Exhibit 99.2
BlackRock Diamond Property Fund, Inc.
Consolidated Financial Statements for the years ended
December 31, 2007 and 2006
BlackRock Diamond Property Fund, Inc.
Table of Contents
Page | ||
Report of Independent Auditors |
1 | |
Consolidated Financial Statements for the years ended December 31, 2007 and 2006 |
||
Consolidated Statements of Net Assets |
2 | |
Consolidated Statements of Operations |
3 | |
Consolidated Statements of Changes in Net Assets |
4 | |
Consolidated Statements of Cash Flows |
5 | |
Schedule of Real Estate Investments |
6-7 | |
Notes to Consolidated Financial Statements |
8-17 |
Report of Independent Auditors
To the Board of Directors and Shareholders of
BlackRock Diamond Property Fund, Inc.:
In our opinion, the accompanying consolidated statements of net assets, and the related statements of operations and changes in net assets, of cash flows and the schedule of real estate investments present fairly, in all material respects, the financial position of BlackRock Diamond Property Fund, Inc. and subsidiaries (the “Fund”) at December 31, 2007 and 2006, and the results of their operations and changes in net assets and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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 of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 28, 2008
1
BlackRock Diamond Property Fund, Inc.
Consolidated Statements of Net Assets
December 31, | ||||||
2007 | 2006 | |||||
Assets: |
||||||
Investments in Real Estate at Estimated Fair Value (Cost - $707,997,807 and $313,697,048) |
$ | 772,994,426 | $ | 336,759,990 | ||
Loans Receivable at Estimated Fair Value (Cost: $105,944,071 and $0) |
105,896,691 | — | ||||
Real Estate Investment Partnerships at Estimated Fair Value (Cost - $456,510,429 and $303,822,706) |
595,343,826 | 343,374,042 | ||||
Total Real Estate Investments |
1,474,234,943 | 680,134,032 | ||||
Cash & Cash Equivalents |
5,744,134 | 37,156,542 | ||||
Restricted Cash |
7,534,599 | 3,633,888 | ||||
Prepaid and Other Assets |
13,895,057 | 21,023,329 | ||||
Deferred Costs, net |
10,690,513 | 2,937,649 | ||||
Total Assets |
1,512,099,246 | 744,885,440 | ||||
Liabilities: |
||||||
Credit Facilities |
142,500,000 | 70,206,317 | ||||
Mortgage Loans Payable |
409,345,936 | 162,904,737 | ||||
Accounts Payable and Accrued Expenses |
10,042,473 | 7,148,639 | ||||
Investment Management and Incentive Fees - related party |
11,373,889 | 5,960,643 | ||||
Dividends Payable |
515,863 | 1,207,894 | ||||
Total Liabilities |
573,778,161 | 247,428,230 | ||||
Net Assets |
$ | 938,321,085 | $ | 497,457,210 | ||
Shares Issued and Outstanding: |
||||||
Preferred Redeemable Stock |
184.0000 | 135.0000 | ||||
Common Stock |
5,818.4114 | 3,643.7970 | ||||
Share Value: |
||||||
Preferred Redeemable Stock |
$ | 1,000.00 | $ | 1,000.00 | ||
Common Stock |
$ | 161,235.95 | $ | 136,484.61 | ||
See notes to consolidated financial statements
2
BlackRock Diamond Property Fund, Inc.
Consolidated Statements of Operations
Years ended December 31, | ||||||||
2007 | 2006 | |||||||
Investment Income: |
||||||||
Rental Revenues from Investments in Real Estate |
$ | 26,695,349 | $ | 14,491,497 | ||||
Income from Real Estate Investment Partnerships |
1,797,676 | 4,483,989 | ||||||
Income from Loans Receivable |
1,518,264 | — | ||||||
Interest Income |
2,172,744 | 686,339 | ||||||
Total Investment Income |
32,184,033 | 19,661,825 | ||||||
Investment Expenses: |
||||||||
Property Operating |
10,711,362 | 5,275,777 | ||||||
Interest |
21,361,838 | 9,300,846 | ||||||
Other |
4,204,969 | 1,602,091 | ||||||
Total Investment Expenses |
36,278,169 | 16,178,714 | ||||||
Investment (Loss) / Income Before Investment Management and Incentive Fees |
(4,094,136 | ) | 3,483,111 | |||||
Investment Management and Incentive Fees - related party |
10,522,817 | 6,169,721 | ||||||
Net Investment Loss |
(14,616,953 | ) | (2,686,610 | ) | ||||
Net Realized and Unrealized Gain on Real Estate Investments | 142,788,362 | 51,099,957 | ||||||
Net Increase in Net Assets Resulting from Operations |
$ | 128,171,409 | $ | 48,413,347 | ||||
See notes to consolidated financial statements
3
BlackRock Diamond Property Fund, Inc.
Consolidated Statements of Changes in Net Assets
Years ended December 31, | ||||||||
2007 | 2006 | |||||||
Net Increase in Net Assets resulting from Operations |
$ | 128,171,409 | $ | 48,413,347 | ||||
Capital Transactions |
||||||||
Issuance of Stock |
446,031,068 | 262,638,081 | ||||||
Redemption of Stock |
(128,973,485 | ) | (26,875 | ) | ||||
Dividends |
(4,365,117 | ) | (4,559,164 | ) | ||||
Net Increase in Net Assets resulting from Capital Transactions |
312,692,466 | 258,052,042 | ||||||
Total Increase in Net Assets |
440,863,875 | 306,465,389 | ||||||
Net Assets |
||||||||
Beginning of Year |
497,457,210 | 190,991,821 | ||||||
End of Year |
$ | 938,321,085 | $ | 497,457,210 | ||||
See notes to consolidated financial statements
4
BlackRock Diamond Property Fund, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, | ||||||||
2007 | 2006 | |||||||
Cash Flow from Operating Activities: |
||||||||
Net Increase in Net Assets Resulting from Operations |
$ | 128,171,409 | $ | 48,413,347 | ||||
Adjustments to Reconcile Net Increase in Net Asset Resulting from Operations to Net Cash Used in Operating Activities: |
||||||||
Net Unrealized Gain on Real Estate Investments |
(141,071,453 | ) | (51,099,957 | ) | ||||
Amortization of Deferred Costs |
1,975,089 | 655,528 | ||||||
Changes in Operating Assets and Liabilities: |
||||||||
Increase in Restricted Cash |
(3,900,711 | ) | (3,133,814 | ) | ||||
Decrease / (Increase) in Prepaid Expenses and Other Assets |
8,433,527 | (1,718,839 | ) | |||||
Increase in Accounts Payable and Accrued Expenses |
2,893,834 | 2,968,252 | ||||||
Increase in Investment Management and Incentive Fees |
5,413,246 | 2,054,221 | ||||||
Acquisitions of Investments in Real Estate |
(357,197,019 | ) | (144,667,770 | ) | ||||
Real Estate Improvements |
(37,103,738 | ) | (62,211,355 | ) | ||||
Loans Receivable |
(105,944,071 | ) | — | |||||
Contributions to Real Estate Investment Partnerships |
(152,784,630 | ) | (166,914,215 | ) | ||||
Distributions from Real Estate Investment Partnerships |
— | 18,241,309 | ||||||
Deposits on Purchase Contracts |
(1,305,255 | ) | (17,234,000 | ) | ||||
Net Cash Used in Operating Activities |
(652,419,772 | ) | (374,647,293 | ) | ||||
Cash Flow from Financing Activities: |
||||||||
Payment of Deferred Costs |
(9,727,954 | ) | (2,452,636 | ) | ||||
Proceeds from Credit Facilities and Mortgage Loans Payable |
413,962,508 | 187,809,625 | ||||||
Principal Repayments on Credit Facilities and Mortgage Loans Payable |
(95,227,625 | ) | (45,262,825 | ) | ||||
Issuance of Stock |
446,031,068 | 262,638,081 | ||||||
Dividends Paid |
(5,057,148 | ) | (3,351,271 | ) | ||||
Redemptions Paid |
(128,973,485 | ) | (26,875 | ) | ||||
Net Cash Provided by Financing Activities |
621,007,364 | 399,354,099 | ||||||
Net (Decrease) / Increase in Cash and Cash Equivalents |
(31,412,408 | ) | 24,706,806 | |||||
Cash and Cash Equivalents, Beginning of Year |
37,156,542 | 12,449,736 | ||||||
Cash and Cash Equivalents, End of Year |
$ | 5,744,134 | $ | 37,156,542 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Interest paid during the year |
$ | 18,447,829 | $ | 8,662,327 | ||||
Accrued Capital Expenditures |
$ | 909,924 | $ | 260,834 | ||||
See notes to consolidated financial statements
5
BlackRock Diamond Property Fund, Inc.
Schedule of Real Estate Investments
December 31, 2007 | December 31, 2006 | ||||||||||||||||
Name |
Location |
Cost | Fair Value | Cost | Fair Value | ||||||||||||
Investments in Real Estate: |
|||||||||||||||||
Retail: |
|||||||||||||||||
Broomfield Marketplace |
Broomfield, CO | $ | 15,464,644 | $ | 20,700,000 | $ | 15,384,049 | $ | 19,000,000 | ||||||||
Troy Corners-WO |
Troy, MI | 51,663,463 | 54,000,000 | 44,662,554 | 44,759,990 | ||||||||||||
Total Retail |
67,128,107 | 74,700,000 | 60,046,603 | 63,759,990 | |||||||||||||
Office: |
|||||||||||||||||
Shady Grove |
Rockville, MD | 84,497,467 | 97,500,000 | 83,048,902 | 92,300,000 | ||||||||||||
Landmark |
Renton, WA | 43,971,120 | 59,300,000 | 35,385,280 | 40,900,000 | ||||||||||||
Canyon Park Heights |
Bothell, WA | 37,368,350 | 42,100,000 | 37,336,821 | 38,100,000 | ||||||||||||
Potomac Tower |
Woodbridge, VA | 69,458,118 | 69,458,118 | — | — | ||||||||||||
520 Broadway |
Santa Monica, CA | 75,682,687 | 78,200,000 | — | — | ||||||||||||
530 Park Ave |
New York, NY | 214,025,831 | 217,100,000 | — | — | ||||||||||||
121 High Street |
Boston, MA | 14,236,308 | 14,236,308 | — | — | ||||||||||||
Total Office |
539,239,881 | 577,894,426 | 155,771,003 | 171,300,000 | |||||||||||||
Industrial/Warehouse: |
|||||||||||||||||
Bensalem |
Bensalem, PA | 9,165,450 | 10,800,000 | 8,656,068 | 9,400,000 | ||||||||||||
Baypointe |
Newark, CA | 30,626,963 | 34,000,000 | 30,626,963 | 30,700,000 | ||||||||||||
Total Industrial/Warehouse |
39,792,413 | 44,800,000 | 39,283,031 | 40,100,000 | |||||||||||||
Residential: |
|||||||||||||||||
Canterbury |
New York, NY | 14,034,090 | 19,500,000 | 12,974,998 | 15,300,000 | ||||||||||||
10 West 74th. Street |
New York, NY | 47,803,316 | 56,100,000 | 45,621,413 | 46,300,000 | ||||||||||||
Total Residential |
61,837,406 | 75,600,000 | 58,596,411 | 61,600,000 | |||||||||||||
Total Investments in Real Estate |
$ | 707,997,807 | $ | 772,994,426 | $ | 313,697,048 | $ | 336,759,990 | |||||||||
Investments in Loans Receivable: |
|||||||||||||||||
429 Delancy |
$ | 29,211,902 | $ | 29,211,902 | $ | — | $ | — | |||||||||
Cal West Mezz |
29,161,289 | 29,161,289 | — | — | |||||||||||||
Cabi Mezz |
47,570,880 | 47,523,500 | — | — | |||||||||||||
Total Investments in Loans Receivable |
$ | 105,944,071 | $ | 105,896,691 | $ | — | $ | — | |||||||||
Stated Ownership % |
|||||||||||||||||
Investment Partnerships: |
|||||||||||||||||
Retail: |
|||||||||||||||||
International Drive |
Orlando, FL | 83.33 | % | $ | — | $ | 76,631 | $ | — | $ | 79,547 | ||||||
Bay Street Emeryville |
Emeryville, CA | 66.67 | % | 47,128,210 | 53,168,491 | 46,128,210 | 46,899,581 | ||||||||||
Total Retail |
47,128,210 | 53,245,122 | 46,128,210 | 46,979,128 | |||||||||||||
Office: |
|||||||||||||||||
400 South Hope |
Los Angeles, CA | 66.67 | % | 52,278,149 | 97,553,336 | 52,278,149 | 76,707,089 | ||||||||||
Central Park at Lisle |
Lisle, IL | 60.00 | % | 31,051,281 | 35,671,822 | 26,823,200 | 25,939,586 | ||||||||||
Metropolitan Tower |
New York, NY | 98.25 | % | 59,415,535 | 77,582,590 | 57,450,469 | 55,261,371 | ||||||||||
Block 37 |
Chicago, IL | 95.00 | % | 37,642,680 | 49,161,832 | 39,482,748 | 39,540,845 | ||||||||||
38 Chauncy Street |
Boston, MA | 85.00 | % | 4,325,668 | 6,209,883 | — | — | ||||||||||
635 Madison |
New York, NY | 91.73 | % | 28,658,482 | 38,609,370 | — | — | ||||||||||
Bayview |
San Mateo, CA | 95.00 | % | 14,124,013 | 14,435,526 | — | — | ||||||||||
Total Office |
227,495,808 | 319,224,359 | 176,034,566 | 197,448,891 | |||||||||||||
Industrial/Warehouse: |
|||||||||||||||||
Bethlehem/Southland |
Bethlehem, PA | 80.00 | % | 1,876,911 | 2,218,415 | 1,819,348 | 2,044,045 | ||||||||||
Devon & Ellis |
Bensenville, IL | 85.00 | % | 6,706,676 | 6,714,398 | — | — | ||||||||||
South Dulles |
Chantilly, VA | 85.00 | % | 6,428,585 | 6,428,585 | — | — | ||||||||||
Total Industrial/Warehouse |
15,012,172 | 15,361,398 | 1,819,348 | 2,044,045 | |||||||||||||
See notes to consolidated financial statements
6
BlackRock Diamond Property Fund, Inc.
Schedule of Real Estate Investments
Location |
December 31, 2007 | December 31, 2006 | |||||||||||||||
Name |
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Residential: |
|||||||||||||||||
Broadstone Shangri La |
Seattle, WA | 97.50 | % | 6,056,048 | 9,247,777 | 5,436,726 | 8,293,912 | ||||||||||
Hidden Harbour |
Tamarac, FL | 92.50 | % | 16,123,272 | 28,010,664 | 14,788,918 | 27,233,011 | ||||||||||
Diamond Pointe |
Las Vegas, NV | 96.70 | % | — | 97,664 | — | 100,275 | ||||||||||
Archstone at the Ranch |
Westminster, CO | 96.00 | % | 7,353,192 | 9,056,120 | 6,846,569 | 7,505,493 | ||||||||||
Verandah at Meyerland |
Houston, TX, | 92.50 | % | 17,985,702 | 19,823,240 | 17,765,909 | 17,470,476 | ||||||||||
Three Palms |
Tampa, FL | 92.50 | % | 15,723,739 | 18,490,767 | 14,318,743 | 14,480,063 | ||||||||||
The Maplewood |
Los Angeles, CA | 90.00 | % | 5,054,482 | 6,807,307 | 4,091,196 | 5,215,251 | ||||||||||
345 Cloverdale |
Los Angeles, CA | 90.00 | % | 3,579,181 | 4,058,779 | 2,846,882 | 2,861,855 | ||||||||||
North Tract Lofts |
Arlington, VA | 90.00 | % | 20,529,488 | 19,603,326 | 10,586,118 | 10,583,788 | ||||||||||
Broadstone 14th & LoveJoy |
Portland, OR | 95.00 | % | 1,118,737 | 1,118,737 | 608,000 | 608,000 | ||||||||||
5015 Clinton Ave. |
Los Angeles, CA | 90.00 | % | 4,118,596 | 4,651,685 | — | — | ||||||||||
Bronx Portfolio |
Bronx, NY | 90.00 | % | 35,280,592 | 54,312,872 | — | — | ||||||||||
Hollywood Tower |
Los Angeles, CA | 95.00 | % | 15,756,432 | 14,071,496 | — | — | ||||||||||
Detroit & Hauser |
Los Angeles, CA | 90.00 | % | 5,537,571 | 4,710,768 | — | — | ||||||||||
Total Residential |
154,217,032 | 194,061,202 | 77,289,061 | 94,352,124 | |||||||||||||
Land: |
|||||||||||||||||
Melrose |
Franklin Park, IL | 90.00 | % | 2,565,679 | 3,360,217 | 2,551,521 | 2,549,854 | ||||||||||
ICIS Glendale |
Glendale, CA | 95.00 | % | 10,091,528 | 10,091,528 | — | — | ||||||||||
Total Land |
12,657,207 | 13,451,745 | 2,551,521 | 2,549,854 | |||||||||||||
Total Investment in Partnerships |
$ | 456,510,429 | $ | 595,343,826 | $ | 303,822,706 | $ | 343,374,042 | |||||||||
Total Real Estate Investments |
$ | 1,270,452,307 | $ | 1,474,234,943 | $ | 617,519,754 | $ | 680,134,032 | |||||||||
See notes to consolidated financial statements
7
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
1. | Organization and Summary of Significant Accounting Policies |
Organization— BlackRock Diamond Property Fund, Inc. (the “Fund”) was incorporated on March 21, 2005, under the laws of the State of Maryland and under its original company name of BlackRock Income and Growth Property Fund, Inc. Pursuant to a certificate of name change filed with the State of Maryland Department of Assessment and Taxation on December 12, 2005, the fund changed its name to BlackRock Diamond Property Fund, Inc. At such time all existing common shares were redeemed in exchange for three classes of common stock, A, B, and C.
The Fund is structured as and intends to meet the qualification requirements of a real estate investment trust (“REIT”) for U.S. Federal income tax purposes. The Fund’s principal business activities are to invest in real estate for current income or capital appreciation or both.
In 2006, the Fund invested in a real estate partnership which required a Taxable REIT Subsidiary (TRS) election. This election was not filed within the required seventy five day period. The REIT filed for 9100 relief with the IRS; which would allow for a retroactive election. The fund successfully received IRS approval on August 9, 2007.
The Fund maintains an operating partnership, BlackRock Diamond Property Fund, LP (the “Operating Partnership”), to serve as the vehicle for the consolidation of ownership and control of the Fund’s assets and operations. BlackRock Diamond Property Fund, LLC. (the “Company”), a wholly-owned subsidiary of, and controlled by, the Fund, is the sole general partner of the Operating Partnership and, at December 31, 2007, owns .1% of its partnership units together with the Fund which owns a 99.9% limited partnership interest.
The Fund consists of three classes of common stock, Class A, Class B, and Class C. Shareholders receive a combination of Class A and B stock based on the aggregate amount invested. Shareholders purchasing up to $10 million of common stock receive 100% Class A. Shareholders purchasing between $10 million and $25 million of common stock receive Class A for the first $10 million; then 92.31% of Class A and 7.69% of Class B for the remainder. Shareholders purchasing between $25 and $50 million of common stock receive Class A for the first $10 million; 92.31% of Class A and 7.69% of Class B for the amounts between $10 and $25 million; and 84.62% of Class A and 15.38% of Class B for amounts above $25 million. Shareholders purchasing $50 million or greater of common stock receive Class A for the first $10 million; 92.31% of Class A and 7.69% of Class B for the amounts between $10 and $25 million; 84.62% of Class A and 15.38% of Class B for amounts between $25 and $50 million; and 76.92% of Class A and 23.08% of Class B for amounts above $50 million. The Class C stock is reserved for purchase by certain individuals or entities associated with, or sponsored by, the Fund, BlackRock, Inc., BlackRock Realty or any of their respective affiliates.
Prior to the payment of regular common dividends, but subsequent to the preferred dividends, a special Class B dividend is payable in an amount equal to 0.1625% of the relative share of the Fund’s net asset value allocable to Class B common stock, plus an amount equal to the reversal of accruals of incentive management fees deemed allocable to Class B. Subsequent to the Class B dividend, a special Class C dividend is payable in an amount equal to 0.1625% of the relative share of the Fund’s net asset value allocable to Class C common stock, plus the pro-rata share of acquisition fees and positive incentive management fee accruals deemed allocable to Class C less any current and previous reversals. In accordance with the Fund’s dividend reinvestment plan, any amounts reinvested by Class A or Class B shareholders provide common stock in the ratio of 76.92% of Class A and 23.08% of Class B; while shareholders of Class C stock receive 100% of Class C.
8
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
1. | Organization and Summary of Significant Accounting Policies, continued |
Investors enter into subscription agreements for specified capital commitments. The Fund will make demands for capital contributions from shareholders proportionately based on their respective unfunded capital commitment. Any portion of a shareholder’s unfunded capital commitment, which remains uncalled after the third anniversary of the date such shareholder’s commitment is accepted by the Fund, shall be released by the Fund and no longer payable by the shareholder. At December 31, 2007 remaining uncalled commitments totaled $232,735,858. In September 2007 the fund began accepting capital commitments in tranches. Capital commitments in each tranche will be fully invested before capital commitments in subsequent tranches can be called. The tranches are drawn in sequence and within each tranche capital will be drawn pro rata based on the percentage of uncalled committed capital each investor represents within that tranche.
Dividends— Upon the approval of the Board separate cumulative special class dividends will be paid in accordance with the Fund’s article of Incorporation. Dividends are accrued at the time of board approval. For the year ended December 31, 2007 the board approved special and preferred dividends in the amount $4,344,523 and $20,594, respectfully, of which $515,863 remain unpaid and is reflected in Dividends Payable in the Consolidated Statements of Net Assets.
Redemptions— Shareholders may request that the Fund redeem all or any portion of their shares on a quarterly basis by giving written notice at least sixty days prior to the end of the quarter for which the request is to be effective. The Fund may redeem, or decline to redeem, all or any portion of the shares held by any investor in the event the Fund deems it necessary. Shares will be redeemed at the per share net asset value of the Fund as of the effective date of each redemption, which is the last business day of the quarter in which the redemption occurred. The Fund will endeavor to honor redemption requests within twenty days after the end of the applicable quarter. For the year ended December 31, 2007, the fund paid $128,973,485 in redemptions, of which $128,606,699 represents the full liquidation of Anthracite Capital, Inc., a related party of BlackRock Realty Advisors, Inc. For the year ended December 31, 2006 the Fund paid $26,875 and $0 in redemptions.
Upon liquidation of the Fund, the net assets attributable to all classes of the common stock shall be distributed pro rata amongst the common shareholders in proportion to the number of shares of common stock, regardless of class, held by each.
Basis of Presentation— The accompanying consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Fund, the Company, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership; including those elected to be a TRS. All intercompany balances and transactions have been eliminated in consolidation.
Management’s Use of Estimates in Financial Statements— The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.
Real Estate Investments— Real estate investments consist of property acquired through direct ownership, real estate investment partnerships, and loans receivable. Wholly owned properties are consolidated. Investments in real estate partnerships are reported on a net basis and initially recorded at the original investment amount, including acquisition fees (see Note 2), and subsequently adjusted for changes in estimated fair value, additional capital contributions, and return of capital distributions received.
The estimated fair value of the Fund’s investments in partnerships represents its equity in the net assets of the underlying entities with the value of their real estate holdings and mortgage notes payable at estimated fair value.
9
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
1. | Organization and Summary of Significant Accounting Policies, continued |
Real estate investments are stated at estimated fair values based upon valuations performed internally and upon appraisal reports prepared annually by independent real estate appraisers (Members of the Appraisal Institute).
The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value has been defined as the most probable price for which the appraised real estate will sell in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest.
In the opinion of the Fund’s management, the stated aggregate value of investments in real estate fairly represents their estimated fair value as of December 31, 2007 and 2006. However, the estimated fair values of real estate investments may differ significantly from that which could be realized if the real estate were actually offered for sale in the marketplace. As the real estate investments are presented at estimated fair value, historical cost depreciation is not recorded in the accompanying consolidated financial statements.
Loans Receivable— Included in Loans Receivable are two mezzanine loans and a loan receivable. The Fund performs analysis for loans receivable on a regular basis to estimate fair value. Discounts on the face amount of the loans, origination fees, and other costs are capitalized and amortized over the life of the loan to interest income. On November 20, 2007 the Fund acquired an investment in the asset known as the CalWest mezzanine debt at a discounted price of $29,094,192 with a principal balance of $30,000,000. On December 19, 2007 the Fund acquired an investment in the asset known as Cabi mezzanine debt at a discounted price of $47,517,083 with a principal balance of $50,000,000. On September 19, 2007, Diamond provided a loan of $28,475,004 to 429 Delancy for the acquisition of land.
Cash and Cash Equivalents— For financial statement purposes, cash and cash equivalents include cash and highly liquid short-term investments with original maturities of 90 days or less.
Restricted Cash— The Fund’s restricted cash is comprised of tenant security deposits and property impound accounts.
Fair Value of Financial Instruments— At December 31, 2007 and 2006, the Fund has determined the carrying value of the cash and cash equivalents, restricted cash, credit facilities, accounts payable and accrued expenses approximate the fair value of these instruments.
Deferred Costs— Deferred costs represent finance costs incurred in connection with the credit facility and mortgage loans payable of the Operating Partnership and its wholly owned subsidiaries. For the years ended December 31, 2007 and 2006, such costs amounted to $13,323,912 and $3,596,084 net of accumulated amortization of $2,633,399 and $658,435, respectively.
Reserves for Tenant Receivables— Tenant receivables are reserved for at the time they are deemed uncollectible. The corresponding allowance for uncollectible receivables is included in revenue. At December 31, 2007 and 2006, tenant receivables were $1,329,714 and $886,394, of which $357,257 and $26,613, respectively, was reserved as bad debt allowance.
Revenue Recognition— The Fund recognizes rental revenue when earned pursuant to the terms of tenant leases. Included in rental revenues are $3,361,036 and $1,712,129 of expense recoveries for the years ended December 31, 2007 and 2006, respectively.
10
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
1. | Organization and Summary of Significant Accounting Policies, continued |
Income from Real Estate Partnerships— The Fund’s share of income generated from underlying real estate partnerships is treated as dividend income from real estate partnerships to the extent of operating distributions received. Distributions received in excess of operating earnings are recorded as return of capital.
Unrealized Appreciation of Real Estate Investments— The unrealized appreciation of real estate investments is the amount by which the estimated fair value of the underlying investment exceeds the carrying value or the previous period estimated fair value plus the current period cost of capitalized improvements.
Federal Income Taxes— The Fund has elected to be taxed as a REIT under the Internal Revenue Code (IRC) of 1986, as amended, and intends to operate in a manner enabling it to maintain its tax status as a REIT. As a result, the company intends to distribute taxable income to its shareholders, and therefore no provision has been made for federal or state income taxes in the accompanying consolidated financial statements.
In June 2006, the Financial Accounting Standards Board (“the FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 (i) clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes , (ii) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and (iii) provides guidance on derecognition of recognized tax benefits, classification, interest and penalties, accounting in interim periods, disclosure and transition. In January 2008, the effective date of FIN 48 was deferred for non-public companies, and it is now expected to be effective for the Fund in its annual reporting period ending December 31, 2008. Therefore, the Fund will evaluate the impact, if any, of adopting FIN 48.
Interest Rate Caps— The Fund uses interest rate caps in order to reduce the effect of interest rate fluctuation of certain real estate investment interest expense on variable rate debt. The fair value of interest rate caps are the estimated amounts that the Fund would receive or pay to terminate these agreements at the reporting date taking into account current interest rates and credit worthiness of the respective counter-parties. At December 31, 2007, the fair values of the interest rate caps totaled $75,750 and are reflected in the Prepaid and Other Assets on the Statements of Net Assets. Changes in Fair Value of the interest rate caps are reflected in Net Realized and Unrealized Gain on Real Estate Investments.
Reclassifications— Certain prior period amounts in the consolidated financial statements have been reclassified to conform with current period presentation. Such reclassifications had no effect on previously reported net assets.
New Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (“SFAS 159”), The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities to choose to measure eligible financial instruments at fair value. The unrealized gains and losses on items for which the fair value option is elected should be reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis, it should be applied to an entire instrument, and it is irrevocable. Assets and liabilities measured at fair value pursuant to the fair value option should be reported separately in the balance sheet from those instruments measured using another measurement attribute. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Fund is currently analyzing the potential impact of adopting SFAS 159.
On September 13, 2006, the FASB cleared an AICPA Statement of Position, “Clarification of the Scope of the Audit and Accounting Guide Audits of Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies”. The effective date for required adoption was recently deferred indefinitely by the FASB. The Fund had adopted an earlier interpretation of the Guide and reported as such since inception.
11
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
1. | Organization and Summary of Significant Accounting Policies, continued |
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure requirements regarding fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for such fiscal year, including financial statements for an interim period within such fiscal year. The Fund is evaluating the impact of adopting SFAS No. 157 on its financial statements.
2. | Real Estate Investment Partnership |
Condensed financial information for the Fund’s investments in real estate partnerships is presented below:
Years ended December 31, | |||||||
2007 | 2006 | ||||||
Partnership Assets and Liabilities |
|||||||
Real estate at estimated fair value |
$ | 1,795,064,518 | $ | 1,069,455,553 | |||
Other Assets |
48,521,483 | 43,881,778 | |||||
Total assets |
1,843,586,001 | 1,113,337,331 | |||||
Mortgage loans payable-at estimated fair value |
1,037,821,063 | 610,872,502 | |||||
Other liabilities |
30,764,851 | 19,567,256 | |||||
Total liabilities |
1,068,585,914 | 630,439,758 | |||||
Net assets |
$ | 775,000,087 | $ | 482,897,573 | |||
The Fund’s Share of Net Assets |
$ | 595,343,826 | $ | 343,374,042 | |||
Partnership Operations |
|||||||
Rental revenue |
89,528,529 | 46,053,440 | |||||
Other revenue |
16,455,439 | 25,183,516 | |||||
Total revenue |
105,983,968 | 71,236,956 | |||||
Real estate expenses and taxes |
61,295,367 | 36,842,421 | |||||
Interest expense |
52,809,896 | 29,958,283 | |||||
Total expenses |
114,105,263 | 66,800,704 | |||||
Net Investment (Loss) / Income |
(8,121,295 | ) | 4,436,252 | ||||
Realized and Unrealized Appreciation |
166,683,823 | 65,313,719 | |||||
Increase in Net Assets Resulting from Operations |
$ | 158,562,528 | $ | 69,749,971 | |||
The Fund’s Income from Real Estate Partnerships |
$ | 1,797,676 | $ | 4,483,989 | |||
The Fund’s share of Realized and Unrealized Appreciation |
$ | 99,282,063 | $ | 31,976,581 | |||
12
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
3. | Credit Facilities and Mortgage Loans Payable |
Debt includes the credit facilities and mortgage loans payable on wholly owned properties as of December 31, 2007 and 2006. The principal terms of the mortgage loan payables are reflected below:
Portfolio Level Debt |
Principal Balance | Interest Rate | Maturity Date | |||||||
December 31, 2007 |
December 31, 2006 |
|||||||||
Credit Facilities: |
||||||||||
Bank of America |
$ | 45,500,000 | $ | 70,206,317 | LIBOR (30-day)+75bps | 2010 | ||||
Capmark |
97,000,000 | — | LIBOR (30-day)+165bps | 2009 | ||||||
Total Credit Facilities |
142,500,000 | 70,206,317 | ||||||||
Mortgage Loans Payable: |
||||||||||
Potomac Center |
43,960,897 | — | LIBOR (30-day)+140bps | 2008 | ||||||
Troy Corners |
22,473,473 | 21,422,585 | LIBOR (30-day)+220bps | 2008 | ||||||
Landmark |
24,981,763 | 18,991,694 | LIBOR (30-day)+165bps | 2009 | ||||||
Bensalem |
5,786,640 | 5,786,640 | 5.42% | 2009 | ||||||
Canyon Park |
15,535,000 | 15,535,000 | 5.00% | 2009 | ||||||
Broomfield Market Place |
9,000,000 | 9,000,000 | LIBOR (30-day)+120bps | 2010 | ||||||
Canterbury |
5,200,000 | 5,200,000 | 5.25% | 2010 | ||||||
Canterbury |
1,445,963 | 1,418,818 | 5.75% | 2010 | ||||||
Shady Grove |
38,550,000 | 38,550,000 | LIBOR (30-day)+150bps | 2010 | ||||||
10 West 74th Street |
27,000,000 | 27,000,000 | LIBOR (30-day)+140bps | 2010 | ||||||
Baypointe |
20,000,000 | 20,000,000 | LIBOR (30-day)+120bps | 2010 | ||||||
520 Broadway |
51,000,000 | — | 5.57% | 2012 | ||||||
530 Park Ave |
135,530,000 | — | LIBOR (30-day)+108bps | 2012 | ||||||
530 Park Ave |
1,621,279 | — | LIBOR (30-day)+130bps | 2012 | ||||||
121 High Street |
7,260,921 | — | LIBOR (30-day)+140bps | 2012 | ||||||
Total Mortgage Loans Payable |
409,345,936 | 162,904,737 | ||||||||
Total Credit Facilities and Mortgage Loans Payable |
$ | 551,845,936 | $ | 233,111,054 | ||||||
The fair value of the mortgage loans payable have been determined by discounting the future payments required under the terms of the note at rates available to the Fund for debt with similar maturities, terms, and underlying collateral. Based upon the borrowing rates determined by the Fund, the fair values for these mortgages are estimated at $563,002,388 as of December 31, 2007.
13
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
3. | Credit Facilities and Mortgage Loans Payable, continued |
As of December 31, 2007, principal amounts of mortgage loans payable on wholly owned properties are payable as follows:
Year Ending December 31, |
|||
2008 |
$ | 66,434,370 | |
2009 |
46,303,403 | ||
2010 |
101,195,963 | ||
2011 |
— | ||
2012 |
195,412,200 | ||
Total |
$ | 409,345,936 | |
On May 5, 2005, the Fund entered into a Subscription Collateralized Credit Facility Agreement (the “Credit Agreement”). The Credit Agreement is collateralized by the signed subscription and stock pledge agreement of stockholders. The Fund can draw up to 90% of the unfunded investor commitment. At December 31, 2006, the outstanding balance under the Credit Agreement was $70,206,316. On January 2, 2007, the credit facility expired and was repaid.
On April 2, 2007, the Fund entered into a new Subscription Collateralized Revolving Credit Agreement. The Credit Agreement is collateralized by the signed subscription and stock pledge agreement of stockholders. The Fund can draw up to 90% of the unfunded investor commitment. The Credit Agreement has a maturity date of April 2, 2010 and bears interest at LIBOR plus .75%. At December 31, 2007, the outstanding balance under the Credit Agreement was $45,500,000, and the available amount under the credit facility was $54,500,000. On January 2, 2008 the fund paid down $39,574,513 of the outstanding balance.
On May 7, 2007, the Fund entered into an Unsecured Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Facility has a maturity date of May 1, 2009 and bears interest at 30 day LIBOR plus 1.65%. At December 31, 2007, the outstanding balance under the Revolving Credit Facility was $97,000,000, and the available amount under the credit facility was $13,000,000. On January 4, 2008 the fund paid down the outstanding balance of $97,000,000.
4. | Leasing Activity |
The Operating Partnership leases space to tenants under various operating lease agreements. These agreements, without giving effect to renewal options, have expiration dates ranging from January 2008 through August 2019. At December 31, 2007, the aggregate future minimum base rental payments under non-cancelable operating leases for wholly owned properties are as follows (excluding apartment leases):
Year Ending December 31, |
|||
2008 |
$ | 20,447,298 | |
2009 |
14,749,889 | ||
2010 |
13,449,500 | ||
2011 |
12,079,604 | ||
2012 |
9,330,215 | ||
Thereafter |
18,943,705 | ||
Total |
$ | 89,000,211 | |
14
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
5. | Management and Other Advisory Fees |
On March 21, 2005, the Fund entered into an investment management agreement (the “Original Agreement”) with BlackRock Realty Advisors, Inc., a Delaware corporation (the “Investment Manager”), a wholly owned subsidiary of BlackRock Inc. The Original Agreement dated March 21, 2005, between the Investment Manager and the Fund was amended and became effective December 14, 2005 (“Amended Agreement”). The fees are described as follows:
Acquisition Fees— Under the Amended Agreement, at the time a real estate investment is acquired, the Investment Manager is entitled to receive an acquisition fee equal to one half of one percent (0.50%) of the gross acquisition cost deemed allocable to the class A and class B common stockholders. For the years ended December 31, 2007 and 2006 the Fund incurred $4,035,257 and $2,053,779 in acquisition fees, respectively.
Asset Management Fees— Under the Amended Agreement, the Investment Manager will receive a quarterly fee for management services performed equal to 0.1625%, of the Fund’s weighted gross asset value deemed allocable to the class A common stockholders paid in arrears. For the years ended December 31, 2007 and 2006 the Fund incurred $8,749,682 and $3,325,039, in asset management fees, respectively.
Incentive Management Fees— Under the Amended Agreement, the Fund shall pay to the Investment Manager an incentive management fee once every twelve quarters, with the first such period commencing January 1, 2006. The management fee will be paid in arrears in an amount equal to the sum of 15% of the amount by which the Fund’s total return allocable to the class A and B stockholders exceed a 2.0% inflation-adjusted total return per quarter. The incentive management fee will be determined after deduction of the base management fee and acquisition fees. For the years ended December 31, 2007 and 2006 the Fund accrued fees of $1,773,135 and $2,844,682 respectively, payable to the Investment Manager.
Debt Placement Fees— BlackRock Financial Management Inc (“BFM”), an affiliate of the Investment Manager, provides debt placement services to the Fund. Under both the Original and Amended Agreements BFM receives fees equal to the lesser of market fees or 0.5% of the debt placed by BFM. For the years ended December 31, 2007 and 2006 the Fund incurred approximately $2,773,483 and $1,293,839 for debt placement services, respectively. Such costs are deferred and amortized over the term of the related debt.
6. | Common and Preferred Stock |
The following represents changes in the Fund’s outstanding common and preferred stock for the years ended December 31, 2007 and 2006.
15
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
6. | Common and Preferred Stock, continued |
Class A | Class B | Class C | Total Common |
Preferred | ||||||||
Shares Authorized as of December 31, 2007 |
2,000,000 | 2,000,000 | 2,000,000 | 6,000,000 | 2,000 | |||||||
Shares Outstanding, at December 31, 2005 |
1,020.5881 | 176.4228 | 435.6495 | 1,632.6604 | 5.0000 | |||||||
Issuance of Shares |
1,173.1003 | 479.8450 | 358.3929 | 2,011.3383 | 130.0000 | |||||||
Redemption of Shares |
— | — | (0.2017 | ) | (0.2017 | ) | — | |||||
Shares Outstanding, at December 31, 2006 |
2,193.6885 | 656.2679 | 793.8407 | 3,643.7970 | 135.0000 | |||||||
Issuance of Shares |
2,602.9567 | 337.0076 | 60.5343 | 3,000.4986 | 49.0000 | |||||||
Redemption of Shares |
— | — | (825.8942 | ) | (825.8942 | ) | — | |||||
Shares Outstanding, at December 31, 2007 |
4,796.6452 | 993.2755 | 28.4807 | 5,818.4114 | 184.0000 | |||||||
7. | Preferred Dividend |
Prior to the payment of common dividends, separate cumulative special class dividends shall be paid in accordance with the Fund’s Articles of Incorporation. Holders of preferred stock will receive a 12.5% annual preferential dividend payable in respect of any outstanding preferred shares. For the year ended December 31, 2007, the fund paid out $20,343 in preferred dividend distributions.
8. | Financial Highlights |
Years ended December 31, | ||||||||
2007 | 2006 | |||||||
Per Common Share Operating Performance: |
||||||||
Net Asset Value per share, Beginning of Period |
$ | 136,484.61 | $ | 116,978.90 | ||||
Income From Investment Operations: |
||||||||
Investment (Loss) / Income Before Investment Management and Incentive Fees |
(764.49 | ) | 1,599.82 | |||||
Net Realized and Unrealized Gain on Real Estate Investments |
28,505.58 | 22,516.94 | ||||||
Total Investment Income, Before Fees |
27,741.10 | 24,116.75 | ||||||
Investment Management and Incentive Fees |
(2,110.10 | ) | (2,632.81 | ) | ||||
Net Increase in Net Assets Resulting from Operations |
25,630.99 | 21,483.95 | ||||||
Dividends |
(879.65 | ) | (1,978.24 | ) | ||||
Net Asset Value per Share, End of Period |
$ | 161,235.95 | $ | 136,484.61 | ||||
Total Return, before investment management and incentive fees |
20.50 | % | 20.83 | % | ||||
Total Return, after investment management and incentive fees |
18.84 | % | 18.44 | % | ||||
Note: Total fund returns are based on quarterly linked returns for the current year. The quarterly returns are determined by dividing the income for the quarter by the weighted net assets for the quarter. |
||||||||
Ratios as a Percentage of Average Net Assets: |
||||||||
Expenses |
6.21 | % | 6.68 | % | ||||
Net Investment Loss |
(1.94 | )% | (0.80 | )% |
16
BlackRock Diamond Property Fund, Inc.
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
9. | Commitments and Contingencies |
In accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” the Fund has disclosed obligations under certain guarantees.
The Fund issues loan guarantees to obtain financing agreements and/or preferred terms related to its investments. These guarantees include mortgage, construction loans, and letters of credits and may cover payments of principal and/or interest. These guarantees have fixed termination dates and become liabilities of the Fund in the event the borrower is unable to meet the obligations specified in the guarantee agreement. The Fund may also be liable under certain of these guarantees in the event of fraud, misappropriation, environmental liabilities and certain other matters involving the borrower. The fair value of guarantees is not material.
Borrower |
Guarantor |
Termination Date |
Guaranteed Amount | ||||
Diamond River Edge, LLC |
Blackrock Diamond Property Fund, LP | 5/1/2008 | $ | 13,642,000 | |||
Diamond Canyon Trails LLC |
Blackrock Diamond Property Fund, LP | 11/19/2008 | 12,044,000 | ||||
Madison Bay Street, LLC |
Blackrock Diamond Property Fund, LP | 1/18/2009 | 4,000,000 | ||||
RWDI Maplewood, LP |
Blackrock Diamond Property Fund, LP | 12/15/2009 | 1,530,000 | ||||
RWDI Cloverdale, LP |
Blackrock Diamond Property Fund, LP | 12/15/2009 | 1,970,000 | ||||
$ | 33,186,000 | ||||||
On May 5, 2006, Diamond Rivers Edge, LLC, a wholly owned subsidiary of the Fund, entered into a forward commitment to acquire the property known as Broadstone River’s Edge. On May 8, 2006, the Fund issued a letter of credit in the amount of $13,642,000, representing 40% of the property’s construction costs.
On May 10, 2007, Diamond Canyon Trails LLC, entered into a forward commitment to acquire the property known as Canyon Trails. On November 18, 2007, the Fund issued a letter of credit in the amount of $12,044,000, representing 40% of the property’s construction costs.
On January 18, 2008, a letter of credit in the amount of $4,000,000 was issued for the benefit of Madison Bay Street, LLC. The letter of credit is secured by the remaining commitments of the facility and reduces the available commitment.
On December 15, 2006, RWDI Maplewood, LP, a real estate investment partnership of the Fund, entered into a loan agreement with La Salle Bank National Association, a national banking association. Pursuant to the loan agreement, the Fund guaranteed a principal repayment in the amount of $1,530,000. The guaranty will be reduced to $765,000 if the debt service coverage ratio (“DSCR”) is 1.10 or greater for two consecutive quarters and will be released if the DSCR is 1.20 or greater for two consecutive quarters.
On December 15, 2006, RWDI Cloverdale, LP, a real estate investment partnership of the Fund, entered into a loan agreement with La Salle Bank National Association, a national banking association. Pursuant to the loan agreement, the Fund guaranteed a principal repayment in the amount of $1,970,000. The guaranty will be reduced to $735,000 if the DSCR is 1.10 or greater for two consecutive quarters and will be released if the DSCR is 1.20 or greater for two consecutive quarters.
On May 3, 2007, Diamond Vintner’s Grove LLC, entered into a purchase agreement to acquire the property known as Vintner’s Grove for a purchase price of $26,105,100. On March 7, 2007, a wholly owned subsidiary made a deposit of $1,305,255 per the purchase and sale agreement.
The Fund is party to a legal proceeding relating to pursuit costs associated with a transaction not consummated and included $485,000 as an estimated settlement amount in accounts payable and accrued expenses.
17