8-K

 

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): March 23, 2010

Grubb & Ellis Apartment REIT, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1551 N. Tustin Avenue, Suite 300, Santa Ana, California		92705
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 714-667-8252

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On March 23, 2010, we issued an announcement reporting the distributions paid to our stockholders for the twelve months and three months ended December 31, 2009, and information regarding our funds from operations, or FFO, and FFO As Adjusted. A copy of the announcement, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Grubb & Ellis Apartment REIT, Inc. Announcement, dated March 23, 2010.

SIGNATURES

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

	Grubb & Ellis Apartment REIT, Inc.
March 23, 2010	By:	/s/ Stanley J. Olander, Jr.
		Name: Stanley J. Olander, Jr.
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Grubb & Ellis Apartment REIT, Inc. Announcement, dated March 23, 2010

EX-99.1

Grubb & Ellis Apartment REIT Reports 2009 Distributions and FFO and FFO As Adjusted

SANTA ANA, Calif. (March 23, 2010) – On Friday, March 19, 2010, Grubb & Ellis Apartment REIT, Inc. filed its 2009 Annual Report on Form 10-K with the United States Securities and Exchange Commission. In connection with that report, the following is information regarding the company’s 2009 distributions and Funds From Operations (“FFO”) and FFO As Adjusted.

For the twelve months and three months ended December 31, 2009, Grubb & Ellis Apartment REIT declared distributions of $9,999,000 and $2,518,000, respectively. For the same twelve and three month periods, the company generated FFO of $6,135,000 and $1,840,000, respectively. Thus, FFO covered 61 percent of the company’s 2009 distributions and 73 percent of the company’s fourth quarter 2009 distributions. For the same twelve and three month periods, Grubb & Ellis Apartment REIT had FFO As Adjusted of $6,939,000 and $2,018,000, respectively. Thus, FFO As Adjusted covered 69 percent of the company’s 2009 total distributions and 80 percent of the company’s fourth quarter 2009 distributions. (See the reconciliation of FFO and FFO As Adjusted to net loss, as well as the calculation of FFO coverage and FFO As Adjusted coverage, below.)

Grubb & Ellis Apartment REIT’s management utilizes FFO and FFO As Adjusted in evaluating the operating performance of its real estate investments. FFO and FFO As Adjusted are supplemental performance measures not in accordance with U.S. generally accepted accounting principles (“GAAP”). FFO, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and widely recognized as a measure of operating performance of a real estate company, excludes items such as real estate depreciation and amortization, and gains and losses on the sale of real estate assets. In addition to real estate depreciation and amortization and gains and losses on the sale of real estate assets, FFO As Adjusted excludes mezzanine interest expense on the lines of credit and unsecured note payables to an affiliate incurred in connection with the acquisition of properties and amortization of debt discount.

Grubb & Ellis Apartment REIT believes that FFO and FFO As Adjusted are more representative of the operating performance of its real estate portfolio. As such, the company believes FFO and FFO As Adjusted, in addition to net income (loss) and cash flows from operating activities, as defined by GAAP, are meaningful supplemental performance measures and are useful in understanding how our
management evaluates ongoing operating performance. However, FFO and FFO As Adjusted are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of the performance of Grubb & Ellis Apartment REIT.

“Grubb & Ellis Apartment REIT clearly made significant improvement in its operations in 2009 and financial results were enhanced as a result of significant fee reductions by our sponsor,” said Stanley J. Olander Jr., chairman and chief executive officer. “We anticipate continued improvements in operations in 2010.”

The following is a reconciliation of net loss, which is the most directly comparable GAAP financial measure, to FFO and FFO As Adjusted, and the calculation of FFO coverage and FFO As Adjusted coverage for the twelve and three months ended December 31, 2009:

	Twelve Months Ended			Three Months Ended
	December 31, 2009			December 31, 2009
Net loss	$	(5,719,000	)	$	(1,090,000	)
Add:
Depreciation and amortization — consolidated properties		11,854,000			2,930,000
FFO	$	6,135,000		$	1,840,000
Mezzanine interest expense		668,000			144,000
Amortization of debt discount		136,000			34,000
FFO As Adjusted	$	6,939,000		$	2,018,000
Distributions declared	$	9,999,000		$	2,518,000
FFO coverage		61	%		73	%
FFO As Adjusted coverage		69	%		80	%

About Grubb & Ellis Apartment REIT

Grubb & Ellis Apartment REIT, Inc. is a publicly registered, non-traded real estate investment trust that seeks to preserve, protect and return investors’ capital contributions, pay regular cash distributions, and realize growth in the value of its investments upon the ultimate sale of such investments.  Grubb & Ellis Apartment REIT is seeking to raise up to approximately $1 billion in equity and to acquire a diversified portfolio of apartment communities with stable cash flows and growth potential in select U.S. metropolitan markets.  Grubb & Ellis Apartment REIT has acquired a geographically diverse portfolio of 13 apartment properties valued at approximately $341 million, based on purchase price.

 Grubb & Ellis Apartment REIT is sponsored by Grubb & Ellis Company (NYSE: GBE). Named to The Global Outsourcing 100™ in 2009 by the International Association of Outsourcing Professionals™, Grubb & Ellis is one of the largest commercial real estate services and investment companies in the world. Our 6,000 professionals in more than 130 company-owned and affiliate offices draw from a unique platform of real estate services, practice groups and investment products to deliver comprehensive, integrated solutions to real estate owners, tenants and investors. The firm’s transaction, management, consulting and investment services are supported by highly regarded proprietary market research and extensive local expertise. Through its investment subsidiaries, the company is a leading sponsor of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including publicly registered non-traded real estate investment trusts (REITs), separate accounts and other real estate investment funds. For more information, visit www.grubb-ellis.com.

This announcement contains forward-looking statements (under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) relating to the business and financial outlook of Grubb & Ellis Apartment REIT, Inc. that are based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors sections of the offering documents for the offering of shares of common stock of Grubb & Ellis Apartment REIT, Inc., as well as the risk factors detailed from time to time in the periodic reports of Grubb & Ellis Apartment REIT, Inc., as filed with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and Grubb & Ellis Apartment REIT, Inc. undertakes no obligation to update any such statements that may become untrue because of subsequent events. Grubb & Ellis Apartment REIT, Inc. claims the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

THIS IS NEITHER AN OFFER TO SELL NOR AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN. OFFERINGS ARE MADE ONLY BY MEANS OF A PROSPECTUS.