Maryland | 000-54673 | 27-0668930 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(b) | Pro Forma Financial Information | |
KBS Legacy Partners Apartment REIT, Inc. | ||
KBS LEGACY PARTNERS APARTMENT REIT, INC. | |||
Date: | February 12, 2018 | By: | /s/ JEFFREY K. WALDVOGEL |
Jeffrey K. Waldvogel | |||
Chief Financial Officer, Treasurer and Secretary | |||
(principal financial officer) |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (c) | ||||||||||||||
Assets | |||||||||||||||
Real estate held for investment: | |||||||||||||||
Land | $ | 21,205 | $ | (4,838 | ) | $ | (5,666 | ) | $ | 10,701 | |||||
Buildings and improvements | 162,858 | (31,798 | ) | (40,558 | ) | 90,502 | |||||||||
Total real estate held for investment, cost | 184,063 | (36,636 | ) | (46,224 | ) | 101,203 | |||||||||
Less accumulated depreciation and amortization | (24,182 | ) | 5,813 | 6,253 | (12,116 | ) | |||||||||
Total real estate held for investment, net | 159,881 | (30,823 | ) | (39,971 | ) | 89,087 | |||||||||
Real estate held for sale, net | 109,448 | — | — | 109,448 | |||||||||||
Total real estate, net | 269,329 | (30,823 | ) | (39,971 | ) | 198,535 | |||||||||
Cash and cash equivalents | 47,547 | 35,490 | (d) | 18,129 | (e) | 101,166 | |||||||||
Restricted cash | 4,151 | — | — | 4,151 | |||||||||||
Assets related to real estate held for sale | 17 | — | — | 17 | |||||||||||
Prepaid expenses and other assets | 4,278 | — | — | 4,278 | |||||||||||
Total assets | $ | 325,322 | $ | 4,667 | $ | (21,842 | ) | $ | 308,147 | ||||||
Liabilities and stockholders’ equity | |||||||||||||||
Notes payable: | |||||||||||||||
Notes payable, net | $ | 129,526 | $ | (30,402 | ) | (f) | $ | (26,440 | ) | (g) | $ | 72,684 | |||
Notes payable related to real estate held for sale, net | 82,397 | — | — | 82,397 | |||||||||||
Total notes payable, net | 211,923 | (30,402 | ) | (26,440 | ) | 155,081 | |||||||||
Accounts payable and accrued liabilities | 4,729 | — | — | 4,729 | |||||||||||
Due to affiliates | 260 | — | — | 260 | |||||||||||
Distributions payable | 938 | — | — | 938 | |||||||||||
Other liabilities | 2,465 | — | — | 2,465 | |||||||||||
Total liabilities | 220,315 | (30,402 | ) | (26,440 | ) | 163,473 | |||||||||
Commitments and contingencies | |||||||||||||||
Redeemable common stock | 482 | — | — | 482 | |||||||||||
Stockholders’ equity: | |||||||||||||||
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding | — | — | — | — | |||||||||||
Common stock, $.01 par value; 1,000,000,000 shares authorized, 21,026,756 shares issued and outstanding as of September 30, 2017 | 210 | — | — | 210 | |||||||||||
Additional paid-in capital | 181,138 | — | — | 181,138 | |||||||||||
Cumulative distributions and net losses | (76,823 | ) | 35,069 | 4,598 | (37,156 | ) | |||||||||
Total stockholders’ equity | 104,525 | 35,069 | 4,598 | 144,192 | |||||||||||
Total liabilities and stockholders’ equity | $ | 325,322 | $ | 4,667 | $ | (21,842 | ) | $ | 308,147 |
(a) | Historical consolidated balance sheets derived from KBS Legacy Partners REIT’s Quarterly Report on Form 10-Q as of September 30, 2017. |
(b) | Represents adjustments to reflect the disposition of Legacy at Valley Ranch. The sale price, net of closing credits, closing costs and fees, of Legacy at Valley Ranch was $66.5 million. |
(c) | Represents adjustments to reflect the disposition of Crystal Park at Waterford. The sale price, net of closing credits, closing costs and fees, of Crystal Park at Waterford was $44.4 million. |
(d) | Represents the amount of proceeds from the disposition of Legacy at Valley Ranch, which amount was reduced by the aggregate outstanding balance of Legacy at Valley Ranch Mortgage Loan as of September 30, 2017 and estimated costs to defease the Legacy at Valley Ranch Mortgage Loan. |
(e) | Represents the amount of proceeds from the disposition of Crystal Park at Waterford, which amount was reduced by the aggregate outstanding balance of Crystal Park at Waterford Mortgage Loan as of September 30, 2017 and estimated costs to defease the Crystal Park at Waterford Mortgage Loan. |
(f) | Represents the aggregate outstanding principal balance of $30.5 million and $91,000 of unamortized deferred financing cost on the Legacy at Valley Ranch Mortgage Loan as of September 30, 2017. |
(g) | Represents the aggregate outstanding principal balance of $26.5 million and $37,000 of unamortized deferred financing cost on the Crystal Park at Waterford Mortgage Loan as of September 30, 2017. |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (c) | ||||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 31,458 | $ | (5,327 | ) | $ | (3,433 | ) | $ | 22,698 | |||||
Total revenues | 31,458 | (5,327 | ) | (3,433 | ) | 22,698 | |||||||||
Expenses: | |||||||||||||||
Operating, maintenance, and management | 4,435 | (709 | ) | (425 | ) | 3,301 | |||||||||
Real estate taxes and insurance | 5,347 | (1,102 | ) | (523 | ) | 3,722 | |||||||||
Asset management fees to affiliate | 234 | (12 | ) | (32 | ) | 190 | |||||||||
Property management fees and expenses to affiliate | 4,422 | (866 | ) | (442 | ) | 3,114 | |||||||||
General and administrative expenses | 2,190 | (32 | ) | (13 | ) | 2,145 | |||||||||
Depreciation and amortization | 8,384 | (732 | ) | (1,123 | ) | 6,529 | |||||||||
Interest expense | 7,180 | (960 | ) | (551 | ) | 5,669 | |||||||||
Total expenses | 32,192 | (4,413 | ) | (3,109 | ) | 24,670 | |||||||||
Other income: | |||||||||||||||
Interest and other income | 106 | — | — | 106 | |||||||||||
Gains on sales of real estate | 31,123 | — | — | 31,123 | |||||||||||
Loss from extinguishment of debt | (671 | ) | — | — | (671 | ) | |||||||||
Total other income | 30,558 | — | — | 30,558 | |||||||||||
Net income | $ | 29,824 | $ | (914 | ) | $ | (324 | ) | $ | 28,586 | |||||
Net income per common share, basic and diluted | $ | 1.42 | $ | 1.37 | |||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 20,935,670 | 20,935,670 |
(a) | Historical financial information derived from KBS Legacy Partners REIT’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017. |
(b) | Amount represents the adjustment to remove the historical operations of Legacy at Valley Ranch, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the nine months ended September 30, 2017. |
(c) | Amount represents the adjustment to remove the historical operations of Crystal Park at Waterford, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the nine months ended September 30, 2017. |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (c) | ||||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 45,301 | $ | (6,881 | ) | $ | (4,546 | ) | $ | 33,874 | |||||
Total revenues | 45,301 | (6,881 | ) | (4,546 | ) | 33,874 | |||||||||
Expenses: | |||||||||||||||
Operating, maintenance, and management | 6,389 | (856 | ) | (632 | ) | 4,901 | |||||||||
Real estate taxes and insurance | 7,088 | (1,450 | ) | (654 | ) | 4,984 | |||||||||
Asset management fees to affiliate | 399 | (19 | ) | (55 | ) | 325 | |||||||||
Property management fees and expenses to affiliate | 5,811 | (1,111 | ) | (552 | ) | 4,148 | |||||||||
General and administrative expenses | 2,663 | (2 | ) | (2 | ) | 2,659 | |||||||||
Depreciation and amortization | 12,302 | (958 | ) | (1,480 | ) | 9,864 | |||||||||
Interest expense | 10,332 | (1,308 | ) | (754 | ) | 8,270 | |||||||||
Total expenses | 44,984 | (5,704 | ) | (4,129 | ) | 35,151 | |||||||||
Other income: | |||||||||||||||
Interest income | 52 | — | — | 52 | |||||||||||
Other income | 4,752 | — | — | 4,752 | |||||||||||
Total other income | 4,804 | — | — | 4,804 | |||||||||||
Net income | $ | 5,121 | $ | (1,177 | ) | $ | (417 | ) | $ | 3,527 | |||||
Net income per common share, basic and diluted | $ | 0.25 | $ | 0.17 | |||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 20,663,506 | 20,663,506 |
(a) | Historical financial information derived from KBS Legacy Partners REIT’s Annual Report on Form 10-K for the year ended December 31, 2016. |
(b) | Amount represents the adjustment to remove the historical operations of Legacy at Valley Ranch, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the year ended December 31, 2016. |
(c) | Amount represents the adjustment to remove the historical operations of Crystal Park at Waterford, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the year ended December 31, 2016. |