UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 16, 2011

 

Behringer Harvard Multifamily REIT I, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

000-53195

 

20-5383745

(State or other jurisdiction of
incorporation or organization)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

 

15601 Dallas Parkway, Suite 600, Addison, Texas

75001

(Address of principal executive offices)

(Zip Code)

 

(866) 655-3600

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01                                             Other Events.

 

Behringer Harvard Multifamily REIT I, Inc. (which may be referred to herein as the “Registrant,” “we,” “our” or “us”) is filing this Current Report on Form 8-K to present financial statements relating to our acquisitions of the following multifamily communities so that it may incorporate them by reference into its registration statements:

 

Multifamily Community

 

Acquisition Date

 

Location

7166 at Belmar

 

May 26, 2010

 

Lakewood, CO

Fitzhugh Urban Flats/Tupelo Alley Apartments

 

June 10, 2010

 

Dallas, TX/Portland, OR

Uptown Post Oak

 

August 3, 2010

 

Houston, TX

The Reserve at La Vista Walk

 

October 7, 2010

 

Atlanta, GA

Allegro

 

December 1, 2010

 

Addison, TX

The District Universal Boulevard

 

December 28, 2010

 

Orlando, FL

Argenta

 

April 15, 2011

 

San Francisco, CA

Stone Gate

 

June 16, 2011

 

Marlborough, MA

 

After reasonable inquiry, we are not aware of any material factors relating to these multifamily communities that would cause the reported revenues and certain operating expenses not to be indicative of future operating results.

 

Item 9.01                                             Financial Statements and Exhibits.

 

 

 

 

Page

(a)

Financial Statements of Businesses Acquired.

 

 

 

7166 at Belmar (formerly Alexan Belmar Apartments):

 

 

 

Independent Auditors’ Report

 

4

 

Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2010 (unaudited) and for the year ended December 31, 2009

 

5

 

Notes to Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2010 (unaudited) and for the year ended December 31, 2009

 

6

 

 

 

 

 

Fitzhugh Urban Flats (formerly Alexan Fitzhugh)/Tupelo Alley Apartments:

 

 

 

Independent Auditors’ Report

 

7

 

Combined Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2010 (unaudited) and for the year ended December 31, 2009

 

8

 

Notes to Combined Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2010 (unaudited) and for the year ended December 31, 2009

 

9

 

 

 

 

 

Uptown Post Oak:

 

 

 

Independent Auditors’ Report

 

11

 

Statements of Revenues and Certain Operating Expenses for the six months ended June 30, 2010 (unaudited) and for the year ended December 31, 2009

 

12

 

Notes to Statements of Revenues and Certain Operating Expenses for the six months ended June 30, 2010 (unaudited) and for the year ended December 31, 2009

 

13

 

 

 

 

 

The Reserve at La Vista Walk:

 

 

 

Independent Auditors’ Report

 

15

 

Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009

 

16

 

Notes to Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009

 

17

 

2



 

 

Allegro:

 

 

 

Independent Auditors’ Report

 

18

 

Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the period from June 30, 2009 (date of inception) to December 31, 2009

 

19

 

Notes to Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the period from June 30, 2009 (date of inception) to December 31, 2009

 

20

 

 

 

 

 

The District Universal Boulevard (formerly The District):

 

 

 

Independent Auditors’ Report

 

22

 

Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009

 

23

 

Notes to Statements of Revenues and Certain Operating Expenses for the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009

 

24

 

 

 

 

 

Argenta:

 

 

 

Independent Auditors’ Report

 

26

 

Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2011 (unaudited) and for the year ended December 31, 2010

 

27

 

Notes to Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2011 (unaudited) and for the year ended December 31, 2010

 

28

 

 

 

 

 

Stone Gate

 

 

 

Independent Auditors’ Report

 

30

 

Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2011 (unaudited) and for the year ended December 31, 2010

 

31

 

Notes to Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2011 (unaudited) and for the year ended December 31, 2010

 

32

 

 

 

 

(b)

Pro Forma Financial Information.

 

 

 

 

 

 

 

Unaudited Pro Forma Consolidated Financial Information

 

33

 

 

 

 

 

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011

 

34

 

 

 

 

 

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31 2010

 

35

 

 

 

 

 

Notes to Unaudited Pro Forma Consolidated Financial Statements

 

36

 

3



 

Independent Auditors’ Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of Alexan Belmar Apartments (the “Property”) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Property’s management.  Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

Roseland, New Jersey

 

June 17, 2010

 

 

4



 

Alexan Belmar Apartments

Statements of Revenues and Certain Operating Expenses

 

 

 

For the Three

 

 

 

 

 

Months Ended

 

For the

 

 

 

March 31, 2010

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

905,378

 

$

3,000,080

 

Tenant reimbursement income

 

40,485

 

101,520

 

Other income

 

59,941

 

221,089

 

Total revenues

 

1,005,804

 

3,322,689

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

255,812

 

1,263,254

 

Real estate taxes

 

78,833

 

313,397

 

General and administrative expenses

 

40,004

 

171,003

 

Total certain operating expenses

 

374,649

 

1,747,654

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

631,155

 

$

1,575,035

 

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

5


 


 

Alexan Belmar

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2010 (Unaudited)

And the Year Ended December 31, 2009

 

1.             Basis of Presentation

 

The Property is a multifamily apartment complex containing 307 rental units located in Lakewood, Colorado.

 

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.             Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses for the period January 1, 2010 through March 31, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period has been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

 

3.            Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

 

4.             Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms of typically 12 months or on a month-to-month basis. Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.

 

5.             Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2009 up through June 17, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

6



 

Independent Auditor’s Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying combined statement of revenues and certain operating expenses of Alexan Fitzhugh and Tupelo Alley Apartments (the “Property”) for the year ended December 31, 2009. The combined statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying combined statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the combined statement referred to above presents fairly, in all material respects, the combined revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

 

 

Roseland, New Jersey

 

August 5, 2010

 

 

7



 

Alexan Fitzhugh and Tupelo Alley Apartments

Combined Statements of Revenue and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Three Months Ended

 

For the

 

 

 

March 31, 2010

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

1,673,580

 

$

3,822,640

 

Tenant reimbursement income

 

52,946

 

130,732

 

Other income

 

51,813

 

174,403

 

Total revenues

 

1,778,339

 

4,127,775

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

549,543

 

1,961,280

 

Real estate taxes

 

337,797

 

1,266,797

 

General and administrative expenses

 

67,646

 

286,909

 

Total certain operating expenses

 

954,986

 

3,514,986

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

823,353

 

$

612,789

 

 

The accompanying notes are an integral part of the combined statements of revenues and certain operating expenses.

 

8



 

Alexan Fitzhugh and Tupelo Alley Apartments

Notes to Combined Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2010 (Unaudited)

And the Year Ended December 31, 2009

 

1.             Basis of Presentation

 

Alexan Fitzhugh (“Fitzhugh”) is a multifamily apartment complex containing 452 rental units located in Dallas, Texas. Tupelo Alley (“Tupelo”) is a multifamily community, located in Portland, Oregon which includes 188 apartment units and 10,000 square feet of retail space. Fitzhugh and Tupelo are collectively referred to as the “Property”.

 

The accompanying combined statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. Accordingly, the combined revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The combined statements of revenues and certain operating expenses exclude interest income and interest expense, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.             Interim Unaudited Financial Information

 

The combined statement of revenues and certain operating expenses for the period January 1, 2010 through March 31, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the combined statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. As of March 31, 2010, the Property had two tenants occupying 2,100 square feet, and leases terms through January 2013.

 

3.             Principles of Reporting and Use of Estimates

 

The combined statements of revenues and certain operating expenses include the accounts of Fitzhugh and Tupelo. All transactions between Fitzhugh and Tupelo have been eliminated in the combined statements.

 

The preparation of the combined statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

 

4.            Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms of typically 12 months or on a month-to-month basis. Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.

 

9



 

4.             Significant Accounting Policies (Continued)

 

Revenue Recognition (continued)

 

The Property’s retail space operations consist of rental income earned from tenants under operating leases; however, as of December 31, 2009 no space was leased and no income was recognized. Escalations will be billed to tenants based on annual estimations of operating expenses.

 

5.             Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2009 up through August 5, 2010, the date the combined statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

10



 

Independent Auditors’ Report

 

To the Board of Directors and Shareholders of

Behringer Harvard Multifamily REIT I, Inc.

Addison, Texas

 

We have audited the accompanying statement of revenues and certain operating expenses of Uptown Post Oak (the “Property”) for the year ended December 31, 2009.  The statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on the statement of revenues and certain operating expenses based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain operating expenses, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain operating expenses.  We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement of revenues and certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Saville, Dodgen & Co.

 

 

 

Dallas, Texas

 

August 9, 2010

 

 

11



 

Uptown Post Oak

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Six Months Ended

 

For the

 

 

 

June 30, 2010

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

3,082,431

 

$

5,893,101

 

Tenant reimbursement income and other income

 

112,505

 

275,289

 

Total revenues

 

3,194,936

 

6,168,390

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

574,078

 

1,379,244

 

Real estate taxes

 

718,080

 

1,369,617

 

Management fees

 

60,000

 

119,996

 

General and administrative expenses

 

150,889

 

521,565

 

Total certain operating expenses

 

1,503,047

 

3,390,422

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

1,691,889

 

$

2,777,968

 

 

The accompanying notes are an integral part of the combined statements of revenues and certain operating expenses.

 

12



 

Uptown Post Oak

Notes to Statements of Revenues and Certain Operating Expenses

For the Six Months Ended June 30, 2010 (Unaudited)

And the Year Ended December 31, 2009

 

1.             Basis of Presentation

 

On August 3, 2010, a wholly owned subsidiary of Behringer Harvard Multifamily OP I LP, the operating partnership of Behringer Harvard Multifamily REIT I, Inc. (“the Company”), purchased a multifamily community with 392 rental units on approximately 4.4 acres located in Houston, Texas (“Uptown Post Oak”) from an unaffiliated seller. The contract price for Uptown Post Oak was $65.5 million, excluding closing costs.

 

The statements of revenues and certain operating expenses (the “Historical Summaries”) have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  The Historical Summaries include the historical revenues and certain operating expenses of Uptown Post Oak, exclusive of items which may not be comparable to the proposed future operations of Uptown Post Oak.  The Historical Summaries are not intended to be a complete presentation of the revenues and expenses of Uptown Post Oak for the six months ended June 30, 2010 and for the year ended December 31, 2009. The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.             Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses and notes thereto for the six months ended June 30, 2010, included in this report, are unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included.  Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year.

 

3.             Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions of the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results may differ from those estimates.

 

4.             Significant Accounting Policies

 

Revenue Recognition

 

The Property’s operations consist of rental revenue earned from tenants under operating leases with lease terms typically ranging from 12 months or on a month-to-month basis. Rental revenue is recognized when earned. Tenant reimbursement and other income is recognized when due and consists mainly of charges billed to tenants for trash removal, utilities, application fees, administrative fees, and late fees.

 

Repairs and Maintenance

 

Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations, and replacements are capitalized.

 

13



 

5.             Subsequent Events

 

The management of Uptown Post Oak evaluated all events and transactions that occurred after December 31, 2009 up through August 9, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, Uptown Post Oak did not have any material subsequent events.

 

*****

 

14



 

Independent Auditor’s Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of The Reserve at LaVista Walk (the “Property”) for the year ended December 31, 2009. The statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

Roseland, New Jersey

 

November 17, 2010

 

 

15



 

The Reserve at La Vista Walk

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Nine Months Ended

 

For the

 

 

 

September 30, 2010

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

2,544,054

 

$

2,361,163

 

Tenant reimbursement income and other income

 

155,697

 

119,978

 

Other income

 

50,608

 

124,374

 

Total revenues

 

2,750,359

 

2,605,515

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

768,437

 

1,144,213

 

Real estate taxes

 

384,222

 

521,421

 

General and administrative expenses

 

81,317

 

91,244

 

Total certain operating expenses

 

1,233,976

 

1,756,878

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

1,516,383

 

$

848,637

 

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

16



 

The Reserve at La Vista Walk

Notes to Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2010 (Unaudited)

And the Year Ended December 31, 2009

 

1.             Basis of Presentation

 

The Reserve at LaVista Walk (The “Property”) is an apartment community containing 283 rental units located in Atlanta, Georgia.

 

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.             Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses for the period January 1, 2010 through September 30, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

 

3.             Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could differ from those estimates.

 

4.             Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.

 

Tenant reimbursement income is recognized when due and consists of charges billed to tenants for trash removal and utilities. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.

 

5.             Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2009 up through November 17, 2010, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

17



 

Independent Auditors’ Report

 

To the Board of Directors and Stockholders of

Behringer Harvard Multifamily REIT I, Inc.

Addison, Texas

 

We have audited the accompanying statement of revenues and certain operating expenses (the “Historical Summary”) of Allegro (the “Property”) for the period June 30, 2009 (date of inception) to December 31, 2009. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as it relates to the Historical Summary as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting as it relates to the Historical Summary. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying Historical Summary was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the period June 30, 2009 (date of inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Saville, Dodgen & Co.

 

 

 

Dallas, Texas

 

December 13, 2010

 

 

18



 

Allegro

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

For the Period from

 

 

 

Nine Months Ended

 

June 30, 2009 (Date

 

 

 

September 30, 2010

 

of Inception) to

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

2,312,218

 

$

598,542

 

Tenant reimbursement income

 

82,160

 

33,466

 

Total revenues

 

2,394,378

 

632,008

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

639,820

 

460,904

 

Real estate taxes

 

537,278

 

354,808

 

Management fees

 

71,034

 

30,000

 

General and administrative expenses

 

157,714

 

78,132

 

Total certain operating expenses

 

1,405,846

 

923,844

 

 

 

 

 

 

 

Revenues (Certain Operating Expenses) in Excess of Certain Operating Expenses (Revenues)

 

$

988,532

 

$

(291,836

)

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

19



 

Allegro

Notes to Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2010 (Unaudited)

And the Period June 30, 2009 (Date of Inception) to December 31, 2009

 

1.                                      Basis of Presentation

 

On December 1, 2010, Behringer Harvard Multifamily REIT I, Inc. (“the Company”), indirectly purchased a multifamily community with 272 luxury rental units on approximately 70 acres located in Addison, Texas (“Allegro”) from an unaffiliated seller. With the purchase of Allegro, the Company also purchased approximately 1.2 acres of adjacent vacant land. The purchase price for Allegro was $45.3 million, excluding closing costs.

 

The statements of revenues and certain operating expenses (the “Historical Summaries”) have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Historical Summaries include the historical revenues and certain operating expenses of Allegro, exclusive of items which may not be comparable to the proposed future operations of Allegro. The Historical Summaries are not intended to be a complete presentation of the revenues and expenses of Allegro for the nine months ended September 30, 2010 and for the period June 30, 2009 (date of inception) to December 31, 2009.  The statements of revenues and certain operating expenses exclude interest income and interest expense, early termination fees, and depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.                                      Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses and notes thereto for the nine months ended September 30, 2010, included in this report, are unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included. Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year.

 

3.                                      Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions of the reported amounts of revenues and certain operating expenses during the reporting period. Actual results may differ from those estimates.

 

4.                                      Significant Accounting Policies

 

Revenue Recognition

 

The Property’s operations consist of rental revenue earned from its tenants under operating leases with lease terms typically of 12 months or less.  Rental revenue is recognized when earned.  Tenant reimbursement and other income is recognized when due and consists primarily of charges billed to tenants for trash removal, utilities, application fees, administrative fees, cleaning fees, and late fees.

 

Repairs and Maintenance

 

Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations, and replacements are capitalized.

 

20



 

5.                                      Subsequent Events

 

The management of Allegro evaluated all events and transactions that occurred after December 31, 2009 up through December 13, 2010, the date the statement of revenues and certain operating expenses was available for issue. During this period, Allegro did not have any material subsequent events.

 

*****

 

21



 

Independent Auditor’s Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of The District (the “Property”) for the year ended December 31, 2009.  The statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

 

 

Roseland, New Jersey

 

January 31, 2011

 

 

22



 

The District

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Nine Months Ended

 

For the

 

 

 

September 30, 2010

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2009

 

Revenues

 

 

 

 

 

Rental revenue

 

$

2,191,026

 

$

151,550

 

Tenant reimbursement income

 

51,744

 

 

Other

 

99,336

 

25,724

 

Total revenues

 

2,342,106

 

177,274

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

608,551

 

229,435

 

Real estate taxes

 

445,993

 

32,486

 

General and administrative expenses

 

115,704

 

30,649

 

Total certain operating expenses

 

1,170,248

 

292,570

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses (Certain Operating Expenses in Excess of Revenues)

 

$

1,171,858

 

$

(115,296

)

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

23



 

The District

Notes to Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2010 (Unaudited)

And the Year Ended December 31, 2009

 

1.                                      Basis of Presentation

 

The District (The “Property”) is an apartment community containing 425 residential rental units and 25,633 square feet of ground floor commercial space located in Orlando, Florida.  The Property was under construction for a portion of the year and began tenant move-ins in September 2009.

 

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the periods presented. The statements of revenues and certain operating expenses exclude interest income, and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.                                      Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses for the period January 1, 2010 through September 30, 2010 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

 

3.                                      Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could differ from those estimates.

 

4.                                      Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis. The Property’s commercial operations consist of rental income from a single tenant under a non-cancelable operating lease as described in Note 5.

 

Tenant reimbursement income is recognized when due and consists of charges billed to residential tenants for trash removal and utilities and to retail tenants for defined operating expenses. Other income is recognized when due and consists of charges for late charges, storage, parking, amenities and repairs.

 

5.                                      Commercial Operating Lease

 

A portion of the Property is currently leased under a non-cancelable operating lease to a single commercial tenant which provides for minimum rent, percentage rent and reimbursement of certain property expenses.  The lease commenced in January 2010 and expires in 75 years after the commencement date, subject to the tenant cancelation rights at various intervals beginning 25 years after the commencement date.

 

24



 

The future minimum rent amounts under the operating lease, excluding renewal options, as of December 31, 2009 are as follows:

 

2010

 

$

307,000

 

2011

 

368,400

 

2012

 

368,400

 

2013

 

368,400

 

2014

 

368,400

 

Thereafter

 

7,399,400

 

 

 

$

9,180,000

 

 

6.                                      Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2009 up through January 31, 2011 the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

25



 

Independent Auditors’ Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of Argenta (the “Property”) for the year ended December 31, 2010. The statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

Roseland, New Jersey

 

July 11, 2011

 

 

26



 

Argenta

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Three Months Ended

 

For the

 

 

 

March 31, 2011

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2010

 

Revenues

 

 

 

 

 

Rental revenue

 

$

1,417,410

 

$

4,647,483

 

Garage revenue, net

 

63,030

 

225,327

 

Tenant reimbursement income and other income

 

44,705

 

156,294

 

Total revenues

 

1,525,145

 

5,029,104

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

280,700

 

1,011,899

 

Real estate taxes

 

159,072

 

635,674

 

General and administrative expenses

 

9,867

 

49,180

 

Total certain operating expenses

 

449,639

 

1,696,753

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

1,075,506

 

$

3,332,351

 

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

27



 

Argenta

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2011 (Unaudited)

And the Year Ended December 31, 2010

 

1.                                      Basis of Presentation

 

Argenta (the “Property”) is an apartment community containing 179 rental units, approximately 2,500 sq. feet of retail space and a parking facility consisting of 177 car spaces located in San Francisco, California.

 

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the period presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, management fees, depreciation, and amortization, which may not be comparable to the proposed future operations of the Property.  Certain expenses are incurred as a part of other investments by the Property owner and are allocated to the Property for the year ended December 31, 2010.

 

2.                                      Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses for the period January 1, 2011 through March 31, 2011 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.  Certain expenses are incurred as a part of other investments by the Property owner and are allocated to the Property for the three months ended March 31, 2011.

 

3.                                      Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could differ from those estimates.

 

4.                                      Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.

 

The garage income includes income collected from the garage, net of related expenses, which is managed by a third party vendor on behalf of the Property. The parking facility consists of 177 car spaces and is open to residents and the general public.

 

Tenant reimbursement income is recognized when due and consists of charges billed to tenants for utilities and trash. Other income is recognized when due and consists of charges for lease cancelation, late charges, month to month fees, amenities and repairs.

 

28



 

5.                                      Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2010 up through July 11, 2011, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

29



 

Independent Auditors’ Report

 

To the Stockholders

Behringer Harvard Multifamily REIT I, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of Stone Gate (the “Property”) for the year ended December 31, 2010. The statement of revenues and certain operating expenses is the responsibility of the Property’s management. Our responsibility is to express an opinion on this statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Behringer Harvard Multifamily REIT I, Inc.) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses, as described in Note 1, of the Property for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Cornerstone Accounting Group LLP

 

 

 

Roseland, New Jersey

 

July 11, 2011

 

 

30



 

Stone Gate

Statements of Revenues and Certain Operating Expenses

 

 

 

For the

 

 

 

 

 

Three Months Ended

 

For the

 

 

 

March 31, 2011

 

Year Ended

 

 

 

(Unaudited)

 

December 31, 2010

 

Revenues

 

 

 

 

 

Rental revenue

 

$

1,334,153

 

$

5,261,236

 

Tenant reimbursement income and other income

 

47,641

 

154,137

 

Total revenues

 

1,381,794

 

5,415,373

 

 

 

 

 

 

 

Certain Operating Expenses

 

 

 

 

 

Property operating expenses

 

464,021

 

1,386,062

 

Real estate taxes

 

134,197

 

551,023

 

General and administrative expenses

 

78,861

 

121,282

 

Total certain operating expenses

 

677,079

 

2,058,367

 

 

 

 

 

 

 

Revenues in Excess of Certain Operating Expenses

 

$

704,715

 

$

3,357,006

 

 

The accompanying notes are an integral part of the statements of revenues and certain operating expenses.

 

31



 

Stone Gate

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2011 (Unaudited)

And the Year Ended December 31, 2010

 

1.                                      Basis of Presentation

 

Stone Gate (the “Property”) is an apartment community containing 332 rental units located in Marlborough, Massachusetts.

 

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with the provisions of Article 3.14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC.  Accordingly, the revenues and certain operating expenses are not representative of the actual results of operations for the period presented. The statements of revenues and certain operating expenses exclude interest income and interest expense, asset management fees, depreciation and amortization, which may not be comparable to the proposed future operations of the Property.

 

2.                                      Interim Unaudited Financial Information

 

The statement of revenues and certain operating expenses for the period January 1, 2011 through March 31, 2011 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain operating expenses for this interim period have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

 

3.                                      Principles of Reporting and Use of Estimates

 

The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, require management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could differ from those estimates.

 

4.                                      Significant Accounting Policies

 

Revenue Recognition

 

The Property’s residential operations consist of rental income earned from tenants under operating leases with lease terms typically ranging from 12 months to a month-to-month basis.

 

Tenant reimbursement income is recognized when due and consists of charges billed to tenants for utilities. Other income is recognized when due and consists of charges for late charges, month to month fees, amenities and repairs.

 

5.                                      Subsequent Events

 

The Property’s management evaluated all events and transactions that occurred after December 31, 2010 up through July 11, 2011, the date the statements of revenues and certain operating expenses was available for issue. During this period, the Property did not have any material subsequent events.

 

*****

 

32



 

Behringer Harvard Multifamily REIT I, Inc.

Unaudited Pro Forma Consolidated Financial Information

 

During the year ended December 31, 2010 and the six months ended June 30, 2011, we purchased the following multifamily communities from sellers unaffiliated with us, as either wholly owned investments or as investments in joint ventures (the “Acquisitions”):

 

Multifamily Community

 

Acquisition Date

 

Gross
Purchase Price (a)

 

Our
Ownership %

 

7166 at Belmar

 

May 26, 2010

 

$

40,900,000

 

70

%(c)

Fitzhugh Urban Flats/Tupelo Alley Apartments (b)

 

June 10, 2010

 

$

88,300,000

 

55

%(c)

Uptown Post Oak

 

August 3, 2010

 

$

65,400,000

 

100

%

The Reserve at La Vista Walk

 

October 7, 2010

 

$

40,200,000

 

100

%

Allegro

 

December 1, 2010

 

$

45,300,000

 

100

%

The District Universal Boulevard

 

December 28, 2010

 

$

60,000,000

 

55

%(c)

Argenta

 

April 15, 2011

 

$

93,800,000

 

96

%

Stone Gate

 

June 16, 2011

 

$

64,700,000

 

55

%

 


(a)          The gross purchase price, exclusive of closing costs. Our share of the acquisitions was funded from an assumed mortgage and proceeds of our initial public offering.

 

(b)         Fitzhugh Urban Flats and Tupelo Alley Apartments were purchased in a single transaction from related party sellers.  Accordingly, all amounts related to this acquisition are presented on a combined basis.

 

(c)          This is accounted for as an equity method investment.

 

The following unaudited pro forma financial statements do not include a pro forma consolidated balance sheet as the consolidated balance sheet as of June 30, 2011 included in our Quarterly Report on Form 10-Q as of and for the period ended June 30, 2011 included the Acquisitions.  As the June 30, 2011 balance sheet included in our Quarterly Report on Form 10-Q as of and for the period ended June 30, 2011 reflected the acquisition and purchase price allocations and related disclosures, no pro forma balance sheet adjustments as of June 30, 2011 are required.

 

The following unaudited pro forma consolidated statements of operations for the six months ended June 30, 2011 and for the year ended December 31, 2010 are presented as if we had acquired the Acquisitions on January 1, 2010.  Certain pro forma adjustments present the combined amount for the Acquisitions, where the footnotes to the pro forma financial statements provide detail of the pro forma adjustments by acquisition.  Other acquisition pro forma adjustments included other acquisitions completed during the periods as described in the footnotes to the pro forma financial statements.  In our opinion, all material adjustments necessary to reflect the effects of the Acquisitions have been made.

 

This unaudited pro forma consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto as filed in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the period ended June 30, 2011, and are not necessarily indicative of what the actual financial position or results of operations would have been had we completed the transaction as of the beginning of the periods presented, nor is it necessarily indicative of future results.

 

33



 

Behringer Harvard Multifamily REIT I, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2011

(in thousands, except share and per share amounts)

 

 

 

For the Six
Months Ended
June 30, 2011 (a)

 

Pro Forma
Adjustments

 

Other
Acquisition
Pro Forma
Adjustments (b)

 

For the Six
Months Ended
Pro Forma
June 30, 2011

 

Rental revenues

 

$

27,377

 

$

4,324

(c)

1,277

 

$

32,978

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Property operating expenses

 

8,098

 

1,295

(c)

367

 

9,760

 

Real estate taxes

 

4,307

 

564

(c)

132

 

5,003

 

Asset management and other fees

 

3,092

 

417

(d)

68

 

3,577

 

General and administrative expenses

 

1,974

 

 

 

1,974

 

Acquisition expenses

 

5,836

 

(5,252

)(e)

(584

)

 

Interest expense

 

3,827

 

713

(f)

240

 

4,780

 

Depreciation and amortization

 

14,063

 

2,071

(g)

518

 

16,652

 

Total expenses

 

41,197

 

(192

)

741

 

41,746

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

810

 

(177

)(h)

(16

)

617

 

Gain on revaluation of equity on a business combination

 

18,052

 

 

(18,052

)(i)

 

Equity in loss of investments in unconsolidated real estate joint ventures

 

(4,645

)

 

(515

)

(5,160

)

Income from continuing operations

 

397

 

4,339

 

(18,047

)

(13,311

)

 

 

 

 

 

 

 

 

 

 

(Income) loss from continuing operations attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Noncontrolling interests in continuing operations

 

320

 

(326

)(j)

(234

)

(240

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

717

 

$

4,013

 

$

(18,281

)

$

(13,551

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

115,485

 

12,224

(k)

 

 

127,709

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.01

 

 

 

 

 

$

(0.11

)

 

See accompanying notes to unaudited pro forma consolidated financial statements.

 

34



 

Behringer Harvard Multifamily REIT I, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2010

(in thousands, except share and per share amounts)

 

 

 

For the
Year Ended
December 31, 2010 (a)

 

Pro Forma
Adjustments

 

Other
Acquisitions
Pro Forma
Adjustments (b)

 

For the Year Ended
Pro Forma
December 31, 2010

 

Rental revenues

 

$

32,567

 

$

19,832

(c)

7,682

 

$

60,081

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Property operating expenses

 

9,779

 

5,371

(c)

2,490

 

17,640

 

Real estate taxes

 

4,491

 

3,078

(c)

811

 

8,380

 

Asset management and other fees

 

5,146

 

1,729

(d)

918

 

7,793

 

General and administrative expenses

 

4,242

 

 

 

4,242

 

Acquisition expenses

 

10,775

 

(3,470

)(e)

(7,305

)

 

Interest expense

 

5,672

 

1,569

(f)

666

 

7,907

 

Depreciation and amortization

 

21,516

 

16,381

(g)

6,075

 

43,972

 

Total expenses

 

61,621

 

24,658

 

3,655

 

89,934

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

1,376

 

(1,376

)(h)

 

 

Equity in loss of investments in unconsolidated real estate joint ventures

 

(6,892

)

(4,111

)(i)

(5,205

)

(16,208

)

Net loss

 

(34,570

)

(10,313

)

(1,178

)

(46,061

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interests

 

 

1,326

(j)

455

 

1,781

 

Net loss attributable to common stockholders

 

$

(34,570

)

$

(8,987

)

$

(723

)

$

(44,280

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

83,532

 

43,452

(k)

 

 

126,984

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.41

)

 

 

 

 

$

(0.35

)

 

See accompanying notes to unaudited pro forma consolidated financial statements.

 

35



 

Behringer Harvard Multifamily REIT I, Inc.

Notes to Unaudited Pro Forma Consolidated Statements of Operations

 

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2011

 

a.               Reflects our historical consolidated operations for the six months ended June 30, 2011.

 

b.              Reflects the pro forma adjustments related to results for The Cameron and the West Village acquisitions from January 1, 2011 up to their dates of acquisition.

 

c.               Reflects operating activity from January 1, 2011 to the acquisition date for the Acquisitions made during the six months ended June 30, 2011, Argenta and Stone Gate (the “2011 Acquisitions”).  See detail by acquisition in the table below.

 

d.              Reflects the asset management fee associated with the 2011 Acquisitions.  The assets are managed by Behringer Harvard Multifamily Advisors I, LLC, a related party to us.  The annual asset management fee was 0.5% of the asset’s cost for the period of January 1, 2011 up to the acquisition dates.

 

e.               Acquisition expenses are non-recurring and have been eliminated for the 2011 Acquisitions included in the pro forma adjustments.

 

f.                 Reflects the interest expense incurred related to the $37.0 million mortgage loan acquired upon acquisition of Stone Gate.  The annual fixed interest rate of the mortgage loan is 4.24%.

 

g.              Reflects the additional depreciation costs for the building and improvements incurred for the 2011
Acquisitions.  Building depreciation is expensed over the property’s estimated useful life of 25 to 35 years, and improvements are depreciated over their estimated useful lives ranging from 3 to 15 years.  See detail by acquisition in the table below.

 

h.              Reflects the interest income lost on cash and cash equivalents due to $114.7 million in cash used for the 2011 Acquisitions assuming an average interest rate of 0.5%.

 

i.                  Reflects the exclusion of the gain on revaluation of equity on a business combination of $18.1 million related to the consolidation of Waterford Place on April 1, 2011.

 

j.                  Reflects the noncontrolling interest’s share of net loss for consolidated real estate joint venture acquisitions.  See detail by acquisition in the table below.

 

k.               Reflects the adjustment to the weighted average number of common shares outstanding due to the additional shares required to complete the 2011 Acquisitions as of January 1, 2010.  The number of shares is based on our share of the purchase price of the 2011 Acquisitions less the cash and cash equivalent balance as of January 1, 2010 divided by $8.90, the net proceeds per share after all common stock offering costs.

 

The following table presents certain pro forma adjustments by acquisition for the 2011 Acquisitions that were combined in the Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011:

 

36



 

 

 

Pro Forma Adjustments by Acquisition

 

 

 

For the Six Months Ended June 30, 2011

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

Pro Forma

 

 

 

Argenta

 

Stone Gate

 

Adjustments

 

Rental revenues

 

$

1,830

 

$

2,494

 

$

4,324

 

Property operating expenses

 

$

537

 

$

758

 

$

1,295

 

Real estate taxes

 

$

318

 

$

246

 

$

564

 

Depreciation and amortization

 

$

972

 

$

1,099

 

$

2,071

 

Net income attributable to noncontrolling interests

 

$

(144

)

$

(182

)

$

(326

)

 

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010

 

a.               Reflects our historical consolidated operations for the year ended December 31, 2010.

 

b.              Reflects the pro forma adjustments for the following multifamily community acquisitions for periods prior to the respective acquisition date:

 

Multifamily Community

 

Acquisition Date

Acacia

 

January 7, 2010

Cherry Creek

 

January 21, 2010

The Lofts at Park Crest

 

March 16, 2010

Briar Forest

 

May 27, 2010

Burnham Pointe

 

June 30, 2010

Acappella

 

August 4, 2010

Additional 27.4% interest in Venue

 

August  26 , 2010

Additional 27.4% interest in Skye 2905

 

December 23 , 2010

Conversion of mezzanine loan to equity interest in The Cameron

 

April 26, 2011

West Village

 

May 17, 2011

 

c.               Reflects the applicable operating activity from January 1, 2010 to the acquisition date for all Acquisitions made during the year ended December 31, 2010, and for the full year ended December 31, 2010 for the 2011 Acquisitions, Argenta and Stone Gate.  See detail by acquisition in the table below.

 

d.              Reflects the asset management fee associated with the Acquisitions.  The assets are managed by Behringer Harvard Multifamily Advisors I, LLC, a related party to us.   The annual asset management fee was 0.75% of the asset’s cost for the period of January 1, 2010 through June 30, 2010 and 0.5% of the asset cost for the period of July 1, 2010 through June 30, 2011.

 

e.               Acquisition expenses are non-recurring and have been eliminated for the Acquisitions included in the pro forma adjustments.

 

f.                 Reflects the interest expense incurred related to the $37.0 million mortgage loan acquired upon acquisition of Stone Gate.  The annual fixed interest rate of the mortgage loan is 4.24%.

 

g.              Reflects the additional depreciation and amortization costs for the building and improvements incurred for the Acquisitions.  Building depreciation is expensed over the property’s estimated useful life of 25 to 35 years, and improvements are depreciated over their estimated useful lives ranging from 3 to 15 years.  Amortization of in-place leases are expensed over six months.   See detail by acquisition in the table below.

 

37



 

h.              Reflects the interest income lost on cash and cash equivalents due to $353.7 million in cash used for the Acquisitions.  As the cost of the Acquisitions exceeded the cash and cash equivalent balance at January 1, 2010, all of the historical interest income recognized for 2010 is eliminated.

 

i.                  Reflects our share of the historical operations of unconsolidated Acquisitions with a third party joint venture partner from January 1, 2010 to the 2010 acquisition date or for the year ended December 31, 2010 for 2011 Acquisitions.  See detail by acquisition in the table below.

 

j.                  Reflects the noncontrolling interest’s share of net loss for consolidated real estate joint venture acquisitions.  See detail by acquisition in the table below.

 

k.               Reflects the adjustment to the weighted average number of common shares outstanding due to the additional shares issued required to complete the Acquisitions as of January 1, 2010.  The number of shares is based on our share of the purchase price of the Acquisitions less the cash and cash equivalent balance as of January 1, 2010 divided by $8.90, the net proceeds per share after all common stock offering costs.

 

The following table presents certain pro forma adjustments by acquisition for the 2010 and 2011 Acquisitions that were combined in the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010 presented above:

 

 

 

Pro Forma Adjustments by Acquisition

 

 

 

For the Year Ended December 31, 2010

 

 

 

 

 

Fitzhugh

 

Uptown

 

The Reserve

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

Tupelo

 

Post

 

at La Vista

 

 

 

The

 

 

 

 

 

Pro Forma

 

 

 

Belmar

 

Alley

 

Oak

 

Walk

 

Allegro

 

District

 

Argenta

 

Stone Gate

 

Adjustments

 

Rental revenues

 

$

 

$

 

$

3,780

 

$

2,880

 

$

3,051

 

$

 

$

4,824

 

$

5,297

 

$

19,832

 

Property operating expenses

 

$

 

$

 

$

929

 

$

733

 

$

1,133

 

$

 

$

1,089

 

$

1,487

 

$

5,371

 

Real estate taxes

 

$

 

$

 

$

850

 

$

393

 

$

657

 

$

 

$

636

 

$

542

 

$

3,078

 

Depreciation and amortization

 

$

 

$

 

$

3,301

 

$

2,095

 

$

2,255

 

$

 

$

4,655

 

$

4,075

 

$

16,381

 

Equity in loss of investments in unconsolidated real estate joint ventures

 

$

(379

)

$

(935

)

$

 

$

 

$

 

$

(2,797

)

$

 

$

 

$

(4,111

)

Net loss attributable to noncontrolling interests

 

$

 

$

 

$

 

$

 

$

 

$

 

$

75

 

$

1,251

 

$

1,326

 

 

38



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

BEHRINGER HARVARD MULTIFAMILY REIT I, INC.

 

 

 

 

 

 

Dated: September 16, 2011

 

/s/ Howard S. Garfield

 

 

Howard S. Garfield

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

39