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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): April 7, 2016
NexPoint Multifamily Capital Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 333-200221 | 46-4106316 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 Crescent Court
Suite 700
Dallas, Texas 75201
(Address of principal executive offices)
(972) 628-4100
(Registrants telephone number, including area code)
N/A
(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)) |
Table of Contents
Item 9.01 | Financial Statements and Exhibits. |
On April 7, 2016, NexPoint Multifamily Capital Trust, Inc. (the Company) acquired a 95% indirect interest in a 330-unit multifamily residential community located in Phoenix, Arizona, known as The Estates on Maryland (Estates or the Property). The Company is filing this Current Report on Form 8-K/A to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2016, to provide the required financial information related to the acquisition of Estates.
(a) | Financial Statements. |
The Estates on Maryland
Page | ||
F-1 | ||
F-2 | ||
F-3 |
(b) | Pro Forma Financial Information (unaudited). |
NexPoint Multifamily Capital Trust, Inc.
Table of Contents
To the Board of Directors and Stockholders
NexPoint Multifamily Capital Trust, Inc.
We have audited the accompanying Historical Statement of Revenues and Certain Direct Operating Expenses of The Estates on Maryland (the Property) for the year ended December 31, 2015.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of this financial 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 this financial statement that is free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the financial 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 we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial 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 entitys 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 financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Historical Statement of Revenues and Certain Direct Operating Expenses referred to above presents fairly, in all material respects, the revenue and certain direct operating expenses described in Note 2 of the financial statement for the year ended December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2 and is not intended to be a complete presentation of the Propertys revenues and expenses. Our opinion is not modified with respect to that matter.
Atlanta, Georgia
June 14, 2016
F-1
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THE ESTATES ON MARYLAND
HISTORICAL STATEMENTS OF REVENUES
AND CERTAIN DIRECT OPERATING EXPENSES
For the Three Months Ended March 31, 2016 |
For the Year Ended December 31, 2015 |
|||||||
(Unaudited) | ||||||||
Revenues |
||||||||
Rental income |
$ | 842,025 | $ | 3,284,909 | ||||
Other rental income |
87,556 | 337,060 | ||||||
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|
|
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Total revenues |
929,581 | 3,621,969 | ||||||
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|
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Certain direct operating expenses |
||||||||
Property operating expenses |
225,711 | 1,010,973 | ||||||
Property taxes and insurance |
113,077 | 407,614 | ||||||
Management fees |
28,210 | 98,055 | ||||||
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|
|
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Total certain direct operating expenses |
366,998 | 1,516,642 | ||||||
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|
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Revenues in excess of certain direct operating expenses |
$ | 562,583 | $ | 2,105,327 | ||||
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|
|
See accompanying notes to historical financial statements
F-2
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THE ESTATES ON MARYLAND
NOTES TO HISTORICAL STATEMENTS OF REVENUES
AND CERTAIN DIRECT OPERATING EXPENSES
1. Business
The accompanying historical statements of revenues and certain direct operating expenses (Historical Summary) include the revenues and certain expenses of The Estates on Maryland located in Phoenix, Arizona (the Property). The Property comprises 330 units.
On April 7, 2016, NexPoint Multifamily Capital Trust, Inc. (f/k/a NexPoint Multifamily Realty Trust, Inc.) (the Company) acquired from Highland Capital Management, L.P. (Sponsor) the Sponsors indirect 95% interest in the Property.
2. Basis of Presentation
The accompanying Historical Summary has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Propertys revenues and expenses. The Historical Summary has been prepared in accordance with U.S. generally accepted accounting principles (GAAP).
A Historical Summary is being presented for the most recent year available instead of the three most recent years based on the following facts: (1) the Property was acquired from an affiliated party; and (2) based on the due diligence of the Property conducted by the Company, except as disclosed in these Notes to Historical Summary, management is not aware of any material factors related to the Property that would cause this financial information not to be indicative of future operations.
3. Unaudited Interim Information
The unaudited Historical Summary for the three months ended March 31, 2016 has been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. In the opinion of the Propertys 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 three months ended March 31, 2016.
4. Significant Accounting Policies
Revenue Recognition
The Property contains apartment units occupied under various lease agreements with residents, typically with terms of 12 months or less. 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 residents pursuant to the lease agreements. Other rental income consists of charges billed to residents for utilities reimbursements, administrative, application and other fees and is recognized when earned.
Certain Direct 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 includes property staff salaries, marketing, utilities, landscaping, repairs and maintenance, and other general costs associated with operating the property. Costs such as depreciation, amortization, interest and professional fees are excluded from the Historical Summary.
Use of Estimates
The preparation of financial statements, as described in Note 2 and in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
F-3
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THE ESTATES ON MARYLAND
NOTES TO HISTORICAL STATEMENTS OF REVENUES
AND CERTAIN DIRECT OPERATING EXPENSES
5. Commitments and Contingencies
Litigation
The Property may become party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition.
Other Matters
The Company is not aware of any material environmental liabilities relating to the Property that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations or other environmental conditions with respect to the Property could result in future environmental liabilities.
6. Subsequent Events
In preparation of the accompanying Historical Summary, subsequent events were evaluated for recognition or disclosure through June 14, 2016, which is the date the Historical Summary was issued.
F-4
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following pro forma information should be read in conjunction with the Companys historical consolidated financial statements and the notes thereto as filed in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 25, 2016, and the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which was filed with the SEC on May 12, 2016. In addition, this pro forma information should be read in conjunction with the statements of revenues over direct certain operating expenses and the notes thereto of the Property, which are included herein.
The following unaudited pro forma consolidated balance sheet as of March 31, 2016 has been prepared to give effect to the acquisition of the Property, which occurred on April 7, 2016, as if the acquisition occurred on March 31, 2016.
The following unaudited pro forma consolidated statements of operations for the three months ended March 31, 2016 and for the year ended December 31, 2015 have been prepared to give effect to the acquisition of the Property as if the acquisition occurred on January 1, 2015.
These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of the Property been consummated as of January 1, 2015.
F-5
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2016
Pro Forma Adjustment |
||||||||||||
NexPoint Multifamily Capital Trust, Inc. Historical (a) |
Estates on Maryland (b) |
Pro Forma Total | ||||||||||
ASSETS |
||||||||||||
Operating Real Estate Investments |
||||||||||||
Land |
$ | | $ | 5,080,000 | $ | 5,080,000 | ||||||
Buildings and improvements |
| 34,850,475 | 34,850,475 | |||||||||
Intangible lease assets |
| 1,004,000 | 1,004,000 | |||||||||
Construction in progress |
| 176,138 | 176,138 | |||||||||
Furniture, fixtures, and equipment |
| 545,229 | 545,229 | |||||||||
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|
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Total Gross Operating Real Estate Investments |
| 41,655,842 | 41,655,842 | |||||||||
Accumulated depreciation and amortization |
| | | |||||||||
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|
|
|
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Total Net Operating Real Estate Investments |
| 41,655,842 | 41,655,842 | |||||||||
Cash and cash equivalents |
2,192,750 | 360,973 | 2,553,723 | |||||||||
Restricted cash |
| 154,281 | 154,281 | |||||||||
Accounts receivable |
| 16,593 | 16,593 | |||||||||
Prepaid and other assets |
| 86,745 | 86,745 | |||||||||
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TOTAL ASSETS |
$ | 2,192,750 | $ | 42,274,433 | $ | 44,467,183 | ||||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities: |
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Credit facility |
$ | | $ | 10,000,000 | $ | 10,000,000 | ||||||
Mortgages payable |
| 26,919,000 | 26,919,000 | |||||||||
Accounts payable and other accrued liabilities |
213,719 | 49,125 | 262,844 | |||||||||
Accrued real estate taxes payable |
| 276,109 | 276,109 | |||||||||
Accrued interest payable |
| 165,922 | 165,922 | |||||||||
Security deposit liability |
| 69,724 | 69,724 | |||||||||
Prepaid rents |
| 57,710 | 57,710 | |||||||||
Due to affiliates |
292,306 | | (c) | 292,306 | ||||||||
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Total Liabilities |
506,025 | 37,537,591 | 38,043,616 | |||||||||
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Stockholders equity: |
||||||||||||
Preferred stock, $.01 par value; 10,000,000 shares authorized; 0 shares issued and outstanding |
| | | |||||||||
Class A Common stock, $.01 par value; 500,000,000 shares authorized; 239,614 shares issued and outstanding |
2,396 | 4,348 | 6,744 | |||||||||
Class T Common stock, $.01 par value; 500,000,000 shares authorized; 0 shares issued and outstanding |
| | | |||||||||
Additional paid-in capital |
2,190,684 | 3,995,652 | 6,186,336 | |||||||||
Accumulated deficit |
(506,355 | ) | | (c) | (506,355 | ) | ||||||
Noncontrolling interests |
| 736,842 | 736,842 | |||||||||
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Total Equity |
1,686,725 | 4,736,842 | 6,423,567 | |||||||||
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TOTAL LIABILITIES AND EQUITY |
$ | 2,192,750 | $ | 42,274,433 | $ | 44,467,183 | ||||||
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F-6
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2016
(a) | Historical financial information as of March 31, 2016, derived from the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2016. |
(b) | Represents adjustments to the consolidated balance sheet of the Company to give effect to the acquisition of the Property and related cash, other assets and liabilities as if the acquisition had occurred on March 31, 2016. The purchase price of the Companys indirect 95% interest in the Property, exclusive of closing and other acquisition costs, was approximately $39.6 million. The Property was acquired through the issuance of approximately 434,783 shares of the Companys Class A common stock and through the assumption of a $10.0 million bridge loan and 95% of a nonrecourse $26.9 million first mortgage. The Company recorded the cost of tangible assets and identifiable intangible assets acquired based on their estimated fair values. |
(c) | Does not include acquisition fees of $395,731 that would have been payable to the Companys advisor in connection with the acquisition had the Property been acquired on March 31, 2016. |
F-7
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
As of March 31, 2016
NexPoint Multifamily Capital Trust, Inc. Historical (a) |
Estates on Maryland (b) |
Pro Forma Adjustments |
Pro Forma Total |
|||||||||||||
Revenues |
||||||||||||||||
Rental income |
$ | | $ | 842,025 | $ | | $ | 842,025 | ||||||||
Other income |
| 87,556 | | 87,556 | ||||||||||||
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Total revenues |
$ | | $ | 929,581 | $ | | $ | 929,581 | ||||||||
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Expenses |
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Property operating expenses |
| 195,591 | | 195,591 | ||||||||||||
Real estate taxes and insurance |
| 113,077 | | 113,077 | ||||||||||||
Property management fees (related party) |
| 28,210 | | 28,210 | ||||||||||||
Asset management fees (related party) |
| | 60,060 | (c) | 60,060 | |||||||||||
Corporate general and administrative expenses |
154,335 | | | 154,335 | ||||||||||||
Organization expenses |
14,750 | | | 14,750 | ||||||||||||
Property general and administrative expenses |
| 30,120 | | 30,120 | ||||||||||||
Depreciation and amortization |
| | 334,550 | (d) | 334,550 | |||||||||||
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Total expenses |
169,085 | 366,998 | 394,609 | 930,692 | ||||||||||||
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Operating income (loss) |
(169,085 | ) | 562,583 | (394,609 | ) | (1,111 | ) | |||||||||
Interest expense |
| | (279,338 | )(e) | (279,338 | ) | ||||||||||
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Net income (loss) |
(169,085 | ) | 562,583 | (673,947 | ) | (280,449 | ) | |||||||||
Net income (loss) attributable to noncontrolling interests |
| 28,129 | (25,111 | ) | 3,018 | |||||||||||
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Net income (loss) attributable to common stockholders |
$ | (169,085 | ) | $ | 534,454 | $ | (648,836 | ) | $ | (283,467 | ) | |||||
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Loss per Class A share - basic and diluted |
$ | (4.07 | ) | $ | (0.42 | ) | ||||||||||
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Weighted average Class A shares outstanding - basic and diluted |
41,547 | 674,397 | (f) | |||||||||||||
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F-8
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2016
(a) | Historical financial information for the three months ended March 31, 2016 derived from the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2016. |
(b) | Represents the historical operations of the Property acquired by the Company. |
(c) | Represents asset management fees (not reflected in the historical consolidated statement of operations of the Company) for the three months ended March 31, 2016 that would be due to affiliates had the Property been acquired on January 1, 2015. Asset management fees are calculated on a monthly basis in an amount equal to 1/12th of 0.75% of the average of the aggregate book value of the Companys gross assets (before reserves for depreciation or other non-cash reserves), including amounts borrowed and additional amounts used for improvements, computed by taking the average of the book value of the Companys gross assets at the end of each month (or partial month), and is payable monthly in arrears. |
(d) | Represents depreciation and amortization expense (not reflected in the historical consolidated statement of operations of the Company) for the three months ended March 31, 2016, as if the Property was acquired on January 1, 2015. Real estate-related depreciation and amortization are computed on a straight-line basis over the respective estimated useful lives of the assets. |
(e) | Represents interest expense (not reflected in the historical consolidated statement of operations of the Company) for the three months ended March 31, 2016, as if the borrowings attributable to the Property and the Companys credit facility were borrowed on January 1, 2015. The Property is subject to a nonrecourse full term interest-only floating rate (1.90% plus one-month LIBOR) first mortgage that matures on September 1, 2020. The Companys credit facility is a full term interest-only floating rate (4.00% plus one-month LIBOR) loan that matures on April 7, 2017. |
(f) | Represents the actual number of shares of the Companys common stock outstanding as of March 31, 2016, adjusted for the number of shares issued in connection with the acquisition of the Property. The calculation assumes that these shares were issued on January 1, 2015. |
F-9
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2015
NexPoint Multifamily Capital Trust, Inc. Historical (a) |
Estates on Maryland (b) |
Pro Forma Adjustments |
Pro Forma Total |
|||||||||||||
Revenues |
||||||||||||||||
Rental income |
$ | | $ | 3,284,909 | $ | | $ | 3,284,909 | ||||||||
Other income |
| 337,060 | | 337,060 | ||||||||||||
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Total revenues |
$ | | $ | 3,621,969 | $ | | $ | 3,621,969 | ||||||||
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Expenses |
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Property operating expenses |
| 869,437 | 869,437 | |||||||||||||
Acquisition costs |
| | | (c) | | |||||||||||
Real estate taxes and insurance |
| 407,614 | 54,098 | (d) | 461,712 | |||||||||||
Property management fees (related party) |
| 98,055 | | 98,055 | ||||||||||||
Asset management fees (related party) |
| | 240,239 | (e) | 240,239 | |||||||||||
Corporate general and administrative expenses |
337,270 | | | 337,270 | ||||||||||||
Organization expenses |
| | | | ||||||||||||
Property general and administrative expenses |
| 141,536 | | 141,536 | ||||||||||||
Depreciation and amortization |
| | 2,265,908 | (f) | 2,265,908 | |||||||||||
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Total expenses |
337,270 | 1,516,642 | 2,560,245 | 4,414,157 | ||||||||||||
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Operating income (loss) |
(337,270 | ) | 2,105,327 | (2,560,245 | ) | (792,188 | ) | |||||||||
Interest expense |
| | (1,117,352 | )(g) | (1,117,352 | ) | ||||||||||
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Net income (loss) |
(337,270 | ) | 2,105,327 | (3,677,597 | ) | (1,909,540 | ) | |||||||||
Net income (loss) attributable to noncontrolling interests |
| 105,266 | (156,882 | ) | (51,615 | ) | ||||||||||
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Net income (loss) attributable to common stockholders |
$ | (337,270 | ) | $ | 2,000,061 | $ | (3,520,715 | ) | $ | (1,857,924 | ) | |||||
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Loss per Class A share - basic and diluted |
$ | (15.18 | ) | $ | (2.75 | ) | ||||||||||
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Weighted average Class A shares outstanding - basic and diluted |
22,223 | 674,397 | (h) | |||||||||||||
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F-10
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NEXPOINT MULTIFAMILY CAPITAL TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2015
(a) | Historical financial information for the year ended December 31, 2015 derived from the Companys Annual Report on Form 10-K for the year ended December 31, 2015. |
(b) | Represents the historical operations of the Property acquired by the Company. |
(c) | Does not include acquisition fees of $395,731 that would have been payable to the Companys advisor in connection with the acquisition had the Property been acquired on January 1, 2015. |
(d) | Represents additional real estate taxes and insurance expense (not reflected in the historical operations of the previous owner) for the year ended December 31, 2015, based on management estimates as if the Property was acquired on January 1, 2015. |
(e) | Represents asset management fees (not reflected in the historical consolidated statement of operations of the Company) for the year ended December 31, 2015 that would be due to affiliates had the Property been acquired on January 1, 2015. Asset management fees are calculated on a monthly basis in an amount equal to 1/12th of 0.75% of the average of the aggregate book value of the Companys gross assets (before reserves for depreciation or other non-cash reserves), including amounts borrowed and additional amounts used for improvements, computed by taking the average of the book value of the Companys gross assets at the end of each month (or partial month), and is payable monthly in arrears. |
(f) | Represents depreciation and amortization expense (not reflected in the historical consolidated statement of operations of the Company) for the year ended December 31, 2015, as if the Property was acquired on January 1, 2015. Real estate-related depreciation and amortization are computed on a straight-line basis over the respective estimated useful lives of the assets. |
(g) | Represents interest expense (not reflected in the historical consolidated statement of operations of the Company) for the year ended December 31, 2015, as if the borrowings attributable to the Property and the Companys credit facility were borrowed on January 1, 2015. The Property is subject to a nonrecourse full term interest-only floating rate (1.90% plus one-month LIBOR) first mortgage that matures on September 1, 2020. The Companys credit facility is a full term interest-only floating rate (4.00% plus one-month LIBOR) loan that matures on April 7, 2017. |
(h) | Represents the actual number of shares of the Companys common stock outstanding as of March 31, 2016, adjusted for the number of shares issued in connection with the acquisition of the Property. The calculation assumes that these shares were issued on January 1, 2015. |
F-11
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NexPoint Multifamily Capital Trust, Inc. | ||||||
Dated: June 23, 2016 | By: | /s/ Brian Mitts | ||||
Name: | Brian Mitts | |||||
Title: | Chief Financial Officer, Executive Vice President-Finance, Treasurer and Director |