-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bq+ltY87IHyOoXxY6mKYkm/KjDU/99Z73v5Z7E+GdIuup4aGkxKGrWkzAEaXaS0T fOaWkCBTFq+KREyi3z8tIQ== 0001178862-05-000037.txt : 20050414 0001178862-05-000037.hdr.sgml : 20050414 20050414162128 ACCESSION NUMBER: 0001178862-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050413 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE INCOME REALTY INC CENTRAL INDEX KEY: 0001178862 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 320024337 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31659 FILM NUMBER: 05751081 BUSINESS ADDRESS: STREET 1: ONE BEACON ST STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02108 MAIL ADDRESS: STREET 1: ONE BEACON ST STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02108 8-K 1 yearend8kpressrelease.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

 

 

 

Date of Report (Date of Earliest event reported)

April 14, 2005

 

Berkshire Income Realty, Inc

(Exact name of Registrant as specified in its charter)

 

 

Maryland

001-31659

32-0024337

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

One Beacon Street, Boston, Massachusetts

02108

(Address of principal executive offices)

(Zip Code)

 

 

Registrants telephone number, including area code

(617) 523-7722

 

 

 

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

 

 

 

 

Item 2.02 - Results of Operations and Financial Condition

On April 14, 2005, the Registrant issued a press release announcing its financial results for the year ended December 31, 2004. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

 

(c)

Exhibits.

 

Exhibit 99.1

Press Release of Berkshire Income Realty, Inc. dated April 14, 2005, which is being furnished pursuant to Item 2.02.

 

 

 

 

 

SIGNATURES

 

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

 

 

 

 

 

 

 

Berkshire Income Realty, Inc.

 

 

 

 

 

 

Date: April 14, 2005

/s/ David C. Quade

 

Name: David C. Quade

 

Title: President and Chief Financial Officer

 

 

 

 

 

 

EX-99.1 2 yearendpressrelease41305.htm

BERKSHIRE INCOME REALTY ANNOUNCES YEAR END FFO OF $6,532,120

 

BOSTON, MASSACHUSETTS - - April 14, 2005 - - Berkshire Income Realty, Inc. (AMEX: "BIR_pa", "BIRPRA", “BIR-A” "BIR.PR.A") ("Berkshire" or the "Company") reported its results for the year ended December 31, 2004. Financial highlights for the year ended December 31, 2004 include:

 

-The Company's Funds From Operations (“FFO”) for the year ended December 31, 2004 were $6,532,120.

 

- For the year ended December 31, 2004, Berkshire reported net income, before depreciation, of $3,816,621 as compared to net income, before depreciation, of $11,539,883 for the comparable prior year ended December 31, 2003. The decrease in net income, before depreciation, was due primarily to two factors, a reduction in the income from the Company’s investment in mortgage funds and the charge to earnings related to the distribution of proceeds to the minority interest partners on the refinancing of certain mortgage debt. The reduction in equity in income of the mortgage funds is a function of the declining investment value brought about by the liquidation of 5 of the Company’s original 6 investments in those mortgage funds. Also contributing to the decrease was an increase in the charge against earnings from minority interest in properties. The bulk of this charge was related to the distribution of proceeds from the refinancing of properties made to the minority owners of those properties as the Company continued to take advantage of the historically low interest rates available on mortgage financings. As the Company did not have operations prior to the quarter ended June 30, 2003, the discussion of operations or activities prior to April 1, 2003 presented in this press release refer to the operations and activities of the Berkshire Income Realty Predecessor Group, the Company's predecessor entity for accounting purposes. As described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission, the Berkshire Income Realty Predecessor Group contributed to the Company the five properties that comprised the Company's initial operations. As of December 31, 2004, the Company owned interests in 19 multifamily apartment communities.

 

- Subsequent to December 31, 2004, the Company has continued to expand its portfolio. On February 15, 2005, the Company consummated the acquisition of the outstanding limited and general partner interests of BRI Westchester Limited Partnership, the fee simple owner of Westchester West Apartments, a 345 unit multifamily apartment community located in Silver Spring, Maryland, from an affiliate of the Company. On March 1, 2005, the Company consummated the acquisition of 100% of the fee simple interest of Waters on Brompton, a 362 unit multifamily apartment community located in Houston, Texas, from an unaffiliated third party. On March 30, 2005, the Company completed the acquisition of 100% of the fee simple interest of Antilles Apartment Homes, a 324 unit multifamily apartment community located in Houston, Texas, from an unaffiliated third party. The Company will operate the Antilles property under the name Berkshires at Westchase Apartments.

 

President and CFO, David Quade comments, “We are pleased with the 2004 operating results of Berkshire. Funds From Operations continued to be positive in 2004 and properties acquired over the past year contributed to the improved breadth and quality of our portfolio. The earnings decline related largely to the anticipated decline in income from our shrinking investments in the mortgage funds and a charge against earnings for distributions to minority property owners of refinancing proceeds, which we consider to be a non-recurring charge. ”

 

Funds From Operations

 

The Company has adopted the revised definition of FFO adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Management considers FFO to be an appropriate measure of performance of an equity Real Estate Investment Trust (“REIT”). We calculate FFO by adjusting net income (loss) (computed in accordance with Generally Accepted Accounting Principles (“GAAP”), including non-recurring items), for gains (or losses) from sales of properties, real estate related depreciation and amortization, and adjustment for unconsolidated partnerships and ventures. Management believes that in order to facilitate a clear understanding of the historical operating results of the Company, FFO should be considered in conjunction with net income as presented in the financial statements included elsewhere herein. Management considers FFO to be a useful measure for reviewing the comparative operating and financial performance of the Company because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies.

 

The Company’s calculation of FFO may not be directly comparable to FFO reported by other REITs or similar real estate companies that have not adopted the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our financial statements. The Company did not have common shares or Operating Partnership units and shares outstanding for the year ended December 31, 2002.

 

The following is a reconciliation of GAAP net income (loss) to FFO for the years ended December 31, 2004, 2003 and 2002:

 

 

December 31,

 

2004

 

2003

 

2002

GAAP net income (loss)

$ (7,811,651)

 

$ 3,642,260

 

$ 37,596

Add:

 

 

 

 

 

Depreciation of real property

8,964,346

 

6,288,282

 

4,680,391

Minority interest in Operating Partnership

976,100

 

732,075

 

-

Minority interest in properties

2,932,572

 

143,518

 

1,520,000

Amortization of acquired in-place leases and tenant

 

 

 

 

 

Relationships

1,603,612

 

212,200

 

-

Equity in loss of Multifamily Venture

276,085

 

-

 

-

 

 

 

 

 

 

Less:

 

 

 

 

 

Funds from operations of Multifamily Venture

(1,260)

 

-

 

-

Minority interest in properties share of funds from

 

 

 

 

 

Operations

(174,980)

 

(394,672)

 

(334,555)

Gain on transfer of property to Multifamily Venture

(232,704)

 

-

 

-

 

 

 

 

 

 

Funds From Operations

$ 6,532,120

 

$10,623,663

 

$5,903,432

 

The net loss in 2004 and net income in 2003, includes certain items of a variable nature. The most significant is the Company’s equity in income of the six mortgage funds, interests in which the Company acquired in exchange for shares of its 9% Series A Cumulative Redeemable Preferred Stock (the “Mortgage Funds”), which include certain components that may be expected to vary from period to period. During the years ended December 31, 2004 and 2003, equity in the income of Mortgage Funds included the allocation of profits and the amortization of discounts associated with the Company’s ownership interests in the Mortgage Funds. During the year ended December 31, 2004, allocation of profits from the Mortgage Funds was approximately $1,300,000 as compared to approximately $3,400,000 in the year ended December 31, 2003. Additionally, during the year ended December 31, 2004 amortization of discounts associated with the Company’s interests in the Mortgage Funds was approximately $2,100,000 as compared to approximately $3,300,000 in the year ended December 31, 2003. The pace at which profits are allocated and amortization is recognized is generally tied to the level of payoffs and the remaining balance of underlying assets in the Mortgage Funds and as such, may be reduced in future periods. As a result of the substantial pay down of the underlying mortgages held by the Mortgage Funds during 2004 and 2003, the Company’s investments in the Mortgage Funds, as well as the earnings associated with those investments, has dropped between 2004 and 2003. Thus, past FFO results should not be considered indicative of future FFO results.

 

Additional information regarding the Company’s investments in the Mortgage Funds and the operating results of Berkshire for the years ended December 31, 2004, 2003 and 2002 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 31, 2005. The document is available on the Commission's website at www.sec.gov.

 

The Company

 

The Company is a REIT whose objective is to acquire, operate, and rehabilitate multifamily apartment communities. The Company currently owns interests in twenty-two such multifamily apartment communities, of which eight are located in the Baltimore/Washington, D.C. metropolitan area, four are located in Virginia, three are located in Houston, Texas, two are located in Dallas, Texas, one is located in Austin, Texas, two are located in the Chicago, Illinois area and two are located in the Ft. Lauderdale, Florida area.

 

Forward Looking Statements

 

With the exception of the historical information contained in this release, the matters described herein may contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company's control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to, changes in economic conditions generally and the real estate and bond markets specifically, legislative/regulatory changes (including changes to laws governing the taxation of REITs, availability of capital, interest rates and interest rate spreads, changes in generally accepted accounting policies and guidelines applicable to REITs, those set forth in Part I, "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and other risks and uncertainties as may be detailed from time to time in the Company's public announcements and Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update such information.

 

Contact Information:

Berkshire Income Realty, Inc.

 

One Beacon Street, Suite 1500

Boston, Massachusetts 02108

 

 

Attention:

Phil Darby

 

Telephone:

1-617-574-8374

E-mail:

phil.darby@berkshire-group.com

 

Facsimile:

1-617-423-8919

 

 

 

 

 

-- tables to follow--

 

 

 

BERKSHIRE INCOME REALTY, INC.

(FORMERLY BERKSHIRE INCOME REALTY PREDECESSOR GROUP)

BALANCE SHEETS

 

December 31,

 

2004

Company

Consolidated

 

2003

Company

Consolidated

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Multifamily apartment communities, net of accumulated depreciation of $113,953,842 and $102,609,721, respectively

 

$ 260,554,434

 

 

$ 145,222,916

Cash and cash equivalents

31,913,045

 

42,145,947

Available for sale securities, at fair value

-

 

18,488,414

Cash restricted for tenant security deposits

1,217,517

 

856,498

Replacement reserve escrow

2,157,952

 

318,708

Prepaid expenses and other assets

8,190,739

 

5,113,200

Investment in Mortgage Funds

10,167,693

 

24,046,908

Investment in Multifamily Venture

2,274,500

 

-

Acquired in place leases and tenant relationships, net of accumulated

amortization of $1,722,428 and $212,200, respectively

 

2,152,840

 

 

1,061,004

Deferred expenses, net of accumulated amortization of $325,338 and

$323,067, respectively.

 

2,476,779

 

 

1,621,498

 

 

 

 

Total assets

$ 321,105,499

 

$ 238,875,093

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

Mortgage notes payable

$ 268,716,955

 

$ 184,471,204

Due to affiliates

1,862,822

 

1,318,755

Dividend and distributions payable

1,087,607

 

1,087,593

Accrued expenses and other liabilities

7,312,054

 

3,268,859

Tenant security deposits

1,468,397

 

971,363

 

 

 

 

Total liabilities

280,447,835

 

191,117,774

 

 

 

 

Commitments and Contingencies

-

 

-

 

 

 

 

Minority interest in properties

7,422,481

 

-

 

 

 

 

Minority interest in Operating Partnership

-

 

-

 

 

 

 

Stockholders’ equity:

 

 

 

Series A 9% Cumulative Redeemable Preferred Stock, no par value,

 

 

 

$25 stated value, 5,000,000 shares authorized, 2,978,110 shares

 

 

 

issued and outstanding at December 31, 2004 and 2003, respectively

70,210,830

 

70,210,830

Class A common stock, $.01 par value, 5,000,000 shares authorized; 0

 

 

 

shares issued and outstanding at December 31, 2004 and 2003, respectively

-

 

-

Class B common stock, $.01 par value, 5,000,000 shares authorized;

 

 

 

1,283,313 issued and outstanding at December 31, 2004 and 2003, respectively

12,833

 

12,833

Excess stock, $.01 par value, 15,000,000 shares authorized, 0 shares

 

 

 

issued and outstanding at December 31, 2004 and 2003, respectively

-

 

-

Accumulated deficit

(36,988,480)

 

(22,452,115)

Accumulated other comprehensive loss

-

 

(14,229)

 

 

 

 

Total stockholders’ equity

33,235,183

 

47,757,319

 

 

 

 

Total liabilities and stockholders’ equity

$ 321,105,499

 

$ 238,875,093

 

 

 

 

 

 

BERKSHIRE INCOME REALTY, INC.

(FORMERLY BERKSHIRE INCOME REALTY PREDECESSOR GROUP)

STATEMENTS OF OPERATIONS

 

 

For the year ended December 31,

 

2004

Company

Consolidated

 

2003

Company

Consolidated

 

2002 Predecessor

Combined

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Rental

$ 37,611,830

 

$ 28,464,951

 

$ 26,347,828

Interest

832,414

 

128,522

 

375,004

Utility reimbursement

527,782

 

449,820

 

539,797

Other

1,547,636

 

1,197,901

 

1,097,127

 

 

 

 

 

 

Total revenue

40,519,662

 

30,241,194

 

28,359,756

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Operating

10,121,750

 

7,240,455

 

6,320,218

Maintenance

2,970,566

 

2,387,846

 

2,086,346

Real estate taxes

4,616,759

 

2,631,511

 

2,213,966

General and administrative

1,671,982

 

1,514,389

 

726,357

Organizational costs

-

 

213,000

 

-

Management fees

2,733,767

 

2,113,869

 

1,788,936

Depreciation

11,628,272

 

7,897,623

 

5,877,594

Interest

11,202,364

 

7,880,150

 

6,445,891

Loss on extinguishment of debt

1,059,143

 

353,044

 

1,167,852

Participation interest

-

 

-

 

175,000

Loss on sale of securities

163,630

 

-

 

-

Amortization of acquired in-place leases and tenant relationships

1,603,612

 

212,200

 

-

 

 

 

 

 

 

Total expenses

47,771,845

 

32,444,087

 

26,802,160

 

 

 

 

 

 

Income (loss) before minority interest in properties, equity in loss of Multifamily Venture, equity in income of Mortgage Funds, minority common interest in Operating Partnership, and gain on transfer of property to Multifamily Venture

 

 

 

(7,252,183)

 

 

 

 

(2,202,893)

 

 

 

 

1,557,596

 

 

 

 

 

 

Minority interest in properties

(2,932,572)

 

(143,518)

 

(1,520,000)

 

 

 

 

 

 

Equity in loss of Multifamily Venture

(276,085)

 

-

 

-

 

 

 

 

 

 

Equity in income of Mortgage Funds

3,392,585

 

6,720,746

 

-

 

 

 

 

 

 

Minority common interest in Operating Partnership

(976,100)

 

(732,075)

 

-

 

 

 

 

 

 

Income (loss) before gain on transfer of property to Multifamily Venture

(8,044,355)

 

3,642,260

 

37,596

 

 

 

 

 

 

Gain on transfer of property to Multifamily Venture

232,704

 

-

 

-

 

 

 

 

 

 

Net income (loss)

$ (7,811,651)

 

$ 3,642,260

 

$ 37,596

 

 

 

 

 

 

Preferred dividend

(6,700,814)

 

(4,951,258)

 

 

 

 

 

 

 

 

Net loss available to common shareholders

$ (14,512,465)

 

$ (1,308,998)

 

 

 

 

 

 

 

 

Loss per common share, basic and diluted

$ (11.31)

 

$ (1.38)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

1,283,313

 

948,733

 

 

 

 

 

 

 

 

 

 

 

 

 

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