UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 19, 2015
Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-36369 | 26-3136483 |
| (State or other jurisdiction of | ||
| incorporation or | (Commission File Number) | (I.R.S. Employer |
| organization) | Identification No.) |
712 Fifth Avenue, 9 th Floor
New York, NY 10019
(Address of principal executive offices)
(212) 843-1601
(Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
On August 25, 2015, Bluerock Residential Growth REIT, Inc. (the “Company”) filed, with the U.S. Securities and Exchange Commission (the “SEC”), a Current Report on Form 8-K dated August 19, 2015 (the “Form 8-K”) in conjunction with the acquisition of a material, direct equity interest of 100.0% in a 322-unit apartment community known as Ashton Reserve at Northlake Phase I located in Charlotte, NC (“Ashton I Property”).
This Current Report on Form 8-K/A (the “Form 8-K/A”) amends Item 9.01 of the Form 8-K to present certain financial statements of the Ashton I Property, which financial statements are filed as exhibits hereto. This Form 8-K/A should be read in conjunction with the Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Financial Statements of Real Estate Acquired |
| (b) | Pro Forma Financial Information |
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the long-term performance of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward looking statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2015 and its other filings with the SEC.
Ashton Reserve at Northlake Phase I
Contents
| 2 |
Board of Directors and Stockholders
Bluerock Residential Growth REIT, Inc.
New York, New York
We have audited the accompanying Historical Statement of Revenues and Certain Operating Expenses for the year ended December 31, 2014 of Ashton Reserve at Northlake Phase I (the “Property”) and the related notes (“Historical Statement”).
Management’s Responsibility for the Historical Statements
Management is responsible for the preparation and fair presentation of the Historical Statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Statement that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Historical 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 Historical Statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Historical Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Historical Statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
| 3 |
Opinion
In our opinion, the Historical Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses of Ashton Reserve at Northlake Phase I for the year ended December 31, 2014, in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
The accompanying Historical Statement was prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X, as described in Note 2, and is not intended to be a complete presentation of Ashton Reserve at Northlake Phase I’s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ BDO USA, LLP
New York, New York
November 2, 2015
| 4 |
Ashton Reserve at Northlake Phase I
Statements of Revenues and
Certain Operating Expenses
(Dollars in thousands)
| Year Ended December 31, 2014 | Six Months Ended June 30, 2015 | Six Months Ended June 30, 2014 | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenues | ||||||||||||
| Rental income | $ | 3,621 | $ | 1,820 | $ | 1,762 | ||||||
| Other rental revenue | 527 | 265 | 252 | |||||||||
| Total Revenues | 4,148 | 2,085 | 2,014 | |||||||||
| Certain Operating Expenses | ||||||||||||
| Property operating expenses | 1,145 | 551 | 584 | |||||||||
| Property taxes | 327 | 164 | 181 | |||||||||
| Total Certain Operating Expenses | 1,472 | 715 | 765 | |||||||||
| Revenues in Excess of Certain Operating Expenses | $ | 2,676 | $ | 1,370 | $ | 1,249 | ||||||
See accompanying notes to historical financial statements.
| 5 |
Ashton Reserve at Northlake Phase I
Notes to Statements of Revenues and
Certain Operating Expenses
1. Business
Ashton Reserve at Northlake Phase I (the “Property”), a multi-family apartment community located in Charlotte, North Carolina, was acquired pursuant to a purchase agreement between Bluerock Residential Holdings, L.P. (Bluerock Residential Growth REIT, Inc.’s operating partnership) and AR I Borrower, LLC on August 19, 2015.
2. Basis of Presentation
The accompanying Historical Statements of Revenues and Certain Operating Expenses (“Historical Statements”) have been prepared for the purpose of complying with Rule 3-14 of the United States Securities and Exchange Commission Regulation S-X and are not intended to be a complete presentation of the Property’s revenues and expenses. The Historical Statements have been prepared on the accrual basis of accounting and require management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
In preparation of the accompanying Historical Statements, subsequent events were evaluated for recognition or disclosure through November 2, 2015, which is the date the Historical Statements were available to be issued.
3. Unaudited Interim Information
In the opinion of the Property’s management, all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation (in accordance with Basis of Presentation as described in Note 2) have been made to the accompanying unaudited amounts for the six month periods ended June 30, 2015 and 2014.
4. Revenues
The Property contains 322 units that are rented to tenants under various lease agreements that are generally one year in length. All leases are accounted for as operating leases. Rental income is recognized as earned over the life of the lease agreements on a straight-line basis. Some of the leases include provisions under which the Property is reimbursed for certain operating costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Other rental revenue consists of charges billed to tenants for utilities, cable, garage rental, pets, administrative, application and other fees and is recognized when earned.
5. Certain Operating Expenses
Certain direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Property operating costs include property staff salaries, utilities, contract services, insurance, repairs and maintenance, and other general costs associated with operating the property. Costs such as depreciation, amortization, interest, and professional fees are excluded.
| 6 |
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
Unaudited Pro Forma Condensed Consolidated Financial Statements Information
The following unaudited pro forma condensed consolidated financial statements of Bluerock Residential Growth REIT, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements for the year ended December 31, 2014, and as of and for the six months ended June 30, 2015 (unaudited), and the related notes thereto.
The unaudited pro forma condensed consolidated balance sheet, as of June 30, 2015, and statement of operations for the year ended December 31, 2014, and six months ended June 30, 2015, have been prepared to provide pro forma financial information with regard to each of the transactions described below. The unaudited pro forma financial information gives effect to:
| (1) | The purchase of a 100.0% direct interest in Ashton I, which the Company expects to consolidate on its balance sheet. |
| (2) | The expected sale of the Company’s 100.00% direct equity interest in the North Park Towers property, to non-affiliated buyers, which was included in the Company’s historical consolidated balance sheet. The pro forma financial statements do not reflect the anticipated net proceeds from the sale of the North Park Towers asset and the subsequent reinvestment. |
The pro forma condensed consolidated balance sheet assumes that each of the transactions referred to above occurred on June 30, 2015. The pro forma consolidated statement of operations assume the transactions referred to above occurred on January 1, 2014. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.
The pro forma financial statements do not reflect the following:
| · | the operations of North Park Towers property in the statement of operations, as this asset has been sold, or is expected to be sold within the next twelve months; and |
| · | the anticipated net proceeds from the sale of the North Park Towers property. |
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
Unaudited Pro Forma Condensed Consolidated Financial Statements Information
(Continued)
All completed acquisitions are accounted for using the acquisition method of accounting. The total consideration is allocated to the assets acquired or ultimately acquired and the liabilities assumed at their respective fair values on the date of acquisition. The fair value of these assets and liabilities is allocated in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”).
These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material adjustments necessary to reflect the effects of the transactions referred to above, have been made. Our pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are not necessarily indicative of what our consolidated financial condition or results of operations actually would have been assuming the transactions referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results of operations for future periods.
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2015
| Pro Forma Adjustments for | ||||||||||||||||
| Bluerock Residential Growth REIT, Inc. Historical (a) |
Ashton I (b) |
Disposals / Held for Sale Items (c) |
Pro Forma Total |
|||||||||||||
| ASSETS | ||||||||||||||||
| Real Estate | ||||||||||||||||
| Land | $ | 45,281 | $ | 4,000 | $ | - | $ | 49,281 | ||||||||
| Building and improvements | 297,468 | 39,716 | - | 337,184 | ||||||||||||
| Construction in progress | - | - | - | - | ||||||||||||
| Furniture, fixtures and equipment | 8,501 | 1,229 | - | 9,730 | ||||||||||||
| Total Gross Operating Real Estate Investments | 351,250 | 44,945 | - | 396,195 | ||||||||||||
| Accumulated depreciation | (16,121 | ) | - | - | (16,121 | ) | ||||||||||
| Total Net Operating Real Estate | 335,129 | 44,945 | - | 380,074 | ||||||||||||
| Operating real estate held for sale, net | 15,029 | - | (15,029 | ) | - | |||||||||||
| Total Net Real Estate Investments | 350,158 | 44,945 | (15,029 | ) | 380,074 | |||||||||||
| Cash and cash equivalents | 95,429 | (13,469 | ) | - | 81,960 | |||||||||||
| Restricted cash | 4,306 | - | - | 4,306 | ||||||||||||
| Due from affiliates | 1,481 | - | - | 1,481 | ||||||||||||
| Accounts receivables, prepaids and other assets | 2,616 | - | - | 2,616 | ||||||||||||
| Investments in unconsolidated real estate joint ventures | 58,539 | - | (57 | ) | 58,482 | |||||||||||
| In-place lease value, net | 634 | 848 | - | 1,482 | ||||||||||||
| Deferred financing costs, net | 2,457 | 219 | - | 2,676 | ||||||||||||
| Non-real estate assets associated with operating real estate held-for-sale | 917 | - | (917 | ) | - | |||||||||||
| Total Assets | $ | 516,537 | $ | 32,543 | $ | (16,003 | ) | $ | 533,077 | |||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Mortgage payable | $ | 243,744 | $ | 32,942 | $ | - | $ | 276,686 | ||||||||
| Mortgage payable associated with operating real estate held-for-sale | 11,500 | - | (11,500 | ) | - | |||||||||||
| Accounts payable | 787 | - | - | 787 | ||||||||||||
| Other accrued liabilities | 5,394 | - | - | 5,394 | ||||||||||||
| Due to affiliates | 2,818 | - | - | 2,818 | ||||||||||||
| Distributions payable | 1,957 | - | - | 1,957 | ||||||||||||
| Liabilities associated with operating real estate held-for-sale | 345 | - | (345 | ) | - | |||||||||||
| Total Liabilities | 266,545 | 32,942 | (11,845 | ) | 287,642 | |||||||||||
| Stockholders' Equity | ||||||||||||||||
| Preferred stock, $0.01 par value, 250,000,000 shares authorized; none issued and outstanding | - | - | - | - | ||||||||||||
| Class A common stock, $0.01 par value, 747,586,185 shares authorized; 18,847,818 shares issued and outstanding, pro forma |
188 |
- |
- |
188 |
||||||||||||
| Class B-2 common stock, $0.01 par value, 804,605 shares authorized; 353,630 shares issued and outstanding, pro forma |
4 |
- |
- |
4 |
||||||||||||
| Class B-3 common stock, $0.01 par value, 804,605 shares authorized; 353,629 shares issued and outstanding, pro forma |
4 |
- |
- |
4 |
||||||||||||
| Additional paid-in-capital, net of costs | 246,030 | - | - | 246,030 | ||||||||||||
| Distributions in excess of cumulative earnings | (27,574 | ) | (399 | ) | (4,158 | ) | (32,131 | ) | ||||||||
| Total Stockholders' Equity | 218,652 | (399 | ) | (4,158 | ) | 214,095 | ||||||||||
| Noncontrolling Interests | ||||||||||||||||
| Operating Units | 2,850 | - | - | 2,850 | ||||||||||||
| Partially Owned Properties | 28,490 | - | - | 28,490 | ||||||||||||
| Total Noncontrolling interests | 31,340 | - | - | 31,340 | ||||||||||||
| Total Equity | 249,992 | (399 | ) | (4,158 | ) | 245,435 | ||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 516,537 | $ | 32,543 | $ | (16,003 | ) | $ | 533,077 | |||||||
See Notes to Unaudited Pro Forma Consolidated Balance Sheet
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2015
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q as of June 30, 2015. |
| (b) | The purchase of a 100.0% direct interest in Ashton I, which the Company expects to consolidate on its balance sheet. |
| (c) | Reflect the expected sale of the Company’s 100.0% direct equity interest in the North Park Towers property, to a non-affiliated buyer, which was included in the Company’s historical consolidated balance sheet. The pro forma financial statements do not reflect the anticipated net proceeds from the sale of the North Park Towers asset and the subsequent reinvestment. |
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2015
| Pro Forma Adjustments for | ||||||||||||||||||||||||||||
| Bluerock
Residential Growth REIT, Inc. Historical (a) |
Fox
Hill (b) |
Ashton
I (c) |
Alexan Southside Place (d) |
Held
for Sale Properties (e) |
Other
items (f) |
Pro
Forma Total |
||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||
| Net rental income | $ | 18,562 | $ | 838 | $ | 1,820 | $ | - | $ | (1,782 | ) | $ | - | $ | 19,438 | |||||||||||||
| Other | 943 | 88 | 265 | - | (105 | ) | - | 1,191 | ||||||||||||||||||||
| Total revenues | 19,505 | 926 | 2,085 | - | (1,887 | ) | - | 20,629 | ||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| Property operating expenses | 8,226 | 453 | 798 | - | (1,148 | ) | - | 8,329 | ||||||||||||||||||||
| General and administrative expenses | 1,666 | - | - | - | - | - | 1,666 | |||||||||||||||||||||
| Asset management fees | - | - | - | - | - | - | - | |||||||||||||||||||||
| Acquisition costs | 670 | - | - | - | - | - | 670 | |||||||||||||||||||||
| Depreciation and amortization | 6,506 | (75 | )(g) | 442 | (g) | - | - | (880 | ) | 5,993 | ||||||||||||||||||
| Total expenses | 17,068 | 378 | 1,240 | - | (1,148 | ) | (880 | ) | 16,658 | |||||||||||||||||||
| Operating (loss) income | 2,437 | 548 | 845 | - | (739 | ) | 880 | 3,971 | ||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||
| Gain on revaluation of equity on business combination | - | - | - | - | - | - | - | |||||||||||||||||||||
| Gain on sale of joint venture interests | - | - | - | - | - | - | - | |||||||||||||||||||||
| Other income | - | - | - | - | - | - | - | |||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated joint ventures | 2,025 | - | - | 613 | - | - | 2,638 | |||||||||||||||||||||
| Equity in gain on sale of real estate asset of unconsolidated joint venture | 11,292 | - | - | - | (11,292 | ) | - | - | ||||||||||||||||||||
| Interest income | 62 | - | - | - | - | - | 62 | |||||||||||||||||||||
| Interest expense | (5,018 | ) | (246 | )(h) | (693 | )(i) | - | 341 | - | (5,616 | ) | |||||||||||||||||
| Total other (expense) income | 8,361 | (246 | ) | (693 | ) | 613 | (10,951 | ) | - | (2,916 | ) | |||||||||||||||||
| Net income (loss) from continuing operations | 10,798 | 302 | 152 | 613 | (11,690 | ) | 880 | 1,055 | ||||||||||||||||||||
| ` | ||||||||||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||||||||||
| (Loss) income on operations of rental property | - | - | - | - | - | - | - | |||||||||||||||||||||
| Loss on early extinguishment of debt | - | - | - | - | - | - | - | |||||||||||||||||||||
| Gain on sale of joint venture interests | - | - | - | - | - | - | - | |||||||||||||||||||||
| Gain (loss) from discontinued operations | - | - | - | - | - | - | - | |||||||||||||||||||||
| Net (loss) income | 10,798 | 302 | 152 | 613 | (11,690 | ) | 880 | 1,055 | ||||||||||||||||||||
| Net (loss) income attributable to Noncontrolling Interest | ||||||||||||||||||||||||||||
| Operating Units | 65 | - | - | - | - | (79 | ) | (14 | ) | |||||||||||||||||||
| Partially Owned Properties | 5,847 | 22 | - | - | (5,982 | ) | 44 | (69 | ) | |||||||||||||||||||
| Net (loss) income attributable to Noncontrolling Interest | 5,912 | 22 | - | - | (5,982 | ) | (35 | ) | (83 | ) | ||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | 4,886 | $ | 280 | $ | 152 | $ | 613 | $ | (5,708 | ) | $ | 915 | $ | 1,138 | |||||||||||||
| Earnings (loss) per common share - continuing operations | ||||||||||||||||||||||||||||
| Basic Income (Loss) Per Common Share | $ | 0.17 | $ | 0.08 | ||||||||||||||||||||||||
| Diluted Income (Loss) Per Common Share | $ | 0.17 | $ | 0.08 | ||||||||||||||||||||||||
| Earnings (loss) per common share - discontinued operations | ||||||||||||||||||||||||||||
| Basic Income (Loss) Per Common Share | $ | 0.02 | $ | - | ||||||||||||||||||||||||
| Diluted Income (Loss) Per Common Share | $ | 0.02 | $ | - | ||||||||||||||||||||||||
| Weighted Average Basic Common Shares Outstanding | 14,461,064 | 14,461,064 | ||||||||||||||||||||||||||
| Weighted Average Diluted Common Shares Outstanding | 14,461,064 | 14,461,064 | ||||||||||||||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Statement of Operations
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2015
| (a) | Historical consolidated financial information derived from the Company’s quarterly report on Form 10-Q for the six months ended June 30, 2015. |
| (b) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Fox Hill Property as if these assets had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the six months ended June 30, 2015. Pro forma adjustments to historical results included: decreasing depreciation and amortization $0.08 million and increasing interest expense $0.26 million. |
| (c) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Ashton I Property as if this asset had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the six months ended June 30, 2015. Pro forma adjustments to historical results included: increasing depreciation and amortization $0.44 million and increasing interest expense $0.05 million. |
| (d) | Represents the preferred investment in the Alexan Southside Property as if this investment had been acquired on January 1, 2014 and recorded under the equity method. Per the joint venture agreement, the interests the Company is acquiring earns an annual 15.0% preferred return. Therefore, in accordance with the joint venture agreement the pro forma was adjusted for the $0.61 million of equity in earnings from unconsolidated joint ventures, for the six months ended June 30, 2015. |
| (e) | Reflects the expected sale of the Company’s 100.00% direct equity interest in the North Park Towers property to non-affiliated buyers, which was included in the Company’s historical consolidated statement of operations. |
| (f) |
Other items have been adjusted to reflect: |
| · | ARIUM Grandewood amortization expense decreasing by $0.88 million. |
| (g) | Represents depreciation and amortization expense adjustment to historical results for the six months ended June 30, 2015 based on the preliminary allocation of the purchase price. Depreciation expense is calculated using the straight-line method over the estimated useful lives of 30 – 35 years for the building, 15 years for building and land improvements and 3-7 years for furniture, fixtures and equipment. Amortization expense on identifiable intangible assets is recognized using the straight-line method over the life of the lease, which is generally less than one year. Amortization expense on the lender loan assumption fees have been recognized using the straight-line method over the life of the remaining term of the mortgages. |
| (h) | Represents interest expense incurred on a $26.71 million mortgage loan which bears a fixed interest rate of 3.57% and matures on April 1, 2022, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
| (i) | Represents interest expense estimated to have incurred on the $31.9 million mortgage loan which bears a fixed interest rate of 4.67% and matures on December 1, 2025, based on the fair value of debt, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014
| Pro Forma Adjustments for | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bluerock
Residential Growth REIT, Inc. Historical (a) |
Village
Green of Ann Arbor (b) |
Villas
at Oak Crest (c) |
Lansbrook Village (d) |
ARIUM
Grandewood (e) |
EOS (f) |
Alexan CityCentre (g) |
Fox
Hill (h) |
Alexan Southside Place (i) |
Ashton
I (j) |
Held
for Sale Properties (k) |
Other
items (l) |
Pro
Forma Total |
||||||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net rental income | $ | 29,198 | $ | 1,472 | $ | - | $ | 2,962 | $ | 3,210 | $ | - | $ | - | $ | 3,508 | $ | - | $ | 3,621 | $ | (7,419 | ) | $ | - | $ | 36,552 | |||||||||||||||||||||||||
| Other | 1,165 | 121 | - | 156 | 210 | - | - | 385 | - | 527 | (318 | ) | - | 2,246 | ||||||||||||||||||||||||||||||||||||||
| Total revenues | 30,363 | 1,593 | - | 3,118 | 3,420 | - | - | 3,893 | - | 4,148 | (7,737 | ) | - | 38,798 | ||||||||||||||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property operating expenses | 13,213 | 608 | - | 1,442 | 1,320 | - | - | 1,839 | - | 1,672 | (2,901 | ) | - | 17,193 | ||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | 2,694 | - | - | - | - | - | - | - | - | - | (1 | ) | - | 2,693 | ||||||||||||||||||||||||||||||||||||||
| Asset management fees | 1,004 | - | - | - | - | - | - | - | - | - | (24 | ) | - | 980 | ||||||||||||||||||||||||||||||||||||||
| Acquisition costs | 4,378 | - | - | - | - | - | - | - | - | - | (1,274 | ) | - | 3,104 | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 13,047 | 399 | (m) | - | 856 | (m) | 1,874 | (m) | - | - | 2,097 | (m) | - | 1,732 | (m) | (3,154 | ) | - | 16,851 | |||||||||||||||||||||||||||||||||
| Total expenses | 34,336 | 1,007 | - | 2,298 | 3,194 | - | - | 3,936 | - | 3,404 | (7,354 | ) | - | 40,821 | ||||||||||||||||||||||||||||||||||||||
| Operating (loss) income | (3,973 | ) | 586 | - | 820 | 226 | - | - | (43 | ) | - | 744 | (383 | ) | - | (2,023 | ) | |||||||||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 185 | - | - | - | - | - | - | - | - | - | - | - | 185 | |||||||||||||||||||||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated joint ventures | 1,066 | - | 111 | - | - | 315 | 597 | - | 2,598 | - | (127 | ) | - | 4,560 | ||||||||||||||||||||||||||||||||||||||
| Equity in gain on sale of real estate asset of unconsolidated joint venture | 4,067 | - | - | - | - | - | - | - | - | - | (4,067 | ) | - | - | ||||||||||||||||||||||||||||||||||||||
| Interest expense | (8,019 | ) | (460 | )(n) | - | (1,033 | )(o) | (403 | )(p) | - | - | (985 | )(q) | - | (1,386 | )(r) | 1,485 | (275 | ) | (11,076 | ) | |||||||||||||||||||||||||||||||
| Total other (expense) income | (2,701 | ) | (460 | ) | 111 | (1,033 | ) | (403 | ) | 315 | 597 | (985 | ) | 2,598 | (1,386 | ) | (2,709 | ) | (275 | ) | (6,331 | ) | ||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | (6,674 | ) | 126 | 111 | (213 | ) | (177 | ) | 315 | 597 | (1,028 | ) | 2,598 | (642 | ) | (3,092 | ) | (275 | ) | (8,354 | ) | |||||||||||||||||||||||||||||||
| ` | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income on operations of rental property | (10 | ) | - | - | - | - | - | - | - | - | - | 10 | - | - | ||||||||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | (880 | ) | - | - | - | - | - | - | - | - | - | 880 | - | - | ||||||||||||||||||||||||||||||||||||||
| Gain on sale of joint venture interests | 1,006 | - | - | - | - | - | - | - | - | - | (1,006 | ) | - | - | ||||||||||||||||||||||||||||||||||||||
| Gain (loss) from discontinued operations | 116 | - | - | - | - | - | - | - | - | - | (116 | ) | - | - | ||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (6,558 | ) | 126 | 111 | (213 | ) | (177 | ) | 315 | 597 | (1,028 | ) | 2,598 | (642 | ) | (3,208 | ) | (275 | ) | (8,354 | ) | |||||||||||||||||||||||||||||||
| Net (loss) income attributable to Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Units | (238 | ) | - | - | - | - | - | - | - | - | - | - | 154 | (84 | ) | |||||||||||||||||||||||||||||||||||||
| Partially Owned Properties | (1,148 | ) | 65 | 8 | (35 | ) | 19 | - | - | (55 | ) | - | - | (123 | ) | (80 | ) | (1,349 | ) | |||||||||||||||||||||||||||||||||
| Net (loss) income attributable to Noncontrolling Interest | (1,386 | ) | 65 | 8 | (35 | ) | 19 | - | - | (55 | ) | - | - | (123 | ) | 74 | (1,434 | ) | ||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | (5,172 | ) | $ | 61 | $ | 103 | $ | (178 | ) | $ | (196 | ) | $ | 315 | $ | 597 | $ | (973 | ) | $ | 2,598 | $ | (642 | ) | $ | (3,085 | ) | $ | (349 | ) | $ | (6,920 | ) | ||||||||||||||||||
| Earnings (loss) per common share - continuing operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic Income (Loss) Per Common Share | $ | (0.98 | ) | $ | (1.77 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Diluted Income (Loss) Per Common Share | $ | (0.98 | ) | $ | (1.77 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per common share - discontinued operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic Income (Loss) Per Common Share | $ | 0.02 | $ | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted Income (Loss) Per Common Share | $ | 0.02 | $ | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted Average Basic Common Shares Outstanding | 5,381,787 | 5,381,787 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted Average Diluted Common Shares Outstanding | 5,381,787 | 5,381,787 | ||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Statement of Operations
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014
| (a) | Historical consolidated financial information derived from the Company’s quarterly report on Form 10-K for the year ended December 31, 2014. |
| (b) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Village Green of Ann Arbor Property as if this asset had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the year ended December 31, 2014. Pro forma adjustments to historical results included: increasing depreciation and amortization $0.05 million and increasing interest expense $0.04 million. |
| (c) | Represents the preferred investment in the Villas at Oak Crest Property as if this asset had been acquired on January 1, 2014 and recorded under the equity method. Per the joint venture agreement, the interests the Company acquired earn an annual 15.0% preferred return. Therefore, in accordance with the joint venture agreement, the pro forma was adjusted for the $0.10 million of equity in earnings from unconsolidated joint ventures for the year ended December 31, 2014. |
| (d) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Lansbrook Village Property as if this asset had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the year ended December 31, 2014. Pro forma adjustments to historical results included: increasing depreciation and amortization $0.86 million and increasing interest expense $0.70 million. |
| (e) | Represents adjustments to historical operations of the Company to give effect to the purchase of the ARIUM Grandewood Property as if this asset had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the year ended December 31, 2014. Pro forma adjustments to historical results included: increasing depreciation and amortization $1.29 million and decreasing interest expense $0.72 million. |
| (f) | Represents the preferred investment in the EOS Property as if this asset had been acquired on January 1, 2014 and recorded under the equity method. Per the joint venture agreement, the interests the Company acquired earn an annual 15.0% preferred return. Therefore, in accordance with the joint venture agreement, the pro forma was adjusted for the $0.31 million of equity in earnings from unconsolidated joint ventures for the year ended December 31, 2014. |
| (g) | Represents the preferred investment in the Alexan CityCentre Property as if this asset had been acquired on January 1, 2014 and recorded under the equity method. Per the joint venture agreement, the interests the Company acquired earn an annual 15.0% preferred return. Therefore, in accordance with the joint venture agreement, the pro forma was adjusted for the $0.60 million of equity in earnings from unconsolidated joint ventures for the year ended December 31, 2014. |
| (h) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Fox Hill Property as if these assets had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the year ended December 31, 2014. Pro forma adjustments to historical results included: increasing depreciation and amortization $1.98 million and increasing interest expense $0.13 million. |
| (i) | Represents the preferred investment in the Alexan Southside Property as if this investment had been acquired on January 1, 2014 and recorded under the equity method. Per the joint venture agreement, the interests the Company is acquiring earns an annual 15.0% preferred return. Therefore, in accordance with the joint venture agreement the pro forma was adjusted for the $2.60 million of equity in earnings from unconsolidated joint ventures, for the year ended December 31, 2014. |
| (j) | Represents adjustments to historical operations of the Company to give effect to the purchase of the Ashton I Property as if this asset had been acquired on January 1, 2014. Adjustments were derived directly from the property’s actual results of operations, including pro forma adjustments for the year ended December 31, 2014. Pro forma adjustments to historical results included: increasing depreciation and amortization $1.73 million and increasing interest expense $0.10 million. |
| (k) | Reflects the sales of the Company’s 25.00% indirect equity interest in the Estates at Perimeter property that was accounted for under the equity method and the sales of the Company’s 60.00% indirect equity interest in the Grove at Waterford property and the Company’s 25.10% indirect equity interest in the Berry Hill property, to non-affiliated buyers, which were included in the Company’s historical consolidated statement of operations. Additionally reflects the expected sale of the Company’s 100.00% direct equity interest in the North Park Towers property to non-affiliated buyers, which was included in the Company’s historical consolidated statement of operations. |
| (l) | Other items have been adjusted to reflect: |
| · | the Company’s purchase of an additional 41.10% indirect interest in Enders Place, which the Company already has a controlling interest in, as if this had been acquired on January 1, 2014. |
| · | the interest expense incurred on the supplemental Enders Place mortgage of $8.00 million which bears a fixed interest rate of 5.01% and matures on November 1, 2022. Pro forma adjustments to historical results for the year ended December 31, 2014, included increasing interest expense $0.27 million. |
| · | the operating units’ interest in the consolidated property’s net income (loss). |
| (m) | Represents depreciation and amortization expense adjustment to historical results for the year ended December 31, 2014 based on the preliminary allocation of the purchase price. Depreciation expense is calculated using the straight-line method over the estimated useful lives of 30 – 35 years for the building, 15 years for building and land improvements and three to seven years for furniture, fixtures and equipment. Amortization expense on identifiable intangible assets is recognized using the straight-line method over the life of the lease, which is generally less than one year. Amortization expense on the lender loan assumption fees have been recognized using the straight-line method over the life of the remaining term of the mortgages. |
| (n) | Represents interest expense incurred on a $41.82 million mortgage loan which bears a fixed interest rate of 4.40% and matures on October 1, 2022, based on the fair value of debt, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
| (o) | Represents interest expense estimated to have incurred on the $42.00 million mortgage loan which bears a fixed interest rate of 4.45% and matures on March 31, 2018, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
| (p) |
Represents interest expense estimated to have incurred on the $29.44 million mortgage loan which bears a floating interest rate of one-month LIBOR plus 1.67% and matures on December 1, 2024, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
| (q) | Represents interest expense incurred on a $26.71 million mortgage loan which bears a fixed interest rate of 3.57% and matures on April 1, 2022, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
| (r) | Represents interest expense incurred on a $31.90 million mortgage loan which bears a fixed interest rate of 4.67% and matures on December 1, 2025, calculated as if the loan were acquired on January 1, 2014. Amounts presented are at fair value. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUEROCK RESIDENTIAL GROWTH REIT, INC. | ||
| DATE: November 4, 2015 | /s/ Christopher J. Vohs | |
| Christopher J. Vohs | ||
| Chief Accounting Officer and Treasurer | ||