SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2015

 

-OR-

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from _________ to ________

 

Commission File Number 000-54165

 

Reven Housing REIT, Inc.

(Exact name of Registrant in its charter)

 

Maryland		84-1306078
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

7911 Herschel Avenue, Suite 201

La Jolla, CA 92037

(Address of principal executive offices)

 

Registrant's Telephone Number, Including Area Code:

(858) 459-4000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the issuer (1) 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 such filing requirements for the past 90 days.

Yes x No ¨

 

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 (section 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 ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

 

Large accelerated filer	¨		Non-accelerated filer	¨
Accelerated filer	¨		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 ¨ No x

 

The number of outstanding shares of the registrant's common stock, as of July 31, 2015: 7,016,796

 

 

REVEN HOUSING REIT, INC.

FORM 10-Q

INDEX

 

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
Item 6.	Exhibits	19
SIGNATURES		20

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2015 and December 31, 2014

 

		2015				2014
		(Unaudited)				(Audited)
ASSETS
Investments in real estate:
Land		$	6,208,327			$	5,422,647
Buildings and improvements			28,391,874				23,961,608
			34,600,201				29,384,255
Accumulated depreciation			(1,081,424	)			(592,114	)
Investments in real estate, net			33,518,777				28,792,141
Cash			1,421,512				3,343,236
Rents and other receivables			205,296				157,230
Property tax and insurance reserves			-				260,123
Escrow deposits and prepaid expenses			204,528				221,264
Lease origination costs, net			186,004				168,145
Deferred loan fees, net			427,606				333,544
Deferred stock issuance costs			488,509				535,450
Total Assets		$	36,452,232			$	33,811,133
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities		$	949,425			$	718,162
Security deposits			370,960				306,004
Notes payable			15,049,125				11,522,140
Total Liabilities			16,369,510				12,546,306
Commitments and contingencies (Note 10)
Stockholders' Equity
Preferred stock, $.001 par value; 25,000,000 shares authorized; No shares issued or outstanding			-				-
Common stock, $.001 par value; 100,000,000 shares authorized; 7,016,796 shares issued and outstanding			7,017				7,017
Additional paid-in capital			24,601,295				24,601,295
Accumulated deficit			(4,525,590	)			(3,343,485	)
Total Stockholders' Equity			20,082,722				21,264,827
Total Liabilities and Stockholders' Equity		$	36,452,232			$	33,811,133

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)

 

		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		June 30,				June 30,				June 30,				June 30,
		2015				2014				2015				2014
Rental income		$	1,267,986			$	495,386			$	2,382,773			$	975,980
Expenses:
Property operating and maintenance			494,890				170,919				778,466				294,672
Real estate taxes			189,216				65,335				351,717				125,716
Acquisition costs			79,021				-				325,106				-
Depreciation and amortization expense			286,355				103,500				553,244				203,000
General and administration			478,126				285,411				960,409				726,260
Legal and accounting			112,042				69,075				267,361				191,352
Interest expense			188,026				3,332				328,575				3,332
Total expenses			1,827,676				697,572				3,564,878				1,544,332
Net loss		$	(559,690	)		$	(202,186	)		$	(1,182,105	)		$	(568,352	)
Net loss per share
(Basic and fully diluted)		$	(0.08	)		$	(0.03	)		$	(0.17	)		$	(0.11	)
Weighted average number of common shares outstanding			7,016,796				5,821,794				7,016,796				5,111,366

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2015 and 2014 (Unaudited)

 

		2015				2014
Cash Flows From Operating Activities:
Net loss		$	(1,182,105	)		$	(568,352	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			553,244				203,000
Stock compensation			-				195,000
Amortization of deferred loan fees			43,110				-
Changes in operating assets and liabilities:
Rents and other receivables			(48,066	)			(23,140	)
Property tax and insurance reserves			260,123				(354,405	)
Escrow deposits and prepaid expenses			16,736				29,834
Accounts payable and accrued liabilities			278,204				119,254
Security deposits			64,956				19,729
Net cash used in operating activities			(13,798	)			(379,080	)
Cash Flows From Investing Activities:
Acquisitions of and additions to investments in real estate			(5,215,946	)			(1,584,343	)
Lease origination costs			(81,793	)			-
Net cash used in investing activities			(5,297,739	)			(1,584,343	)
Cash Flows From Financing Activities:
Proceeds from notes payable			3,526,985				1,227,100
Payment of loan fees			(137,172	)			(266,503	)
Proceeds from common stock issuance			-				8,372,270
Payments of stock issuance costs			-				(290,344	)
Net cash provided by financing activities			3,389,813				9,042,523
Net (Decrease) Increase In Cash			(1,921,724	)			7,079,100
Cash at the Beginning of the Period			3,343,236				2,134,510
Cash at the End of the Period		$	1,421,512			$	9,213,610
Supplemental Disclosure:
Cash paid for interest		$	272,965			$	3,332

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 1. ORGANIZATION AND OPERATION

 

Reven Housing REIT, Inc. is a Maryland corporation (Reven Housing REIT, Inc., along with its subsidiaries, are also referred to herein collectively as the “Company”) which acquires portfolios of occupied and rented single family homes throughout the United States with the objective of receiving income from rental property activity and future profits from the sale of rental property at appreciated values. As of June 30, 2015, the Company owned 473 single family homes in the Houston, Jacksonville, Memphis and Atlanta metropolitan areas.

 

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), as contained within the Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”), and Article 8 of Regulation S-X of the Securities Exchange Commission (“SEC”).

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the 2014 Annual Report on Form 10-K filed with the SEC on March 31, 2015. In the opinion of management, the condensed financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results of such period. The results of operations for the period ended June 30, 2015 are not necessarily indicative of the operating results for the full year.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Reven Housing REIT OP, L.P., Reven Housing GP, LLC, Reven Housing REIT TRS, LLC, Reven Housing Georgia, LLC, Reven Housing Texas, LLC, Reven Housing Florida, LLC, Reven Housing Florida 2, LLC, and Reven Housing Tennessee, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and reported amounts of revenues and expenses for the periods presented. Accordingly, actual results could differ from those estimates.

 

Financial Instruments

 

The carrying value of the Company’s financial instruments, as reported in the accompanying condensed consolidated balance sheets, approximates fair value due to their short term nature. The Company’s short term financial instruments consist of cash, rents and other receivables, property tax and insurance reserves, escrow deposits, accounts payable and accrued liabilities, and security deposits.

 

The carrying value of the Company’s notes payable, as reported in the accompanying condensed consolidated balance sheets, approximates fair value due to their floating market interest rate and due to the fact that their security and payment terms are similar to other debt instruments currently being issued.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Investments in Real Estate

 

The Company accounts for its investments in real estate as business combinations under the guidance of ASC Topic 805, Business Combinations (“ASC 805”) and these acquisitions are recorded at fair value. The purchase price is allocated to land, building and the existing leases based upon their fair values at the date of acquisition, with acquisition costs expensed as incurred. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes its own market knowledge and published market data. The estimated fair value of acquired in-place leases represents the expected costs the Company would have incurred to lease the property at the date of acquisition. Each portfolio of acquired property is recorded as a separate business combination.

 

Land, buildings and improvements are recorded at cost. Buildings and improvements are depreciated over estimated useful lives of approximately 27.5 years using the straight-line method. Lease origination costs are amortized over the average remaining term of the in-place leases which is generally less than one year. Maintenance and repair costs are charged to expenses as incurred.

 

The Company assesses the impairment of investments in real estate, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company has not recognized any impairment losses for the periods ended June 30, 2015 and 2014.

 

Cash

 

The Company maintains its cash, cash equivalents and escrow deposits at financial institutions. The combined account balances at one or more institutions typically exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions’ non-performance. As of June 30, 2015 and December 31, 2014, the Company did not have any cash equivalents.

 

Rents and Other Receivables

 

Rents and other receivables represent the amount of rent receivables, security deposits and net rental funds which are held by the property managers on behalf of the Company, net of any allowance for amounts deemed uncollectible. The Company has not recognized any allowance for doubtful accounts as of June 30, 2015 and December 31, 2014.

 

Property Tax and Insurance Reserves

 

Property tax and insurance reserves represent amounts held in accordance with the terms of the Company’s notes payable for property taxes and insurance. During the first quarter of 2015, the lender waived this requirement and the amounts previously held in escrow have been released to the Company.

 

Escrow Deposits and Prepaid Expenses

 

Escrow deposits include refundable and non-refundable cash and earnest money on deposit with third parties for property purchases.

 

Deferred Loan Fees

 

Costs incurred in the placement of the Company’s debt are deferred and amortized using the effective interest method over the term of the loans as a component of interest expense on the consolidated statements of operations. Deferred loan costs and fees totaled $499,768 and accumulated amortization totaled $72,162 as of June 30, 2015. Amortization expense for these loan fees was $24,984 and $43,110 for the three and six months ended June 30, 2015, respectively. No loan fees or related amortization were incurred during the three and six months ended June 30, 2014.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Deferred Stock Issuance Costs

 

Deferred stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.

 

Security Deposits

 

Security deposits represent amounts deposited by tenants at the inception of the lease.

 

Revenue Recognition

 

The Company’s single family homes are leased under short term rental agreements of generally one year with individual tenants and revenue is recognized over the lease term on a straight-line basis.

 

Income Taxes

 

The Company is currently being taxed as a “C” corporation, but intends to elect to be taxed as a real estate investment trust (“REIT”), as defined in the Internal Revenue Code, commencing with the taxable year ended December 31, 2015. Management believes that the Company will be able to satisfy the requirements for qualification as a REIT. Accordingly, the Company does not expect to be subject to federal income tax, provided that it qualifies as a REIT and distributions to the stockholders equal or exceed REIT taxable income.

 

However, qualification and taxation as a REIT depends upon the Company’s ability to meet the various qualification tests imposed under the Internal Revenue Code related to the percentage of income that are earned from specified sources, the percentage of assets that fall within specified categories, the diversity of capital stock ownership, and the percentage of earnings that are distributed. Accordingly, no assurance can be given that the Company will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for four subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local income taxes.

 

The tax benefit of uncertain tax positions is recognized only if it is “more likely than not” that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of relevant information. The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority, having full knowledge of all the relevant information. As of June 30, 2015 and December 31, 2014, the Company had no unrecognized tax benefits.

 

Incentive Compensation Plan

 

During 2012, the Company established the 2012 Incentive Compensation Plan, which was subsequently amended and restated in December 2013 (“2012 Plan”). The 2012 Plan allows for the grant of options and other awards representing up to 1,650,000 shares of the Company’s common stock. Such awards may be granted to officers, directors, employees, consultants and other persons who provide services to the Company or any related entity. Under the 2012 Plan, options may be granted at an exercise price greater than or equal to the market value at the date of the grant, and for owners of 10% or more of the voting shares, at an exercise price of not less than 110% of the market value. Awards are exercisable over a period of time as determined by a committee designated by the Board of Directors, but in no event longer than ten years.

 

On April 4, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 48,750 shares of the Company’s common stock under the 2012 Plan to the members of the Board of Directors as compensation for their services.

 

On October 16, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 425,000 shares of the Company’s common stock under the 2012 Plan to certain officers and consultants of the Company. The shares issued are subject to restrictions and future vesting conditions based on the Company reaching certain future milestones. None of the shares were vested as of the issuance date.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Net Loss Per Share

 

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. For the three and six months ended June 30, 2015, and 2014, potentially dilutive securities excluded from the calculations were 263,588 shares issuable upon exercise of outstanding warrants granted in conjunction with the convertible notes.

 

On November 5, 2014, the Company effected a 1-for-20 reverse stock split of the issued common stock. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the condensed consolidated financial statements and noted thereto have been adjusted retroactively to give effect to the 1-for-20 reverse stock split.

 

New Accounting Pronouncements

 

The Company is currently evaluating all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

 

Subsequent Events

 

Subsequent events are events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are available to be issued. The Company recognizes in the condensed consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the balance sheet date, including the estimates inherent in the process of preparing the condensed consolidated financial statements. The Company’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the balance sheet date but arose after such date and before the condensed consolidated financial statements are available to be issued. The Company has evaluated subsequent events up until the date of the issuance of these financial statements.

 

NOTE 3. INVESTMENTS IN REAL ESTATE

 

The Company’s investments in real estate consists of single family homes purchased by the Company. The homes are generally leased to individual tenants under operating leases of one year or less.

 

The following table summarizes the Company’s investments in real estate:

 

														Total
		Number								Buildings and				Investments
		of Homes				Land				Improvements				in Real Estate
Total at December 31, 2014			395			$	5,422,647			$	23,961,608			$	29,384,255
Purchases and improvements during 2015:
Jacksonville, FL			78				785,680				4,408,460				5,194,140
Memphis, TN							-				16,630				16,630
Houston, TX							-				5,176				5,176
Total at June 30, 2015			473			$	6,208,327			$	28,391,874			$	34,600,201

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 3. INVESTMENTS IN REAL ESTATE (continued)

 

For the six months ended June 30, 2015, the Company included $305,100 of rental income, $137,300 of rental expenses, $31,200 of depreciation, and net income of $136,600 in its consolidated statements of operations related to the Company’s 2015.

 

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company for the six months ended June 30, 2015 and 2014 prepared to give effect if all of the Company’s acquisitions of properties in 2014 and 2015 occurred on January 1, 2014. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had these acquisitions occurred on this date, nor does it purport to predict the results of operations for future periods.

 

		For the Six Months Ended June 30
		2015				2014
Rental revenue		$	2,512,773			$	2,416,908
Rental expenses		$	1,195,183			$	1,079,520
Depreciation and amortization		$	606,244			$	602,221
Net loss		$	(886,499	)		$	(420,627	)
Net loss per share, basic and fully diluted		$	(0.13	)		$	(0.08	)
Weighted average number of common shares outstanding, basic and fully diluted			7,016,796				5,111,366

 

The unaudited pro forma information for the six months ended June 30, 2015 and 2014 has been adjusted to exclude acquisition fees and expenses related to the acquisitions recorded in the appropriate periods and additionally to include the additional interest expense relating to the Company’s 2014 and 2015 borrowings.

 

NOTE 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

At June 30, 2015 and December 31, 2014, accounts payable and accrued liabilities consisted of the following:

 

		2015				2014
Accounts payable		$	293,923			$	12,673
Property taxes payable			365,939				292,290
Accrued legal, board fees and other expenses			236,253				372,389
Interest payable			53,310				40,810
		$	949,425			$	718,162

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 5. NOTES PAYABLE

 

On June 12, 2014, Reven Housing Texas, LLC, a wholly owned subsidiary of the Company, received loan proceeds and issued a promissory note in the principal amount of up to $7,570,000 to Silvergate Bank, secured by deeds of trust encumbering the Company’s homes located in Texas. The entire balance of principal and accrued interest is due and payable on July 5, 2019. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate (interest rate is 4.25% per annum at June 30, 2015) until July 5, 2016. Thereafter, monthly payments of interest (1.00% over the prime rate) and principal, based on a 25 year amortization rate will be made until maturity. The note has a prepayment penalty of 3% calculated on principal amounts prepaid prior to July 5, 2016. There is no prepayment penalty on amounts paid after such date.

 

On November 17, 2014, Reven Housing Tennessee, LLC, a wholly owned subsidiary of the Company, received loan proceeds and issued a promissory note in the principal amount of $3,952,140 to Silvergate Bank, secured by deeds of trust encumbering primarily all of the Company’s homes located in Tennessee. The entire balance of principal and accrued interest is due and payable on December 5, 2019. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate (interest rate is 4.25% per annum at June 30, 2015) until December 5, 2016. Thereafter, monthly payments of interest (1.00% over the prime rate) and principal, based on a 25 year amortization rate will be made until maturity. The note has a prepayment penalty of 3% calculated on principal amounts prepaid prior to December 5, 2016. There is no prepayment penalty on amounts paid after such date.

 

On March 13, 2015, Reven Housing Florida, LLC, a wholly owned subsidiary of the Company, received loan proceeds and issued a promissory note in the principal amount of $3,526,985 to Silvergate Bank, secured by deeds of trust encumbering a majority of the Company’s homes located in Florida. The entire balance of principal and accrued interest is due and payable on April 5, 2020. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate (interest rate is 4.25% per annum at June 30, 2015) until April 5, 2017. Thereafter, monthly payments of interest (1.00% over the prime rate) and principal, based on a 25 year amortization rate will be made until maturity. The note has a prepayment penalty of 3% calculated on principal amounts prepaid prior to April 5, 2017. There is no prepayment penalty on amounts paid after such date.

 

The terms of the notes also provide for lender reserve accounts for taxes and insurance reserves. As of December 31, 2014, a total of $260,123 was held in these lender escrow accounts. During the first quarter of 2015, the lender waived this requirement and the amounts previously held in escrow have been released to the Company.

 

During the three and six months ended June 30, 2015, the Company incurred $188,026 and $328,575, respectively, of interest expense related to the notes payable, which includes $24,984 and $43,110, respectively, of amortization of deferred loan fees. During the three and six months ended June 30, 2014, the Company incurred $3,332 of interest expense related to the notes payable.

 

NOTE 6. STOCKHOLDERS’ EQUITY

 

On November 5, 2014, the Company effected a 1-for-20 reverse stock split of issued common stock. In conjunction with the reverse stock split, the Board of Directors approved a change in the number of authorized common shares from 600,000,000 to 100,000,000, which change was made immediately after the effectiveness of the reverse stock split. Additionally, the par value of the shares was modified from $.02 to $.001 per share so that the par value per share of the common stock before the reverse stock split and after the reverse stock split remained at $.001 per share. References in these condensed consolidated financial statements and notes have been adjusted to retroactively account for the effects of the reverse split.

 

The Company currently has warrants outstanding allowing its holders to purchase up to 263,588 shares of the Company’s common stock at an exercise price of $4.00 per share.  The warrants will expire on September 27, 2018, if not exercised prior to that date. No warrants were exercised in the six month periods ended June 30, 2015 and 2014.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 7. STOCK COMPENSATION

 

On April 4, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 48,750 shares of the Company’s common stock under the 2012 Plan to the members of the Board of Directors as compensation for their past services. These shares were issued to compensate the members for past services and valued at $4.00 per share, based on the grant date fair value, for a total expense of $195,000 which has been included in the Company’s condensed consolidated statement of operations for the six months ended June 30, 2014. Due to the Company’s low trading volume, the grant date fair value was determined based on similar issuances of stock in the Company’s private placements.

 

On October 16, 2014, the Board of Directors authorized the issuance of, and the Company issued, an aggregate of 425,000 shares of the Company’s common stock under the 2012 Plan to certain officers and consultants of the Company. The shares issued are subject to restrictions and future vesting conditions based on the Company reaching certain future milestones. None of the shares were vested as of the issuance date. Compensation expense will be recognized in the applicable future periods should the applicable milestones be achieved in accordance with the vesting schedule. At the time of filing, there is no assurance that these milestones will in fact be achieved and that the shares will in fact vest in the future. No expense was recognized during the six months ended June 30, 2015.

 

NOTE 8. INCOME TAXES

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and expected carry-forwards are available to reduce taxable income. The Company records a valuation allowance when, in the opinion of management, it is more likely than not, that the Company will not realize some or all deferred tax assets. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance equal to the deferred tax asset at June 30, 2015 and December 31, 2014. At December 31, 2014, the Company had federal and state net operating loss carry-forwards of approximately $1,380,000. The federal and state tax loss carry-forwards will begin to expire in 2032, unless previously utilized.

 

Pursuant to Internal Revenue Code Section 382, use of the Company’s net operating loss carry-forwards may be limited if a cumulative change in ownership of more than 50% occurs within a three year period. Management believes that such an ownership change had occurred but has not performed a study of the limitations on the net operating losses.

 

The Company plans to elect REIT status effective for the year ending December 31, 2015, when it meets all requirements allowing it to do so. At that time, the Company would generally not be subject to income taxes assuming it complied with the specific distribution rules applicable to REITs. The Company has also incurred current period and prior year net operating losses; thus, it does not expect to incur current income tax expenses. Additionally, due to the Company’s expectations of electing REIT status commencing in 2015, it does not expect to realize any future tax benefits from the current years, or prior years’ operating losses.

 

NOTE 9. RELATED PARTY TRANSACTIONS

 

The Company sub-leases office space on a month-to-month basis from Reven Capital, LLC which is wholly-owned by Chad M. Carpenter, a shareholder of the Company and the Company’s Chief Executive Officer. Rental payments totaled $9,000 and $18,000 for the three and six months ended June 30, 2015, respectively. Rental payments totaled $9,000 and $16,500 for the three and six months ended June 30, 2014, respectively.

 

 

REVEN HOUSING REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 and 2014

 

NOTE 10. COMMITMENTS AND CONTINGENCIES

 

Legal and Regulatory

 

The Company is subject to potential liability under laws and government regulations and various claims and legal actions arising in the ordinary course of the Company’s business. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts established for those claims. Based on information currently available, management is not aware of any legal or regulatory claims that would have a material effect on the Company’s condensed consolidated financial statements and, therefore, no accrual has been recorded as of the six months ended June 30, 2015 and 2014.

 

Security Deposits

 

As of June 30, 2015 and December 31, 2014, the Company had $370,960 and $306,004, respectively, in resident security deposits. Security deposits are refundable, net of any outstanding charges and fees, upon expiration of the underlying lease.

 

Escrow Deposits and Prepaid Expenses

 

Escrow deposits and prepaid expenses include earnest deposits for the purchase of properties. As of June 30, 2015, the Company had entered into agreements to purchase 240 residential properties for an aggregate amount of approximately $18,118,000 and had corresponding refundable earnest deposits for these purchases of $181,176. At December 31, 2014, the Company had entered into agreements to purchase residential properties for an aggregate amount of $8,700,000 and had corresponding refundable earnest deposits for these purchases of $87,000. However, the Company may not consummate the real estate purchase because properties may fall out of escrow through the closing process for various reasons and these purchases are contingent on the Company’s ability to acquire the debt or equity financing required to fund the acquisition.

 

  

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

 

Unless otherwise provided in this Quarterly Report, references to the “Company,” “we,” “us,” and “our” refer to Reven Housing REIT, Inc., a Maryland corporation, and its wholly-owned subsidiaries.

 

Forward Looking Statements

 

The information contained in this report contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events and similar expressions. Forward-looking statements may be identified by use of words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” or “potential” or similar words or phrases which are predictions of or indicate future events or trends. Statements such as those concerning potential acquisition activity, investment objectives, strategies, opportunities, other plans and objectives for future operations or economic performance are based on our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, including, but not limited to, our ability to successfully (i) acquire real estate investment properties in the future, (ii) to execute future agreements or understandings concerning our acquisition of real estate investment properties, (iii) be able to raise the capital required to acquire any such properties and (iv) those other risks more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report and in the “Risk Factors” section of our Registration Statement on Form S-11 filed with the SEC on May 27, 2014 and subsequently amended on September 4, 2014, June 12, 2015 and July 28, 2015. Any of these statements could prove to be inaccurate and actual events or investments and results of operations could differ materially from those expressed or implied. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to invest in a diversified portfolio of quality real estate investments, may be significantly and negatively impacted. You are cautioned not to place undue reliance on any forward-looking statements and we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, future events or other changes.

 

Overview

 

We are an internally-managed real estate investment company focused on the acquisition, leasing, and management of recently renovated and stabilized single-family properties in select markets in the United States. Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation. We generate virtually all of our revenue by leasing our portfolio of single-family properties. As of June 30, 2015, we owned 473 single-family properties, of which 201 are in the Jacksonville, Florida metropolitan area, 168 are in the Houston, Texas metropolitan area, 95 are in the Memphis, Tennessee metropolitan area, and nine are in the Atlanta, Georgia metropolitan area. The average investment in the 473 homes is approximately $73,150 per home. Of the 473 homes owned at June 30, 2015, 436 were occupied, or 92%. The per-home average rent for the portfolio is approximately $940 per month.

 

During the six months ended June 30, 2015, we completed the acquisition of 78 residential homes located in the Jacksonville, Florida metropolitan area. The purchase price for the 78 homes was approximately $5,194,000.

 

In order to supplement our financial resources, we received $3,526,985 of loan proceeds from Silvergate Bank on March 13, 2015. The loan is secured by deeds of trust encumbering a majority of our homes located in Florida. The entire balance of principal and accrued interest is due and payable on April 5, 2020. The note provides for monthly payments of interest only at a rate of 1.00% over the prime rate (interest rate is 4.25% at June 30, 2015) until April 5, 2017. Thereafter, monthly payments of interest (1.00% over the prime rate) and principal, assuming a 25 year amortization rate, will be made until maturity.

 

We plan to continue to acquire and manage single-family homes with a focus on long-term earnings growth and appreciation in asset value. Our ability to identify and acquire single-family properties that meet our investment criteria will be affected by home prices in our markets, the inventory of properties available through our acquisition channels, competition for our target assets, available capital for investment, and the cost of that capital. We believe the housing market environment in our markets remains attractive for single-family property acquisitions and rentals. We also believe that pricing for housing in our markets remains attractive and demand for housing is growing. At the same time, we continue to face relatively steady competition for new properties and residents from local operators and institutional managers. Housing prices across all of our core markets have appreciated over the past year. Despite these gains, we believe housing in our markets continues to provide attractive acquisition opportunities and remains inexpensive relative to replacement cost and affordability metrics.

 

We anticipate continued strong rental demand for single-family homes in our markets. While new building activity has begun to increase, it remains below historical averages and we believe substantial under-investment in residential housing recently will tend to create upward pressure on home prices and rents as demand outpaces supply.

 

As of June 30, 2015, we have entered into agreements to purchase approximately 240 additional residential properties for an aggregate amount of approximately $18,118,000. However, we may not consummate the real estate purchases because properties may fall out of escrow through the closing process for various reasons and these purchases are contingent on our ability to acquire the debt or equity financing required to fund the acquisitions.

 

We intend to take all necessary steps to qualify, and elect to be taxed as, a real estate investment trust (“REIT”) under the Internal Revenue Code, effective for the year ending December 31, 2015. However, no assurance can be given that we will qualify or remain qualified as a REIT.

 

 

Results of Operations

 

Our results of operations and financial condition will be affected by numerous factors, many of which are beyond our control. The key factors we expect to impact our results of operations and financial condition include our pace and costs of acquisitions, rental rates, the varying costs of external property management, occupancy levels, rates of resident turnover, turnover costs, changes in homeownership rates, insurance costs, real estate taxes, our expense ratios, and our capital structure.

 

Three Month Period ended June 30, 2015 compared to Three Month Period ended June 30, 2014

 

For the quarter ended June 30, 2015, we had total rental income of $1,267,986 compared to total rental income of $495,386 for the quarter ended June 30, 2014. The increase in total rental income is due to the increase of rental homes owned from 177 as of June 30, 2014 to 473 as of June 30, 2015. As of June 30, 2015, 436, or approximately 92%, of our 473 homes were occupied. During the quarter ended June 30, 2015, we had 66 home leases turnover, which represented approximately 14% of our end of the quarter portfolio. We experienced an average turnover cost per home in the approximate amount of $1,860 for the second quarter of 2015. As of June 30, 2014, 170, or approximately 96%, of our 177 homes were occupied. During the quarter ended June 30, 2014, we had 11 home leases turn over, which represented approximately 6% of our end of the quarter portfolio. We experienced an average turnover cost per home in the approximate amount of $530 for the second quarter of 2014. As of June 30, 2015, we had 53 delinquent tenants, or 12% of all tenants, for an aggregate amount of $25,670 in rents and other payments owed, compared to 16 delinquent tenants, or 9% of all tenants, for an aggregate amount of $11,814 at June 30, 2014. During the quarter ended June 30, 2015, we had collection losses of approximately 4%. We had no significant credit loss in the quarter ended June 30, 2014. Collection losses are reflected in our total net rental income.

 

For the quarter ended June 30, 2015, we had property operating and maintenance expenses of $494,890 compared to property operating and maintenance expenses of $170,919 for the quarter ended June 30, 2014. Property operating and maintenance expenses consist of insurance, property management fees paid to third parties, repairs and maintenance costs, homeowner association fees, and other miscellaneous property costs. The increase in property operating and maintenance expenses from 2014 to 2015 reflects the corresponding increase in our inventory of single-family homes.

 

Real estate taxes for the quarter ended June 30, 2015 totaled $189,216 compared to $65,335 for the quarter ended June 30, 2014. Again the increase is due to our increase in single-family homes owned during the period.

 

Acquisition costs totaled $79,021 for the quarter ended June 30, 2015. Acquisition costs consist of closing costs, due diligence costs and reports, and legal fees relating to our acquisitions of single-family homes along with auditing and accounting costs related to our reporting requirements related to our real estate portfolio acquisitions. Acquisition costs were not incurred during the quarter ended June 30, 2014.

 

Depreciation and amortization of our investments in real estate increased to $286,355 for the quarter ended June 30, 2015 compared to $103,500 for the quarter ended June 30, 2014, reflecting the corresponding increase in our inventory of single family homes.

 

General and administrative expenses for the quarter ended June 30, 2015 totaled $478,126 compared to general and administrative expenses of $285,411 for the quarter ended June 30, 2014. General and administrative expenses consist of personnel costs, outside director fees, occupancy fees, public company filing fees, and other general expenses. The increase is due to increases in director fees, personnel costs, and occupancy costs as a result of our increase in operations.

 

Legal and accounting expenses for the quarter ended June 30, 2015 totaled $112,042 compared to $69,075 for the quarter ended June 30, 2014. The increase in legal and accounting expenses is the result of the increase in our operating activities resulting from our corporate growth during the period.

 

Interest expense on our notes payable was $188,026 for the quarter ended June 30, 2015. Interest expense consisted of interest on our loans of $15,049,125 from Silvergate Bank. Interest expense was $3,332 for the quarter ended June 30, 2014, as our first borrowing occurred in June of 2014.

 

Net loss for the quarter ended June 30, 2015 was $559,690 compared to a net loss of $202,186 for the quarter ended June 30, 2014. The weighted average number of shares outstanding for the quarter ended June 30, 2015 increased to 7,016,796 from 5,821,794 for the quarter ended June 30, 2014, resulting in a net loss per share of $0.08 for the quarter ended June 30, 2015 as compared to a net loss per share of $0.03 for the quarter ended June 30, 2014.

 

Six Months ended June 30, 2015 compared to Six Months Ended June 30, 2014

 

For the six months ended June 30, 2015, we had total rental and other income of $2,382,773 compared to total rental and other income of $975,980 for the six months ended June 30, 2014. The increase in total rental income is due to the increase of rental homes owned from 177 as of June 30, 2014 to 473 as of June 30, 2015. During the six months ended June 30, 2015, we had 90 home leases turnover, which represented approximately 19% of our end of the period portfolio. We experienced an average turnover cost per home in the approximate amount of $1,600 for the six months ended June 30. 2015. During the six months ended June 30, 2014, we had 25 home leases turnover, which represented approximately 14% of our end of the period portfolio. We experienced an average turnover cost per home in the approximate amount of $530 for the six months ended June 30. 2014. During the six months ended June 30, 2015, we had collection losses of approximately 4%. We had no significant credit loss in the six months ended June 30, 2014. Collection losses are reflected in our total net rental income.

 

 

For the six months ended June 30, 2015, we had property operating and maintenance expenses of $778,466 compared to property operating and maintenance expenses of $294,672 for the six months ended June 30, 2014. Property operating and maintenance expenses consist of insurance, property management fees paid to third parties, repairs and maintenance costs, homeowner association fees, and other miscellaneous property costs. The increase in property operating and maintenance expenses from 2014 to 2015 reflects the corresponding increase in our inventory of single-family homes.

 

Real estate taxes for the six months ended June 30, 2015 totaled $351,717 compared to $125,716 for the six months ended June 30, 2014. Again the increase is due to our increase in single-family homes owned during the period.

 

Acquisition costs totaled $325,106 for the six months ended June 30, 2015. Acquisition costs consist of closing costs, due diligence costs and reports, and legal fees relating to our acquisitions of single-family homes along with auditing and accounting costs related to our reporting requirements related to our real estate portfolio acquisitions. No acquisitions expenses were incurred during in the six months ended June 30, 2014.

 

Depreciation and amortization of our investments in real estate increased to $553,244 for the six months ended June 30, 2015 compared to $203,000 for the six months ended June 30, 2014, reflecting the corresponding increase in our inventory of single family homes.

 

General and administrative expenses for the six months ended June 30, 2015 totaled $960,409 compared to general and administrative expenses of $726,260 for the six months ended June 30, 2014. General and administrative expenses consist of personnel costs, outside director fees, occupancy fees, public company filing fees, and other general expenses. The increase is due to increases in director fees, personnel costs, and occupancy costs as a result of our increase in operations.

 

Legal and accounting expenses for the six months ended June 30, 2015 totaled $267,361 compared to $191,352 for the six months ended June 30, 2014. The increase in legal and accounting expenses is the result of the increase in our operating activities resulting from our corporate growth during the period.

 

Interest expense on our notes payable was $328,575 for the six months ended June 30, 2015. Interest expense consisted of interest on our loans of $15,049,125 from Silvergate Bank. Interest expense was $3,332 for the six months ended June 30, 2014, as our first borrowing occurred in June of 2014.

 

Net loss for the six months ended June 30, 2015 was $1,182,105 as compared to a net loss of $568,352 for the six months ended June 30, 2014. The weighted average number of shares outstanding for the six months ended June 30, 2015 increased to 7,016,796 from 5,111,366 for the six months ended June 30, 2014, resulting in a net loss per share of $0.17 for the six months ended June 30, 2015 as compared to a net loss per share of $0.11 for the six months ended June 30, 2014.

 

Liquidity and Capital Resources

 

Liquidity is a measure of our ability to meet potential cash requirements, fund and maintain our assets and operations, make interest payments and fund other general business needs. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. Our near-term liquidity requirements consist primarily of acquiring properties, funding our operations, and making interest payments.

 

Our liquidity position at June 30, 2015 included $1,421,512 of cash, $205,296 of rents and other receivables, and $204,528 of escrow deposits and prepaid expenses, for a total of $1,831,336. As of December 31, 2014, the cash balance was $3,343,236, rents and other receivables were $157,230, property tax and insurance reserves totaled $260,123 and escrow deposits and prepaid expenses totaled $221,264, for a total liquidity position of $3,981,853. The decrease in liquidity position was caused primarily by our acquisition activity during the six month period.

 

We believe our present working capital, and the expected cash flows from operations, along with our expected future borrowing and capital raising activities will be sufficient to fund the present level of our operations in 2015. In order to purchase additional single family homes, we intend to opportunistically utilize the capital markets to raise additional capital, including through the issuance of debt and equity securities, but there can be no assurance that we will be able to access adequate liquidity sources on favorable terms, or at all.

 

Silvergate Credit Facility

 

During the year ended December 31, 2014, we entered into two loan transactions with Silvergate Bank pursuant to which we borrowed a total of $11,522,140 secured by deeds of trust encumbering a portion of our single family homes. The proceeds of the loans were used by us to purchase additional single family homes. In June 2014, we issued Silvergate a promissory note in the amount of $7,570,000 and in November 2014 we issued Silvergate a promissory note in the amount of $3,952,140. The June 2014 note provides for monthly interest only payments at a rate of 1.00% over the prime rate until July 5, 2016 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the June 2014 note is due and payable on July 5, 2019. The November 2014 note provides for monthly interest only payments at a rate of 1.00% over the prime rate until December 5, 2016 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate until maturity. The entire balance of principal and accrued interest under the November 2014 note is due and payable on December 5, 2019.

 

 

On March 13, 2015, we entered into a third loan transaction with Silvergate Bank where we issued a promissory note in the amount of $3,526,985. The note provides for monthly interest only payments at a rate of 1.00% over the prime rate until April 5, 2017 and, thereafter, monthly payments of interest and principal, based on a 25 year amortization rate, until maturity. The entire balance of principal and accrued interest under the note is due and payable on April 5, 2020. The notes are secured by first priority liens and related rents on 168 homes in the Houston, Texas area, 93 homes in the Memphis, Tennessee area and 125 homes in the Jacksonville, Florida area.

 

Operating Activities

 

For the six months ended June 30, 2015, our operating activities used $13,798 of cash. This resulted from adding back depreciation and amortization of $553,244, amortization of deferred loan fees of $43,110, and adding the net change in operating assets and liabilities of $571,953 to the net loss of $1,182,105.

 

We used $379,080 in operations during the six months ended June 30, 2014.

 

Investing Activities

 

During the six months ended June 30, 2015, we invested $5,215,946 in acquiring homes and $81,793 in lease origination costs, resulting in $5,297,739 of cash used for investing activities.

 

For the six months ended June 30, 2014, we used $1,584,343 of cash in investing activities to acquire homes.

 

Financing Activities

 

On March 13, 2015, we received $3,526,985 of loan proceeds per the terms of a promissory note due on April 5, 2020 secured by deeds of trust encumbering a majority of our homes located in the state of Florida. The note provides for monthly payments of interest only at a rate of 1.00% over the prime rate (the interest rate at June 30, 2015 is 4.25%) until April, 5, 2017. Thereafter monthly payments of interest and principal will be made until maturity. Loan costs totaled $137,172, resulting in $3,389,813 of net cash provided by financing activities for the six months ended June 30, 2015.

 

For the six months ended June 30, 2014, we received $8,372,270 of proceeds from the issuance of common stock, paid $290,344 of common stock issuance costs, received $1,227,100 of note proceeds, and paid $266,503 of loan fees resulting in $9,042,523 of net cash provided by financing activities.

 

Off Balance Sheet Arrangements

 

None.

 

 

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

 

As a “smaller reporting company” defined in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

 

Item 4.  Controls and Procedures.

 

Internal Control Over Financial Reporting

 

During the three months ended June 30, 2015, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934(“Exchange Act”)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting,.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act as of June 30, 2015.  Disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015

 

 

PART II - OTHER INFORMATION

 

Item 6.   Exhibits.

 

Exhibit No.		Description		Method of Filing
10.1		Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement (Jacksonville 140) dated May 14, 2015		Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2015
10.2		Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement Houston 100) dated May 11, 2015		Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2015
10.3		Contribution Agreement dated June 1, 2015 among Reven Housing REIT, Inc., Reven Housing GP, LLC and Reven Housing REIT OP, L.P.		Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2015
10.4		Agreement of Limited Partnership of Reven Housing REIT OP, LP dated June 1, 2015.		Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2015
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed herewith
101.INS		XBRL Instance Document		Filed herewith
101.SCH		XBRL Taxonomy Extension Schema Document		Filed herewith
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith
101.LAB		XBRL Taxonomy Extension Label Linkbase Document		Filed herewith
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith

 

 

 

SIGNATURES

 

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.

 

Dated: August 12, 2015	REVEN HOUSING REIT, INC.
	/s/ Chad M. Carpenter
	Chad M. Carpenter,
	Chief Executive Officer
	(Principal Executive Officer)
Dated: August 12, 2015	REVEN HOUSING REIT, INC.
	/s/ THAD L. MEYEr
	Thad L. Meyer,
	Chief Financial Officer
	(Principal Financial Officer)