Form 8-K

Date: June 29, 2017

CNL GROWTH PROPERTIES, INC.

a Maryland corporation

/s/ Tammy J. Tipton

Tammy J. Tipton

Chief Financial Officer

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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): June 23, 2017

CNL GROWTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-54686

26-3859644

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South Orange Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01

Completion of Acquisition or Disposition of Assets

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017, the joint venture (the “Joint Venture”) of an operating subsidiary of CNL Growth Properties, Inc. (the “Company”) and Abbey Residential, LLC, an Alabama limited liability company and an unaffiliated third party (the “Buyer”), entered into an agreement for the sale of the Joint Venture’s “Class A” 396-unit garden-style multifamily residential community located in Spring, Texas, known as “Modera at Spring Town Center” (the “Spring Property”). The sale price for the Spring Property was approximately $49.8 million.

On June 23, 2017, the Joint Venture completed the sale of the Spring Property to Abbey-STC, LLC, an affiliate of the Buyer. The net cash to the Company from the sale of the Spring Property was approximately $16.4 million after repayment of approximately $31.4 million of debt and other closing costs, reserves, and distributions to its joint venture partner in accordance with the provisions of the Joint Venture’s governing documents.

Item 9.01

Financial Statements and Exhibits.

(b) Pro forma financial information.

The Company’s unaudited pro forma condensed consolidated statement of net assets at March 31, 2017 illustrates the estimated effects of the sale of the Spring Property referred to in Item 2.01 above (the “Transaction”) as if it had occurred on such date.

The unaudited pro forma condensed consolidated statement of operations for the seven months ended July 31, 2016 (the “Pro Forma Period”) includes certain pro forma adjustments to illustrate the estimated effect of the Transaction as if it had occurred on the first day of the Pro Forma Period.

The unaudited pro forma condensed consolidated statement of net assets and statement of operations are presented for informational purposes only and do not purport to be indicative of the Company’s financial results as if the Transaction reflected herein had occurred on the first date of or been in effect during the Pro Forma Period. Further, the unaudited pro forma condensed consolidated statement of net assets and statement of operations should not be viewed as indicative of the Company’s financial results in the future; and they should be read in conjunction with the Company’s financial statements as filed with the Commission on Form 10-Q for the three months ended March 31, 2017 and on Form 10-K for the year ended December 31, 2016.

CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS

MARCH 31, 2017

(Liquidation Basis)


	Historical March 31, 2017		Spring Property Sold Pro Forma Adjustments				Pro Forma March 31, 2017 (e)
ASSETS
Real estate assets, net	$	269,472,000	$	(49,812,000	)	(a)	$	219,660,000
Cash and cash equivalents		42,594,106		49,408,921		(a)
				(31,287,476	)	(b)		60,715,551
Restricted cash		302,044		—				302,044
Other assets		203,260		—				203,260

Total Assets	$	312,571,410	$	(31,690,555	)		$	280,880,855

LIABILITIES
Mortgage and construction notes payable	$	147,079,731	$	(31,261,367	)	(b)	$	115,818,364
Liability for non-controlling interests		33,249,047		11,140		(c)		33,260,187
Liability for estimated costs in excess of estimated receipts during liquidation		8,811,916		(523,846	)	(d)		8,288,070
Accrued development costs		58,955		—				58,955
Accounts payable and other accrued expenses		2,163,077		(26,109	)	(b)		2,136,968
Due to related parties		1,891,640		—				1,891,640
Other liabilities		801,406		—				801,406

Total Liabilities		194,055,772		(31,800,182	)			162,255,590

Commitments and contingencies

Net assets in liquidation	$	118,515,638	$	109,627			$	118,625,265

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SEVEN MONTHS ENDED JULY 31, 2016

(Going Concern Basis)


	Historical July 31, 2016			Spring Property Sold Pro Forma Adjustments (a)				Pro Forma July 31, 2016 (d)
Revenues:
Rental income from operating leases	$	19,199,105		$	(2,409,959	)		$	16,789,146
Other property revenue		2,003,701			(283,057	)			1,720,644

Total revenues		21,202,806			(2,693,016	)			18,509,790

Expenses:
Property operating expenses		11,653,617			(1,654,175	)			9,999,442
General and administrative		2,775,540			(9,894	)			2,765,646
Asset management fees, net of amounts capitalized		1,604,305			(239,504	)	(b)		1,364,801
Property management fees		965,979			(68,626	)			897,353
Depreciation		5,355,949			(1,132,494	)			4,223,455

Total expenses		22,355,390			(3,104,693	)			19,250,697

Operating loss		(1,152,584	)		411,677				(740,907	)

Other income (expense):
Fair value adjustments and other income		73,120			—				73,120
Interest expense and loan cost amortization, net of amounts capitalized		(4,197,031	)		499,300		(c)		(3,697,731	)
Loss on extinguishment of debt		(27,454	)		—				(27,454	)

Total other income (expense)		(4,151,365	)		499,300				(3,652,065	)

Income tax expense		(151,217	)		11,031				(140,186	)

Net loss before gain on sale of real estate		(5,455,166	)		922,008				(4,533,158	)
Gain on sale of real estate		40,917,543			—				40,917,543

Net income including noncontrolling interests		35,462,377			922,008				36,384,385
Net income from continuing operations attributable to noncontrolling interests		(21,931,862	)		(35,084	)			(21,966,946	)

Net income from continuing operations attributable to common stockholders	$	13,530,515		$	886,924			$	14,417,439

Net income per share of common stock (basic and diluted) from continuing operations	$	0.60						$	0.64

Weighted average number of shares of common stock outstanding (basic and diluted)		22,526,171							22,526,171

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Basis of Presentation

The accompanying unaudited pro forma condensed consolidated statement of net assets of the Company is presented as if the disposition of the Spring Property described in Note 2. “Pro Forma Transaction” had occurred as of March 31, 2017. The accompanying unaudited pro forma condensed consolidated statement of operations of the Company presented for the seven months ended July 31, 2016 (the “Pro Forma Period”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, described in Note 2. “Pro Forma Transaction”, as if it had occurred as of the first day of the Pro Forma Period. The amounts included in the historical columns represent the Company’s historical statement of net assets and operating results for the respective Pro Forma Period presented.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction, as if management’s actions were carried out in previous reporting periods.

This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company’s financial results or financial position as if the transaction reflected herein had occurred, or been in effect during the Pro Forma Period. In addition, this unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Company’s expected financial results for future periods.

2.	Pro Forma Transaction

On May 23, 2017, the Spring Joint Venture entered into a purchase and sale agreement with Abbey Residential, LLC, an unaffiliated third party, for the sale of the Spring Property. The purchase price for the Spring Property was approximately $49.8 million excluding transaction costs.

On June 23, 2017, the Spring Joint Venture completed the sale of the Spring Property.

3.	Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Net Assets

The adjustments to the unaudited pro forma condensed consolidated statement of net assets represent adjustments needed to the Company’s historical statement of net assets as if the completed disposition of the Spring Property occurred as of March 31, 2017.

CNL GROWTH PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.	Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Net Assets (continued):

(a)

These adjustments reflect the net sales proceeds received from the completed disposition of the Spring Property and the elimination of the related account balances as if the sale was consummated as of March 31, 2017. The estimated liquidation value of the Spring Property was approximately $49.8 million as of March 31, 2017.


	Spring Property Sold
Sale Price	$	49,812,000
Closing and transaction costs		(403,079	)

Net sales proceeds	$	49,408,921

(b)

These adjustments reflect the use of a portion of the net cash proceeds received from the completed sale of the Spring Property to pay down existing indebtedness, including accrued interest.

(c)

These adjustments reflect the increase in the liability for noncontrolling interests for the joint venture partner’s share of net sales proceeds.

(d)

These adjustments reflect the reduction of estimated costs in excess of estimated receipts during liquidation.

(e)

The adjusted unaudited pro forma condensed consolidated statement of net assets does not include pro forma adjustments related to the sale of the Broadway property previously reported on Form 8-K on June 23, 2017.

4.	Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Operations

The adjustments to the unaudited pro forma condensed consolidated statement of operations represent adjustments needed to the Company’s historical results to remove the historical operating results of the completed sale of the Spring Property as if it had occurred on the first day of the first Pro Forma Period presented.

(a)

Except as described in (b) and (c) below, these amounts represent the elimination of the operations on the completed sale of the Spring Property from the historical amounts for the seven months ended July 31, 2016, to give effect to the completed sale of the Spring Property as if the sale occurred on the first day of the first Pro Forma Period presented. The Spring Property was classified in continuing operations because the proposed disposition of the property would neither cause a strategic shift in the Company, nor was it considered to have a major impact on the Company’s business. Therefore, the property did not qualify as discontinued operations under ASU 2014-08.

(b)

Amount includes the elimination of asset management fee expenses, calculated at 0.08334% monthly on the invested assets value of the Spring Property for the seven months ended July 31, 2016. These fees were historically paid by the Company to its advisor and would not have been incurred subsequent to the disposition of this asset.

(c)

Amount represents the elimination of interest expense and loan cost amortization to reflect the use of net cash proceeds from the completed sale of the Spring Property, to retire indebtedness that was collateralized by the Spring Property as if the sale occurred on the first day of the first Pro Forma Period presented.

(d)

The adjusted unaudited pro forma condensed consolidated statement of operations does not include pro forma adjustments related to the sales of the Aura Grand property, the Crescent Gateway and City Walk properties, the Oxford property or the Broadway property previously reported on Form 8-K on November 1, 2016, December 6, 2016, March 6, 2017 and June 23, 2017, respectively.

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.