UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2014
AMERICAN HOMES 4 RENT
(Exact Name of Registrant as Specified in its Charter)
Maryland |
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001-36013 |
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46-1229660 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
30601 Agoura Road, Suite 200 |
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91301 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(805) 413-5300
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On July 7, 2014, American Homes 4 Rent (the Company) filed a Current Report on Form 8-K (the Initial Report), to announce that the Company had completed the acquisition of Beazer Pre-Owned Rental Homes, Inc. (Beazer Rental Homes). This Form 8-K amends and supplements the Initial Report to include certain historical financial statements of Beazer Rental Homes as required by Item 9.01(a) of Form 8-K and pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Companys acquisition of Beazer Rental Homes.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
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Page |
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(a) |
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Financial Statements of Business Acquired Beazer Pre-Owned Rental Homes, Inc. as of December 31, 2013 and 2012, and for the years then ended. |
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4 | |
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5 | |
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6 | |
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7 | |
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8 | |
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916 | |
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(b) |
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17 | |
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18 | |
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19 | |
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20 | |
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Notes to Interim Unaudited Condensed Consolidated Financial Statements |
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2126 |
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(c) |
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Pro Forma Condensed Consolidated Financial Information (Unaudited) |
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Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements |
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27 |
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Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2014 |
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28 |
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Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2014 |
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29 |
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Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2013 |
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30 |
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements |
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3133 |
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(d) |
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34 | |
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(e) |
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Exhibits |
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23.1 Consent of Independent Auditors |
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To Beazer Pre-owned Rental Homes, Inc.
We have audited the accompanying consolidated financial statements of Beazer Pre-Owned Rental Homes, Inc. and its subsidiaries (the Company) which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in shareholders equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits 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 statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Beazer Pre-Owned Rental Homes, Inc. and its subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
As discussed in Note 11 to the consolidated financial statements, the Company was acquired on July 1, 2014 by American Homes 4 Rent. Our opinion is not modified with respect to this matter.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 15, 2014
BEAZER PRE-OWNED RENTAL HOMES, INC.
AS OF DECEMBER 31, 2013 AND 2012
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2013 |
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2012 |
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ASSETS |
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REAL ESTATE PORTFOLIO: |
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Investments in rental properties |
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$ |
212,211,349 |
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$ |
54,753,415 |
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Less: Accumulated depreciation |
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(3,515,299 |
) |
(482,869 |
) | ||
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Total real estate portfolio |
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208,696,050 |
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54,270,546 |
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CASH AND CASH EQUIVALENTS |
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13,927,928 |
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80,084,787 |
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RESTRICTED CASH |
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3,228,822 |
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155,826 |
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ACCOUNTS RECEIVABLE |
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680,110 |
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714,267 |
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FUNDS HELD IN ESCROW BY THIRD PARTIES |
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3,076,000 |
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CONTRACT DEPOSITS REFUNDABLE |
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708,900 |
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84,000 |
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PREPAIDS AND OTHER ASSETS |
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776,357 |
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109,292 |
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DEFERRED FINANCING COSTS |
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3,338,569 |
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COMPUTER EQUIPMENT Net of accumulated depreciation |
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829,840 |
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256,969 |
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TOTAL ASSETS |
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$ |
232,186,576 |
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$ |
138,751,687 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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LIABILITIES: |
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Accounts payable and accrued expenses |
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$ |
1,900,859 |
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$ |
530,948 |
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Tenant security deposits and prepaid rents |
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1,686,625 |
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359,088 |
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Dividends payable |
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50,000 |
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Debt facility |
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96,839,033 |
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Total liabilities |
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100,426,517 |
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940,036 |
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COMMITMENTS AND CONTINGENCIES (Note 3) |
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SHAREHOLDERS EQUITY: |
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Preferred stock, $0.01 par value, 100 million shares authorized, 125 and 0 shares issued and outstanding at December 31, 2013 and 2012, respectively |
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1 |
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Common stock, $0.01 par value, 300 million shares authorized, 7,669,417 and 7,575,663 shares issued and outstanding at December 31, 2013 and 2012, respectively |
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76,694 |
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75,757 |
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Additional paid-in capital |
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144,745,038 |
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141,535,881 |
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Accumulated deficit |
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(13,061,674 |
) |
(3,799,987 |
) | ||
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Total shareholders equity |
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131,760,059 |
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137,811,651 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
232,186,576 |
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$ |
138,751,687 |
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The accompanying notes are an integral part of these consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
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2013 |
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2012 |
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REVENUES: |
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Rental revenues |
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$ |
9,822,036 |
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$ |
2,661,580 |
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Commission revenues |
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166,913 |
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355,946 |
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Interest income |
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20,497 |
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60,841 |
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Total revenues |
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10,009,446 |
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3,078,367 |
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EXPENSES: |
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Property operating and maintenance expense |
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2,764,899 |
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469,912 |
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Real estate taxes |
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1,244,842 |
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215,159 |
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Homeowners association fees |
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551,677 |
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184,602 |
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Leasing and marketing expenses |
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414,097 |
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44,975 |
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General and administrative |
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4,771,682 |
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2,428,105 |
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Acquisition expense |
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887,953 |
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Interest expense |
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2,345,989 |
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Amortization expense for equity compensation |
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3,143,904 |
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2,820,154 |
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Depreciation expense |
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3,146,090 |
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715,447 |
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Total expenses |
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19,271,133 |
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6,878,354 |
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NET LOSS |
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$ |
(9,261,687 |
) |
$ |
(3,799,987 |
) |
The accompanying notes are an integral part of these consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
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Owning |
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Shareholders Capital |
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Members |
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Additional |
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Interest |
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Preferred Stock |
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Common Stock |
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Paid-In |
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Accumulated |
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(Note 1) |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Total |
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Balance as of December 31, 2011 |
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$ |
18,914,655 |
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$ |
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$ |
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$ |
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$ |
(745,185 |
) |
$ |
18,169,470 |
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Owning member contribution |
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2,328,640 |
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2,328,640 |
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Owning member share issuance (Note 1) |
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(21,243,295 |
) |
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1,000,000 |
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10,000 |
|
21,233,295 |
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Investments from shareholders |
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6,366,500 |
|
63,665 |
|
119,053,580 |
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|
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119,117,245 |
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|
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Issuance costs |
|
|
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|
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(1,302,923 |
) |
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|
(1,302,923 |
) | ||||||
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| ||||||
Vesting of restricted stock units |
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|
|
|
|
|
|
61,833 |
|
619 |
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(619 |
) |
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Founders shares vested |
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|
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|
147,330 |
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1,473 |
|
(1,473 |
) |
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Stock compensation and Founders shares amortization |
|
|
|
|
|
|
|
|
|
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|
2,820,154 |
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|
2,820,154 |
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Dividend to common shareholders |
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(50,000 |
) |
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(50,000 |
) | ||||||
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| ||||||
Other |
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|
|
|
|
|
|
|
(216,133 |
) |
745,185 |
|
529,052 |
| ||||||
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|
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|
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Net loss |
|
|
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|
|
|
|
|
|
|
|
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(3,799,987 |
) |
(3,799,987 |
) | ||||||
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Balance as of December 31, 2012 |
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|
|
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7,575,663 |
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75,757 |
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141,535,881 |
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(3,799,987 |
) |
137,811,651 |
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Vesting of restricted stock units |
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|
|
|
|
|
|
93,754 |
|
937 |
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(937 |
) |
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Stock compensation and Founders shares amortization |
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|
|
|
|
|
|
|
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|
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3,143,904 |
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|
3,143,904 |
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Issuance of preferred stock net of issuance costs |
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|
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125 |
|
1 |
|
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81,815 |
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|
81,816 |
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Dividends to preferred shareholders |
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|
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(15,625 |
) |
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|
(15,625 |
) | ||||||
|
|
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|
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|
|
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| ||||||
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,261,687 |
) |
(9,261,687 |
) | ||||||
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Balance as of December 31, 2013 |
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$ |
|
|
125 |
|
$ |
1 |
|
7,669,417 |
|
$ |
76,694 |
|
$ |
144,745,038 |
|
$ |
(13,061,674 |
) |
$ |
131,760,059 |
|
The accompanying notes are an integral part of these consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
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|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net loss |
|
$ |
(9,261,687 |
) |
$ |
(3,799,987 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
Depreciation expense |
|
3,146,090 |
|
715,447 |
| ||
Amortization expense for equity compensation |
|
3,143,904 |
|
2,820,154 |
| ||
Amortization of deferred financing costs |
|
726,942 |
|
|
| ||
Changes in assets and liabilities: |
|
|
|
|
| ||
Decrease (increase) in accounts receivable |
|
154,951 |
|
(585,124 |
) | ||
Increase in prepaids and other assets |
|
(667,065 |
) |
(165,545 |
) | ||
Increase in accounts payable and accrued expenses |
|
1,369,911 |
|
377,639 |
| ||
Increase in tenant security deposits and prepaid rents |
|
1,206,743 |
|
359,088 |
| ||
|
|
|
|
|
| ||
Net cash used in operating activities |
|
(180,211 |
) |
(278,328 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
Purchase of properties |
|
(146,335,438 |
) |
(36,204,378 |
) | ||
Additions to properties |
|
(11,122,496 |
) |
(670,376 |
) | ||
(Increase) decrease in funds held in escrow by third parties |
|
3,076,000 |
|
(2,902,343 |
) | ||
Increase in contract deposits refundable |
|
(624,900 |
) |
(71,500 |
) | ||
Increase in restricted cash |
|
(3,072,996 |
) |
(155,826 |
) | ||
Other capital expenditures |
|
(686,531 |
) |
(278,310 |
) | ||
|
|
|
|
|
| ||
Net cash used in investing activities |
|
(158,766,361 |
) |
(40,282,733 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
Proceeds from Credit Facility |
|
96,839,033 |
|
|
| ||
Proceeds from Bridge Loan |
|
38,000,000 |
|
|
| ||
Repayment of Bridge Loan |
|
(38,000,000 |
) |
|
| ||
Payment of deferred finance costs |
|
(4,065,510 |
) |
|
| ||
Capital contribution from Owning Member |
|
|
|
2,328,640 |
| ||
Issuance Costs - Initial Private Offering |
|
|
|
(800,037 |
) | ||
Proceeds from issuance of common stock |
|
|
|
119,117,245 |
| ||
Proceeds from issuance of preferred stock |
|
81,815 |
|
|
| ||
Dividends paid to common shareholders |
|
(50,000 |
) |
|
| ||
Dividends paid to preferred shareholders |
|
(15,625 |
) |
|
| ||
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
92,789,713 |
|
120,645,848 |
| ||
|
|
|
|
|
| ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
|
(66,156,859 |
) |
80,084,787 |
| ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
80,084,787 |
|
|
| ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
13,927,928 |
|
$ |
80,084,787 |
|
|
|
|
|
|
| ||
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY: |
|
|
|
|
| ||
Increase in security deposits held by/due from Rental Manager |
|
$ |
120,794 |
|
$ |
42,220 |
|
|
|
|
|
|
| ||
Prepaid Issuance costs initial private offering |
|
$ |
|
|
$ |
502,886 |
|
|
|
|
|
|
| ||
Noncash net assets received for common stock |
|
$ |
|
|
$ |
20,169,123 |
|
|
|
|
|
|
| ||
SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR Interest payments |
|
$ |
2,152,129 |
|
$ |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization Beazer Pre-Owned Rental Homes, Inc. (the Company) was formed as a corporation under the laws of the state of Maryland for the purpose of acquiring, refurbishing and leasing recently constructed, previously owned homes within select communities in the United States. The Company elected to operate as a real estate investment trust (REIT) for federal income tax purposes beginning with the Companys taxable year ended December 31, 2012.
The Company, through its REIT subsidiary, Beazer Pre-Owned Homes LLC (Beazer LLC) owned 1,267 homes of which 1,108, or 87%, were leased, and 449 homes of which 352, or 78%, were leased in Arizona, Nevada, California and Florida, as of December 31, 2013 and 2012, respectively. Prior to December 1, 2013, the Company contracted with an unrelated third-party to manage certain of the rental properties of the Company (the Rental Manager). Effective December 1, 2013, all properties are managed by a wholly owned subsidiary of the Company.
On May 3, 2012 as sole owning member of Beazer LLC, Beazer Homes USA, Inc. (Beazer Homes) contributed Beazer LLC in exchange for shares of the Companys common stock. At the time of contribution Beazer LLC held approximately $20.1 million of investments in real estate property and amounts of working capital. Because the contribution of Beazer LLC to the Company was amongst entities under common control, the accompanying financial statements do not reflect a basis change for assets and liabilities contributed. In addition, the consolidated financial statements for the year ended December 31, 2012 include the activities of Beazer LLC for the period prior to the May 3, 2012 contribution.
Also on May 3, 2012, the Company, in its initial private stock offering, received approximately $119 million in cash in exchange for shares of its common stock issued to unrelated investors.
Basis of Presentation The Companys fiscal year end is December 31. The accompanying consolidated financial statements include the accounts of the Company as of and for the years ended December 31, 2013 and 2012. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Real Estate Property acquired not subject to an existing lease is accounted for as an asset acquisition, with the property recorded at the purchase price, including acquisition costs, and allocated between land and building and improvements based upon their relative fair values at the date of acquisition. Property acquired with an existing lease is recorded as a business combination. For property acquisitions accounted for as business combinations, the land, building and improvements and the existing lease are recorded at fair value at the date of acquisition, with acquisition costs expensed as incurred.
Costs related to the construction and improvement of properties prior to rental are capitalized. Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the life of the component asset of the property. Recurring capital improvements typically include appliances, carpeting and flooring, HVAC equipment,
kitchen and bath cabinets, new roofs, site improvements and various exterior building improvements. Costs incurred on a rental turnover due to normal wear and tear by the tenant are expensed as incurred. Ordinary repairs and maintenance during the rental period are expensed as incurred. When retired or otherwise disposed of, the related asset cost and accumulated depreciation are cleared from the respective accounts and the net difference, less any amount realized from disposition, is reflected in the consolidated statement of operations.
The Company capitalizes interest for properties undergoing renovation activities. Capitalized interest associated with the Companys renovation activities totaled $661,518 and $0 for the years ended December 31, 2013 and 2012, respectively.
Management reviews its long-lived assets used in operations for impairment when, in accordance with the authoritative guidance for the impairment or disposal of long-lived assets (ASC 360-10), there is an event or change in circumstances that indicates an impairment in value. An asset is considered potentially impaired when the undiscounted future cash flows are not sufficient to recover the assets carrying value. If such indicator of impairment is present, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. We record assets held for sale at the lower of carrying value or fair value less costs to sell. The following criteria are used to determine if an asset is held for sale: management has the authority and commits to a plan to sell the asset, the asset is available for sale in its current condition, the sale is probable within one year and the property is being actively marketed at a reasonable price point.
Depreciation of Real Estate Depreciation is computed on a straight-line basis at rates based on the estimated useful life of the asset. Buildings, improvements and equipment are depreciated over 7 to 40 years, beginning the month the property is rentable. Accumulated depreciation as of December 31, 2013 and 2012 was $3,515,299 and $482,869 respectively.
Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and investments with maturities of three months or less from the date of purchase. All of the Companys cash and cash equivalents, including cash reserved for capital expenditures, are held at major commercial banks which at times may exceed the Federal Deposit Insurance Corporation limit of $250,000. Restricted cash consists of cash restricted by contractual requirements associated with our credit facility.
Accounts Receivable Accounts receivable includes amounts receivable from the Rental Manager, tenants, employees, miscellaneous receivables from non-affiliated entities and security deposits paid by tenants and held by the Rental Manager. We evaluate the collectability of accounts receivable and establish an allowance for accounts greater than 60 days past due, as applicable.
Funds Held in Escrow by Third Parties In order fund property acquisitions and to accommodate local and state auction payment requirements, the Company has placed funds with third parties. These funds are fully refundable to the Company.
Amortization of Deferred Financing Costs Amortization is computed on a straight-line basis, which approximates the effective interest method and is included in interest expense. Unamortized deferred financing costs are charged to expense upon the early repayment or extinguishment of the related financing.
Depreciation of Computer Equipment Depreciation is computed on a straight-line basis at rates based on the estimated useful life of the asset. Equipment used in the operations of the business is depreciated over a period of 3 to 5 years. Accumulated depreciation as of December 31, 2013 and 2012 was $97,215 and $21,340 respectively.
Tenant Security Deposits and Prepaid Rents Security deposits received from tenants are recorded as a liability on the Companys consolidated balance sheet. For properties managed by the Rental Manager, security deposits received from tenants are held by the Rental Manager, but are a liability of the Company. As such, the Company has recorded these deposits as an asset and a liability on the Companys consolidated balance sheet.
Revenue Recognition Pre-owned homes are rented under leases generally with a one year term. Rental income is recognized on a straight-line basis over the related lease term. As a result, deferred income is recorded whenever the tenant prepays his/her rental obligation. The Company recognizes such prepayments as deferred income until earned and amounts are presented in the consolidated balance sheets as tenant security deposits and prepaid rents. The Company sometimes acts as the buy-side broker in the purchase of rental homes and may receive a commission ranging from 2% to 3% of the purchase price. The Company recognizes these commissions as revenue when earned.
Equity Compensation The Company accounts for stock-based compensation in accordance with guidance provided under ASC 505-50, Equity-Based Payment to Non-Employees, and ASC 718, Stock Compensation. The Company calculates the fair value of equity compensation instruments at the date of grant based on estimates of their expected term, the expected volatility of and dividend yield on our common stock over this expected term and a market risk-free rate of return. The grant date fair value of restricted stock units and founders shares is based upon the price of shares received in stock offerings immediately preceding the grant. The Company recognizes amortization expense for equity compensation, net of estimated forfeitures, over the vesting period.
Use of Estimates The preparation of 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value Measurements We have no assets or liabilities that are required to be measured at fair value on a recurring basis. The fair value of our cash and cash equivalents, restricted cash, cash held in escrow, accounts receivable, contract deposits refundable, prepaids and other assets, accounts payable and accrued expenses and tenant security deposits and prepaid rents approximate their carrying amounts due to the relatively short-term nature of these assets and liabilities. As discussed above, certain of our assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. We review our long-lived assets, including real estate assets, for recoverability when factors indicate that an impairment may exist. No impairments were recorded during the years ended December 31, 2013 and 2012.
Income Taxes The Company has elected to be taxed as a REIT under the Internal Revenue Code, or the Code, and the corresponding provisions of state law. To continue to qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Companys annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its shareholders. If the Company fails to
qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Companys net income and net cash available for distribution to shareholders. The Company intends to operate in such a manner as to maintain its election for treatment as a REIT. Even with a qualified REIT status, the Company may be subject to some federal, state and local taxes on its income or property and income of its taxable REIT subsidiaries, if any will be subject to taxation at regular corporate rates.
3. COMMITMENTS AND CONTINGENCIES
Commitments As of December 31, 2013 and 2012, the Companys REIT subsidiary had entered into contracts to purchase 11 and 7 pre-owned homes in Arizona, California, Florida and Nevada totaling approximately $1.7 million and $1.1 million, respectively. These amounts relate to purchase contracts which may be cancelled prior to closing.
Contingencies In the ordinary course of its business, the Company may be subject to claims related to personal injury or property damage, most of which would be covered by liability insurance. Various claims of employment and tenant discrimination may also be periodically brought, most of which would also be covered by insurance. As of December 31, 2013, the Company did not have any such claims that were both reasonably possible and reasonably estimable.
4. RELATED PARTY TRANSACTIONS
The Company sublet office space from our shareholder, Beazer Homes, until October 31, 2013. During the years ended December 31, 2013 and 2012 the Company had incurred approximately $63,037 and $37,260, respectively for rent under the sublease. In May 2012, the Company entered into a transition services agreement with Beazer OpCo, a subsidiary of Beazer Homes. Under this agreement, Beazer OpCo provided the Company with an interim Chief Financial Officer through March 2013 and various back office and administrative support on an as-needed basis. This support is in functional areas such as tax, accounting, treasury, cash management, human resources, payroll, financial reporting and environmental and safety compliance and is provided at Beazer OpCos cost. Beazer OpCo elected to not charge the Company for services provided under the transition services agreement during the period ended December 31, 2013 and December 31, 2012. As of December 31, 2013 and 2012, the Company had outstanding employee receivables in the amount of $244,886 and $395,274, respectively for taxes paid by the Company on behalf of employees related to the vesting of certain stock awards (Note 10). The December 31, 2013 balance of $395,274 was paid in full in February 2014.
5. SUMMARY OF THE REAL ESTATE PORTFOLIO
As of December 31, 2013 and December 31, 2012, the Companys real estate portfolio consisted of the following:
|
|
Arizona |
|
California |
|
Florida |
|
Nevada |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Properties owned |
|
357 |
|
152 |
|
566 |
|
192 |
|
1,267 |
| |||||
Properties rented |
|
339 |
|
135 |
|
450 |
|
184 |
|
1,108 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Land |
|
$ |
6,283,056 |
|
$ |
7,519,144 |
|
$ |
20,823,298 |
|
$ |
3,865,218 |
|
$ |
38,490,716 |
|
Buildings |
|
36,859,111 |
|
25,210,305 |
|
76,985,508 |
|
21,700,712 |
|
160,755,636 |
| |||||
Improvements |
|
2,470,506 |
|
2,228,674 |
|
6,693,128 |
|
1,572,689 |
|
12,964,997 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in rental properties at December 31, 2013 |
|
$ |
45,612,673 |
|
$ |
34,958,123 |
|
$ |
104,501,934 |
|
$ |
27,138,619 |
|
$ |
212,211,349 |
|
|
|
Arizona |
|
California |
|
Florida |
|
Nevada |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Properties owned |
|
303 |
|
10 |
|
3 |
|
133 |
|
449 |
| |||||
Properties rented |
|
240 |
|
3 |
|
1 |
|
108 |
|
352 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Land |
|
$ |
5,175,726 |
|
$ |
267,956 |
|
$ |
74,426 |
|
$ |
2,300,060 |
|
$ |
7,818,168 |
|
Buildings |
|
30,257,437 |
|
1,563,635 |
|
436,700 |
|
13,496,491 |
|
45,754,263 |
| |||||
Improvements |
|
773,330 |
|
53,892 |
|
15,891 |
|
337,871 |
|
1,180,984 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in rental properties at December 31, 2012 |
|
$ |
36,206,493 |
|
$ |
1,885,483 |
|
$ |
527,017 |
|
$ |
16,134,422 |
|
$ |
54,753,415 |
|
6. BRIDGE LOAN
On May 15, 2013, the Company entered into a credit agreement (the Bridge Loan) for up to $50 million. The Bridge Loan had an initial term of six months with a portion of the interest payable quarterly and a portion payable at maturity or early termination. The Bridge Loan was secured by a pledge of the equity interests of certain subsidiaries and a security interest in all personal property of the Company. The Bridge Loan was fully recourse to the Company.
On July 31, 2013, the Company terminated the Bridge Loan and paid the balance in full using proceeds from a new credit facility (Note 7).
7. CREDIT FACILITY
On July 31, 2013, certain subsidiaries of the Company entered into a new revolving credit facility of up to $200 million with initial commitments of $190 million from a syndicate of banks. Each of the borrowers under the credit facility, Beazer Pre-Owned Homes LLC and Beazer Pre-Owned Homes II LLC, as well as one of the guarantors under the facility, POH Financing Trust Owner, LLC, is a special purpose, bankruptcy remote entity meaning that such entitys assets and credit (in amounts no greater than the Companys outstanding borrowings) are not available to satisfy the debts and other obligations of either the Company or any other affiliate or entity. All amounts outstanding under the credit facility are collateralized by the equity interests of certain of the Companys subsidiaries. The amounts outstanding under the credit facility and certain obligations contained therein are guaranteed by the Company only in the case of certain bad acts (including bankruptcy) and for completion of certain property renovations, as outlined in the credit documents.
Under the credit facility, the borrowers are able to draw up to 65% of the aggregate value of the eligible stabilized properties (55% for non-stabilized properties) based on the lesser of (a) the value or (b) the original purchase price plus certain renovation and other capitalized costs of the properties. The credit facility matures in July 2016 and bears interest at a varying rate of LIBOR, plus 3.25%. The credit facility will be used for the acquisition, financing and renovation of properties and other general purposes.
The credit facility does not contractually restrict the Companys ability to pay dividends but certain covenants contained therein may limit the amount of cash available for distribution. The credit facility requires that the borrowers meet certain quarterly financial tests and contain customary events of default for a facility of this type, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. Certain provisions of the credit facility require the Company to reserve cash for property renovations, interest, property repairs, insurance payments and tax payments. These reserves are presented within restricted cash on the Companys consolidated balance sheet.
Our ability to borrow under the credit facility is subject to our compliance with a number of customary financial and other covenants on an ongoing basis including; a leverage ratio not to exceed 65% on stabilized properties, a leverage ratio of not greater than 55% on non-stabilized properties, a debt service coverage ratio of not less than 1.4 to 1.0, a debt yield of not less than 7.0% as well as minimum liquidity and net worth covenants. We are in compliance with all financial and other covenants at December 31, 2013.
Costs incurred in the placement of the Companys debt are being amortized using the straight line method over the term of the related debt. For the year ended December 31, 2013, the Company incurred deferred financing costs of $4,065,510 in connection with its revolving credit facility. Amortization expense for the year ended December 31, 2013 was $726,942 and was recorded as interest expense in the consolidated statements of operations.
8. PREFERRED STOCK
In January 2013, in order to comply with IRS rules which require REITs to have at least 100 shareholders, the Company issued 125 shares of 12.5% Series A Cumulative Non-Voting Preferred Stock to a select group of individual investors for $1,000 per share. These investors were deemed to be accredited investors within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. Holders of the Series A Preferred Stock will only be entitled to limited voting rights and will not be entitled to participate in or otherwise direct the management of the Company. The preferred stock is only redeemable at the option of the Company or upon a liquidation event.
9. DIVIDENDS
In December 2012, the Companys board of directors declared a dividend on its common stock. The dividend totaled $50,000, or $0.0066 per share, and was paid on January 25, 2013 to all holders of common stock of record as of December 31, 2012. During the year ended December 31, 2013, the Company paid dividends in the amount of $15,625 to holders of our preferred stock.
10. EQUITY COMPENSATION
Restricted Stock Unit Grants As of December 31, 2013 and 2012, the Company had granted a total of 246,432 and 219,432 shares, respectively, of restricted stock units to certain of its executives and non-employee board members. Each restricted stock unit
converts to one share of common stock upon vesting. The restricted stock units generally vest ratably over three years or earlier upon attainment of certain performance criteria. As of December 31, 2013 and 2012, 93,754 and 61,833 restricted stock units, respectively, vested and were converted to common stock. Compensation cost in the amount of approximately $1.6 million and $2.1 million was recognized for the years ended December 31, 2013 and 2012 respectively, related to vested and unvested restricted stock units. Unrecognized compensation expense was $1.4 million and $2.3 million as of December 31, 2013 and 2012 respectively. The unrecognized compensation expense is expected to be recognized over a weighted average period of 1.2 years and 1.8 years respectively. There were 90,845 and 157,599 in unvested restricted stock units outstanding at December 31, 2013 and 2012, respectively.
Founders Share Grants In connection with the common stock offerings completed in 2012 and in connection with Beazer Homes service under the transition services agreement (Note 5), the Company granted shares of restricted stock units to Beazer Homes in accordance with the terms of Companys Founders Share Grant Award dated May 3, 2012 (Founders share units). Each Founders share unit converts to one share of common stock upon vesting. In accordance with the terms of this award agreement, Founders share units vest as follow: one-third upon completion of the applicable common stock offering, one-sixth each upon the first and second anniversaries of the IPO Decision Date, as defined in the grant agreement, and one-third upon the Company reaching a defined level of profitability. No value was assigned to grants vesting immediately in connection with the common stock offerings. For the remainder of the grants, the Company records the fair value of restricted stock unit awards based upon the closing stock price on the trading day immediately preceding the date of grant. The fair value per share was deemed to be $20.00 per share (based on the offering price to third-party investors preceding the grant date). As of December 31, 2012, 147,330 Founders share units had vested and had been converted to common stock. No Founders share units vested during the year ended December 31, 2013. Compensation cost in the amount of approximately $1.3 million and $0.7 million was recognized for the years ended December 31, 2013 and 2012 respectively, related to vested and unvested Founders share units. Unrecognized compensation expense was $3.9 million and $5.2 million as of December 31, 2013 and 2012, respectively, which is expected to be recognized over a weighted average period of 1.1 years and 1.5 years respectively. There were 294,660 unvested Founders Share units outstanding at December 31, 2013 and 2012.
Stock Options During the years ended December 31, 2013 and 2012, the Company issued stock options to purchase 15,500 and 89,870 shares of common stock to certain executives. The exercise price for all options is equal to the value of the stock on the grant date. The stock options vest ratably over three years or earlier upon attainment of certain performance criteria and expire on the tenth anniversary from the date the options were granted. The Company calculated the per-share fair value of the stock options granted using the Black-Scholes method. The underlying valuation assumptions were:
Dividend yield |
|
4.75 |
% |
Expected volatility |
|
55.29 |
% |
Risk-free interest rate |
|
0.82 |
% |
Expected option term (years) |
|
5 |
|
Since the Company has no operating history in the public equity market, the expected volatility assumption was derived from the observed historical volatility of the common stock prices of a select group of peer companies within the REIT industry that most closely approximate the Companys size, capitalization, leverage, line of business and geographic focus markets.
The risk-free rate assumption was obtained from the treasury constant maturities nominal yield table obtained from the Federal Reserve. There were 88,034 and 89,870 in unvested stock options outstanding at December 31, 2013 and 2012. The fair value of the stock options was calculated to be $5.00 and $6.48 per share during the years ended December 31, 2013 and 2012, respectively, and will be amortized over the applicable vesting period of each grant. Compensation cost in the amount of $198,472 and $100,000 was recognized for the years ended December 31, 2013 and 2012, respectively, related to vested and unvested stock options.
11. SUBSEQUENT EVENTS
The Company evaluated subsequent events through September 15, 2014, which represents the date the financial statements were issued. Except as disclosed herein, no other subsequent events were identified.
On July 1, 2014, the Company was acquired by American Homes 4 Rent in exchange for 8,158,001 Class A common shares in American Homes 4 Rent, $5.0 million of cash to be held in an indemnification escrow and extinguishment of approximately $108.2 million outstanding under the Companys credit facility.
On June 30, 2014 the Company fully redeemed all 125 shares of the Preferred Stock. As of June 30, 2014 there was no preferred stock outstanding.
* * * * * *
Beazer Pre-Owned Rental Homes, Inc.
Unaudited Interim Condensed Consolidated Financial Statements (Prepared in accordance with US GAAP) as of June 30, 2014 and December 31, 2013, and for the Six-Month Periods Ended June 30, 2014 and June 30, 2013
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2014 AND DECEMBER 31, 2013
|
|
June 30, |
|
December 31, |
| ||
|
|
2014 |
|
2013 |
| ||
|
|
(Unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
REAL ESTATE PORTFOLIO: |
|
|
|
|
| ||
Investments in rental properties |
|
$ |
234,270,862 |
|
$ |
212,211,349 |
|
Less: Accumulated depreciation |
|
(6,128,185 |
) |
(3,515,299 |
) | ||
|
|
|
|
|
| ||
Total real estate portfolio |
|
228,142,677 |
|
208,696,050 |
| ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS |
|
7,850,508 |
|
13,927,928 |
| ||
|
|
|
|
|
| ||
RESTRICTED CASH |
|
4,598,294 |
|
3,228,822 |
| ||
|
|
|
|
|
| ||
ACCOUNTS RECEIVABLE |
|
369,906 |
|
680,110 |
| ||
|
|
|
|
|
| ||
CONTRACT DEPOSITS REFUNDABLE |
|
72,000 |
|
708,900 |
| ||
|
|
|
|
|
| ||
PREPAIDS AND OTHER ASSETS |
|
589,969 |
|
776,357 |
| ||
|
|
|
|
|
| ||
DEFERRED FINANCING COSTS |
|
2,690,961 |
|
3,338,569 |
| ||
|
|
|
|
|
| ||
COMPUTER EQUIPMENT net of accumulated depreciation |
|
1,168,325 |
|
829,840 |
| ||
|
|
|
|
|
| ||
TOTAL ASSETS |
|
$ |
245,482,640 |
|
$ |
232,186,576 |
|
|
|
|
|
|
| ||
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
LIABILITIES: |
|
|
|
|
| ||
Accounts payable and accrued expenses |
|
$ |
1,669,768 |
|
$ |
1,900,859 |
|
Tenant security deposits and prepaid rents |
|
1,952,083 |
|
1,686,625 |
| ||
Debt facility |
|
112,696,123 |
|
96,839,033 |
| ||
|
|
|
|
|
| ||
Total liabilities |
|
116,317,974 |
|
100,426,517 |
| ||
|
|
|
|
|
| ||
COMMITMENTS AND CONTINGENCIES (NOTE 3) |
|
|
|
|
| ||
|
|
|
|
|
| ||
SHAREHOLDERS EQUITY: |
|
|
|
|
| ||
Preferred stock, $0.01 par value, 100 million shares authorized, 0 and 125 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively |
|
|
|
1 |
| ||
Common stock, $0.01 par value, 300 million shares authorized, 7,692,289 and 7,669,417 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively |
|
76,922 |
|
76,694 |
| ||
Additional paid-in capital |
|
145,582,743 |
|
144,745,038 |
| ||
Accumulated deficit |
|
(16,494,999 |
) |
(13,061,674 |
) | ||
|
|
|
|
|
| ||
Total shareholders equity |
|
129,164,666 |
|
131,760,059 |
| ||
|
|
|
|
|
| ||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
$ |
245,482,640 |
|
$ |
232,186,576 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
REVENUES: |
|
|
|
|
| ||
Rental revenues |
|
$ |
9,754,585 |
|
$ |
3,039,556 |
|
Commission revenues |
|
18,571 |
|
119,163 |
| ||
Interest income |
|
1,094 |
|
15,678 |
| ||
|
|
|
|
|
| ||
Total revenues |
|
9,774,250 |
|
3,174,397 |
| ||
|
|
|
|
|
| ||
EXPENSES |
|
|
|
|
| ||
Property operating and maintenance expense |
|
2,507,002 |
|
808,938 |
| ||
Real estate taxes |
|
1,217,419 |
|
410,724 |
| ||
Homeowners association fees |
|
474,015 |
|
199,165 |
| ||
Leasing and marketing expenses |
|
236,226 |
|
141,703 |
| ||
General, administrative, and acquisition costs |
|
2,286,070 |
|
2,332,964 |
| ||
Interest expense |
|
2,565,246 |
|
511,437 |
| ||
Amortization expense for equity compensation |
|
1,237,305 |
|
1,755,772 |
| ||
Depreciation expense |
|
2,684,292 |
|
932,650 |
| ||
|
|
|
|
|
| ||
Total expenses |
|
13,207,575 |
|
7,093,353 |
| ||
|
|
|
|
|
| ||
NET LOSS |
|
$ |
(3,433,325 |
) |
$ |
(3,918,956 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net loss |
|
$ |
(3,433,325 |
) |
$ |
(3,918,956 |
) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
| ||
Depreciation and amortization |
|
2,684,292 |
|
932,650 |
| ||
Amortization expense for equity compensation |
|
1,237,305 |
|
1,755,772 |
| ||
Amortization of deferred financing costs |
|
648,001 |
|
|
| ||
Changes in assets and liabilities: |
|
|
|
|
| ||
Decrease in accounts receivable |
|
310,204 |
|
138,274 |
| ||
Increase in prepaids and other assets |
|
(80,978 |
) |
(842,557 |
) | ||
Increase (decrease) in accounts payable and accrued expenses |
|
(231,091 |
) |
1,588,762 |
| ||
Increase in tenant security deposits and prepaid rents |
|
265,458 |
|
46,273 |
| ||
|
|
|
|
|
| ||
Net cash provided by (used in) operating activities |
|
1,399,866 |
|
(299,782 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
Purchase of and additions to properties |
|
(22,059,513 |
) |
(95,796,787 |
) | ||
Increase in funds held in escrow by third parties |
|
|
|
(717,695 |
) | ||
Increase (decrease) in contract deposits refundable |
|
636,900 |
|
(1,216,157 |
) | ||
Increase in restricted cash |
|
(1,369,472 |
) |
(330,166 |
) | ||
Other capital expenditures |
|
(396,584 |
) |
(272,403 |
) | ||
|
|
|
|
|
| ||
Net cash used in investing activities |
|
(23,188,669 |
) |
(98,333,208 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
Proceeds from Credit Facility |
|
20,646,136 |
|
|
| ||
Repayments on Credit Facility |
|
(4,789,046 |
) |
|
| ||
Proceeds from Bridge Loan |
|
|
|
25,000,000 |
| ||
Payment of deferred finance costs |
|
(393 |
) |
|
| ||
Proceeds from issuance of common stock |
|
|
|
|
| ||
Proceeds from issuance of preferred stock |
|
|
|
81,815 |
| ||
Redemption of preferred stock |
|
(145,314 |
) |
|
| ||
Dividends paid to common shareholders |
|
|
|
(50,000 |
) | ||
Dividends paid to preferred shareholders |
|
|
|
(7,812 |
) | ||
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
15,711,383 |
|
25,024,003 |
| ||
|
|
|
|
|
| ||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
(6,077,420 |
) |
(73,608,987 |
) | ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS Beginning of period |
|
13,927,928 |
|
80,084,787 |
| ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS End of period |
|
$ |
7,850,508 |
|
$ |
6,475,800 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BEAZER PRE-OWNED RENTAL HOMES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2014 AND DECEMBER 31, 2013, AND FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2014 AND 2013
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization Beazer Pre-Owned Rental Homes, Inc. (the Company) was formed as a corporation under the laws of the state of Maryland for the purpose of acquiring, refurbishing and leasing recently constructed, previously owned homes within select communities in the United States. The Company elected to operate as a real estate investment trust (REIT) for federal income tax purposes beginning with the Companys taxable year ended December 31, 2012.
The Company, through its REIT subsidiary, Beazer Pre-Owned Homes LLC (Beazer LLC) owned 1,372 homes of which 1,284, or 94%, and 1,267 homes of which 1,108, or 87%, were leased in Arizona, Nevada, California and Florida, as of June 30, 2014 and as of December 31, 2013 respectively. Prior to December 1, 2013, the Company has contracted with an unrelated third-party to manage certain of the rental properties of the Company (the Rental Manager). Effective December 1, 2013, all properties are managed by a wholly owned subsidiary of the Company.
Basis of Presentation The accompanying interim, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. These financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly our financial position as of June 30, 2014, our results of operations for the six months ended June 30, 2014 and 2013, and cash flows for the six months ended June 30, 2014 and 2013. The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Real Estate Property acquired not subject to an existing lease is accounted for as an asset acquisition, with the property recorded at the purchase price, including acquisition costs, and allocated between land and building and improvements based upon their relative fair values at the date of acquisition. Property acquired with an existing lease is recorded as a business combination. For property acquisitions accounted for as business combinations, the land, building and improvements and the existing lease are recorded at fair value at the date of acquisition, with acquisition costs expensed as incurred.
Costs related to the construction and improvement of properties prior to rental are capitalized. Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the life of the component asset of the property. Recurring capital improvements typically include appliances, carpeting and flooring, HVAC equipment, kitchen and bath cabinets, new roofs, site improvements and various exterior building improvements. Costs incurred on a rental turnover due to normal wear and tear by the tenant are expensed as incurred. Ordinary repairs and maintenance during the rental period are expensed as incurred. When retired or otherwise disposed of, the related asset cost and accumulated depreciation are
cleared from the respective accounts and the net difference, less any amount realized from disposition, is reflected in the consolidated statement of operations.
Management reviews its long-lived assets used in operations for impairment when, in accordance with the authoritative guidance for the accounting for the impairment or disposal of long-lived assets (ASC 360-10), there is an event or change in circumstances that indicates an impairment in value. An asset is considered potentially impaired when the undiscounted future cash flows are not sufficient to recover the assets carrying value. If such indicator of impairment is present, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. We record assets held for sale at the lower of carrying value or fair value less costs to sell. The following criteria are used to determine if an asset is held for sale: management has the authority and commits to a plan to sell the asset, the asset is available for sale in its current condition, the sale is probable within one year and the property is being actively marketed at a reasonable price point.
Depreciation of Real Estate Depreciation is computed on a straight-line basis at rates based on the estimated useful life of the asset. Buildings, improvements and equipment are depreciated over 7 to 40 years, beginning the month the property is rentable. Accumulated depreciation as of June 30, 2014 and December 31, 2013 was $6,128,185 and $3,515,299, respectively.
Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and investments with maturities of three months or less from the date of purchase. All of the Companys cash and cash equivalents, including cash reserved for capital expenditures, are held at major commercial banks which at times may exceed the Federal Deposit Insurance Corporation limit of $250,000. Restricted cash consists of cash restricted by contractual requirements associated with our credit facility.
Accounts Receivable Accounts receivable includes amounts receivable from the Rental Manager, tenants, employees, miscellaneous receivables from non-affiliated entities and security deposits paid by tenants and held in escrow by the Rental Manager. We evaluate the collectability of accounts receivable and establish an allowance for accounts greater than 60 days past due, as applicable.
Amortization of Deferred Financing Costs Amortization is computed on a straight-line basis, which approximates the effective interest method and is included in interest expense. Unamortized deferred financing costs are charged to expense upon the early repayment or extinguishment of the related financing.
Depreciation of Computer Systems Depreciation is computed on a straight-line basis at rates based on the estimated useful life of the asset. Equipment used in the operations of the business is depreciated over a period of 3 to 5 years. Accumulated depreciation was $155,314 and $97,215 as of June 30, 2014 and December 31, 2013, respectively.
Tenant Security Deposits and Prepaid Rents Security deposits received from tenants are recorded as a liability on the Companys consolidated balance sheet. For properties managed by the Rental Manager, security deposits received from tenants are held in an escrow account by the Rental Manager, but are a liability of the Company. As such, the Company has recorded these deposits as an asset and a liability on the Companys consolidated balance sheet.
Revenue Recognition Pre-owned homes are rented under leases generally with a one year term. Rental income is recognized on a straight-line basis over the related lease term. As a result, deferred income is recorded whenever the tenant prepays his/her rental obligation. The Company recognizes such prepayments as deferred income until earned. The Company sometimes acts as
the buy-side broker in the purchase of rental homes and may receive a commission ranging from 2% to 3% of the purchase price. The Company recognizes these commissions as revenue when earned.
Equity Compensation The Company accounts for stock-based compensation in accordance with guidance provided under ASC 505, Equity-Based Payment to Non-Employees, and ASC 718, Stock Compensation. The Company calculates the fair value of equity compensation instruments at the date of grant based on estimates of their expected term, the expected volatility of and dividend yield on our common stock over this expected term and a market risk-free rate of return. The grant date fair value of restricted stock units and founders shares is based upon the price of shares received in stock offerings immediately preceding the grant. The Company recognizes amortization expense for equity compensation, net of estimated forfeitures, over the vesting period.
Use of Estimates The preparation of 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value Measurements We have no assets or liabilities that are required to be measured at fair value on a recurring basis. The fair value of our cash and cash equivalents, restricted cash, cash held in escrow, accounts receivable, contract deposits refundable, prepaids and other assets, accounts payable and accrued expenses and tenant security deposits and prepaid rents approximate their carrying amounts due to the relatively short-term nature of these assets and liabilities. As discussed above, certain of our assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. We review our long-lived assets, including real estate assets, for recoverability when factors indicate that an impairment may exist.
Income Taxes The Company has elected to be taxed as a REIT under the Internal Revenue Code, or the Code, and the corresponding provisions of state law. To continue to qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Companys annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its shareholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Companys net income and net cash available for distribution to shareholders. The Company intends to operate in such a manner as to maintain its election for treatment as a REIT. Even with a qualified REIT status, the Company may be subject to some federal, state and local taxes on its income or property and income of its taxable REIT subsidiaries, if any will be subject to taxation at regular corporate rates.
3. COMMITMENTS AND CONTINGENCIES
Commitments As of June 30, 2014, the Companys REIT subsidiary had entered into contracts to purchase 1 pre-owned home in Florida and also had 6 homes in Florida and Nevada in pending short-sale acquisitions.
Contingencies In the ordinary course of its business, the Company may be subject to claims related to personal injury or property damage, most of which would be covered by liability insurance. Various claims of employment and tenant discrimination may also be periodically brought, most of which would also be covered by insurance. As of June 30, 2014, the Company did not have any such claims that were both reasonably possible and reasonably estimable.
4. RELATED PARTY TRANSACTIONS
In May 2012, the Company entered into a transition services agreement with Beazer OpCo, a subsidiary of Beazer Homes. Under this agreement, Beazer OpCo provided the Company with an interim Chief Financial Officer through May 2013 and various back office and administrative support on an as-needed basis. This support is in functional areas such as tax, accounting, treasury, cash management, human resources, payroll, financial reporting and environmental and safety compliance and is provided at Beazer OpCos cost. Beazer OpCo elected to not charge the Company for services provided under the transition services agreement.
5. SUMMARY OF THE REAL ESTATE PORTFOLIO
As of June 30, 2014 and December 31, 2013, the Companys real estate portfolio consisted of the following:
|
|
Arizona |
|
California |
|
Florida |
|
Nevada |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Properties owned |
|
358 |
|
155 |
|
667 |
|
192 |
|
1,372 |
| |||||
Properties rented |
|
334 |
|
144 |
|
629 |
|
177 |
|
1,284 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Land |
|
$ |
6,349,268 |
|
$ |
7,660,826 |
|
$ |
24,640,547 |
|
$ |
3,865,218 |
|
$ |
42,515,859 |
|
Buildings |
|
37,075,253 |
|
25,685,725 |
|
91,001,075 |
|
21,708,849 |
|
175,470,902 |
| |||||
Improvements |
|
2,683,327 |
|
2,587,734 |
|
9,339,603 |
|
1,673,437 |
|
16,284,101 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in rental properties as of June 30, 2014 |
|
$ |
46,107,848 |
|
$ |
35,934,285 |
|
$ |
124,981,225 |
|
$ |
27,247,504 |
|
$ |
234,270,862 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
Arizona |
|
California |
|
Florida |
|
Nevada |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Properties owned |
|
357 |
|
152 |
|
566 |
|
192 |
|
1,267 |
| |||||
Properties rented |
|
339 |
|
135 |
|
450 |
|
184 |
|
1,108 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Land |
|
$ |
6,283,056 |
|
$ |
7,519,144 |
|
$ |
20,823,298 |
|
$ |
3,865,218 |
|
$ |
38,490,716 |
|
Buildings |
|
36,859,111 |
|
25,210,305 |
|
76,985,508 |
|
21,700,712 |
|
160,755,636 |
| |||||
Improvements |
|
2,470,506 |
|
2,228,674 |
|
6,693,128 |
|
1,572,689 |
|
12,964,997 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in rental properties as of December 31, 2013 |
|
$ |
45,612,673 |
|
$ |
34,958,123 |
|
$ |
104,501,934 |
|
$ |
27,138,619 |
|
$ |
212,211,349 |
|
6. BRIDGE LOAN
On May 15, 2013, the Company entered into a credit agreement (the Bridge Loan) for up to $50 million. The Bridge Loan had an initial term of six months with a portion of the interest payable quarterly and a portion payable at maturity or early termination. The Bridge Loan was secured by a pledge of the equity interests of certain subsidiaries and a security interest in all personal property of the Company. The Bridge Loan was fully recourse to the Company.
On July 31, 2013, the Company terminated the Bridge Loan and paid the balance in full using proceeds from a new credit facility (Note 7).
7. CREDIT FACILITY
On July 31, 2013, certain subsidiaries of the Company entered into a new revolving credit facility of up to $200 million with initial commitments of $190 million from a syndicate of banks. Each of the borrowers under the credit facility, Beazer Pre-Owned Homes LLC and Beazer Pre-Owned Homes II LLC, as well as one of the guarantors under the facility, POH Financing Trust Owner, LLC, is a special purpose, bankruptcy remote entity meaning that such entitys assets and credit (in amounts no greater than the Companys outstanding borrowings) are not available to satisfy the debts and other obligations of either the Company or any other affiliate or entity. All amounts outstanding under the credit facility are collateralized by the equity interests of certain of the Companys subsidiaries. The amounts outstanding under the credit facility and certain obligations contained therein are guaranteed by the Company only in the case of certain bad acts (including bankruptcy) and for completion of certain property renovations, as outlined in the credit documents.
Under the credit facility, the borrowers are able to draw up to 65% of the aggregate value of the eligible stabilized properties (55% for non-stabilized properties) based on the lesser of (a) the value or (b) the original purchase price plus certain renovation and other capitalized costs of the properties. The credit facility matures in July 2016 and bears interest at a varying rate of LIBOR, plus 3.25%. The credit facility will be used for the acquisition, financing and renovation of properties and other general purposes.
The credit facility does not contractually restrict the Companys ability to pay dividends but certain covenants contained therein may limit the amount of cash available for distribution. The credit facility requires that the borrowers meet certain quarterly financial tests and contain customary events of default for a facility of this type, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. Certain provisions of the credit facility require the Company to reserve cash for property renovations, interest, property repairs, insurance payments and tax payments. These reserves are presented within restricted cash on the Companys consolidated balance sheet.
Our ability to borrow under the credit facility is subject to our compliance with a number of customary financial and other covenants on an ongoing basis including; a leverage ratio not to exceed 65% on stabilized properties, a leverage ratio of not greater than 55% on non-stabilized properties, a debt service coverage ratio of not less than 1.4 to 1.0, a debt yield of not less than 7.0% as well as minimum liquidity and net worth covenants. We are in compliance with all financial and other covenants at June 30, 2014.
Costs incurred in the placement of the Companys debt are being amortized using the straight line method over the term of the related debt. As of June 30, 2014 and December 31, 2013, the Company had incurred deferred financing costs of $4,065,903 and $4,065,510 in connection with its revolving credit facility. Amortization expense for the six months ended June 30, 2014 and June 30, 2013 was $648,000 and $0, respectively, and was recorded as interest expense in the consolidated statements of operations.
8. PREFERRED STOCK
In January 2013, in order to comply with IRS rules which require REITs to have at least 100 shareholders, the Company issued 125 shares of 12.5% Series A Cumulative Non-Voting Preferred Stock to a select group of individual investors for $1,000 per share. These investors were deemed to be accredited investors within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. Holders of the Series A Preferred Stock will only be entitled to limited voting rights and will not be entitled to participate in or otherwise direct the management of the Company.
On June 30, 2014 the Company fully redeemed all 125 shares of the Preferred Stock. As of June 30, 2014 there was no preferred stock outstanding.
9. DIVIDENDS
In December 2012, the Companys board of directors declared a dividend on its common stock. The dividend totaled $50,000, or $0.0066 per share, and was paid on January 25, 2013 to all holders of common stock of record as of December 31, 2012. During the six months ended June 30, 2013, the Company paid dividends in the amount of $7,812 to holders of its preferred stock.
10. SUBSEQUENT EVENTS
The Company evaluated subsequent events through September 15, 2014, which represents the date the financial statements were issued. Except as disclosed herein, no other subsequent events were identified. On July 1, 2014, the Company was acquired by American Homes 4 Rent in exchange for 8,158,001 Class A common shares in American Homes 4 Rent, $5.0 million of cash to be held in an indemnification escrow and extinguishment of approximately $108.2 million outstanding under the Companys credit facility.
* * * * * *
AMERICAN HOMES 4 RENT
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 1, 2014, American Homes 4 Rent (the Company) acquired Beazer Pre-Owned Rental Homes, Inc. (Beazer Rental Homes) in exchange for 8,158,001 Class A common shares in the Company, $5.0 million of cash to be held in an indemnification escrow and extinguishment of $108.2 million outstanding under the Beazer Rental Homes credit facility (the Beazer Rental Homes Acquisition). As part of the Beazer Rental Homes Acquisition, the Company acquired a portfolio of 1,372 single-family properties located in California, Nevada, Arizona and Florida.
The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2014, has been prepared as if the Beazer Rental Homes Acquisition had occurred as of that date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014, and for the year ended December 31, 2013, have been prepared as if the Beazer Rental Homes Acquisition had occurred as of January 1, 2013.
In the opinion of the Companys management, the unaudited pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effects of the Beazer Rental Homes Acquisition. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma condensed consolidated financial statements are based on estimates and assumptions that are preliminary and are not necessarily, and should not be, assumed to be an indication of the results that would have been achieved had the Beazer Rental Homes Acquisition been completed as of the dates indicated or that may be achieved in the future. The final valuation and purchase price allocation of the Beazer Rental Homes Acquisition is not yet complete; its completion may cause material differences in the information presented.
AMERICAN HOMES 4 RENT
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2014
(Amounts in thousands)
|
|
|
|
(B) |
|
|
| |||
|
|
|
|
Beazer |
|
|
| |||
|
|
(A) |
|
Rental |
|
|
| |||
|
|
Company |
|
Homes |
|
Company |
| |||
|
|
Historical |
|
Acquisition |
|
Pro Forma |
| |||
ASSETS |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
SINGLE-FAMILY PROPERTIES: |
|
|
|
|
|
|
| |||
Land |
|
$ |
847,564 |
|
$ |
50,743 |
(C) |
$ |
898,307 |
|
Building and improvements |
|
3,758,122 |
|
202,972 |
(C) |
3,961,094 |
| |||
Single-family properties held for sale |
|
5,012 |
|
|
|
5,012 |
| |||
|
|
|
|
|
|
|
| |||
|
|
4,610,698 |
|
253,715 |
|
4,864,413 |
| |||
|
|
|
|
|
|
|
| |||
Less: accumulated depreciation |
|
(126,904 |
) |
|
|
(126,904 |
) | |||
|
|
|
|
|
|
|
| |||
Single-family properties net |
|
4,483,794 |
|
253,715 |
|
4,737,509 |
| |||
|
|
|
|
|
|
|
| |||
CASH AND CASH EQUIVALENTS |
|
239,075 |
|
2,423 |
(C) |
241,498 |
| |||
|
|
|
|
|
|
|
| |||
RESTRICTED CASH |
|
46,912 |
|
6,806 |
(C) |
53,718 |
| |||
|
|
|
|
|
|
|
| |||
RENT AND OTHER RECEIVABLES Net |
|
5,646 |
|
250 |
(C) |
5,896 |
| |||
|
|
|
|
|
|
|
| |||
ESCROW DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS |
|
56,110 |
|
767 |
(C) |
56,877 |
| |||
|
|
|
|
|
|
|
| |||
DEFERRED COSTS AND OTHER INTANGIBLES Net |
|
30,365 |
|
|
|
30,365 |
| |||
|
|
|
|
|
|
|
| |||
GOODWILL |
|
120,655 |
|
|
|
120,655 |
| |||
|
|
|
|
|
|
|
| |||
TOTAL ASSETS |
|
$ |
4,982,557 |
|
$ |
263,961 |
|
$ |
5,246,518 |
|
|
|
|
|
|
|
|
| |||
LIABILITIES |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
CREDIT FACILITY |
|
$ |
481,000 |
|
$ |
125,878 |
(D) |
$ |
606,878 |
|
|
|
|
|
|
|
|
| |||
ASSET-BACKED SECURITIZATION |
|
480,970 |
|
|
|
480,970 |
| |||
|
|
|
|
|
|
|
| |||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
|
117,486 |
|
5,891 |
(C) |
123,377 |
| |||
|
|
|
|
|
|
|
| |||
AMOUNTS PAYABLE TO AFFILIATES |
|
6,598 |
|
|
|
6,598 |
| |||
|
|
|
|
|
|
|
| |||
CONTINGENTLY CONVERTIBLE SERIES E UNITS LIABILITY |
|
74,638 |
|
|
|
74,638 |
| |||
|
|
|
|
|
|
|
| |||
PREFERRED SHARES DERIVATIVE LIABILITY |
|
55,670 |
|
|
|
55,670 |
| |||
|
|
|
|
|
|
|
| |||
Total liabilities |
|
1,216,362 |
|
131,769 |
|
1,348,131 |
| |||
|
|
|
|
|
|
|
| |||
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
EQUITY: |
|
|
|
|
|
|
| |||
Shareholders equity: |
|
|
|
|
|
|
| |||
Class A common shares |
|
1,848 |
|
82 |
(E) |
1,930 |
| |||
Class B common shares |
|
6 |
|
|
|
6 |
| |||
Preferred shares |
|
171 |
|
|
|
171 |
| |||
Additional paid-in capital |
|
3,160,486 |
|
144,722 |
(F) |
3,305,208 |
| |||
Accumulated deficit |
|
(107,956 |
) |
(12,612 |
)(G) |
(120,568 |
) | |||
Accumulated other comprehensive loss |
|
(212 |
) |
|
|
(212 |
) | |||
|
|
|
|
|
|
|
| |||
Total shareholders equity |
|
3,054,343 |
|
132,192 |
|
3,186,535 |
| |||
|
|
|
|
|
|
|
| |||
Noncontrolling interest |
|
711,852 |
|
|
|
711,852 |
| |||
|
|
|
|
|
|
|
| |||
Total equity |
|
3,766,195 |
|
132,192 |
|
3,898,387 |
| |||
|
|
|
|
|
|
|
| |||
TOTAL LIABILITIES AND EQUITY |
|
$ |
4,982,557 |
|
$ |
263,961 |
|
$ |
5,246,518 |
|
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
AMERICAN HOMES 4 RENT
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(Amounts in thousands, except share data)
|
|
|
|
(I) |
|
|
|
|
| ||||
|
|
|
|
Beazer |
|
|
|
|
| ||||
|
|
(H) |
|
Rental |
|
|
|
|
| ||||
|
|
Company |
|
Homes |
|
Pro Forma |
|
Company |
| ||||
|
|
Historical |
|
Historical |
|
Adjustments |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
REVENUES: |
|
|
|
|
|
|
|
|
| ||||
Rents from single-family properties |
|
$ |
162,632 |
|
$ |
9,754 |
|
$ |
|
|
$ |
172,386 |
|
Fees from single-family properties |
|
3,247 |
|
|
|
|
|
3,247 |
| ||||
Tenant charge-backs |
|
5,028 |
|
|
|
|
|
5,028 |
| ||||
Other |
|
675 |
|
20 |
|
|
|
695 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
171,582 |
|
9,774 |
|
|
|
181,356 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
Property operating expenses |
|
81,450 |
|
4,435 |
|
|
|
85,885 |
| ||||
General and administrative expense |
|
10,777 |
|
2,279 |
|
(400 |
)(J) |
12,656 |
| ||||
Advisory fees |
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
5,390 |
|
2,565 |
|
(733 |
)(K) |
7,222 |
| ||||
Noncash share-based compensation expense |
|
1,144 |
|
1,237 |
  |