||
Report of Independent Registered Public Accounting Firm | F-1 | |||
Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2010 (unaudited) and the Year Ended December 31, 2009 | F-2 | |||
Notes to Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2010 (unaudited) and the Year Ended December 31, 2009 | F-3 | |||
(b)
|
Pro Forma Financial Information | |||
Steadfast Income REIT, Inc. | ||||
Summary of Unaudited Pro Forma Financial Statements | F-5 | |||
Unaudited Pro Forma Balance Sheet as of September 30, 2010 | F-6 | |||
Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2010 | F-8 | |||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2009 | F-11 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Steadfast Income REIT, Inc. |
||||
Dated: March 1, 2011 | By: | /s/ James M. Kasim | ||
James M. Kasim | ||||
Chief Financial Officer and Treasurer | ||||
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Steadfast Income REIT, Inc.
Steadfast Income REIT, Inc.
We have audited the accompanying statement of revenues over certain operating expenses of the
Park Place Property for the year ended December 31, 2009. This statement is the responsibility of
the Park Place Propertys management. Our responsibility is to express an opinion on the statement
based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in the
United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues over certain operating expenses is free of
material misstatement. We were not engaged to perform an audit of the Park Place Propertys
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Park
Place Propertys internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of revenues over certain operating expenses, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall
presentation of the statement of revenues over certain operating expenses. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and Exchange Commission, as
described in Note 2, and is not intended to be a complete presentation of the Park Place Propertys
revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses referred to above
presents fairly, in all material respects, the revenues and certain operating expenses, as
described in Note 2, of the Park Place Property for the year ended December 31, 2009, in conformity
with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP | ||||
Irvine, California
February 25, 2011
February 25, 2011
F-1
PARK PLACE PROPERTY
STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
Nine Months Ended | Year Ended | |||||||
September 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Revenues: |
||||||||
Rental income |
$ | 874,296 | $ | 1,004,897 | ||||
Tenant reimbursements and other |
198,238 | 193,790 | ||||||
Total revenues |
1,072,534 | 1,198,687 | ||||||
Expenses: |
||||||||
Operating, maintenance and management |
385,604 | 518,491 | ||||||
Real estate taxes and insurance |
226,872 | 303,303 | ||||||
General and administrative expenses |
23,724 | 83,423 | ||||||
Total expenses |
636,200 | 905,217 | ||||||
Revenues over certain operating expenses |
$ | 436,334 | $ | 293,470 | ||||
See accompanying notes to statements of revenues over certain operating expenses.
F-2
PARK PLACE PROPERTY
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
For the Nine Months Ended September 30, 2010 (unaudited)
and the Year Ended December 31, 2009
and the Year Ended December 31, 2009
1. DESCRIPTION OF REAL ESTATE PROPERTY
On December 22, 2010 (the Closing Date), Steadfast Income REIT, Inc. (the Company)
acquired a fee simple interest in a multifamily property located in Des Moines, Iowa, commonly
known as the Park Place Condominiums (the Park Place Property), through SIR Park Place, LLC, an
indirect wholly-owned subsidiary of Steadfast Income REIT Operating Partnership, LP, the Companys
operating partnership. The Park Place Property is comprised of 147 condominium units with
approximately 90,000 rentable square feet within a 16-story apartment complex with a total of 158
condominium units in downtown Des Moines, Iowa.
The Park Place Property contains studio, one- and two-bedroom units ranging from 429 square
feet to 679 square feet per unit, as well as 101 onsite garage parking spaces and a nearby surface
lot containing 40 parking spaces. The Park Place Property includes various community amenities
such as a fitness center, community room with Wi-Fi and library, a computer room, a secure access
entry, and laundry facilities. As of September 30, 2010 and December 31, 2009, and the Park Place
Property was 93% and 98% leased, respectively.
The Company is a Maryland corporation formed to invest in and manage a diverse portfolio of
real estate investments, primarily in the multifamily sector, located throughout the United States.
2. BASIS OF PRESENTATION
The accompanying statements of revenues over certain operating expenses have been prepared to
comply with the rules and regulations of the Securities and Exchange Commission (SEC).
The Park Place Property is not a legal entity and the accompanying statements are not
representative of the actual operations for the periods presented, as certain revenues and expenses
have been excluded that may not be comparable to the revenues and expenses the Company expects to
incur in the future operations of the Park Place Property. Excluded items include interest,
depreciation and amortization, and general and administrative costs not directly comparable to the
future operations of the Park Place Property.
An audited statement of revenues over certain operating expenses is being presented for the
most recent year available instead of the three most recent years based on the following factors:
(1) the Park Place Property was acquired from an unaffiliated party and (2) based on due diligence
of the Park Place Property conducted by the Company, management is not aware of any material
factors relating to the Park Place Property that would cause this financial information not to be
indicative of future operating results.
Square footage, occupancy and other measures used to describe real estate included in the
notes to statements of revenues over certain operating expenses are presented on an unaudited
basis.
The statement of revenues over certain operating expenses for the nine months ended September
30, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of
normal, recurring adjustments) necessary for the fair presentation of the financial statement for
the interim period have been included. The results of the interim period are not necessarily
indicative of the results to be obtained for a full year.
F-3
PARK PLACE PROPERTY
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES (CONTINUED)
For the Nine Months Ended September 30, 2010 (unaudited)
and the Year Ended December 31, 2009
and the Year Ended December 31, 2009
3. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Park Place Property leases residential condominiums under operating leases generally with
terms of one year or less. Rental revenue, including rental abatements, concessions and
contractual fixed increases is recognized on a straight-line basis over the term of the related
lease. Tenant reimbursements and other consists of charges billed to tenants for utilities,
parking, application, and other fees. Tenant reimbursements and other income are recognized when
earned.
Use of Estimates
The preparation of financial statements, as described in Note 2 and in conformity with U.S.
generally accepted accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of revenues and expenses during the reporting period. Actual
results could materially differ from those estimates.
4. COMMITMENT AND CONTINGENCIES
Litigation
The Park Place Property may become party to legal proceedings that arise in the ordinary
course of its business. Management is not aware of any legal proceedings of which the outcome is
reasonably likely to have a material adverse effect on its results of operations or financial
condition.
Other Matters
Compliance with existing environmental laws is not expected to have a material adverse effect
on the Park Place Propertys financial position or results of operations as of December 31, 2009.
The Park Place Property is subject to various environmental laws of Federal, State and local
governments.
F-4
STEADFAST INCOME REIT, INC.
SUMMARY OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following pro forma information should be read in conjunction with the consolidated balance
sheets of the Company as of December 31, 2009 and September 30, 2010, the related consolidated
statements of operations, equity, and cash flows for the nine months ended September 30, 2010, and
the notes thereto contained in the Companys quarterly report on Form 10-Q filed on November 15,
2010. In addition, this pro forma information should be read in conjunction with the statements of
revenues over certain operating expenses and the notes thereto of the Lincoln Tower Property, which
has been included in the Companys prior filing with the SEC and the statements of revenues over
certain operating expenses and the notes thereto of the Park Place Property, which are included
herein.
The following unaudited pro forma balance sheet as of September 30, 2010, has been prepared to
give effect to the acquisition of the Park Place Property acquired on December 22, 2010, as if the
acquisition occurred on September 30, 2010. The Lincoln Towers Property was acquired on August 11,
2010 and is recorded in the Companys historical balance sheet as of September 30, 2010.
The following unaudited pro forma statements of operations for the nine months ended September
30, 2010 and for the year ended December 31, 2009, have been prepared to give effect to the
acquisition of the Lincoln Towers Property and the Park Place Property as if the acquisitions
occurred on January 1, 2009.
These unaudited pro forma financial statements are prepared for informational purposes only
and are not necessarily indicative of future results or of actual results that would have been
achieved had the acquisitions of the Lincoln Tower Property and the Park Place Property had been
consummated as of the dates indicated. In addition, the unaudited pro forma balance sheet includes
pro forma allocations of the Park Place Property purchase price based upon preliminary estimates of
the fair value of the assets and liabilities acquired in connection with the acquisition. These
allocations may be adjusted in the future upon finalization of these preliminary estimates. The
audited statement of revenues over certain expenses of the Lincoln Tower Property has been
previously filed on From 8-K/A with the SEC on October 25, 2010.
F-5
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA BALANCE SHEET
As of September 30, 2010
As of September 30, 2010
Pro Forma Adjustments | ||||||||||||
Steadfast | ||||||||||||
Income | ||||||||||||
REIT, Inc. | Park Place | Pro Forma | ||||||||||
Historical (a) | Property (b) | Total | ||||||||||
Assets |
||||||||||||
Real estate: |
||||||||||||
Land |
$ | 258,600 | $ | 500,000 | (c) | $ | 758,600 | |||||
Buildings and improvements |
8,741,736 | 6,825,620 | (c) | 15,567,356 | ||||||||
Tenant origination and absorption costs |
499,664 | 724,380 | (c) | 1,224,044 | ||||||||
Total real estate, cost |
9,500,000 | 8,050,000 | 17,550,000 | |||||||||
Less accumulated depreciation and amortization |
(175,558 | ) | | (175,558 | ) | |||||||
Total real estate, net |
9,324,442 | 8,050,000 | 17,374,442 | |||||||||
Cash and cash equivalents |
2,844,851 | (209,811 | )(b)(d) | 2,635,040 | ||||||||
Rents and other receivables |
108,327 | 19,914 | (b) | 128,241 | ||||||||
Deferred financing costs and other assets, net |
50,432 | 47,668 | (b) | 98,100 | ||||||||
Total assets |
$ | 12,328,052 | $ | 7,907,771 | $ | 20,235,823 | ||||||
Liabilities and stockholders equity |
||||||||||||
Notes payable |
$ | 6,650,000 | $ | 5,000,000 | (b) | $ | 11,650,000 | |||||
Accounts payable and accrued liabilities |
504,205 | 174,379 | (b) | 678,584 | ||||||||
Distributions Payable |
36,752 | | 36,752 | |||||||||
Due to affiliates |
316,012 | | 316,012 | |||||||||
Total liabilities |
7,506,969 | 5,174,379 | 12,681,348 | |||||||||
Commitments and contingencies |
||||||||||||
Redeemable common stock |
2,387 | | 2,387 | |||||||||
Stockholders equity: |
||||||||||||
Preferred stock, $.01 par value; 100,000 shares
authorized, no shares issued and outstanding |
| | | |||||||||
Common stock, $.01 par value; 999,999,999 shares
authorized, 772,143 shares issued and
outstanding, 1,098,586 pro forma shares |
7,721 | 3,264 | (b) | 10,985 | ||||||||
Convertible stock, $.01 par value; 1,000 shares
issued, and outstanding as of September 30, 2010 |
10 | | 10 | |||||||||
Additional paid-in capital |
6,081,361 | 2,730,128 | (b) | 8,811,489 | ||||||||
Cumulative distributions and net losses |
(1,270,396 | ) | | (1,270,396 | ) | |||||||
Total stockholders equity |
4,818,696 | 2,733,392 | 7,552,088 | |||||||||
Noncontrolling interest |
| | | |||||||||
Total equity |
4,818,696 | 2,733,392 | 7,552,088 | |||||||||
Total liabilities and stockholders equity |
$ | 12,328,052 | $ | 7,907,771 | $ | 20,235,823 | ||||||
F-6
STEADFAST INCOME REIT, INC.
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
As of September 30, 2010
(a) | Historical financial information as of September 30, 2010, derived from the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010. |
(b) | Represents adjustments to the balance sheet of the Company to give effect to the acquisition of the Park Place Property and related cash, other assets and liabilities as if the acquisition had occurred on September 30, 2010. The purchase price of the Park Place Property, exclusive of closing, and other acquisition costs, was $8.1 million and was funded with proceeds from the Companys initial public and private offering and bank financing in the amount of $5.0 million. |
(c) | The Company recorded the cost of tangible assets and identifiable intangibles (consisting of tenant origination and absorption costs) acquired in a business combination based on their estimated fair values. The purchase price allocation is preliminary and subject to change. |
(d) | Represents proceeds from the issuance of common stock as of December 22, 2010 in excess of the purchase price of the Park Place Property. |
F-7
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2010
Steadfast | ||||||||||||||||
Income | Pro Forma Adjustments | |||||||||||||||
REIT, Inc | Lincoln Tower | Park Place | Pro Forma | |||||||||||||
Historical (a) | Property(b) | Property(b) | Total | |||||||||||||
Revenues: |
||||||||||||||||
Rental income |
$ | 263,425 | $ | 1,176,591 | (c) | $ | 874,296 | (c) | $ | 2,314,312 | ||||||
Tenant reimbursements and other |
14,226 | 21,062 | (d) | 198,238 | (d) | 233,526 | ||||||||||
Total revenues |
277,651 | 1,197,653 | 1,072,534 | 2,547,838 | ||||||||||||
Expenses: |
||||||||||||||||
Operating, maintenance and management |
86,087 | 418,425 | (e) | 385,604 | (e) | 890,116 | ||||||||||
Real estate taxes and insurance |
46,137 | 186,993 | (f) | 235,230 | (f) | 468,360 | ||||||||||
Fees to affiliates |
217,408 | (107,912 | )(g) | 86,976 | (g) | 196,472 | ||||||||||
General and administrative expenses |
753,963 | 31,155 | (h) | 23,724 | (h) | 808,842 | ||||||||||
Depreciation and amortization |
175,558 | 118,219 | (i) | 225,457 | (i) | 519,234 | ||||||||||
Interest expense |
56,799 | 243,951 | (j) | 206,250 | (j) | 507,000 | ||||||||||
Acquisition costs |
149,507 | (47,515 | )(k) | (89,296 | )(k) | 12,696 | ||||||||||
1,485,459 | 843,316 | 1,073,945 | 3,402,720 | |||||||||||||
Net loss |
(1,207,808 | ) | $ | 354,337 | $ | (1,411 | ) | (854,882 | ) | |||||||
Net loss attributable to noncontrolling interest |
1,000 | 1,000 | ||||||||||||||
Net loss attributable to common stockholders |
$ | (1,206,808 | ) | $ | (853,882 | ) | ||||||||||
Net loss per common share basic and diluted |
$ | (3.30 | ) | $ | (0.78 | ) | ||||||||||
Weighted-average number of common shares
outstanding basic and diluted |
365,924 | 1,098,586 | ||||||||||||||
F-8
STEADFAST INCOME REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2010
(a) | Historical financial information for the nine months ended September 30, 2010 derived from the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010. | |
(b) | Represents adjustments to historical operations of the Company to give effect to the acquisition of the Park Place Property and Lincoln Towers Property as if these assets had been acquired as of January 1, 2009. | |
(c) | Represents base rental income (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010, based on the historical operations of the previous owners. Base rent is recognized on a straight-line basis beginning on the pro forma acquisition date of January 1, 2009. | |
(d) | Represents operating cost reimbursements and other operating income from tenants (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010, based on historical operations of the previous owners. | |
(e) | Represents operating, maintenance and management expenses (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010, based on historical operations of the previous owners. | |
(f) | Represents real estate taxes and insurance expense incurred (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010, based on management estimates. | |
(g) | Represents fees to affiliates that require adjustment to the historical statement of operations of the Company for the nine months ended September 30, 2010 for the Lincoln Tower Property and the Park Place Property as if they had been acquired on January 1, 2009. The pro forma total fees to affiliates for the nine months ended September 30, 2010 are as follows: |
| Investment Management Fees: Investment management fees are payable to the Companys advisor, Steadfast Income Advisor, LLC (Advisor) based on an annual fee, payable monthly, of 0.80% of the acquisition cost of the Lincoln Tower Property and the Park Place Property, including acquisition fees and acquisition expenses, as defined in the Advisory Agreement. The investment management fees payable to the Advisor attributable to the acquisition cost for the nine months ended September 30, 2010 was $107,298; and | ||
| Property Management Fees: Property management fees are payable to the property manager based on 3.5% of the monthly gross revenues of the Lincoln Tower Property and the Park Place Property, as defined in each of the Property Management Agreements. The property management fees payable to the property manager for the nine months ended September 30, 2010 was $89,174. |
(h) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010, based on historical operations of the previous owners of the Lincoln Towers Property and the Park Place Property. | |
(i) | Represents depreciation expense (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2010. Depreciation expense on the property is recognized using the straight-line method and a 27.5-year life. Depreciation expense on the purchase price of the tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease. |
F-9
(j) | Represents interest expense incurred on $6.65 million in seller financing from the seller of the Lincoln Tower Property pursuant to a promissory note bearing interest at a rate of 6% and interest expense incurred on $5 million in debt related to the Park Place Property pursuant to a promissory note bearing interest at a rate of 5.25%, as further described in the Form 8-K filed by the Company on December 29, 2010. | |
(k) | Represents adjustments made to acquisition costs for the nine months ended September 30, 2010, in order to eliminate those amounts incurred by the Company that were attributable to the Lincoln Tower Property and the Park Place Property during the nine months ended September 30, 2010, as if the assets had been acquired as of January 1, 2009. |
F-10
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009
Steadfast | ||||||||||||||||
Income | Pro Forma Adjustments | |||||||||||||||
REIT, Inc | Lincoln Tower | Park Place | Pro Forma | |||||||||||||
Historical (a) | Property(b) | Property(b) | Total | |||||||||||||
Revenues: |
||||||||||||||||
Rental income |
$ | | $ | 1,825,440 | (c) | $ | 1,004,897 | (c) | $ | 2,830,337 | ||||||
Tenant reimbursements and other |
| 45,064 | (d) | 193,790 | (d) | 238,854 | ||||||||||
Total revenues |
| 1,870,504 | 1,198,687 | 3,069,191 | ||||||||||||
Expenses: |
||||||||||||||||
Operating, maintenance and management |
| 792,851 | (e) | 518,491 | (e) | 1,311,342 | ||||||||||
Real estate taxes and insurance |
| 306,439 | (f) | 312,179 | (f) | 618,618 | ||||||||||
Fees to affiliates |
| 335,474 | (g) | 272,649 | (g) | 608,123 | ||||||||||
General and administrative expenses |
| 25,220 | (h) | 83,423 | (h) | 108,643 | ||||||||||
Depreciation and amortization |
| 803,276 | (i) | 1,024,989 | (i) | 1,828,265 | ||||||||||
Interest expense |
| 401,000 | (j) | 275,000 | (j) | 676,000 | ||||||||||
Acquisition costs |
| 142,916 | (k) | 188,964 | (k) | 331,880 | ||||||||||
| 2,807,176 | 2,675,695 | 5,482,871 | |||||||||||||
Net loss |
| $ | (936,672 | ) | $ | (1,477,008 | ) | (2,413,680 | ) | |||||||
Net loss attributable to noncontrolling interest |
| | ||||||||||||||
Net loss attributable to common stockholders |
$ | | $ | (2,413,680 | ) | |||||||||||
Net loss per common share basic and diluted |
$ | | $ | (2.20 | ) | |||||||||||
Weighted-average number of common shares
outstanding basic and diluted |
22,233 | 1,098,586 | ||||||||||||||
F-11
STEADFAST INCOME REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009
(a) | Historical financial information derived from the Companys audited financial statements for the year ended December 31, 2009. The Company did not commence operations until August 11, 2010, the date upon which it acquired the Lincoln Tower Property. However from the date of its formation on May 4, 2009 to December 31, 2009, the Company had issued 22,223 shares of common stock. | |
(b) | Represents adjustments to historical operations of the Company to give effect to the acquisition of the Lincoln Tower Property and the Park Place Property as if these assets had been acquired as of January 1, 2009. | |
(c) | Represents base rental income (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009, based on the historical operations of the previous owners of the Lincoln Tower Property and Park Place Property. Base rent is recognized on a straight-line basis beginning on the pro forma acquisition date of January 1, 2009. | |
(d) | Represents operating cost reimbursements and other operating income from tenants (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009, based on historical operations of the previous owners of the Lincoln Tower Property and the Park Place Property. | |
(e) | Represents operating, maintenance and management expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009, based on historical operations of the previous owners of the Lincoln Tower Property and the Park Place Property. | |
(f) | Represents real estate taxes and insurance expense incurred by the Lincoln Tower Property and the Park Place Property (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009, based on management estimates. | |
(g) | Represents fees to affiliates (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009 that would be due to affiliates had the Lincoln Tower Property and the Park Place Property been acquired on January 1, 2009. The pro forma total fees to affiliates are as follows: |
| Acquisition Fees: Acquisition fees are payable based on 2% of the sum of the acquisition cost of the Park Place Property, including acquisition expenses (with the total acquisition fees and acquisition expenses payable to the Advisor being subject to a limitation of 6% of the contract purchase price), as defined in the Advisory Agreement. The acquisition fee payable to Advisor attributable to the acquisitions of the Lincoln Tower Property and Park Place Property for the year ended December 31, 2009 was $357,637; | ||
| Investment Management Fees: Investment management fees are payable to Advisor based on an annual fee, payable monthly, of 0.80% of the acquisition cost of the Park Place Property, including acquisition fees and acquisition expenses, as defined in the Advisory Agreement. The investment management fees payable to Advisor attributable to the acquisition cost of the Lincoln Tower Property and Park Place Property for the year ended December 31, 2009 was $143,064; | ||
| Property Management Fees: Property management fees are payable to the property manager based on 3.5% of the monthly gross revenues of the Lincoln Tower Property and the Park Place Property, as defined in the Property Management Agreements. The property management fees payable to the property manager for the year ended December 31, 2009 was $107,422. |
F-12
(h) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009, based on historical operations of the previous owners of the Lincoln Tower Property and the Park Place Property. | |
(i) | Represents depreciation expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2009. Depreciation expense on the property is recognized using the straight-line method and a 27.5-year life. Depreciation expense on the purchase price of the tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease. | |
(j) | Represents interest expense incurred on $6.65 million in seller financing from the seller of the Lincoln Tower Property pursuant to a promissory note bearing interest at a rate of 6% and interest expense incurred on $5 million in debt related to the Park Place Property pursuant to a promissory note bearing interest at a rate of 5.25%, as further described in the Form 8-K filed by the Company on December 29, 2010. | |
(k) | Represents adjustments made to acquisition costs for the year ended December 31, 2009, to include those amounts incurred by the Company that were attributable to the Lincoln Tower Property and the Park Place Property, as if the assets had been acquired as of January 1, 2009. |
F-13