UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 4, 2014
REVEN HOUSING REIT, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland |
|
000-54165 |
|
84-1306078 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
7911 Herschel Avenue, Suite 201
La Jolla, CA 92037 |
(Address of principal executive offices) |
(858) 459-4000 |
(Registrant’s telephone number, including area code) |
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 obligations 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)) |
Explanatory Note
On November
7, 2014, Reven Housing REIT, Inc. (“Company”), through a wholly-owned subsidiary, Reven Housing Tennessee, LLC, closed
on the acquisition of 21 single family homes (“Memphis 21 Homes”) located in the Memphis, Tennessee metropolitan area,
pursuant to that certain Single Family Homes Real Estate Purchase and Sale Agreement dated September 9, 2014 (the “Memphis
21 Agreement”), with Gregory Griffin, an individual (the “Memphis 21 Seller”). The Memphis 21 Seller is not affiliated
with the Company or its affiliates.
On November
10, 2014, the Company filed a Current Report on Form 8-K (the “Initial Report”) with regard to the acquisition of the
Memphis 21 Homes. This amendment is being filed for the sole purpose of filing the financial statements and pro forma financial
information with respect to the Memphis 21 Homes required by Item 9.01 of Form 8-K, and should be read in conjunction with the
Initial Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Property
Acquired. The following financial statements are submitted with this Current Report on Form 8-K/A and are filed herewith:
Memphis 21 Homes
Report of Independent Auditors
Statements of Revenues Over Certain Operating Expenses
for the nine months ended September 30, 2014 (unaudited) and the year ended December 31, 2013
Notes to Statements of Revenues Over Certain Operating
Expenses
(b) Unaudited Pro Forma Financial Information.
The following financial information is submitted at the end of this Current Report on Form 8-K/A and is filed herewith:
Reven Housing REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2014
Unaudited Pro Forma Statement of Operations for the
Nine Months Ended September 30, 2014
Unaudited Pro Forma Statement of Operations for the
Year Ended December 31, 2013
Notes to Unaudited Pro Forma Statement of Operations
(d) Exhibits
23.1 Consent of Squar, Milner, Peterson, Miranda & Williamson,
LLP
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.
|
|
REVEN HOUSING REIT, INC. |
|
|
|
|
Dated: January 26, 2015 |
/s/ Chad M. Carpenter |
|
Chad M. Carpenter, |
|
Chief Executive Officer |
Report
of Independent Auditors
To the Board of Directors and Stockholders of
Reven Housing REIT, Inc.
We have audited the accompanying statement
of revenues over certain operating expenses of Memphis 21 Homes for the year ended December 31, 2013, and the related notes to
the financial statement.
Management’s Responsibility
for the Financial Statement
Management is responsible for the
preparation and fair presentation of the statement of revenues over certain operating expenses in conformity with U.S.
generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control
relevant to the preparation and fair presentation of the statement of revenues over certain operating expenses that is
free of material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion
on the statement of revenues over certain operating expenses based on our audit. We conducted our audit 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 statement of revenues over certain operating expenses is free of material misstatement.
An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the statement of revenues over certain operating expenses. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statement
of revenues over certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the statement of revenues over certain operating
expenses 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 entity’s 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 statement of revenues over certain operating expenses.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the statement of revenues
over certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating
expenses described in Note 2 of Memphis 21 Homes for the year ended December 31, 2013, in conformity with U.S.
generally accepted accounting principles.
Other Matters
As described in Note 2, the statement of
revenues over certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission, and is not intended to be a complete presentation of the revenues and expenses of Memphis 21 Homes. Our
opinion is not modified with respect to this matter.
/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
Newport Beach, California
January 26, 2015
MEMPHIS 21 HOMES
STATEMENTS OF REVENUES
OVER CERTAIN OPERATING EXPENSES
| |
Nine Months | | |
Year | |
| |
Ended | | |
Ended | |
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
(unaudited) | | |
| |
| |
| | |
| |
Rental income, net | |
$ | 126,252 | | |
$ | 51,050 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Rental expenses, including real estate taxes | |
| 31,469 | | |
| 21,126 | |
| |
| | | |
| | |
Revenues over certain operating expenses | |
$ | 94,783 | | |
$ | 29,924 | |
See accompanying notes to the statements
of revenues over certain operating expenses.
MEMPHIS 21 HOMES
NOTES TO STATEMENTS OF
REVENUES OVER CERTAIN OPERATING EXPENSES
For the Nine Months
Ended September 30,
2014 (unaudited)
and the Year Ended
December
31, 2013
1. DESCRIPTION OF REAL ESTATE PROPERTY
On November 7, 2014, Reven Housing REIT,
Inc. (“Reven Housing REIT “ or the “Company”), through a wholly owned subsidiary, Reven Housing Tennessee,
LLC, closed on the acquisition of 21 properties (“Memphis 21 Homes”) located in the Memphis, Tennessee metropolitan
area, pursuant to that certain Single Family Homes Real Estate Purchase and Sale Agreement dated September 9, 2014 with Gregory
Griffin, an individual (the “Seller”). The Seller does not have a material relationship with the Company and the acquisition
was not an affiliated transaction.
The contract purchase price for the 21 acquired
properties was $1,724,909, exclusive of closing costs. The 21 acquired properties are mostly three-bedroom, two bath homes. Upon
acquisition, all properties were leased on short term leases of primarily one year in duration. The majority of the 21 homes purchases
had not been leased during the entire period covered by the audited and unaudited statement provided, as many of these homes were
vacant, owner occupied or were in the process of being refurbished prior to the acquisition by Reven Housing REIT, Inc.
Reven Housing REIT is a Maryland corporation
formed to invest in and manage a diverse portfolio of single family homes located throughout the United States.
Number of bedrooms and baths, and
any other measures used to describe the real estate included in these notes to the statement of revenues over certain
operating expenses are presented on an unaudited basis.
2. BASIS OF PRESENTATION
The accompanying audited statement of revenues
over certain operating expenses has been prepared to comply with the rules and regulations of the Securities and Exchange Commission
(“SEC”).
Memphis 21 Homes is not a legal entity
and the accompanying statements of revenues over certain operating expenses are not representative of the actual operations for
the periods presented, as certain revenues and expenses have been excluded on the basis that they may not be comparable to the
revenues and expenses Reven Housing REIT expects to incur in the future operations of Memphis 21 Homes. Excluded items include
interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations
of Memphis 21 Homes.
The accompanying unaudited statement of
revenues over certain operating expenses for the nine months ended September 30, 2014 has been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial
Accounting Standards Board Accounting Standards Codification and the rules and regulations of the SEC, including the instructions
to Form 8-K and Article 3-14 of Regulation S-X. Accordingly, the unaudited statement of revenues over certain operating expenses
does not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management,
the statement of revenues over certain operating expenses for the unaudited interim period presented includes all adjustments,
which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such period. Operating
results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2014.
An audited statement of revenues over certain
operating expenses for the year ended December 31, 2013 is being presented for the most recent fiscal year available instead of
the two most recent years based on the following factors: (i) Memphis 21 Homes was acquired from an unaffiliated party and (ii)
based on due diligence of Memphis 21 Homes by Reven Housing REIT, management is not aware of any material factors relating to Memphis
21 Homes that would cause this financial information not to be indicative of future operating results.
3. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Memphis 21 Homes leases single family homes
under operating leases generally with terms of one year or less. Rental revenue, net of concessions, is recognized on a straight-line
basis over the terms of the leases.
Use of Estimates
The preparation of financial statements,
as described in Note 2 and in conformity with GAAP, requires management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
MEMPHIS 21 HOMES
NOTES TO STATEMENTS OF
REVENUES OVER CERTAIN OPERATING EXPENSES
For the Nine Months
Ended September 30,
2014 (unaudited)
and the Year Ended
December
31, 2013
4. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, Memphis
21 Homes may become party to legal proceedings that arise in the ordinary course of its business. The Company is not aware of any
legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its financial condition
or results of operations for the periods presented.
Environmental
The Company is not aware
of any material environmental liabilities relating to Memphis 21 Homes that could have a material adverse effect on its financial
condition or results of operations. However, changes in applicable environmental laws and regulations or other environmental conditions
with respect to Memphis 21 Homes could result in future environmental liabilities.
5. SUBSEQUENT EVENTS
Reven Housing REIT evaluates
subsequent events up until the date the statements of revenues over certain operating expenses are issued. The accompanying statements
of revenues over certain operating expenses were issued on January 26, 2015.
REVEN
HOUSING REIT, INC.
SUMMARY
OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro
forma information should be read in conjunction with the consolidated balance sheet of Reven Housing REIT, Inc. (“Reven Housing
REIT” or the “Company”) as of December 31, 2013 and September 30, 2014 (unaudited), the related consolidated
statements of operations, stockholders' equity, and cash flows for the year ended December 31, 2013 and for the nine months ended
September 30, 2014 (unaudited), and the notes thereto. The consolidated financial statements of the Company as of and for the year
ended December 31, 2013 and the consolidated financial statements as of and for the nine months ended September 30, 2014 (unaudited)
have been included in the Company’s prior filings with the SEC. In addition, this unaudited pro forma information should
be read in conjunction with the statements of revenues over certain operating expenses and the notes thereto of Memphis 21 Homes,
which are included herein.
The following unaudited pro forma
balance sheet as of September 30, 2014 has been prepared to give effect to the acquisition of Memphis 21 Homes as if the acquisition
occurred on September 30, 2014.
The following unaudited
pro forma statement of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 have been
prepared to give effect to the acquisition of Memphis 21 Homes acquired on November 7, 2014 as if this acquisition occurred on
January 1, 2013.
On November 5, 2014, the Company
effected a 1-for-20 reverse stock split of the issued common stock. All applicable share data, per share amounts and related information
in the following pro forma information have been adjusted retroactively to give effect to the 1-for-20 reverse stock split.
These
unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of
future results or of actual results that would have been achieved had the acquisition of Memphis 21 Homes been consummated as
of the dates indicated. In addition, the pro forma balance sheet includes pro forma preliminary estimates of the fair value
of the assets and liabilities acquired in connection with the acquisition. These preliminary estimates may be adjusted in the
future upon finalization of the purchase price allocation.
REVEN HOUSING REIT, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
As of September 30, 2014
| |
Reven Housing | | |
Memphis 21 Acquisition | | |
| |
| |
REIT, Inc. | | |
Pro Forma | | |
Pro Forma | |
| |
Historical (a) | | |
Adjustments (b) | | |
Total | |
| |
| | |
| | |
| |
ASSETS | |
| | | |
| | | |
| | |
Investment in real estate, net | |
$ | 22,260,653 | | |
$ | 1,724,909 | (c) | |
$ | 23,985,562 | |
Cash | |
| 6,584,098 | | |
| (1,709,463 | ) | |
| 4,874,635 | |
Rents and other receivables | |
| 95,714 | | |
| - | | |
| 95,714 | |
Tax and insurance reserves | |
| 169,740 | | |
| - | | |
| 169,740 | |
Escrow deposits and prepaid expenses | |
| 896,545 | | |
| (18,250 | ) | |
| 878,295 | |
Loan fees, net | |
| 253,177 | | |
| - | | |
| 253,177 | |
Deferred stock issuance costs | |
| 472,357 | | |
| - | | |
| 472,357 | |
| |
| | | |
| | | |
| | |
Total Assets | |
$ | 30,732,284 | | |
$ | (2,804 | ) | |
$ | 30,729,480 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 722,329 | | |
$ | 25,000 | | |
$ | 747,329 | |
Security deposits | |
| 253,870 | | |
| 5,850 | | |
| 259,720 | |
Note payable | |
| 7,570,000 | | |
| - | | |
| 7,570,000 | |
| |
| | | |
| | | |
| | |
Total Liabilities | |
| 8,546,199 | | |
| 30,850 | | |
| 8,577,049 | |
| |
| | | |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | | |
| | |
Common stock | |
| 6,592 | | |
| - | | |
| 6,592 | |
Additional paid-in capital | |
| 24,601,719 | | |
| - | | |
| 24,601,719 | |
Accumulated deficit | |
| (2,422,226 | ) | |
| (33,654 | ) | |
| (2,455,880 | ) |
Total Stockholders' Equity | |
| 22,186,085 | | |
| (33,654 | ) | |
| 22,152,431 | |
| |
| | | |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 30,732,284 | | |
$ | (2,804 | ) | |
$ | 30,729,480 | |
See accompanying notes to unaudited pro
forma balance sheet.
REVEN
HOUSING REIT, INC.
NOTES
TO UNAUDITED PRO FORMA BALANCE SHEET
as of September 30, 2014
| a) | Historical financial information was derived from Reven Housing REIT’s quarterly report on Form 10-Q as of September
30, 2014. |
| b) | Represents the acquisition of Memphis 21 Homes. The purchase price of Memphis 21 Homes was $1,724,909
plus closing and acquisition costs of $33,763. The purchase price was funded entirely by cash held by Reven Housing REIT. |
| c) | Reven Housing REIT recorded the cost of tangible assets and identifiable intangibles (consisting
of tenant origination and absorption costs) acquired in a business combination based on their estimated fair values. The purchase
price allocation for these acquisitions are preliminary and subject to change. |
REVEN HOUSING REIT,
INC.
UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
For the Nine Months
Ended September 30, 2014
| |
Reven Housing | | |
Pro Forma | | |
| |
| |
REIT | | |
Adjustments | | |
Pro Forma | |
| |
Historical (a) | | |
Memphis 21 | | |
Total | |
| |
| | |
| | |
| |
Rental income, net | |
$ | 1,716,758 | | |
$ | 126,252 | (b) | |
$ | 1,843,010 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Rental expenses | |
| 737,833 | | |
| 31,469 | (c) | |
| 788,000 | |
| |
| | | |
| 18,698 | (d) | |
| | |
General and administrative | |
| 1,005,648 | | |
| - | | |
| 1,005,648 | |
Legal and accounting | |
| 260,406 | | |
| - | | |
| 260,406 | |
Interest expense | |
| 53,090 | | |
| - | | |
| 53,090 | |
| |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 369,928 | | |
| 39,119 | (e) | |
| 409,047 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 2,426,905 | | |
| 89,286 | | |
| 2,516,191 | |
| |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (710,147 | ) | |
$ | 36,966 | | |
$ | (673,181 | ) |
| |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (0.13 | ) | |
| | | |
$ | (0.12 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding | |
| 5,610,265 | | |
| | | |
| 5,610,265 | |
See accompanying notes to unaudited pro
forma statement of operations
REVEN HOUSING REIT, INC.
NOTES TO UNAUDITED PRO
FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended
September 30, 2014
| a) | Historical financial information was derived from Reven Housing REIT’s quarterly report on Form 10-Q for the nine months
ended September 30, 2014. |
| b) | Represents net rental income from tenants (not reflected in the historical statement of operations of Reven Housing REIT) for
the nine months ended September 30, 2014, based on historical operations of the previous owner. |
| c) | Represents operating expenses (not reflected in the historical statement of operations of Reven Housing REIT) for the nine
months ended September 30, 2014, based on historical operations of the previous owner. |
| d) | Represents property management costs based on 7% of rent income and insurance expense (not reflected
in the historical statement of operations of Reven Housing REIT) for the nine months ended September 30, 2014, based on management's
estimates that would have been incurred had the homes been acquired on January 1, 2013. |
| e) | Represents adjustments to depreciation and amortization expense (not reflected in the historical
statement of operations of Reven Housing REIT) for the nine months ended September 30, 2014. Depreciation expense is calculated
using the straight-line method over the estimated useful life of 27.5 years for the buildings. Amortization expense on lease intangible
costs is recognized using the straight-line method over the life of the lease. |
REVEN HOUSING REIT,
INC.
UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
For the Year Ended December
31, 2013
| |
Reven Housing | | |
Pro Forma | | |
| |
| |
REIT | | |
Adjustments | | |
Pro Forma | |
| |
Historical (a) | | |
Memphis 21 | | |
Total | |
| |
| | |
| | |
| |
Rental income, net | |
$ | 342,243 | | |
$ | 51,050 | (b) | |
$ | 393,293 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Rental expenses | |
| 136,679 | | |
| 31,469 | (c) | |
| 184,867 | |
| |
| | | |
| 16,719 | (d) | |
| | |
General and administrative | |
| 366,071 | | |
| 33,654 | (e) | |
| 399,725 | |
Legal and accounting | |
| 195,156 | | |
| - | | |
| 195,156 | |
Interest expense | |
| 77,004 | | |
| - | | |
| 77,004 | |
Amortization of discount on notes payable | |
| 563,253 | | |
| - | | |
| 563,253 | |
Depreciation and amortization | |
| 74,800 | | |
| 83,942 | (f) | |
| 158,742 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 1,412,963 | | |
| 165,784 | | |
| 1,578,747 | |
| |
| | | |
| | | |
| | |
Net loss | |
$ | (1,070,720 | ) | |
$ | (114,734 | ) | |
$ | (1,185,454 | ) |
| |
| | | |
| | | |
| | |
Net loss per share, basic and diluted | |
$ | (0.80 | ) | |
| | | |
$ | (0.89 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding | |
| 1,336,614 | | |
| | | |
| 1,336,614 | |
See accompanying notes to unaudited pro
forma statement of operations
REVEN HOUSING REIT, INC.
NOTES TO UNAUDITED PRO
FORMA STATEMENT OF OPERATIONS
For the Year Ended December
31, 2013
| a) | Historical financial information derived from Reven Housing REIT’s annual report on Form 10-K for the year ended December
31, 2013. |
| b) | Represents net rental income from tenants (not reflected in the historical statement of operations of Reven Housing REIT) for
the year ended December 31, 2013, based on historical operations of the previous owner. |
| c) | Represents operating expenses (not reflected in the historical statement of operations of Reven Housing REIT) for the year
ended December 31, 2013, based on historical operations of the previous owner. |
| d) | Represents property management costs based on 7% of rent income and insurance expense (not reflected
in the historical statement of operations of Reven Housing REIT) for the year ended December 31, 2013, based on management's estimates
that would have been incurred had the asset been acquired on January 1, 2013. |
| e) | Represents acquisition and closing costs relating to the purchase of the real estate had it
occurred on January 1, 2013. |
| f) | Represents adjustments to depreciation and amortization expense (not reflected in the historical
statement of operations of Reven Housing REIT) for the year ended December 31, 2013. Depreciation expense is calculated using the
straight-line method over the estimated useful life of 27.5 years for the buildings. Amortization expense on lease intangible costs
is recognized using the straight-line method over the life of the lease. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference
in the Registration Statement on Form S-8 (SEC No. 333-195042) of Reven Housing REIT, Inc. of our report dated January 26, 2015
with respect to the statement of revenues over certain operating expenses of the real estate properties known as Memphis 21 Homes
for the year ended December 31, 2013 included in this Current Report on Form 8-K/A.
/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
January 26, 2015
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