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EX-32.3 - EX-32.3 - Inland Residential Properties Trust, Inc.ck0001595627-ex323_7.htm
EX-32.2 - EX-32.2 - Inland Residential Properties Trust, Inc.ck0001595627-ex322_9.htm
EX-32.1 - EX-32.1 - Inland Residential Properties Trust, Inc.ck0001595627-ex321_11.htm
EX-31.3 - EX-31.3 - Inland Residential Properties Trust, Inc.ck0001595627-ex313_8.htm
EX-31.2 - EX-31.2 - Inland Residential Properties Trust, Inc.ck0001595627-ex312_6.htm
EX-31.1 - EX-31.1 - Inland Residential Properties Trust, Inc.ck0001595627-ex311_10.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                 TO                

COMMISSION FILE NUMBER: 333-199129

 

Inland Residential Properties Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland

 

80-0966998

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

2901 Butterfield Road, Oak Brook, Illinois

 

60523

(Address of principal executive offices)

 

(Zip Code)

630-218-8000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

 

Accelerated filer

o

Non-accelerated filer

o

 

Smaller reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

As of August 4, 2016, there were 801,511 shares of the registrant’s Class A common stock and 98,055 shares of Class T common stock outstanding.

 

 

 

 


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

TABLE OF CONTENTS

 

 

 

 

 

Page

Part I - Financial Information

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015

 

3

 

 

 

 

 

 

 

Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statement of Equity (Deficit) for the six months ended June 30, 2016 (unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)

 

6

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

 

8

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

22

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

22

 

 

 

 

 

Part II - Other Information

Item 1.

 

Legal Proceedings

 

23

 

 

 

 

 

Item 1A.

 

Risk Factors

 

23

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

24

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

25

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

25

 

 

 

 

 

Item 5.

 

Other Information

 

25

 

 

 

 

 

Item 6.

 

Exhibits

 

25

 

 

 

 

 

Signatures

 

26

 

2


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

2016

(unaudited)

 

 

December 31,

2015

 

ASSETS

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

Land

 

$

6,301,838

 

 

$

6,301,838

 

Building and other improvements

 

 

38,828,396

 

 

 

38,824,096

 

Total real estate

 

 

45,130,234

 

 

 

45,125,934

 

Less: accumulated depreciation

 

 

(1,093,561

)

 

 

(364,520

)

Net real estate

 

 

44,036,673

 

 

 

44,761,414

 

Cash and cash equivalents

 

 

1,018,165

 

 

 

5,281,172

 

Accounts and rent receivable

 

 

24,437

 

 

 

35,763

 

Acquired in place lease intangibles, net

 

 

 

 

 

343,785

 

Other assets

 

 

194,048

 

 

 

464,937

 

Total assets

 

$

45,273,323

 

 

$

50,887,071

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Mortgages payable, net

 

$

30,351,273

 

 

$

45,646,954

 

Accounts payable and accrued expenses

 

 

445,755

 

 

 

422,223

 

Distributions payable

 

 

77,632

 

 

 

23,738

 

Due to related parties

 

 

5,367,282

 

 

 

5,064,415

 

Other liabilities

 

 

28,533

 

 

 

49,655

 

Total liabilities

 

 

36,270,475

 

 

 

51,206,985

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

Preferred stock, $.001 par value, 50,000,000 shares authorized, none outstanding

 

 

 

 

 

 

Class A common stock, $.001 par value, 320,000,000 shares authorized, 750,692 shares and 274,481 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively

 

 

751

 

 

 

274

 

Class T common stock, $.001 par value, 80,000,000 shares authorized, 70,350 shares and 15,157 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively

 

 

70

 

 

 

15

 

Additional paid in capital (net of offering costs of $6,503,119 and $4,597,765 as of June 30, 2016 and December 31, 2015, respectively)

 

 

13,575,862

 

 

 

2,398,277

 

Distributions and accumulated losses

 

 

(4,573,835

)

 

 

(2,718,480

)

Total stockholders’ equity (deficit)

 

 

9,002,848

 

 

 

(319,914

)

Total liabilities and stockholders’equity (deficit)

 

$

45,273,323

 

 

$

50,887,071

 

 

See accompanying notes to consolidated financial statements.

 

 

3


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

Three months ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

917,059

 

 

$

 

 

$

1,760,295

 

 

$

 

Other property income

 

 

88,713

 

 

 

 

 

 

176,724

 

 

 

 

Total income

 

 

1,005,772

 

 

 

 

 

 

1,937,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

313,838

 

 

 

 

 

 

601,571

 

 

 

 

Real estate tax expense

 

 

87,528

 

 

 

 

 

 

174,553

 

 

 

 

General and administrative expenses

 

 

320,173

 

 

 

111,807

 

 

 

600,684

 

 

 

265,198

 

Business management fee

 

 

68,594

 

 

 

 

 

 

137,185

 

 

 

 

Depreciation and amortization

 

 

450,466

 

 

 

 

 

 

1,072,825

 

 

 

 

Total expenses

 

 

1,240,599

 

 

 

111,807

 

 

 

2,586,818

 

 

 

265,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(234,827

)

 

 

(111,807

)

 

 

(649,799

)

 

 

(265,198

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(372,037

)

 

 

 

 

 

(799,064

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(606,864

)

 

$

(111,807

)

 

$

(1,448,863

)

 

$

(265,198

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

 

$

(0.88

)

 

$

(13.98

)

 

$

(2.61

)

 

$

(33.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic

   and diluted

 

 

687,355

 

 

 

8,000

 

 

 

556,070

 

 

 

8,000

 

 

See accompanying notes to consolidated financial statements.

 

 

4


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

(unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

Distributions

and

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

Paid-In

 

 

Accumulated

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Losses

 

 

Total

 

Balance at January 1, 2016

 

 

274,481

 

 

$

274

 

 

 

15,157

 

 

$

15

 

 

$

2,398,277

 

 

$

(2,718,480

)

 

$

(319,914

)

Proceeds from the offering

 

 

469,185

 

 

 

469

 

 

 

54,644

 

 

 

55

 

 

 

12,881,033

 

 

 

 

 

 

12,881,557

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,905,354

)

 

 

 

 

 

(1,905,354

)

Discount on shares to related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,542

 

 

 

 

 

 

14,542

 

Issuance of shares from distribution reinvestment plan

 

 

4,561

 

 

 

5

 

 

 

394

 

 

 

 

 

 

117,321

 

 

 

 

 

 

117,326

 

Distributions declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(342,522

)

 

 

(342,522

)

Stock dividends issued

 

 

2,410

 

 

 

3

 

 

 

155

 

 

 

 

 

 

63,967

 

 

 

(63,970

)

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,448,863

)

 

 

(1,448,863

)

Equity based compensation

 

 

55

 

 

 

 

 

 

 

 

 

 

 

 

6,076

 

 

 

 

 

 

6,076

 

Balance at June 30, 2016

 

 

750,692

 

 

$

751

 

 

 

70,350

 

 

$

70

 

 

$

13,575,862

 

 

$

(4,573,835

)

 

$

9,002,848

 

 

See accompanying notes to consolidated financial statements.

 

 

5


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(1,448,863

)

 

$

(265,198

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,072,825

 

 

 

 

Amortization of debt issuance costs

 

 

68,465

 

 

 

 

Amortization of equity based compensation

 

 

6,076

 

 

 

 

Discount on shares issued to related parties

 

 

14,542

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(75,732

)

 

 

(32,936

)

Accounts and rents receivable

 

 

11,326

 

 

 

 

Due to related parties

 

 

193,098

 

 

 

(6,791

)

Other liabilities

 

 

(21,122

)

 

 

 

Other assets

 

 

279,964

 

 

 

(66,079

)

Net cash flows provided by (used in) operating activities

 

 

100,579

 

 

 

(371,004

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(4,300

)

 

 

 

Net cash flows used in investing activities

 

 

(4,300

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payment of mortgage payable

 

 

(15,363,817

)

 

 

 

Proceeds from offering

 

 

12,881,557

 

 

 

 

Payment of debt issuance costs

 

 

(329

)

 

 

 

Distributions paid

 

 

(171,301

)

 

 

 

Payment of offering costs

 

 

(1,705,396

)

 

 

(1,943,446

)

Advances from sponsor

 

 

 

 

 

2,200,000

 

Net cash flows (used in) provided by financing activities

 

 

(4,359,286

)

 

 

256,554

 

Net decrease in cash and cash equivalents

 

$

(4,263,007

)

 

$

(114,450

)

Cash and cash equivalents, at beginning of the period

 

 

5,281,172

 

 

 

232,635

 

Cash and cash equivalents, at end of period

 

$

1,018,165

 

 

$

118,185

 

 

 

See accompanying notes to consolidated financial statements.

 

6


 

INLAND RESIDENTIAL PROPERTIES TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited)

 

 

 

Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

737,305

 

 

$

 

 

 

 

 

 

 

 

 

 

Distributions payable

 

$

77,632

 

 

$

 

 

 

 

 

 

 

 

 

 

Accrued offering costs payable

 

$

532,231

 

 

$

383,503

 

 

 

 

 

 

 

 

 

 

Common stock issued through distribution reinvestment plan

 

$

(117,326

)

 

$

 

 

See accompanying notes to consolidated financial statements.

 

 

 

7


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

(unaudited)

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Readers of this Quarterly Report should refer to the audited consolidated financial statements of Inland Residential Properties Trust, Inc. (which may be referred to herein as the “Company,” “we,” “us,” or “our”) for the year ended December 31, 2015, which are included in the Company’s 2015 Annual Report as certain footnote disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for the fair presentation have been included in this Quarterly Report.

NOTE 1 - ORGANIZATION

The Company was formed on December 19, 2013 to acquire and manage a portfolio of multi-family properties located primarily in the top 100 United States metropolitan statistical areas, which generally contain populations greater than 500,000 people. The Company entered into a business management agreement with Inland Residential Business Manager & Advisor, Inc. (the “Business Manager”), an indirect wholly owned subsidiary of Inland Real Estate Investment Corporation (the “Sponsor”), to be the Business Manager to the Company.

The Company has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, beginning with the tax year ended December 31, 2015. Because the Company qualifies for taxation as a REIT, it generally will not be subject to federal income tax on taxable income that is distributed to stockholders. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, it will be subject to federal (including any applicable alternative minimum tax) and state income tax on its taxable income at regular corporate rates. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, property or net worth, respectively, and to federal income and excise taxes on its undistributed income.

At June 30, 2016, the Company owned one 194,732 square foot 206 unit multi-family community. During the six months ended June 30, 2016, the property’s daily average occupancy was 92.7% and at June 30, 2016, 202, or 98.1% residential units were leased.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Disclosures discussing all significant accounting policies are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 29, 2016, under the heading “Note 2 - Summary of Significant Accounting Policies.” There has been no change to the Company’s significant accounting policies during the six months ended June 30, 2016, except as noted below.

 

Distribution and Stockholder Servicing Fee

The Company pays a distribution and stockholder servicing fee equal to 1.0% per annum of the purchase price per share (or, once reported, the amount of the Company’s estimated value per share) for each Class T Share sold in its Offering (as defined below). The aggregate amount of underwriting compensation for the Class A Shares and Class T Shares, including the distribution and stockholder servicing fee for the Class T Shares, cannot exceed the Financial Industry Regulatory Authority’s 10% cap on underwriting compensation. The fee is not paid at the time of purchase. The Company accounts for the fee as a charge to equity at the time each Class T Share is sold in its Offering and records a corresponding payable in due to related parties. The distribution and stockholder servicing fee is payable monthly in arrears, as it becomes contractually due. At June 30, 2016, the unpaid fee equals $78,670.  Any amounts which were unpaid at March 31, 2016, were deemed immaterial.

 

General

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current year presentation.

8


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company adopted ASU 2015-03 for the six months ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the unamortized debt issuance costs were $34,910 and $103,046, respectively. These unamortized debt issuance costs are now classified within mortgages payable, net on the Company’s consolidated balance sheets. The Company applied ASU 2015-03 retrospectively to all prior periods presented.

 

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of its pending adoption of the new standard on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This standard provides a single comprehensive model to use in accounting for revenue arising from contracts with customers and gains and losses arising from transfers of non-financial assets including sales of property, plant, and equipment, real estate, and intangible assets. ASU No. 2014-09 supersedes most current revenue recognition guidance, including industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 one year to annual reporting periods beginning after December 15, 2017 for public entities. ASU No. 2015-14 permits public entities to adopt ASU No. 2014-09 early, but not before the original effective date of annual periods beginning after December 15, 2016. ASU No. 2014-09 may be applied either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the application of this ASU and its effect on its financial position and results of operations.

 

 

NOTE 3 – EQUITY

 

The Company is authorized to sell up to $1,000,000,000 of shares of common stock which consist of Class A common stock, $.001 par value per share (“Class A Shares”), at a price of $25.00 per share and Class T common stock, $.001 par value per share (“Class T Shares”), at a price of $23.95 per share, in any combination, in an initial “reasonable best efforts” offering (the “Offering”) which commenced on February 17, 2015. The Company is also authorized to issue up to $190,000,000 of Class A and Class T Shares at a per share price of $23.75 and $22.81, respectively, pursuant to the Company’s distribution reinvestment plan (as amended, “DRP”).  Excluding DRP proceeds, the Company generated gross proceeds of $11,572,837 from sales of its Class A Shares and $1,308,720 from sales of its Class T Shares during the six months ended June 30, 2016. As of June 30, 2016, the Company had 750,692 Class A Shares outstanding and 70,350 Class T Shares outstanding.

 

For the six months ended June 30, 2016, the Company paid and declared cash distributions of $171,301 and $342,522, respectively, and issued stock dividends of 2,565 shares to stockholders.

    

9


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

The Company provides the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders.

 

Distribution Reinvestment Plan

 

The Company provides stockholders with the option to purchase additional shares from the Company by automatically reinvesting cash distributions through the DRP, subject to certain share ownership restrictions. For participants in the DRP, cash distributions paid on Class A Shares and Class T Shares, as applicable, are used to purchase Class A Shares and Class T Shares, respectively. Such purchases under the DRP are not subject to selling commissions, dealer manager fees, distribution and stockholder servicing fees or reimbursement of issuer costs in connection with shares of common stock issued through the DRP and are made initially at a price of $23.75 and $22.81 per Class A Share and Class T Share, respectively. The price is subject to change after the earlier of (1) the change of the public offering price in a public “reasonable best efforts” offering of the Company’s Class A Shares from $25.00 per Class A Share or Class T Shares from $23.95 per Class T Share, as applicable, if there is a change, and (2) termination of all “reasonable best efforts” public offerings of the Company’s Class A Shares or Class T Shares, as applicable.

 

Distributions reinvested through the DRP were $117,326 for the six months ended June 30, 2016. There were no distributions paid during the six months ended June 30, 2015.

 

Share Repurchase Program

 

Under the share repurchase program (as amended, the “SRP”), the Company is authorized, in its discretion, to purchase shares from stockholders who have held their shares for at least one year, if requested. Subject to funds being available, the Company will limit the number of shares repurchased during any calendar year to 5% of the number of shares of common stock outstanding on December 31st of the previous calendar year. Funding for the SRP comes from proceeds that the Company receives from the DRP. In the case of repurchases made upon the death of a stockholder or qualifying disability, as defined in the SRP, neither the one year holding period, the limit regarding funds available from the DRP nor the 5% limit applies. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. In addition, the Company’s board of directors, in its sole direction, may, at any time, amend, suspend or terminate the SRP.

 

There were no repurchases through the SRP for the six months ended June 30, 2016 and 2015.

 

 

NOTE 4 - ACQUISITIONS

2016 Acquisitions

 

During the six months ended June 30, 2016 and 2015, the Company did not acquire any real estate properties.

 

Pro Forma Disclosures

 

The following condensed pro forma consolidated financial statements for the three and six months ended June 30, 2015 include pro forma adjustments related to the acquisition and financing during 2015. The 2015 acquisition is presented assuming the acquisition occurred on January 1, 2014.

    

 

 

 

Three months ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

 

2015

 

 

 

2015

 

Pro forma total income

 

 

$

873,441

 

 

 

$

1,688,094

 

Pro forma net loss

 

 

$

(477,912

)

 

 

$

(1,006,091

)

Loss per share (a)

 

 

$

(0.58

)

 

 

$

(1.23

)

 

(a)

Based on number of common shares outstanding as of June 30, 2016

 

 

10


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

NOTE 5 – MORTGAGES PAYABLE

 

As of June 30, 2016, the Company’s mortgage loan is secured by a first mortgage on the property. The Company is in compliance with all financial covenants related to its mortgage payable.

 

 

 

 

June 30, 2016

 

 

December 31, 2015

 

Mortgages

 

Principal

Amount

 

 

Interest

Rate

 

 

Principal

Amount

 

 

Interest

Rate

 

Mortgage payable (a)

 

$

30,386,183

 

 

 

3.95

%

 

$

45,750,000

 

 

 

3.95

%

Unamortized debt issuance costs

 

 

(34,910

)

 

 

 

 

 

 

(103,046

)

 

 

 

 

Total debt

 

$

30,351,273

 

 

 

 

 

 

$

45,646,954

 

 

 

 

 

 

(a)

The mortgage payable requires monthly payments of interest only until the maturity date. The mortgage payable matures on September 30, 2016. The Company has a one-time option to extend the maturity date for an additional seven year period to September 30, 2023, subject to an appraisal of the property showing a loan to value ratio not to exceed 60% and the lender’s verification of a minimum debt service coverage ratio of 2.45. If extended, the mortgage payable would bear interest at a fixed rate equal to 3.79%, require monthly payments of interest only for the next five years and thereafter, require monthly payments of principal and interest based upon a 30 year amortization until maturity. During the initial one-year term of the loan, the Sponsor has agreed to guarantee the payment of (i) all real estate taxes on the property which accrue or become due during the term of the loan, (ii) all costs and expenses, as defined in the mortgage loan agreement, and (iii) any and all losses, damages, costs or expenses of the lender, which arise in consequence of certain events, as defined in the mortgage loan agreement, provided that the guaranteed obligation will be limited to the payment of $9,150,000, plus enforcement costs. The Company has not paid, and will not pay, any fees or other consideration to the Sponsor for this guarantee.  

 

For the six months ended June 30, 2016, the Company paid down $15,363,817, and it expects to continue to pay down, the mortgage payable with proceeds from the Company’s Offering until the 60% loan to value, as defined in the mortgage loan agreement, is achieved.

 

 

NOTE 6 – EQUITY-BASED COMPENSATION

The Company grants non-vested restricted shares that entitle the holder to receive one Class A Share for each restricted share when it vests. Restricted shares were issued to non-employee directors as compensation in accordance with the Company’s Employee and Director Incentive Restricted Share Plan (the “RSP”).

11


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

Under the RSP, restricted shares generally vest over a one to three year vesting period from the date of the grant based on the specific terms of the grant.  The grant-date value of the restricted shares is amortized over the vesting period representing the requisite service period.  At vesting, any restrictions on the shares lapse.  Compensation expense associated with the director restricted shares was $3,316 and $6,076 for the three and six months ended June 30, 2016, respectively, and is included in general and administrative expenses in the accompanying consolidated financial statements. As of June 30, 2016, the Company had $24,236 of unrecognized compensation cost related to the unvested restricted share awards. The weighted average remaining period that compensation expense related to non-vested restricted shares will be recognized is 1.78 years. A summary of the status of the restricted shares is presented below:

 

 

 

 

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Aggregate

Intrinsic

Value

 

Outstanding at January 1, 2016

 

 

822

 

 

$

18,750

 

 

$

18,750

 

Granted

 

 

658

 

 

 

15,000

 

 

 

15,000

 

Vested

 

 

(55

)

 

 

(1,250

)

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2016

 

 

1,425

 

 

$

32,500

 

 

$

33,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

NOTE 7 – SEGMENT REPORTING

The Company has one reportable segment as defined by U.S. GAAP, multi-family real estate, for the three and six months ended June 30, 2016.

 

 

NOTE 8 – TRANSACTIONS WITH RELATED PARTIES

The Sponsor invested $200,000 by purchasing 8,000 shares of common stock which were subsequently converted into 8,000 Class A Shares. On September 9, 2015, the Company sold 87,680.842 Class A Shares to the Sponsor for an aggregate purchase price of $2,000,000, or $22.81 per share.

Since inception, the Sponsor has advanced $2,950,000 in cash to the Company, which is included in due to related parties on the accompanying consolidated balance sheets, to partially fund formation, offering and organization costs.

 

12


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

The following table summarizes the Company’s related party transactions for the three and six months ended June 30, 2016 and 2015. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts.

 

 

 

 

Three months ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Amount Unpaid as of

 

 

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

June 30, 2016

 

 

December 31, 2015

 

General and administrative reimbursements

 

(a)

 

$

166,333

 

 

$

27,301

 

 

$

257,796

 

 

$

86,380

 

 

$

133,973

 

 

$

95,239

 

Affiliate share purchase discounts

 

(b)

 

 

12

 

 

 

 

 

 

14,542

 

 

 

 

 

 

 

 

 

 

 

Total general and administrative expenses

 

 

 

$

166,345

 

 

$

27,301

 

 

$

272,338

 

 

$

86,380

 

 

$

133,973

 

 

$

95,239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related costs

 

(c)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

686,250

 

 

$

690,485

 

Offering costs

 

(d)

 

$

724,809

 

 

$

58,862

 

 

$

1,274,616

 

 

$

120,680

 

 

$

1,242,103

 

 

$

1,104,314

 

Business management fee

 

(e)

 

$

68,594

 

 

$

 

 

$

137,185

 

 

$

 

 

$

228,640

 

 

$

91,455

 

Mortgage financing fee

 

(f)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

114,375

 

 

$

114,375

 

Sponsor non-interest bearing advances

 

(g)

 

$

 

 

$

1,000,000

 

 

$

 

 

$

2,200,000

 

 

$

2,950,000

 

 

$

2,950,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate management fee

 

 

 

$

39,597

 

 

$

 

 

$

76,728

 

 

$

 

 

$

 

 

$

 

Property operating expenses

 

 

 

 

96,284

 

 

 

 

 

 

168,990

 

 

 

 

 

 

11,941

 

 

 

18,547

 

Total property operating expenses

 

(h)

 

$

135,881

 

 

$

 

 

$

245,718

 

 

$

 

 

$

11,941

 

 

$

18,547

 

 

(a)

The Business Manager and its affiliates are entitled to reimbursement for certain general and administrative expenses incurred relating to the Company’s administration. Such costs are included in general and administrative expenses in the accompanying consolidated statements of operations. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets.

 

(b)

The Company established a discount stock purchase policy for affiliates and affiliates of the Business Manager that enable them to purchase shares of common stock at $22.81 per share. The Company sold 6,635 shares to affiliates during the six months ended June 30, 2016.

(c)

The Company pays the Business Manager or its affiliates a fee equal to 1.5% of the “contract purchase price,” as defined in the business management agreement, of each property and real estate-related asset acquired.  The Business Manager and its affiliates are also reimbursed for acquisition and transaction related costs of the Business Manager and its affiliates relating to the Company’s acquisition of properties and real estate assets, regardless of whether the Company acquires the properties or real estate assets, subject to the limits provided in the business management agreement.  When such costs are incurred, they are included in acquisition related costs in the accompanying consolidated statements of operations.  Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets.  

 

(d)

The Company reimburses the Sponsor and its affiliates for costs and other expenses of the Offering.  Offering costs are offset against the stockholders’ equity accounts. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. An affiliate of the Business Manager also receives selling commissions equal to 6.0% of the sale price for each Class A Share sold and 2.0% of the sale price for each Class T Share sold and a dealer manager fee equal to 2.75% of the sale price for each share sold, the majority of which is re-allowed (paid) to third party soliciting dealers. The Company does not pay selling commissions or the dealer manager fee in connection with shares issued through the DRP and pays no or reduced selling commissions and dealer manager fees in connection with certain special sales. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. The Company pays a distribution and stockholder servicing fee equal to 1.0% per annum of the purchase price per share (or, once reported, the amount of the Company’s estimated value per share) for each Class T Share sold in the Offering. The fee is not paid at the time of purchase. The Company accounts for the total fee as a charge to equity at the time each Class T Share is sold in the Offering and records a corresponding payable in due to related parties. The distribution and stockholder servicing fee is payable monthly in arrears as it becomes contractually due. At June 30, 2016, the unpaid fee equals $78,670.

 

13


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

(e)

The Company pays the Business Manager an annual business management fee equal to 0.6% of its “average invested assets.” The fee is payable quarterly in an amount equal to 0.15% of the Company’s average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities or consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. 

 

(f)

The Company pays the Business Manager, or its affiliates, a mortgage financing fee equal to 0.25% of the amount available or borrowed under the financing or the assumed debt if the Business Manager or its affiliates provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to finance properties or other assets, or that is assumed, directly or indirectly, in connection with the acquisition of properties or other assets. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets.

 

(g)

This amount represents non-interest bearing advances made by the Sponsor which the Company intends to repay. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets.   

 

(h)

The Company pays Inland Residential Real Estate Services, LLC (the “Real Estate Manager”) a monthly property management fee of up to 4% of the gross income from any property managed directly by the Real Estate Manager or its affiliates. The Real Estate Manager may reduce, in its sole discretion, the amount of the management fee payable in connection with a particular property, subject to these limits. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses, benefits and severance payments for persons performing services, including without limitation acquisition due diligence services, for the Real Estate Manager and its affiliates (excluding the executive officers of the Real Estate Manager and the Company’s executive officers).

      

 

NOTE 9 – SUBSEQUENT EVENTS

Subsequent to June 30, 2016, the Company made principal payments of approximately $1,200,000 on its outstanding mortgage payable.  

On August 8, 2016, the Company entered into an Amended and Restated Business Management Agreement with the Business Manager, which amends the existing Business Management Agreement with the Business Manager to, among other things, delete the obligation to pay acquisition fees, real estate sales commissions and mortgage financing fees payable to the Business Manager by the Company with respect to future transactions.

 

Cash distributions

 

The Company’s board of directors declared cash distributions payable to stockholders of record each day beginning on the close of business July 1, 2016 through the close of business December 31, 2016, in an amount equal to $0.003415301 per day per Class A Share and $0.002760929 per day per Class T Share, based upon a 366-day period. Distributions were paid monthly in arrears as follows:

 

Distribution Month

 

Month

Distribution Paid

 

Gross Amount

of Distribution

Paid

 

 

Distribution Reinvested

through DRP

 

 

Shares

Issued

 

 

Net Cash Distribution

 

June 2016

 

July 2016

 

$

77,632

 

 

$

39,914

 

 

 

1,686

 

 

$

37,718

 

July 2016

 

August 2016

 

$

89,147

 

 

$

45,680

 

 

 

1,931

 

 

$

43,467

 

 

14


INLAND RESIDENTIAL PROPERTIES TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

Stock dividends

The Company’s board of directors declared a monthly stock dividend of 0.000833333 Class A Shares and 0.000833333 Class T Shares per Class A Share and Class T Share owned, respectively, payable to stockholders of record at the close of business on  July 31, 2016, August 31, 2016, September 30, 2016, October 31, 2016, November 30, 2016 and December 31, 2016.  Stock dividends were issued as follows:

 

Dividend Month

 

Month

Dividend Issued

 

Shares

Issued

 

June 2016

 

July 2016

 

 

686

 

July 2016

 

August 2016

 

 

736

 

 

 

 

15


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the management of Inland Residential Properties Trust, Inc. (which we refer to herein as the “Company,” “we,” “our” or “us”) based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 29, 2016, and factors described below:

 

·

There is no established public trading market for our shares, and our stockholders may not be able to sell their shares under our share repurchase program (as amended, “SRP”) and, if our stockholders are able to sell their shares under the SRP, they may not be able to recover the amount of their investment in our shares;

 

·

Our board does not have any current plans to list our shares or pursue any other liquidity event, and we cannot guarantee that a liquidity event will occur;

 

·

To date, we have not generated sufficient cash flow from operations to pay distributions, and, therefore, we have paid, and may continue to pay, distributions from the net proceeds of our “reasonable best efforts” offering, which reduces the amount of cash we ultimately have to invest in assets, negatively impacting the value of our stockholders’ investment and is dilutive to our stockholders;

 

·

We cannot guarantee that we continue to pay distributions but, if we do, we may pay all or a substantial portion of our distributions from sources other than cash flow from operations, including an unlimited amount of borrowings and net offering proceeds. We have not limited our use of any of these other sources. Payments of distributions from sources other than cash flows from operations reduce the amount of capital we ultimately invest in real estate assets;

 

·

We have incurred net losses on a U.S. GAAP basis for the three and six months ended June 30, 2016 and 2015 and for the year ended December 31, 2015;

 

·

Our charter generally limits the total amount we may borrow to 300% of our net assets, equivalent to 75% of the costs of our assets;

 

·

The interest of later investors in our common stock will be diluted as a result of our payment of stock dividends that have been declared and will be further diluted if we make additional stock dividends;

 

·

We may not be able to raise capital sufficient to achieve our investment objectives;

 

·

We have a limited operating history and the prior performance of programs sponsored by Inland Real Estate Investment Corporation (our “Sponsor”) should not be used to predict our future results;

 

·

Market disruptions may adversely impact many aspects of our operating results and operating condition;

 

·

The number and value of real estate assets we acquire will depend, in part, on the net proceeds raised in our “reasonable best efforts” offering;

 

·

We do not have employees and will rely on Inland Residential Business Manager & Advisor, Inc. or our “Business Manager” and Inland Residential Real Estate Services, LLC or our “Real Estate Manager” to manage our business and assets;

 

·

Persons performing services for our Business Manager and our Real Estate Manager are employed by our Sponsor or its affiliates and will face competing demands for their time and service;

 

·

We do not have arm’s-length agreements with our Business Manager, Real Estate Manager or other affiliates of our Sponsor;

 

·

Our Sponsor may face a conflict of interest in allocating personnel and resources between its affiliates, our Business Manager and our Real Estate Manager;

16


 

 

·

We may suffer from delays in selecting, acquiring and developing suitable assets;  

 

·

We rely on entities affiliated with our Sponsor to identify real estate assets;

 

·

We pay fees, which may be significant, to our Business Manager, Real Estate Manager and other affiliates of our Sponsor;

 

·

We have not identified all of the specific real estate assets that we will acquire with the net proceeds raised in our “reasonable best efforts” offering, thus it is a “blind pool” offering;

 

·

Our property may compete with the properties owned by other programs sponsored by our Sponsor or Inland Private Capital Corporation for, among other things, tenants;

 

·

There are limits on the ownership and transferability of our shares; and

 

·

If we fail to continue to qualify as a REIT, our operations and distributions to stockholders will be adversely affected.

Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this Quarterly Report, and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

The following discussion and analysis relates to the three and six months ended June 30, 2016 and 2015 and as of June 30, 2016 and December 31, 2015. You should read the following discussion and analysis along with our consolidated financial statements and the related notes included in this report.

Overview

We are an externally managed Maryland corporation formed in December 2013 to acquire and manage a portfolio of multi-family properties located primarily in the top 100 United States metropolitan statistical areas, which generally contain populations greater than 500,000 people. We expect that our real estate portfolio will consist primarily of “stabilized” Class A and Class B multi-family properties. We are managed by our Business Manager.

On February 17, 2015, we commenced our initial public offering, referred to herein as the “Offering.” We are authorized to sell up to $1,000,000,000 of shares of common stock which consist of Class A common stock, $.001 par value per share (“Class A Shares”), at a price of $25.00 per share and Class T common stock, $.001 par value per share (“Class T Shares”), at a price of $23.95 per share, in any combination, on a “reasonable best efforts” basis. We are also authorized to issue up to $190,000,000 of Class A and Class T Shares at a per share price of $23.75 and $22.81, respectively, pursuant to our distribution reinvestment plan (as amended, “DRP”).

We have elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2015. Because we qualify for taxation as a REIT, we generally will not be subject to federal income tax on taxable income that is distributed to stockholders. If we fail to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, we will be subject to federal (including any applicable alternative minimum tax) and state income tax on our taxable income at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth, respectively, and to federal income and excise taxes on our undistributed income.

 

 

 

 

 

 

17


 

Company Highlights - Six Months Ended June 30, 2016

Property Performance

Community

Location

 

Total

Number of Units

 

 

Average Rental Rate per Unit (a)