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): September 16, 2011
Behringer Harvard Multifamily REIT I, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
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000-53195 |
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20-5383745 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
15601 Dallas Parkway, Suite 600, Addison, Texas
75001
(Address of principal executive offices)
(Zip Code)
(866) 655-3600
(Registrants telephone number, including area code)
None
(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:
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 8.01 Other Events.
Behringer Harvard Multifamily REIT I, Inc. (which may be referred to herein as the Registrant, we, our or us) is filing this Current Report on Form 8-K to present financial statements relating to our acquisitions of the following multifamily communities so that it may incorporate them by reference into its registration statements:
Multifamily Community |
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Acquisition Date |
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Location |
7166 at Belmar |
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May 26, 2010 |
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Lakewood, CO |
Fitzhugh Urban Flats/Tupelo Alley Apartments |
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June 10, 2010 |
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Dallas, TX/Portland, OR |
Uptown Post Oak |
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August 3, 2010 |
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Houston, TX |
The Reserve at La Vista Walk |
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October 7, 2010 |
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Atlanta, GA |
Allegro |
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December 1, 2010 |
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Addison, TX |
The District Universal Boulevard |
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December 28, 2010 |
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Orlando, FL |
Argenta |
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April 15, 2011 |
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San Francisco, CA |
Stone Gate |
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June 16, 2011 |
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Marlborough, MA |
After reasonable inquiry, we are not aware of any material factors relating to these multifamily communities that would cause the reported revenues and certain operating expenses not to be indicative of future operating results.
Item 9.01 Financial Statements and Exhibits.
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Page |
(a) |
Financial Statements of Businesses Acquired. |
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7166 at Belmar (formerly Alexan Belmar Apartments): |
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4 | |
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5 | |
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6 | |
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Fitzhugh Urban Flats (formerly Alexan Fitzhugh)/Tupelo Alley Apartments: |
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7 | |
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8 | |
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9 | |
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Uptown Post Oak: |
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11 | |
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12 | |
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13 | |
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The Reserve at La Vista Walk: |
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15 | |
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16 | |
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17 |
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Allegro: |
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18 | |
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19 | |
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20 | |
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The District Universal Boulevard (formerly The District): |
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22 | |
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23 | |
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24 | |
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Argenta: |
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26 | |
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27 | |
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28 | |
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Stone Gate |
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30 | |
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31 | |
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32 | |
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(b) |
Pro Forma Financial Information. |
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33 | |
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Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011 |
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34 |
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Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31 2010 |
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35 |
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Notes to Unaudited Pro Forma Consolidated Financial Statements |
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36 |
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of Alexan Belmar Apartments (the Property) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
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Roseland, New Jersey |
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June 17, 2010 |
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Alexan Belmar Apartments
Statements of Revenues and Certain Operating Expenses
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For the Three |
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Months Ended |
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For the |
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March 31, 2010 |
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Year Ended |
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(Unaudited) |
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December 31, 2009 |
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Revenues |
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Rental revenue |
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$ |
905,378 |
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$ |
3,000,080 |
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Tenant reimbursement income |
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40,485 |
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101,520 |
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Other income |
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59,941 |
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221,089 |
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Total revenues |
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1,005,804 |
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3,322,689 |
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Certain Operating Expenses |
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Property operating expenses |
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255,812 |
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1,263,254 |
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Real estate taxes |
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78,833 |
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313,397 |
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General and administrative expenses |
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40,004 |
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171,003 |
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Total certain operating expenses |
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374,649 |
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1,747,654 |
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Revenues in Excess of Certain Operating Expenses |
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$ |
631,155 |
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$ |
1,575,035 |
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The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
Alexan Belmar
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2010 (Unaudited)
And the Year Ended December 31, 2009
1. Basis of Presentation
The Property is a multifamily apartment complex containing 307 rental units located in Lakewood, Colorado.
The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses for the period January 1, 2010 through March 31, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms of typically 12 months or on a month-to-month basis. Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.
5. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2009 up through June 17, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying combined statement of revenues and certain operating expenses of Alexan Fitzhugh and Tupelo Alley Apartments (the Property) for the year ended December 31, 2009. The combined statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying combined statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the combined statement referred to above presents fairly, in all material respects, the combined revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
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Roseland, New Jersey |
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August 5, 2010 |
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Alexan Fitzhugh and Tupelo Alley Apartments
Combined Statements of Revenue and Certain Operating Expenses
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For the |
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Three Months Ended |
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For the |
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March 31, 2010 |
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Year Ended |
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(Unaudited) |
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December 31, 2009 |
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Revenues |
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Rental revenue |
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$ |
1,673,580 |
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$ |
3,822,640 |
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Tenant reimbursement income |
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52,946 |
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130,732 |
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Other income |
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51,813 |
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174,403 |
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Total revenues |
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1,778,339 |
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4,127,775 |
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Certain Operating Expenses |
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Property operating expenses |
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549,543 |
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1,961,280 |
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Real estate taxes |
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337,797 |
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1,266,797 |
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General and administrative expenses |
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67,646 |
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286,909 |
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Total certain operating expenses |
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954,986 |
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3,514,986 |
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Revenues in Excess of Certain Operating Expenses |
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$ |
823,353 |
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$ |
612,789 |
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The accompanying notes are an integral part of the combined statements of revenues and certain operating expenses.
Alexan Fitzhugh and Tupelo Alley Apartments
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2010 (Unaudited)
And the Year Ended December 31, 2009
1. Basis of Presentation
Alexan Fitzhugh (Fitzhugh) is a multifamily apartment complex containing 452 rental units located in Dallas, Texas. Tupelo Alley (Tupelo) is a multifamily community, located in Portland, Oregon which includes 188 apartment units and 10,000 square feet of retail space. Fitzhugh and Tupelo are collectively referred to as the Property.
The accompanying combined statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the combined revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The combined statements of revenues and certain operating expenses exclude interest income and interest expense, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The combined statement of revenues and certain operating expenses for the period January 1, 2010 through March 31, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the combined statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. As of March 31, 2010, the Property had two tenants occupying 2,100 square feet, and leases terms through January 2013.
3. Principles of Reporting and Use of Estimates
The combined statements of revenues and certain operating expenses include the accounts of Fitzhugh and Tupelo. All transactions between Fitzhugh and Tupelo have been eliminated in the combined statements.
The preparation of the combined statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms of typically 12 months or on a month-to-month basis. Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.
4. Significant Accounting Policies (Continued)
Revenue Recognition (continued)
The Propertys retail space operations consist of rental income earned from tenants under operating leases; however, as of December 31, 2009 no space was leased and no income was recognized. Escalations will be billed to tenants based on annual estimations of operating expenses.
5. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2009 up through August 5, 2010, the date the combined statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
To the Board of Directors and Shareholders of
Behringer Harvard Multifamily REIT I, Inc.
Addison, Texas
We have audited the accompanying statement of revenues and certain operating expenses of Uptown Post Oak (the Property) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on the statement of revenues and certain operating expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes 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 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 and certain operating expenses, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain operating expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement of revenues and certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Saville, Dodgen & Co. |
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Dallas, Texas |
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August 9, 2010 |
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Uptown Post Oak
Statements of Revenues and Certain Operating Expenses
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For the |
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Six Months Ended |
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For the |
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June 30, 2010 |
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Year Ended |
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(Unaudited) |
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December 31, 2009 |
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Revenues |
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Rental revenue |
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$ |
3,082,431 |
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$ |
5,893,101 |
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Tenant reimbursement income and other income |
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112,505 |
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275,289 |
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Total revenues |
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3,194,936 |
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6,168,390 |
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Certain Operating Expenses |
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Property operating expenses |
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574,078 |
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1,379,244 |
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Real estate taxes |
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718,080 |
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1,369,617 |
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Management fees |
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60,000 |
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119,996 |
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General and administrative expenses |
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150,889 |
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521,565 |
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Total certain operating expenses |
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1,503,047 |
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3,390,422 |
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Revenues in Excess of Certain Operating Expenses |
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$ |
1,691,889 |
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$ |
2,777,968 |
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The accompanying notes are an integral part of the combined statements of revenues and certain operating expenses.
Uptown Post Oak
Notes to Statements of Revenues and Certain Operating Expenses
For the Six Months Ended June 30, 2010 (Unaudited)
And the Year Ended December 31, 2009
1. Basis of Presentation
On August 3, 2010, a wholly owned subsidiary of Behringer Harvard Multifamily OP I LP, the operating partnership of Behringer Harvard Multifamily REIT I, Inc. (the Company), purchased a multifamily community with 392 rental units on approximately 4.4 acres located in Houston, Texas (Uptown Post Oak) from an unaffiliated seller. The contract price for Uptown Post Oak was $65.5 million, excluding closing costs.
The statements of revenues and certain operating expenses (the Historical Summaries) have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Historical Summaries include the historical revenues and certain operating expenses of Uptown Post Oak, exclusive of items which may not be comparable to the proposed future operations of Uptown Post Oak. The Historical Summaries are not intended to be a complete presentation of the revenues and expenses of Uptown Post Oak for the six months ended June 30, 2010 and for the year ended December 31, 2009. The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses and notes thereto for the six months ended June 30, 2010, included in this report, are unaudited. In the opinion of the Companys management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included. Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions of the reported amounts of revenues and certain operating expenses during the reporting period. Actual results may differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys operations consist of rental revenue earned from tenants under operating leases with lease terms typically ranging from 12 months or on a month-to-month basis. Rental revenue is recognized when earned. Tenant reimbursement and other income is recognized when due and consists mainly of charges billed to tenants for trash removal, utilities, application fees, administrative fees, and late fees.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations, and replacements are capitalized.
5. Subsequent Events
The management of Uptown Post Oak evaluated all events and transactions that occurred after December 31, 2009 up through August 9, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, Uptown Post Oak did not have any material subsequent events.
*****
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of The Reserve at LaVista Walk (the Property) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
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|
|
Roseland, New Jersey |
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November 17, 2010 |
|
The Reserve at La Vista Walk
Statements of Revenues and Certain Operating Expenses
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For the |
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|
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|
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Nine Months Ended |
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For the |
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|
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September 30, 2010 |
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Year Ended |
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(Unaudited) |
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December 31, 2009 |
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Revenues |
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|
|
|
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Rental revenue |
|
$ |
2,544,054 |
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$ |
2,361,163 |
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Tenant reimbursement income and other income |
|
155,697 |
|
119,978 |
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Other income |
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50,608 |
|
124,374 |
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Total revenues |
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2,750,359 |
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2,605,515 |
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|
|
|
|
|
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Certain Operating Expenses |
|
|
|
|
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Property operating expenses |
|
768,437 |
|
1,144,213 |
| ||
Real estate taxes |
|
384,222 |
|
521,421 |
| ||
General and administrative expenses |
|
81,317 |
|
91,244 |
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Total certain operating expenses |
|
1,233,976 |
|
1,756,878 |
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|
|
|
|
|
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Revenues in Excess of Certain Operating Expenses |
|
$ |
1,516,383 |
|
$ |
848,637 |
|
The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
The Reserve at La Vista Walk
Notes to Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2010 (Unaudited)
And the Year Ended December 31, 2009
1. Basis of Presentation
The Reserve at LaVista Walk (The Property) is an apartment community containing 283 rental units located in Atlanta, Georgia.
The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses for the period January 1, 2010 through September 30, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.
Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.
5. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2009 up through November 17, 2010, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
To the Board of Directors and Stockholders of
Behringer Harvard Multifamily REIT I, Inc.
Addison, Texas
We have audited the accompanying statement of revenues and certain operating expenses (the Historical Summary) of Allegro (the Property) for the period June 30, 2009 (date of inception) to December 31, 2009. This Historical Summary is the responsibility of the Propertys management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as it relates to the Historical Summary 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 Propertys internal control over financial reporting as it relates to the Historical Summary. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the period June 30, 2009 (date of inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Saville, Dodgen & Co. |
|
|
|
Dallas, Texas |
|
December 13, 2010 |
|
Allegro
Statements of Revenues and Certain Operating Expenses
|
|
For the |
|
For the Period from |
| ||
|
|
Nine Months Ended |
|
June 30, 2009 (Date |
| ||
|
|
September 30, 2010 |
|
of Inception) to |
| ||
|
|
(Unaudited) |
|
December 31, 2009 |
| ||
Revenues |
|
|
|
|
| ||
Rental revenue |
|
$ |
2,312,218 |
|
$ |
598,542 |
|
Tenant reimbursement income |
|
82,160 |
|
33,466 |
| ||
Total revenues |
|
2,394,378 |
|
632,008 |
| ||
|
|
|
|
|
| ||
Certain Operating Expenses |
|
|
|
|
| ||
Property operating expenses |
|
639,820 |
|
460,904 |
| ||
Real estate taxes |
|
537,278 |
|
354,808 |
| ||
Management fees |
|
71,034 |
|
30,000 |
| ||
General and administrative expenses |
|
157,714 |
|
78,132 |
| ||
Total certain operating expenses |
|
1,405,846 |
|
923,844 |
| ||
|
|
|
|
|
| ||
Revenues (Certain Operating Expenses) in Excess of Certain Operating Expenses (Revenues) |
|
$ |
988,532 |
|
$ |
(291,836 |
) |
The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
Allegro
Notes to Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2010 (Unaudited)
And the Period June 30, 2009 (Date of Inception) to December 31, 2009
1. Basis of Presentation
On December 1, 2010, Behringer Harvard Multifamily REIT I, Inc. (the Company), indirectly purchased a multifamily community with 272 luxury rental units on approximately 70 acres located in Addison, Texas (Allegro) from an unaffiliated seller. With the purchase of Allegro, the Company also purchased approximately 1.2 acres of adjacent vacant land. The purchase price for Allegro was $45.3 million, excluding closing costs.
The statements of revenues and certain operating expenses (the Historical Summaries) have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Historical Summaries include the historical revenues and certain operating expenses of Allegro, exclusive of items which may not be comparable to the proposed future operations of Allegro. The Historical Summaries are not intended to be a complete presentation of the revenues and expenses of Allegro for the nine months ended September 30, 2010 and for the period June 30, 2009 (date of inception) to December 31, 2009. The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses and notes thereto for the nine months ended September 30, 2010, included in this report, are unaudited. In the opinion of the Companys management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included. Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions of the reported amounts of revenues and certain operating expenses during the reporting period. Actual results may differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys operations consist of rental revenue earned from its tenants under operating leases with lease terms typically of 12 months or less. Rental revenue is recognized when earned. Tenant reimbursement and other income is recognized when due and consists primarily of charges billed to tenants for trash removal, utilities, application fees, administrative fees, cleaning fees, and late fees.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations, and replacements are capitalized.
5. Subsequent Events
The management of Allegro evaluated all events and transactions that occurred after December 31, 2009 up through December 13, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, Allegro did not have any material subsequent events.
*****
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of The District (the Property) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
|
|
|
|
|
Roseland, New Jersey |
|
January 31, 2011 |
|
The District
Statements of Revenues and Certain Operating Expenses
|
|
For the |
|
|
| ||
|
|
Nine Months Ended |
|
For the |
| ||
|
|
September 30, 2010 |
|
Year Ended |
| ||
|
|
(Unaudited) |
|
December 31, 2009 |
| ||
Revenues |
|
|
|
|
| ||
Rental revenue |
|
$ |
2,191,026 |
|
$ |
151,550 |
|
Tenant reimbursement income |
|
51,744 |
|
|
| ||
Other |
|
99,336 |
|
25,724 |
| ||
Total revenues |
|
2,342,106 |
|
177,274 |
| ||
|
|
|
|
|
| ||
Certain Operating Expenses |
|
|
|
|
| ||
Property operating expenses |
|
608,551 |
|
229,435 |
| ||
Real estate taxes |
|
445,993 |
|
32,486 |
| ||
General and administrative expenses |
|
115,704 |
|
30,649 |
| ||
Total certain operating expenses |
|
1,170,248 |
|
292,570 |
| ||
|
|
|
|
|
| ||
Revenues in Excess of Certain Operating Expenses (Certain Operating Expenses in Excess of Revenues) |
|
$ |
1,171,858 |
|
$ |
(115,296 |
) |
The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
The District
Notes to Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2010 (Unaudited)
And the Year Ended December 31, 2009
1. Basis of Presentation
The District (The Property) is an apartment community containing 425 residential rental units and 25,633 square feet of ground floor commercial space located in Orlando, Florida. The Property was under construction for a portion of the year and began tenant move-ins in September 2009.
The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income, and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses for the period January 1, 2010 through September 30, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis. The Propertys commercial operations consist of rental income from a single tenant under a non-cancelable operating lease as described in Note 5.
Tenant reimbursement income is recognized when due and consists of charges billed to residential tenants for trash removal and utilities and to retail tenants for defined operating expenses. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.
5. Commercial Operating Lease
A portion of the Property is currently leased under a non-cancelable operating lease to a single commercial tenant which provides for minimum rent, percentage rent and reimbursement of certain property expenses. The lease commenced in January 2010 and expires in 75 years after the commencement date, subject to the tenant cancelation rights at various intervals beginning 25 years after the commencement date.
The future minimum rent amounts under the operating lease, excluding renewal options, as of December 31, 2009 are as follows:
2010 |
|
$ |
307,000 |
|
2011 |
|
368,400 |
| |
2012 |
|
368,400 |
| |
2013 |
|
368,400 |
| |
2014 |
|
368,400 |
| |
Thereafter |
|
7,399,400 |
| |
|
|
$ |
9,180,000 |
|
6. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2009 up through January 31, 2011 the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of Argenta (the Property) for the year ended December 31, 2010. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
|
|
|
Roseland, New Jersey |
|
July 11, 2011 |
|
Argenta
Statements of Revenues and Certain Operating Expenses
|
|
For the |
|
|
| ||
|
|
Three Months Ended |
|
For the |
| ||
|
|
March 31, 2011 |
|
Year Ended |
| ||
|
|
(Unaudited) |
|
December 31, 2010 |
| ||
Revenues |
|
|
|
|
| ||
Rental revenue |
|
$ |
1,417,410 |
|
$ |
4,647,483 |
|
Garage revenue, net |
|
63,030 |
|
225,327 |
| ||
Tenant reimbursement income and other income |
|
44,705 |
|
156,294 |
| ||
Total revenues |
|
1,525,145 |
|
5,029,104 |
| ||
|
|
|
|
|
| ||
Certain Operating Expenses |
|
|
|
|
| ||
Property operating expenses |
|
280,700 |
|
1,011,899 |
| ||
Real estate taxes |
|
159,072 |
|
635,674 |
| ||
General and administrative expenses |
|
9,867 |
|
49,180 |
| ||
Total certain operating expenses |
|
449,639 |
|
1,696,753 |
| ||
|
|
|
|
|
| ||
Revenues in Excess of Certain Operating Expenses |
|
$ |
1,075,506 |
|
$ |
3,332,351 |
|
The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
Argenta
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2011 (Unaudited)
And the Year Ended December 31, 2010
1. Basis of Presentation
Argenta (the Property) is an apartment community containing 179 rental units, approximately 2,500 sq. feet of retail space and a parking facility consisting of 177 car spaces located in San Francisco, California.
The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the period presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, management fees, depreciation, and amortization, which may not be comparable to the proposed future operations of the Property. Certain expenses are incurred as a part of other investments by the Property owner and are allocated to the Property for the year ended December 31, 2010.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses for the period January 1, 2011 through March 31, 2011 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. Certain expenses are incurred as a part of other investments by the Property owner and are allocated to the Property for the three months ended March 31, 2011.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.
The garage income includes income collected from the garage, net of related expenses, which is managed by a third party vendor on behalf of the Property. The parking facility consists of 177 car spaces and is open to residents and the general public.
Tenant reimbursement income is recognized when due and consists of charges billed to tenants for utilities and trash. Other income is recognized when due and consists of charges for lease cancelation, late charges, month to month fees, amenities and repairs.
5. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2010 up through July 11, 2011, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
To the Stockholders
Behringer Harvard Multifamily REIT I, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of Stone Gate (the Property) for the year ended December 31, 2010. The statement of revenues and certain operating expenses is the responsibility of the Propertys management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 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 financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cornerstone Accounting Group LLP |
|
|
|
Roseland, New Jersey |
|
July 11, 2011 |
|
Stone Gate
Statements of Revenues and Certain Operating Expenses
|
|
For the |
|
|
| ||
|
|
Three Months Ended |
|
For the |
| ||
|
|
March 31, 2011 |
|
Year Ended |
| ||
|
|
(Unaudited) |
|
December 31, 2010 |
| ||
Revenues |
|
|
|
|
| ||
Rental revenue |
|
$ |
1,334,153 |
|
$ |
5,261,236 |
|
Tenant reimbursement income and other income |
|
47,641 |
|
154,137 |
| ||
Total revenues |
|
1,381,794 |
|
5,415,373 |
| ||
|
|
|
|
|
| ||
Certain Operating Expenses |
|
|
|
|
| ||
Property operating expenses |
|
464,021 |
|
1,386,062 |
| ||
Real estate taxes |
|
134,197 |
|
551,023 |
| ||
General and administrative expenses |
|
78,861 |
|
121,282 |
| ||
Total certain operating expenses |
|
677,079 |
|
2,058,367 |
| ||
|
|
|
|
|
| ||
Revenues in Excess of Certain Operating Expenses |
|
$ |
704,715 |
|
$ |
3,357,006 |
|
The accompanying notes are an integral part of the statements of revenues and certain operating expenses.
Stone Gate
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2011 (Unaudited)
And the Year Ended December 31, 2010
1. Basis of Presentation
Stone Gate (the Property) is an apartment community containing 332 rental units located in Marlborough, Massachusetts.
The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the SEC), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the period presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.
2. Interim Unaudited Financial Information
The statement of revenues and certain operating expenses for the period January 1, 2011 through March 31, 2011 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.
3. Principles of Reporting and Use of Estimates
The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.
4. Significant Accounting Policies
Revenue Recognition
The Propertys residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.
Tenant reimbursement income is recognized when due and consists of charges billed to tenants for utilities. Other income is recognized when due and consists of charges for late charges, month to month fees, amenities and repairs.
5. Subsequent Events
The Propertys management evaluated all events and transactions that occurred after December 31, 2010 up through July 11, 2011, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.
*****
Behringer Harvard Multifamily REIT I, Inc.
Unaudited Pro Forma Consolidated Financial Information
During the year ended December 31, 2010 and the six months ended June 30, 2011, we purchased the following multifamily communities from sellers unaffiliated with us, as either wholly owned investments or as investments in joint ventures (the Acquisitions):
Multifamily Community |
|
Acquisition Date |
|
Gross |
|
Our |
| |
7166 at Belmar |
|
May 26, 2010 |
|
$ |
40,900,000 |
|
70 |
%(c) |
Fitzhugh Urban Flats/Tupelo Alley Apartments (b) |
|
June 10, 2010 |
|
$ |
88,300,000 |
|
55 |
%(c) |
Uptown Post Oak |
|
August 3, 2010 |
|
$ |
65,400,000 |
|
100 |
% |
The Reserve at La Vista Walk |
|
October 7, 2010 |
|
$ |
40,200,000 |
|
100 |
% |
Allegro |
|
December 1, 2010 |
|
$ |
45,300,000 |
|
100 |
% |
The District Universal Boulevard |
|
December 28, 2010 |
|
$ |
60,000,000 |
|
55 |
%(c) |
Argenta |
|
April 15, 2011 |
|
$ |
93,800,000 |
|
96 |
% |
Stone Gate |
|
June 16, 2011 |
|
$ |
64,700,000 |
|
55 |
% |
(a) The gross purchase price, exclusive of closing costs. Our share of the acquisitions was funded from an assumed mortgage and proceeds of our initial public offering.
(b) Fitzhugh Urban Flats and Tupelo Alley Apartments were purchased in a single transaction from related party sellers. Accordingly, all amounts related to this acquisition are presented on a combined basis.
(c) This is accounted for as an equity method investment.
The following unaudited pro forma financial statements do not include a pro forma consolidated balance sheet as the consolidated balance sheet as of June 30, 2011 included in our Quarterly Report on Form 10-Q as of and for the period ended June 30, 2011 included the Acquisitions. As the June 30, 2011 balance sheet included in our Quarterly Report on Form 10-Q as of and for the period ended June 30, 2011 reflected the acquisition and purchase price allocations and related disclosures, no pro forma balance sheet adjustments as of June 30, 2011 are required.
The following unaudited pro forma consolidated statements of operations for the six months ended June 30, 2011 and for the year ended December 31, 2010 are presented as if we had acquired the Acquisitions on January 1, 2010. Certain pro forma adjustments present the combined amount for the Acquisitions, where the footnotes to the pro forma financial statements provide detail of the pro forma adjustments by acquisition. Other acquisition pro forma adjustments included other acquisitions completed during the periods as described in the footnotes to the pro forma financial statements. In our opinion, all material adjustments necessary to reflect the effects of the Acquisitions have been made.
This unaudited pro forma consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto as filed in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the period ended June 30, 2011, and are not necessarily indicative of what the actual financial position or results of operations would have been had we completed the transaction as of the beginning of the periods presented, nor is it necessarily indicative of future results.
Behringer Harvard Multifamily REIT I, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2011
(in thousands, except share and per share amounts)
|
|
For the Six |
|
Pro Forma |
|
Other |
|
For the Six |
| ||||
Rental revenues |
|
$ |
27,377 |
|
$ |
4,324 |
(c) |
1,277 |
|
$ |
32,978 |
| |
|
|
|
|
|
|
|
|
|
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Property operating expenses |
|
8,098 |
|
1,295 |
(c) |
367 |
|
9,760 |
| ||||
Real estate taxes |
|
4,307 |
|
564 |
(c) |
132 |
|
5,003 |
| ||||
Asset management and other fees |
|
3,092 |
|
417 |
(d) |
68 |
|
3,577 |
| ||||
General and administrative expenses |
|
1,974 |
|
|
|
|
|
1,974 |
| ||||
Acquisition expenses |
|
5,836 |
|
(5,252 |
)(e) |
(584 |
) |
|
| ||||
Interest expense |
|
3,827 |
|
713 |
(f) |
240 |
|
4,780 |
| ||||
Depreciation and amortization |
|
14,063 |
|
2,071 |
(g) |
518 |
|
16,652 |
| ||||
Total expenses |
|
41,197 |
|
(192 |
) |
741 |
|
41,746 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
810 |
|
(177 |
)(h) |
(16 |
) |
617 |
| ||||
Gain on revaluation of equity on a business combination |
|
18,052 |
|
|
|
(18,052 |
)(i) |
|
| ||||
Equity in loss of investments in unconsolidated real estate joint ventures |
|
(4,645 |
) |
|
|
(515 |
) |
(5,160 |
) | ||||
Income from continuing operations |
|
397 |
|
4,339 |
|
(18,047 |
) |
(13,311 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
(Income) loss from continuing operations attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
| ||||
Noncontrolling interests in continuing operations |
|
320 |
|
(326 |
)(j) |
(234 |
) |
(240 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from continuing operations attributable to common stockholders |
|
$ |
717 |
|
$ |
4,013 |
|
$ |
(18,281 |
) |
$ |
(13,551 |
) |
|
|
|
|
|
|
|
|
|
| ||||
Weighted average number of common shares outstanding |
|
115,485 |
|
12,224 |
(k) |
|
|
127,709 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted income per common share: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.01 |
|
|
|
|
|
$ |
(0.11 |
) | ||
See accompanying notes to unaudited pro forma consolidated financial statements.
Behringer Harvard Multifamily REIT I, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2010
(in thousands, except share and per share amounts)
|
|
For the |
|
Pro Forma |
|
Other |
|
For the Year Ended |
| ||||
Rental revenues |
|
$ |
32,567 |
|
$ |
19,832 |
(c) |
7,682 |
|
$ |
60,081 |
| |
|
|
|
|
|
|
|
|
|
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Property operating expenses |
|
9,779 |
|
5,371 |
(c) |
2,490 |
|
17,640 |
| ||||
Real estate taxes |
|
4,491 |
|
3,078 |
(c) |
811 |
|
8,380 |
| ||||
Asset management and other fees |
|
5,146 |
|
1,729 |
(d) |
918 |
|
7,793 |
| ||||
General and administrative expenses |
|
4,242 |
|
|
|
|
|
4,242 |
| ||||
Acquisition expenses |
|
10,775 |
|
(3,470 |
)(e) |
(7,305 |
) |
|
| ||||
Interest expense |
|
5,672 |
|
1,569 |
(f) |
666 |
|
7,907 |
| ||||
Depreciation and amortization |
|
21,516 |
|
16,381 |
(g) |
6,075 |
|
43,972 |
| ||||
Total expenses |
|
61,621 |
|
24,658 |
|
3,655 |
|
89,934 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
1,376 |
|
(1,376 |
)(h) |
|
|
|
| ||||
Equity in loss of investments in unconsolidated real estate joint ventures |
|
(6,892 |
) |
(4,111 |
)(i) |
(5,205 |
) |
(16,208 |
) | ||||
Net loss |
|
(34,570 |
) |
(10,313 |
) |
(1,178 |
) |
(46,061 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss attributable to noncontrolling interests |
|
|
|
1,326 |
(j) |
455 |
|
1,781 |
| ||||
Net loss attributable to common stockholders |
|
$ |
(34,570 |
) |
$ |
(8,987 |
) |
$ |
(723 |
) |
$ |
(44,280 |
) |
|
|
|
|
|
|
|
|
|
| ||||
Weighted average number of common shares outstanding |
|
83,532 |
|
43,452 |
(k) |
|
|
126,984 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted loss per common share |
|
$ |
(0.41 |
) |
|
|
|
|
$ |
(0.35 |
) | ||
See accompanying notes to unaudited pro forma consolidated financial statements.
Behringer Harvard Multifamily REIT I, Inc.
Notes to Unaudited Pro Forma Consolidated Statements of Operations
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2011
a. Reflects our historical consolidated operations for the six months ended June 30, 2011.
b. Reflects the pro forma adjustments related to results for The Cameron and the West Village acquisitions from January 1, 2011 up to their dates of acquisition.
c. Reflects operating activity from January 1, 2011 to the acquisition date for the Acquisitions made during the six months ended June 30, 2011, Argenta and Stone Gate (the 2011 Acquisitions). See detail by acquisition in the table below.
d. Reflects the asset management fee associated with the 2011 Acquisitions. The assets are managed by Behringer Harvard Multifamily Advisors I, LLC, a related party to us. The annual asset management fee was 0.5% of the assets cost for the period of January 1, 2011 up to the acquisition dates.
e. Acquisition expenses are non-recurring and have been eliminated for the 2011 Acquisitions included in the pro forma adjustments.
f. Reflects the interest expense incurred related to the $37.0 million mortgage loan acquired upon acquisition of Stone Gate. The annual fixed interest rate of the mortgage loan is 4.24%.
g. Reflects the additional depreciation costs for the building and improvements incurred for the 2011
Acquisitions. Building depreciation is expensed over the propertys estimated useful life of 25 to 35 years, and improvements are depreciated over their estimated useful lives ranging from 3 to 15 years. See detail by acquisition in the table below.
h. Reflects the interest income lost on cash and cash equivalents due to $114.7 million in cash used for the 2011 Acquisitions assuming an average interest rate of 0.5%.
i. Reflects the exclusion of the gain on revaluation of equity on a business combination of $18.1 million related to the consolidation of Waterford Place on April 1, 2011.
j. Reflects the noncontrolling interests share of net loss for consolidated real estate joint venture acquisitions. See detail by acquisition in the table below.
k. Reflects the adjustment to the weighted average number of common shares outstanding due to the additional shares required to complete the 2011 Acquisitions as of January 1, 2010. The number of shares is based on our share of the purchase price of the 2011 Acquisitions less the cash and cash equivalent balance as of January 1, 2010 divided by $8.90, the net proceeds per share after all common stock offering costs.
The following table presents certain pro forma adjustments by acquisition for the 2011 Acquisitions that were combined in the Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011:
|
|
Pro Forma Adjustments by Acquisition |
| |||||||
|
|
For the Six Months Ended June 30, 2011 |
| |||||||
|
|
|
|
|
|
Total |
| |||
|
|
|
|
|
|
Pro Forma |
| |||
|
|
Argenta |
|
Stone Gate |
|
Adjustments |
| |||
Rental revenues |
|
$ |
1,830 |
|
$ |
2,494 |
|
$ |
4,324 |
|
Property operating expenses |
|
$ |
537 |
|
$ |
758 |
|
$ |
1,295 |
|
Real estate taxes |
|
$ |
318 |
|
$ |
246 |
|
$ |
564 |
|
Depreciation and amortization |
|
$ |
972 |
|
$ |
1,099 |
|
$ |
2,071 |
|
Net income attributable to noncontrolling interests |
|
$ |
(144 |
) |
$ |
(182 |
) |
$ |
(326 |
) |
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010
a. Reflects our historical consolidated operations for the year ended December 31, 2010.
b. Reflects the pro forma adjustments for the following multifamily community acquisitions for periods prior to the respective acquisition date:
Multifamily Community |
|
Acquisition Date |
Acacia |
|
January 7, 2010 |
Cherry Creek |
|
January 21, 2010 |
The Lofts at Park Crest |
|
March 16, 2010 |
Briar Forest |
|
May 27, 2010 |
Burnham Pointe |
|
June 30, 2010 |
Acappella |
|
August 4, 2010 |
Additional 27.4% interest in Venue |
|
August 26 , 2010 |
Additional 27.4% interest in Skye 2905 |
|
December 23 , 2010 |
Conversion of mezzanine loan to equity interest in The Cameron |
|
April 26, 2011 |
West Village |
|
May 17, 2011 |
c. Reflects the applicable operating activity from January 1, 2010 to the acquisition date for all Acquisitions made during the year ended December 31, 2010, and for the full year ended December 31, 2010 for the 2011 Acquisitions, Argenta and Stone Gate. See detail by acquisition in the table below.
d. Reflects the asset management fee associated with the Acquisitions. The assets are managed by Behringer Harvard Multifamily Advisors I, LLC, a related party to us. The annual asset management fee was 0.75% of the assets cost for the period of January 1, 2010 through June 30, 2010 and 0.5% of the asset cost for the period of July 1, 2010 through June 30, 2011.
e. Acquisition expenses are non-recurring and have been eliminated for the Acquisitions included in the pro forma adjustments.
f. Reflects the interest expense incurred related to the $37.0 million mortgage loan acquired upon acquisition of Stone Gate. The annual fixed interest rate of the mortgage loan is 4.24%.
g. Reflects the additional depreciation and amortization costs for the building and improvements incurred for the Acquisitions. Building depreciation is expensed over the propertys estimated useful life of 25 to 35 years, and improvements are depreciated over their estimated useful lives ranging from 3 to 15 years. Amortization of in-place leases are expensed over six months. See detail by acquisition in the table below.
h. Reflects the interest income lost on cash and cash equivalents due to $353.7 million in cash used for the Acquisitions. As the cost of the Acquisitions exceeded the cash and cash equivalent balance at January 1, 2010, all of the historical interest income recognized for 2010 is eliminated.
i. Reflects our share of the historical operations of unconsolidated Acquisitions with a third party joint venture partner from January 1, 2010 to the 2010 acquisition date or for the year ended December 31, 2010 for 2011 Acquisitions. See detail by acquisition in the table below.
j. Reflects the noncontrolling interests share of net loss for consolidated real estate joint venture acquisitions. See detail by acquisition in the table below.
k. Reflects the adjustment to the weighted average number of common shares outstanding due to the additional shares issued required to complete the Acquisitions as of January 1, 2010. The number of shares is based on our share of the purchase price of the Acquisitions less the cash and cash equivalent balance as of January 1, 2010 divided by $8.90, the net proceeds per share after all common stock offering costs.
The following table presents certain pro forma adjustments by acquisition for the 2010 and 2011 Acquisitions that were combined in the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010 presented above:
|
|
Pro Forma Adjustments by Acquisition |
| |||||||||||||||||||||||||
|
|
For the Year Ended December 31, 2010 |
| |||||||||||||||||||||||||
|
|
|
|
Fitzhugh |
|
Uptown |
|
The Reserve |
|
|
|
|
|
|
|
|
|
Total |
| |||||||||
|
|
|
|
Tupelo |
|
Post |
|
at La Vista |
|
|
|
The |
|
|
|
|
|
Pro Forma |
| |||||||||
|
|
Belmar |
|
Alley |
|
Oak |
|
Walk |
|
Allegro |
|
District |
|
Argenta |
|
Stone Gate |
|
Adjustments |
| |||||||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
3,780 |
|
$ |
2,880 |
|
$ |
3,051 |
|
$ |
|
|
$ |
4,824 |
|
$ |
5,297 |
|
$ |
19,832 |
|
Property operating expenses |
|
$ |
|
|
$ |
|
|
$ |
929 |
|
$ |
733 |
|
$ |
1,133 |
|
$ |
|
|
$ |
1,089 |
|
$ |
1,487 |
|
$ |
5,371 |
|
Real estate taxes |
|
$ |
|
|
$ |
|
|
$ |
850 |
|
$ |
393 |
|
$ |
657 |
|
$ |
|
|
$ |
636 |
|
$ |
542 |
|
$ |
3,078 |
|
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
3,301 |
|
$ |
2,095 |
|
$ |
2,255 |
|
$ |
|
|
$ |
4,655 |
|
$ |
4,075 |
|
$ |
16,381 |
|
Equity in loss of investments in unconsolidated real estate joint ventures |
|
$ |
(379 |
) |
$ |
(935 |
) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(2,797 |
) |
$ |
|
|
$ |
|
|
$ |
(4,111 |
) |
Net loss attributable to noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
75 |
|
$ |
1,251 |
|
$ |
1,326 |
|
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.
|
|
BEHRINGER HARVARD MULTIFAMILY REIT I, INC. |
|
|
|
|
|
|
Dated: September 16, 2011 |
|
/s/ Howard S. Garfield |
|
|
Howard S. Garfield |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |