Resource Real Estate Opportunity REIT, Inc. - FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 31, 2010

LOGO

Resource Real Estate Opportunity REIT, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 000-54369


Maryland		27-0331816
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Commerce Square, 2005 Market Street, 15th Floor, Philadelphia, PA 19103

(Address of principal executive offices) (Zip code)

(215) 231-7050

(Registrant’s telephone number, including area code)

(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 following obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the securities Act (17CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 8.01.

Other Events

This Current Report on Form 8-K is being filed by Resource Real Estate Opportunity REIT, Inc. (the “Company”) to present information about the prior performance of programs sponsored by Resource Real Estate, Inc., the Company’s sponsor, and Resource America, the sponsor’s ultimate parent. This prior performance information is being filed on Form 8-K in order to be incorporated by reference into the Company’s Registration Statement on Form S-11 (File No. 333-160463) for its ongoing initial public offering.

SIGNATURE

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 thereunto duly authorized.


	RESOURCE REAL ESTATE OPPORTUNITY REIT, INC.

Dated: July 15, 2011	By:	/s/ ALAN F. FELDMAN
		Alan F. Feldman
		Chief Executive Officer
		(Principal Executive Officer)

PRIOR PERFORMANCE TABLES

As used herein, the terms “we,” “our” and “us” refer to Resource Real Estate Opportunity REIT, Inc.

The following Prior Performance Tables (the “Tables”) provide information relating to real estate investment programs (the “Prior Real Estate Programs”) sponsored by Resource Real Estate, Inc. and its affiliates, who control our advisor. As of December 31, 2010, all of the Prior Real Estate Programs (other than Resource Capital Corp, which is publicly traded) were closed or completed. Each of the Prior Real Estate Programs presented has investment objectives somewhat similar to Resource Real Estate Opportunity REIT, Inc. and was formed for the purpose of investing in commercial real estate similar to at least one type in which Resource Real Estate Opportunity REIT, Inc. intends to invest. Other than Resource Real Estate Opportunity Fund, L.P. and Resource Capital Corp., all of the Prior Real Estate Programs invested in stabilized, income-producing multifamily rental properties and held the properties for a longer period than we intend to hold properties. Resource Real Estate Opportunity Fund, L.P. invests in distressed debt and real estate owned by financial institutions. Resource Capital Corp., a publicly traded REIT that is not currently in offering as of the date of this report, invests in real estate related debt investments.

Investors in Resource Real Estate Opportunity REIT, Inc. will not own any interest in any Prior Real Estate Program and should not assume that they will experience returns, if any, comparable to those experienced by investors in the Prior Real Estate Programs.

Our advisor is responsible for the acquisition, operation, maintenance and resale of the real estate properties and real estate-related debt investments. Resource Real Estate, Inc. controls our advisor and was a sponsor of the Prior Real Estate Programs. The financial results of the Prior Real Estate Programs thus provide an indication of Prior Real Estate Programs for which Resource Real Estate, Inc. was ultimately responsible and the performance of these programs during the periods covered. However, general economic conditions affecting the real estate industry and other factors contribute significantly to financial results.

The tables presented in this report provide summary unaudited information related to the Prior Real Estate Programs. By purchasing shares in our ongoing public offering, investors will not acquire any ownership interest in any funds to which the information in this report relates and investors should not assume that they will experience returns, if any, comparable to those experienced by the investors in the real estate funds discussed. Further, the private funds discussed in this report were conducted through privately-held entities that may not have been subject to the up-front commissions, fees and expenses associated with our ongoing public offering nor all of the laws and regulations that will apply to us as a publicly offered REIT.

The information in this report should be read together with the summary information under the “Prior Performance Summary” section in our Registration Statement on Form S-11 (Reg. No. 333-160463) and with Table VI included in Part II of our Registration Statement. The following tables are included in this report:

•

Table I – Experience in Raising and Investing Funds;

•

Table II – Compensation to Sponsor;

•

Table III – Annual Operating Results of Prior Real Estate Programs; and

•

Table V – Sale or Disposition of Assets.

F-1

TABLE I

(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table sets forth a summary of the experience of the sponsors of Prior Real Estate Programs that have closed offerings since January 1, 2008. The Prior Real Estate Programs have somewhat similar investment objectives to Resource Real Estate Opportunity REIT, Inc. Information is provided with regard to the manner in which the proceeds of the offerings have been applied. Also set forth is information pertaining to the timing and length of these offerings and the time period over which the proceeds have been invested in the properties.

As of December 31, 2010


	Resource Real Estate Investors 6, L.P.					Resource Real Estate Investors 7, L.P.					Resource Real Estate Opportunity Fund, L.P.
Dollar amount offered		$35,000,000					$55,000,000					$50,000,000

Dollar amount raised	$	36,842,105		105	%	$	32,538,308		59	%	$	41,398,677		83	%
Less offering expenses:
Selling commissions and discounts		(2,720,909	)	–7.39	%		(2,453,062	)	–7.54	%		(2,359,724	)	–5.70	%
Underwriting		(699,180	)	–1.90	%		(613,265	)	–1.88	%		(786,575	)	–1.90	%
Organization and offering expenses paid to general partner or its affiliates		(888,521	)	–2.41	%		(813,458	)	–2.50	%		(1,034,967	)	–2.50	%
Reserves		(1,490,848	)	–4.05	%		(330,804	)	–1.02	%		(2,423,817	)	–5.85	%

Proceeds available for investment	$	31,042,647		84.26	%	$	28,327,719		87.06	%	$	34,793,594		84.05	%

Acquisition costs:
Prepaid items		8,266,675		10.85	%		11,529,374		17.43	%		8,937,948		19.11	%
Closing costs		2,549,563		3.35	%		1,510,219		2.28	%		500,824		1.07	%
Cash down payment		17,475,288		22.93	%		10,057,000		15.20	%		24,918,589		53.27	%
Debt proceeds		45,274,000		59.41	%		41,243,000		62.34	%		11,986,350		25.62	%
Acquisition fees paid to general partner		2,123,259		2.79	%		1,821,267		2.75	%		436,233		0.93	%
Property level reserves		515,419		0.67	%		—		0.00	%		—		—	%

Total acquisition cost	$	76,204,204		100.00	%	$	66,160,860		100.00	%	$	46,779,944		100.00	%

Percent leverage		59.41%					62.34%					25.62%
Date offering commenced		10/1/2007					6/16/2008					1/19/2009
Date offering closed		5/19/2008					9/11/2009					12/31/2009
Length of offering (in months)		8					16					12
Months to invest 90% of amount available for investment		5					7					9

F-2

TABLE I

EXPERIENCE IN RAISING AND INVESTING FUNDS (cont’d)

(ON A PERCENTAGE BASIS)

As of December 31, 2010


	with exercised Warrants Resource Capital Corp.					without exercised Warrants Resource Capital Corp.
Dollar amount offered		$324,458,867⁽¹⁾					$318,825,662
Dollar amount raised	$	324,458,867		100.00	%⁽²⁾	$	318,825,662		100.00	%
Less offering expenses:
Selling commissions		—		—	%		—		—	%
Underwriting		(10,680,563	)	–3.29	%⁽³⁾		(10,680,563	)	–3.35	%⁽³⁾
Organization and offering expenses paid		(5,488,199	)	–1.69	%⁽⁴⁾		(5,488,199	)	–1.72	%⁽⁴⁾
Reserves		—		—	%		—		—	%

Proceeds available for investment	$	308,290,105		95.02	%	$	302,656,900		93.25	%

Acquisition costs:
Prepaid items		—		—	%		—		—	%
Closing costs		—		—	%		—		—	%
Cash down payment		—		—	%		—		—	%
Debt proceeds		—		—	%		—		—	%
Acquisition fees paid to general partner		—		—	%		—		—	%
Property level reserves		—		—	%		—		—	%

Total acquisition cost	$	—		—	%	$	—		—	%

Percent leverage		79.87%⁽⁵⁾					79.87%⁽⁵⁾
Date offering commenced		1/31/2006					1/31/2006
Date offering closed		2/6/2006					2/6/2006
Length of offering (in days)		7					7
Months to invest 90% of amount available for investment		16⁽⁶⁾					16⁽⁶⁾

⁽¹⁾	Offering Proceeds with exercised warrants represent stock warrants issued in January 2006 that matured January 2009 and allowed stock purchases to be purchased at $15.00/share (total of 375,547 exercised for proceeds of $5.633 million).

⁽²⁾	Offering Proceeds are from January 1, 2006 through December 31, 2010 (Comprised of IPO and Follow-On offering/Greenshoe and additional 2009 offering and DRIP proceeds).

⁽³⁾	Underwriting Commissions paid to IPO, Follow-On Offering and 2009 offering to the underwriters of RSO.

⁽⁴⁾	Public Offering Expenses on a cash-basis paid from January 1, 2006 to December 31, 2010.

⁽⁵⁾	Leverage Calculation provided is per RCC’s financial covenants with counterparties whom request similar information.

⁽⁶⁾	Basis of information is February 2006 to close of RREF CDO 2007-1 in June 2007 where final offering proceeds were invested in the CDO Equity.

F-3

TABLE II

(UNAUDITED)

COMPENSATION TO SPONSOR

This Table sets forth the cumulative compensation received by affiliates of Resource Real Estate, Inc., including compensation paid out of offering proceeds and compensation paid in connection with the ongoing operations, for Prior Real Estate Programs that have closed offerings since January 1, 2008 and those Prior Real Estate Programs which paid compensation to our sponsor after January 1, 2008. The Prior Real Estate Programs have somewhat similar investment objectives to Resource Real Estate Opportunity REIT, Inc.

As of December 31, 2010


	SR Real Estate Investors, L.P.		SR Real Estate Investors II, L.P.		Resource Real Estate Investors, L.P.		Resource Real Estate Investors II, L.P.		Resource Real Estate Investors III, L.P.		Resource Real Estate Investors IV, L.P.
Date offering commenced		10/28/2002		9/15/2003		5/3/2004		2/15/2005		8/18/2005		7/17/2006
Date offering closed		4/15/2003		5/31/2004		12/31/2004		7/15/2005		6/16/2006		12/31/2006
Dollar amount raised	$	20,000,000	$	5,262,138	$	8,100,000	$	14,200,250	$	25,000,000	$	29,593,716
Amount paid to sponsor from proceeds of offering:
Underwriting fees		192,000		40,497		133,776		257,428		469,387		553,949
Acquisition fees:
- Real estate commissions		—		—		—		—		—		—
- Advisory fees for property acquisition		1,501,124		248,950		407,905		667,182		1,135,313		1,084,825
- Debt placement fees		1,380,207		197,770		344,390		494,813		833,000		706,735
Other - organization and offering expenses		576,000		77,969		219,000		282,260		486,563		466,839
Dollar amount of cash generated from operations before deducting payments to sponsors		5,815,999		1,404,000		1,683,161		3,922,909		6,435,182		9,802,995
Amount paid to sponsor from operations:
Property management fees		114,052		—		71,044		126,553		300,629		180,864
Partnership management fees		318,302		35,890		54,560		—		—		—
Reimbursements		—		—		—		—		—		—
Leasing commissions		—		—		—		—		—		—
Other		—		—		—		—		—		—
Dollar amount of property sales and refinancing before deducting payments to sponsor
- Cash		3,414,126		888,490		1,500,583		—		—		—
- Notes		—		—		—		—		—		—
Amount paid to sponsor from property sales and refinancing
Real estate commissions		—		—		—		—		—		—
Incentive fees		—		—		—		—		—		—
Other		—		—		—		—		—		—

F-4

TABLE II

(UNAUDITED)

COMPENSATION TO SPONSOR (cont’d)

As of December 31, 2010


	Resource Real Estate Investors V, L.P.		Resource Real Estate Investors 6, L.P.		Resource Real Estate Investors 7, L.P.		Resource Real Estate Opportunity Fund, L.P.
Date offering commenced		2/19/2007		10/1/2007		6/16/2008		1/19/2009
Date offering closed		8/31/20007		5/23/2008		9/11/2009		12/31/2009
Dollar amount raised	$	35,000,000	$	36,842,105	$	32,538,308	$	41,398,677
Amount paid to sponsor from proceeds of offering:
Underwriting fees		664,080		699,180		613,265		786,575
Acquisition fees:
- Real estate commissions		—		—		—		—
- Advisory fees for property acquisition		1,345,035		1,330,964		1,099,514		436,233
- Debt placement fees		920,063		792,295		721,753		—
Other - organization and offering expenses		831,194		888,521		813,458		1,034,967
Dollar amount of cash generated from operations before deducting payments to sponsor		6,282,414		2,644,950		340,236		(2,023,775	)
Amount paid to sponsor from operations:
Property management fees		68,966		30,312		160,332		—
Partnership management fees		—		—		—		—
Reimbursements		—		—		—		—
Leasing commissions		—		—		—		—
Other		—		—		—		—
Dollar amount of property sales and refinancing before deducting payments to sponsor
- Cash		—		—		—		—
- Notes		—		—		—		—
Amount paid to sponsor from property sales and refinancing
Real estate commissions		—		—		—		—
Incentive fees		—		—		—		—
Other		—		—		—		—

F-5

TABLE II

(UNAUDITED)

COMPENSATION TO SPONSOR (cont’d)

As of December 31, 2010


	Resource Capital Corp.
Date offering commenced		1/31/2006
Date offering closed		2/6/2006
Dollar amount raised	$	324,458,867
Amount paid to sponsor from proceeds of offering:
Underwriting fees		—
Acquisition fees:
- Real estate commissions		—
- Advisory fees for property acquisition		—
- Debt placement fees		—
Other - organization and offering expenses		—
Dollar amount of cash generated from operations before deducting payments to sponsor		140,174,284
Amount paid to sponsor from operations:
Property management fees		—
Partnership management fees		—
Reimbursements		3,336,103	⁽¹⁾
Leasing commissions		—
Other		33,995,910	⁽²⁾
Dollar amount of property sales and refinancing before deducting payments to sponsor
- Cash		—
- Notes		—
Amount paid to sponsor from property sales and refinancing:
Real estate commissions		—
Incentive fees		—
Other		—

⁽¹⁾	Reimbursements represent Allocated Expenses paid to Resource America, Inc. for Manager Expenses from March 8, 2005 to December 31, 2009.

⁽²⁾	Other is comprised of the following:



-RCC payment of Base Management Fees (March 2005 to December 2009)	$	19,854,245
-RCC payment of Incentive Mgmt Fees (March 2005 to December 2009)	$	9,270,313
-RCC payment of LEAF Servicing Fees (September 2005 to December 2009)	$	2,991,358
-RCC payment of LEAF Acquisition Fees (September 2005 to December 2009)	$	1,879,994

F-6

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS

This Table sets forth the annual operating results of Prior Real Estate Programs that have closed offerings since January 1, 2006 and that have somewhat similar investment objectives to Resource Real Estate Opportunity REIT, Inc.

Resource Real Estate presents the data in Prior Performance Table III for each program on either a “GAAP basis” or an “income tax basis” depending on the reporting requirements of the particular program. The Table III presentation of Revenues, Expenses and Net Income for the public program has been prepared and presented by Resource Real Estate in conformity with accounting principles generally accepted in the Unites States of America, or GAAP, which incorporates accrual basis accounting. Resource Real Estate presents Table III for all private programs on an income tax basis (which can in turn be presented on either a cash basis or accrual basis), as the only applicable reporting requirement is for the year-end tax information provided to each investor. The Table III data for all private programs are prepared and presented by Resource Real Estate in accordance with the cash method of accounting for income tax purposes.

Although SEC rules and regulations allow Resource Real Estate to record and report results for its private programs on an income tax basis, investors should understand that the results of these private programs may be different if they were reported on a GAAP basis. Some of the major differences between GAAP accounting and income tax accounting (and, where applicable, between cash basis and accrual basis income tax accounting) that impact the accounting for investments in real estate are described below:

•

The primary difference between the cash methods of accounting and accrual methods (both GAAP and the accrual method of accounting for income tax purposes) is that the cash method of accounting generally reports income when received and expenses when paid while the accrual method generally requires income to be recorded when earned and expenses recognized when incurred.

•

GAAP requires that, when reporting lease revenue, the minimum annual rental revenue be recognized on a straight-line basis over the term of the related lease, whereas the cash method of accounting for income tax purposes requires recognition of income when cash payments are actually received from tenants, and the accrual method of accounting for income tax purposes requires recognition of income when the income is earned pursuant to the lease contract.

•

GAAP requires that when an asset is considered held for sale, depreciation ceases to be recognized on that asset, whereas for income tax purposes, depreciation continues until the asset either is sold or is no longer in service.

•

GAAP requires that when a building is purchased, certain intangible assets and liabilities (such as above-and below-market leases, tenant relationships and in-place lease costs) are allocated separately from the building and are amortized over significantly shorter lives than the depreciation recognized on the building. These intangible assets and liabilities are not recognized for income tax purposes and are not allocated separately from the building for purposes of tax depreciation.

•

GAAP requires that an asset is considered impaired when the carrying amount of the asset is greater than the sum of the future undiscounted cash flows expected to be generated by the asset, and an impairment loss must then be recognized to decrease the value of the asset to its fair value. For income tax purposes, losses are generally not recognized until the asset has been sold to an unrelated party or otherwise disposed of in an arm’s-length transaction.

When a real estate program owns 100% of the property, 100% of the program’s operating results are presented for the relevant years. When a real estate program directly invests in and owns a partial tenant-in-common interest in the property (as an example, 25.0%) and the remaining interest of the property (75.0%) is owned by unaffiliated tenants-in-common, only the operating results relating to the program’s ownership in the property (25.0%) are presented for the relevant years. The allocation is based on the public or private program’s effective ownership in the property.

F-7

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	SR Real Estate Investors, L.P.⁽¹⁾
	2003			2004			2005			6/30/2006
Rental Income and Other Income	$	6,169,378		$	12,315,732		$	12,729,828		$	6,571,801
Income/loss on investment in unconsolidated entity		—			(23,502	)		(8,440	)		—
Profit on sale of properties		—			—			1,198,501			—
Less: Operating expenses		(3,211,354	)		(6,492,334	)		(6,494,583	)		(3,954,750	)
Interest expense		(2,145,842	)		(4,105,704	)		(4,089,112	)		(1,929,905	)
Depreciation		(1,470,384	)		(2,914,185	)		(3,100,880	)		(1,654,181	)
Depreciation from pass thru investments		—			(144,459	)		(145,210	)		—

Net Income – GAAP Basis		(658,202	)		(1,364,452	)		90,104			(967,035	)

Taxable Income
- from operations		(339,220	)		(2,124,488	)		(822,912	)		(1,525,284	)
- from gain on sale		—			296,602			1,408,222			(945,804	)
Cash generated from operations		812,182			1,717,694			2,146,133			687,146
Cash generated from equity investments		—			20,490			—			—
Cash generated from sales and refinancing ⁽²⁾		—			—			3,414,126			—
Cash generated from recapitalization		—			—			—			17,981,681

Cash generated from operations, sales and refinancing		812,182			1,738,184			5,560,259			18,668,827
Add: Investment Management Fees ⁽³⁾		—			—			—			—
Less: Cash distributions to investors
- from operating cash flow		(680,600	)		(1,584,117	)		(1,598,806	)		(669,642	)
- from reserves		—			—			—			—
- from sales and refinancing		—			—			(3,293,021	)		—
- from liquidating distributions		—			—			—			(17,711,991	)

Cash generated (deficiency) after cash distributions		131,582			154,067			668,432			287,194
Less: Special Items		—			—			—			—

Cash generated (deficiency) after cash distributions and special items		131,582			154,067			668,432			287,194

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(20	)		(106	)		(49	)		(90	)
- from portfolio interest income		4			1			1			—
- from recapture		—			—			—			—
Capital gain (loss)		—			15			83			(56	)
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		34			78			95			40
- Reserves		—			—			—			—
- Other		—			—			—			—
- Return of capital		—			—			195			1,047
Source (on cash basis)
- Sales		—			—			195			1,047
- Refinancing		—			—			—			—
- Reserves		—			—			—			—
- Real estate operations		34			78			95			40
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		85.8	%		N/A

⁽¹⁾	On June 30, 2006, AR Real Estate Investors, LLC (“AR”) acquired 99.9% of the limited partnership interests of SR Real Estate Investors, L.P. (“SR I”) and SR Real Estate Investors II, L.P. (“SR II”). Effective July 1, 2006, SR I and SR II were consolidated into AR.

⁽²⁾	Cash generated solely from sales.

⁽³⁾	Represents deferred fees payable to general partner.

F-8

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	SR Real Estate Investors II, L.P.⁽¹⁾
	2003			2004			2005			6/30/2006
Gross Revenue	$	208		$	9,808		$	26,364		$	11,657
Income/loss on investment in unconsolidated entity		10,960			199,981			504,978			280,786
Profit on sale of properties		—			—			488,278			—
Less: Operating expenses		(6,348	)		(154,884	)		(148,360	)		(68,605	)
Interest expense		—			—			—			—
Depreciation		—			—			—			—
Depreciation from pass thru investments		(8,262	)		(352,409	)		(646,063	)		(308,860	)

Net Income – GAAP Basis		(3,442	)		(297,504	)		225,197			(85,022	)

Taxable Income
- from operations		10,999			(384,859	)		(238,516	)		(387,300	)
- from gain on sale		—			61,028			366,471			(246,135	)
Cash generated from operations		4,820			54,905			382,982			223,838
Cash generated from equity investments					218,834			308,467			174,264
Cash generated from sales and refinancing⁽²⁾		—			—			888,490			—
Cash generated from recapitalization		—			—			—			4,142,044

Cash generated from operations, sales and refinancing		4,820			273,739			1,579,939			4,540,146
Add: Investment Management Fees⁽³⁾		—			—			—			—
Less: Cash distributions to investors
- from operating cash flow		—			(184,938	)		(416,447	)		(176,186	)
- from reserves		—			—			—			—
- from sales and refinancing		—			—			(856,965	)		—
- from liquidating distributions		—			—			—			(4,015,364	)

Cash generated (deficiency) after cash distributions		4,820			88,801			306,527			348,596
Less: Special Items		—			—			—			—

Cash generated (deficiency) after cash distributions and special items		4,820			88,801			306,527			348,596

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		11			(75	)		(60	)		(91	)
- from portfolio interest income		—			2			6			3
- from recapture		—			—			—			—
Capital gain (loss)		—			12			83			(56	)
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		—			35			95			40
- Reserves		—			—			—			—
- Other		—			—			—			—
- Return of capital		—			784			195			912
Source (on cash basis)
- Sales		—			784			195			912
- Refinancing		—			—			—			—
- Reserves		—			—			—			—
- Real estate operations		—			35			95			40
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		85.8	%		N/A

⁽¹⁾	On June 30, 2006, AR Real Estate Investors, LLC (“AR”) acquired 99.9% of the limited partnership interests of SR Real Estate Investors, L.P. (“SR I”) and SR Real Estate Investors II, L.P. (“SR II”). Effective July 1, 2006, SR I and SR II were consolidated into AR.

⁽²⁾	Cash generated solely from sales.

⁽³⁾	Represents deferred fees payable to general partner.

F-9

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	AR Real Estate Investors, LLC ⁽¹⁾
	2006			2007			2008			2009			2010
Gross Revenue	$	6,742,709		$	13,709,068		$	13,722,918		$	11,871,285		$	8,378,488
Income/loss on investment in unconsolidated entity		—			—			—			—			—
Profit on sale of properties		—			—			—			(744,210	)		—
Less: Operating expenses		(3,393,214	)		(6,696,002	)		(6,855,617	)		(6,541,408	)		(4,693,859	)
Interest expense		(1,985,724	)		(3,896,101	)		(3,845,269	)		(3,202,970	)		(2,164,635	)
Depreciation		(1,858,270	)		(3,800,753	)		(3,738,876	)		(3,140,854	)		(2,147,259	)
Depreciation from pass thru investments		—			—			—			—			—

Net Income – GAAP Basis		(494,499	)		(683,788	)		(716,844	)		(1,758,157	)		(627,265	)

Taxable Income
- from operations		421,825			201,164			(404,945	)		(589,278	)		(680,524	)
- from gain on sale		—			—			—			873,148			—
Cash generated from operations		2,258,480			3,585,144			3,643,184			2,220,808			1,835,049
Cash generated from equity investments		—			—			—			—			—
Cash generated from sales and refinancing⁽²⁾		—			—			—			8,492,379			—
Cash generated from recapitalization		—			—			—			—			—

Cash generated from operations, sales and refinancing		2,258,480			3,585,144			3,643,184			10,713,187			1,835,049
Add: Investment Management Fees⁽³⁾		100,139			194,401			208,272			176,095			126,410
Less: Cash distributions to investors
- from operating cash flow		(856,720	)		(1,750,400	)		(1,786,089	)		(1,272,000	)		(987,000	)
- from reserves		—			—			—			—			—
- from sales and refinancing		—			—			—			(8,646,568	)		(75,417	)
- from liquidating distributions		—			—			—			—			—

Cash generated (deficiency) after cash distributions		1,501,899			2,029,145			2,065,367			970,714			899,042
Less: Special Items		—			—			—			—			—

Cash generated (deficiency) after cash distributions and special items		1,501,899			2,029,145			2,065,367			970,714			899,042

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		14			7			(16	)		(23	)		(27	)
- from portfolio interest income		3			1			—			—			—
- from recapture		—			—			—			—			—
Capital gain (loss)		—			—			—			34			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		33			68			70			49			38
- Reserves		—			—			—			—			—
- Other		—			—			—			—			—
- Return of capital		—			—			—			336			3
Source (on cash basis)
- Sales		—			—			—			336			3
- Refinancing		—			—			—			—			—
- Reserves		—			—			—			—			—
- Real estate operations		33			68			70			49			38
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%		100	%

⁽¹⁾	On June 30, 2006, AR Real Estate Investors, LLC (“AR”) acquired 99.9% of the limited partnership interests of SR Real Estate Investors, L.P. (“SR I”) and SR Real Estate Investors II, L.P. (“SR II”). Effective July 1, 2006, SR I and SR II were consolidated into AR.

⁽²⁾	Cash generated solely from sales.

⁽³⁾	Represents deferred fees payable to general partner.

F-10

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors, L.P.
	2004			2005			2006			2007			2008			2009			2010
Gross Revenue	$	69,367		$	3,342,387		$	3,689,367		$	3,670,367		$	3,701,209		$	3,718,882		$	3,745,000
Income/loss on investment in unconsolidated entity		—			(3,765	)		—			—			—			—			—
Profit on sale of properties		—			486,532			—			—			—			—			—
Less: Operating expenses		(89,132	)		(1,231,746	)		(1,993,588	)		(2,002,642	)		(2,005,338	)		(1,982,039	)		(2,059,314	)
Interest expense		(24,395	)		(1,402,925	)		(1,465,290	)		(1,465,294	)		(1,500,763	)		(1,477,228	)		(1,473,319	)
Depreciation		(41,403	)		(2,106,747	)		(955,054	)		(964,134	)		(984,369	)		(1,048,809	)		(1,111,348	)
Depreciation from pass thru investments		—			(63,782	)		—			—			—			—			—

Net Income – GAAP Basis		(85,563	)		(980,046	)		(724,565	)		(761,703	)		(789,261	)		(789,194	)		(898,941	)

Taxable Income
- from operations		(42,599	)		(764,482	)		(755,318	)		(722,370	)		(789,420	)		(803,590	)		(937,007	)
- from gain on sale		—			546,583			—			—			—			—			—
Cash generated from operations		(111,874	)		129,681			685,055			(206,885	)		393,530			417,170			250,880
Cash generated from equity investments		—			—			—			—			—			—			—
Cash generated from sales and refinancing⁽¹⁾		—			1,500,583			—			—			—			—			—
Cash generated from recapitalization		—			—			—			—			—			—			—

Cash generated from operations, sales and refinancing		(111,874	)		1,630,264			685,055			(206,885	)		393,530			417,170			250,880
Add: Investment Management Fees⁽²⁾		—			38,061			42,557			65,994			65,994			65,994			65,994
Less: Cash distributions to investors
- from operating cash flow		—			(168,344	)		(541,776	)		—			(228,272	)		(67,258	)		(101,757	)
- from reserves		—			(232,349	)		—			(541,776	)		(313,504	)		(154,772	)		—
- from other ⁽³⁾		—			—			—			—			—			—			—
- from sales and refinancing		—			(1,499,981	)		—			—			—			—			—
- from liquidating distributions		—			—			—			—			—			—			—

Cash generated (deficiency) after cash distributions		(111,874	)		(232,349	)		185,836			(682,667	)		(82,252	)		261,134			215,117
Less: Special Items		—			—			—			—			—			—			—

Cash generated (deficiency) after cash distributions and special items		(111,874	)		(232,349	)		185,836			(682,667	)		(82,252	)		261,134			215,117

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(11	)		(119	)		(118	)		(112	)		(122	)		(123	)		(38	)
- from portfolio interest income		1			1			1			2			3			1			—
- from recapture		—			—			—			—			—			—			—
Capital gain (loss)		—			83			—			—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		—			26			82			—			35			10			15
- Reserves		—			35			—			82			48			23			—
- Other ⁽³⁾		—			—			—			—			—			—			—
- Return of capital		—			227			—			—			—			—			—
Source (on cash basis)
- Sales		—			227			—			—			—			—			—
- Refinancing		—			—			—			—			—			—			—
- Reserves		—			35			—			82			48			23			—
- Real estate operations		—			26			82			—			35			10			15
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		84.9	%		84.9	%		84.9	%		84.9	%		84.9	%		84.9	%

⁽¹⁾	Cash generated solely from sales.

⁽²⁾	Represents deferred fees payable to general partner.

⁽³⁾	Represents advances from the general partner.

F-11

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors II, L.P.
	2005			2006			2007			2008			2009			2010
Gross Revenue	$	594,041		$	815,679		$	872,532		$	848,233		$	889,989		$	900,220
Income/loss on investment in unconsolidated entity		34,431			130,342			210,058			187,192			6,214			168,177
Profit on sale of properties		—			—			—			—			—			—
Less: Operating expenses		(425,932	)		(650,874	)		(645,463	)		(641,532	)		(653,079	)		(621,668	)
Interest expense		(260,970	)		(330,237	)		(331,074	)		(331,912	)		(330,163	)		(326,299	)
Depreciation		(287,629	)		(274,501	)		(240,700	)		(243,781	)		(251,667	)		(257,376	)
Depreciation from pass thru investments		(832,625	)		(1,385,729	)		(976,726	)		(1,015,032	)		(1,138,062	)		(1,216,562	)

Net Income – GAAP Basis		(1,178,684	)		(1,695,230	)		(1,111,373	)		(1,196,832	)		(1,476,768	)		(1,353,508	)

Taxable Income
- from operations		(640,820	)		(1,309,211	)		(956,248	)		(1,090,820	)		(1,135,292	)		(1,007,105	)
- from gain on sale		—			—			—			—			—			—
Cash generated from operations		926,883			(680,056	)		(42,097	)		33,541			137,944			319,927
Cash generated from equity investments		234,935			769,689			797,337			763,579			293,086			241,608
Cash generated from sales and refinancing⁽¹⁾		—			—			—			—			—			—
Cash generated from recapitalization		—			—			—			—			—			—

Cash generated from operations, sales and refinancing		1,161,818			89,633			755,240			797,120			431,030			561,535
Add: Investment Management Fees⁽²⁾		66,037			142,002			142,002			142,002			142,002			142,002
Less: Cash distributions to investors
- from operating cash flow		(386,340	)		(231,635	)		(897,242	)		(939,122	)		(429,640	)		(214,986	)
- from reserves		—			(774,457	)		(108,704	)		(65,217	)		—			—
- from other ⁽³⁾		—			—			—			—			—			—
- from sales and refinancing		—			—			—			—			—			—
- from liquidating distributions		—			—			—			—			—			—

Cash generated (deficiency) after cash distributions		841,515			(774,457	)		(108,704	)		(65,217	)		143,392			488,551
Less: Special Items		—			—			—			—			—			—

Cash generated (deficiency) after cash distributions and special items		841,515			(774,457	)		(108,704	)		(65,217	)		143,392			488,551

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(47	)		(98	)		(72	)		(78	)		(80	)		(40	)
- from portfolio interest income		2			6			5			1			—			—
- from recapture		—			—			—			—			—			—
Capital gain (loss)		—			—			—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		27			16			63			66			30			15
- Reserves		—			55			8			5			—			—
- Other ⁽³⁾		—			—			—			—			—			—
- Return of capital		—			—			—			—			—			—
Source (on cash basis)
- Sales		—			—			—			—			—			—
- Refinancing		—			—			—			—			—			—
- Reserves		—			55			8			5			—			—
- Real estate operations		27			16			63			66			30			15
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%		100	%		100	%

⁽¹⁾	Cash generated solely from sales.

⁽²⁾	Represents deferred fees payable to general partner.

⁽³⁾	Represents advances from the general partner.

F-12

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors III, L.P.
	2005			2006			2007			2008			2009			2010
Gross Revenue	$	21,332		$	4,149,574		$	6,952,194		$	6,921,667		$	7,031,051		$	7,237,262
Income/loss on investment in unconsolidated entity		1,849			(7,110	)		34,709			49,408			144,012			100,346
Profit on sale of properties		—			—			—			—			—			—
Less: Operating expenses		(26,410	)		(2,582,210	)		(4,648,977	)		(4,862,867	)		(4,773,380	)		(4,604,872	)
Interest expense		—			(1,135,500	)		(2,162,554	)		(2,167,999	)		(2,162,552	)		(2,158,857	)
Depreciation		—			(1,504,627	)		(2,166,940	)		(1,431,668	)		(1,591,979	)		(1,715,996	)
Depreciation from pass thru investments		(4,484	)		(915,093	)		(465,597	)		(471,755	)		(500,449	)		(523,684	)

Net Income – GAAP Basis		(7,713	)		(1,994,966	)		(2,457,165	)		(1,963,214	)		(1,853,297	)		(1,665,801	)

Taxable Income
- from operations		(11,187	)		(761,780	)		(1,537,715	)		(2,102,081	)		(1,954,376	)		(1,643,133	)
- from gain on sale		—			—			—			—			—			—
Cash generated from operations		87,626			1,259,613			534,977			1,101,128			813,544			1,026,445
Cash generated from equity investments		—			349,650			379,212			379,212			162,517			40,629
Cash generated from sales and refinancing		—			—			—			—			—			—
Cash generated from recapitalization		—			—			—			—			—			—

Cash generated from operations, sales and refinancing		87,626			1,609,263			914,189			1,480,340			976,061			1,067,074
Add: Investment Management Fees⁽¹⁾		—			138,455			250,000			250,000			250,000			250,000
Less: Cash distributions to investors
- from operating cash flow		—			(1,054,978	)		(1,164,189	)		(1,596,127	)		(756,767	)		(376,123	)
- from reserves		—			—			(473,343	)		—			—			—
- from other ⁽²⁾		—			—			—			(41,579	)		—			—
- from sales and refinancing		—			—			—			—			—			—
- from liquidating distributions		—			—			—			—			—			—

Cash generated (deficiency) after cash distributions		87,626			692,740			(473,343	)		92,634			469,294			940,951
Less: Special Items		—			—			—			—			—			—

Cash generated (deficiency) after cash distributions and special items		87,626			692,740			(473,343	)		92,634			469,294			940,951

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(1	)		(45	)		(67	)		(85	)		(78	)		(66	)
- from portfolio interest income		4			15			5			1			—			—
- from recapture		—			—			—			—			—			—
Capital gain (loss)		—			—			—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		—			42			47			64			30			15
- Reserves		—			—			19			2			—			—
- Other ⁽²⁾		—			—			—			—			—			—
- Return of capital		—			—			—			—			—			—
Source (on cash basis)
- Sales		—			—			—			—			—			—
- Refinancing		—			—			—			—			—			—
- Reserves		—			—			19			2			—			—
- Real estate operations		—			42			47			64			30			15
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

⁽²⁾	Represents advances from the general partner.

F-13

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors IV, L.P.
	2006			2007			2008			2009			2010
Gross Revenue	$	663,428		$	10,310,314		$	10,250,403		$	10,429,605		$	10,394,253
Income/loss on investment in unconsolidated entity		30,150			76,987			117,676			137,996			139,245
Profit on sale of properties		—			—			—			—			—
Less: Operating expenses		(260,781	)		(5,115,118	)		(6,520,432	)		(6,348,669	)		(6,065,646	)
Interest expense		(148,591	)		(2,843,510	)		(3,002,570	)		(2,994,920	)		(2,994,920	)
Depreciation		(258,520	)		(4,394,187	)		(2,507,531	)		(2,787,028	)		(2,939,160	)
Depreciation from pass thru investments		(102,891	)		(300,541	)		(295,400	)		(283,358	)		(290,560	)

Net Income – GAAP Basis		(77,205	)		(2,266,055	)		(1,957,854	)		(1,846,374	)		(1,756,788	)

Taxable Income
- from operations		108,945			(677,543	)		(2,318,338	)		(1,840,772	)		(1,440,988	)
- from gain on sale		—			—			—			—			—
Cash generated from operations		804,358			4,322,870			1,520,445			1,023,996			1,194,526
Cash generated from equity investments		42,725			248,076			248,076			124,032			93,027
Cash generated from sales and refinancing		—			—			—			—			—
Cash generated from recapitalization		—			—			—			—			—

Cash generated from operations, sales and refinancing		847,083			4,570,946			1,768,521			1,148,028			1,287,553
Add: Investment Management Fees ⁽¹⁾		20,556			279,900			295,404			295,930			295,932
Less: Cash distributions to investors
- from operating cash flow		(72,770	)		(1,657,945	)		(1,779,891	)		(1,312,655	)		(1,280,777	)
- from reserves		—			—			—			—			—
- from sales and refinancing		—			—			—			—			—
- from liquidating distributions		—			—			—			—			—

Cash generated (deficiency) after cash distributions		794,869			3,192,901			284,034			131,303			302,708
Less: Special Items		—			—			—			—			—

Cash generated (deficiency) after cash distributions and special items		794,869			3,192,901			284,034			131,303			302,708

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		—			(40	)		(82	)		(63	)		(49	)
- from portfolio interest income		4			13			4			1			1
- from recapture		—			—			—			—			—
Capital gain (loss)		—			—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		3			65			70			51			50
- Reserves		—			—			—			—			—
- Other		—			—			—			—			—
- Return of capital		—			—			—			—			—
Source (on cash basis)
- Sales		—			—			—			—			—
- Refinancing		—			—			—			—			—
- Reserves		—			—			—			—			—
- Real estate operations		3			65			70			51			50
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

F-14

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors V, L.P.
	2007			2008			2009			2010
Gross Revenue	$	5,828,382		$	10,757,366		$	11,034,249		$	11,625,718
Income/loss on investment in unconsolidated entity		—			—			—			—
Profit on sale of properties		—			—			—			—
Less: Operating expenses		(2,193,598	)		(5,217,976	)		(5,347,478	)		(5,339,620	)
Interest expense		(2,493,956	)		(4,434,639	)		(4,421,954	)		(4,421,954	)
Depreciation		(2,709,880	)		(3,965,730	)		(3,472,652	)		(3,690,748	)
Depreciation from pass thru investments		—			—			—			—

Net Income – GAAP Basis		(1,569,052	)		(2,860,979	)		(2,207,835	)		(1,826,604	)

Taxable Income
- from operations		(492,284	)		(2,450,195	)		(2,545,902	)		(1,578,831	)
- from gain on sale		—			—			—			—
Cash generated from operations		1,668,063			2,824,672			1,520,566			200,147
Cash generated from equity investments		—			—			—			—
Cash generated from sales and refinancing		—			—			—			—
Cash generated from recapitalization		—			—			—			—

Cash generated from operations, sales and refinancing		1,668,063			2,824,672			1,520,566			200,147
Add: Investment Management Fees⁽¹⁾		157,506			320,091			320,986			379,013
Less: Cash distributions to investors
- from operating cash flow		(701,564	)		(2,739,190	)		(1,384,260	)		(1,424,772	)
- from reserves		—			—			—			—
- from sales and refinancing		—			—			—			—
- from liquidating distributions		—			—			—			—

Cash generated (deficiency) after cash distributions		1,124,005			405,573			457,292			(845,612	)
Less: Special Items		—			—			—			—

Cash generated (deficiency) after cash distributions and special items		1,124,005			405,573			457,292			(845,612	)

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(23	)		(81	)		81			(63	)
- from portfolio interest income		9			11			8			1
- from recapture		—			—			—			—
Capital gain (loss)		—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		20			78			40			41
- Reserves		—			—			—			—
- Other		—			—			—			—
- Return of capital		—			—			—			—
Source (on cash basis)
- Sales		—			—			—			—
- Refinancing		—			—			—			—
- Reserves		—			—			—			—
- Real estate operations		20			78			40			41
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

F-15

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors 6, L.P.
	2007			2008			2009			2010
Gross Revenue	$	103,328		$	7,555,547		$	7,720,000		$	7,869,776
Income/loss on investment in unconsolidated entity		—			—			—			—
Profit on sale of properties		—			—			—			—
Less: Operating expenses		(59,098	)		(5,269,225	)		(8,403,000	)		(5,060,578	)
Interest expense		(27,301	)		(2,454,141	)		(2,558,000	)		(2,712,362	)
Depreciation		(39,897	)		(3,553,760	)		(2,551,000	)		(2,638,702	)
Depreciation from pass thru investments		—			—			—			—

Net Income – GAAP Basis		(22,968	)		(3,721,579	)		(5,792,000	)		(2,541,866	)

Taxable Income
- from operations		3,577			(2,624,767	)		(3,547,257	)		(2,259,702	)
- from gain on sale		—			—			—			—
Cash generated from operations		748,432			1,210,836			(44,000	)		699,550
Cash generated from equity investments		—			—			—			—
Cash generated from sales and refinancing		—			—			—			—
Cash generated from recapitalization		—			—			—			—

Cash generated from operations, sales and refinancing		748,432			1,210,836			(44,000	)		699,550
Add: Investment Management Fees⁽¹⁾		2,400			302,933			350,000			397,737
Less: Cash distributions to investors
- from operating cash flow		—			(1,483,077	)		(306,000	)		(1,334,302	)
- from reserves		—			—			(1,690,000	)		—
- from sales and refinancing		—			—			—			—
- from liquidating distributions		—			—			—			—

Cash generated (deficiency) after cash distributions		750,832			30,692			(1,690,000	)		(237,015	)
Less: Special Items		—			—			—			—

Cash generated (deficiency) after cash distributions and special items		750,832			30,692			(1,690,000	)		(237,015	)

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(2	)		(83	)		(102	)		(62	)
- from portfolio interest income		2			12			5			—
- from recapture		—			—			—			—
Capital gain (loss)		—			—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		—			40			8			36
- Reserves		—			—			46			—
- Other		—			—			—			—
- Return of capital		—			—			—			—
Source (on cash basis)
- Sales		—			—			—			—
- Refinancing		—			—			—			—
- Reserves		—			—			46			—
- Real estate operations		—			40			8			36
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

F-16

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Investors 7, L.P.
	2008			2009			2010
Gross Revenue	$	934,142		$	7,405,605		$	7,577,852
Income/loss on investment in unconsolidated entity		—			—			—
Profit on sale of properties		—			—			—
Less: Operating expenses		(483,291	)		(4,726,818	)		(4,544,245	)
Interest expense		(329,048	)		(2,220,240	)		(2,274,741	)
Depreciation		(316,830	)		(3,387,686	)		(2,044,858	)
Depreciation from pass thru investments		—			—			—

Net Income – GAAP Basis		(195,027	)		(2,929,139	)		(1,285,992	)

Taxable Income
- from operations		(116,847	)		(1,989,936	)		(1,160,747	)
- from gain on sale		—			—			—
Cash generated from operations		233,172			1,038,578			(1,091,846	)
Cash generated from equity investments		—			—			—
Cash generated from sales and refinancing		—			—			—
Cash generated from recapitalization		—			—			—

Cash generated from operations, sales and refinancing		233,172			1,038,578			(1,091,846	)
Add: Investment Management Fees⁽¹⁾		28,389			291,277			286,893
Less: Cash distributions to investors
- from operating cash flow		(71,078	)		(1,276,309	)		(1,636,945	)
- from reserves		—			—			—
- from sales and refinancing		—			—			—
- from liquidating distributions		—			—			—

Cash generated (deficiency) after cash distributions		190,483			53,546			(2,441,898	)
Less: Special Items		—			—			—

Cash generated (deficiency) after cash distributions and special items		190,483			53,546			(2,441,898	)

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(22	)		(64	)		(38	)
- from portfolio interest income		7			3			2
- from recapture		—			—			—
Capital gain (loss)		—			—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		9			161			207
- Reserves		—			—			—
- Other		—			—			—
- Return of capital		—			—			—
Source (on cash basis)
- Sales		—			—			—
- Refinancing		—			—			—
- Reserves		—			—			—
- Real estate operations		9			161			207
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

F-17

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

As of December 31, 2010


	Resource Real Estate Opportunity Fund, L.P
	2009			2010
Gross Revenue	$	416,475		$	5,772,975
Income/loss on investment in unconsolidated entity		—			—
Profit on sale of properties		—			2,749,606
Less: Operating expenses		(1,679,207	)		(10,230,577	)
Interest expense		(176,130	)		(1,531,529	)
Depreciation		(206,718	)		(3,167,701	)
Depreciation from pass thru investments		—			—

Net Income – GAAP Basis		(1,645,580	)		(6,407,226	)

Taxable Income
- from operations		(1,072,756	)		(9,040,963	)
- from gain on sale		—			—
Cash generated from operations		(1,160,440	)		(863,335	)
Cash generated from equity investments		—			—
Cash generated from sales and refinancing		—			—
Cash generated from recapitalization		—			—

Cash generated from operations, sales and refinancing		(1,160,440	)		(863,335	)
Add: Investment Management Fees⁽¹⁾		103,548			216,118
Less: Cash distributions to investors
- from operating cash flow		—			(1,129,572	)
- from reserves		—			—
- from sales and refinancing		—			—
- from liquidating distributions		—			—

Cash generated (deficiency) after cash distributions		(1,056,892	)		(1,776,789	)
Less: Special Items		—			—

Cash generated (deficiency) after cash distributions and special items		(1,056,892	)		(1,776,789	)

Tax and Distribution Data Per $1000 Invested
Federal Income Tax Results:
Ordinary income (loss)
- from real estate rental activities		(27	)		(220	)
- from portfolio interest income		1			2
- from recapture		—			—
Capital gain (loss)		—			—
Cash Distributions to Investors Source (on GAAP basis)
- Real estate rental activities		—			143
- Reserves		—			—
- Return of capital		—			—
Source (on cash basis)
- Sales		—			—
- Refinancing		—			—
- Reserves		—			—
- Real estate operations		—			143
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all in program)		100	%		100	%

⁽¹⁾	Represents deferred fees payable to general partner.

F-18

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (cont’d)

(Dollars in Thousands)

As of December 31, 2010


	Resource Capital Corp.
	For the Period 3/8/05 to 12/31/05			2006			2007			2008			2009			2010
Gross Revenues - Interest Income	$	61,387		$	137,075		$	176,995		$	134,341		$	97,593		$	103,911
Profit on sale of properties		—			—			—			—			—			—
Interest Expense		43,062			101,851			121,564			79,619			45,427			36,466

Net Interest Income		18,325			35,224			55,431			54,722			52,166			67,465
Management Fees - related party		3,012			4,838			6,554			6,301			8,363			13,216
Equity compensation - related party		2,709			2,432			1,565			540			1,240			2,221
Professional services		580			1,881			2,911			3,349			3,866			3,627
Insurance		395			498			466			641			828			759
Depreciation on Operating Leases		—			—			—			—			—			4,003
Other General & Administrative		1,032			1,428			1,581			1,848			1,764			3,061
Income tax (benefit) expense		—			67			338			(241	)		(2	)		5,721

Total Expenses		7,728			11,144			13,415			12,438			16,059			32,608
Net Operating Income		10,597			24,080			42,016			42,284			36,107			34,837
Net realized and unrealized (losses) gains on investments		311			(8,627	)		(15,098	)		(1,637	)		(11,581	)		(7,192	)
Gain on deconsolidation		—			—			14,259			—			—			—
Provisions for loan and lease losses		—			—			(6,211	)		(46,160	)		(61,383	)		(43,321	)
Asset Impairments		—			—			(26,277	)		—			—			—
Gain on the extinguishment of debt		—			—			—			1,750			44,546			34,610
Gain on the settlement of loan		—			—			—			574			—			—
Other income		—			153			201			115			(1,350	)		513

Net income (loss)		10,908			15,606			8,890			(3,074	)		6,339			19,447
Taxable Income from operations from gain on sale
Cash generated from (used in) operations		(14,224	)		12,872			23,378			50,950			46,622			20,534
Cash generated from (used in) investing activities		(2,006,070	)		183,927			(665,019	)		65,706			17,785			(47,416	)
Cash generated from (used in) financing activities		2,045,864			(184,643	)		680,282			(66,936	)		(26,999	)		4,379

Total cash generated (used)		25,570			12,156			38,641			49,720			37,408			(22,503	)
Less Cash Distributions to Investors
from operating cash flow		(7,841	)		(24,531	)		(37,966	)		(41,166	)		(32,564	)		(45,680	)
from sales and refinancing		—			—			—			—			—			—
from other sources		—			—			—			—			—			—

Cash generated (used) after distributions to investors		17,729			(12,375	)		675			8,554			4,844			(68,183	)
Tax and Distribution Data per $1,000 invested
Ordinary Income (loss)
from operations⁽¹⁾		59			115			114			116			122			134
from recapture		—			—			—			—			—			—
Cash distributions to investors
Source (on GAAP Basis)
Operations		36			101			109			118			131			145
Return of Capital		—			—			—			—			—			—
Source (on Cash Basis)
Sales		—			—			—			—			—			—
Refinancing		—			—			—			—			—			—
Operations		36			101			109			118			131			145
Other		—			—			—			—			—			—

⁽¹⁾	Represents estimated taxable income for 2008 and 2009, final results are not available.

F-19

TABLE V

(UNAUDITED)

SALE OR DISPOSITION OF ASSETS

These Tables set forth summary information on the aggregate sales or disposals of real estate and real estate-related investments by sponsors of Prior Real Estate Programs that have closed offerings since January 1, 2008 and that have somewhat similar investment objectives to Resource Real Estate Opportunity REIT, Inc. All data is as of December 31, 2010.

AR Real Estate Investors, LLC


						Selling Price, Net of Closing Costs, and GAAP Adjustments											Cost of Properties, Including Closing and Soft Costs
Property	Location	Date Acquired		Date of Sale		Cash Received Net of Closing Costs		Mortgage Balance at Time of Sale⁽¹⁾		Purchase Money Mortgage Taken Back by Program		Adjustments Resulting from Application of GAAP		Total			Original Mortgage Financing⁽¹⁾		Total Acquisition Costs, Capital Improvement, Closing and Soft Costs⁽²⁾		Total		Excess (Deficiency) of Property Operating Cash Receipts Over Cash Expenditures⁽³⁾
Chinoe Creek	Lexington, KY		5/12/03		6/22/09	$	3,362,159	$	13,457,120		—		—	$	16,819,279	⁽⁴⁾	$	14,700,000	$	4,876,025	$	19,576,025	$	2,446,697
Summit	Albuquerque, NM		12/16/03		12/9/09		2,377,524		8,886,859		—		—		11,264,383	⁽⁵⁾		9,400,000		3,187,905		12,587,905		1,567,399
Portland Courtyard	Los Angeles, CA		9/11/03		7/24/09		2,752,696		4,188,158		—		—		6,940,854	⁽⁶⁾		4,560,000		1,791,707		6,351,707		312,013

⁽¹⁾	Includes financing secured through a first mortgage.

⁽²⁾	Includes all costs related to original purchase as well as any costs incurred to maintain investment, including capital improvements. Amounts shown do not include pro rata share of original offering costs.

⁽³⁾	Represents excess (deficiency) of property operating cash receipts, including sale proceeds, over operating cash expenditures, including acquisition costs.

⁽⁴⁾	Includes taxable loss from this sale in the amount of $(918,737) of which all $(918,737) is allocated to capital gain.

⁽⁵⁾	Includes taxable gain from this sale in the amount of $300,500 of which all $300,500 is allocated to capital gain.

⁽⁶⁾	Includes taxable gain from this sale in the amount of $1,491,385 of which all $1,491,385 is allocated to capital gain.

F-20

TABLE V

(UNAUDITED)

SALE OR DISPOSITION OF ASSETS (cont’d)

Resource Capital Corp.


Date	Investment	Total Dollar Amount Invested		Total Proceeds from Sale of Investment⁽¹⁾
2008	Investment G-Purchased Security	$	10,000,000	$	8,000,000
2009	Investment H-Self Originated Loan-100% interest		16,290,200		7,758,000
2009	Investment I-Self Originated Loan-100% interest		13,550,000		5,895,000
2009	Investment J-Purchased Security		1,398,150		1,618,628
2009	Investment K-Purchased Security		320,000		290,000
2010	Investment L-Purchased Security		3,100,000		1,759,250
2010	Investment M-Purchased Mezzanine Loan		20,000,000		17,000,000
2010	Investment N-Purchased B Note		23,498,627		19,825,000
2010	Investment O-Purchased Security		5,000,000		4,351,563
2010	Investment P-Purchased Security		4,233,000		4,294,338
2010	Investment Q-Purchased Security		3,835,000		3,858,969

⁽¹⁾	All were loans or securities that were sold during the period indicated above.

F-21

Resource Real Estate Opportunity REIT, Inc. Reports

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Resource Real Estate Opportunity REIT, Inc. - FORM 8-K - July 15, 2011

Resource Real Estate Opportunity REIT, Inc. Reports

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